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Published: 2008-03-26

900 Alta Avenue (Mountain View, CA) Sublease Agreement - Silicon Graphics Inc., VERITAS Software Corp., and Peery/Arrillaga



                               SUBLEASE AGREEMENT


EFFECTIVE DATE: December 31, 1998

ARTICLE 1: FUNDAMENTAL SUBLEASE PROVISIONS.

Article 1.1              PARTIES:

                         Sublessor:  SILICON GRAPHICS, INC.,
                                     a Delaware corporation

                         Sublessee:  VERITAS SOFTWARE CORPORATION,
                                     a Delaware corporation


     MASTER LEASE: Sublessor, as tenant, is leasing from Master Lessor (as 
described below), as landlord, approximately 92,400 square feet of space 
located at 900 Alta Avenue, Mountain View, CA 94043 (the 'Premises') upon the 
terms and conditions of that certain Lease Agreement dated March 16, 1995, as 
amended by Amendment No. 1 to Lease dated December 8, 1995 (collectively, the 
'Master Lease'). A copy of the Master Lease is attached hereto as Exhibit A.

Article 1.2    MASTER LESSOR. John Arrillaga, Trustee, or his Successor Trustee,
               UTA dated 7/20/77 (JOHN ARRILLAGA SEPARATE PROPERTY TRUST), as
               amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee,
               UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST), as
               amended.

Article 1.3    SUBLEASE PREMISES: The Sublease Premises consists of the entirety
               of the Premises and contains approximately 92,400 square feet
               (the 'Sublease Premises').

Article 1.4    SUBLEASE TERM: The Sublease Term shall commence on the
               Commencement Date and end on the Termination Date, unless
               terminated earlier pursuant to the terms of this Sublease.

Article 1.5    COMMENCEMENT DATE: March 1, 1999

Article 1.6    TERMINATION DATE: August 15, 2005, subject to earlier termination
               on August 31, 2002 pursuant Article 19.9.1 below.

Article 1.7    RENTAL COMMENCEMENT DATE: March 1, 1999

Article 1.8    MINIMUM MONTHLY RENT:

               3/1/99 - 8/31/02         $231,000.00 ($2.50/sq.ft./month NNN)
               9/1/02 - 8/31/05         100% of fair market rental as determined
                                        pursuant to Article 19.9.2 below.



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Article 1.9         PREPAID RENT: $231,000.00

Article 1.10        SECURITY DEPOSIT: $231,000.00

Article 1.11        PERMITTED USE: General office and research and development 
                    and such other uses permitted under the Master Lease.

Article 1.12        ADDRESSES FOR NOTICES:

               Master Lessor:

               Sublessor:     SILICON GRAPHICS, INC.
                              2011 N. Shoreline Blvd.
                              Mountain View, CA 94043-1389
                              Attn: Manager, Corporate Real Estate
                              M/S 720       

                              With copy to:

                              SILICON GRAPHICS, INC.
                              2011 N. Shoreline Blvd.
                              Mountain View, CA 94043-1389
                              Attn: Legal Services
                              M/S 710       

               Sublessee:     Veritas Software Corporation
                              1600 Plymouth Street
                              Mountain View, CA 94043
                              Attn: General Counsel

Article 1.13        SUBLESSOR'S BROKER: Cornish and Carey Commercial

Article 1.14        SUBLESSEE'S BROKER: E&Y Kenneth Leventhal Company

Article 1.15        EXHIBITS AND ADDENDA: The following exhibits and any addenda
                    are annexed to this Sublease:

               Exhibit A - Master Lease

Each reference in this Sublease Agreement ('Sublease') to any provision in 
Article 1 shall be construed to incorporate all of the terms of each such 
provision. In the event of any conflict between this Article 1 and the balance 
of the Sublease, the balance of the Sublease shall control.






                                       2


ARTICLE 2: SUBLEASE PREMISES.

Article 2.1    SUBLEASE. Sublessor hereby subleases to Sublessee and Sublessee 
hereby subleases from Sublessor for the Sublease Term, at the Rent and upon the 
terms and conditions hereinafter set forth, the Sublease Premises. Sublessee 
acknowledges that the area of the Sublease Premises as specified in Article 1 
is an estimate and that Sublessor does not warrant the exact area of the 
Sublease Premises. By taking possession of the Sublease Premises, Sublessee 
accepts the area of the Sublease Premises as that specified in Article 1.

Article 2.2    CONDITION OF THE SUBLEASE PREMISES. Sublessee shall accept 
possession of the Sublease Premises on the Commencement Date in its 'as-is, 
where-is' condition. Sublessor shall have no obligation to Sublessee to 
construct any tenant improvements or provide Sublessee with any tenant 
improvement allowance under this Sublease. Sublessee acknowledges that except 
as expressly stated in this Sublease, (i) Sublessor makes no warranties or 
representations regarding the physical condition of the Sublease Premises; (ii) 
Sublessee has had an opportunity to inspect the Sublease Premises, including 
the roof and structural components of the building; the electrical, plumbing, 
HVAC, and other building systems serving the Sublease Premises; and the 
environmental condition of the Sublease Premises and related common areas; and 
to hire experts to conduct such inspections on its behalf; (iii) Sublessee is 
leasing the Sublease Premises based on its own inspection of the Sublease 
Premises and those of its agents, and is not relying on any statements, 
representations or warranties of Sublessor or its employees, brokers, agents or 
other representatives regarding the physical condition of the Sublease 
Premises; and (iv) the Sublease Premises will not include Sublessor's 
furniture, movable partitions (including power distribution systems servicing 
movable partitions) and card-key access systems. Sublessee's taking of 
possession of the Sublease Premises shall constitute conclusive evidence that 
the Sublease Premises are in good, clean and tenantable condition, subject to 
Section 19.9.3 below.

ARTICLE 3: TERMS OF THE MASTER LEASE.

Article 3.1    SUBLEASE SUBORDINATE. This Sublease is subordinate and subject 
to all of the terms and conditions of the Master Lease. If the Master Lease 
terminates for any reason whatsoever, this Sublease shall terminate 
concurrently, and the parties hereto shall be relieved of any liability 
thereafter accruing under this Sublease.

Article 3.2    ASSUMPTION OF OBLIGATIONS. To the extent applicable to the 
Sublease Premises and Sublessee's use of the Sublease Premises and common 
areas, Sublessee hereby expressly agrees to comply with, and assumes and agrees 
to perform and discharge, as and when required by the Master Lease, all duties 
and obligations to be paid, performed or discharged by Sublessor under the 
terms, covenants and conditions of the Master Lease from and after the 
Commencement Date, except as specifically set forth in this Sublease. Sublessee 
shall not commit or suffer at any time any act or omission that would violate 
any provision of the Master Lease. So long as Sublessee complies with the terms 
and conditions, and performs all of its obligations under this Sublease, 
Sublessor shall not commit any act or omission during the Sublease Term which 
would lead to the termination of the Master Lease by Master Lessor. 
Notwithstanding the foregoing, if Sublessee fails to comply with any of its 
obligations under this Sublease, and does not cure such failure within the 
applicable cure period following proper notification from Sublessor, then 
Sublessor shall have no obligation to Sublessee to maintain the Master Lease 
for Sublessee's benefit.



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Article 3.3    MASTER LESSOR'S OBLIGATIONS. Sublessor shall not be responsible 
to Sublessee for furnishing any service, maintenance or repairs to the Sublease 
Premises which are the obligation of the Master Lessor under the Master Lease, 
it being understood that Sublessee shall look solely to Master Lessor for 
performance of any such service, maintenance or repairs. However, if Master 
Lessor shall fail to perform its obligations under the Master Lease, Sublessor, 
upon receipt of written notice from Sublessee, shall use commercially 
reasonable efforts to attempt to enforce the obligations of Master Lessor under 
the Master Lease; provided, however, that Sublessor shall not be required to 
incur any costs or expenses in connection therewith unless Sublessee agrees to 
reimburse Sublessor for any such costs and expenses as Additional Rent 
hereunder.

Article 3.4    SUBLESSOR'S RIGHTS AND REMEDIES. In addition to all the rights 
and remedies provided to Sublessor at law or in equity, (a) if Sublessee fails, 
within any applicable grace periods provided herein, to perform any act on its 
part to be performed pursuant to the requirements of the Master Lease or as 
otherwise required by this Sublease, then Sublessor may, but shall not be 
obligated to, enter he Sublease Premises to perform such act, and all costs and 
expenses incurred by Sublessor in doing so shall be deemed Additional Rent 
payable by Sublessee to Sublessor upon demand; and (b) in the event of any 
breach by Sublessee of any of its obligations under this Sublease, Sublessor 
shall have all of the rights with respect to such default which are available 
to Master Lessor under the Master Lease. Unless otherwise provided in this 
Sublease, Sublessee shall be in material default of its obligations under this 
Sublease if (i) Sublessee fails to pay Rent as and when due and such failure is 
not cured within the time period set forth in the Master Lease, or (ii)  
Sublessee fails to perform any term, covenant or condition of this Sublease as 
and when due (except those requiring payment of Rent) and such failure is not 
cured within the time period set forth in the Master Lease less ten (10) days.

