RESELLER AND

EXHIBIT 10.1

RESELLER

AND

SERVICES AGREEMENT

between

SELLER

and

DIGITAL

EQUIPMENT

CORPORATION(1)

(1) Confidential Treatment has been requested as to certain portions of this
agreement. The term "Confidential Treatment" and the xxxx (*) is used throughout
this agreement in order to indicate that material has been omitted and
separatley filed with the Securities and Exchange Commission.

TABLE OF CONTENTS

Page

1. DEFINITIONS 2

2. TERM AND TERMINATION 7

3. PRODUCT PURCHASING REQUIREMENTS AND PROCEDURES 8

4. PRICING AND PRICE CHANGES 13

5. DELIVERY OF PRODUCTS 15

6. QUALITY, INSPECTION, AND ACCEPTANCE 18

7. PAYMENT 19

8. PRODUCT SERVICES 19

9. DIGITAL PRODUCT BRANDING 22

10. SELLER'S SALE RESTRICTIONS/PARTIES'
SALES COMPENSATION 26

11. DOCUMENTATION 27

12. PROPRIETARY RIGHTS AND LICENSES 27

13. PRODUCT LOANS, BETA SITES, MODELING 29

14. TECHNICAL SUPPORT BY SELLER 29

15. PERSONNEL 30

16. TRAINING 32

17. END OF LIFE 33

18. ENGINEERING AND FIELD CHANGE ORDERS 33

19. SALES AND RELATIONSHIP PLANNING AND ENGAGEMENT 34

20. MARKETING 35

21. WARRANTY 35

22. STOCK ROTATION 37

23. ESCROW DEPOSIT 37

24. SUPPLY BY DIGITAL 38

25. LIMITATION OF LIABILITY AND REMEDIES 38

26. CONFIDENTIAL INFORMATION AND AUDITS 39

27. COMPLIANCE WITH LAWS 41

28. INDEMNIFICATION AND INSURANCE 41

29. NOTICES 43

30. FORCE MAJEURE 44

31. GENERAL 44

RESELLER AND SERVICES AGREEMENT

This Agreement ("Agreement") made and effective as of November
24, 1997 ("Effective Date") between Cabletron Systems, Inc., having a principal
place of business at 00 Xxxxxxxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxxxxx 00000 (together
with all Subsidiaries collectively referred to as "Seller") and DIGITAL
EQUIPMENT CORPORATION, having a principal place of business at 000 Xxxxxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (together with all Subsidiaries collectively
referred to as "Digital").

W I T N E S S E T H:

WHEREAS, Seller is in the business of, among other things,
providing networking technology products to its customers and Digital is in the
business of, among other things, providing systems integration, network
management, technology deployment, and outsourcing services to its clients;

WHEREAS, Seller and Digital are entering into an asset
purchase agreement ("Asset Purchase Agreement") which (i) involves the transfer
of assets associated with its networking product business; and (ii) defines the
roles and responsibilities of the parties hereto, and the requirements of each
in developing, marketing, selling and supporting a set of defined products;

WHEREAS, a condition of the Asset Purchase Agreement is the
execution of certain ancillary agreements including this Agreement;

WHEREAS, Seller wishes to appoint Digital as a reseller of
certain products on certain terms;

WHEREAS, Seller wishes to market and support Digital as its
Strategic Network Services Partner and Digital wishes to market and support
Seller as its Strategic Network Product Partner;

WHEREAS, Seller shall provide certain products and services to
Digital and third parties; and

WHEREAS, the parties wish to describe their respective rights
and obligations herein.

NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants, promises, and undertakings hereinafter set forth, Digital and
Seller hereby agree as follows:

1.. DEFINITIONS

Capitalized terms contained herein but not defined shall
have the meaning set forth in the Asset Purchase Agreement.

1.1. "Authorized Warranty Service Provider" shall mean any Person to which
either party subcontracts some or all of its service obligations.

1.2. "Baseline ESF Percentage" shall mean the percentage of sales of NPB
Products to Shared Resellers during the four (4) quarters prior to the
Closing Date which represents sales by Digital Enterprise Sales Force
(as compared to sales by NPB channel sales personnel to such Shared
Resellers), as mutually agreed between the parties prior to Closing.

1.3. "Business Day" shall mean Monday through Friday, excluding local
holidays.

1.4. "Closing Date" shall mean the closing date as defined in the Asset
Purchase Agreement.

1.5. "Contract Services" shall mean all hardware/Software services that
Digital provides to Customers that are not Warranty Services.

1.6. "Control" and the correlative terms "Controlling," "Controlled By" and
"Under Common Control With" for purposes of this definition means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through
ownership of voting securities or by contract, or otherwise, but only
during the period of such ownership or control.

1.7. "Customers" shall mean purchasers of Products and/or Services.

1.8. "DEC Formative Marks" shall mean the marks set forth on Appendix
2 to Schedule 9.1.1.

1.9. "Demand Forecast" shall mean a written demand forecast produced by
Digital and delivered to Seller that specifies the amount of Products
Digital expects to purchase over at least the succeeding twelve months,
with dollar volumes specified on a monthly basis.

1.10. "Digital-Branded Products" shall mean all NPB Products, all products
set forth on Schedule 9.6, and all other Products to which the parties
agree, to be sold under the Digital Marks.

1.11. "Digital Marks" shall mean the Digital Brand, the DEC Formative Marks,
and the Relationship Logo set forth on Schedule 9.1.1 and all
Appendices thereto, as the same may be amended by Digital from time to
time.

1.12. "Digital Brand" shall mean the Digital logo that is set forth on
Schedule 9.1.1, and any logo that Digital uses to replace that logo.

1.13. "Digital Partner" shall mean any Person selling and/or servicing
Digital-Branded Products, including external Product resellers,
Digital's internal services organization, and Authorized Warranty
Service Providers, in each case to the extent that such person
purchases such Products through Digital or provides such services on
behalf of Digital.

1.14. "Digital Price Book" shall mean Digital's published price list for (i)
Digital-Branded Products and (ii) certain Seller Products to be
included by mutual agreement of the parties.

1.15. "Digital Service Agreement" shall mean agreements between Digital and
Customers for Services.

1.16. "Digital Services Division" shall mean MCS, NSIS, and OMS, or any other
organization(s) within Digital that perform(s) the functions performed
by these divisions as of the Closing Date.

1.17. "Dead on arrival" or "DOA" shall mean that the product does not
function upon initial receipt by a Customer.

1.18. "End of Life" or "EOL" shall have the meaning set forth in Section
17.1.

1.19. "Engineering Change Order" or "ECO" shall mean a manufacturing change
to a Product necessitated by problems or defects in form fit or
function or by product safety concerns.

1.20. "Enterprise Sales Force" shall mean all Digital field sales personnel
that are not NPB channel sales personnel immediately prior to the
Closing Date.

1.21. "Escrow Deposit" shall mean (i) all Software source code for Products
on the Product Road Map or otherwise provided by Seller hereunder
(including from time to time each upgrade, enhancement or other
modification), together with, to the extent in existence, (A) any
pertinent commentary or explanation that may be necessary to render
such source code understandable and usable by a trained
computer-programming expert, (B) such system documentation, statements
of principles of operation and schematics as are necessary or
useful for the effective understanding of such source code, and (C) all
devices, programming or documentation (including compilers,
workbenches, tools and higher-level or proprietary languages) employed

by Seller for the development, maintenance and implementation of such
source code; (ii) all technical specifications for the Products on
the Product Road Map or otherwise provided by Seller hereunder and all
documentation related thereto; and (iii) manufacturing technical
specifications and processes, and all documentation related thereto.

1.22. "First Revenue Ship" or "FRS" shall mean the initial shipment of a New
Product by Seller.

1.23. "First Volume Ship" shall mean the initial shipment of New Products by
Seller in volumes to satisfy Digital's forecasted needs, as set forth
in the Product Road Map.

1.24. "Field Replacement Unit" or "FRU" shall mean a field replaceable unit,
or those parts, options, and/or components that can be used to effect a
fix on a Product.

1.25. "First Year Product Credits" means first year Product Credits as that
term is defined in the Asset Purchase Agreement which may be used by
Digital to purchase from Seller, at prices set forth herein,
Digital-Branded Products that are ordered under this Agreement during
the period beginning on the Closing Date and ending on the first
anniversary of the Closing Date (the "First Year") for requesting
delivery at any time until thirty days
after the end of the First Year.

1.26. "Full Revenue Quota Credit" shall mean the lesser of (i) a one hundred
percent (100%) sales quota credit or (ii) the best equivalent sales
quota credit generally provided by Digital for other Digital products.

1.27. "Gold Key Program" shall have the meaning set forth in Section 8.3.

1.28. "including" shall mean including but not limited to.

1.29. "Intellectual Property Rights" shall mean all copyrights, trademarks,
servicemarks, trade secrets, patents and other intellectual property
rights wherever in the world enjoyable.

1.30. "MDF" shall mean marketing development funds.

1.31. "Minimum Product Volumes" shall have the meaning set forth in Section
3.2.

1.32. "Multivendor Customer Services" or "MCS" shall mean Warranty Services
and Contract Services.

1.33. "New Products" shall mean future Products to be included in the terms
of this Agreement by the mutual agreement of Digital and Seller,
pursuant to the Product Road Map. New Products shall be classified as
Digital-Branded Products or Seller Products.

1.34. "NSIS" shall mean Digital's Network Systems Integration Services.

1.35. "NPB Products" shall mean the products that are part of Digital's
Network Product Business that have achieved FRS as of the Closing Date
and will be transferred by Digital to Seller under the Asset Purchase
Agreement.

1.36. "OEM" shall mean original equipment manufacturer.

1.37. "OMS" shall mean Operations Management Services

1.38. "One Tier Reseller" means a reseller that buys Product directly from a
manufacturer for resale directly to an end user.

1.39. "Person" for these purposes means any individual, partnership, firm,
association, trust, estate, corporation or any other legal or business
entity.

1.40. "Product Information" shall mean descriptions of documentation,
technical tips, Software support tools, publications, technical
newsletters, training materials and all other information in any media
which Digital may reasonably require in order to sell, support and
maintain the Products and/or deliver Services to Customers.

1.41. "Product Road Map" shall mean the standards, specifications and other
terms regarding the Products set forth on Schedule 3.1, as amended from
time to time pursuant to the procedures expressly set forth in this
Agreement.

1.42 "Product Credits" shall mean Product Credits to be used by Digital for
the purchase of Digital-Branded Products, as further set forth in the
Asset Purchase Agreement.

1.43. "Products" shall mean, collectively, NPB Products, Digital-Branded
Products, Seller Products, and all Spare Parts and Field Replacement
Units related to the foregoing.

1.44. "Relationship Logo" shall mean the Digital logo set forth on Appendix 1
to Schedule 9.1.1, encircled by a relationship designation, as set
forth in Appendix 7 to Schedule 9.1.1.

1.45. "Required Lead Time" shall mean the Seller's published lead times.

1.46 "Resale Products" shall mean Products purchased by Digital for resale
or redistribution to third parties.

1.47 "RFP" shall mean a Request for Proposal.

