OEM AGREEMENT

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Exhibit 10.11

OEM AGREEMENT

(Cisco as Seller)

This OEM Agreement (the "Agreement") is made as of the 7th of December, 1998
(the "Effective Date") by and between Cisco Systems, Inc., a California
corporation, having principal offices at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx,
Xxxxxxxxxx 00000-0000 ("Cisco") and Xxxxx Corporation, a California corporation
having its principal place of business at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx,
Xxxxxxxxxx 00000 ("Netro").

RECITALS

X. Xxxxx has been purchasing from Cisco the Cisco MGX 8220 shelves and
associated products, software and firmware by means of purchase orders over the
past several months. These shelves have been, in turn, integrated with Xxxxx'x
Base Station Controller boards and resold to third parties as a part of the
"AirStar" wireless communications systems developed by Xxxxx.

X. Xxxxx is developing an independent solution, which will permit it to
sell its systems without relying on the Cisco MGX 8220 shelves; however, Xxxxx
requires on-going access to the Cisco MGX 8220 shelves for resale during this
development period. Cisco desires to sell the Cisco MGX 8220 shelves and
associated products, software and firmware to Xxxxx during the development
period to enable Xxxxx to transition to an independent solution.

X. Xxxxx also desires access to certain Cisco technology and intellectual
property in order to transition to an independent solution. Cisco desires to
license such technology to Xxxxx under a separate license agreement that will be
executed contemporaneously with this Agreement (the "Technology Agreement").

D. The parties now desire to enter into an agreement pursuant to which
Cisco agrees to sell and Xxxxx agrees to purchase a limited number of the
Products under the terms and conditions set forth herein.

NOW, therefore, in consideration of the terms and conditions of this
Agreement, the parties agree as follows:

1. DEFINITIONS

Terms used in this Agreement not otherwise defined elsewhere shall have
the meanings ascribed to them below.

1.1 "Xxxxx'x Boards" shall mean the boards developed by Xxxxx for
integration and use with the Products. "Xxxxx'x Boards" are more fully described
in Appendix A attached hereto.

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1.2 "Products" shall mean collectively Cisco's [***] shelves and
associated components and firmware. "Products" are more fully described in
Appendix A & B attached hereto.

1.3 "Purchase Order" shall mean the formal order issued by Xxxxx for the
purchase of Products. The Purchase Order shall include the following items: (a)
identification of each item of Products by model or part number; (b) quantity
requested; confirmation of price; (d) shipment instructions, including
identification of requested carrier, delivery schedule and destination; and (e)
reference to the terms and conditions of this Agreement.

1.4 "Purchase Period" shall mean a period of time commencing on the
Effective Date and ending [***] thereafter. During the "Purchase Period" Xxxxx
will be permitted to purchase Products from Cisco and Cisco will sell Products
to Xxxxx subject to the terms and conditions of this Agreement.

1.5 "Software" shall mean those software products developed by or for
Cisco for integration and use with the Products and provided to Xxxxx under this
Agreement. "Software" is more fully described in Appendix A attached hereto.
"Software" includes any associated documentation, bug fixes, upgrade, revisions,
enhancements or modifications provided to Xxxxx by Cisco under this Agreement.

1.6 "Technology Agreement" shall mean the "Technology Agreement," to be
executed contemporaneously with this Agreement, pursuant to which Cisco will
license to Xxxxx certain rights to the design of a specified subset of the
Products.

2. PURCHASE AND SALE

2.1 Xxxxx shall have the right to purchase Products from Cisco and Cisco
will sell to Xxxxx on the terms and conditions of this Agreement and to resell,
lease or otherwise distribute as follows:

(a) Xxxxx may purchase no more than [***] units of the Products (in terms
of complete systems as more fully described in Appendix A) during the Purchase
Period. In addition, Xxxxx may purchase adequate components, such as trunk
cards, to ensure the proper product mix for these [***] complete systems. Any
complete system purchased by Cisco from Xxxxx after Xxxxx has integrated Xxxxx'x
Board with the Product shall not count toward the [***] unit limit.

(b) Xxxxx may purchase the Products for integration with Xxxxx'x Boards.
Xxxxx may resell, lease or distribute the Products only after they have been
integrated with Xxxxx'x Boards.

(c) Xxxxx may resell, lease or distribute the Products directly to its
end-user customers or through multiple tiers of distribution, for use with or
attachment to any vendor's ATM, switch or mux.

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(d) Xxxxx must brand, promote, market and sell the Products as Xxxxx'x own
products using Xxxxx'x own trademarks, trade names and trade dress.
Additionally, Xxxxx is responsible for re-labeling the Products, by removing
Cisco labels or completely covering Cisco labels, so that only Xxxxx'x name
appears on the Product. Xxxxx may not partially remove, cover or deface Cisco's
label in a manner that may cause damage to Cisco's trademark rights. Therefore,
Xxxxx agrees that upon request Xxxxx will permit Cisco to inspect samples of the
relabeled Products and Xxxxx will correct any improper labeling identified by
Cisco.

(e) Xxxxx must load the Software onto each unit of the Products.

Xxxxx acknowledges that failure to comply with Section 2.1(d) or Section
2.1(e) shall constitute a breach of the Agreement and shall entitle Cisco to
terminate this Agreement pursuant to Section 13. This acknowledgment shall,
however, in no way imply that breaches of this Agreement by Xxxxx are limited to
a breach of Section 2.1(d) or Section 2.1(e).

2.2 Xxxxx shall not have the right to purchase the Products from Cisco and
resell, lease or otherwise distribute except as specified in Section 2.1.
Further, the following restrictions shall apply to Xxxxx'x purchase rights:

(a) Xxxxx may not resell the Products on a stand-alone basis without
Cisco's prior written consent.

(b) Xxxxx may not distribute the Products without first loading the
Software onto each unit. Further, Xxxxx may only make up to [***] copies of the
Software, each of which must be loaded onto a Product. Xxxxx agrees to
indemnify, defend and hold Cisco harmless from and against any claim, liability
or damages which may result from reproducing, using or distributing any third
party software contained in the Software in a manner not expressly authorized
under this Agreement (e.g., Xxxxx distributes the Software on a stand alone
basis or Xxxxx distributes more than [***] copies of the Software).