ARTICLE 4: SUBLEASE TERM.

Article 4.1    COMMENCEMENT AND TERMINATION DATES. The term of this Sublease 
('Sublease Term') shall be for the period of time commencing on the 
commencement date described in Article 1 (the 'Commencement Date') and ending 
on the termination date described in Article 1 or on such earlier date of 
termination as provided herein (the 'Termination Date'). Sublessee shall have 
no option to extend or renew the Sublease Term.

Article 4.2    DELAY IN COMMENCEMENT. If for any reason possession of the 
Sublease Premises has not been delivered to Sublessee by the scheduled 
Commencement Date or any other date, Sublessor shall not be liable to Sublessee 
or any other person or entity for any loss or damage resulting therefrom. In 
the event of such delay, the Commencement Date shall be delayed until 
possession of the Sublease Premises is delivered to Sublessee, but the 
Termination Date shall not be extended. If Sublessor is unable to deliver 
possession of the Sublease Premises to Sublessee within thirty (30) days after 
the Commencement Date, then Sublessee may terminate this Sublease by giving 
written notice to Sublessor at any time after that date, and the parties shall 
have no further liability thereafter accruing under this Sublease. In the event 
that this Sublease is terminated pursuant to the terms of this Article 4.2, 
Sublessor shall return to Sublessee any Prepaid Rent and/or Security Deposit 
delivered to Sublessor pursuant to the terms hereof.

Article 4.3    EARLY OCCUPANCY. If Sublessor permits Sublessee to occupy the 
Sublease Premises prior to the Rental Commencement Date, such occupancy shall 
be subject to all of the provisions of this Sublease, except for the payment of 
Minimum Monthly Rent. Early occupancy of the Sublease Premises shall not 
advance the Termination Date. Sublessee shall, prior to entering the Sublease 
Premises,

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deliver to Sublessor certificates of insurance evidencing the policies required 
of Sublessee under this Sublease.

ARTICLE 5:  RENT AND ADDITIONAL EXPENSES.

Article 5.1       PAYMENT OF RENT. All monies payable by Sublease under this 
Sublease shall constitute 'Rent.' All Rent shall be paid in lawful money of the 
United States, without any deduction or offset, to Sublessor at the address of 
Sublessor specified in Article 1 or such other place as Sublessor may designate 
in writing. No payment by Sublessee of a lesser amount than the Rent herein 
stipulated shall be deemed to be other than on account of the earliest 
stipulated Rent, nor shall any endorsement or statement on any check or any 
letter accompanying any check or payment of Rent be deemed an accord and 
satisfaction, and Sublessor may accept such check or payment without prejudice 
to its right to recover the balance of such Rent or to pursue any other remedy. 
Rent for any partial calendar months at the beginning or end of the Sublease 
Term shall be prorated based on a thirty (30) day month.

Article 5.2       MINIMUM MONTHLY RENT. Sublessee shall pay to Sublessor the 
sums set forth in Article 1 hereof as Minimum Monthly Rent, in advance, on the 
first day of each calendar month throughout the Sublease Term, commencing on 
the Rental Commencement Date.

Article 5.3       ADDITIONAL RENT. In addition to Minimum Monthly Rent, 
Sublessee shall pay to Sublessor from time to time upon demand, the amount of 
any real property taxes, maintenance, insurance, utilities and other charges 
attributable to the Sublease Premises and common and outside areas payable by 
Sublessor under the Master Lease. Sublessee agrees that any and all charges, 
fees, impositions and payments of any kind whatsoever due or owing by Sublessor 
under the Master Lease and accruing from and after the Commencement Date (and, 
with regard to Additional Rent, from and after the Early Occupancy Date) shall 
be passed through to Sublessee as Additional Rent hereunder; provided, however, 
that Sublessee shall have no obligation to pay any late fees attributable to 
Sublessor's failure to timely pay rent under the Master Lease, provided that 
Sublessee has paid all Rent as and when due under this Sublease.

Article 5.4       PREPAID RENT. Concurrently with Sublessee's execution of this 
Sublease, Sublessee shall pay to Sublessor the sum specified in Article 1 as 
prepaid Rent, which shall be applied to the installments of Minimum Monthly 
Rent first coming due under this Sublease.

Article 5.5       LATE CHARGE. If Sublessee fails to pay any Rent due hereunder
within five (5) days after Sublessor notifies Sublessee that such amount is past
due, then Sublessee shall pay Sublessor a late charge equal to five percent (5%)
of such delinquent amount as liquidated damages for Sublessee's failure to make
timely payment. Any notice given by Sublessor pursuant to Sections 1161 and 1162
of the California Code of Civil Procedure shall be deemed to be concurrent with,
and not in addition to, the notice required herein. This provision for a late
charge shall not be deemed to grant Sublessee a grace period or extension of
time for performance. If any Rent remains delinquent for a period in excess of
thirty (30) days then, in addition to such late charge, Sublessee shall pay to
Sublessor interest on the delinquent amount from the end of such thirty (30) day
period until paid, at the rate of ten percent (10%) per annum or the maximum
rate permitted by law.

ARTICLE 6:  SECURITY DEPOSIT. Upon execution of this Sublease, Sublessee shall 
deposit with Sublessor in cash the sum specified in Article 1 hereof as a 
'Security Deposit.' If the Minimum Monthly Rent shall increase during the 
Sublease Term, then Sublessee shall, on or before the date of such increase,


                                       5

pay to Sublessor an amount sufficient to increase the Security Deposit to the 
amount of the increased Minimum Monthly Rent. The Security Deposit shall be 
held by Sublessor as security for Sublessee's faithful performance under this 
Sublease. If Sublessee fails to pay any Rent as and when due under this 
Sublease or otherwise fails to perform its obligations hereunder, then 
Sublessor may, at its option and without prejudice to any other remedy which 
Sublessor may have, apply, use or retain all or any portion of the Security 
Deposit toward the payment of delinquent Rent or for any loss or damage 
sustained by Sublessor due to such failure by Sublessee. Sublessee shall upon 
demand restore the Security Deposit to the original sum deposited. The Security 
Deposit shall not bear interest nor shall Sublessor be required to keep such 
sum separate from its general funds. To the extent not otherwise applied by 
Sublessor as provided herein, the Security Deposit shall be returned to 
Sublessee within thirty (30) days after the Termination Date. In the event of 
bankruptcy or other debtor-creditor proceedings filed by or against Sublessee, 
such Security Deposit shall be deemed to be applied first to the payment of 
Rent due Sublessor for the period immediately prior to the filing of such 
proceedings.

ARTICLE 7: USE.

Article 7.1    USE OF THE SUBLEASE PREMISES. Sublessee shall use the Sublease 
Premises solely for the purposes specified in Article 1 and otherwise in strict 
conformance with the requirements of the Master Lease, and for no other purpose 
whatsoever.

Article 7.2    SUITABILITY. Sublessee acknowledges that neither Sublessor nor 
any agent of Sublessor has made any representation or warranty with respect to 
the Sublease Premises, the permitted uses that can be made of the Sublease 
Premises under existing laws, or the suitability of the Sublease Premises for 
the conduct of Sublessee's business, nor has Sublessor agreed to undertake any 
modification, alteration or improvement to the Sublease Premises.

Article 7.3    ALTERATIONS. Sublessee shall make no alterations, improvements 
or additions to, in, on or about the Sublease Premises without the prior 
written consent of both Sublessor and Master Lessor (which consent shall not be 
unreasonably withheld by Sublessor) and otherwise in strict conformance with 
the requirements of the Master Lease.

Article 7.4    HAZARDOUS MATERIALS.

     Article 7.4.1  DEFINITIONS. As used herein, the term 'Hazardous Material' 
shall mean any hazardous or toxic substance, material or waste which is or 
becomes regulated by any state, federal, or local government authority, 
including all of those materials and substances designated as hazardous or 
toxic by the Environmental Protection Agency, the California Water Quality 
Control Board, the Department of Labor, the California Department of Industrial 
Relations, the Department of Transportation, the Department of Agriculture, the 
Department of Health Services or the Food and Drug Agency. Without limiting the 
generality of the foregoing, the term 'Hazardous Material' shall include (i) 
any substance, product, waste or other material of any nature whatsoever which 
may give rise to liability under any statutory or common law theory based on 
negligence, trespass, intentional tort, nuisance or strict liability or under 
any reported decisions of a state or federal court; (ii) gasoline, diesel fuel, 
or other petroleum hydrocarbons; (iii) polychlorinated biphenyls; (iv) asbestos 
containing materials; (v) urea formaldehyde foam insulation; and (vi) radon 
gas. As used herein, the term 'Hazardous Material Law' shall mean any statute, 
law, ordinance, or regulation of any governmental body or agency which 
regulates the use, storage, generation, discharge, treatment, transportation, 
release, or disposal of any Hazardous Material.



