Hardware and Software Technology Licensing Agreement - Advanced Telecommunications Modules Ltd., Advanced Telecommunications Modules Inc. and Com21 Inc.


              HARDWARE AND SOFTWARE TECHNOLOGY LICENSING AGREEMENT

This agreement is made as February 1, 1996 by and between Advanced
Telecommunications Modules Limited whose registered office is at Mount Pleasant
House, 2 Mount Pleasant, Cambridge CB3 0BL ('ATML') and its affiliate Advanced
Telecommunications Modules, Inc.; and Com21, Inc. at 1991 Landings Drive,
Mountain View, California USA 94043 ('Licensee')

WHEREAS:

ATML develops and markets computer communications software and hardware and
Licensee wishes to license such technology on the terms of this license.

NOW IT IS AGREED:

1.         INTERPRETATION

1.1        In this Agreement, save where the context otherwise requires, the
           following words and phrases shall have the following meanings:

           'Affiliate'                any Holding or Subsidiary company of any
                                      company and any Subsidiary or Holding
                                      company of any such Holding company of
                                      such company

           'Agreement'                this agreement together with all of its
                                      Schedules

           'Designated Equipment'     the equipment specified in Schedule 2 as
                                      amended from time to time by the written
                                      agreement of the parties

           'Documentation'            any documentation supplied to Licensee by
                                      ATML from time to time during the
                                      continuation of this Agreement and which
                                      relates to the Licensed Technology

           'Generated                 Technology' all software programs
                                      generated from, or in connection with, or
                                      by the use of, the Licensed Software and
                                      all hardware generated from or in
                                      connection with or by the use of the
                                      Licensed Hardware and all modified,
                                      enhanced, updated, revised or additional
                                      versions and releases (including new
                                      releases) thereof

           'Intellectual              Property Rights' patents, trade marks,
                                      service marks, registered designs and
                                      applications for any of the foregoing,
                                      copyright, know-how confidential
                                      information, trade or business names,
                                      design rights and any other similar rights
                                      protected in any country

           'Licensed Hardware'        the hardware specified in Part 2 of
                                      Schedule 1, as amended from time to time

           'Licensed Software'        the software specified in Part I of
                                      Schedule I as amended from time to time

           'Licensed Technology'      together the Licensed Hardware and the
                                      Licensed Software


           'Maintenance Services'     the maintenance services to be provided by
                                      ATML to Licensee in






                                      accordance with Schedule 3 and clause 3

           'Maintenance Services Fee' the fee for the Maintenance Services set
                                      out in Clause 5 of this agreement and as
                                      amended from time to time by ATML

           'Object Code'              the directly executable program in binary
                                      code derived from Source Code using a
                                      compiler or otherwise

           'Price'                    the license fee specified in Clause 5

           'Royalty'                  the royalty payable by Licensee to ATML in
                                      accordance with the terms of Schedule 4
                                      and Clause 5

           'Source                    Code' all material necessary to enable a
                                      programmer of reasonable skill and
                                      experience to maintain and enhance
                                      software, including but not limited to,
                                      logic, logic diagrams, flow charts,
                                      orthographic representations, algorithms,
                                      routines, sub-routines, utilities,
                                      modules, file structures, coding sheets,
                                      specifications and the program
                                      instructions

           'Territory'                the territory specified in Schedule 5

1.2        The headings to the clauses of this Agreement are for ease of
           reference only and shall not affect the interpretation or
           construction thereof.

1.3        Reference to any statute or statutory provision includes a reference
           to that statute or statutory provision as from time to time amended
           extended or re-enacted.

1.4        Words importing the singular number shall include the plural and vice
           versa, words importing any gender shall include all other genders,
           words importing persons shall include bodies corporate,
           unincorporated associations and partnerships and vice versa and
           references to the whole shall include the part and vice versa.