1.48. "Rotate" shall mean to return a Product to Seller for either (i)
replacement of a more current revision level of the same Product; or
(ii) replacement with a different Product.

1.49. "SCI" shall mean SCI Technology, Inc.

1.50. "Second Year Product Credits" means second year Product Credits as that
term is defined in the Asset Purchase Agreement which may be used by
Seller to purchase from Buyer, at prices set forth in this Agreement,
Digital-Branded Products that are ordered during the period beginning
on the first anniversary of the Closing Date and ending on the second
anniversary of the Closing Date (the "Second Year") requesting delivery
at any time until thirty days after the Second Year.

1.51. "Seller Marks" shall mean the trademarks, service marks, logos and
designs of Seller.

1.52. "Seller Products" shall mean all non-Digital-Branded Products offered
by Seller under the Seller Marks.

1.53. "Seller Selling Partner" shall mean any Person selling Digital-Branded
Products, at any level, under a contract with, or authorization from,
Seller.

1.54. "Seller Tradename" shall have the meaning set forth in Section 9.9.

1.55. "Services" shall mean all services and support provided by Digital or
Digital Partners to its Customers.

1.56 "Shared Resellers" shall mean those resellers listed on Schedule 1.56.

1.57. "Software" shall mean all computer program, databases and firmware, (i)
embedded in the Products or (ii) sold on a stand-alone basis as
Products, and all user documentation and technical specifications
associated therewith.

1.58. "Spare Parts" shall mean all new or like-new spares or spare parts used
to effect a fix on a Product.

1.59. "Subsidiary" as used with reference to any Person means any Person
controlling, controlled by, or under common Control with such Person.

1.60. "Term" shall have the meaning set forth in Section 2.1.

1.61. "Two Tier Reseller" means a reseller that buys Product directly from a
manufacturer for resale directly to a reseller, who in turn will resell
directly to an end user.

1.62. "Unique Materials" shall mean all materials or components ordered by
Seller for use in Digital-Branded Products, and for which Seller has no
alternate use.

1.63. "Warranty" shall mean a standard Product warranty provided to a
Customer in accordance with the specifications for such Product.

1.64 "Warranty Services" shall mean those services provided by Digital or
Digital Partners to a Customer in connection with a Warranty.

1.65. "Year 2000 Compliant" shall mean that all computer hardware, software,
and microcode has user interfaces, date data fields, processing logic,
and output that correctly recognize, process, reflect and otherwise
support date data for all dates, including dates occurring after
December 31, 1999.

2.. TERM AND TERMINATION

2.1. This Agreement shall extend for an initial term beginning on the
Closing Date and ending on June 30, 2001, unless terminated sooner
pursuant to judicial or similar order (the "Term").

2.2. Upon termination of this Agreement, (A) subject to Section 17.1,
Seller's obligation to manufacture Product necessary for Digital to (i)
purchase Spare Parts; (ii) meet any outstanding contractual obligations
to its Customers, including with respect to Warranty Services and
Contract Services, and/or (iii) to conclude any Digital or Digital
Partners' sales opportunities, shall survive termination for six months
and (B) Digital will continue to receive the technical support and
related services set forth in Section 14.

2.3. In addition to those Sections that survive termination pursuant to
Section 2.2, the following Sections of this Agreement shall also
survive termination: Definitions, Section 10.6, Technical Support by
Seller, Section 17.1, Limitation of Liability; Audits and Confidential
Information; Compliance With Laws; Indemnification and Insurance;
General and all related schedules.

2.4. Upon termination of the Agreement, other than pursuant to judicial or
similar order because of breach of this Agreement by Seller, if Seller
has finished inventory of Digital-Branded Products, Seller shall offer
Digital a right of first offer which offer shall remain open for thirty
(30) days to purchase all such Digital-Branded Products at the prices
Digital was paying immediately prior to termination. In the event
Digital does not exercise this right, Seller may sell-off such Products
for an additional sixty (60) days after Digital notifies Seller it will
not exercise this right. At the conclusion of such sixty (60) day

period, Seller must either remove the Digital Marks from all such
Products or destroy such Products and provide Digital with written
certification of such removal or destruction. The license to Digital
Marks granted hereunder shall survive for such sell-off period solely
to the extent necessary for Seller to exercise its rights under this
Section 2.4.

3.. PRODUCT PURCHASING REQUIREMENTS AND PROCEDURES

3.1. Attached hereto as Schedule 3.1 is the Product Road Map for the first
twelve (12) months of this Agreement. Schedule 3.1 also sets forth (i)
the procedures for creating a new Product Road Map quarterly, or more
frequently, if agreed between the parties, and (ii) escalation
procedures in the event of a disagreement between the parties.

3.1.1. Seller is contractually committed to comply with the Product
Road Map [*] covered by the then current Product Road Map,
subject to changes approved by both parties.

3.1.2. If Seller notifies Digital through the Product Road Map
process that it proposes to cease production of any Product
that has achieved First Volume Ship, and Digital has
delivered or delivers to Seller within one month of receipt
of such notice a Demand Forecast that contains a forecast of
sales by Digital for such Product in excess of ten ($10)
million for the twelve (12) months following such notice
(and the forecast amount is reasonably consistent with prior
Demand Forecasts given then current marketplace conditions),
then Seller shall produce at least the Demand Forecast
amount of such Product and Digital shall be bound, under the
terms of this Agreement, to purchase such amount.

3.1.3. If Digital has proposed adding a New Product to the Product
Road Map for introduction at least nine months following the
date of such proposal and: (i) production by Seller of the
Product is technologically feasible; and (ii) Digital has
presented Seller with a forecast that shows sales of such
New Product comprising thirty-five ($35) million or more of
Digital's total forecast sales for the twelve (12) months
following the proposed introduction of such New Product,
then, at Seller's option: (x) Seller may agree to make
the New Product and Digital shall have a contractual
commitment to purchase at least the amount forecast at
agreed upon OEM pricing, or (y) if Seller declines
to produce the New Product, Digital's corresponding Minimum
Product Volumes shall be reduced by fifty cents ($.50) for
each forecast dollar. If the parties disagree on whether
the introduction of a New Product is technologically
feasible, such disagreement shall be submitted for
escalation treatment as set forth in the Product Road Map.
A proposal under this provision must identify the form, fit,

*Confidential Treatment

functionality and performance of the New Product with
sufficient specificity to allow Seller to assess the
technological feasibility and manufacturability of the New
Product. OEM pricing means, except as otherwise agreed, an
industry standard OEM discount accounting for relevant
volumes purchased.

3.2. Subject to Seller's compliance with its contractual obligations under
this Agreement respecting the then current Product Road Map, and the
terms and conditions of this Agreement including Section 3.4, Digital
shall purchase the following minimum volumes of Products ("Minimum
Product Volumes") during the following Term years:

---------------------------------------- ------------------------------------- -------------------------------------
YEAR PURCHASES PURCHASES FOR
FOR RESALE SPARE PARTS AND
AND INTERNAL USE
---------------------------------------- ------------------------------------- -------------------------------------
Digital Fiscal Year 98 [*] [*]
---------------------------------------- ------------------------------------- -------------------------------------
Digital Fiscal Year 99 [*] [*]
---------------------------------------- ------------------------------------- -------------------------------------
Digital Fiscal Year 00 [*] [*]
---------------------------------------- ------------------------------------- -------------------------------------
Digital Fiscal Year 01 [*] [*]
---------------------------------------- ------------------------------------- -------------------------------------

3.2.1. For purposes of calculating the Minimum Product Volumes,
Digital Fiscal Year 98 shall commence on January 1, 1998 and
end on June 30, 1998. Digital Fiscal Year 99 shall commence
on July 1, 1998, and terminate on June 30, 1999. Digital
Fiscal Year 00 shall commence on July 1, 1999 and terminate
on June 30, 2000. Digital Fiscal Year 01 shall commence on
July 1, 2000 and terminate on June 30, 2001.
Notwithstanding the foregoing, if Digital Fiscal Year 98 is
decreased by one or two months, then Digital's Minimum
Product Volume for Fiscal Year 98 shall be decreased and
Digital's Minimum Product Volume for Fiscal Year 01 shall be
increased by [*] for decreases of one month, and
[*] for decreases of two months. If Digital's
Fiscal year 98 is decreased by more than two months, the
parties shall meet to determine the allocation of Digital's
Minimum Product Volumes.

3.2.2. The volume of dollar purchases by Digital shall be
determined based on the purchase price after any discounts
are applied. Purchases for Spare Parts and internal use in
excess of the amounts set forth above shall be applied
against the Minimum Product Volume purchases for resale
requirements.

3.2.3. Purchases by Digital from Seller of Products and any other
products and/or services shall be applied towards the
Minimum Product Volumes.

*Confidential Treatment

3.3. As set forth in, and subject to, the Asset Purchase Agreement, Digital
has First Year Product Credits in an amount set forth in the Asset
Purchase Agreement, and Second Year Product Credits of $125 million.

3.3.1 Digital may apply its Product Credits to Digital-Branded
Product purchases in its sole discretion, provided that:

(i) in the event that Digital fails to meet its Minimum
Product Volume commitment in Fiscal Year 98: (x) Second Year
Product Credits shall be reduced by sixty percent (60%) of
the amount of the Fiscal Year 98 shortfall; (y) Digital may
not apply any First Year Product Credits in Fiscal Year 99
until a volume of Digital-Branded Products equal to the
Fiscal Year 98 shortfall is purchased other than in Product
Credits, at those prices set forth in Section 4; and (z)
Digital may not apply any Second Year Product Credits to
purchases in Fiscal Year 99 until a volume of
Digital-Branded Products equal to sixty percent (60%) of the
Fiscal Year 98 shortfall is purchased in Year Two (as
defined in the Asset Purchase Agreement) other than in
Product Credits, at those prices set forth in Section 4; and

(ii) in the event that Digital fails to meet its Minimum
Product Volume commitment in Fiscal Year 99: (x) any
remaining Second Year Product Credits shall be reduced by
sixty percent (60%) of the amount of the Fiscal Year 99
shortfall; and (y) Digital may not apply any remaining
Second Year Product Credits to purchases in Fiscal Year 00
until a volume of Digital-Branded Products equal to the
shortfall is purchased other than in Product Credits, at
those prices set forth in Section 4.

3.3.2. In the event that Minimum Product Volumes for the aggregate
of Fiscal Year 98 and Fiscal Year 99 (pro-rated to a six (6)
month period) are reduced to a level below the amount of
First Year Product Credits pursuant to Section 3.4, then
Digital shall receive a dollar-for-dollar carryover of
unused First Year Product Credits to Second Year Product
Credits.

3.4.4 The Minimum Product Volumes will be subject to the following:

3.4.1. Other than for delays caused directly by Digital, or by SCI
for one hundred and twenty (120) days following the Closing
Date, if Digital issues a valid Purchase Order for a Product
on the Product Road Map that is accepted by Seller and [ * ]
after the scheduled delivery date, the parties shall
escalate the problem to the parties' respective Relationship
Managers, or their respective designee, who will either (i)
create a recovery plan for expeditious shipment of the
Product; or (ii) agree on an alternative Product to be
offered by Seller, provided that the final determination as
to whether

*Confidential Treatment

Digital shall accept such alternative Product shall be in the sole discretion of
Digital. In the event that Seller fails to provide an adequate shipment remedy
or a substitute that is acceptable to Digital [ * ].

