Exhibit 10.1.15


                                    SUBLEASE

         THIS  SUBLEASE (  "Sublease")  is dated for  reference  purposes  as of
January 10,  2000,  and is made by and between  Komag  Incorporated,  a Delaware
corporation   ("Sublessor"),   and   2Wire,   Inc.,   a   Delaware   corporation
("Sublessee"). Sublessor and Sublessee agree as follows:

                                    RECITALS:

         Sublessor,  as  lessee,  and  Sobrato  Development  Companies  #960,  a
California  limited  partnership,  as lessor ("Master  Lessor") and as successor
in-interest to Sobrato Development Company #871, entered into that certain Lease
dated  May 24,  1996,  as  amended  by that  certain  First  Amendment  to Lease
(collectively,  the "Master  Lease"),  with  respect to that  certain  5.60 acre
parcel of land and that approximately  81,778 square foot building  ("Building")
known as 1704  Automation  Parkway,  San Jose,  California,  and  including  the
exclusive  use of 307  parking  spaces  in the  parking  areas  adjacent  to the
Building  ("Parking Area"). The Parking Area is identified on Exhibit B attached
hereto. The land, Building and Parking Area are referred to as the "Project".  A
copy of the Master Lease is attached hereto as Exhibit A. Capitalized terms used
and not otherwise  defined herein shall have the meaning ascribed to them in the
Master Lease.

                                   AGREEMENT:

         1.  Subleased  Premises:  Subject to the terms and conditions set forth
herein,   Sublessor  subleases  to  Sublessee,   and  Sublessee  subleases  from
Sublessor,  the "Subleased Premises" which shall be defined as follows: (i) from
January 14, 2000  ("Initial  Premises  Commencement  Date") to January 31, 2000,
that certain premises consisting of approximately 7,500 square feet as set forth
on Exhibit C attached hereto  ("Initial  Premises");  (ii) from February 1, 2000
("First Floor Premises  Commencement Date") to February 29, 2000 the first floor
of the Project  consisting of approximately  40,889 square feet, as set forth on
Exhibit C attached hereto ("First Floor  Premises") and (iii) from March 1, 2000
("Second  Floor  Premises  Commencement  Date") to March 14,  2007,  the  entire
Project as set forth on Exhibit C attached hereto  ("Project").  For purposes of
this Sublease,  the square footage amounts set forth in this Sublease are agreed
by the  parties  to be an  accurate  estimate  of  Sublessee's  exclusive  space
regardless of any  measurements to the contrary and are subject to adjustment by
Master Lessor as provided for in the Master Lease.

         2. Early Occupancy:  Following  execution of this Sublease by Sublessor
and  Sublessee  and delivery by Sublessee of its Security  Deposit and the first
payment  of Base  Rent to  Sublessor  as  required  hereunder,  and  proof  that
Sublessee has obtained the workers  compensation,  public liability and property
damage  insurance  required  to be obtained by  Sublessee  under this  Sublease,
Sublessor shall provide  Sublessee with access to the Project for the purpose of
planning its  improvements  to the  Subleased  Premises  and  installing a phone
switch. In addition, Sublessor shall use commercially reasonable efforts to: (a)
make available to Sublessee space for equipment  storage and for early occupancy
by up to 25 of Sublessee's  employees and independent  contractors  prior to the
Initial

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Premises  Commencement Date ("Initial Premises Early  Occupancy"),  and (b) make
the First Floor  Premises and Second Floor  Premises  available to Sublessee for
occupancy prior to the respective Commencement Dates for such Premises set forth
in  Paragraph  1, above  ("First and Second Floor  Premises  Early  Occupancy").
Sublessee  shall provide  Sublessor  advance notice before  entering the Project
prior to the Initial Premises  Commencement  Date.  During any period of Initial
Premises Early Occupancy, Sublessee shall be subject to the terms and conditions
of the Master Lease  excluding  any payments of Base Monthly Rent or  Additional
Rent (as defined in the Master Lease) or Project operating expenses.  During any
period of First and Second Floor Premises Early  Occupancy,  Sublessee  shall be
subject to the terms and conditions of the Master Lease excluding the payment of
Base Rent,  but  Sublessee  shall be subject to payments of  Additional  Rent as
reasonably  allocated by Sublessor to Sublessee's use and occupancy of the First
Floor Premises or Project, as applicable.  During any period of Initial Premises
Early  Occupancy or First and Second Floor Premises Early  Occupancy,  Sublessee
shall not interfere  with  Sublessor's  operations on the Project,  and shall be
subject to Sublessor's reasonable security precautions.

         3. Use:  Sublessee shall use the Subleased  Premises only for such uses
permitted  under the Master Lease and for no --- other  purpose  without  Master
Lessor's and  Sublessor's  prior  written  consent,  which  consent shall not be
unreasonably withheld, conditioned or delayed.

         4. Term:  The term  ("Term")  of this  Sublease  shall  commence on the
Initial Premises Commencement Date, and shall terminate on the earliest to occur
of (a) March 14, 2007, (b) the date this Sublease is sooner terminated  pursuant
to its terms, or (c) the date the Master Lease is sooner terminated  pursuant to
its terms (collectively the "Expiration Date").

         5. Delivery and Acceptance: Sublessor shall use commercially reasonable
efforts to deliver possession of the Project to Sublessee in accordance with the
schedule set forth in Subparagraph 1 hereof. If, despite such efforts, Sublessor
is unable to deliver  possession  of the  Initial  Premises to  Sublessee  on or
before  February 1, 2000, the First Floor Premises on or before March 1, 2000 or
the Project on or before April 1, 2000 for any reason  (other than as the result
of the  actions or  omissions  of  Sublessee),  then,  as  Sublessee's  sole and
exclusive  remedy,  Sublessee may terminate  this Sublease by written  notice to
Sublessor  given no later  than ten (10)  days  following  the date  upon  which
Sublessor's  failure to deliver as required  hereunder gives rise to Sublessee's
right to terminate  this  Sublease.  If Sublessee does not exercise its right to
terminate  hereunder,  Sublessee  shall  not be  obligated  to pay Base  Rent or
Additional  Rent  on  any  portion  of  the  Project  until  Sublessee  receives
possession  of that  portion of the  Project.  In  addition,  any period of rent
abatement that Sublessee otherwise would have enjoyed shall run from the date of
delivery  of  possession  and  continue  for a period  equal  to what  Sublessee
otherwise would have enjoyed.