2.         EXTENT OF LICENSE

2.1        ATML grants to Licensee for the term of this Agreement a
           non-exclusive, non-transferable and royalty bearing license under all
           applicable patents, copyrights, and trade secrets in the Territory,
           to:

           2.1.1     use, copy and modify the Source Code and Object Code of the
                     Licensed Technology and create derivative works of the
                     Licensed Technology for use on or in the course of the
                     operation of the Designated Equipment only; and

           2.1.2     grant non-exclusive, non-assignable sub-licenses of the
                     Object Code of the Licensed Technology and the Object Code
                     of the Generated Technology to any third party for such
                     third party to use on or in the course of the operation of
                     the Designated Equipment; and

           2.1.3     use and copy the Documentation for its own internal use;

           2.1.4     sub-license the Object Code of the Licensed Technology and
                     the Object Code of the Generated Technology to U.S.
                     Government agencies PROVIDED THAT if a sub-license is
                     granted to any unit or agency of the United States
                     Government the sub-license shall contain legends in the
                     form or substantially similar to the following provisions:







                     2.1.4.1   For units of the Department of Defense:

                               The Licensed [Software] is commercial computer
                               software as defined in 48 C.F.R.211 and therefore
                               is provided to units of the Department of Defense
                               under the terms of this agreement for the
                               Licensed [Software]. In the alternative, if 48
                               C.F.R.211 is not invoked, the Licensed [Software]
                               is licensed as follows: Restricted rights Legend:
                               Use, duplication, or disclosure by the United
                               States Government is subject to restrictions as
                               set forth in subparagraph (c)(1)(ii) of the
                               Rights in Technical Data and Computer Software
                               Clause at 48 C.F.R.52.227-7013, LICENSEE's name
                               and address.

                     2.1.4.2   For civilian agencies:

                               Restricted Rights Legend: Use, reproduction, or
                               disclosure is subject to restrictions set forth
                               in subparagraph (a) through (d) of the Commercial
                               Computer Software Restricted Rights clause at 48
                               C.F.R.52.227-19 and the limitations set forth in
                               LICENSEE's standard commercial agreement for the
                               software. Unpublished rights reserved under the
                               copyright laws of the United States.

           2.1.5     use, copy and modify the Licensed Technology listed in
                     Schedule 1, which include all related firmware software,
                     hardware drawings, schematics, bills of material, parts and
                     component specifications, manufacturing processes and
                     procedures, internal design drawings, and design and
                     manufacturing drawings. As part of the maintenance
                     contract, ATML will timely provide the same information
                     regarding updates, changes, modifications and enhancements
                     to this Licensed Hardware.

2.2        This License permits use of the Licensed Technology only to the
           extent that such use is necessary for the purposes specified in
           sub-clause 2.1 but is subject to Licensee satisfying the following
           conditions:

           Licensee shall:

           2.2.1     include all such copyright and other proprietary rights
                     notices on any products incorporating any Licensed
                     Technology as ATML shall from time to time specify in
                     writing that provides sufficient notice necessary to
                     protect ATML's intellectual property; and

           2.2.2     not, and shall contract with its sub-licensees of the
                     Licensed Technology or the Generated Technology that they
                     shall not, copy the Licensed Technology or the Generated
                     Technology other than in accordance with the express terms
                     of this Agreement; and

           2.2.3     exclude liability of ATML and its Affiliates in respect of
                     the Licensed Technology and the Generated Technology to the
                     full extent legally possible in all its dealings with or
                     exploitation of the same and contract with its
                     sub-licensees; and

           2.2.4     reasonably notify ATML of all geographical areas where the
                     Licensed Technology and/or the Generated Technology (or any
                     part thereof) will be licensed, or otherwise released by or
                     through or on behalf of it, to enable ATML to consider
                     local legal requirements for the protection of the
                     Intellectual Property Rights in the Licensed Technology, in
                     those jurisdictions; and

           2.2.5     include in all sub-licenses and other agreements in respect
                     of the Licensed Technology and/or Generated Technology (or
                     any of them) a provision to make it clear that ATML does
                     not accept any liability for the supply of any upgrades or
                     maintenance of any kind in relation to the Licensed
                     Technology or the Generated Technology; and

           2.2.6     where the Licensed Technology and/or the Generated
                     Technology is sub-licensed within the European Union the
                     Licensee shall include in all sub-licenses and other
                     agreements a clause in the






                     following terms:

                     '[Sub-licensee] shall not modify, enhance, decompile,
                     disassemble or reverse engineer the [Licensed
                     Technology/Generated Technology]. Information necessary to
                     achieve inter-operability of the [Licensed
                     Technology/Generated Technology] with other programs is
                     available from [Licensee],'