(c) Xxxxx may not purchase more than [***] of the Products (in terms of
completed systems as more fully described in Appendix A).

(d) Xxxxx may not purchase the Products after the end of the Purchase
Period even if Xxxxx has purchased less [***] units of the Products (in terms of
completed systems as more fully described in Appendix A).

2.3 Software License. Cisco hereby grants Xxxxx a non-exclusive license to
use the Software solely in conjunction with, and as incorporated on, such
Products, subject to payment of license fees as included in the purchase price
for each Product. Xxxxx may sublicense such rights to use the Software only to
its customers, subdistributors (subject to the condition as set forth in Section
2.2(b) and their customers (and any customers' lessees) who purchase the
Products provided that any such customer must execute an end user agreement
meeting the requirements of Section 2.4. Xxxxx receives no title or ownership
rights to the Software. Except for the license granted in this Section 2.3, all
right, title and interest in the Software shall remain

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the exclusive property of Cisco or its licensors. Except as may otherwise
expressly be set forth in this Agreement, this Agreement does not entitle Xxxxx
to the receipt or use of, or access to, Software source code or any right to
reproduce the Software or the documentation. None of Xxxxx or any of its
sublicensees shall decompile, reverse engineer or otherwise attempt to gain
access to the Software source code.

2.4 End-User License. Distribution of Software shall be subject to Xxxxx'x
end user customers being bound by an end user license agreement which at the
least shall (i) grant each such customer a nontransferable, non-exclusive, fully
paid license to use the Software solely in conjunction with, and as incorporated
on, the Products obtained from the Xxxxx and solely for such customer's internal
business purposes; (ii) indicate that Cisco and its licensors are the owners of
the Software; (iii) prohibit the customer from decompiling, reverse engineering
or otherwise attempting to gain access to the Software source code; (iv)
identify Cisco as a third-party beneficiary of the End User Agreement; and (v)
indicate that Cisco accepts the rights of a third party beneficiary. Xxxxx shall
prepare a translation of such End User Agreement to be used for informational
purposes only; the English version of the End User Agreement shall control at
all times. Xxxxx will provide Cisco with copies of End User Agreements executed
by customers, upon request. Xxxxx will use its best efforts to ensure that all
customers abide by the terms of their End User Agreements. Upon request by
Cisco, Xxxxx will keep Cisco apprised of its activities to enforce such
provisions with particular customers. Xxxxx shall ensure that Cisco will have
the right to enforce such agreements as a third-party beneficiary. Xxxxx agrees
that (i) Cisco may join Xxxxx as a named plaintiff in any suit brought by Cisco
against customers and (ii) Xxxxx will take such other actions, give such
information and render such aid, as may be necessary to allow Cisco to bring and
prosecute such suits.

3. PURCHASE PRICE AND DISCOUNT

3.1 Price. The purchase price to Xxxxx for the Products pursuant to this
Agreement shall be [***] off Cisco's then-current list price, a copy of which is
attached hereto as Appendix A. Appendix A shall be revised or replaced if
Cisco's list prices change.

4. PURCHASE ORDERS

4.1 Ordering Period. Xxxxx shall purchase the Products pursuant to this
Agreement by issuance of its Purchase Orders within the Purchase Period. This
Agreement shall control the purchase of all Products by Xxxxx from Cisco, and no
terms in any Purchase Order, invoice, acknowledgment or like document shall
serve to add to or modify the terms of such sales unless agreed to in a writing
signed by both parties

4.2 Purchase Order and Acceptance. Purchase Orders may be made by
telephone and, in such event, shall be followed by a hard copy (including
facsimile) confirming the Purchase Order within five (5) days. Cisco shall
promptly acknowledge Purchase Orders submitted by Xxxxx and, if such Purchase
Orders conform to the terms and conditions of this Agreement and Xxxxx is in
compliance with the terms and conditions of this Agreement, then Cisco will
accept the Purchase Order. Purchase Orders shall specify a lead time not less
than Cisco's then current

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standard lead time, which shall be thirty (30) days unless Cisco notifies Xxxxx
to the contrary. Cisco shall use reasonable efforts to notify Xxxxx of the
acceptance or rejection of a purchase order within ten (10) days of receipt of
the purchase order, however, no purchase order will be binding upon Cisco until
accepted by Cisco in writing. Partial shipment of an order will not constitute
acceptance of an entire order. Cisco shall use reasonable efforts to ship
Products covered by a Purchase Order so as to ensure receipt prior to the
corresponding confirmed delivery date. Xxxxx'x sole and exclusive remedy if
Cisco fails to so ship such Products at that time shall be to require Cisco to
reschedule delivery within fourteen (14) days of the original scheduled delivery
date.

4.3 Forecasts. Not less than five (5) days after the Effective Date, Xxxxx
shall deliver to Cisco its good faith, non-binding forecast of Xxxxx'x estimated
demand for the during the first two (2) calendar quarter of the Purchase Period.
Xxxxx shall deliver to Cisco a good faith, non-binding forecast for each
additional calendar quarter at least sixty (60) days prior to the commencement
of such calendar quarter. The submission of a forecast shall not require Xxxxx
to make any purchases and does not constitute an order.

4.4 Cancellation. Xxxxx may cancel, postpone or reschedule delivery of the
Products ordered pursuant to Purchase Orders upon notice to Cisco prior to
scheduled delivery as set forth below. Any cancellation of delivery of the
Products less than ninety (90) days prior to the scheduled delivery date shall
be subject to a cancellation charge to Xxxxx based on the table below. A
postponement or postponements which are to a date more than thirty (30) days
after the original scheduled delivery date and which are made at Xxxxx'x request
may at Cisco's option by written notice to Xxxxx be treated as a cancellation
pursuant to this Section 4.4. The provisions of this Section 4.4 shall survive
any termination of this Agreement with respect to Purchase Orders issued prior
to such termination.