3.5. Digital shall authorize purchase of Products by issuing written (which
includes electronic data interchange and facsimile) or telephonic
orders on its then current purchase order form and any documents
incorporated therein by reference ("Purchase Order"). The terms of
this Agreement shall supersede the pre-printed terms and conditions of
any Purchase Order. All terms and conditions not specifically set
forth in this Agreement but appearing on the face of the Purchase Order
shall apply to such transactions as if set forth in this Agreement.
In the event of a conflict between this Agreement and any term or
condition in any Purchase Order, this Agreement shall govern. No terms
appearing on the face of a Purchase Order, other than with respect to
time of delivery, mode of transportation, special discounts, and
similar commercial terms acknowledged in writing by the Seller, shall
be deemed to amend, modify or limit the application of any express term
of this Agreement. Digital shall use its reasonable commercial efforts
to send confirming written Purchase Orders within two (2) weeks after
issuing any telephonic Purchase Orders.

3.6. Seller may not unreasonably reject a Purchase Order that is consistent
with the terms of this Agreement. Seller shall promptly acknowledge all
Purchase Orders, but in no event may Seller reject a Purchase Order
later than seven (7) days after receipt of a Purchase Order. Acceptance
by Seller is limited to Digital's offer as contained in this Agreement
and the Purchase Order. Unless otherwise agreed between the parties, no
additional or different provisions proposed by either party shall
apply. In addition, the parties agree that this Agreement and any
issued Purchase Orders constitute a Contract for the Sale of Goods and
satisfy all statutory and legal formalities of a contract.

3.7. Commencing twelve (12) months after the Effective Date, Seller shall be
required to meet the Required Lead Time with respect to [ * ]

*Confidential Treatment

[ * ] during each quarter throughout the term of this Agreement.

3.7.1 In the event that Seller fails to meet the foregoing
requirement, and does not meet that requirement during the
following quarter, [ * ].

3.8. Commencing twelve (12) months after the Effective Date, Seller shall
use all reasonable efforts to deliver Products by the originally
scheduled ship date specified by Seller with respect to [ * ].

3.8.1. In the event that Seller fails to deliver Products by the
originally scheduled ship date specified by Seller with
respect to [ * ].

3.9. The provisions of Sections 3.7 and 3.8 shall not apply to (i) Products
on allocation, and (ii) New Products for the first ninety (90) days
after introduction.

3.10. Promptly after the first anniversary of the Closing Date, the parties
shall calculate the percentage of sales of Digital-Branded Products by
Digital (as compared to Seller) to Shared Resellers (based on invoice
net of return totals) during the first year after the Closing Date (the
"Future ESF Percentage"). The parties shall adjust Digital's Minimum
Product Volume purchase commitments for Fiscal Year '99 by the
following formula:

(Baseline ESF Percentage minus Future ESF Percentage)
multiplied by (the combined sales by Digital Enterprise
Sales Force and Seller of Digital-Branded Products to Shared
Resellers in Fiscal Year 99), provided that in no event
shall the adjustment to Digital's Minimum Product Volumes
(up or down) pursuant to Section 3.10 exceed $7.5 million.

*Confidential Treatment

4.. PRICING AND PRICE CHANGES

4.1. The price to Digital of all NPB Products that are Resale Products shall
be the lesser of (i) Digital's List Price less Digital's current
discounts; and (ii) Seller's best comparable reseller channel pricing.

4.2. The price for all Resale Products other than NPB Products shall be
Seller's Platinum Plus pricing (which is currently Seller's best
comparable reseller channel pricing program). If the Platinum Plus
program is changed, eliminated or superseded, Digital will receive
Seller's best comparable reseller channel pricing program.

4.3. The price of Products used for demonstrations and as lab equipment,
Products purchased for internal use and not for Spare Parts by Digital,
and Customer loan equipment [ * ]. Unless otherwise agreed between the
parties, no MDF or incentive programs shall apply to such purchases.

4.4. The price of Spare Parts used for the provision of Contract Services of
NPB Products shall be [ * ] from the pricing set forth in Sections 4.1
and 4.2. Refurbished Spare Parts may be substituted when Digital is
providing maintenance service but not in connection with any warranty.
Unless otherwise agreed between the parties, no MDF or incentive
programs shall apply to such purchases. The price for repair services
for NPB Product Spare Parts provided in connection with Digital's
provision of Contract Services of NPB Products shall be [ * ].

4.5. In the event that Digital purchases Products in excess of the Minimum
Product Volumes in any given Fiscal Year, it shall be [ * ].

4.6. Seller shall provide Digital written notice of any change in Seller's
pricing that applies to Digital [ * ]. If Seller fails to give Digital
such prior notice:

*Confidential Treatment

4.6.1. [ * ]

4.6.2. [ * ]

4.7. Seller's prices shall include all charges such as packaging, packing,
customs duties imposed before passage of title, and all taxes except
sales, use and other such taxes imposed upon the sale or transfer of
Product for which Digital is solely responsible under applicable law
and for which Digital is properly invoiced by Seller. If Product or
Spare Parts is supplied without normal packaging or packing, Seller
will pass on to Digital its resultant cost savings in connection
therewith.

4.8. Notwithstanding anything else in this Agreement, Seller shall provide
reasonable consideration, on an opportunity basis, to any special
pricing and/or discount terms and conditions which may be requested by
Digital for a specific contract opportunity. Such requests shall be
made by Digital to the local Seller sales and/or channels manager for
review. Seller shall respond to Digital's request within forty-eight
(48) hours from the date of the request, unless otherwise agreed to by
the parties.

4.9. Digital shall accrue [ * ] in applicable categories per quarter which
can be utilized for a variety of Seller product related business and
marketing activities, as specified and approved by Seller, such as
training, advertising, trade shows, presentation materials, seminars,
special events and promotional materials. MDF funds may not be used for
travel or lodging costs, provided that the use of MDF Funds in
connection with training need not be approved by Seller.

4.10. Unless approved by Seller, MDF funds: (i) may not be applied against
future Product purchases; and (ii) may not be used to satisfy any
outstanding balance owed to Seller.

4.11. Digital shall submit invoices and proof of items purchased to Seller
prior to the disbursement of MDF. Seller shall reimburse Digital within
sixty (60) days from date of Seller approval of the invoice, or in the
case of Seller charges, deduct directly from the MDF account.

4.12. With the prior approval of Seller, MDF may be utilized in advance based
on projected purchase levels in subsequent quarters.

4.13. In the event this Agreement terminates, other than pursuant to judicial
or similar order because of breach of the Agreement by Seller, only MDF
requests submitted and approved prior to termination shall be
reconciled. MDF requests submitted subsequent to

*Confidential Treatment

such termination will not be accepted, and all remaining MDF will be forfeited.
All advanced MDF owed to Seller are payable at final settlement.

5.. DELIVERY OF PRODUCTS

5.1. All Products shall be deemed to have been purchased on their originally
scheduled ship date (i) for purposes of the application of such
purchases towards the satisfaction of the Minimum Product Volumes and
application of the Product Credits and (ii) to determine Seller's
compliance with Sections 3.6 and 3.7.

5.2. Digital Purchase Orders upon acceptance by Seller shall state Seller's
committed delivery dates for each Product. The minimum period between
Digital's issuance of a Purchase Order and the committed delivery date
shall be the Required Leadtime. At the request of Digital, Seller shall
use reasonable efforts to expedite a shipping date.

5.3. Except as otherwise provided in this Agreement, all deliveries shall be
FOB Origin. Digital shall select the carrier and shall pay
transportation charges on a "freight collect" basis. Digital may
require that Products be shipped by Seller to various destinations
including directly to a Customer. The Purchase Order will clearly
specify the "Ship To" location for each order placed with Seller.

5.4. If Seller has more than one geographic location which could supply
Resale Product, Seller shall use reasonable efforts to make such
Product available to Digital from Seller's closest location to
Digital's "Ship To" location.

5.5. If Seller delivers a Product more than [*] of the schedule delivery
date, Digital may (i) return such Product, at Seller's expense, for
subsequent delivery on the scheduled delivery date (provided, that
in the case of Products shipped outstide the United States, this
clause shall apply only for Products delivered [*] of the scheduled
delivery date); or (ii) retain such Product and postpone payment until
it would have been due if Seller had delivered such Product on
schedule. Without limiting any of Digital's rights and remedies in
equity or at law, if Seller has failed to deliver any Product by the
scheduled delivery date, such Product shall be considered "late" and
Digital may require that Seller ship that Product via premium means
(e.g., guaranteed overnight delivery) at Seller's expense, or may
cancel the order for such Product, without cost or liability to
Digital.

5.6. In the event of a Product or a Product component shortage, Seller shall
fill orders placed by Digital to satisfy Digital end user Customer
requirements on a pro rata basis with other

*Confidential Treatment

purchasers (based upon the average purchased volumes subject to such shortage
for the prior three months).

5.7. Seller shall deliver the exact quantity of Product scheduled for
delivery pursuant to Purchase Orders. If Seller delivers less than the
scheduled volume, Seller shall correct the shortage within two (2)
Business Days. If Seller fails to corrct such shortage within this
period, without limiting any of Digital's rights and remedies under
this Agreement. Digital may cancel the pertinent portion of the
Purchase Order without cost or liability.

5.8. If Digital's Purchase Order specifies export after passage of title,
Seller shall furnish Digital with all necessary export/import
documentation at Seller's expense. Export/import documentation shall be
in accordance with the INCOTERMS then in force.

5.9. Digital may cancel and/or reschedule delivery of individual Purchase
Orders, or portions thereof, in accordance with the Schedules described
below. Oral directions to reschedule deliveries shall be permitted and
shall be confirmed in writing by Digital within two (2) weeks following
such oral directions. Digital shall be assessed a cancellation fee as
follows:

The following cancellation terms shall apply to (i) all NPB Products together
with upgrades and revisions thereto which conform to such Products in form, fit
and function, and (2) all Products on the Product Road Map that are unique to
Digital's requirements in form, fit and function, and have no Seller-branded
equivalent:

---------------------------------------- ---------------------------------------
DAYS BEFORE RESULT OF
SCHEDULED DELIVERY CANCELLATION
---------------------------------------- ---------------------------------------
[ * ] [ * ]
---------------------------------------- ---------------------------------------
[ * ] [ * ]
---------------------------------------- ---------------------------------------
[ * ] [ * ]
---------------------------------------- ---------------------------------------
[ * ] [ * ]
---------------------------------------- ---------------------------------------

*Confidential Treatment

Seller shall provide reasonable consideration, on an opportunity basis, to any
special cancellation terms which may be requested by Digital Services Division
for specific contract opportunities. Such requests shall be made by Digital to
Seller's local sales and/or channels manager for review. Seller shall respond to
Digital's request within 48 hours from the date of the request, unless otherwise
agreed to by the parties.