         6. Rent:

          (a) Base  Rent.  Except  as set forth in  Subparagraphs  6(b) and 6(d)
hereof,  payments of Base Rent (as defined in this Paragraph) shall not commence
until the  Second  Floor  Premises  Commencement  Date and the  period  from the
Initial  Premises  Commencement  Date to the Second Floor Premises  Commencement
Date shall be  considered  a period free of any payment of Base Rent.  Sublessee
shall pay to Sublessor as base monthly rent ("Base Rent") the following amounts:

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                                                  Price per Sq. Ft.   Base Rent
                                                  -----------------   ---------

From the Second Floor Premises Commencement
Date to June 30, 2000 (50% Free Base Rent Period
based on 40,889 square feet)                            $1.400       $ 57,244.60
July 1, 2000 to February 28, 2001                       $1.400       $114,489.20
March 1, 2001 to February 28, 2002                      $1.442       $117,923.87
March 1, 2002 to February 28, 2003                      $1.485       $121,440.33
March 1, 2003 to February 29, 2004                      $1.530       $125,120.34
March 1, 2004 to February 28, 2005                      $1.576       $128,882.13
March 1, 2005 to February 28, 2006                      $1.623       $132,725.69
March 1, 2006 to February 28, 2007                      $1.672       $136,732.82
March 1, 2007 to March 14, 2007                         $1.722       $140,821.72

          (b) Base Rent and  Additional  Rent (as defined in  Subparagraph  6(c)
hereof),  except as otherwise  set forth in  Subparagraphs  6(a) and (c) hereof,
shall be paid to Sublessor on or before the first (1st) day of each month during
the Term.  Base Rent and Additional Rent  (collectively,  "Rent") for any period
during the Term  hereof  which is for less than one month of the Term shall be a
pro rata portion of the monthly  installment  based on the actual number of days
in such month.  Rent shall be payable  without  notice or demand and without any
deduction,  offset,  or abatement  (except as expressly  set forth  herein),  in
lawful  money of the United  States of America.  Rent shall be paid  directly to
Sublessor  at  Komag,  Inc.,  1710  Automation  Parkway,  San  Jose,  CA  95131,
Attention:  Accounts  Receivable,  or such other address as may be designated in
writing by Sublessor.  Notwithstanding  the  foregoing,  upon  execution of this
Sublease by Sublessee,  Sublessee  shall pay to Sublessor the sum of Fifty-Seven
Thousand Two Hundred and Forty-Four Dollars and 60/00 ($57,244.60) as prepayment
of Base Rent for credit against the first  installment of Base Rent due upon the
Second  Floor  Premises  Commencement  Date and any  resulting  excess  shall be
applied to the second installment of Base Rent due hereunder.

          (c)  Additional  Rent.  All monies other than Base Rent required to be
paid  by  Sublessee   under  this  Sublease  (and  under  the  Master  Lease  as
incorporated  into this Sublease) shall be deemed  additional rent  ("Additional
Rent").  Except as otherwise set forth in this  Paragraph,  Sublessee  shall pay
such amounts of Additional Rent to Sublessor  within ten (10) days following the
date upon which  Sublessor  delivers an invoice to Sublessee for such payment of
Additional Rent.

               (i)  Notwithstanding  anything to the contrary in this  Sublease,
except for costs or charges arising out of the negligence or willful  misconduct
of Sublessee,  Sublessee shall have no obligation to pay any Additional Rent for
the  period  from the  Initial  Premises  Commencement  Date to the First  Floor
Premises Commencement Date. Sublessee shall pay its Pro-Rata Share of Additional
Rent for the  period  from the First  Floor  Premises  Commencement  Date to the
Second  Floor  Premises   Commencement   Date.   "Pro-Rata   Share"  shall  mean
Fifty-Percent  (50%) of the Additional  Rent owed by Sublessor  under the Master
Lease,  provided,  however,  that Sublessor,  in the reasonable  exercise of its
discretion,  may allocate any  particular  item of Additional  Rent on any other
basis to  reflect  an  allocation  of  Additional  Rent  that is  equitable  and
attributable to Sublessee's occupancy of Subleased Premises.

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               (ii)  Notwithstanding  anything to the contrary in this Sublease,
in no event shall  Sublessee be responsible for the payment of any real property
taxes  assessed  against  any real  property  other than the  Premises,  nor any
personal  property  taxes  assessed  against any  personal  property or trade or
business fixtures that are not owned or leased by Sublessee.

          (d)  Inducement  Recapture.  Any  agreement for free or abated rent or
other charges,  or for the giving or paying by Sublessor to or for the Sublessee
of any cash or other bonus, inducement or consideration for Sublessee's entering
into this Sublease,  all of which  concessions  are  hereinafter  referred to as
"Inducement  Provisions,"  shall be deemed conditioned upon Sublessee's full and
faithful  performance  of all of the terms,  covenants  and  conditions  of this
Sublease.  Upon a material and uncured breach of this  Sublease,  or any default
under Section 22 of the Master Lease as  incorporated  into this  Sublease,  any
such  Inducement  Provision  shall  automatically  be deemed  deleted  from this
Sublease and of no further force and effect, and any rent, other charge,  bonus,
inducement or consideration theretofore abated, given or paid by Sublessor under
such  Inducement  Provision shall be immediately due and payable by Sublessee to
Sublessor.  The  acceptance by Sublessee of Rent shall not be deemed a waiver of
this provision unless so specifically stated in writing by Sublessor.

         7.  Security  Deposit.  Upon  execution of this  Sublease by Sublessee,
Sublessee shall provide to Sublessor a security  deposit in the form of a letter
of credit in the amount of Two Hundred and Fifty  Thousand  Dollars  ($250,000).
("Letter of Credit").  All  references in this Sublease and the Master Lease (as
incorporated  herein) to the Security Deposit shall mean the Letter of Credit or
any Cash Deposit. The Letter of Credit shall: (i) be issued by a commercial bank
reasonably  satisfactory  to  Sublessor  ("Issuer");  (ii) be a stand-by,  sight
draft,  irrevocable letter of credit; (iii) name Sublessor as beneficiary;  (iv)
not expire prior to one year or longer after the date of its  issuance;  and (v)
provide that it is governed by the Uniform  Customs and Practice for Documentary
Credits  (1993  revisions).  Notwithstanding  anything  to the  contrary in this
Paragraph, upon completion of an initial public offering of Sublessee's stock on
the New York or NASDAQ Stock  Exchanges,  Sublessee's  Letter of Credit,  or the
balance of any cash proceeds  held by Sublessor,  shall be returned to Sublessee
upon  Sublessee's  delivery to Sublessor of a new Letter of Credit in the amount
of  One  Hundred  Forty  Thousand  Eight  Hundred  and  Twenty-One  Dollars  and
Seventy-Two  Cents  ($140,821.72) and such reduced letter of credit shall be the
"Letter of Credit"  hereunder.Within  fourteen  (14) days prior to expiration of
any Letter of Credit then in effect,  Sublessee  shall cause the Issuer to issue
and deliver to  Sublessor a Letter of Credit to replace the  expiring  Letter to
Credit ("Replacement Letter of Credit").  The Replacement Letter of Credit shall
be in the amount  required  under this Paragraph 7 and shall be on the terms and
conditions  set forth in items (i)  through  (v) above.  In the event  Sublessee
fails to timely  provide a  Replacement  Letter  of Credit as  provided  herein,
Sublessor  shall be  entitled  to draw upon the  entire  amount of the Letter of
Credit and hold it as a cash  security  deposit  until a  Replacement  Letter of
Credit  is  furnished  by  Sublessee.  If  Sublessee  fails to pay Rent or other
charges due in accordance with the terms of this Sublease or otherwise  defaults
with respect to any provision of this  Sublease,  then  Sublessor may draw upon,
use,  apply or retain all or any portion of the Security  Deposit to satisfy any
uncured  default  in the  payment  of any Rent or other  charge  resulting  from
Sublessee's  uncured  default,  for the payment of any other sum which Sublessor
has become obligated to pay by reason of Sublessee's  default,  or to compensate
Sublessor  for any loss or damage  which  Sublessor  has  suffered  thereby.  If
Sublessor  so uses or applies all or any portion of the Security  Deposit,  then
Sublessee,  within  ten

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(10) days after written demand by Sublessor  therefor  specifying the portion of
the Letter of Credit applied and the purpose of the  application,  shall restore
the Security  Deposit to the full amount stated  above.  Within thirty (30) days
following the expiration or earlier  termination of this Sublease,  if Sublessee
is not in default hereunder,  Sublessor shall return to Sublessee so much of the
Security  Deposit as is held by Sublessor  and has not been applied by Sublessor
pursuant  to  this  Paragraph,  or  which  is not  otherwise  required  to  cure
Sublessee's defaults hereunder.

