Amendment No. 5 to OPERATIONS GROUP SUBCONTRACT AGREEMENT

Exhibit 10.13

Amendment No. 5 to

OPERATIONS GROUP

SUBCONTRACT AGREEMENT

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

This Amendment No. 5 to the Operations Group Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Xxxxxxx Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.

1. Replace G.) in Attachment Ito Exhibit C to read

“Car rental shall be invoiced at *****.”

2. All other terms and conditions remain unchanged.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the last date below.

XXXXXXX NETWORKS (G-Net)						ALCATEL USA MARKETING, INC.
(SELLER)
By:		/s/ Xxxx Xxxxxxx				By:		/s/ Xxxxx Xxxxxx
Name:		Xxxx Xxxxxxx				Name:		Xxxxx Xxxxxx
Title:		COO				Title:		Sr. Manager Subcontractor Administration
Date:		08/05/2002				Date:		08/19/2002

Operation Group – Subcontract Agreement

Amendment 5

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

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