The following cancellation terms shall apply to all other Products:

5.10. Digital may reschedule any Purchase Order(s), or portions of any
Purchase Order(s) pursuant to the following guidelines:

------------------------------ ---------------------------- --------------------------- ----------------------------
Days in advance of Seller Amount of order that can Number of times Number of days
committed delivery date: be rescheduled: order can be that order can be
rescheduled: rescheduled for:
------------------------------ ---------------------------- --------------------------- ----------------------------
[ * ] [ * ] [ * ] [ * ]
------------------------------ ---------------------------- --------------------------- ----------------------------
[ * ] [ * ] [ * ] [ * ]
------------------------------ ---------------------------- --------------------------- ----------------------------
[ * ] [ * ] [ * ] [ * ]
------------------------------ ---------------------------- --------------------------- ----------------------------
[ * ] [ * ] [ * ] [ * ]
------------------------------ ---------------------------- --------------------------- ----------------------------
[ * ] [ * ] [ * ] [ * ]
------------------------------ ---------------------------- --------------------------- ----------------------------

5.11 Digital shall provide rolling twelve (12) month Demand Forecasts of its
intended purchases from Seller for Resale Products. Seller shall
provide quarterly forecasts of its Product availability to Digital, and
shall cooperate with Digital in dealing with any forecasted shortfall
on a timely basis. The parties acknowledge that all forecasts shall be
non-binding, provided that the forecast for the [*] immediately
following the date of submission of the forecast for NPB Products
shall constitute a binding commitment ("Binding Forecast") by
Digital to purchase the forecasted amounts, subject to Sections 5.10
and 5.11.

*Confidential Treatment

5.11.1 Digital's Binding Forecast shall be binding both with
respect to the total dollar volume and Product mix contained
in such Binding Forecast, provided that Digital may change
the Product mix with respect to twenty five percent (25%) of
the total dollar value of the Binding Forecast.

5.11.2 In the event that Seller accepts a Purchase Order for
Products that are included in the Binding Forecast and fails
to deliver such Product(s) within thirty (30) days from the
scheduled delivery date, Digital shall be released from the
Binding Forecast for the forecasted value of the late or
non-delivered Product, and Digital shall have no obligation
to replace such Products with other Products.

5.12. Digital's Demand Forecast is expected to be at least eighty-five
percent (85%) of its Minimum Product Volume commitment for the same
corresponding period. In the event that Digital's Demand Forecast is
ever less than eighty-five percent (85%), the parties shall meet
promptly to establish a remedial plan.

5.13. A copy of Seller's packing list shall accompany all Product shipments
and shall indicate Digital's Purchase Order Number, Part Number, and
Serial Number.

6.. QUALITY, INSPECTION, AND ACCEPTANCE

6.1. Prior to delivery, Seller shall insure that all Products conform to the
guidelines set forth on Schedule 6.1.

6.2. Digital may perform source inspection and quality assurance reviews in
accordance with the Quality Assurance Guidelines contained in Schedule
6.1, but this shall in no way relieve Seller of its obligation to
deliver conforming Product, nor does said right of inspection waive (i)
any of Seller's obligations hereunder; (ii) the rights of Digital to
inspect the Products upon delivery; or (iii) the specific Product
Warranty provisions. Seller shall assist Digital, at Digital's request,
in performing such inspection and reviews.

6.3. Seller shall have fourteen (14) days from the date of notification by
Digital of a deviation from the Quality Assurance Guidelines to cure
such deviation. In the event such deviation is not cured within
fourteen (14) days, Digital, at its option, may:

6.3.1 require that Seller cease all further sales and shipment of the
non-conforming Products until such non-conformance is cured; or

6.3.2 immediately terminate Seller's right to continue to use the
Digital Marks on said Products.

6.4. All Products repaired by Seller pursuant to the Warranty Services or
otherwise at the request of Digital, shall be subject to the Product
standards, including the Quality Assurance Guidelines and acceptance
standards, set forth in Schedule 6.1 and in the Product Road Map.

7.. PAYMENT

7.1. Digital shall issue payment to Seller for conforming Products that have
been received thirty (30) calendar days after the date of receipt of a
valid invoice. Digital shall be offered all early payment programs
offered by Seller.

7.2. Digital may apply Product Credits to invoiced payments as set forth in
Section 3.

7.3. Amounts owed to Digital due to rejections of Products, or discrepancies
on paid invoices will be, at Digital's option, fully credited against
current or future invoices payable by Digital. Such netting should be
fully reconciled with the Seller on a monthly basis.

7.4. Seller shall pay Digital [ * ]. The foregoing takes into account the
fact that Digital will provide as part of the Warranty Services (i)
call handling, (ii) purchasing, stocking and storage of Spare Parts and
replacement whole units, and (iii) logistics and revision management,
and will not be providing repair services.

7.5. Digital shall invoice Seller for its provision of Warranty Services
every thirty (30) days. All invoiced payments shall be due fifteen days
after the date of receipt of an undisputed invoice.

8.. PRODUCT SERVICES

8.1. NPB Products and Digital-Branded Products shall be serviced as follows:

8.1.1. Warranty Services. [*] for all NPB Products and
Digital-Branded Products

*Confidential Treatment

worldwide, except in the territories set forth on Schedule 8.1.1. Digital may
provide such Warranty Services directly to Customers or through its Authorized
Warranty Service Providers.

8.1.2 Contract Services. Seller shall promote Digital as Seller's
Strategic Network Services Partner for Contract Services.
This shall include, at a minimum, informing any Customer
seeking such Services that Digital is Seller's Strategic
Network Services Partner; providing such Customer with any
contact information provided by Digital to Seller for such
purposes; and complying with the requirements of Sections 19
and 20 herein. At Digital's option, it may offer such
Contract Services directly to Customers or through its
Authorized Warranty Service Providers.

8.2. Seller Products shall be serviced as follows:

8.2.1. Warranty Services. Seller hereby appoints Digital as the
exclusive Warranty Services provider for all Seller Products
in the territories set forth in Schedule 8.2.1, as the same
may be amended from time to time by the parties. Digital may
provide such Warranty Services directly to Customers or
through its Authorized Warranty Service Providers.

8.2.2 Contract Service. Seller shall promote Digital as Seller's
Strategic Network Services Partner for Contract Services in
the territories set forth in Schedule 8.2.1, as the same may
be amended from time to time by the parties. This shall
include, at a minimum, informing any Customer seeking such
Services that Digital is Seller's Strategic Network Services
Partner; providing such Customer with any contact
information provided by Digital to Seller for such purposes;
and complying with the requirements of Sections 19 and 20
herein. At Digital's option, Digital may offer such
Contract Services directly to customers or through its
Authorized Warranty Service Providers.

8.3. Pursuant to authorization from Digital, Seller and Seller Selling
Partners may offer for sale Contract Services during the term of the
Agreement in accordance with the terms and conditions of the Digital
Gold Key Program attached hereto as Schedule 8.3 ("Gold Key Program").
Seller and Seller Selling Partners must be granted authorization by
Digital prior to offering such Contract Services. Pricing, discounts
and compensation shall be determined based on the Gold Key Program
arrangement with the respective selling party. Except as provided in
the Gold Key Program terms and conditions, Digital will provide no
other form of fee or compensation for service sales during the term of
the Agreement. Seller Selling Partners that have been granted
authorization by Digital prior to execution of the Agreement
shall not require additional authorization by Digital, provided that
such Seller Selling Partners maintain conformance to the Gold Key
Program requirements as set forth in the attached Schedule.

8.4. Nothing contained herein shall prevent Digital from marketing or
promoting its Services directly or indirectly to Customers, or offering
Customers a Services Agreement independent of Seller.

8.5. Digital may freely subcontract all of its Services obligations.

8.6. In the event that, at any point during the term of this Agreement,
Digital is engaged to provide Contract Services to a Seller customer
for whom Seller itself, (not through a subcontractor) is providing
service on the Closing Date, then [ * ].

8.7. In the event that, at any time following the Closing Date, Seller
decides to subcontract its obligations under any contract for the
servicing of Seller Products (either in connection with a new service
agreement entered into by Seller or in connection with the renewal of
an existing service subcontracting agreement between Seller and a third
party), Seller shall [ * ].

8.8. Seller acknowledges that Digital's worldwide implementation of the
Services contemplated by this Agreement will likely be accomplished in
a phased approach. Seller also acknowledges that Digital's ability
and commitment to perform such Services is greatly dependent on
Seller's delivery to Digital of all necessary training, tools,
diagnostics, information and support ("Readiness Requirements") in a
timely and efficient manner. As such, Seller will work with Digital to
establish a Service Readiness Plan, (the "Plan"). The Plan shall be
incorporated by reference into this Agreement, and shall establish
detailed operational instructions concerning how to invoke the service
relationship created by this Agreement. The parties agree to assign
the necessary resources to begin the development of the Plan
immediately upon execution of this Agreement. Specifics to be
included in the Plan shall be: (i) Seller's deliverables respecting
Digital's implementation of Warranty Services and Contract Services;
(ii) logistics planning and disposition requirements; (iii) training
and information/documentation deliverables for all NPB Products,
Digital-Branded Products and Seller Products; (iv) Digital staffing
and training requirements to satisfy mutually acceptable certification
levels; (v) field deployment (persons/equipment); (vi) communications
and infrastructure requirements; (vii) problem tracking and
reporting requirements; and (viii) sales forecasting details
(types/frequency) by region/territory. Readiness Requirements for New
Products shall be added to the Plan by amendment.

*Confidential Treatment

8.9. Digital shall provide Warranty Services during its normal business
hours, Monday through Friday, 8 a.m. to 5 p.m. local time, excluding
locally observed holidays.

8.10. Seller will provide the warranty registration cards with the
Digital-Branded Products. All warranty registration cards shall contain
the warranty information described on Schedule 8.10.

8.11. Seller will provide Digital with whole units, [ * ], for Digital's use
in planning and determining backup support when New Products are
introduced. Such units will be shipped to Digital at least two (2)
weeks prior to the commencement of any New Product sales to Customers.
The units shall be limited to internal support use and training and may
not be resold by Digital to Customers. Digital may disassemble such
whole units for support when New Products are introduced. Upon FRS,
Digital shall either return any New Products provided hereunder or
purchase the New Products at Digital's Spare Parts price.

8.12. Seller will establish a Priority/Urgent Order support process to
support Digital Warranty Services and Contract Services on an on-going
basis.

8.13. Seller will package Spare Parts consistent with MCS' current packaging
requirements, a copy of which is attached hereto as Schedule 6.1.

8.14. If material shortages arise due to Seller parts sourcing or Digital
support parts consumption which impact Seller's ability to manufacture
Products or Digital's ability to provide Services under the terms of
this Agreement, then Seller and Digital shall meet within two (2)
Business Days to develop parts shortage resolutions which will ensure
the uninterrupted flow of Products and Services.

9.. DIGITAL PRODUCT BRANDING

9.1. Digital hereby grants to Seller, during the Term, a limited,
non-exclusive, worldwide nontransferrable license, without the right to
grant sublicenses, to use the Digital Marks solely in accordance with
this Agreement and the Product Road Map. The license granted to Seller
shall terminate upon termination of this Agreement, and upon
termination, Seller shall immediately cease all use of the Digital
Marks subject to the provisions of Section 2.4 hereof. Seller may not
assign the license granted in this Section 9.1 without the prior
written consent of Digital.