         8.  Sublessee's  Repair and  Maintenance  Obligations:  Notwithstanding
anything to the  contrary  in this  Sublease or  Paragraph  16 hereof,  from the
Initial  Premises  Commencement  Date to the First Floor  Premises  Commencement
Date,  Sublessee  shall have no  obligation  to repair or maintain the Subleased
Premises  or  reimburse  Sublessor  for any costs  attributable  to  Sublessor's
obligation to maintain or repair the Subleased  Premises  under the terms of the
Master  Lease,  except to the extent  resulting  from the  negligence or willful
misconduct of Sublessee.  From the First Floor Premises Commencement Date to the
Second Floor Premises  Commencement Date, Sublessee shall have no obligations to
repair or maintain the Subleased  Premises  (except to the extend resulting from
the  negligence  or  willful  misconduct  of  Sublessee),  but  Sublessee  shall
reimburse  Sublessor for costs incurred by Sublessor for  maintenance and repair
as set forth in Paragraph 6(c) hereof.

         9. Use of the Cafeteria:  Sublessor shall permit Sublessee's  employees
to use the  cafeteria  located at the  Project at any time  between  the Initial
Premises  Commencement  Date and the First  Floor  Premises  Commencement  Date,
provided, however, that Sublessee shall reimburse Sublessor, as Additional Rent,
for Sublessor's costs attributable to Sublessee's share of cafeteria  operations
costs on a mutually  agreed upon basis.  From and after the First Floor Premises
Commencement  Date,  Sublessee  agrees to permit  Sublessor's  employees  in the
Project and those located at 1710 Automation Parkway, San Jose,  California,  to
use the cafeteria provided, however, that Sublessor shall reimburse Sublessee on
a mutually  agreed upon basis for such usage taking into account the  respective
numbers of employees  of  Sublessor  and  Sublessee  with regular  access to the
cafeteria.  Notwithstanding  the foregoing,  Sublessee reserves the right at any
time during the Term, in its sole  discretion,  to terminate  Sublessor's use of
the  cafeteria  if the parties are unable to  mutually  agree on an  appropriate
reimbursement  formula or if Sublessor's usage, when added to Sublessee's usage,
exceeds the efficient  capacity of the cafeteria or otherwise becomes disruptive
to Sublessee.

         10. Transferred Property:  Sublessee desires to purchase from Sublessor
and  Sublessor  desires to sell to  Sublessee  that certain  personal  property,
equipment  and  fixtures  identified  on  Schedule 1 of Exhibit D  ("Transferred
Property").  The  Transferred  Property shall be sold to Sublessee at a purchase
price of Four Hundred Thousand Dollars ($400,000)  (subject to adjustment as set
forth on  Schedule 1 to Exhibit D) payable as set forth  herein.  Provided  that
Master  Lessor  has  approved  this  Sublease,  on or before  February  1, 2000,
Sublessor  shall provide to Sublessee an executed bill of sale for the Subleased
Property in the form of the  attached  Exhibit D ("Bill of Sale") and  Sublessee
shall provide to Sublessor a cash payment in the amount of Two Hundred  Thousand
Dollars ($200,000) and an executed  promissory note in the amount of $200,000 in
the form of the attached  Exhibit E ("Note").  The payments  made under the Note
shall be considered Additional Rent for the purposes of this Sublease. Except as
otherwise  specifically set forth in the Bill of Sale, Sublessor is transferring
the Transferred  Property to Sublessee "as is" "where is" and Sublessor makes no
representation or warranty of any kind with respect to the Transferred Property,
including,  without  limitation,  the  condition  or fitness of the  Transferred
Property for Sublessee' s proposed or

                                      -5-
<PAGE>
actual use thereof.  Sublessor shall have no obligation to repair or replace any
item of Transferred Property. The parties hereto acknowledge that from the First
Floor Premises Commencement Date to the Second Floor Premises Commencement Date,
Sublessor  shall be permitted to continue to use, at no cost to  Sublessor,  the
Transferred  Property located on the second floor of the Project,  provided that
Sublessor  shall  be  responsible  for  any  injury,  loss  or  damage  to  such
Transferred Property while it is being used by Sublessor.

         11. Security System: From the First Floor Premises Commencement Date to
the Second Floor Premises  Commencement  Date,  Sublessor shall provide security
services to Sublessee and Sublessee shall pay to Sublessor,  as Additional Rent,
Sublessee's Pro-Rata Share of such costs. After the Second Premises Commencement
Date,  and for the  remainder  of the  Term,  Sublessee  may  request  to  share
Sublessor's  existing security services,  and if Sublessor  consents,  Sublessee
shall reimburse  Sublessor for the costs of such services,  as Additional  Rent,
for its Pro Rata Share of such security services.

         12.   Enforcement  of  Master   Lessor's   Obligations:   In  enforcing
performance of all such  obligations of Master  Lessor's  obligations  under the
Master Lease, Sublessor shall (a) upon Sublessee's written request,  immediately
notify  Master Lessor of its  nonperformance  under the Master Lease and request
that Master  Lessor  perform its  obligations  under the Master  Lease,  and (b)
permit  Sublessee to commence a lawsuit or other action in Sublessee's name (and
assign to Sublessee any rights of Sublessor  required in connection  therewith),
or  commence  a lawsuit  or other  action in  Sublessor's  name,  to obtain  the
performance  required from Master  Lessor under the Master Lease,  provided that
(i) Sublessee pays any all costs,  expenses,  liabilities or damages of any kind
or nature  incurred in  connection  with or arising  out of any such  lawsuit or
other action;  and (ii) uses counsel  reasonably  acceptable to Sublessor in the
pursuit of any such lawsuit  prosecuted in  Sublessor's  name.  Sublessee  shall
promptly  provide  Sublessor a copy of any and all  pleadings to be filed in any
such lawsuit.

         13.  Condition of the Subleased  Premises:  Sublessor shall provide the
Subleased  Premises  to  Sublessee  with  the  roof,  elevators,   HVAC  system,
electrical,  plumbing and lighting in good working  condition.  Sublessee  shall
have until May 31, 2000  ("Warranty  Period") to notify  Sublessor in writing of
any  non-compliance  with the warranty set forth in the previous  sentence,  and
upon receipt of such written notice during the Warranty Period,  Sublessor shall
promptly  make  required  repairs,  except to the  extent  such  repairs  are an
obligation of Master Lessor under the Master Lease.  Except as specifically  set
forth in this Paragraph 12, Sublessee is subleasing the Subleased Premises on an
"as-is" basis, and Sublessor has made no representations or warranties,  express
or  implied,  with  respect to the  condition  of the  Project as of the Initial
Premises  Commencement Date. Except as specifically set forth in this Paragraph,
Sublessor  shall have no  obligation  whatsoever  to make or pay the cost of any
alterations,  improvements  or  repairs  to  the  Premises,  including,  without
limitation,  any  improvement  or  repair  required  to  comply  with  any  law,
regulations,  building code or ordinance  (including,  without  limitation,  the
Americans with Disabilities Act of 1990).  Sublessor shall have no obligation to
perform any of the repairs or capital  improvements  required to be performed by
Master  Lessor  under  the  terms  of the  Master  Lease;  Sublessor's  sole and
exclusive  obligations  in this regard are stated in Paragraphs 12 and 17(a)(iv)
hereof.

