Integrated Telecom Express Inc/ Ca Sample Contracts

BETWEEN
Asset Purchase Agreement • August 13th, 2002 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • California
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RECITALS
Sublease Agreement • June 26th, 2000 • Integrated Telecom Express Inc/ Ca
FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • June 13th, 2000 • Integrated Telecom Express Inc/ Ca • California
RECITALS
Employment Agreement • August 13th, 2002 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • California
] SHARES
Underwriting Agreement • July 24th, 2000 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • New York
RECITALS
Employment Agreement • August 13th, 2002 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • California
PORTFOLIO CROSS-LICENSE AGREEMENT BETWEEN TEXAS INSTRUMENTS INCORPORATED AND UNITED MICROELECTRONICS CORPORATION TABLE OF CONTENTS
Portfolio Cross-License Agreement • August 17th, 2000 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • New York
INTEGRATED TELECOM EXPRESS, INC. JAMES G. REGEL SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2002 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • California

This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into as of October 4, 2002 (the “Effective Date”) by and between Integrated Telecom Express, Inc. (the “Company”) and James G. Regel (“Executive”), and replaces and supercedes in its entirety the employment agreement entered into between the Company and Executive as of September 24, 2001 (the “Old Employment Agreement”) and the amended and restated employment agreement dated May 16, 2002 (the “First Amended and Restated Employment Agreement”).

BETWEEN
Lease Agreement • November 14th, 2000 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • California
BACKGROUND
Spinoff Agreement • August 17th, 2000 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • New York
Commencement Date Memorandum to that certain Lease between Integrated Telecom Express, Inc. and Granum Holdings, A California Limited Partnership
Commencement Date Memorandum • August 14th, 2001 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus

This Commencement Date Memorandum is entered into to be effective on the 23rd of February, 2001 and is by and between NMSBPCSLDHB, a California Limited Partnership (also known as Granum Holdings), hereinafter referred to as "Landlord" and Integrated Telecom Express, Inc., hereinafter referred to as "Tenant".

AND
Preferred Stock Rights Agreement • April 17th, 2001 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • Delaware
Cooperation Framework Agreement on TCL Network's "Partners World"
Cooperation Framework Agreement • November 13th, 2001 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus

TCL Network Equipment Co., Ltd mainly engages in the development, manufacture and distribution of broadband network platform equipment and broadband access terminal products. It has strong capability for competition and the advantage of brand in aspects of commercializing of new technology, industry and distribution channel.

AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT
Preferred Stock Rights Agreement • November 13th, 2001 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus
SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • August 14th, 2001 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • California

This Settlement Agreement and Release ("Agreement") is made by and between Integrated Telecom Express, Inc. (the "Company"), and Richard H. Forte ("Employee").

LOGO] [GRAPHIC]
Adsl License Agreement • August 17th, 2000 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus
INTEGRATED TELECOM EXPRESS, INC. JAMES G. REGEL EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2001 • Integrated Telecom Express Inc/ Ca • Telephone & telegraph apparatus • California

This Agreement is entered into as of September 24, 2001, (the "Effective Date") by and between Integrated Telecom Express, Inc. (the "Company"), and James G. Regel ("Executive").

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