Cancellation
Number of Days Charge
Before Scheduled (Percentage of
Delivery (Purchase Price):
----------------- ------------------

More than 90 days [***]
90 days - 61 days [***]
60 days - 46 days [***]
45 days - 31 days [***]
30 days or less [***]

5. DELIVERY TITLE AND SHIPMENT

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5.1 Delivery. Delivery ("Delivery") will be made Ex Works Cisco's facility
at the address listed above per INCOTERMS 1990.

5.2 Title. Title for the Products, except as to Software, and risk of loss
or damage shall pass to Xxxxx as of Delivery.

5.3 Shipping. All Products delivered pursuant to the terms of this
Agreement shall be suitably packed for shipment in shipping cartons reasonably
designed to prevent damage, marked for shipment to the address specified in
Xxxxx'x Purchase Order (which may be Xxxxx'x customer's address), and delivered
to a carrier or forwarding agent chosen by Xxxxx. Should Xxxxx fail to designate
a carrier, forwarding agent or type of conveyance, Cisco shall make such
designation in conformance with its standard shipping practices.

6. PAYMENT AND REPORTS

6.1 Payment Terms. Xxxxx shall pay for the Products delivered hereunder in
US dollars, net thirty (30) days from the later of Delivery or the date of
Cisco's invoice. Overdue payments shall be subject to a monthly charge of the
lesser of [***] per month or the maximum rate allowed by law. Cisco reserves the
right to change credit terms, when, in Cisco's sole opinion, the financial
condition and past payment history of Xxxxx so warrant such a change. Any such
change in the credit terms provided herein will be notified to Xxxxx. Xxxxx will
pay all of Cisco's costs and expenses (including reasonable attorneys' fees) to
enforce and preserve Cisco's rights under this Section 6.1. In the event that
Xxxxx becomes delinquent in the payment of any sum due hereunder, Cisco may
suspend performance until such delinquency is corrected.

6.2 Taxes. Xxxxx shall pay sums equal to taxes (including, without
limitation, sales, withholding, value-added and similar taxes) and customs
duties paid or payable (however designated, levied, or based) on amounts payable
to Cisco hereunder or on Xxxxx'x or a Xxxxx customer's use or possession of the
Products under or in accordance with the provisions of this Agreement, but
exclusive of national and local taxes based on Cisco's net income.

6.3 Reports. Xxxxx shall provide Cisco monthly point of sale reports
showing the following information:

(a) sales activity the preceding calendar month,

(b) end user's and purchaser's name, vertical market, and ship-to
(country, state, province, city, zip/postal code, and

(i) units sold but not installed or not consigned, and

(ii) units on loan, under evaluation or demonstration.

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Each piece of information indicated above shall come in separate fields. The
reports shall be delivered to Cisco in electronic, delimited text format to:
Shastri Divakaruni (e-mail: xxxxxxx@xxxxx.xxx, phone: 000-000-0000). This
information shall be subject to the confidentiality obligations set forth in
Section 16 and shall not be used for competitive purposes.

7. ACCEPTANCE

Xxxxx or its designated party shall inspect the Products within thirty
(30) days of Delivery. Any Product which fails to conform to the specifications
(as attached hereto as Appendix B) may be rejected by Xxxxx and returned to
Cisco in accordance with the procedure described in Section 8.3, for repair or
replacement, at Cisco's option. Any Products not so rejected will be deemed
accepted at the end of the thirty (30) day period.

8. WARRANTY AND IN-WARRANTY REPLACEMENT

8.1 Products Warranty. For a period of [***] from the date of Delivery
(the "Warranty Period"), Cisco warrants that the hardware portions of the
Products shall be free of defects in material and workmanship. In the event that
Cisco receives notice from Xxxxx during the Warranty Period that any Product
does not conform to the requirements of this warranty, Cisco shall, at its
option, repair or replace the non conforming Products. Products repaired or
replaced shall be rewarranted for [***] in accordance with the above.

8.2 Software Warranty. Cisco warrants that the media on which the Software
is recorded will be free from defects in materials and workmanship under normal
use for a period of [***] from the date of delivery. Xxxxx'x sole and exclusive
remedy, and Cisco's sole and exclusive liability, under this warranty will be
replacement of the media.

8.3 Warranty Procedures. An item may only be returned with the prior
written approval of Cisco in accordance with Cisco's standard warranty
procedures. Once Cisco authorizes the return of any defective item, Xxxxx will
ship such Product to the designated repair facility, freight prepaid, in its
original shipping container or in a container of equivalent protective
constitution. All other fees (including but not limited to customs clearance)
shall be borne by Xxxxx. Any transportation costs incurred in connection with
the re-delivery of a repaired or replaced item to Xxxxx shall be borne by Cisco,
provided that such costs shall be borne by Xxxxx if Cisco reasonably determines
that the item is not nonconforming. If Cisco reasonably determines that the
allegedly defective item is not covered by the terms of the warranty provided
hereunder or that a warranty claim is made after the warranty period, the cost
of repair by Cisco, including all shipping expenses, shall be reimbursed by
Xxxxx. CISCO SHALL HAVE NO LIABILITY WITH RESPECT TO DATA CONTAINED IN ANY
SYSTEM RETURNED TO CISCO.

8.4 Exclusions. The express warranties set forth in Sections 8.1 and 8.2
above shall not apply to defects in Products: (i) caused through no fault of
Cisco during shipment to or from Xxxxx, (ii) caused by the use or operation of
Products in an application or environment other than that intended or
recommended by Cisco, (iii) caused by any of Xxxxx'x Boards or any other

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components, software or materials supplied by Xxxxx, (iv) caused by integration
services performed by Xxxxx, (iv) caused by modifications or alterations made to
the Products by any party other than Cisco, (vi) caused by the unauthorized use
of the Products by Xxxxx, a customer or any other third party, (vii) caused by
failure of Xxxxx to comply with any of the return procedures specified in this
Agreement, or (viii) which are the result of the Products being subjected to
unusual physical or electrical stress.