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<PAGE>
         14.  Effect  of  Conveyance:   As  used  in  this  Sublease,  the  term
"Sublessor" means the holder of the "Tenant's"  interest under the Master Lease.
In the event of any assignment or transfer of the "Tenant's"  interest under the
Master Lease, which assignment or transfer may occur at any time during the Term
hereof,  as between  Sublessor and Sublessee,  Sublessor  shall be and hereby is
entirely  relieved of all  covenants  and  obligations  of  Sublessor  hereunder
arising  from and  after  the date of such  transfer,  provided  that  Sublessor
delivers to  Sublessee  the written  agreement of the  transferee  to assume and
carry out all covenants and  obligations to be performed by Sublessor  hereunder
from and after the date of such transfer. Sublessor may transfer and deliver any
security of Sublessee to the  transferee of the  "Tenant's"  interest  under the
Master Lease,  and  thereupon  Sublessor  shall be  discharged  from any further
liability  with respect  thereto.  Any fees or costs relating to the transfer of
any Letter of Credit shall be paid by Sublessee.

         15. Surrender: Sublessee shall not be permitted to make any alterations
to the Subleased  Premises  without the advance written consent of Master Lessor
(pursuant to the terms of the Master Lease) and Sublessor.  Sublessor  shall not
unreasonably  withhold,  condition  or delay  consent to such  alterations,  but
Sublessor  may  place  reasonable  conditions  upon  its  consent,  including  a
requirement  (notwithstanding  any  consent  of  Master  Lessor):  (i) that such
alteration  be removed  at the end of the  Sublease  Term;  and (ii) that in the
event Sublessee desires to perform  alterations which when aggregated with other
alterations  performed by Sublessee in the Subleased Premises, in the reasonable
estimation of Sublessor,  will cost in excess of $100,000 to remove,  until such
time as  Sublessee  is a public  company  listed on the New York or NASDAQ Stock
Exchanges,   Sublessee  shall  provide  a  bond  or  other  financial  assurance
acceptable to Sublessor (in the reasonable exercise of its discretion)  insuring
that  sufficient   proceeds  will  be  available  to  fund  Sublessee's  removal
obligation.  If Master Lessor or Sublessor  does not consent to the surrender of
such  alterations  at the expiration or earlier  termination  of the Term,  then
prior to expiration or earlier  termination  of this Sublease,  Sublessee  shall
remove from the Subleased Premises,  at Sublessee's sole cost and expense,  such
alterations,  along with all of its trade  fixtures and personal  property,  and
shall  surrender  the  Subleased  Premises to  Sublessor in good  condition  and
repair,  free of Hazardous  Materials (as defined in the Master Lease) caused by
Sublessee,  reasonable  wear and tear excepted and otherwise in the condition as
existed on the Initial Premises  Commencement Date If the Subleased Premises are
not so  surrendered,  then Sublessee  shall be liable to Sublessor for all costs
incurred by Sublessor  (including  any charges by Master Lessor under the Master
Lease) in returning the  Subleased  Premises to such  required  condition,  plus
interest  thereon at the lesser of twelve (12)  percent per annum or the maximum
rate allowable by law.

         16.  Holdover:  If Sublessee  remains in  possession  of the  Subleased
Premises  after  the  expiration  or  earlier   termination  of  this  Sublease,
Sublessee's  continued possession shall be as a sublessee from month to month of
Sublessor and Sublessee  shall continue to comply with and perform all the terms
and obligations of the Sublessee under this Sublease and pay Sublessor  holdover
Base Rent equal to one hundred and twenty five  percent  (125%) of the Base Rent
payable  immediately  preceding the  termination  of this Sublease  ("Prior Base
Rent")plus actual Additional Rent for the first two (2) months of the hold over,
and one hundred and fifty percent of such Prior Base Rent plus actual Additional
Rent thereafter . Sublessee shall indemnify,  protect,  defend and hold harmless
Sublessor,  its officers,  directors,  employees,  agents and assigns,  from and
against all loss and liability  resulting from Sublessee's delay in surrendering
the Subleased  Premises from and after the  termination  of this  Sublease.

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<PAGE>
         17. Other Sublease Terms:

          (a)  Incorporation  by Reference.  Except as otherwise  provided in or
modified by this Sublease, the terms, provisions and conditions contained in the
Master Lease are incorporated herein by reference, and are made a part hereof as
if set forth herein at length;  provided,  however,  that: (i) each reference in
such incorporated  sections to "Lease" shall be deemed a reference to "Sublease"
as defined herein,  each reference to the "Premises" shall be deemed a reference
to the "Subleased  Premises" as defined herein;  each reference to "Base Monthly
Rent" shall be deemed a reference  to "Base  Rent" as defined  herein,  and each
reference  to  "Commencement  Date"  shall be  deemed a  reference  to  "Initial
Premises Commencement Date" as defined herein (except as otherwise  specifically
set forth  herein);  (iii) each  reference to "Landlord"  and "Tenant"  shall be
deemed a reference  to  "Sublessor"  and  "Sublessee",  respectively;  (iv) with
respect   to  work,   services,   repairs,   restoration,   insurance,   capital
improvements,  or the performance of any other obligation of Master Lessor under
the Master Lease, the sole obligation of Sublessor shall be to notify and demand
performance from Master Lessor as and when requested to do so by Sublessee,  and
to use Sublessor's  reasonable  efforts (provided  Sublessee pays all reasonable
costs incurred by Sublessor in connection  therewith) to obtain Master  Lessor's
performance,  and Sublessor shall further permit Sublessee to bring an action on
behalf of Sublessor  against  Master  Lessor to compel the  performance  of such
obligations  at the sole cost and expense of Sublessee;  (v) with respect to any
obligation of Sublessee to be performed under this Sublease, wherever the Master
Lease  grants  to   Sublessor  a  specified   number  of  days  to  perform  its
corresponding  obligations  under the Master Lease (excluding the payment of any
Rent),  except as otherwise provided herein,  Sublessee shall have two (2) fewer
days to  perform  the  obligation,  including,  without  limitation,  curing any
defaults;  (vi)  Sublessor  shall have no liability to Sublessee with respect to
(a) representations and warranties made by Master Lessor under the Master Lease,
(b) any  indemnification  obligations of Master Lessor under the Master Lease or
other  obligations  or  liabilities  of Master Lessor with respect to compliance
with laws,  condition  of the Premises or  Hazardous  Materials,  and (c) Master
Lessor's  repair,  maintenance,   restoration,  upkeep,  insurance  and  similar
obligations  under the Master Lease,  regardless of whether the incorporation of
one or more  provisions  of the Master Lease into the Sublease  might  otherwise
operate to make Sublessor liable therefor; (vii) with respect to any approval or
consent required to be obtained from the "Landlord" under the Master Lease, such
approval or consent must be obtained from both Master Lessor and Sublessor,  and
the approval or consent of Sublessor may be withheld if Master Lessor's approval
or consent is not obtained;  (viii) the following provisions of the Master Lease
are expressly not  incorporated  herein by reference:  Sections 1, 2, 4, 57; the
seventh sentence of Section 8; the introductory clause in the first sentence the
second full  paragraph of Section 12.C.;  Sections 26 and 29.B.  and.; the first
sentence of Section 32; Sections 34, 37, 38, 39, 41, 42, 46.E., 46.I., 46.L. and
46.N.; Exhibits A-G; and the First Amendment to Lease in its entirety:  (ix) the
time  limits set forth in  Section  22(c) of the  Master  Lease as  incorporated
herein shall be modified from ninety (90) days to thirty (30) days; (x) the time
limits in Section  46.M. of the Master Lease shall be changed from five (5) days
to fifteen (15) days; and (xi) notwithstanding  anything to the contrary in this
Sublease,  or the provisions of the Master Lease incorporated herein (including,
without  limitation,  the second paragraph of Sections 10 or 46.M. of the Master
Lease):  (i) Sublessee shall be required to remove any Alterations placed in the
Project to the extent their removal is required by Master Lessor pursuant to the
terms of the Master Lease (unless Master Lessor has agreed, in writing, to allow
such Alterations to remain in the