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 :  PAGE>   7
     Article 7.4.2       USE RESTRICTION. Sublessee shall not cause or permit
any Hazardous Material to be used, stored, generated, discharged, treated,
transported to or from, released or disposed of in, on, over, through, or about
the Sublease Premises, or any other land or improvements in the vicinity of the
Sublease Premises, without the prior written consent of Master Lessor and
Sublessor, which consent may be withheld in the sole and absolute discretion of
Master Lessor and/or Sublessor, except for ordinary office and cleaning
supplies. Without limiting the generality of the foregoing, (a) any use,
storage, generation, discharge, treatment, transportation, release, or disposal
of Hazardous Material by Sublessee shall strictly comply with all applicable
Hazardous Material Laws, and (b) if the presence of Hazardous Material on the
Sublease Premises caused or permitted by Sublessee or its agents, employees,
invitees or contractors results in contamination of the Sublease Premises or any
soil, air, ground or surface waters under, through, over, on, in or about the
Sublease Premises, Sublessee, at its expense, shall promptly take all actions
necessary to return the Sublease Premises to the condition prior to the
existence of such Hazardous Material.

     Article 7.4.3         INDEMNITY.

          Article 7.4.3.1  Sublessee shall defend, protect, hold harmless and 
indemnify Sublessor and its agents, employees, contractors, stockholders, 
officers, directors, successors and assigns with respect to all judgments, 
claims, damages, actions, losses, penalties, fines, liabilities and other 
expenses (including, but not limited to, reasonable attorneys', consultants', 
and expert witnesses' fees) which result from or arise out of the storage, use, 
generation, discharge, treatment, transportation, release or disposal of 
Hazardous Material by Sublessee or its agents, employees, contractors, or 
invitees in, on, over, through, from or about the Sublease Premises. The 
foregoing obligations shall survive the expiration or earlier termination of 
this Sublease.

          Article 7.4.3.2 Sublessor shall defend, protect, hold harmless and 
indemnify Sublessee and its agents, employees, contractors, stockholders, 
officers, directors, successors and assigns with respect to all judgments, 
claims, damages, actions, losses, penalties, fines, liabilities and other 
expenses (including, but not limited to, reasonable attorneys', consultants', 
and expert witnesses' fees) which result from or arise out of the storage, use, 
generation, discharge, treatment, transportation, release or disposal of 
Hazardous Material by Sublessor or its agents, employees, contractors, or 
invitees in, on, over, through, from or about the Sublease Premises prior to 
the Early Occupancy Date. The foregoing obligations shall survive the 
expiration or earlier termination of this Sublease.

ARTICLE 8: SURRENDER. Upon the expiration or earlier termination of this
Sublease, Sublessee shall surrender the Sublease Premises in good condition and
repair, excepting only ordinary wear and tear and damage by fire, earthquake,
act of God or the elements. Sublessee agrees to repair any damage to the
Sublease Premises, or the building of which the Sublease Premises are a part,
caused by or related to the removal of Sublessee's personal property, fixtures,
furniture, equipment or signage, or any improvements, alterations or additions
installed by Sublessee which Master Lessor requires Sublessee to remove upon
expiration or earlier termination of this Sublease or which Sublessor requires
Sublessee to remove upon early termination of the Sublease, including, without
limitation, repairing the floor, patching and/or painting the walls and
restoring all or any part or parts of the Sublease Premises to the condition and
configuration existing as of the Early Occupancy Date, all to the reasonable
satisfaction of Sublessor and/or Master Lessor and at Sublessee's sole cost and
expense. If Sublessee elects to terminate the Sublease in accordance with
Section 19.9.1 below, Sublessor shall notify Sublessee, at least thirty (30)
days prior to the Early Termination Date, of any improvements, alterations or
additions installed by Sublessee which Sublessor requires Sublessee to remove
and the portions of the Sublease Premises to be restored to the condition and

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configuration existing as of the Early Occupancy Date. Sublessee shall 
indemnify Sublessor against any loss or liability resulting from delay by 
Sublessee in so surrendering the Sublease Premises, including, without 
limitation, any claims made by the Master Lessor and/or any succeeding tenant 
or subtenant founded on such delay. Such indemnity obligation shall survive the 
expiration or earlier termination of this Sublease.

ARTICLE 9:  CONSENT. Whenever the consent or approval of Master Lessor is
required pursuant to the terms of the Master Lease, for the purposes of this
Sublease, Sublessee, in each instance, shall be required to obtain the written
consent or approval of both Master Lessor and Sublessor. If Master Lessor
refuses to grant its consent or approval, Sublessor may withhold its consent or
approval and Sublessee agrees that such action by Sublessor shall be deemed
reasonable.

ARTICLE 10:  INSURANCE. All insurance policies required to be carried by 
Sublessor under the Master Lease shall be maintained by Sublessee pursuant to 
the terms of the Master Lease, and shall name Sublessor and Master Lessor (and 
such other lenders, persons, firms, or corporations as are designated by 
Sublessor or Master Lessor) as additional insureds by endorsement. All policies 
shall be written as primary policies with respect to the interests of Master 
Lessor and Sublessor and such other additional insureds and shall provide that 
any insurance carried by Master Lessor or Sublessor or such other additional 
insureds is excess and not contributing insurance with respect to the insurance 
required hereunder. All policies shall also contain 'cross liability' or 
'severability of interest' provisions and shall insure the performance of the 
indemnity set forth in Article 14 of this Sublease. Sublessee shall provide 
Master Lessor and Sublessor with copies or certificates of all policies, 
including in each instance an endorsement providing that such insurance shall 
not be canceled or amended except after thirty (30) days prior written notice 
to Master Lessor and Sublessor. All deductibles, if any, under and such 
insurance policies shall be subject to the prior reasonable approval of 
Sublessor, and all certificates delivered to Master Lessor and Sublessor shall 
specify the limits of the policy and all deductibles thereunder.

ARTICLE 11:  NOTICES.

Article 11.1     NOTICE REQUIREMENTS. All notices, demands, consents, and 
approvals which may or are required to be given by either party to the other 
under this Sublease shall be in writing and may be given or made by overnight 
courier such as Federal Express or by United States registered or certified 
mail addressed as shown in Article 1. Any notice or demand so given shall be 
deemed to be delivered or made on the date personal service is effected or, on 
the next business day if sent by overnight courier, or the same day as given if 
sent by facsimile transmission and received by 5:00 p.m. Pacific time or on the 
second business day after the same is deposited in the United States Mail as 
registered or certified and addressed as above provided with postage thereon 
fully prepaid. Either party hereto may change its address at any time by giving 
written notice of such change to the other party in the manner provided herein 
at least ten (10) business days prior to the date such change is desired to be 
effective.

Article 11.2     NOTICES FROM MASTER LESSOR. Each party shall provide to the 
other party a copy of any notice or demand received from or delivered to Master 
Lessor within one business day of receiving or delivering such notice or demand.

ARTICLE 12:  DAMAGE, DESTRUCTION, CONDEMNATION. To the extent that the Master 
Lease gives Sublessor any rights following the occurrence of any damage, 
destruction or condemnation to terminate the Master Lease, to repair or restore 
the Sublease Premises, to contribute toward such repair or  

Rev. 12/24/98                           8

restoration costs to avoid termination, to obtain and utilize insurance or 
condemnation proceeds to repair or restore the Sublease Premises, or any 
similar rights, such rights shall be reserved to and exercisable solely by 
Sublessor, in its sole and absolute discretion, and not by Sublessee. The 
exercise of any such right by Sublessor shall under no circumstances constitute 
a default or breach under this Sublease or subject Sublessor to any liability 
therefor.

ARTICLE 13: INSPECTION OF THE SUBLEASE PREMISES. Sublessee shall permit 
Sublessor and its agents to enter the Sublease Premises at any reasonable time 
for the purpose of inspecting the same or posting a notice of 
non-responsibility for alterations, additions or repairs, provided that 
Sublessor provides at least twenty-four (24) hours prior notice (except in the 
case of emergency).

ARTICLE 14: INDEMNITY; EXEMPTION OF SUBLESSOR FROM LIABILITY.