8.5 Stored Data. Xxxxx will be responsible for saving or backing up data
contained in any Product returned to Cisco for in-warranty or out-of-warranty
repairs or service. CISCO WILL HAVE NO RESPONSIBILITY FOR SUCH DATA AND WILL
HAVE NO LIABILITY ARISING OUT OF ANY DAMAGE TO OR LOSS OF SUCH DATA WHILE THE
PRODUCT IS IN CISCO'S POSSESSION.

8.6 Disclaimer. EXCEPT FOR THE ABOVE EXPRESS WARRANTIES SET FORTH IN
SECTIONS 8.1 AND 8.2 ABOVE, CISCO MAKES AND XXXXX RECEIVES NO WARRANTIES OR
CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS
AGREEMENT OR PRIOR COMMUNICATION WITH XXXXX, AND CISCO SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OF SOFTWARE OR HARDWARE. CISCO
DOES NOT WARRANT OR REPRESENT THAT ALL ERRORS IN THE SOFTWARE OR ASSOCIATED
DOCUMENTATION WILL BE CORRECTED.

9. OUT-OF-WARRANTY REPAIR AND SPARE PARTS

Cisco shall provide out-of-warranty repair and spare parts for all
Products purchased under this Agreement for a period of one (1) year after the
termination or expiration of this Agreement in accordance with Cisco's then
standard policy, or any Xxxxx Service Agreement in effect between the parties.
Repairs and spare parts shall be warranted for ninety days, subject to the terms
and conditions of warranty set forth in Section 8, above.

10. SUPPORT

10.1 Product and Software Support. Xxxxx will be responsible for providing
direct support to its customers for the Products and Software, including all
Xxxxx 0 Xxxxxxx xxx Xxxxx 0 Xxxxxxx, as defined below. Cisco will provide Level
3 Support, as defined below, to Xxxxx. Cisco's support will be provided and
billed to Xxxxx on a time and materials basis. Xxxxx agrees to provide Cisco a
telephone call transfer mechanism for Xxxxx service calls intended for Xxxxx but
received by Cisco. The companies each designate an engineer as the single point
of contact for support requests from Xxxxx as follows: for Cisco: initially
Shastri Divakaruni (e-mail: xxxxxxx@xxxxx.xxx, phone: 000-000-0000) but only
until such time as Cisco notifies Xxxxx in writing of another point of contact,
and for Xxxxx: Xxxxx Xxxxx. Either party may change the point of contact by
prior written notice to the other party. The Cisco engineer shall be available
by pager Monday through Friday, 9:00 am - 5:00 PM Pacific Time, excluding Cisco
holidays.

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For purposes of this Agreement, xxxxx 0, xxxxx 0 and level 3 support shall have
the meanings set forth below:

(a) "Level 1 Support" includes the ability to provide general Product and
Software information and configuration support; collect relevant technical
problem identification information; perform base problem determination; provide
basic support on the standard protocols and features,

(b) "Level 2 Support" includes Level 1 Support plus the ability to support
problem isolation and Product or Software specification defect determination;
provide lab simulation and interoperability testing; define an action plan;
analyze traces; provide advanced support on all protocols and features;
reproduce problems in a lab, diagnose problems remotely and provide Cisco with
complete steps to reproduce a problem.

(c) "Level 3 Support" includes fixing only those problems identified and
proven unambiguously to be in Product or Software. Such Level 3 Support shall
terminate upon the earlier to occur of the termination or expiration of this
Agreement or thirty-six (36) months from the First Customer Shipment (FCS) of
the Software. The requirement for Cisco to provide level 3 support is as
follows:

- Interface for the support is through Xxxxx Engineering. Only 1 to 2 engineers
will be designated as point of contact for this interface.

- Xxxxx Engineer(s) should be familiar with the product.

- Xxxxx engineering will first reproduce, isolate and identify the problem in
Product or Software before requesting the support.

- Problem has to be well documented and sent to Cisco engineering contact,
preferably by email.

- Xxxxx will provide at least two fully functional systems with their service
modules for the purpose of debugging and fixing the problem. Xxxxx will also
assist Cisco engineer in configuring the system for the required application.

10.2 No Software Revisions. Cisco will not be required to provide any new
feature releases of Software to Xxxxx.

10.3 Documentation. Cisco shall provide Xxxxx with documentation
("Documentation") free of charge, in order to permit Xxxxx to sell and support
the Products efficiently. All such documentation will be camera ready and will
also be provided in electronic format stored in a manner acceptable to Xxxxx.
Cisco hereby grants Xxxxx a fully paid, non-exclusive license to modify, use,
incorporate and reproduce such documentation, provided that either Cisco or
Xxxxx'x copyright notice is reproduced on all such Documentation. Xxxxx shall be
solely responsible for the accuracy of all of its modifications.

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11. AGENCY COMPLIANCE AND CERTIFICATION RESPONSIBILITIES.

11.1 Xxxxx will be solely responsible for EMI/RFI, Immunity, Safety and
Homologation of the Products as integrated with Xxxxx'x Boards. These
responsibilities may include, but are not limited to, the following:

(a) Translation into English of specifications and other documents
from local regulatory agencies and/or test houses,

(b) Acquisition of technical standards, regulatory procedures and
forms,

(d) Product testing, debugging and fixing problems to meet
regulatory compliance requirements,

(e) Coordination of any field trials which may be required.

11.2 Cisco may, in its sole discretion, provide Xxxxx with assistance in
connection with Xxxxx'x compliance activities.

12. DESIGN, PURCHASE AND MANUFACTURING RIGHTS.

12.1 Design License for the Products. Contemporaneously with the execution
of this Agreement, the parties shall execute the Technology Agreement pursuant
to which Cisco shall grant to Xxxxx an irrevocable, fully paid up, worldwide,
non-exclusive right and license to the design of a specified subset of the
Products for purposes of permitting Xxxxx to modify such design and to make or
have made derivatives of the Products for sale by Xxxxx.