                                      -8-
<PAGE>
Project) and (ii)  Sublessor's  consent to any sublease or  assignment  shall be
deemed  denied if Master  Lessor's  consent to such  sublease or  assignment  is
denied.  Sublessee  acknowledges that the provisions of Section 13 of the Master
Lease, as incorporated  herein, will require Sublessee,  during the Term, to pay
all personal property taxes associated with the building improvements,  fixtures
and equipment located on the Sublease Premises.

         (b) Assumption of Obligations.  This Sublease is and at all times shall
be subject and  subordinate  to the Master Lease and the rights of Master Lessor
thereunder.  Sublessor  covenants and agrees not to modify the Master Lease in a
manner that adversely affects Sublessee's rights hereunder.  Sublessor shall not
commit  or  permit an of its  employees  or  agents  to commit on the  Subleased
Premises  any act or omission  which shall  violate any term or condition of the
Master Lease. Sublessor represents and warrants that the Master Lease is in full
force and effect and that Sublessor has no knowledge of any default by Sublessor
or Master Lessor under the Master Lease.  Sublessee hereby expressly assumes and
agrees during the Term of this  Sublease:  (i) to comply with all  provisions of
the Master Lease which are required to be performed by Sublessee hereunder;  and
(ii) to perform all the  obligations on the part of the "Tenant" to be performed
under the terms of the Master Lease during the term of this  Sublease  which are
required to be performed by Sublessee  hereunder.  Sublessee shall not commit or
permit to be committed on the Subleased Premises any act or omission which shall
violate any term or condition of the Master Lease.  In the event of  termination
of Sublessor's  interest as "Tenant" under the Master Lease for any reason, this
Sublease shall  terminate  simultaneously  (subject to any other agreement which
may  exist  between  Sublessee  and  Master  Lessor)  with such  termination  of
Sublessor's interest.  Sublessor shall not be permitted to voluntarily terminate
the Master Lease except in strict  accordance with specific  termination  rights
granted Sublessor in the Sections 28 and 30 Master Lease.

         18. Quiet Enjoyment.  The Sublessor  covenants that, upon the Sublessee
paying  Rent in a timely  manner and  observing  in a timely  fashion all of the
Sublessee's other obligations hereunder, the Sublessee may peaceably and quietly
have, hold and enjoy the Subleased  Premises  throughout the term, free from any
interference  from  Sublessor,  subject  to the  terms and  conditions  provided
elsewhere in this Sublease.

         19. Notices:  The address of each party shall be that address set forth
below their signatures at the end of this Sublease.  Any party hereto may change
its address for the  purposes of this  Paragraph 19 by delivery of at least five
(5) days prior  written  notice of such  change to the other party in the manner
set  forth  in  this  Paragraph.  All  notices,  demands  or  communications  in
connection with this Sublease shall be (i) in writing,  (ii) properly addressed,
and (iii) either (a) served personally,  (b) or sent by prepaid, certified mail,
return receipt requested,  or (c) sent by recognized  overnight courier service,
or (d) sent by facsimile.  Notices served personally shall be deemed received on
the date of delivery.  Notices  mailed in  accordance  herewith  shall be deemed
received on the date the U.S. Post Office receipts delivery or refusal to accept
delivery.  Notices  delivered  by  recognized  courier  service  shall be deemed
received on the next  business day following  deposit with the courier  service.
Notices sent by facsimile shall be deemed received upon electronic  confirmation
of receipt of  transmission.  If a notice is  received  or deemed  received on a
Saturday,  Sunday  or legal  holiday,  it shall be deemed  received  on the next
business day. All notices given to Master Lessor under the Master Lease shall be
considered received only when delivered in accordance with the Master Lease.

                                      -9-
<PAGE>
         20. Hazardous Materials: Sublessee shall use no Hazardous Materials in,
on, under or about the Subleased Premises or the building,  except in accordance
with the terms and conditions of the Master Lease,  and except for the types and
quantities of Hazardous  Materials set forth on Exhibit F attached  hereto,  and
Sublessee  shall  indemnify,   defend  with  counsel  reasonably  acceptable  to
Sublessor,   protect,  and  hold  harmless  Sublessor,  its  employees,  agents,
contractors,    stockholders,    officers,   directors,   successors,   personal
representatives,  and  assigns  from and against  all  claims,  actions,  suits,
proceedings,  judgments, losses, costs, personal injuries, damages, liabilities,
deficiencies,  fines,  penalties,  damages,  attorneys' fees, consultants' fees,
investigations,  detoxifications,  remediations, removals, and expenses of every
type and nature, to the extent caused by the use, release,  disposal,  discharge
or emission of Hazardous Materials on or about the Subleased Premises during the
Term of this  Sublease  by  Sublessee  or  Sublessee's  employees  or  agents or
invitees other than Sublessor, Master Lessor or their agents or employees.

         21. Conditions Precedent:  Notwithstanding anything to the contrary set
forth  in  this  Sublease,  it  shall  be  an  express  condition  precedent  to
Sublessor's and Sublessee's  obligations hereunder that, and this Sublease shall
not be effective  unless and until,  Master  Lessor has  consented in writing to
this  Sublease,  as set forth on Exhibit G  attached  hereto  ("Master  Lessor's
Consent").  If Master Lessor does not consent in writing to this Sublease within
thirty (30) days after the full  execution and delivery of this  Sublease,  then
either party may, at any time thereafter until such consent and  non-disturbance
are  obtained,  terminate  this  Sublease  upon  written  notice  to the  other,
whereupon  any  monies  previously  paid by  Sublessee  to  Sublessor  shall  be
reimbursed to Sublessee.

         22. Assignment and Subletting: Sublessee shall not assign this Sublease
or sublet all or any part of the Subleased  Premises  except in accordance  with
Section  29 of the  Master  Lease.  Any  transfer  circumstance  or event  which
constitutes an assignment or subletting  under the Master Lease shall constitute
an assignment or subletting under this Sublease. Notwithstanding anything to the
contrary in this  Sublease,  Sublessee  may assign this  Sublease as well as its
rights and obligations hereunder without the consent of Sublessor as provided in
Section  29.E.  of the Master Lease (as  incorporated  herein) so long as at the
time of such sublet or assignment, Sublessee has a net worth of $50,000,000.