           2.2.7     not deface, remove, obliterate or otherwise interfere with
                     any copyright notice of ATML on the Licensed Technology and
                     Documentation and all copies thereof; and

           2.2.8     pay all Royalties and the Price when they fall due; and

           2.2.9     notify ATML forthwith on it becoming aware of any claim or
                     potential claim of infringement of third party Intellectual
                     Property Rights by the use or dealing with the Licensed
                     Technology or Generated Technology in accordance with this
                     Agreement or the terms of any sub-license or other fights
                     granted pursuant to the terms of this Agreement; and

           2.2.10    not settle or compromise or negotiate the settlement of any
                     third party claim for breach of Intellectual Property
                     Rights in respect of the Licensed Technology without the
                     prior written consent of ATML and if requested by ATML pass
                     the conduct of any such claim to ATML.

2.3        Save as expressly specified in this clause 2, Licensee shall not copy
           or disclose the Licensed Technology, the Generated Technology or the
           Documentation for any purpose whatsoever without the prior written
           consent of ATML. Licensee is authorized to make a maximum of 10
           copies of the Licensed Technology for back up purposes only and shall
           keep such back up copies at its Company locations.

2.4        Licensee:-

           2.4.1     shall have the right to modify or enhance the Licensed
                     Technology as permitted in this document;

           2.4.2     shall own the intellectual property in those elements of
                     the Generated Technology created by the Licensee;

           2.4.3     hereby grants to ATML a world-wide, royalty free, perpetual
                     and irrevocable license to use, copy and modify any
                     modifications and enhancements of the Licensed Technology
                     made by the Licensee and/or its agents;

           2.4.4     will negotiate in good faith a separate license agreement
                     with ATML on `most favored nation terms' which will provide
                     preferential access by ATML to the source code, object code
                     and intellectual property of those elements of the
                     Generated Technology created by the Licensee and
                     subsequently incorporated into products.

2.5        The relationship between the parties hereunder is of licenser and
           licensee. ATML and Licensee (including their officers, employees or
           agents):

           2.5.1     shall not be deemed to be the agents or representatives,
                     legal or otherwise of the other for any purpose;

           2.5.2     are not granted any express or implied right or authority
                     to assume or create an obligation or responsibility on
                     behalf of or in the name of the other or to the other in
                     any manner;

           2.5.3     shall not act or purport to act as agents or
                     representatives of the other when endeavoring to make sales
                     of the Licensed Technology and/or the Generated Technology.







3.         SECURITY, INTELLECTUAL PROPERTY RIGHTS AND MAINTENANCE

3.1        Licensee agrees not to alter, remove, conceal or deface any
           copyright, or other proprietary rights notice or identification which
           indicates the ownership of the Licensed Technology or the
           Documentation or any interest therein (including Intellectual
           Property Rights) provided by ATML (and on all copies thereof) and
           Licensee shall ensure that all copies of the Licensed Technology and
           the Documentation and all derivatives thereof containing the Licensed
           Technology, or any of it, or any derivative which provides materially
           the same function as the Licensed Technology, or any of it, made by
           or on behalf of Licensee shall bear the proprietary rights notice
           contained on the Licensed Technology when received by Licensee.
           Licensee shall ensure that the terms of contracts entered by it in
           respect of the Licensed Technology or any of it contain terms the
           same as this sub-clause 3.1 binding such third party.

3.2        ATML shall provide Licensee with Maintenance Services in accordance
           with the following provisions during the period that Licensee
           continuously maintains Maintenance Services:-

           3.2.1      the Maintenance Services shall be provided by ATML for the
                      term of this Agreement;

           3.2.2      ATML shall invoice Licensee with the Maintenance Services
                      Fee annually, in advance.

           3.2.3      ATML will keep Licensee at the current level of revisions,
                      enhancements, bug fixes free of charge.

           3.2.4      At all times ATML will keep Licensee current with all
                      modifications to the Licensed Technology such that
                      Licensee can make timely modifications to the Generated
                      Technology to interface with ATML's currently sold and
                      latest generation ATM switch and motherboard, where
                      applicable.

3.3        For the avoidance of doubt the obligation of ATML to provide
           Maintenance Services shall be in respect of the Licensed Software and
           Licensed Hardware only and shall not be extended to the Generated
           Technology.