12.2 Cisco's Purchase Rights. In the event that Cisco elects to become an
OEM reseller or integrator of Xxxxx'x AirStar system, Xxxxx agrees to grant
Cisco the following rights:

(a) Cisco may purchase from Xxxxx'x suppliers Xxxxx'x Board and any
new version of Xxxxx'x Board which incorporates upgrades, enhancements,
modifications or improvements made by Xxxxx. Xxxxx agrees upon Cisco's request
to arrange for Cisco to make purchases of Xxxxx'x Board directly from Xxxxx'x
suppliers upon the same price, terms and conditions as Xxxxx purchases Xxxxx'x
Board.

(b) Cisco may purchase AirStar systems, including Xxxxx'x Board (and
any new version of Xxxxx'x Board which incorporates upgrades, enhancements,
modifications or improvements made by Xxxxx) directly from Xxxxx for a price,
and under terms and conditions, no less favorable than Xxxxx offers its most
favored customer purchasing similar volumes of products in similar
circumstances. The parties agree that this subsection does not permit Cisco to
purchase custom versions of the AirStar systems or Xxxxx'x Boards, where custom
is defined to include versions of such products that are developed for sale to a
single customer or that are developed as a result of customer funded research
and development.

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(c) Cisco may resell and distribute Xxxxx'x Boards and the AirStar
system directly to end-users or indirectly to end users through Cisco's
distributors, systems integrators, value added resellers and resellers.

If appropriate, the parties shall negotiate in good faith the terms and
conditions of an OEM agreement for Xxxxx'x Board and the AirStar system. Cisco
agrees not to reverse engineer Xxxxx'x Board or to decompile, reverse engineer
or otherwise attempt to gain access to the source code for Xxxxx'x Board.

12.3 Limitation. Except as expressly set forth in this Agreement the
Technology Agreement referenced above, Cisco does not grant and Xxxxx does not
receive any additional rights or licenses, including, without limitation, rights
to use any Cisco trade name, trademark or trade dress or the right to use the
design of the Product for any purpose other than manufacture and sale of
derivative Products integrated with Xxxxx'x Board.

13. TERM

13.1 Term. This Agreement shall commence as of the Effective Date and
shall continue through the Purchase Period, unless earlier terminated in
accordance with this Section 13. Termination shall not excuse either party from
payment of amounts owed to the other party prior to termination.

13.2 Termination for Breach. Either party may terminate this Agreement
and/or cancel any or all Purchase Orders for undelivered Products upon written
notice to the other party if such other party fails to correct any failure to
fulfill any of its obligations under this Agreement, within thirty (30) days
after receipt of notice specifying such failure, except in the case of breaches
of the payment obligation, where termination shall be effective fifteen (15)
days from the date of notice if the default is not cured. Termination shall not
be deemed an exclusive remedy, and the parties shall retain any right to seek
other remedies in law or equity which might be available on account of breach of
the Agreement.

13.3 Termination by Cisco. Cisco may terminate the Agreement upon thirty
(30) days' written notice to Xxxxx in the event there is a change of control of
Xxxxx resulting in any of the competitors of Cisco named in Appendix C acquiring
control of Xxxxx; provided, however, that Xxxxx shall be permitted to place a
"last time" purchase order for Products within such the thirty (30) day period
following Cisco's notice. A change of control is deemed to occur if (a) 50% or
more of the voting stock of Xxxxx is acquired, directly or indirectly, by a
third party, (b) if a third party is able to appoint or cause to be appointed a
majority of the members of the board or directors of Xxxxx, or otherwise control
the management of Xxxxx or, in the event that Xxxxx is not organized as a
corporation, if a third party is able to appoint or cause to be appointed a
majority of the management committee of Xxxxx, or (c) if all or substantially
all of Xxxxx assets are acquired or transferred to a third party by merger,
acquisition or other form of consolidation.

13.4 No Liability For Expiration or Dealer Termination. Cisco shall not,
by reason of the expiration or termination of this Agreement, be liable to Xxxxx
for compensation,

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reimbursement or damages on account of any loss of prospective profits or
anticipated sales or on account of expenditures, investments, leases, or
commitments made in connection with this Agreement or the anticipation of
extended performance hereunder.

13.4 Survival. The provisions of Sections 6, 8, 9, 10, 11, 14, 15, 16 and
17 shall survive any termination or expiration of this Agreement.

14. LIMITATION OF LIABILITY. CISCO'S LIABILITY ARISING OUT OF THIS AGREEMENT
AND/OR SALE OF THE PRODUCTS SHALL BE LIMITED TO THE LESSER OF $500,000 OR THE
AMOUNT PAID BY XXXXX TO CISCO IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT
WHICH GAVE RISE TO THE LIABILITY. IN NO EVENT SHALL CISCO HAVE ANY LIABILITY FOR
ANY LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF
THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION,
THOSE RESULTING FROM THE USE OF PRODUCTS PURCHASED HEREUNDER, OR THE FAILURE OF
THE PRODUCTS TO PERFORM, OR FOR ANY OTHER REASON. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE
PARTIES AGREE THAT THEY ARE EACH SOPHISTICATED ENTITIES KNOWLEDGEABLE ABOUT
TELECOMMUNICATIONS PRODUCTS, AND THIS LIMITATION IS REASONABLE AND NEGOTIATED
FOR CONSIDERATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

15. INTELLECTUAL PROPERTY INDEMNIFICATION.

15.1 Cisco's Obligation.

(a) Indemnity. Cisco agrees to defend and hold Xxxxx harmless against any
loss, liability or expense (including reasonable attorneys fees) paid to third
parties arising from any action or claim brought or threatened against Xxxxx
alleging that the Products under normal use infringe any third party's patent,
copyright, trademark, trade secret or other intellectual property right. Cisco
will be released from its obligations under this Section 15.1 unless Xxxxx
provides Cisco with (i) prompt written notice of such claim or action, (ii) sole
control and authority over the defense or settlement of such claim or action and
(iii) proper and full information and reasonable assistance to defend and/or
settle any such claim or action.