         23. Indemnity:  Sublessee shall indemnify,  defend,  protect,  and hold
Sublessor  and  its  officers,   agents,   employees,   successors  and  assigns
(collectively, "Sublessor's Agents") and Master Lessor harmless from and against
all  claims,   demands,   actions,   causes  of  action,   losses  and  expenses
(collectively  "Claims")  which may be brought  against  Sublessor,  Sublessor's
Agents or Master Lessor or which Sublessor,  Sublessor's Agents or Master Lessor
may pay or  incur by  reason  of any  breach  or  default  of this  Sublease  by
Sublessee,  a misrepresentation by Sublessee of the matters set forth herein, or
the  acts,   omissions,   negligence  or  willful  misconduct  of  Sublessee  or
Sublessee's  employees,  agents,  contractors,  or  invitees  in  or  about  the
Subleased  Premises during the Term to the extent that the Claims are not caused
by the  negligence  or willful  misconduct of Sublessor or  Sublessor's  Agents.
Without  limiting the generality of the foregoing,  Sublessee  shall  indemnify,
defend,  protect  and hold  Sublessor,  Sublessor's  Agents  and  Master  Lessor
harmless  from and against any Claims  which may be brought  against  Sublessor,
Sublessor's  Agents or Master Lessor or which Sublessor,  Sublessor's  Agents or
Master  Lessor  may pay or  incur  by  reason  of any  violation  of any laws by
Sublessee or its employees, agents or contractors.

                                      -10-
<PAGE>
         24.  Signage:  Subject  to Master  Lessor's  approval  and  subject  to
Sublessee's   compliance  with  all  laws,  codes,   ordinances  and  covenants,
conditions and  restrictions,  beginning no later than the Second Floor Premises
Commencement Date, Sublessee shall be entitled to exclusive use of that monument
sign located on the right side of the  entrance to the Project at the  northeast
corner of Automation Parkway and Hostetter Road. In addition, subject to Section
20 of the  Master  Lease,  Sublessee  shall  have the  exclusive  right to place
signage on the interior and exterior of the Project.  Sublessor shall remove all
of its signage at the Project  prior to the Second Floor  Premises  Commencement
Date.  Sublessee  acknowledges that the existing monument was subject to special
permitting  requirements  and  that  Sublessee  may  have to also  seek  special
permitting or replace such monument with a smaller sized monument.

         25.  Successors:  This  Sublease  shall be  binding on and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

         26.  Leaseback  of  Storage  Space:  Sublessee  shall use  commercially
reasonable  efforts,  but without obligation to do so, to make available no more
than 5,000 square feet of storage  space for lease by Sublessor  for a period of
no more than six months following the Second Floor Premises  Commencement  Date.
Such space shall be provided at the same Base Rent plus prorata expenses as paid
by  Sublessee  under this  Sublease.  Sublessor  would have access to such space
during normal business hours.

         27. Broker:  Sublessor and Sublessee represent,  warrant and agree that
the only  brokers or agents with which they have dealt in  connection  with this
Lease are CB Richard  Ellis,  Inc.  ("Sublessor's  Broker")  and Cornish & Carey
Commercial  ("Sublessee's  Broker"),  for whose  commissions  Sublessor shall be
solely  responsible  pursuant  to a  separate  brokerage  commission  agreement.
Sublessor and Sublessee  agree to indemnify,  defend and hold the other harmless
of,  from and  against  any  claims  against  or costs and  expenses  (including
reasonable  attorney's fees and expenses) incurred by the other resulting from a
misrepresentation,  breach of warranty,  nonfulfillment of warranty or breach of
agreement  with respect to the  foregoing.  The  provisions of this Paragraph 26
shall survive the expiration of the Term or sooner termination of this Sublease.

         28.  Counterparts:  This  Sublease  may be  executed  in  one  or  more
counterparts each of which shall be deemed an original but all of which together
shall constitute one and the same  instrument.  Signature copies may be detached
from the counterparts and attached to a single copy of this Sublease  physically
to form one document. A facsimile  counterpart signature delivered to each party
shall be deemed an original for the purpose of the execution of this Sublease.

         29. Entire  Agreement:  This Sublease and the  provisions of the Master
Lease incorporated  herein by the express terms of this Sublease  constitute the
complete and exclusive  agreement  among the parties with respect to the matters
contained  herein  and  supersede  all  prior  written  or  oral  agreements  or
statements by and among the parties  hereto  regarding  the same,  provided that
this Sublease  shall be at all times subject to all of the terms and  conditions
of the Master Lease.

                                      -11-
<PAGE>
         IN WITNESS  WHEREOF,  the parties have executed this Sublease as of the
day and year first above written.

SUBLESSEE:                              SUBLESSOR:


2WIRE, INC.                             KOMAG INCORPORATED


By:                                     By:
    --------------------------------        ------------------------------------

Printed                                 Printed
Name:                                   Name:
      ------------------------------          ----------------------------------
Its:                                    Its:
     -------------------------------         -----------------------------------

Date:                                   Date:
      ------------------------------          ----------------------------------

Address:                                Address: 1710 Automation Parkway
                                                 San Jose, CA 95131

Attention:                              Attention:  Treasurer

FAX:                                    FAX:

                                      -12-
<PAGE>
                                    EXHIBIT A

                                  MASTER LEASE

This Exhibit is a copy of the Lease Agreement dated May 24, 1996 between Sobrato
Development  Companies #871 and Komag,  Incorporated  (incorporated by reference
from Exhibit  10.1.12 filed with the Company's  report on Form 10-K for the year
ended December 29, 1996).
<PAGE>
                                    EXHIBIT B

                                  PARKING AREA

This exhibit is a drawing of the parking lot associated  with the building under
lease.
<PAGE>
                                    EXHIBIT C

                  INITIAL AND FIRST FLOOR PREMISES AND PROJECT

This is a two page drawing of the layout of the building  under  sublease  which
depicts both the first and second floor.
<PAGE>
                                    EXHIBIT D

                                  BILL OF SALE

         For good and  valuable  consideration  the  receipt  of which is hereby
acknowledged,  Komag, Inc. a Delaware corporation,  ("Seller") does hereby sell,
transfer,  and convey to 2Wire, Inc., a Delaware corporation,  or its designated
assignee ("Buyer"),  all Transferred Property owned by Seller used in connection
with the Project (as such terms are defined in that certain Sublease dated as of
January 14, 2000, between Seller and Buyer) which Transferred Property is listed
on Schedule 1 attached hereto.

         Seller does  hereby  represent  and  warrant to Buyer  that,  except as
identified  on  Schedule 1, Seller is the sole,  lawful  owner of such  personal
property,  that  Seller  has good title and full right to sell the same free and
clear of any lien,  encumbrance  or claim of any  nature,  and will  warrant and
defend the title thereto unto Buyer,  its  successors  and assigns,  against the
claims and demands of all persons whomsoever.

         Seller will, at the request of Buyer and without further consideration,
promptly execute and deliver, and will cause its officers,  agents and employees
to execute and deliver, such other instruments of sale, transfer, conveyance and
assignment,  and take such other  actions,  as may  reasonably  be  necessary to
effectuate the transaction contemplated hereby.