3.4        Licensee acknowledges that title to and all Intellectual Property
           Rights in the Licensed Technology and all modifications, upgrades,
           new releases and enhancements thereof and to all manuals and other
           Documentation relating thereto are and shall remain vested in ATML,
           or its Affiliates at all times. The provisions of this Agreement do
           not grant any rights to Licensee in respect of the use of any trade
           mark of ATML or any Affiliate of it, which is hereby specifically
           excluded. However, this in no way limits or reduces the obligation of
           Licensee to give full credit to ATML in respect of the Licensed
           Technology and to apply all copyright notices of ATML thereto and to
           the Documentation and to the packaging thereof.

3.5        Licensee shall notify ATML if it becomes aware of any unauthorized
           use of the Licensed Technology or breach of ATML's Intellectual
           Property Rights therein.


4.         DELIVERY AND SERVICES

4.1        Within 10 days from the date hereof ATML shall deliver to Licensee:-

           4.1.1      one copy of the Licensed Software in the media specified
                      in Schedule 1;

           4.1.2      the Licensed Hardware in the quantities specified in
                      Schedule 1; and

           4.1.3      a copy of the Documentation.

4.2        ATML shall not bear any liability resulting from any delay in the
           delivery of the aforesaid Licensed Technology to Licensee.

4.3        Risk of loss or damage of the Licensed Technology shall pass to
           Licensee on actual delivery.







4.4        ATML shall as part of this Agreement provide the software and
           hardware services as defined in Schedule 6. These services shall be
           provided as part of the License Fee.

5.         PAYMENTS

5.1        In consideration of the licenses and other granted to it in this
           Agreement Licensee shall pay to ATML:

           5.1.1      A one-time License fee of [*] for the Licensed
                      Technology payable in 2 parts, one-third upon the
                      execution of this agreement, and the remaining two-thirds
                      upon the delivery and acceptance by the Licensee of the
                      remaining software features listed in Schedule 1, Part 1.
                      Within 5 working days of delivery of the remaining
                      software features by ATML, Licensee must present in
                      writing to ATML notice of non-acceptance listing specific
                      items of non-performance or the Licensed Technology will
                      be considered as accepted.

           5.1.2      Licensee will also pay a per unit royalty fee as specified
                      in Schedule 4.

           5.1.3      The Maintenance Service Fee of [*] will be invoiced on
                      the date hereof and annually thereafter during the term of
                      this Agreement.

5.2        ATML shall have the right no more than once per year during the term
           of this Agreement and for 12 months thereafter, directly or through
           its representative, upon a minimum of 3 days written notice to the
           Chief Financial Officer to review Licensee's books and records
           relating only to this Agreement and products supplied within the
           period of 2 years prior to the date of such notice, the Licensed
           Technology, for the purpose of ascertaining compliance with the terms
           of this Agreement. If the results of such review disclose a
           deficiency in any royalty payable by Licensee to ATML in excess of 5
           per cent of the amounts actually paid by Licensee during the period
           under review, then Licensee shall promptly pay to ATML its entire
           costs of such review including, but not limited to professional fees,
           travelling and accommodation expenses. Licensee shall also forthwith
           pay the shortfall in the Royalties ascertained to be due from such
           review.

5.3        Any payments due to ATML under this Agreement and not paid on the due
           date for payment shall bear annual interest at 5% above the then
           prevailing prime rate from the date payment falls due to the date of
           actual payment.

5.4        All payments hereunder are expressed net of any value added or sales
           tax properly due thereon which shall be paid by Licensee in addition.
           Licensee shall pay, collect and remit all sales, use, withholding and
           other taxes and charges, including, without limitation, landing fees,
           import duties and other charges imposed in respect of the Licensed
           Technology and the Generated Technology (other than income taxes
           imposed on ATML on its receipt of the Price and Royalties). Licensee
           further agrees to indemnify and hold ATML harmless against any such
           liabilities. The provisions of this clause shall continue following
           termination of this Agreement.

5.5        Unless otherwise agreed in writing by ATML all payments under this
           Agreement shall be made in US dollars.

6.         WARRANTIES

6.1        ATML, warrants that it has the sufficient right, title and interest
           in the Licensed Technology to enter this Agreement.

