Final Version

Submitted: 5/10/02

SUBLEASE

THIS SUBLEASE AGREEMENT made and entered into on this 1st day of July 2002, by and between Westinghouse Air Brake Technologies, Inc. a Delaware corporation ("Sub landlord"), and SiRF Technology, Inc., a Delaware corporation, with its principal office at 148 East Brokaw Road, San Jose, California 95112 ("Subtenant");

WITNESSETH

WHEREAS, Sub landlord leases certain premises located at 5250 N. River Blvd. NE, Cedar Rapids, IA 52411, consisting of 2,260 square feet (the "Exclusive Space") plus 271 square feet of common area (12% of actual space, consisting of the lobby, restrooms, and common aisles and hallways, referred to herein as the "Common Area ") for a total of 2531 square feet (collectively, the Exclusive Space and the Common Area is referred to herein as the "Sublet Premises") from McBride Investments ("Landlord"), under the terms of a Lease Agreement dated December 1998, a copy of which is attached hereto as Exhibit "a" and incorporated herein by this reference. The Sublet Premises are more particularly depicted on Exhibit "A-1" hereto, and are part of a larger premises leased by Sub landlord from Landlord, consisting in the aggregate of approximately 36,568 square feet (the "Premises"); and

WHEREAS, Sub landlord and Subtenant have reached an agreement whereby Subtenant will sublease the Sublet Premises from Sub landlord under the terms of this Sublease as more fully described below;

NOW, THEREFORE, for and in consideration of the mutual promises and undertakings hereinafter set forth, the parties hereto mutually covenant and agree as follows.

1. Sublet Premises. Commencing June 1, 2002 (but subject to Section 2.1 below), Sub landlord hereby leases to Subtenant and Subtenant hereby leases from Sub landlord the Sublet Premises, upon the terms and conditions set forth below.

2. Terms and Conditions of Sublease.

2.1 Section 16 of the Lease provides that Sub landlord may not sublet the Sublet Premises without the prior written consent of Landlord. This Sublease and the obligations of the parties hereto are expressly conditioned upon the receipt of the signed, written consent of Landlord in the form attached hereto as Exhibit "B" (the "Landlord Consent"). Sub landlord shall use reasonable efforts to obtain Landlord's consent, but Sub landlord shall not be liable to Subtenant for any delay in delivering the Sublet Premises to Subtenant as a result of the delay or failure in obtaining such consent. The parties acknowledge that Landlord, by its execution of the Landlord Consent, consents to Sub landlord's subleasing the Sublet Premises to Subtenant pursuant to the terms of the Sublease. The parties further acknowledge that the terms and conditions of the Lease are in no way modified by the execution of this Sublease and Sub landlord shall remain obligated to the Landlord for the performance of all obligations of the "Lessee" under the Lease. In the event of conflict between the Lease and this Sublease, the terms and Lease. In the event of conflict between the Lease and this Sublease, the terms and conditions of the Lease shall at all times govern and control.

2.2 Notwithstanding anything contained in this Sublease to the contrary, this Sublease is in all respects subject to and ‘subordinate to the terms and conditions of the Lease and any subordination or similar agreement executed by Sub landlord in connection with the Lease. In the event of any termination of the Lease for any reason, including without limitation, any termination by Sub landlord arising out of a condemnation of or casualty to any part of the Premises, or a material default by Landlord under the Lease, this Sublease shall automatically terminate and neither party shall have any further liability hereunder except as may be specifically set forth herein. So long as Subtenant is not in default of its obligations under this Sublease beyond any applicable cure period, Sub landlord shall perform all of the obligations of Sub landlord, as "Tenant" under the Lease, as the same pertains to the Sublet Premises, including without limitation pursuant to paragraph 14 of the Lease, and Subtenant hereby grants access to Sub landlord to the Sublet Premises, in accordance with Section 10 of this Sublease, to the extent necessary for Sub landlord to perform such obligations. Sub landlord shall use its reasonable efforts to cause the Landlord to perform its obligations under the Lease but shall not be liable to Subtenant for any failure of Landlord to perform such obligations. Notwithstanding the foregoing or anything to the contrary herein, so long as Subtenant is not in default of its obligations under this Sublease beyond any applicable cure period, Sub landlord agrees not to enter into any agreement with Landlord to terminate the Lease during the term of this Sublease.

2.3 Subtenant shall not commit or permit to be committed any act or omission which shall violate any term or condition of the Lease. Subtenant shall comply with all applicable laws, ordinances, rules and regulations affecting the Sublet Premises.

2.4 Notwithstanding the foregoing or anything to the contrary herein, (a) Subtenant shall have no obligation hereunder to perform Sub landlord's obligations pursuant to paragraphs 2, 4 through 7, 9 and 10 of the Lease, and (b) the provisions of paragraph 35 of the Lease shall have no application to this Sublease.

2.5 Sub landlord hereby represents to Subtenant that (a) no notices of default have been given under the Lease which remain uncured, (b) to the best of Sub landlord's knowledge, Sub landlord is not in default under any of the provisions of the Lease and to the best of Sub landlord's actual knowledge, Landlord is not in default under any of the provisions of the Lease, (c) attached hereto as Exhibit "a" which is a true and complete copy of the Lease.

2.6 Upon payment by Subtenant of the rents herein provided, and upon the observance and performance of all the covenants, terms and conditions on Subtenant's part to be observed and performed, Subtenant shall peaceably, and quietly hold and enjoy the Sublet Premises for the Sublease term without hindrance or interruption by Sub landlord or any other person or persons lawfully or equitably claiming by, through or under Sub landlord, subject, nevertheless, to the terms and conditions of this Sublease, the Lease, and any mortgage and/or deed of trust to which this Sublease is subordinate.

3. Rental. Subtenant shall pay to Sub landlord as rent, without deduction, set off, prior notice or demand, the following monthly installments of Four Thousand Nine Hundred Thirty Dollars Ninety-Seven Cents ($4,930.97), payable on or before the first of each and every month (subject to Section 3.1 below). In the event that the commencement of this Sublease is other than the first day of the month, rent for such partial month shall be prorated based on the number of days in such month that are included in the term of this Sublease. The Sub landlord will leave the network room where it is on the condition that if this space is ever need by Wabtec Railway Electronics, SiRF Technology, Inc. will pay for its movement to an office selected by Wabtec Railway Electronics. (Estimated Cost of $2,500).

3.1 Upon acceptance of this Sublease by Landlord, Subtenant shall pay the first and last months rent in the aggregate amount of Nine Thousand Eight Hundred Sixty One Dollars Ninety-Four Cents ($9,861.94).

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