9.1.1. Digital may terminate this license with respect to an
individual Product if Seller neglects or fails to perform or
observe any of the obligations set forth on

*Confidential Treatment

Schedule 9.1.1 with respect to such individual Product that Digital determines,
in its sole discretion, causes a material adverse effect on Digital's trademark
rights, and such condition is not remedied within thirty (30) days after written
notice of such neglect or failure; or if Seller enters bankruptcy proceedings,
becomes insolvent, makes an assignment for the benefit of its creditors,
discontinues its business or is placed in receivership. Notwithstanding the
foregoing, if Seller is using reasonable and prompt efforts to cure such neglect
or failure, Digital shall not exercise its right of termination hereunder until
the earlier of (i) ten (10) days after the end of such thirty (30) day cure
period, and (ii) Seller ceases using reasonable efforts to cure such neglect or
failure, as determined in Digital's sole discretion.

9.2. Seller shall brand all products and related materials with the Digital
Marks in accordance with this Agreement, including this Section and
Schedules 9.1.1 and 9.8.

9.3. Seller shall submit all uses of the Digital Marks and the Digital Brand
to Digital for its prior approval, which shall not be unreasonably
withheld. Digital's approval of any standard layouts and designs shall
be limited to ensuring that such layouts and designs comply with the
standards set forth in Schedule 9.1.1, as the same may be amended from
time to time. After a layout or design has been approved. Seller may
use the approved layouts or designs and substantially identical layouts
and designs upon products, packaging and marketing collateral without
further approval of Digital, except in the event that the standards set
forth on Schedule 9.1.1 have been modified by Digital, in which case
all such layouts and designs must be resubmitted to Digital for
reapproval. The parties shall meet once per year for Digital to review
all uses of the Digital Marks and the Digital Brand and confirm such
uses are in accordance with this Agreement.

9.4. During the Term, Seller shall sell all NPB Products sold to Digital
under the Digital Marks. Seller shall affix all New Products that are
Digital-Branded Products with the Digital Marks prior to First Revenue
Ship.

9.5. In the event that Seller sells NPB Products other than under the
Digital Marks, the parties shall establish an engagement plan to define
the roles and responsibilities of each party in the engagement, sale
and delivery of such Products.

9.6. After the Closing Date, the Seller Products listed on Schedule 9.6
shall be sold under the Digital Marks in accordance with the Product
Road Map. Before the First Revenue Ship of such Products under the
Digital Marks, Seller must have met all of Digital's requirements with
respect to the items listed in Section 8.8 to insure that Digital is
prepared to be the exclusive Warranty Service and Contract Service
provider for all such Products. Digital shall use reasonable
efforts to expedite the approval of the branding of all such Seller
Products with the Digital Marks, it being understood that the average

time required is expected to be no less than eight (8) weeks but in no
event shall exceed twelve (12) weeks after the Closing Date.

9.7 All Products set forth on or anticipated by the Product Road Map are
eligible to be branded with the Digital Marks, subject to Digital's
consent, such consent not to be unreasonably withheld, and provided
such Products meet the criteria set forth on Schedule 9.1.1, which may
reasonably be amended from time to time by Digital. Seller shall
propose Products to Digital to determine if such Products meet these
criteria. Digital shall have the sole right to determine whether a
Product meets the criteria. If Seller disputes a determination by
Digital that a Product should not be branded with the Digital Marks,
then the dispute will be subject to the Escalation Process set forth in
the Product Road Map Schedule. if such Escalation Process does not
resolve the issue, Digital shall not be obligated to brand the Products
with the Digital Marks. Notwithstanding the foregoing, Seller may seek,
through litigation, a determination that the Product met the criteria,
and, as relief, that the Product should be branded with the Digital
Marks. Any Products for which Seller obtains such relief shall be
treated as Digital-Branded Products for purposes of this Agreement.

9.8. Seller shall adhere to all Digital standards regarding the use of the
Digital Marks, as applicable to Digital's own products. The current
Digital standards are set forth in Schedule 9.8. Digital shall
provide Seller with sixty (60) days prior written notice of any
material changes to Digital's trademark standards. In the event that
Digital provides less than sixty (60) days notice: (i) any direct costs
incurred by Seller for materials that conformed to the previous
trademark guidelines during the Shortfall Period shall be reimbursed by
Digital; and (ii) Seller shall not be responsible for failures
to meet shipping dates arising from the fact that Digital provided less
than sixty (60) days notice. For purposes of this Section 9.8,
"Shortfall Period" shall mean the period prior to the date that
Digital provided notice of the change in its trademark standards
equivalent to (60 days minus the number of days notice actually
provided by Digital).

9.9. Seller shall be entitled to refer to an organization within Seller that
sells only Digital-Branded Products as the "Digital Network Products
Group, a Cabletron Systems, Inc. Company" (the "Seller Tradename").

9.9.1 Seller shall not use Seller Tradename in any way that
suggests that the Seller is Digital or is authorized to act
on behalf of Digital.

9.9.2 Seller may not use the word xxxx "DIGITAL" other than as
part of the Seller Tradename.

9.9.3 Seller shall be entitled to use the Seller Tradename on all
marketing, business and product collateral, including
without limitation business cards, stationary, facsimile

sheets, price lists, trade show displays and material,
training materials, product documentation and similar
materials.

9.9.4 The Seller Tradename and the Relationship Logo may only be
used to identify the group or division within Seller which
is manufacturing, selling, marketing, and servicing
Digital-Branded Products and doing business under the Seller
Tradename and the Relationship Logo. It may not be used for
product branding.

9.9.5 Seller shall not co-join the Seller Tradename with the
Digital Brand.

9.9.6 Subject to the limitations set forth herein, Buyer shall be
entitled to use the Relationship Logo on the same material
upon which the Seller Tradename appears.

9.9.7 The example set forth on Schedule 9.9.5 illustrates
permitted uses of the Digital Brand, subject to Digital's
approval, with respect to color, size and appearance of the
Digital Brand.

9.9.8 Seller acknowledges that all use of the word "DIGITAL" by
Seller in the Seller Tradename shall be pursuant to a
license from Digital, and that all such use shall inure to
the benefit of Digital.

9.9.9. Upon request by Digital, Seller shall assist Digital in the
preparation, execution and filing of any registered user or
other agreements deemed necessary by Digital in order to
protect the Digital Marks, and Digital shall reimburse
Seller for all of Seller's reasonable out-of-pocket costs
incurred in connection therewith.

9.10. Seller shall abide by the Digital Trademark License and Quality
Requirements terms set forth on Schedule 9.6.

9.11 Seller is not granted any rights to use the Digital Marks on products
or services other than pursuant to this Agreement.

9.12. Digital agrees that it shall not use the xxxx "Digital Network Products
Group" after the Term.

10.. SELLER'S SALE RESTRICTIONS/PARTIES' SALES COMPENSATION

10.1. All NPB Products and Digital-Branded Products, and any components
thereof, shall be included in the Digital Price Book. In the future,
Digital, in its sole discretion, may include Seller Products in the
Digital Price Book. All packaging for NPB Products and Digital-Branded
Products, and any components thereof, shall bear the Digital Marks.

10.2 Unless otherwise agreed between the parties, consistent with Digital's
current policy, Digital's internal sales force shall earn Full Revenue
Quota Credit in connection with (i) its sale of all Digital-Branded
Products and Services, and (ii) Approved Seller Products and Services
that have been sold and fulfilled by Digital.

10.3 In the event that Seller's direct sales force takes an order for
Digital-Branded Products directly from end users, Seller must fulfill
such orders through a Seller Selling Partner. Notwithstanding the
foregoing, unless otherwise agreed between the parties, Seller's sales
force shall receive comparable sales quota credit for the sale of
Digital-Branded Products as it receives for Seller Products.

10.4. Seller shall be responsible for accrediting all Seller Selling
Partners, pursuant to Seller's guidelines set forth on Schedule 10.4,
as they may be amended from time to time.

10.5. Seller agrees to use reasonable efforts to comply with Digital's
currently existing point-of-sale ("POS") process, which requires, among
other things, the monthly provision by Seller of sales out information
for all Digital-Branded Products sold by Seller Selling Partners,
provided that the foregoing shall be a required obligation for Tier-1
resellers. Digital agrees to use its reasonable efforts to provide
Seller with sales out information for all Digital-Branded Products sold
by Digital Partners, provided that the foregoing shall be a required
obligation for Tier-1 resellers. The specific information provided by
each party shall include (i) sales activity per the preceding calendar
month; (ii) Digital-Branded Product name and number; (iii)
end-Customer's name; (iv) vertical market; (v) ship to and xxxx to
locations (including country, state, and zip/postal code); (vi) total
invoice cost; and (viii) quantity per unit and extended cost.

10.6 Each party shall have the right to audit at its own expense, the other
party's documents and records to the extent they relate to any
obligation under this Section 10. Each party shall notify the other not
less than thirty (30) days prior to its intent to conduct such audit.
All audits shall be conducted during normal working hours. Audits shall
be conducted no more than once during each six (6) month period.

10.7 Digital may not provide sales quota credit on sales of third party
network equipment, other than Seller Products, to any Digital sales
group except for sales through the Digital Services Division sales
force.

11.. DOCUMENTATION

11.1. Seller shall supply Digital with copies of originals and/or electronic
versions of all Product Information, including the documents listed in
the documentation plan, attached hereto as Schedule 11.1.

11.2. Seller hereby grants to Digital and its Authorized Warranty Service
Providers a royalty-free, non-exclusive, worldwide license to reproduce
and distribute, in whole or in part, all Product Information and any
other service related materials or documentation provided by Seller to
Digital or Digital Partners hereunder.

11.3. Seller shall provide Digital with sufficient copies, in Digital media
(e.g., CD format), of the then current generally available technical
documentation for the Products for supporting sales and services of the
Products. Digital shall have the right at no charge, to copy such
documentation for its own internal use, including posting such
documentation on Digital's internal electronic bulletin board.

12.. PROPRIETARY RIGHTS AND LICENSES

12.1. Digital owns all right, title and interest, including all Intellectual
Property Rights in all materials (including diagnostic Software,
hardware and Software tools and associated documentation) developed by
Digital for its own use or use of its Authorized Warranty Service
Providers in the performance of Services.

12.2 Seller hereby grants to Digital and its Digital Partners a
non-exclusive, worldwide license, until the expiration of the last
Digital Services Agreement, to duplicate, use, and distribute, directly
and indirectly, all Seller Software, including revisions and updates.
All Software, including revisions and updates, shall be available for
duplication and distribution internally by Digital, and to Customers
and/or third parties via down-loading from Seller's on-line
database(s). Digital will pay Seller a royalty on any Software that is
duplicated and distributed by Digital, at rates to be negotiated by the
parties. Royalty payments shall be reduced by the amount of any tax
required to be withheld against Seller income from royalties by a
government or governmental agency; provided that the parties shall

cooperate in good faith to reduce such withholding to the extent
legally possible. Where reduced or nil rates of withholding tax apply
under the provisions of double taxation treaties, Seller shall provide
Digital with the authorizations necessary to apply for such rates, and
Digital shall make such filings as may be necessary to claim the
benefit of the reduced or nil rate. Digital shall provide Seller any
certification of the amounts withheld and copies of any certificates
furnished by a withholding jurisdiction. In the event that Digital
makes any payment without deduction of withholding tax, Seller shall
indemnify Digital against any subsequent liability arising from the
failure to make such a deduction. Prior to First Revenue Ship of a
Software Product or revision or upgrade thereto, Seller will provide
Digital with a distribution master for such Product, revision or
upgrade.