6.2        Licensee acknowledges that the Licensed Technology and the
           Documentation have not been prepared to meet Licensee's individual
           requirements and it is therefore the responsibility of Licensee to
           ensure that the facilities and functions of the Licensed Technology
           meet its requirements. The license herein operates as a permission
           only and does not imply any obligation or liability on the part of
           ATML in respect of quality, fitness for any particular purpose,
           suitability, performance, maintenance or support of the Licensed




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           Technology except as expressly provided in this Agreement.
           Notwithstanding the above, ATML agrees to provide the support as
           defined in Schedule 6.

6.3        SAVE AS EXPRESSLY SET OUT HEREIN AND SUBJECT TO THE INDEMNITY IN
           SUB-CLAUSE 6.1 ALL IMPLIED CONDITIONS AND WARRANTIES AS TO QUALITY,
           FITNESS FOR ANY PARTICULAR PURPOSE, SUITABILITY OR PERFORMANCE OF THE
           LICENSED SOFTWARE ARE HEREBY EXCLUDED AND LICENSEE SHALL USE THE
           LICENSED SOFTWARE AT ITS OWN RISK. NOTHING IN THIS AGREEMENT SHALL
           EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING
           FROM THE NEGLIGENCE OF ATML.

6.4        In the event any claim of infringement of third party Intellectual
           Property Rights being made in respect of the Licensed Technology ATML
           shall be entitled and at its sole discretion, at its cost to:

           6.4.1     procure the right for Licensee to continue to use the
                     Licensed Technology or any part thereof the subject of the
                     infringement without change; and/or

           6.4.2     make with equivalent functionality, performance and
                     characteristics such alterations, modifications or
                     adjustments to the Licensed Technology or any part thereof
                     subject of the breach to make it not infringe third party
                     Intellectual Property Rights; and/or

           6.4.3     replace in kind the Licensed Technology or any part thereof
                     the subject of the infringement with substitutes with
                     equivalent functionality, performance and characteristics.

           6.4.4     ATML shall reimburse Licensee for its actual costs
                     associated with modifying the Generated Technology because
                     of these changes limited to the actual Licensing Fees and
                     Royalties paid by Licensee.

6.5        In the event that there is an infringement of third party
           Intellectual Property Rights resulting from changes made by the
           Licensee to the Licensed Technology then ATML will not be held
           liable.

6.5        The liability of ATML in contract, tort, negligence or otherwise
           arising out of or in connection with this Agreement or the
           performance or observance of its obligations under this Agreement and
           every applicable part of it shall be limited in aggregate to a sum
           equal to the aggregate of the Price and Royalties paid by Licensee to
           ATML at the time such event occurs in respect of which the liability
           arises.

6.6        In any event neither party shall be liable to the other under, or in
           connection with this Agreement, in contract, tort, negligence or
           otherwise for any loss of business, contracts, profits or anticipated
           savings or for any other indirect or consequential or economic loss
           whatsoever.

6.7        In any event ATML shall not be liable to Licensee under or in
           connection with this Agreement, in contract, tort, negligence or
           otherwise for any loss of business contracts, profits or anticipated
           savings or for any other indirect or consequential or economic loss
           whatsoever which results from Licensee's use of the Generated
           Technology.

6.8        In any event ATML shall not be liable to Licensee under or in
           connection with this Agreement, in contract, tort, negligence or
           otherwise for any loss of business contracts, profits or anticipated
           savings or for any other indirect or consequential or economic loss
           whatsoever which results from any amendments, modifications or
           alterations made to the Licensed Technology by the Licensee or its
           agents.

6.9        Licensee and ATML warrant to each other that they have not relied on
           any oral representation made by or on behalf of the other or upon any
           financial projections, business plans or models, description,
           illustration or specification contained in any catalogues or
           publicity material or other documentation (except as expressly stated
           in this Agreement) and acknowledges that such are only intended to
           convey a general idea of the Licensed Technology and its use and the
           services referred to therein or Licensee's plans to use the






           same. Notwithstanding the above, ATML warrants that Licensee can rely
           on written representations signed by the designated ATML
           representative specified in Schedule 7 which are expressly stated as
           applying to this agreement, and the Documentation furnished pursuant
           to this Agreement.

