EX 10.1


    EXHIBIT
      10.1

    


     

    THIS
      THIRD SUBLEASE AMENDING AGREEMENT is made as of the later date that this
      agreement is executed by both parties 

    


    BETWEEEN:

    SONIC
      SOLUTIONS

    (hereinafter
      called “Sonic”)

    


    OF
      THE
      FIRST PART

    AND

    ENTRUST,
      INC.

    (hereinafter
      called “Entrust”)

    


    OF
      THE
      SECOND PART

    


    WHEREAS:

    


    
      	
              A.

            	
              Sobrato
                Interests II, a California limited partnership (the “Master Lessor”), as
                landlord, and Entrust, as tenant, entered into a certain lease dated
                November 14, 2000 for the building commonly known as 455 El Camino
                Real,
                Santa Clara, California, which lease was amended by a first amendment
                to
                lease made July 26, 2001, and was further amended by an amendment
                of lease
                made August 12, 2002 (the lease as so amended being herein called
                the
                “Master Lease”);

            


    

    


    
      	
              B.

            	
              Entrust,
                as sublessor, and Roxio, as sublessee, entered into a certain sublease
                agreement made as of October 31, 2001 which sublease was amended
                by an
                amending agreement made as of September 30, 2002 (the sublease as
                so
                amended being herein called the “Roxio
                Sublease”);

            


    

    


    
      	
              C.

            	
              By
                a landlord’s consent to sublease entered into between the Master Lessor,
                Entrust and Roxio, the Master Lessor consented to the Roxio Sublease;
                

            


    

    


    
      	
              D.

            	
              From
                and after December 17, 2004, Roxio assigned to Sonic all of its right,
                title and interest in the Roxio Sublease and the parties amended
                said
                sublease pursuant to a tri-partite agreement made December 17, 2004
                (the
                Roxio Sublease as so amended herein called the “Sublease”).
                

            


    

    


    NOW
      THEREFORE THIS AMENDING AGREEMENT WITNESSES
      that in
      consideration of the mutual covenants herein contained and subject to the terms
      and conditions hereinafter set forth, the parties agree to amend the Sublease
      as
      follows:

    


    
      	
              1.

            	
              EXERCISE
                OF OPTION TO EXTEND.
                The term of the Sublease will be extended to March 31, 2011 pursuant
                to
                section 2.2 of the Sublease. For greater certainty, the Sublease
                will
                expire on March 31, 2011 (rather than April 30, 2011 as originally
                contemplated in section 2.2 of the Sublease), unless extended to
                May 14,
                2011 pursuant to Section 5(i) of this Amending
                Agreement.

            


    

    


    
      	
              2.

            	
              BASE
                RENT DURING OPTION PERIOD.
                Effective December 1, 2006, the monthly Base Rent shall be according
                to
                the following rate schedule, multiplied by 75,598 square
                feet:

            


    

     

    
      
         

      

      
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              Rental
                Period

            	
              Monthly
                Base Rental Rate/Sq foot

            
	
              December
                1, 2006 - November 30, 2007

            	
              $1.26

            
	
              December
                1, 2007 - November 30, 2008

            	
              $1.30

            
	
              December
                1, 2008 - November 30, 2009

            	
              $1.34

            
	
              December
                1, 2009 - November 30, 2010

            	
              $1.38

            
	
              December
                1, 2010 - March 31, 2011

            	
              $1.42

            
	
              if
                applicable,

              April
                1, 2011 - May 14, 2011

            	
               

              $1.42

            


    

     

    
      	
              3.

            	
              LETTER
                OF CREDIT:
                Section 13.2 of the Sublease shall be amended to adjust the Letter
                of
                Credit to one million dollars (US$1,000,000), with no further adjustments,
                up or down. Except as amended by the foregoing sentence, all other
                terms
                and conditions of such section 13.2 to continue unamended.
                

            


    

    


    
      	
              4.

            	
              FURNITURE:
                Upon the expiration date of the Sublease, Entrust, Inc. shall be
                deemed to
                have sold the Furniture to Sonic Solutions (and Sonic Solutions shall
                be
                deemed to have purchased the same) on a completely “as is, where is” basis
                for $1.00. Sonic Solutions acknowledges and agrees that Entrust,
                Inc.
                provides no representations or warranties whatsoever with respect
                to the
                Furniture. Further, Sonic Solutions acknowledges and agrees to remove
                all
                of the Furniture from the Subleased Premises prior to the end of
                the term
                of the Sublease unless Sonic Solutions enters into a new lease for
                the
                Subleased Premises with the Master Lessor as contemplated by section
                4 of
                this agreement. If any taxes are eligible on the value of the Furniture
                transferred, such taxes shall be Sonic Solution’s
                responsibility.

            


    

    


    
      	
              5.