(b) Remedy. In the event that the Products are held, or in Cisco's sole
opinion, may be held to constitute such an infringement, Cisco may, at its
option and expense, (i) obtain for Xxxxx the right to continue to use such
Products as intended or (ii) modify the Products so that they become
non-infringing. If neither of the foregoing alternatives is in Cisco's sole
opinion reasonably available to Cisco, Cisco shall accept return of the
infringing Products and refund to Xxxxx the depreciated value of the Products,
as measured over a thirty-six (36) month life span.

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13

(c) Limitations. Notwithstanding the provisions of Section 14 above, Cisco
assumes no liability for infringement claims arising from (i) combination of the
Products with other products not provided by Cisco, where the Products alone
would not infringe, (ii) the modification of the Products unless such
modification was made or authorized by Cisco, where such infringement would not
have occurred but for such modifications, (iii) integration of Xxxxx'x Boards
and the Product, where such infringement would not have occurred but for such
integration, (iv) Cisco's compliance with specifications provided by Xxxxx, (v)
any marking or branding placed on the Products by, or at the request of, Xxxxx,
or (vi) any third-party products furnished hereunder to complete Xxxxx'x order
which are not ordinarily supplied by Cisco. Further, Xxxxx agrees to defend and
hold Cisco harmless against any loss, liability or expense (including reasonable
attorneys' fees) paid to third parties arising from any action or claim brought
or threatened against Cisco and based on or as a result of any or items (i)
through (vi) above.

(d) DISCLAIMER. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS
OF CISCO AND THE EXCLUSIVE REMEDY OF XXXXX, WITH RESPECT TO ANY ALLEGED OR
ACTUAL INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, TRADEMARKS OR OTHER
INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS.

16. CONFIDENTIAL INFORMATION PROPRIETARY RIGHTS

16.1 Confidentiality. All confidential information disclosed by either
party to the other in connection with this Agreement shall be subject to the
provisions of the Mutual Nondisclosure Agreement dated and effective February 5,
1998 between Cisco and Xxxxx.

16.2 Proprietary Rights. Xxxxx shall not remove any proprietary notices
incorporated in, marked on, or fixed to the Products by Cisco. Xxxxx confirms
that Cisco owns all right, title, and interest in the product lines that include
the Products and in all of Cisco's patents, trademarks, trade names, inventions,
copyrights, know-how, and trade secrets relating to the design, manufacture,
operation or service of the Products. The use by Xxxxx of any of these property
rights is authorized only to the extent expressly provided in this Agreement and
only for the purposes herein set forth, and upon termination of this Agreement
for any reason such authorization shall cease. The Products are sold and the
Software is licensed by Cisco subject, in every case, to the condition that such
sale or license does not convey any license, expressly or by implication, to
manufacture, duplicate, or otherwise copy or reproduce the Products or Software,
through reverse engineering or any other means. Xxxxx agrees to take appropriate
steps with its customers, as Cisco may request, to inform them of and assure
their compliance with the restrictions contained in this Section 16.2. Nothing
herein shall grant to Xxxxx any right, title or interest in such trademarks. At
no time during or after the term of this Agreement shall Xxxxx challenge or
assist others to challenge the trademarks or the registration thereof or attempt
to register any trademarks, marks or trade names confusingly similar to the
trademarks.

17. MISCELLANEOUS

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14
17.1 Assignment. This Agreement and all rights and obligations hereunder,
excepting the right to receive payment, are personal to the parties hereto and
may not be assigned in whole or in part by either party without the prior
written consent of the other, except pursuant to a merger, consolidation or sale
or substantially all of the assets or capital stock of the assigning party which
does not result in termination of this Agreement under Section 13.3.

17.2 Governing Law. This Agreement shall be construed and the respective
rights of the parties hereto determined according to the laws to the State of
California, without giving effect to the principles of conflict of laws thereof.
The 1980 United Nations Convention on Contracts for the International Sale of
Goods shall not apply.

17.3 Venue. The exclusive jurisdiction and venue of any action with
respect to the subject matter of this agreement shall be the state courts for
the State of California for the County of Santa Xxxxx or the United States
District Court for the Northern District of California and each party submits
itself to the exclusive jurisdiction and venue of such courts for the purpose of
any such action.

17.4 Export Controls. Cisco and Xxxxx shall comply in all respects with
all United States laws and regulations as will from time to time govern the
license and delivery of technology and Products abroad by persons subject to the
jurisdiction of the United States, including the Export Administration Act of
1979, as amended, any successor legislation, and the Export Administration
Regulations issued by the Department of Commerce, International Trade
Administration, Bureau of Export Administration.

17.5 Notices. All notices, waivers and consents in connection with this
Agreement shall be in writing and shall be deemed given when delivered by hand
or received by certified mail, postage prepaid, return receipt requested, or
sent by facsimile transmission (confirming the same by mail) or internationally
recognized overnight courier service. All notices or communications between
Xxxxx and Cisco pertaining to this Agreement shall be addressed as follows:

If to Cisco:
Cisco Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxxxxxxxxx 00000-0000
Attn.: General Counsel

If to Netro:
Xxxxx Corporation
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Attn.: Chief Financial Officer

or to such other address as a party may direct in writing.

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17.7 Amendments. This Agreement may be amended or supplemented only in
writing designated as such an amendment or supplement and signed by a duly
authorized officer of both parties.

17.8 Waiver. Except as specifically provided in a waiver signed by a duly
authorized officer of the party seeking enforcement, the failure to enforce or
the waiver of any term of this Agreement shall not constitute the waiver of such
term at any time or in any circumstance and shall not give rise to any
restriction on or condition to the prompt, full and strict enforcement of the
terms of this Agreement.

17.9 References. The paragraph headings and the recitals used herein are
for convenience of reference only and shall not alter or affect the terms, or
interpretation, of this Agreement.