12.2.1 Notwithstanding the foregoing, Digital may issue no charge
Purchase Orders for all Software that is provided by Seller
generally to Customers at no cost. Such Software shall be
provided to Digital in such quantities as requested by
Digital, on a royalty-free basis.

12.2.2 Notwithstanding the foregoing, the provisions of Section
12.2 shall not apply to Seller's "Spectrum" software
Product. With respect to Seller's Spectrum Product, Seller
grants to Digital the right to provide support, including
upgrades and revisions, for such Product subject to mutually
agreed upon pricing and other provisions for the service and
support of such Product.

12.3 Seller hereby grants to Digital and its Authorized Warranty Service
Providers a royalty free, non-exclusive, worldwide license, until the
expiration of the last Digital Services Agreement, to use and
distribute, and to provide Customers, both directly and indirectly,
electronic access to all data and information contained in Seller's
Product information database (excluding company confidential
information) for the purpose of providing support to Customers.

12.4. Seller hereby grants to Digital and Digital Partners, during the Term
and for the time period set forth in Section 2.2 hereof, a
royalty-free, non-exclusive, worldwide license to use the Seller's
Marks in connection with the marketing, promotion and sale of Products
or Services. Under no circumstances shall Seller's branding, labeling
or Product identification be modified or otherwise mutilated.

12.5. Except as may be otherwise expressly stated herein, and except as
required by a party to exercise its express rights and obligations
hereunder, neither the terms of this Agreement, nor the acts of either
party under this Agreement, shall be considered in any way as a grant
of any license whatsoever under any of Digital's or Seller's present or
future Intellectual Property Rights, nor is any such license granted by
implication, estoppel, or otherwise.

13.. PRODUCT LOANS, BETA SITES, MODELING

13.1. Digital may be given the opportunity to act as a beta site for all
Products. To the extent normally required by Seller, Digital will
execute Seller's standard beta site Agreement, subject to any mutually
agreeable modifications thereto.

13.2. Seller shall make available to Digital, at no charge to Digital, and
for use by appropriately-trained Digital personnel, all available
application Software which is produced by Seller and normally
distributed to Seller's Selling Partner to assist field sales and
engineering personnel in the modeling, configuration and testing of
Products.

13.3. Seller shall make available for use by Digital and Digital's Authorized
Warranty Service Providers service tools (including diagnostic Software
and hardware, hardware tools and associated documentation) to assist
Digital and Digital's Authorized Warranty Service in performing
Services hereunder. The types, quantities and deployment of such
service tools will be mutually determined by the parties. The
proprietary service tools shall remain the exclusive property of
Seller, and shall be returned to Seller upon expiration or termination
of this Agreement.

14.. TECHNICAL SUPPORT BY SELLER

14.1 During the Term and until the expiration of all Digital Service
Agreements, not to exceed five (5) years, Seller will assist Digital
personnel in resolving Customer or Product problems, including by
escalating to Seller's engineering and manufacturing organization as
set forth in the Escalation and Prioritization Guidelines attached
hereto as Schedule 14.1, until the Customer problem has been completely
resolved and closed in accordance with the parties' call closure
procedures.

14.2. During the Term and until the expiration of all Digital Service
Agreements, not to exceed five (5) years, Seller will provide MCS with
level 3 technical support to allow MCS to provide Warranty Services
and Contract Services to Customers and for Products used internally.
Such Seller support shall be provided from Seller's Support Center via
telephone, facsimile or e-mail messages, as appropriate, twenty-four
(24) hours per day, seven (7) days per week, for Priority 1 and 2
Problem Escalations, and eight (8) hours per day (during Digital's
standard working hours), Monday through Friday, for Priority 3
and 4 Problem Escalations, as defined, and in accordance with, the
Escalation and Prioritization Guidelines.

14.3. During the Term and until the expiration of all Digital Service
Agreements, not to exceed five (5) years, Seller shall provide level 3
Software support in accordance with the service delivery model set
forth on Schedule 14.3.

14.4. Seller shall provide Digital and Digital Partners with pre- and
post-Product sales technical support, as set forth in a Technical
Support Plan to be mutually agreed upon by the parties within thirty
(30) days of execution of this Agreement and incorporated herein by
reference, and any other sales and technical support reasonably
requested by Digital.

14.5. [*]

14.6. All support provided by Seller pursuant to this Section 14 shall be [ *
]. Seller shall utilize a Product serial numbering system that ensures
that Digital has full capabilities to validate a Customer's Product
Warranty when a Customer is contacting Digital for Warranty Services.

14.7. Seller shall utilize a Product serial numbering system that ensures
that Digital has full capabilities to validate a Customer's Product
Warranty when a Customer is contacting Digital for Warranty Services.

14.8. Seller shall not be in breach of its support obligations under this
Agreement in the event that it ceases to provide support due to the
fact that Seller no longer has access to, or any inventory of, ASICs as
that term is defined in the Asset Purchase Agreement.

15.. PERSONNEL

15.1. Each party shall appoint a Relationship Director to manage all aspects
of the relationship including: (i) agreement amendments,
interpretations, and negotiations; (ii) field and sales engagement
planning information management; (iii) partner business reviews; (iv)
escalations; (v) partner sales and marketing programs; (vi) strategic
business planning including the Product strategy and the Product Road
Map; and (vii) such additional matters that the parties may agree upon.

*Confidential Treatment

15.2. The parties agree that during the Term, they shall both maintain
appropriate personnel teams ("Program Office") that shall meet
periodically to effect the terms of this Agreement, including
individuals with the following areas of expertise:

15.2.1 forecasts and Spare Parts management, including acquisition;

15.2.2 product and service planning and management;

15.2.3. pre- and post-sales technical support, including
configuration and server interface support;

15.2.4. marketing development program management;

15.2.5. contract performance;

15.2.6. third party relationship management;

15.2.7. agreement amendments, interpretations, and negotiations;

15.2.8. field and sales engagement planning information management;

15.2.9. partner business reviews;

15.2.10. partner sales and marketing programs;

15.2.11. strategic business planning;

15.2.12. supporting global Customers and global partners; and

15.2.13. training development.

15.3. The initial organization structure for the parties' relationship is
attached as Schedule 15.3. Seller shall have the right to approve
Digital's initial Program Office, such approval not to be unreasonably
withheld.

15.4. The Digital Program Office shall consist of at least thirty dedicated
individuals and will include people within both Digital's Enterprise
Sales Force and Digital Services groups (or such groups' equivalents),
reasonably acceptable to Seller as related to employees identified on
the Seller's Key Employee Team, as that team is defined in the Asset
Purchase Agreement. Seller's Program Office shall consist of
individuals with complimentary skills and knowledge.

15.5. For any period during which Seller is providing support under Sections
14.1, 14.2, 14.3 or 17.1 after the term hereof the parties' pre- and
post-sales technical support team shall continue for such period.

16.. TRAINING

16.1. Seller shall provide to Digital and Digital Partners all training
services necessary to meet the varying needs and requirements of
Digital's sales support organizations, including training: (i) sales
and sales support personnel; (ii) design architects and consultants;
and (iii) on-site and off-site maintenance and technical service,
support personnel and engineering services personnel. The training may
be provided using the following methods: (i) computer based training
(CBT); (ii) train the trainer programs; (iii) web-based offerings; (iv)
test-outs for certification; and/or (v) additional training
requirements set forth in a Training Plan to be determined by the
parties and incorporated by reference within thirty (30) days of this
Agreement. Training will be held at locations to be determined by
mutual agreement.

16.2. Seller will provide Digital and Digital Partners with sales and
technical training as follows: [ * ]. Seller agrees that all such
training may be paid for with MDF funds described in Section 4.9.

16.3. Seller shall provide to Digital and Digital Partners all materials
generally made available to its Seller Selling Partners including
Seller's self-study material on the Products, if any, and sets of all
present and future maintenance, diagnostic, and training documentation,
including video tapes and student workbooks, applicable to each
Product.

16.4. Upon Digital's request, Seller shall provide Digital and Digital
Partners with software, videotapes, presentation scripts and other
Product marketing materials offered by Seller to demonstrate the
features and functions of the Products for use by Digital and Digital
Partners in training or in the sales and marketing of its Services.
Seller agrees to make available to Digital and Digital Partners all
necessary training and training documentation

* Confidential Treatment

in advance of FRS of New Products to enable Digital and Digital Partners to
adequately prepare for New Products sales and support.

17.. END OF LIFE

17.1. Upon termination of this Agreement, or in the event Seller discontinues
the manufacture and/or distribution of a Product(s) and/or removes such
Product(s) from its Price List, (collectively "End of Life"), [ * ].

17.2 Seller may not designate a Product as End of Life other than in
accordance with the Product Road Map.

18.. ENGINEERING AND FIELD CHANGE ORDERS

18.1. Seller will provide to Digital all safety related ECOs, including all
required Spare Parts, and technical service bulletins, [ * ] by
Seller or the applicable manufacturer. All other ECO
materials and technical service bulletins are to be provided to Digital
[ * ] by Seller or the applicable manufacturer.

18.2. Seller will bear all Spare Parts costs and will work with Digital to
determine the labor costs for all safety related ECO's and mandatory
ECO's required to bring the Product into functional conformity with its
design specifications. In addition, ECO's that affect purchased stock
and/or consigned units, purchased field Spare Parts, and Products under
Digital Services Agreements will be implemented in accordance with a
mutually agreed upon update schedule at no charge to Digital.

18.3. If Seller notifies Digital of a safety-related Product recall, Seller
shall be fully responsible for all costs associated with the purge and
return of Products from Digital's inventory.

*Confidential Treatment

For non-safety Product recalls, the parties shall mutually determine at the time
of notification by Seller how payment of inventory purges and Product returns
shall be handled. Digital will advise Seller of the need for an ECO('s) due to
problems or defects in form, fit or function of the Products or Product safety
concerns. To the extent Seller determines a change is necessary, Seller shall
work with Digital to determine the means by which implementation of such changes
shall be accomplished.

19.. SALES AND RELATIONSHIP PLANNING AND ENGAGEMENT

19.1. Digital and Seller will inform the sales and support personnel of each
as to the availability, pricing and positioning of the Products and
Services by including appropriate information regarding Digital's
preferred services and systems provider role and Seller's network
products partnering role in Seller's and Digital's sales and marketing
literature, trade shows, customer seminars, sales training, and other
appropriate marketing/business development materials.

19.2. The parties' regional and country management shall compile a list of
countries where it is advantageous to develop formal business plans.
These jointly developed business plans will guide the engagement
between Digital and Seller in such country(ies), subject to this
Agreement. The plans will include, but not be limited to: (i) Digital's
targeted Product needs; (ii) opportunities for joint sales and
marketing activities; and (iii) appropriate business review processes
between Digital and Seller.