Article 14.1        SUBLESSEE INDEMNITY. Sublessee shall indemnify, defend 
(with counsel reasonably satisfactory to Sublessor), protect and hold Sublessor 
harmless from and against any and all claims, demands, actions, suits, 
proceedings, liabilities, obligations, losses, damages, judgments, costs, 
expenses (including, but not limited to, reasonable attorneys', consultants' 
and expert witness fees) arising out of or related (i) Sublessee's use of the 
Sublease Premises, the conduct of Sublessee's business therein, or any 
activity, work or thing done, permitted or suffered by Sublessee in or about 
the Sublease Premises, (ii) a breach by Sublessee in the performance in a 
timely manner of any obligation of Sublessee to be performed under this 
Sublease, (iii) a failure by Sublessee to comply with any term, covenant, 
condition or restriction under the Master Lease, or (iv) the negligence or 
intentional acts of Sublessee or Sublessee's agents, contractors, employees, 
subtenants, licensees, or invitees. The foregoing obligations shall survive the 
expiration or earlier termination of this Sublease.

Article 14.2        SUBLESSOR INDEMNITY. Sublessor shall indemnify, defend (with
counsel reasonably satisfactory to Sublessee), protect and hold Sublessor 
harmless from and against any and all claims, demands, actions, suits, 
proceedings, liabilities, obligations, losses, damages, judgments, costs, 
expenses (including, but not limited to, reasonable attorneys', consultants' 
and expert witness fees) arising out of or related to a failure by Sublessor to 
comply with any term, covenant, condition or restriction under the Master Lease 
which is not otherwise required to be performed in whole or in part by 
Sublessee under this Sublease. The foregoing obligations shall survive the 
expiration or earlier termination of this Sublease.

Article 14.3        SUBLESSEE WAIVER. Sublessee, as a material part of the 
consideration to Sublessor, hereby waives all claims against Sublessor for 
damage to property or injury to persons in, upon or about the Sublease Premises 
arising from any cause, except in connection with damage or injury caused 
solely by the gross negligence or willful misconduct of Sublessor. This waiver 
shall survive the expiration or earlier termination of this Sublease.

Article 14.4        MUTUAL WAIVER OF SUBROGATION. The parties hereby waive any 
rights of recovery each may have against the other in connection with any loss 
or damage occasioned to either party's respective property, the Sublease 
Premises, or its contents, arising from any risk generally covered by fire and 
extended coverage insurance, irrespective of the cause of such fire or 
casualty. In addition, the parties each, on behalf of their respective 
insurance companies, waive any right of subrogation that such insurance company 
may have against the other party for any such loss or damage, provided that 
such waiver does not invalidate any such policy. In the event that such waiver 
would invalidate such policy, the insured party shall promptly notify the other 
in writing.


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 ARTICLE 15: ASSIGNMENT AND SUBLETTING. Sublessee shall not voluntarily or by
operation of law assign this Sublease or enter into license or concession
agreement, sublet all or any part of the Sublease Premises, or otherwise
transfer, mortgage, pledge, hypothecate or encumber all or any part of
Sublessee's interest in this Sublease or in the Sublease Premises or any part
thereof, without the prior written consent of Master Lessor (pursuant to the
terms of the Master Lease) and Sublessor, which consent shall not be
unreasonably withheld or delayed by Sublessor. Sublessee shall have no right to
sublease less than the entire area of the Sublease Premises, and Sublessee
agrees that it shall be reasonable for Sublessor or Master Lessor to withhold
its consent to any sublease of a portion of the Sublease Premises. Any attempt
to do so without such consent being first had and obtained shall be wholly void
and shall constitute a default by Sublessee under this Sublease. Sublessee
hereby irrevocably assigns to Sublessor all rent and other sums or consideration
in any form, from any such subletting or assignment, and agrees that Sublessor,
as assignee and as attorney-in-fact for Sublessee, or a receiver for Sublessee
appointed upon Sublessor's application, may collect such rent and other sums and
apply the same against amounts owing to Sublessor in the event of Sublessee's
default; provided, however, that until the occurrence of any default by
Sublessee or Sublessee's assignee or subtenant, Sublessee shall have the right
to collect such sums, provided that two-thirds (2/3) of all rent and other
charges payable by any such assignee or subtenant in excess of the Rent payable
under this Sublease ('excess rent') shall belong to Sublessor and be paid to
Sublessor within thirty (30) days following Sublessee's receipt thereof;
provided, however, that Sublessee shall first be entitled to recover from such
excess rent the amount of all reasonable leasing commissions paid to third
parties not affiliated with Sublessee in connection with said assignment or
subletting.

ARTICLE 16: DELIVERY OF DOCUMENTS. Sublessee shall execute and deliver any 
document or other instrument reasonably required by Master Lessor pursuant to 
the Master Lease within five (5) days following receipt of a written request 
from Master Lessor or Sublessor. Failure to comply with this provision shall 
constitute a default by Sublessee under this Sublease.

ARTICLE 17: HOLDING OVER. Any holding over by Sublessee after the Termination 
Date, without the prior written consent of Master Lessor and Sublessor, shall 
not constitute a renewal or extension of this Sublease or give Sublessee any 
rights in or to the Sublease Premises. Any holding over by Sublessee after the 
Termination Date, with the prior written consent of Master Lessor and 
Sublessor, shall be construed as a month-to-month tenancy on the same terms and 
conditions as specified in this Sublease, except that the Minimum Monthly Rent 
during such tenancy an amount equal to One Hundred Twenty-five percent (125%) 
of the most recent Minimum Monthly Rent. Any holding over by Sublessee after 
the Termination Date, without the prior written consent of both Master Lessor 
and Sublessor, shall be construed as a tenancy at sufferance (terminable upon 
notice by Sublessor) on the same terms and conditions as specified in this 
Sublease, except that Sublessee shall pay to Sublessor as Minimum Monthly Rent 
during such tenancy an amount equal to Two Hundred Percent (200%) of the most 
recent Minimum Monthly Rent.

ARTICLE 18: OPTIONS. Any right of Sublessor to extend or renew the term of the
Master Lease or to expand the Premises (if any) shall be reserved to and
exercisable solely by Sublessor, in its sole discretion, and not by Sublessee.

ARTICLE 19: GENERAL PROVISIONS.

Article 19.1   SEVERABILITY. If any term or provision of this Sublease shall, to
any extent, be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this 


                                       10

Sublease shall not be affected thereby, and each term and provision of this 
Sublease shall be valid and enforceable to the fullest extent permitted by law.

Article 19.2   ATTORNEYS' FEES; COSTS OF SUIT. If Sublessee or Sublessor shall 
bring any action for any relief against the other, declaratory or otherwise, 
arising out of this Sublease, including any suit by Sublessor for the recovery 
of Rent or possession of the Sublease Premises, the prevailing party shall be 
entitled to recover its reasonable attorneys' fees and costs of suit.

Article 19.3   WAIVER. No covenant, term or condition or the breach thereof 
shall be deemed waived, except by written consent of the party against whom the 
waiver is claimed, and any waiver of the breach of any covenant, term or 
condition shall not be deemed to be a waiver of any other covenant, term or 
condition. Acceptance by Sublessor of any performance by Sublessee after the 
time the same shall have become due shall not constitute a waiver by Sublessor 
of the breach or default of any covenant, term or condition unless otherwise 
expressly agreed to by Sublessor in writing.

Article 19.4   BROKERAGE COMMISSIONS. The parties represent and warrant to each 
other that they have dealt with no brokers, finders, agents or other person in 
connection with the transaction contemplated hereby to whom a brokerage or 
other commission or fee may be payable, except for the brokers named in Article 
1. Each party shall indemnify, defend and hold the other harmless from any 
claims arising from any breach by the indemnifying party of the representation 
and warranty in this Article 19.4.

Article 19.5   BINDING EFFECT. Preparation of this Sublease by Sublessor or 
Sublessor's agent and submission of the same to Sublessee shall not be deemed 
an offer to lease. This Sublease shall become binding upon Sublessor and 
Sublessee only when fully executed by Sublessor and Sublessee and approved in 
writing by Master Lessor.

Article 19.6   ENTIRE AGREEMENT. This instrument, along with any exhibits and 
addenda hereto, constitutes the entire agreement between Sublessor and 
Sublessee relative to the Sublease Premises. This Sublease may be altered, 
amended or revoked only by an instrument in writing signed by both Sublessor 
and Sublessee. There are no oral agreements or representations between the 
parties affecting this Sublease, and this Sublease supersedes and cancels any 
and all previous negotiations, arrangements, brochures, agreements, 
representations and understandings, if any, between the parties hereto.