            	
              NEW
                LEASE WITH MASTER LESSOR:
                Entrust, Inc. enjoys the benefit of an option to extend the term
                of the
                Master Lease for a further five (5) year period commencing May 15,
                2011.
                Entrust, Inc. acknowledges that Sonic Solutions may wish to enter
                into a
                new lease with the Master Lessor for the Subleased Premises upon
                the
                expiration of the initial term of the Master Lease on May 14, 2011.
                To
                this end, Entrust, Inc. will agree to (1) waive its option to extend
                the
                term of the Master Lease; and (2) pay to Sonic $75,000; provided,
                however
                that Sonic Solutions first provides written notice to Entrust delivered
                not later than June 30, 2010 (being forty five (45) days prior to
                the
                exercise date of such option to extend) that it has agreed to enter
                into a
                new lease with the Master Lessor for the period commencing May 15,
                2011,
                and in which case the following shall
                apply:

            


    

    


    (i) the
      term
      of the Sublease shall be extended, on the same terms and conditions, to May
      14,
      2011;

    


    (ii) Sonic
      Solutions agrees to obtain the Master Lessor’s agreement that Entrust, Inc. is
      released of any obligation to remove any Alterations (as defined by the Master
      Lease) or restore the Premises, failing which, Sonic Solutions agrees to assume
      all of Entrust, Inc.’s obligations with respect to the condition or state of the
      Premises (including without limitation, the Initial Tenant Improvements,
      notwithstanding section 7.2 of the Sublease to the contrary) upon the expiration
      of the term of the Master Lease, including without limitation, Entrust Inc.’s
      obligations pursuant to sections 3C, 6B and 12A of the Master Lease; and


    


    (iii) Sonic
      Solutions shall deposit with the Master Lessor a letter of credit in
      substitution of Entrust, Inc.’s Security Deposit held by the Master Lessor
      pursuant to section 4C of the Master Lease, or alternatively (at Sonic
      Solutions’s option), arrange for the release of the letter of credit deposited
      by Entrust, Inc.

    
      
         

      

      
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    with
      the
      Master Lessor in satisfaction of such Security Deposit under the Master Lease,
      such substitution or release, as the case may be, to be completed prior July
      15,
      2011.

    


    
      	 	
              Such
                $75,000 payment will be due from Entrust upon completion of the
                requirements set out in paragraphs 5(ii) and 5(iii) above by Sonic
                Solutions.

            


    

     

    
      	
              6.

            	
              INTERPRETATION.
                Unless and to the extent specifically provided to the contrary in
                this
                agreement, where used in this agreement any word or term which is
                specifically defined in the Sublease shall have the same meaning
                as
                ascribed to it in the Sublease.

            


    

    


    
      	
              7.

            	
              COUNTERPARTS
                AND FACSIMILE. This
                amending agreement may be executed in any number of counterparts.
                Each
                executed counterpart shall be deemed to be an original and all executed
                counterparts taken together shall constitute one agreement. Each
                of the
                parties hereto may execute this amending agreement by signing any
                such
                counterpart. Each party hereto agrees that a copy of any signature
                page of
                this amending agreement with a facsimile form of the signature of
                the
                person or persons signing this amending agreement on behalf of such
                party
                shall constitute all required evidence of the execution and delivery
                of
                this amending agreement by such party, it being agreed by the parties
                that
                execution of this amending agreement by facsimile transmission is
                binding.
                Each party that executes this amending agreement by facsimile
                transmission, shall as soon as reasonably practicable thereafter
                forward
                to each of the other parties originally executed copies of the
                same.

            


    

     

    
      	
              8.

            	
              INCONSISTENCY.
                In
                the event of any inconsistency or conflict between the terms of this
                amending agreement and the terms of the Sublease with respect to
                the
                matters which are the subject of this amending agreement, the terms
                of
                this amending agreement shall control. 

            


    

    
      	
              9.

            	
              RATIFICATION.
                Except
                as expressly amended by this amending agreement, the terms and provisions
                of the Sublease are hereby ratified, confirmed, and shall remain
                in full
                force and effect.

            


    

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF
      the
      parties hereto have duly executed this amending agreement.

    


    
      	
              SIGNED,
                SEALED AND DELIVERED

              In
                the presence of

            	 	 
	 	 	 	 
	 	 	 	    

	 	 	 	   

	 	 	 	   

	 	 	 	 
	 	
              )

            	
              SONIC
                SOLUTIONS

            
	 	
              )

            	 	 
	 	
              )

            	 	 
	 	
              )

            	
              Per:

            	   

	 	
              )

            	
              Name:

            	   

	 	
              )

            	
              Title:

            	   

	 	
              )

            	
              Date:

            	 
	 	
              )

            	 	 
	 	
              )

            	
              ENTRUST,
                INC.

            
	 	
              )

            	 	 
	 	
              )

            	 	 
	 	
              )

            	
              Per:

            	   

	 	
              )

            	
              Name:

            	   

	 	
              )

            	
              Title:

            	    

	 	
              )

            	
              Date:

            	 
	 	
              )

            	 	 


    

     

    
      
         

      

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