19.3. Each party shall develop standard descriptions of itself, its products
and its services for inclusion in the other party's sales material as
deemed appropriate by the other party. Notwithstanding the foregoing,
each party shall have the right to approve, upon reasonable advance
notice, any sales material that describes itself, its products, or its
services. Such approval shall be provided promptly, and shall not be
unreasonably withheld.

19.4. Subject to client ownership and/or confidentiality requirements,
Digital will use reasonable efforts to keep Seller generally informed
as to (i) problems encountered and resolutions developed with respect
to any Product, and (ii) all material modifications, design changes or
improvements to the Products suggested by any Customer, or any employee
or agent of Digital. Digital shall have no obligation to provide
Seller with the actual modifications, design changes, or improvements.
The provision of the foregoing information shall not confer on Seller
any Intellectual Property Rights in such information. Seller may use
all such information without obligation of any nature to Digital.
Seller's use of such information shall be at its own risk and neither
Digital nor the party making the applicable suggestion shall be liable
for any damages arising from such use.

19.5. Digital shall receive invitations to attend Seller's annual partners'
conference, and Seller shall waive any registration or other fee
normally charged by Seller as a condition of attendance at such
conference.

20.. MARKETING

20.1. Seller shall promote Digital as its Strategic Network Services Partner,
and Digital shall promote the Seller as its Strategic Network Products
Partner. This designation does not preclude any partnerships,
relationships and programs between Digital and other vendors or service
providers, or between Seller and other vendors or service providers,
that do not conflict with this Section 20, provided that neither party
shall designate any other party in a manner that may imply a more
significant relationship.

20.2. Seller and Digital will mutually agree on a joint marketing and public
relations plan to support sales and services through Digital Partners
and Seller Selling Partners ("Marketing Plan"). The Marketing Plan will
be updated minimally twice a year to ensure that it remains relevant
and current.

20.2.1. Digital will implement the activities set forth in Schedule
20.2.1 to transition Digital's relationship with Digital's
resellers to Seller.

20.3. Except as set forth in this Agreement, both parties shall have the
exclusive right to determine the nature and extent of their own
advertising and marketing efforts.

20.4. Seller shall be designated at a corporate level as Digital's sole
preferred supplier for its internal network equipment needs. Digital
shall not designate a competitor of Seller as a major internal network
equipment supplier.

21.. WARRANTY

21.1. The manufacturer of a Product shall bear all costs associated with the
one-year manufacturers warranty.

21.2. Seller warrants to Digital that any services performed by Seller in
connection with this Agreement shall be performed in a workmanlike
manner.

21.3. Seller warrants that all Products sold by Seller to Digital under the
terms of this Agreement will be free from defects in workmanship and
materials under normal unse and service for (i) one year for hardware
and Software and (ii) ninety (90) days for floppy dics and magnetic
media. All Warranty claims must comply with the terms of the Warranty
set forth on Schedule 8.10. The manufacturer of the Product, whether
Digital or Seller, as the case may be, shall be responsible for all
Product repairs during the one (1) year Warranty period.

21.4. Seller warrants that (i) the Software provided hereunder will perform
in substantial conformance to the program specifications therefor
during its one-year warranty period; (ii) that all defects in the
Software identified during the one-year warranty period will be
corrected; (iii) that the Software is Year 2000 Compliant; and (iv)
the magnetic media containing Software will not fail during the first
ninety (90) days.

21.5. The Warranty for Digital-Branded Products shall be as set forth on the
Warranty Schedule attached hereto, Schedule 8.10. The parties shall
mutually agree on all additions to, deletions from or changes to the
Schedule. Prior to shipment of any Digital-Branded Products, Seller
shall incorporate the Warranty set forth on Schedule 8.10 into its
Products literature, documentation and corresponding Warranty
registration cards or forms.

21.6. In the case of a breach of the forgoing warranties, Seller shall use
commericially reasonable efforts to remedy the breach.

21.7. Any replaced or repaired Spare Parts carry an additional ninety (90)
day warranty or the remainder of the initial Warranty period, whichever
is longer. All expenses associated with the transportation of Products
(to and from Seller's facilities) shall be borne by Seller, except in
the event that Products shall not require repair due to a no problem
found ("NPF") diagnosis by Seller. In cases of NPF, Digital shall be
responsible fo delivery expenses to Seller's facilities, and Seller
shall pay for delivery expenses back to Digital provided that.

21.7.1 In the event that Digital determines that a product is DOA,
Seller shall ship a replacement Product at Seller's cost within
twenty-four (24) hours of notification by Digital. Digital
shall return the DOA Product to Seller at Seller's cost.

21.7.2 In the event that Seller evaluates and determines that there is
NPF in greater than ten (10%) percent of the Products or parts
returned in a six (6) month period, Seller reserves the right to
charge Digital for each returned unit determined to be NPF
thereafter the lesser of (i) $150 or (ii) twenty-five percent
(25%) of the purchase price.

21.8. The above warranties shall survive any delivery, acceptance, payment,
termination or expiration of a Purchase Order or this Agreement, and
shall run to Digital, its successors, assigns and Customers.

21.9. THE FOREGOING WARRANTIES OF SELLER ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

22.. STOCK ROTATION

22.1. Digital may Rotate up to [ * ]. In accordance with this Section,
Digital may Rotate Digital-Branded Products for Seller Products and
Seller Products for Digital-Branded Products, in its sole discretion.

22.2. Digital shall bear all transportation charges to Seller's designated
site for Products to be Rotated.

22.3. In no event shall Seller discontinue or remove a Product from its price
list other than in accordance with the Product Road Map process.

23.. ESCROW DEPOSIT

23.1 Upon request by Digital, Seller will place the Escrow Deposit into
escrow with a nationally recognized escrow agent in the United States
reasonably acceptable to both parties (the "Escrow Agent") pursuant to
a mutually agreed escrow agreement between the parties. Digital will be
responsible for the expenses of the Escrow Agent, and any of Seller's
direct and reasonable costs in excess of $5,000 per quarter. Seller
shall not be obligated to escrow any third party component utilized in
connection with its Spectrum Products.

23.2. The escrow agreement will provide, among other things, the terms under
which Digital will have access to the Escrow Deposit.

*Confidential Treatment

24.. SUPPLY BY DIGITAL

24.1. Digital shall supply Seller with all Unique Materials that are used in
NPB Products and Seller Products. In the event of component shortages
by Digital, Digital will allocate among Seller and other purchasers pro
rata based on Digital's Demand Forecast for the past three (3) months.
Pricing for unique components will be the most favored nation pricing
for similar volumes but no more than existing transfer pricing,
adjusted for cost increases.

24.2. Seller will have the right to purchase NPB Products from Digital's
Taiwan and Scotland facilities for up to an eighteen (18) month period
commencing on the Closing Date. The price to Seller for such NPB
Products shall be (i) Digital's current intercompany transfer pricing
during the six (6) month period after the Closing Date and (ii) at an
arm's length negotiated price thereafter.

24.2.1 Digital shall provide Seller with Digital's standard
manufacturing warranty for NPB Products purchased by Seller
under this Section 24.

24.3. The parties shall negotiate the pricing, terms, and conditions of a
separate supply agreement prior to the Closing Date.

25.. LIMITATION OF LIABILITY AND REMEDIES

25.1. Except for damages awarded to a third party for indemnification claims
covered by this Agreement, neither party shall be liable to the other
for any damages arising from lost data, incidental, consequential,
special or indirect damages of the other of any kind (whether in
contract, tort, or under statute), even if the party has been advised
of the possibility of such damages.

25.2. Notwithstanding any provision contained herein to the contrary, except
with respect to the Product Credits and Minimum Product Volume
commitments, in no event will the aggregate liability of either party
or its respective officers, directors, employees and subsidiaries to
either party or to any third person for damages, direct or otherwise,
arising out of or in connection with this Agreement exceed twenty (20)
million dollars ($20,000,000) regardless of the cause or form of
action.

25.3. The parties acknowledge that, in addition to any remedy they may have
at law or equity, nothing in this Agreement shall prevent (i) either
party from seeking termination of the Agreement; (ii) Digital from
recovering its remaining Product Credits as damages; and/or (iii)
Seller from recovering Digital's remaining Minimum Product Volumes as
damages.

25.4. Nothing in this Agreement shall preclude either party from seeking
relief through law or equity for any breach by the other party of this
Agreement.

26.. CONFIDENTIAL INFORMATION AND AUDITS

26.1. For purposes of this Agreement, "Confidential Information" means (i)
any information regarding the terms of this Agreement; (ii) any
information, in whatever form, designated by the disclosing party (the
"Disclosing Party") in writing as confidential, proprietary or marked
with words of like import when provided to the receiving party (the
"Receiving Party"); and (iii) information orally conveyed if the
Disclosing Party states at the time of the oral conveyance or promptly
thereafter that such information is Confidential, and provides specific
written confirmation thereof within 30 days of the oral conveyance.

26.2. Confidential Information will not include information which:

26.2.1. at or prior to the time of disclosure by the Disclosing Party
was known to the Receiving Party through lawful means;

26.2.2. at or after the time of disclosure by the Disclosing Party
becomes generally available to the public through no act or
omission on the Receiving Party's part;

26.2.3. is developed by the Receiving Party independent of any
Confidential Information it receives from the Disclosing
Party; or

26.2.4. the Receiving Party receives from a third Person free to make
such disclosure without breach of any legal obligation.

26.3. The Receiving Party may disclose Confidential Information pursuant to
any statute, regulation, order, subpoena or document discovery request,
provided that prior written notice of such disclosure is furnished to
the Disclosing Party as soon as practicable in order to afford the
Disclosing Party an opportunity to seek a protective order (it being
agreed that if the Disclosing Party is unable to obtain or does not
seek a protective order and the Receiving Party is legally compelled to
disclose such information, disclosure of such information may be made
without liability).

26.4. The Receiving Party acknowledges the confidential and proprietary
nature of the Disclosing Party's Confidential Information and agrees
that it shall not discuss, reveal, or disclose the Disclosing Party's
Confidential Information to any other Person (other than Affiliates),
or use any Confidential Information for any purpose other than as
contemplated hereby, in each case, without the prior written consent of
the Disclosing Party. The Receiving Party agrees to take reasonable
precautions (no less rigorous than the Receiving Party takes with
respect to its own comparable Confidential Information) to prevent
unauthorized or inadvertent disclosure of the Confidential Information
of the Disclosing Party. In the event that a Receiving Party wished to
disclose Confidential Information to one of its professional advisors,
it may do so only if that professional advisor agrees to abide by the
terms of this Section.

26.5. The Receiving Party will, at the request of the Disclosing Party,
during the Term or thereafter (i) promptly return all Confidential
Information held or used by the Receiving Party in whatever form, or
(ii) at the discretion of the Disclosing Party, promptly destroy all
such Confidential Information, including all copies thereof, and those
portions of all documents that incorporate such Confidential
Information.