Article 19.7   EXECUTION. This Sublease may be executed in one or more 
counterparts, each of which shall be considered an original counterpart, and 
all of which together shall constitute one and the same instrument. Each person 
executing this Sublease represents that the execution of this Sublease has been 
duly authorized by the party on whose behalf the person is executing this 
Sublease.

Article 19.8   MASTER LESSOR CONSENT. Sublessor's obligations under this 
Sublease are conditioned upon receipt by Sublessor of Master Lessor's written 
consent to this Sublease (in form and substance satisfactory to Sublessor) 
within fifteen (15) days following the Effective Date.

Article 19.9   ADDITIONAL PROVISIONS.

     Article 19.9.1  Early Termination Right. At any time before November 30, 
2001 ('Exercise Period'), Sublessee shall have a one time right to terminate 
the Sublease Term effective as of August 31, 2002 ('Early Termination Date'), 
provided that Sublessee is not in default under the Sublease on the date of 




                                       11


exercise or the Early Termination Date. The foregoing right may be exercised by 
Sublessee only by delivering written notice of termination to Sublessor during 
the Exercise Period, in which event the Sublease Term shall be deemed to expire 
on the Early Termination Date but the Sublease shall otherwise remain 
unmodified and continue in full force and effect. Nothing herein shall be 
deemed to release Sublessee from any liability or obligations of Sublessee 
under the Sublease which by their terms survive the expiration or earlier 
termination of the Sublease Term.

     Article 19.9.2  Fair Market Rental. For purposes of determining the Minimum
Monthly Rent for the Sublease Premises for the Period commencing September 1,
2002 and ending August 31, 2005 ('FMR Period'), the parties shall meet, no
earlier than January 1, 2002 nor later than March 1, 2002, and endeavor to agree
upon the fair market rental of the Sublease Premises for the FMR Period,
including, without limitation, any annual rent escalations applicable during the
FMR Period. In determining the fair market rental for the Sublease Premises, the
parties shall consider comparable buildings of a similar quality and size with
similar improvements located in the counties of Santa Clara and San Mateo,
California. If the parties cannot agree upon the fair market rental for the
Sublease Premises by March 31, 2002, the parties shall submit the matter to
binding appraisal in accordance with the following procedures: On or before
April 15, 2002, the parties shall either (a) jointly appoint an appraiser for
this purpose or (b) failing joint action, separately designate a disinterested
appraiser. The parties shall each pay one-half (1/2) of the fees and expenses of
the jointly appointed appraiser or, if the parties separately designate
disinterested appraisers, the parties shall pay the fees and expenses of the
appraiser so appointed by said party. No person shall be appointed or designated
an appraiser unless he or she is an M.A.I. appraiser with at least five (5)
years experience in appraising major commercial properties located in the
counties of Santa Clara and San Mateo, California. If the two (2) appraisers
thus appointed cannot reach agreement on the question presented within thirty
(30) days after their appointment, then the appraisers thus appointed shall
appoint a third (3rd) disinterested appraiser having like qualifications. If,
within thirty (30) days after the third (3rd) appraiser has been chosen, a
majority of the appraisers cannot reach agreement on the question presented,
then the average of the two (2) closest appraisals shall determine the fair
market rental and shall be binding and conclusive upon the parties. Each party
shall pay one-half (1/2) of the fees and expenses of the third (3rd) appraiser.
If the two (2) appraisers appointed by the parties cannot agree on the
appointment of the third (3rd) appraiser, either or both of them shall give
notice of such failure to the parties, and if the parties fail to agree upon the
selection of such third (3rd) appraiser within ten (10) days after the
appraisers appointed by the parties give such notice, then either of the
parties, upon notice to the other party, may request such appointment to the
presiding judge of the Superior Court of Santa Clara County, California.

     If for any reason the parties have not determined the fair market rental 
for the Sublease Premises for the FMR Period on or before August 21, 2002, then 
Sublessee shall pay to Sublessor, as Minimum Monthly Rent for the month of 
August, 2002 and each month thereafter until the fair market rental has been 
determined, an amount equal to the Minimum Monthly Rent payable for the month 
of August, 2002. Upon such determination, the agreed monthly rental shall be 
retroactively applied from September 1, 2002. Sublessee shall, within ten (10) 
days thereafter, make up any accumulated deficiency for all months of the 
extension period plus interest on each deficiency rental payment calculated 
from the respective dates thereof at a rate equal to the rate then available on 
a one-year Certificate of Deposit, compounded annually at the bank in which 
Sublessor maintains Sublessor's commercial checking account. If Sublessee has 
paid more than the agreed monthly rental, then Sublessor shall credit Sublease 
with such accumulated excess (plus interest calculated in the same manner as 
set forth above for deficient payments) by deducting such excess from the 
Minimum Monthly Rent next to become due.



                                       12


     Article 19.9.3  Condition of the Premises. The following shall be added at 
the end of Article 2.2 of the Sublease:

     Notwithstanding the foregoing, Sublessor shall deliver the Sublease 
     Premises to Sublessee in broom clean condition, with all plumbing, 
     electrical, HVAC and elevator systems (collectively, 'Building System') in 
     good working order and repair. Sublessee shall have a period of thirty 
     (30) days after the Early Occupancy Date to give Sublessor written notice 
     of any required repairs to the Building Systems. If Sublessee gives 
     Sublessor written notice during such thirty (30) day period, Sublessor and 
     Sublessee shall meet and confer to agree upon the extent of any repairs 
     necessary to render the Building Systems in good working order and 
     repair. Thereafter, Sublessor shall ascertain whether the repair of such 
     defect is an obligation of Sublessor or Master Sublessor under the Master 
     Lease. If the repair is the obligation of Sublessor, Sublessor shall, at 
     its expense, promptly make such repair in a commercially reasonable 
     manner; provided, however, that Sublessor shall have no obligation to 
     perform or otherwise remedy any defects or items of disrepair caused by 
     Sublessee or its agents, employees or contractors following the Early 
     Occupancy Date or any code compliance issues related to the Building 
     Systems. If the repair is the obligation of Master Sublessor, the 
     provisions of Article 2.2 of this Sublease shall apply. Failure by 
     Sublessee to give Sublessor written notice of defects in the Building 
     Systems during such thirty (30) day period shall constitute conclusive 
     evidence that the Building Systems are in good working order and repair. 
     In addition, Sublessor shall leave all existing communications wiring 
     within the Sublease Premises, rolled-up at the point of termination and 
     otherwise in its 'as-is, where-is' condition.

     Article 19.9.4  Early Occupancy. Sublessor will permit Sublessee to occupy 
the Sublease Premises from February 1, 1999 ('Early Occupancy Date') through 
the Commencement Date for purposes of designing and installing Sublessee's 
tenant improvements, subject to the terms and conditions of Articles 4.3 and 
7.3 above.

     Article 19.9.5  Security Deposit. Notwithstanding Article 6 to the 
contrary, Sublessee shall have the right to deposit with Sublessor the Security 
Deposit in the form of a letter of credit pursuant to the same terms and 
conditions as are set forth in Section 44 of the Master Lease.

     Article 19.9.6  Assignment. Notwithstanding Article 15 of this Sublease to
the contrary, Sublessee shall have the right to assign or sublet the Sublease
Premises without Sublessor's consent pursuant to the same terms and conditions
as are set forth in Section 48 of the Master Lease.



                                       13



     IN WITNESS WHEREOF, the parties hereto have entered into this Sublease as 
of the Effective Date set forth hereinabove.

SUBLESSOR:                           SUBLESSEE:

SILICON GRAPHICS, INC.,              VERITAS SOFTWARE CORPORATION,
a Delaware corporation               a Delaware corporation


By  /s/ [Signature Illegible]        By /s/ JAY A. JONES
   ----------------------------         --------------------------
                                            JAY A. JONES
Its VP Facilities                    Its Vice President and
                                         General Counsel









                                       14


[LOGO] Silicon Graphics                      2011 N. Shoreline Blvd.
       Computer Systems                      Mountain View, CA 94043-1389
                                             Telephone (650) 390-5089
                                             FAX (650) 932-0551


                                January 7, 1999

VIA FACSIMILE

Veritas Software Corporation
Attn: Jay Jones

     Re: 900 Alta Avenue, Mountain View CA

Dear Jay:

Silicon Graphics, Inc. ('SGI'), as sublessor, intends to approve the tenant
improvements comprising the hardwall and cubicle offices as shown on certain 
plans more particularly described as the preliminary schematic layout of 900 
Alta for the first floor (dated 1/5/95) and second floor (dated 1/6/99) upon 
SGI's receipt of the written consent of the Master Lessor to such improvements 
in accordance with the terms of the Master Lease (which consent shall provide 
that SGI has no obligation to restore the premises to its existing interior 
configuration) and acceptable construction plans depicting such improvements as 
described under the Sublease and Master Lease. Nothing herein will modify the 
obligations of Veritas under Article 8 of the Sublease. Unless otherwise 
defined herein, all capitalized terms will have the meanings set forth in the 
Sublease.