         Seller, on behalf of itself and its successors and assigns, does hereby
agree to indemnify and hold Buyer, its successors and assigns, harmless from any
and all obligations arising under or in relation to the Transferred  Property or
any maintenance, service and supply contracts related thereto, prior to the date
hereof but not thereafter.


SELLER:

KOMAG, INC.,
a Delaware corporation

By:
    --------------------------------

Its:
    --------------------------------


DATED this _____ day of January, 2000
<PAGE>
                                   SCHEDULE 1

                       Description of Transferred Property

1.   Subject only to the  exclusions in paragraphs 2 and 3, below,  the property
     to be purchased by Sublessee from Sublessor pursuant to paragraph 10 of the
     Sublease (the  "Transferred  Property")  includes all fixtures,  furniture,
     equipment and personal property existing on the Premises as of December 20,
     1999. Without limiting the generality of the foregoing, and for purposes of
     clarification only, the Transferred  Property  specifically  includes:  the
     equipment  racks in the telecom and computer  rooms,  the patch panels with
     existing  in-place  wiring,  all security  system  elements  located in the
     building,  all AV equipment in the building that is physically  attached to
     the structure such as monitors,  speakers, screens, all cafeteria equipment
     and furniture,  utensils,  refrigerators,  stoves, all file cabinets,  book
     cases,  cubicles,  desks, chairs,  conference room furniture and equipment,
     Polycom phones, clocks,  pictures and wall hangings, all built-in fixtures,
     lights, cabling in the video conference rooms.

2.   Notwithstanding  the provisions of paragraph 1, above,  the following items
     are excluded from the  Transferred  Property:  all  telephones  (other than
     Polycom phones),  computers,  servers, 3Com switches, routers, tape storage
     cabinets,  ups, APC roll around equipment cabinets,  HP plotter,  printers,
     copiers,  and equipment  owned by 3rd parties (the only items as such being
     the  coffee  services),  fireproof  file  cabinets,  the  Picturetel  video
     conferencing equipment including codec, cameras, microphones,  monitors and
     connected  telecom  equipment,  and all  items  owned  personally  by Komag
     employees.

3.   Notwithstanding  the provisions of paragraph 1, above, at any time prior to
     February 1, 2000, Sublessor, at its sole cost and with the reasonable prior
     written  consent of  Sublessee,  may remove  from the  Premises  and retain
     selected items of Transferred Property ("Retained Property"), provided: (a)
     Sublessor  shall  provide  Sublessee  with a complete list of such Retained
     Property  together with  original  invoices,  receipts or other  reasonably
     satisfactory  evidence of the original cost of such Retained Property,  and
     (b) the  $200,000  down  payment to be paid by Sublessee to Sublessor on or
     before  February 1, 2000,  shall be reduced by an amount equal to the total
     original cost of the Retained Property multiplied by forty (40) percent.

4.   Sublessor  promptly  shall  repair and restore  any damage to the  Premises
     caused  by  Sublessor's  removal  of items  excluded  from the  Transferred
     Property and/or any Retained Property.
<PAGE>
                                    EXHIBIT E

         DO NOT DESTROY THIS NOTE:  When paid,  this note must be surrendered to
the Borrower.



                                 PROMISSORY NOTE

                            (PRINCIPAL AND INTEREST)



$200,000                 _________________, California, __________________, 2000


In installments and at the times hereinafter  stated,  for value received 2Wire,
Inc.,  a Delaware  corporation  ("Borrower")  promises to pay to Komag,  Inc., a
Delaware corporation or order ("Lender"),  at 1710 Automation Parkway, San Jose,
California 95131, Attn:  Accounts  Receivable,  the principal sum of Two Hundred
Thousand  Dollars,  with interest from March 1, 2000 on the amounts of principal
remaining from time to time unpaid, until said principal sum is paid at the rate
of twelve percent (12%) per cent per annum,  compounded  monthly.  Principal and
Interest shall be due in monthly installments of Three Thousand Five Hundred and
Thirty-Dollars  and 55/00 ($3530.55),  on the first day of each and every month,
beginning  on the first day of March,  2000.  On March 1,  2007,  all  remaining
payments  of  interest  and  principal,  if any,  shall be  immediately  due and
payable.

         AT ANY TIME, THE PRIVILEGE IS RESERVED TO PRE-PAY ALL OR ANY PORTION OF
THE BALANCE OWING UNDER THIS NOTE.  Each payment shall be credited first, on the
interest then due; and the remainder on the  principal  sum; and interest  shall
thereupon  cease upon the amount so credited on the said principal  sum.  Should
default be made in the payment of any of said  installments  when due,  then the
whole sum of principal and interest shall become  immediately due and payable at
the option of the holder of this note.  In addition  to failure to make  payment
when due,  it shall also be  considered  a default  under this note if  Borrower
defaults  under the terms and  conditions  under  that  certain  Sublease  dated
January  14,  2000  between  Borrower  and Lender for  premises  located at 1704
Automation Parkway,  San Jose, CA. Borrower hereby waives  presentment,  demand,
protest  and  notice  of any kind,  including  notice  of  presentment,  demand,
protest,  dishonor and nonpayment. No waiver by the holder hereof of any default
shall be  effective  unless in  writing  nor shall it operate as a waiver of any
other  default  or of the same  default  on a future  occasion.  No  failure  to
accelerate the indebtedness  evidenced hereby by reason of any default hereunder
and no acceptance by the holder hereof of a past-due  payment shall be construed
as a novation of this Note.  Should any legal action or  proceeding be commenced
to  collect  this Note or any part of the  indebtedness  evidenced  hereby,  the
prevailing  party in such action or proceeding shall be entitled to collect from
the  non-prevailing  party reasonable  attorneys' fees and costs. Time is of the
essence  of this Note.  The  validity,  construction,  effect,  performance  and
enforcement  of this Note shall be governed  in all  respects by the laws of the
State of  California  (without  reference to conflicts of laws).  Principal  and
interest are payable in lawful money of the United States of America.

2WIRE, INC., a Delaware corporation


By:
       ---------------------------------------------

Its:
       ---------------------------------------------

Dated:
       ---------------------------------------------
<PAGE>
                                    EXHIBIT F

                               HAZARDOUS MATERIALS

No  Hazardous  Materials  shall be used in the  Subleased  Premises  other  that
Hazardous Materials contained in products used for typical office and janitorial
purposes which shall be maintained in accordance with laws.
<PAGE>
                                    EXHIBIT G

                             MASTER LESSOR'S CONSENT


                LANDLORD'S CONSENT TO SUBLEASE AND TO ALTERATIONS


         Sobrato Development  Companies #960,  successor-in-interest  to Sobrato
Development  Companies #871  ("Landlord"),  as Landlord under that certain Lease
dated May 24, 1996 (the "Lease") by and between Landlord and Komag  Incorporated
("Tenant"),  as  Tenant,  subject  to  and  specifically  conditioned  upon  the
following terms and conditions,  hereby grants its consent to the Sublease dated
January ___, 2000, made by and between the Tenant,  as  Sublandlord,  and 2Wire,
Inc. ("Subtenant"),  as Subtenant, a copy of which is attached as Exhibit A (the
"Sublease"),  covering that certain  premises  commonly known as 1704 Automation
Parkway  (the  "Premises").  In  addition,  Landlord  grants its  consent to the
alterations  and  improvements  to the Premises  proposed to be  constructed  by
Subtenant as set forth on attached Exhibit B ("Subtenant Improvements").