17.10 Force Majeure. Neither Cisco nor Xxxxx shall be liable to the other
for any default hereunder (other than with respect to payment) if such default
is caused by an event beyond such party's control, including without limitation
acts or failures to act of the other party, floods, fires, governmental acts or
directives, unavailability of transportation or supply, strikes and acts of God
(collectively known as a "Force Majeure Event"). In the event of a threatened
default or default as a result of any of the above causes, the defaulting party
shall exercise its best efforts to avoid and cure such default. In the event
such an event prevents performance hereunder for a period in excess of ninety
(90) days, then the non-defaulting party may elect to terminate this Agreement
and/or cancel or suspend any Purchase Orders hereunder by notice to the
defaulting party.

17.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

17.12 Publicity. Each party and their representatives shall not issue or
cause to be issued any press release, public announcement or other public
statement with respect to the transactions contemplated by this Agreement
without the prior written consent of the other party, which consent may be
withheld at such other party's sole discretion (except as required by law or
government regulation, in which case the other party shall have the opportunity
to request confidential treatment of the proposed disclosure, including
obtaining protective orders or permission to redact any information which will
be publicly available).

17.13 Mutual Release.

(a) Xxxxx'x Release. In consideration of the rights and licenses granted
to Xxxxx under this Agreement and the Technology Agreement, Xxxxx hereby
releases and forever discharges Cisco and its direct or indirect assigns,
parents, predecessors, successors, subsidiaries or affiliated corporations or
business entities, past and present, as well as its directors, officers,
partners, shareholders, agents, employees, attorneys, servants, successors and
assigns, past and present, and each of them, from any and all claims, liens,
demands, causes of action, obligations,

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damages and liabilities, known or unknown, that Xxxxx has had in the past, or
now has, or may have in the future against Cisco, or any other persons or
entities, arising directly or indirectly out of or related in any way to any
prior business dealings, negotiations, discussions or agreements between parties
or their predecessors, successors, subsidiaries or affiliated corporations or
business entities, past and present, as well as its directors, officers,
partners, shareholders, agents, employees, attorneys, servants successors and
assigns, past and present. Xxxxx agrees and covenants that it will not ever
institute any suit or action at law or in equity against Cisco by reason of any
claims or causes of action described above.

(b) Xxxxx'x Waiver of Unknown Claims. Xxxxx expressly understands and
acknowledges that it is possible that unknown losses or claims exist or that
present losses may have been underestimated in amount or severity, and that it
explicitly took that into consideration in entering into this Agreement. With
knowledge of the possibility of unknown claims, a portion of the consideration
provided for herein was given in exchange for a full accord, satisfaction and
discharge of all such claims. Consequently, Xxxxx acknowledges and agrees that
it is fully aware of and hereby waives all rights or benefits which it may now
or in the future have under the provisions of California Civil Code Section
1542, which section has been explained fully by counsel and which provides as
follows:

A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with debtor.

(c) Cisco's Release. Cisco hereby releases and forever discharges Xxxxx
and its direct or indirect assigns, parents, predecessors, successors,
subsidiaries or affiliated corporations or business entities, past and present,
as well as its directors, officers, partners, shareholders, agents, employees,
attorneys, servants successors and assigns, past and present, and each of them,
from any and all claims, liens, demands, causes of action, obligations, damages
and liabilities, known or unknown, that Cisco has had in the past, or now has,
or may have in the future against Xxxxx, or any other persons or entities,
arising directly or indirectly out of or related in any way to any prior
business dealings, negotiations, discussions or agreements between parties or
their predecessors, successors, subsidiaries or affiliated corporations or
business entities, past and present, as well as its directors, officers,
partners, shareholders, agents, employees, attorneys, servants successors and
assigns, past and present. Cisco agrees and covenants that it will not ever
institute any suit or action at law or in equity against Xxxxx by reason of any
claims or causes of action described above.

(d) Cisco's Waiver of Unknown Claims. Cisco expressly understands and
acknowledges that it is possible that unknown losses or claims exist or that
present losses may have been underestimated in amount or severity, and that it
explicitly took that into consideration in entering into this Agreement. With
knowledge of the possibility of unknown claims, a portion of the consideration
provided for herein was given in exchange for a full accord, satisfaction and
discharge of all such claims. Consequently, Cisco acknowledges and agrees that
it is fully aware of and hereby waives all rights or benefits which it may now
or in the future have under the

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provisions of California Civil Code Section 1542, which section has been
explained fully by counsel and which provides as follows:

(e) Limitation. The parties acknowledge and agree that the mutual releases
and waivers contained in Sections 17.13(a), (b), (c) and (d) above do not apply
to claims, liens, demands, causes of action, obligations, damages and
liabilities arising out of, or relating to, (1) any purchase orders for the
Products placed Xxxxx and accepted by Cisco prior to the Effective Date of this
Agreement or (2) a breach of the terms and conditions of this Agreement or the
Technology Agreement.

17.14 Entire Agreement. The Technology Agreement and this Agreement,
including any Appendices, schedules and tables attached hereto which either have
been specifically referred to herein or have been initialed by the parties,
constitute the entire agreement between the parties with respect to the subject
matter. This Agreement supersedes all prior discussions, understandings,
agreements and representations with respect to the subject matter hereof.

17.15 Relationship of the Parties. The parties are independent contractors
under this Agreement and no other relationship is intended, including a
partnership, franchise, joint venture, agency, employer/employee, fiduciary,
master/servant relationship, or other special relationship. Neither party shall
act in a manner which expresses or implies a relationship other than that of
independent contractor, nor bind the other party. The parties acknowledge and
agree that any breach of the foregoing sentence shall be deemed a material
breach of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

CISCO SYSTEMS, INC. XXXXX CORPORATION

By: /s/ CISCO SYSTEMS By: /s/ XXXXXX XXX-XXXXXX
----------------------------------- -----------------------------------
Name: Name: Xxxxxx Xxx-Xxxxxx
----------------------------------- -----------------------------------
Title: Title: CEO
----------------------------------- -----------------------------------
12/10/98