26.6. In view of the difficulties of placing a monetary value on the
Confidential Information, the Disclosing Party may be entitled to a
preliminary and final injunction without the necessity of posting any
bond or undertaking in connection therewith to prevent any further
breach of this Section or further unauthorized use of its Confidential
Information. This remedy is separate from any other remedy the
Disclosing Party may have.

26.7. The provisions of this Section will survive for three years after the
end of the Term.

26.8. Seller shall have the right to audit consigned parts or units as
received, stored and consumed by Digital. Seller shall notify Digital
not less than thirty (30) days prior to its intent to conduct such
audits. All audits shall be conducted during normal working hours.
Audits shall be conducted no more than once during each six (6) month
period. Physical inventory and cycle counts are the responsibility of
Digital. Such physical inventory and cycle counts shall be performed in
accordance with Digital standard business policies and practices.

26.9. Each party agrees to retain appropriate documentation regarding its
obligations hereunder, for at least three years following the
termination of this Agreement. Each party shall have the right at its
own expense, not more than once each year on reasonable advance notice
and during normal business hours, to have its independent auditor
inspect such documentation for the purpose of verifying the accuracy of
the figures reported and amounts owed pursuant to this Agreement. Any
discrepancies that are identified as a result of such an audit and are
not disputed will be promptly corrected by the parties. Any information
disclosed as a result of such an audit will be Confidential
Information.

27.. COMPLIANCE WITH LAWS

27.1. All Products supplied and work performed by Digital and Seller under
this Agreement shall comply with all material applicable (United States
and other) laws and regulations, including customs and trade
regulations regarding restraints on the use of convict labor,
government procurement, export controls, environmental, health and
safety, and labor laws and regulations. Either party's failure to
comply with any of the requirements of this Section shall be considered
a material breach of this Agreement.

27.2. Upon request, the parties agree to provide the other with information
and certifications required to demonstrate compliance with Section
27.1. Schedule 27.2 describes some, but not all of the applicable
United States regulatory requirements with which Seller agrees to
comply and/or provide information and certifications.

28.. INDEMNIFICATION AND INSURANCE

28.1. Seller shall defend, indemnify, and hold Digital, its Subsidiaries, and
Digital Partners and their representatives, its officers, directors,
agents, subsidiaries, affiliates, and employees harmless from and
against any and all claims, losses, expenses (including reasonable
attorney's fees and expenses), demands, settlements, or judgments
("Damages") which result from or arise out of:

28.1.1. Seller's breach of any obligation, representation, covenant or
warranty provided or required hereunder.

28.1.2. Any claim against Digital alleging that Products, or any
component thereof, infringes any Intellectual Property rights
in any country. If an injunction against Digital's, a
Customer's or Digital Partners' use, sale, lease, license, or
other distribution of the Products, or any component thereof,
results from such a claim (or if Digital reasonably believes
such an injunction is likely), Seller shall, at its expense
(and in addition to the Seller's other obligations,
hereunder), and as Digital requests: obtain for Digital
and/or Customers or Digital Partners the right to continue
using, selling, leasing, licensing, or otherwise istributing
the Products, or replace or modify such Products so they
become noninfringing but functionally equivalent.

28.1.3. Seller making greater service commitments to its Customers
then are set forth in the Gold Key Program.

28.1.4. The acts, errors, omissions, or negligence of Seller while on
the property of Digital or its Customers or Digital Partners,
regardless of whether the loss, damage, or injury resulting
for sale occurs after the Seller has left such property.

28.1.5. The presence of any equipment or tools used by Seller in the
performance of this Agreement, on the property of Digital or
its Customers or Digital Partners.

28.1.6. The use by Seller of Digital's equipment, tools, or facilities
whether or not any claims are based upon the condition of the
foregoing or Digital's, its agent's or employee's alleged
negligence in permitting its use.

28.1.7. Seller's obligations to any third Person.

28.1.8. Any product liability claims related to the Products
including, but not limited to, personal injury as well as
damage to real or personal property arising out of the use or
sale of the Products, and regardless of the theory upon which
the claim is based including, but not limited to, negligence,
strict liability, and breach of warranty.

28.2. Digital acknowledges that Seller's indemnification obligations under
Sections 28.1.2 and 28.1.8, solely as each relates to the NPB Products,
shall apply to NPB Products sold following the first anniversary of the
Closing Date, provided that Seller's indemnification obligations for
NPB Products shall commence immediately for any claim that arises
because of any upgrade or modification to the NPB Products made by, or
at the direction of, Seller, that would not have arisen in the absence
of such upgrade or modification.

28.3. Digital shall defend, indemnify, and hold Seller, its officers,
directors, agents, and employees harmless from and against any and all
Damages which result from or arise out of:

28.3.1. Digital's breach of any obligation, representation, covenant
or warranty provided or required hereunder.

28.3.2. The acts, errors, omissions, or negligence of Digital while on
the property of the Seller or its Customers, regardless of
whether the loss, damage, or injury resulting for sale occurs
after Digital has left such property; or

28.3.3. The presence of any equipment or tools used by Digital in the
performance of this Agreement, on the property of the Seller
or its Customers.

28.3.4. Digital making greater Warranty commitments to its Customers
than are authorized under this Agreement.

28.3.5. The use by Digital of Seller's equipment, tools, or facilities
whether or not any claims are based upon the condition of the
foregoing or Seller's, its agent's or employee's alleged
negligence in permitting its use.

28.3.6. Digital's obligations to any third Person.

29.. NOTICES

Any notice given under this Agreement shall be written or sent
by telex or facsimile. Written notice shall be sent by registered mail or
certified mail, postage prepaid, return receipt requested, or by any other
overnight delivery service which delivers to the noticed destination, and
provides proof of delivery to the sender. All notices shall be effective when
first received at the following addresses:

If to Seller: If to Digital:

Cabletron Systems, Inc. Digital Equipment Corporation
00 Xxxxxxxxxx Xxx 000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxxx Attn: Relationship Manager
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000

with a copy to: with copies to:

Ropes & Xxxx Digital Equipment Corporation
One International Place 000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000 Xxxxxxx, XX 00000
Attn: Xxxxx X. Fine, Esq. Attn: Xxxx Xxxx, Esq.
Telecopy: (000) 000-0000 Telecopy: (000) 000-0000

30.. FORCE MAJEURE

30.1. Neither party shall be liable for failure to perform any of its
obligations under this Agreement during any period in which such party
cannot perform due to fire, flood, or other natural disaster or act of
God, war, embargo, riot, or the intervention of any government
authority, provided that the party so delayed immediately notifies the
other party of such delay, and provided further that the party claiming
the benefit of this Section shall use reasonable effort to resume
performance. In the event a party cannot perform substantially all of
its obligations under this Agreement because of such an event, the
other party may terminate this Agreement.

31.. GENERAL

31.1. The rights and remedies of the parties provided in this Agreement shall
not be exclusive and are in addition to any other rights and remedies
provided at law or in equity.

31.2. This Agreement shall be binding upon and inure to the benefit of the
successors and permitted assigns of the parties hereto. Neither party
may assign or otherwise transfer this Agreement without the written
consent of the other party, and such consent shall not be unreasonably
withheld; however either party may assign this Agreement without the
consent of the other party in connection with the sale of all or
substantially all of its assets, whether by asset purchase, merger, or
otherwise.

31.3. Subject to the non-compete provisions set forth in the Asset Purchase
Agreement, nothing will be deemed to limit or restrict Digital from
entering into agreements with any other person covering services or
products similar to the Products or Services, or from offering similar
product or services itself.

31.4. The parties are independent contractors, and nothing in this Agreement
shall be construed as making either party the agent, joint venturer,
partner or employee of the other. Neither party shall make any
representation or warranty on behalf of the other, including but not
limited to any representation or warranty concerning the quality,
performance or other characteristics of the Products or Services other
than those which are consistent in all respects with, and do not expand
the scope of, the warranties set forth in this Agreement or the Gold
Key Program.

31.5. If any provision of this Agreement is held illegal or unenforceable by
any court of competent jurisdiction, the parties shall meet and use
reasonable efforts to amend this Agreement with a provision that meets
the intent of the parties.

31.6. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, without regard for its
principles of conflicts of law. The parties hereby consent to the
jurisdiction of the courts of the Commonwealth of Massachusetts or the
United States Federal District Court for the District of Massachusetts
for the purpose of any action or proceeding brought by them in
connection with this Agreement.

31.7. Digital and Seller agree to comply with U.S. laws and regulations
governing the export of technology and products, including the Export
Administration Act of 1979, as amended, any successor legislation, and
the Export Administration Regulations issued by the Department of
Commerce, Bureau of Export Administration. Digital and Seller agree to
cooperate with each other, including, without limitation, providing
required documentation and information, in order to obtain the
necessary government authorizations prior to any export of technology
or Products under this Agreement.

31.8. The failure of either party to enforce, in any one or more instances,
any of the terms or conditions of this Agreement shall not be construed
as a waiver of the future performance of any such term or condition.

31.9. This Agreement and all Schedules and any addenda hereto, together with
the Asset Purchase Agreement, (i) represent the entire agreement of the
parties regarding the subject matter hereof; (ii) supersedes all prior
oral and written understandings and agreements between the parties
concerning the subject matter hereof; and (iii) may not be modified or
amended except in a writing signed by the executive officers of the
parties.

DIGITAL EQUIPMENT CORPORATION SELLER

/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxx
Authorized Signature Authorized Signature

Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxx
Senior Vice President and General Manager President
Products Division
Name and Title Name and Title

November 24, 1997 November 24, 1997
Date Date

EXHIBIT 10.1

CABLETRON SYSTEMS, INC.
DISCLOSURE SCHEDULE
INDEX

Schedule 1.56 - Shared Resellers

Schedule 3.1 - Product Road Map Outline

Schedule 6.1 - Quality Assurance Guidelines

Schedule 8.1.1 - Territories in Which Digital Will Not Perform Warranty
Services

Schedule 8.2.1 - Seller Warranty Services Territories to be Provided by
Digital

Schedule 8.3 - Gold Key Program

Schedule 8.10 - Warranty Services and Descriptions

Schedule 9.1.1 - Trademark License and Quality Requirements

Appendix 1 - The Digital Brand

Appendix 2 - DEC Formative Marks

Appendix 3 - Digital Logo Reproduction Requirements

Appendix 4 - Eligibility for Digital Branding Criteria

Appendix 5 - Digital Brand Relationship Logo Usage Requirements

Appendix 6 - Usage Criteria for the DEC Formative Marks

Appendix 7 - Relationship Logo

Schedule 9.6 - Current Cabletron Products to be Branded with the
Digital Marks

Schedule 9.8 - Digital's Requirements for Current Use of the Digital
Marks

Schedule 9.9.5 - Business Card Drawing

Schedule 10.4 - Europe and U.S. Accreditation Guidelines

Schedule 11.1 - Documentation Plan

Schedule 14.1 - Escalation and Prioritization Guidelines

Schedule 14.3 - Contract Services Delivery Model

Schedule 15.3 - Relationship Director Responsibilities

Appendix 1 - Digital Networks Program Office

Schedule 20.2.1 - Preferred Service Provider Marketing Plan

Schedule 27.2 - Legal Compliance Schedule

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RESELLER AND

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