         As conditions to this Landlord's Consent to Sublease and to Alterations
("Consent"), it is understood and agreed as follows:

         1. No  Release.  This  Consent  shall in no way  release  Tenant or any
person or entity claiming by, through or under Tenant, including Subtenant, from
any of its covenants, agreements, liabilities and duties under the Lease, as the
same may be  amended  from  time to time,  regardless  of any  provision  to the
contrary in the Sublease.

         2.  Specific  Provisions  of Lease and  Sublease.  Except as  otherwise
specifically  provided  herein,  this  Consent does not  constitute  approval by
Landlord  of any of the  provisions  of the  Sublease,  nor  shall  the  same be
construed to amend the Lease in any respect;  any purported  modifications being
solely for the purpose of setting  forth the rights and  obligations  as between
Tenant  and  Subtenant,  but not  binding  Landlord.  The  Sublease  is,  in all
respects,  subject  and  subordinate  to the Lease,  as the same may be amended.
Furthermore, as between Subtenant and Landlord, and Tenant and Landlord (but not
as  between  Tenant  and  Subtenant)  in the case of any  conflict  between  the
provisions of this Consent or the Lease and the provisions of the Sublease,  the
provisions  of this  Consent or the  Lease,  as the case may be,  shall  prevail
unaffected by the Sublease.
<PAGE>
         3. Tenant's  Continuing  Liability.  Tenant shall be liable to Landlord
for any default  under the Lease,  whether  such  default is caused by Tenant or
Subtenant or anyone  claiming by or through either Tenant or Subtenant,  but the
foregoing  shall not be deemed to restrict or diminish any right which  Landlord
or Tenant may have against Subtenant  pursuant to the Lease, in law or in equity
for  violation of the Lease or otherwise,  including,  without  limitation,  the
right to enjoin or otherwise restrain any violation of the Lease by Subtenant.

         4.  Default by Tenant  under the Lease.  If Tenant  defaults  under the
Lease,  Landlord may elect to receive  directly  from  Subtenant all sums due or
payable to Tenant by Subtenant  pursuant to the  Sublease.  Upon written  notice
from Landlord,  Subtenant shall  thereafter pay to Landlord any and all sums due
or payable under the Sublease. In such event, Tenant shall receive from Landlord
a corresponding credit for such sums against any payments then due or thereafter
becoming due from Tenant.

         5.  Termination of Lease. If at any time prior to the expiration of the
term of the Sublease the Lease shall  terminate or be terminated for any reason,
the Sublease  shall  simultaneously  terminate  provided,  however,  that either
Landlord or  Subtenant  may, by written  notice  delivered  to the other  within
thirty (30) days after termination of the Lease,  elect to continue  Subtenant's
tenancy  uninterrupted  for the remainder of the term of the Sublease subject to
the following:  (a) Subtenant shall attorn to Landlord upon all of the terms and
conditions  of the Lease (as modified by  paragraphs 7 and 8, below) except that
the Base Rent set forth in the Sublease shall be  substituted  for the Base Rent
set forth in the Lease and the computation of Additional Rent as provided in the
Lease shall be modified as set forth in the Sublease,  and (b) neither  Landlord
nor  Subtenant  shall be  responsible  to the other for the acts or omissions of
Tenant occurring prior to the election to continue  Subtenant's tenancy pursuant
to this  paragraph.  The  foregoing  provisions  of this  paragraph  shall apply
notwithstanding  that, as a matter of law, the Sublease may otherwise  terminate
upon the termination of the Lease and shall be self-operative  upon such written
notice by Landlord or Subtenant,  and no further instrument shall be required to
give effect to said provisions. However, upon the request of the other, Landlord
and Subtenant agree to execute,  from time to time, documents in confirmation of
the  foregoing  provisions  of this  paragraph  reasonably  satisfactory  to the
requesting party.

         6.  Sublease  Profits.  Landlord  and Tenant  agree  that after  making
deductions based on the terms of Section  29.B.(i)-(vi)  of the Lease,  Landlord
shall not be entitled  to any payment of excess or bonus rent paid by  Subtenant
to Tenant  under the terms of the  Sublease.  Landlord  shall  also not have any
right to any portion of the amounts  paid in  consideration  of the  Transferred
Property as identified in paragraph 10 of the Sublease.
<PAGE>
         7. Construction of Subtenant  Improvements.  Landlord's  consent to the
Subtenant Improvements is an accommodation to Subtenant, and Landlord shall have
no liability or responsibility,  either express or implied, for the completeness
or  suitability  of the plans and  specifications  for their  intended  purpose.
Subtenant  shall  construct the Subtenant  Improvements  in accordance  with all
existing applicable municipal,  local, state and federal laws, statutes,  rules,
regulations  and  ordinances  and will not  commence  construction  until it has
obtained and paid for all required permits for the contemplated work.  Subtenant
will  notify  Landlord of the date of  commencement  of  construction  to enable
Landlord to post  Notices of  Non-Responsibility,  and  Subtenant  shall  obtain
Landlord's  prior written consent to any substantial and material changes in the
nature or scope of the Subtenant Improvements. Subtenant agrees to indemnify and
hold Landlord and Tenant harmless from any loss, cost,  damage or expense of any
kind or nature resulting from the work, including,  without limitation, any loss
or damage as result of  defective  work from any cause;  any damage or injury to
persons  or  property,  including  any  damage  to  the  structure  or  adjacent
improvements;  claims of workmen,  suppliers  and/or  professional  consultants,
including mechanics lien claims; and any cost or expense incurred by Landlord or
Tenant in  defense  of,  repair of or payment of such  claims,  including  their
reasonable  attorneys' fees. Upon written demand from Landlord,  Subtenant shall
immediately pay to Landlord any such cost or expense incurred by Landlord.

         8.  Removal of Subtenant  Improvements.  Neither  Tenant nor  Subtenant
shall be obligated to remove any of the Subtenant  Improvements  upon expiration
of the term or sooner termination of the Sublease. However, Subtenant shall have
the right remove any or all of the  Subtenant  Improvements,  together  with its
personal  property  and  trade  fixtures,  at any  time  during  the term of the
Sublease,  or upon  expiration or sooner  termination of the Sublease,  provided
that Subtenant restores the Premises to the condition which existed prior to the
construction of the Subtenant  Improvements,  reasonable wear and tear excepted.
Any damage or destruction  caused by Subtenant's  removal of such items shall be
repaired at Subtenant's sole cost and expense.

         9. Notices.  Subtenant agrees to promptly deliver a copy to Landlord of
all notices of default and all other  notices sent to Tenant under the Sublease,
and Tenant  agrees to promptly  deliver a copy to  Landlord of all such  notices
sent to Subtenant  under the Sublease.  Landlord  agrees to promptly  deliver to
Subtenant a copy of all such  notices  sent to Tenant.  Any notices  required or
allowed to be given hereunder shall be delivered  personally,  or sent by United
States registered or certified mail, postage prepaid,  return receipt requested,
or by reputable overnight courier, to Landlord,  at its address set forth in the
Lease, and to Tenant and Subtenant,  at their respective  addresses set forth in
the Sublease.
<PAGE>
Landlord: Sobrato Development Companies #960,

a California limited partnership


By
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Its
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Tenant: Komag Incorporated, a Delaware corporation


By
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Its
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Subtenant: 2Wire, Inc., a Delaware corporation


By
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Its
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