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Appendix A

1.1 Xxxxx'x Boards

XXX-X-0000-00
XXXX in Cisco Terminology

1.2 Products

PRODUCT NUMBER PRODUCT DESCRIPTION LIST PRICE
-------------- ------------------- ----------

[***]
[***] MGX8220, 16-Slot, Rack-Mount, ASC, ASC-BC [***]

[***] Redundant ASC: Includes ASC-BC [***]
[***] MGX 8220 Controller Card, Enhanced [***]
[***] Redundant ASC2: Includes ASC-BC [***]
[***] Broadband Network Module-One T3 Port [***]
[***] Broadband Network Module-One E3 Port [***]
[***] BNM Back Card with DB15 Clock Connector [***]
[***] BNM Back Card with BNC Clock Connector [***]
[***] Broadband Network Module with one SONET/SDH (155 Mbps) Port [***]
[***] BNM Back Card with a Single Mode Fiber Interface [***]

[***] Power Cord with AS 3112 Plug (Australia, New Zealand) [***]
[***] Power Cord with CEE 7/7 plug (Continental Europe) [***]
[***] Power Cord with BS 1363 plug (Great Britain, Ireland) [***]
[***] Power Cord with CEI 23-16/VII plug (Italy) [***]
[***] Power Cord with NEMA L6-20 Twistlock plug (North America) [***]

[***] CONFIDENTIAL TREATMENT REQUESTED

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[***]
MGX8220DC Power Entry Module [***]
[***]
[***] AC Power Option 1 - one 875 Watt, one AC Input [***]
[***] AC Power Option 2 - two 875 Watt, one AC Input [***]
[***] AC Power Option 3 - two 875 Watt, two AC Input [***]
[***] MGX 8220 Controller Card, Enhanced [***]
[***] MGX8220 Base Unit - Spare (without backplane) [***]
[***] MGX8220 Controller Card Back Card [***]
[***] MGX8220 Controller Card [***]
[***] AC PS Rack encl. 1 AC line input [***]
[***] AC PS Rack encl. 2 AC line inputs [***]
[***] 875 W AC Power Supply [***]
[***] Mounting Kit To Install MGX8220 Chassis In A 23" Rack [***]
[***] Mounting Kit To Install AC, Cooling or ESP in a 23" Rack [***]
[***] Shot Cable, AC Shelf to MGX8220 [***]
[***] Long Cable, AC Shelf to MGX8220 [***]

[***]

[***] MGX8220 Two Shelf Cooling [***]
[***] MGX8220 Additional Two Shelf Cooling [***]

[***]

[***] AXIS concentrator, 16-slot, rack mount, ASC, ASC-BC [***]
[***] Redundant concentrator controller - Includes the Rack Card [***]
[***] ASC back card [***]
[***] Broadband network module (BNM)-1 T3 port [***]
[***] Broadband network module (BNM)-1 E3 port [***]

[***] CONFIDENTIAL TREATMENT REQUESTED

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[***] Broadband network module (BNM)-155 Mbps [***]
[***] T3/E3 BNM back card with DB15 clock connector [***]
[***] T3/E3 BNM back card with BNC clock connector [***]
[***] OC-3/STM-1 BNM back card [***]
[***] Firmware media kit for use with AXIS concentrator [***]

[***] CONFIDENTIAL TREATMENT REQUESTED

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1.3 SOFTWARE

Cisco will modify its basic [***] software for Xxxxx. The Xxxxx version will
support connection to BPX through the standard UNI format mode and will have
substantially the same functionality and performance as the basic [***]
software, except for the following changes and feature restrictions:

(1) This new release of software for Xxxxx will be called "XXXXX.019" or
XXXXX.Oxxx

(2) The existing AXIS default prompt would be changed to XXXXX and would look
like "XXXXX.ShelfName.Shelf #.ShelfStatus" where ShelfStatus of "a" means active
and "s" means standby.

(3) The standard prompt would look like "ShelfName.Shelf #.ShelfStatus"

(4) XXXXX.Oxxx s/w release would only support [***] and a choice of [***] or
[***] or [***].

(5) XXXXX.Oxxx s/w release would not recognize and support [***] or [***].

(6) XXXXX.Oxxx s/w release would only recognize and support Xxxxx [***] in a
bounded Axis shelf. Any other type of [***] would be supported.

(7) XXXXX.Oxxx would not include any [***] contents.

(8) XXXXX.Oxxx would not support [***].

(9) XXXXX.Oxxx uplink interface will only support [***] format.

(10) XXXXX.Oxxx s/w release would not provide any support for [***], policing or
congestion management.

(11) XXXXX.Oxxx s/w would not provide any [***], for example, services and
protocols specific to [***], [***], [***], [***], [***] etc.

[***] CONFIDENTIAL TREATMENT REQUESTED

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XXXXXXXX X

Specifications for the Product

Cisco MGX 8220 Specifications

MECHANICAL CONFIGURATION

- [***] Slots

[***] slots reserved for [***]

[***] slots reserved for [***] Not Included in the Product

Ten available for function modules - Not provided by Cisco

DIMENSIONS

- 8.75 x 17.45 x 20 in. (21.8 x 43.6 x 50 cm)

- 19 in. (48.3 cm) rack mountable

POWER REQUIREMENT

- 48 VDC or 000/00XXXX

- 000 xxxxx

- Xxxxxxxxx power feeds

CAPACITY

- [***] Mbps ATM cell bus

SUBSCRIBER INTERFACES

- Provided by Xxxxx Service modules

- TRUNK INTERFACES

- [***]

- Redundancy

- [***] optional common equipment redundancy

- [***] redundancy support for Xxxxx BWSM

NETWORK MANAGEMENT

- Simple Network Management Protocol (SNMP) configuration and monitoring

- Trivial File Transfer Protocol (TETP) software download

- TFTP statistics collection

- Connection Management Permanent virtual circuits (PVCs)

[***] CONFIDENTIAL TREATMENT REQUESTED

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Appendix C

List of Cisco's Competitors

[***]

And any subsidiaries or controlled affiliates of the above.

[***] CONFIDENTIAL TREATMENT REQUESTED

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