                                   SILICON GRAPHICS, INC.
                         
                                   By /s/ [Signature Illegible]
                                      ----------------------------------
                ---------
                SGI LEGAL          Its VP Facilities
                ---------           ---------------------------------

[LETTERHEAD]

[LOGO]  Peery/Arrillaga


February 2, 1999

MR. ED MALYSZ
SILICON GRAPHICS, INC.
2011 N. Shoreline Blvd.
Mountain View, CA 94043

Re:  CONSENT TO SUBLEASE TO VERITAS SOFTWARE CORPORATION, A DELAWARE 
CORPORATION FOR A PERIOD OF SIX YEARS FIVE MONTHS FIFTEEN DAYS, COMMENCING 
MARCH 1, 1999 AND TERMINATING AUGUST 15, 2005.

Gentlemen:

This letter is written with regard to your proposed sublease of all of the 
92,400 square feet of space (as shown on Exhibit A attached hereto) (the 
'Sublet Premises') leased by Tenant at 900 Alta Avenue, Mountain View, 
California, under Lease Agreement dated March 16, 1995 ('Master Lease'), by and 
between John Arrillaga Survivor's Trust (previously known as the 'Arrillaga 
Family Trust') and Richard T. Peery Separate Property Trust ('Master 
Landlord'), and Silicon Graphics, Inc., a Delaware corporation ('Tenant'), 
which Tenant is proposing to sublease to Veritas Software Corporation, a 
Delaware corporation ('Subtenant') on the terms and conditions set forth in the 
proposed Sublease dated December 31, 1998, submitted by Tenant to Master 
Landlord on January 29, 1999 (the 'Sublease').

Pursuant to Master Lease Paragraph 16 ('Assignment and Subletting') Master 
Landlord hereby approves Tenant's subleasing said space to Subtenant, under the 
Sublease, subject to the following terms and conditions:

1.   Master Landlord's Consent shall in no way void or alter any of the terms of
     the Lease by and between Master Landlord and Tenant, nor shall this Consent
     alter or diminish in any way Tenant's obligations to Master Landlord.

2.   Tenant shall not give Subtenant any rights or privileges in excess of those
     given Tenant under the terms of the Master Lease.


                                                                 Initial: 
                                                                          ----


3.   If Subtenant subleases and/or occupies less than one hundred percent of 
     the building, Subtenant shall not have a separate address from the address 
     of the Premises. Therefore, Tenant shall provide Subtenant with internal 
     mail delivery. Tenant and Subtenant shall share (the prorate shares to be 
     determined in a separate agreement between Tenant and Subtenant) the 
     existing signage allocated to Tenant for the Premises.

4.   Master Landlord has not reviewed the terms of any agreement between Tenant
     and Subtenant, and in approving said Sublease, Master Landlord is in no way
     approving any term, covenant or condition therein contained, and said
     Sublease is subject and subordinate to all terms, covenants and conditions
     of the Master Lease. Master Landlord shall not be bound by any agreement
     other than the terms of the Master Lease between Master Landlord and
     Tenant. In the event of conflict in the terms, covenants and conditions
     between the Sublease and Master Lease, the terms, covenants and conditions
     of the Master Lease shall prevail and take precedence over said Sublease.
     Master Landlord does not make any warranties or representations as to the
     condition of the Leased Premises or the terms of the Lease between Master
     Landlord and Tenant. This Consent to Sublease shall in no event be
     construed as consent to any future sublease agreement (including any
     extensions and/or amendments to the current Sublease) between Tenant and
     Subtenant, or any other party; and any future sublease agreement (including
     any extensions and/or amendments to the current Sublease) between Tenant
     and Subtenant, or any other party shall require the prior written consent
     of Master Landlord. Under no circumstances will Master Landlord consent to
     a sub-sublease or assignment under the Sublease.

5.   A.  It is agreed by all parties hereto that in the event Master Landlord
     terminates the Master Lease, pursuant to any right therein contained, said
     Sublease shall automatically terminate simultaneously with the Master
     Lease. Notwithstanding anything to the contrary set forth above, Master
     Landlord, at Master Landlord's sole option and election, may choose to
     allow Subtenant to remain in possession of the Sublet Premises under said
     Sublease subject to all terms, covenants and conditions of said Master
     Lease by giving Subtenant written notice prior to the effective date of
     termination of said Master Lease, of Master Landlord's election to allow
     Subtenant to remain in possession of the Sublet Premises in which event
     Subtenant shall be entitled and obligated to remain in possession of the
     Sublet Premises under the terms of said Sublease, subject to all terms,
     covenants and conditions of the Master Lease, including, without limitation
     to, payment of Basic rent at the greater of: (i) the rate provided for in
     the Master Lease, or (ii) the rate provided for in the Sublease. Such
     election by Master Landlord shall not operate as a waiver of any claims
     Master Landlord may have against Tenant. Following such written notice by
     Master Landlord Subtenant shall then, as of the effective date of said
     termination of said Master Lease, be liable to and shall attorn in writing
     directly to Master Landlord as though said Sublease were executed directly
     between Master Landlord and Subtenant; provided, however, it is
     specifically agreed between the parties hereto, that whether Master
     Landlord elects to allow Subtenant to remain in possession 



                                                                 Initial:
                                                                         -------


of the Sublet Premises under the terms of the Sublease, subject to the Master 
Lease, or allow said Sublease to automatically terminate simultaneously with 
the Master Lease, Master Landlord shall not, in any event, nor under any 
circumstances be responsible or liable to Subtenant for (i) the return of any 
security deposit paid by Subtenant to Tenant, nor shall Subtenant be given 
credit for any prepaid rental or other monetary consideration paid by Subtenant 
to Tenant under said Sublease; (ii) any other claim or damage of any kind or 
nature whatsoever by reason of or in connection with Master Landlord's 
termination of said Master Lease and/or Sublease; and (iii) any default of 
Tenant under the Sublease.

B.   In the event Master Landlord has terminated the Master Lease, and has not 
elected, in writing prior to the effective date of termination of said Master 
Lease, to allow Subtenant to remain in the Sublet Premises as set forth above, 
said Sublease shall terminate co-terminously with the effective termination of 
the Master Lease automatically, without notice, and Subtenant and/or Tenant, 
jointly and severally, shall surrender the Sublet Premises to Master Landlord 
in good condition and repair as of the effective termination of the Master 
Lease, with Master Landlord having no obligation or liability whatsoever to 
Subtenant by reason of or in connection with such early termination of the 
Master Lease. In the event Subtenant and/or Tenant fails to timely surrender the
Sublet Premises to Master Landlord in good condition and repair as of the date 
the Master Lease terminates, Subtenant and/or Tenant, jointly and severally, 
shall be liable to Master Landlord in such event for all damages, costs, 
claims, losses, liabilities, fees or expenses sustained by Master Landlord, 
including, but not limited to, loss of rental income, attorney's fees and court 
costs resulting from or in connection with Subtenant's failure to timely vacate
the Sublet Premises and surrender the Sublet Premises to Master Landlord as of 
the effective termination date of said Master Lease.

C.   As a condition to Landlord's consent to the Sublease, by execution of this 
Consent to Sublease, Subtenant hereby agrees to be bound by the following 
provision in relation to both Tenant and Master Landlord:

     If Master Landlord and Tenant jointly and voluntarily elect, for any 
     reason whatsoever, to terminate the Master Lease prior to the scheduled 
     Master Lease Termination Date, then this Sublease (if then still in 
     effect) shall terminate concurrently with the termination of the Master 
     Lease. Subtenant expressly acknowledges and agrees that (1) the voluntary 
     termination of the Master Lease by Master Landlord and Tenant and the 
     resulting termination of this Sublease shall not give Subtenant any right 
     or power to make any legal or equitable claim against Master Landlord, 
     including without limitation any claim for interference with contract or 
     interference with prospective economic advantage, and (2) Subtenant hereby 
     waives any and all rights it may have under law or at equity to challenge 
     such an early termination of the Sublease, and unconditionally releases 
     and relieves Master Landlord, and its officers, directors, employees and 
     agents, from any and all claims, demands, and/or causes of action 
     whatsoever (collectively, 'Claims'),

                                                               Initial:
                                                                        --------
         

     whether such matters are known or unknown, latent or apparent, suspected or
     unsuspected, foreseeable or unforeseeable, which Subtenant may have arising
     out of or in connection with any such early termination of this Sublease.
     Subtenant knowingly and intentionally waives any and all protection which
     is or may be given by Section 1542 of the California Civil Code which
     provides as follows: 'A general release does not extend to claims which the
     creditor does not know or suspect to exist in his favor at the time of
     executing the release, which if known by him must have materially affected
     his settlement with debtor.'

