0001239289-03-000005 Sample Contracts

SECURITY AGREEMENT (Accounts Receivable—Financing)
Security Agreement • September 25th, 2003 • Tii Network Technologies Inc • Switchgear & switchboard apparatus • New York

We propose the following arrangements with you, effective as of the date of your acceptance, wherein you may make loans and advances to us in accordance with the terms, provisions and conditions hereinafter stated:

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AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • September 25th, 2003 • Tii Network Technologies Inc • Switchgear & switchboard apparatus

AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) dated as of June 5, 2003 to “EMPLOYMENT AGREEMENT” dated as of September 2, 2000 (the “Employment Agreement”) between Kenneth A. Paladino (hereinafter referred to as “Employee”) and TII Network Technologies, Inc. (hereinafter referred to as “Company”).

SECURITY INTEREST IN INVENTORY UNDER UNIFORM COMMERCIAL CODE SUPPLEMENT TO SECURITY AGREEMENT (ACCOUNTS RECEIVABLE - FINANCING) CONTRACT
Security Agreement • September 25th, 2003 • Tii Network Technologies Inc • Switchgear & switchboard apparatus

This is a supplement to our Security Agreement - (Accounts Receivable Financing) with you bearing the effective date of September 17, 2003. It is hereby incorporated therein, shall have a term concurrent therewith and is deemed in all respects a part thereof.

GUARANTY MILBERG FACTORS, INC. 99 Park Avenue New York, NY 10016 Gentlemen:
Tii Network Technologies Inc • September 25th, 2003 • Switchgear & switchboard apparatus

In order to induce you to enter into a certain Security Agreement - Accounts Receivable Financing bearing the effective date of September 17, 2003, with TII NETWORK TECHNOLOGIES, INC. at 1385 Akron Street, Copiague, NY 11726 (hereinafter referred to as the “Client”) and/or to induce you to refrain at this time from terminating said agreement and/or in consideration of any loans, advances, payment, extensions of credit, benefits or financial accommodations heretofore or hereafter made, granted or extended by you or which you have or will become obligated to make, grant or extend to or for the account of the Client, the undersigned (and each of them if more than one) guarantees without deduction by reason of set-off, defense, or counterclaim of any party, or loss of contribution from any co-guarantor hereunder, the due performance of all of the Client’s contracts and agreements with you, both present and future and any and all subsequent renewals, extensions, continuations, modifications

SECURITY AGREEMENT-GOODS AND CHATTELS To: MILBERG FACTORS, INC. 99 PARK AVENUE NEW YORK, NEW YORK 10016 Gentlemen:
Security Agreement • September 25th, 2003 • Tii Network Technologies Inc • Switchgear & switchboard apparatus
SEVENTH AMENDMENT TO EQUIPMENT LEASE
Equipment Lease • September 25th, 2003 • Tii Network Technologies Inc • Switchgear & switchboard apparatus • Puerto Rico

SEVENTH AMENDMENT, dated as of June 17, 2003 (the “Sixth Amendment”), to Equipment Lease dated July 18, 1991 (the “Equipment Lease”) between PRC Leasing, Inc., a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (herein called “Lessor”), and TII Network Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware and authorized to do business in Puerto Rico (herein called “Lessee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT TIMOTHY J. ROACH AND TII NETWORK TECHNOLOGIES, INC.
Employment Agreement • September 25th, 2003 • Tii Network Technologies Inc • Switchgear & switchboard apparatus • New York

This AGREEMENT, effective as of the 1st day of July, 2003, by and between TII Network Technologies, Inc., a Delaware corporation (hereinafter designated and referred to as “Company”), and Timothy J. Roach (hereinafter designated and referred to as the “Employee”).

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