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California-Sunnyvale-440 Oakmead Parkway Lease [Amendment No. 2] - Staffield Investments and InterTrust Technologies Corp.

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                              LEASE-MODIFIED NET

The Undersigned, being Lessor and Lessee under that certain Lease and Addendum
dated March 21, 1997 (collectively, the "Lease"), for the Premises known as 440
Oakmead Parkway, Sunnyvale, CA, with a net rentable area of approximately 6,031
square feet, do hereby agree to extend and modify the provisions of said Lease
as follows:

     1.   Expansion:  Commencing September 15, 1998, the Existing Premises shall
          be increased in size by approximately 7,400 square feet of net
          rentable area, as outlined on attached Exhibit A (the "Expansion
          Space"). The address of said Expansion Space is 444 Oakmead Parkway,
          Sunnyvale, CA. The Existing Premises plus the Expansion Space
          (collectively, the "Premises") shall consist of approximately 13,431
          square feet of net rentable area.

     2.   Term:  The Lease Term for the Expansion Space shall commerce upon the
          earlier to occur of (i) when Lessor makes the Expansion Space
          available to Lessee, or (ii) September 15, 1998 and shall terminate on
          August 31, 1999. In the event that the current tenant does not vacate
          the Expansion Space by September 15, 1998, the commencement date of
          the Lease with respect to the Expansion Space and Tenant's obligation
          to pay Rent on the Expansion Space shall be delayed until the day
          following their departure.

     3.   Base Rent & Lessee's Share:  Commencing the earlier to occur of (i)
          when Lessor makes the Expansion Space available to Lessee, or (ii)
          September 15, 1998, the monthly Base Rent for the Expansion Space
          shall be Fourteen Thousand Eight Hundred and no/100 Dollars
          ($14,800.00) ($2.00 per square foot), and Lessee's Share (as defined
          in (P)1.6(b) of the Lease) shall be increased proportionate to the
          increase in the leased premises.

     4.   Security Deposit:  An additional Security Deposit in the amount of
          Fourteen Thousand Eight Hundred and no/100 Dollars ($14,800.00) shall
          be due and payable to Landlord upon execution of this Addendum.

     5.   Option to Extend:  Lessor grants to Lessee an option to extend the
          Lease for the Expansion Space for a period of three (3) years at the
          then current market rent as determined by (P)58 of the Lease.  This
          option to extend must be exercised, if at all, by notice in writing
          ("Option Notice") given to Lessor by May 4, 1999; PROVIDED HOWEVER,
          that if Lessee is in default on the date of giving the Option Notice,
          the Option Notice shall be totally ineffective; or if Lessee is in
          default on the date the extended term is to commerce, the extended
          term shall not commence, and the lease as to the Expansion Space shall
          expire at the end of the term.

     6.   Tenant Improvement:  Lessor shall install store front glass in the
          existing roll up truck door, recarpet floors that are currently
          covered with VCT and install blinds

          in the conference room, as shown on the attached Exhibit A. Upon
          Lessor's completion of the above described work, Lessee shall pay to
          Lessor $6,025.00, which represents an estimated 50% of the cost of
          said improvements. In the event Lessee fails to exercise its option to
          extend (Paragraph 5, above) Lessee shall, not later than May 4, 1999,
          pay to Lessor an additional $6,025.00 (the "Remaining Amount"). The
          Remaining Amount shall be due and payable should Lessee at any time be
          in default of the Lease. In addition, Lessor shall on or about
          September 15, 1998, at its sole expense, cause all the existing
          interior walls to be repainted and the existing carpets cleaned.

     7.   All other terms, covenants and conditions of said Lease shall remain
          in full force and effect.

Approved and accepted this 10th day of September, 1998.

LANDLORD:                              TENANT:


By:_____________________________       By:_____________________________
       Don Pearlman, Partner              Erwin Lenowitz, Vice Chairman

                                   Exhibit A

     Exhibit A is a map of the property located at 444 Oakmead Parkway,
Sunnyvale, California, which graphically depicts the floor plan of the
registrant's leased space.  The floor plan consists of two open office areas,
three smaller offices, a conference room, a break room, a lobby, and restrooms.