     The term of this Sublease is therefore subject to early termination.
     Subtenant's initials here below evidence (a) Subtenant's consideration of
     and agreement to this early termination provision, (b) Subtenant's
     acknowledgment that, in determining the net benefits to be derived by
     Subtenant under the terms of this Sublease, Subtenant has anticipated the
     potential for early termination, and (c) Subtenant's agreement to the
     general waiver and release of Claims above.

     Initials:                            Initials:
              ---------                            ---------
              Subtenant                            Tenant

6.   In consideration of Master Landlord's consent to the Sublease, Tenant
     irrevocably assigns to Master Landlord, as security for Tenant's
     obligations under this Lease, all rent and income payable to Tenant under
     the Sublease. Therefore, Master Landlord may collect all rent due under the
     Sublease and apply it towards Tenant's obligations under the Master Lease
     and Tenant and Subtenant agree to pay same to Master Landlord upon demand
     without further consent of Tenant and Subtenant required; provided,
     however, that until the occurrence of a default by Tenant under the Master
     Lease (after the passage of any applicable cure period), Tenant shall have
     the right to collect such rent. Tenant hereby irrevocably authorizes and
     directs Subtenant, upon receipt of a written notice from Master Landlord
     stating that a default exists in the performance of Tenant's obligations
     under the Master Lease, to pay to Master Landlord the rents due and to
     become due under the Sublease. Tenant agrees that Subtenant shall have the
     right to rely on any such statement and request from Master Landlord, and
     that Subtenant shall pay such rents to Master Landlord without any
     obligation or right to inquire as to whether such default exists and
     notwithstanding any notice or claim from Tenant to the contrary. Tenant
     shall have no right or claim against Subtenant or Master Landlord for any
     such rents so paid by Subtenant to Master Landlord; provided, however, that
     any rent so collected by Master Landlord shall be applied against the like
     obligations of Tenant to Master Landlord. It is further agreed between the
     parties hereto that neither Tenant's assignment of such rent and income,
     nor Master Landlord's acceptance of any payment of rental or other sum due
     by Subtenant to Tenant under said sublease, whether payable directly to
     Master Landlord or endorsed to Master Landlord by Tenant, shall in any way
     nor in any event be construed as creating a direct contractual relationship
     between Master


                                                             Initial 
                                                                    ------------

     Landlord and Subtenant, unless the Parties expressly so agree in writing
     and such acceptance shall be deemed to be an accommodation by Master
     Landlord to, and for the convenience of, Tenant and Subtenant. Any direct
     contractual agreement between Master Landlord and Subtenant must be in
     writing.

7.   Pursuant to the provisions of Paragraph 16 entitled 'Assignment and 
     Subletting' of the Master Lease, Master Landlord hereby requires Tenant to 
     pay to Master Landlord, as Additional Rent, fifty percent (50%) of all 
     Rents and/or additional consideration received by Tenant from said 
     Sublease in excess of the Rent payable to Master Landlord in said Lease 
     during the Sublease Term (hereinafter referred to as 'Excess Rent'); 
     provided, however, that for sharing such Excess Rent, Tenant shall first 
     be entitled to recover from such Excess Rent the amount of all reasonable 
     leasing commissions paid to third parties not affiliated with Tenant in 
     order to obtain the sublease. Tenant and Subtenant acknowledge that any 
     Excess Rent is owed to Master Landlord and Tenant hereby agrees to pay any 
     Excess Rent to Master Landlord as due under said Sublease. Tenant and 
     Subtenant represent and warrant to Master Landlord that: (1) the 
     information to be completed and provided by Tenant and Subtenant on the 
     attached Exhibit B 'Summary of Amounts/Consideration to be Paid by 
     Subtenant' accurately represents amounts to be paid by Subtenant under 
     said Sublease; (2) no additional consideration is due Tenant under said 
     Sublease, other than the additional consideration (if any) identified on 
     Exhibit B; and (3) no changes in the terms and/or conditions of said 
     Sublease shall be made without Master Landlord's prior written approval.

8.   Paragraph 6 ('Second Option to Extend Lease for Five (5) Years') of 
     Amendment No. 1 dated December 8, 1995 of the Master Lease provides that 
     said Option to Extend Lease may not be assigned by Tenant; therefore, 
     through this document, Master Landlord, Tenant and Subtenant agree that 
     said Option Right is terminated and no longer in effect.

9.   This Consent is conditional upon Master Landlord's receipt of Master 
     Landlord's reasonable costs and attorney's fees, to which Master Landlord 
     is entitled under Paragraph 16 of the Master Lease. Tenant shall pay such 
     fees and costs to Landlord, pursuant to the invoice provided to Tenant by 
     Landlord with this Consent, upon execution of this Consent by Tenant and 
     subtenant.

10.  This Consent to Sublease shall only be considered effective, and Master 
     Landlord's consent to the Sublease given, when (i) Landlord receives 
     payment from Tenant of Landlord's costs, and (ii) this Letter Agreement is 
     executed by Master Landlord, Tenant, and Subtenant, and Guarantors (if 
     any) under the Master Lease.

Please execute this letter in the space provided below, obtain the signature of 
Subtenant, and return all copies to our office no later than February 16, 1999. 
IN THE EVENT TENANT FAILS TO RETURN THE FULLY EXECUTED DOCUMENTS TO LANDLORD BY 
FEBRUARY 16, 1999, THIS CONSENT SHALL BE AUTOMATICALLY RESCINDED, IN WHICH 
EVENT, TENANT SHALL BE REQUIRED TO RESUBMIT ITS REQUEST IN THE EVENT TENANT 
DESIRES TO GO FORWARD WITH SAID SUBLEASE. A fully executed


                                                                Initial:
                                                                        --------



copy will be returned to you after execution by the Master Landlord.

                                        Very truly yours,


                                        PEERY/ARRILLAGA

                                        By  /s/ JOHN ARRILLAGA
                                          --------------------------
                                            John Arrillaga

THE UNDERSIGNED Tenant and Subtenant do hereby jointly and severally agree to 
the terms and conditions of this Consent to Sublease.

TENANT:                               SUBTENANT:

SILICON GRAPHICS, INC.                VERITAS SOFTWARE CORPORATION
a Delaware corporation                a Delaware corporation

By /s/ RAY JOHNSON                    By /s/ JAY A. JONES
  -----------------------------         -----------------------------

Print Name  RAY JOHNSON               Print Name  JAY A. JONES
           --------------------                  --------------------

Title  VP Facilities                         VICE PRESIDENT AND
      -------------------------       Title  GENERAL COUNSEL
                                          -------------------------


                                                                       EXHIBIT A
                                  [FLOOR PLAN]
                         [ALTA-PLYMOUTH OFFICE COMPLEX]





EXHIBIT B TO LEASE AGREEMENT DATED MARCH 16, 1995 BY AND BETWEEN JOHN ARRILLAGA
AND RICHARD T. PEERY SEPARATE PROPERTY TRUSTS, AS LANDLORD, AND SILICON
GRAPHICS, INC., A DELAWARE CORPORATION, AS TENANT.


                                 (Page 1 of 2)

                       EXHIBIT B TO 'CONSENT TO SUBLEASE'
            SUMMARY OF AMOUNTS/CONSIDERATION TO BE PAID BY SUBTENANT



 
 PERIOD*      BASIC RENT      R.E. TAXES       PROP. INS.          UTILITIES              LANDSCAPE          MISCELLANEOUS
BY MONTH     TOTAL    PSF     TOTAL     PSF    TOTAL        PSF    TOTAL       PSF     TOTAL        PSF    TOTAL         PSF
========  == ============  == ============= == ================ == =============== ==  ================ == ================= ==
                                                                                               
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
SEE SCHEDULE ATTACHED               PAID PER THE MASTER LEASE
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

  MISCELLANEOUS          TOTAL CHARGE PER PERIOD
TOTAL         PSF         TOTAL            PSF
=================  ==    ======================

-----------------------------------------------

-----------------------------------------------

-----------------------------------------------

-----------------------------------------------

-----------------------------------------------

-----------------------------------------------

-----------------------------------------------


IF ADDITIONAL SPACE IS NEEDED, PLEASE DUPLICATE AND ATTACH
*IF PAYMENTS ARE REQUIRED OTHER THAN MONTHLY, PLEASE INCLUDE THESE PAYMENTS AS 
 WELL.

**IF SUBLEASE RENT PAID INCLUDES MISCELLANEOUS EXPENSES, PLEASE IDENTIFY THE $ 
  AMOUNT /PSF OF THE TOTAL RENT PAYMENT ALLOCATED TO BASIC RENT AND EACH   
  ADDITIONAL EXPENSE ITEM. 

IS ANY ADDITIONAL CONSIDERATION (MONETARY AND/OR SERVICES) DUE UNDER THE 
SUBLEASE? YES    NO  X
             ---    ---

IF 'YES', IDENTIFY TYPE CONSIDERATION AND DOLLAR VALUE ASSIGNED TO SAID 
CONSIDERATION:

Type:                            Value: $          
     ---------------------               ----------

Type:                            Value: $          
     ---------------------               ----------

Type:                            Value: $          
     ---------------------               ----------

Type:                            Value: $          
     ---------------------               ----------

Type:                            Value: $          
     ---------------------               ----------

IF ADDITIONAL SPACE IS NEEDED, PLEASE DUPLICATE AND ATTACH


TENANT                                          SUBTENANT                     
SILICON GRAPHICS, INC.                          VERITAS SOFTWARE CORPORATION

By:  [SIGNATURE ILLEGIBLE]                      By: [SIGNATURE ILLEGIBLE]
   -----------------------                         -------------------------

Printed:                                        Printed:                    
        ------------------                              --------------------

Title:                                          Title:
      --------------------                              ---------------------  




900 ALTA AVENUE, MOUNTAIN VIEW
SCHEDULE OF BONUS RENT
1/13/99




RENT SCHEDULE:                Feb-99       Mar-99      Apr-99     May-99       Jun-99      Jul-99      Aug-99     Sep-99
-------------------------------------------------------------------------------------------------------------------------
                                                                                          
Veritas Rent to SGI                 0     231,000     231,000     231,000     231,000     231,000     231,000     231,000
SGI Rent to Peery/Arrillaga   175,560     175,560     175,560     175,560     175,560     175,560     175,560     180,180
                            ---------------------------------------------------------------------------------------------
Excess Over P/A Base Rent    -175,560      55,440      55,440      55,440      55,440      55,440      55,440      50,820

Total Rent REceived from
  Veritas                   9,586,500
total Rent Paid Per
  SGI Lease                 7,787,010
                            ---------
BONUS RENT                  1,799,490
Less Commission @ 
  $5.50 per foot              508,200
                            ---------
Bonus Net of Commission     1,291,290

50% to Peery Arrillaga        645,645
50% to SGI                    645,645





CASH FLOW:                    Feb-99       Mar-99      Apr-99     May-99       Jun-99      Jul-99      Aug-99     Sep-99
-------------------------------------------------------------------------------------------------------------------------
                                                                                          
Veritas Rent to SGI                 0     231,000     231,000     231,000     231,000     231,000     231,000     231,000
SGI Rent to Peery/Arrillaga  -175,560    -175,560    -175,560    -175,560    -175,560    -175,560    -175,560    -180,180
                            ---------------------------------------------------------------------------------------------
Excess Over P/A Base Rent    -175,560      55,440      55,440      55,440      55,440      55,440      55,440      50,820
Commission                   -508,200
                            ---------
Cash Flow After
  Commission                             -683,760
Recovery to SGI of
  Negative Cash Flow                       55,440      55,440      55,440      55,440      55,440      55,440      50,820
Bonus Rent                                      0           0           0           0           0           0           0

50% to Peery/Arrillaga                          0           0           0           0           0           0           0
50% to SGI                                      0           0           0           0           0           0           0


NOTE: Veritas has early access to commence improvements, but will not commence
      rent payments until 3/1/99.

NOTE: If early termination right is not exercised, additional bonus rent
      schedule will be calculated from 9/1/02 through August 31, 2005.









                                                                                        
   Oct-99     Nov-99     Dec-99     Jan-99     Feb-00     Mar-00     Apr-00     May-00     Jun-00    Jul-00    Aug-00     Sep-00
-----------------------------------------------------------------------------------------------------------------------------------
  231,000    231,000    231,000    231,000    231,000    231,000    231,000    231,000    231,000   231,000   231,000     231,000
  180,180    180,180    180,180    180,180    180,180    180,180    180,180    180,180    180,180   180,180   180,180     184,800
-----------------------------------------------------------------------------------------------------------------------------------
   50,820     50,820     50,820     50,820     50,820     50,820     50,820     50,820     50,820    50,820    50,820      46,200







                                                                                        
   Oct-99     Nov-99     Dec-99     Jan-00     Feb-00     Mar-00     Apr-00     May-00     Jun-00    Jul-00    Aug-00     Sep-00
-----------------------------------------------------------------------------------------------------------------------------------
  231,000    231,000    231,000    231,000    231,000    231,000    231,000    231,000    231,000   231,000   231,000     231,000
 -180,180   -180,180   -180,180   -180,180   -180,180   -180,180   -180,180   -180,180   -180,180  -180,180  -180,180    -184,800
-----------------------------------------------------------------------------------------------------------------------------------
   50,820     50,820     50,820     50,820     50,820     50,820     50,820     50,820     50,820    50,820    50,820      46,200


   50,820     50,820     50,820     50,820     50,820     46,200          0          0          0         0         0           0
        0          0          0          0          0      4,620     50,820     50,820     50,820     50,820   50,820      46,200
        0          0          0          0          0      2,310     25,410     25,410     25,410     25,410   25,410      23,100
        0          0          0          0          0      2,310     25,410     25,410     25,410     25,410   25,410      23,100





                                                                                        
   Oct-00     Nov-00     Dec-00     Jan-01     Feb-01     Mar-01     Apr-01     May-01     Jun-01    Jul-01    Aug-01     Sep-01
-----------------------------------------------------------------------------------------------------------------------------------
  231,000    231,000    231,000    231,000    231,000    231,000    231,000    231,000    231,000   231,000   231,000    231,000
  184,800    184,800    184,800    184,800    184,800    184,800    184,800    184,800    184,800   184,800   184,800    189,420
-----------------------------------------------------------------------------------------------------------------------------------
   46,200     46,200     46,200     46,200     46,200     46,200     46,200     46,200     46,200    46,200    46,200     41,580






                                                                                        
   Oct-00     Nov-00     Dec-00     Jan-01     Feb-01     Mar-01     Apr-01     May-01     Jun-01    Jul-01    Aug-01     Sep-01
-----------------------------------------------------------------------------------------------------------------------------------
  231,000    231,000    231,000    231,000    231,000    231,000    231,000    231,000    231,000   231,000   231,000    231,000
 -184,800   -184,800   -184,800   -184,800   -184,800   -184,800   -184,800   -184,800   -184,800  -184,800  -184,800   -189,420
-----------------------------------------------------------------------------------------------------------------------------------
   46,200     46,200     46,200     46,200     46,200     46,200     46,200     46,200     46,200    46,200    46,200     41,580


        0          0          0          0          0          0          0          0          0         0         0          0
   46,200     46,200     46,200     46,200     46,200     46,200     46,200     46,200     46,200    46,200    46,200     41,580

   23,100     23,100     23,100     23,100     23,100     23,100     23,100     23,100     23,100    23,100    23,100     20,790
   23,100     23,100     23,100     23,100     23,100     23,100     23,100     23,100     23,100    23,100    23,100     20,790





   Oct-01   Nov-01   Dec-01   Jan-02   Feb-02   Mar-02   Apr-02   May-02   Jun-02   Jul-02  15-Aug-02     TOTAL
-----------------------------------------------------------------------------------------------------------------
                                                                     
  231,000  231,000  231,000  231,000  231,000  231,000  231,000  231,000  231,000  231,000   115,500  9,586,500
  189,420  189,420  189,420  189,420  189,420  189,420  189,420  189,420  189,420  189,420    94,710  7,787,010
-----------------------------------------------------------------------------------------------------------------
   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580    20,790  1,799,490







   Oct-01   Nov-01   Dec-01   Jan-02   Feb-02   Mar-02   Apr-02   May-02   Jun-02   Jul-02   Aug-02      TOTAL
----------------------------------------------------------------------------------------------------------------
  231,000  231,000  231,000  231,000  231,000  231,000  231,000  231,000  231,000  231,000  115,500  9,586,500
 -189,420 -189,420 -189,420 -189,420 -189,420 -189,420 -189,420 -189,420 -189,420 -189,420  -94,710 -7,787,010
----------------------------------------------------------------------------------------------------------------
   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580   20,790  1,799,490

        0        0        0        0        0        0        0        0        0        0        0           
   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580   41,580   20,790  1,799,490

   20,790   20,790   20,790   20,790   20,790   20,790   20,790   20,790   20,790   20,790   10,395    645,645
   20,790   20,790   20,790   20,790   20,790   20,790   20,790   20,790   20,790   20,790   10,395    645,645