6.10       Each of the above provisions of this clause 6 shall be extended to
           any licenser of software to ATML which is incorporated in the
           Licensed Technology.

6.11       Each provision of this clause 6 excluding or limiting liability shall
           be construed separately, applying and surviving even if for any
           reason one or other of those provisions is held inapplicable or
           unenforceable in any circumstances and shall remain in force
           notwithstanding the termination of this Agreement.

7.         UNDERTAKINGS OF LICENSEE

7.1        Licensee shall indemnify ATML forthwith on demand and hold it
           harmless from any loss, claim or damage to persons or property
           arising out of Licensee's use or possession of the Licensed
           Technology, the Generated Technology or related material provided
           that such loss, claim or damages was not caused by the fault or the
           negligence of ATML, in which case ATML shall indemnify Licensee.

7.2        Licensee agrees as follows for itself and for all its Affiliates
           during the term of this Agreement Licensee to submit to ATML for its
           prior approval all references to ATML or the Licensed Technology
           appearing on any of its literature and to make such amendments,
           inclusions, deletions and variations thereto as ATML shall reasonably
           and timely request.

7.3        ATML shall, at its own expense, obtain all necessary customs, import
           and other governmental authorizations and approvals relating to this
           Agreement, including transfer of technology approvals and
           notifications.

7.4        During the term of this Agreement and for 6 months after its expiry
           or termination Licensee shall maintain reasonably detailed records to
           fulfill its obligations under this agreement.

7.5        Licensee shall notify ATML promptly of any 'bugs' or other unresolved
           technical problems arising in connection with the installation or use
           of the Licensed Technology and/or the Generated Technology. ATML
           agrees to use best commercial efforts to respond to bugs within 48
           hours of notification. Bugs are defined as making the hardware or
           software non operate.

7.6        Licensee shall not export or re-export the Licensed Technology and/or
           the Generated Technology without the appropriate governmental
           approvals necessary for such export or re-export and for the
           avoidance of doubt it shall be the sole responsibility of the
           Licensee to obtain such approvals.

8.         TERM AND TERMINATION

8.1        This Agreement shall continue for an [*] from the date hereof and
           thereafter shall continue unless terminated at any time as follows:

           8.1.1     forthwith by notice of termination given in writing by or
                     on behalf of ATML to Licensee in any of the following
                     circumstances:

                     8.1.1.1   if Licensee shall convene a meeting of its
                               creditors or if Licensee becomes unable to pay
                               its debts as and when they fall due or commits an
                               act of bankruptcy or if a trustee, receiver or
                               administrative receiver shall be appointed in
                               respect of all or part of Licensee's business or
                               assets or if any petition is presented or meeting
                               convened for the purpose of considering a
                               resolution or other steps are taken for the
                               winding up of Licensee.

                     8.1.1.2   if Licensee is in material breach of any of the
                               provisions of sub-clause 2.2 which are not
                               corrected with 30 days of written notice; and




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                     8.1.1.3   pursuant to sub-clause 12.9;

           8.1.2     forthwith by notice of termination given by Licensee to 
                     ATML:

                     8.1.2.1   in the event of ATML's insolvency, which shall be
                               assessed as for Licensee's insolvency in
                               accordance with sub-clause 8.1.1.1;

                     8.1.2.2   pursuant to sub-clause 12.9.

                     8.1.3     Either party may terminate this Agreement
                               forthwith if the other party is in material
                               breach of this Agreement and fails to remedy such
                               breach within 30 days of receipt of a written
                               notice that it is in breach.

9.         EFFECT OF TERMINATION/EXPIRY

9.1        On termination of this Agreement by Licensee or by a breach of the
           terms and conditions of this Agreement Licensee shall:

           9.1.1     pay to ATML forthwith the balance of the License Fee and
                     all Royalties which are due and which have not then been
                     paid;

           9.1.2     cease to use the Licensed Technology;

           9.1.3     promptly return to ATML all copies of the Source Code and
                     Object Code of the Licensed Technology and permanently
                     delete the same from all of its computer systems;


           9.1.4     promptly return to ATML at such address as it may specify
                     all items of the Licensed Technology capable of being
                     delivered; and

           9.1.5     within seven days of the date of termination or expiry of
                     this Agreement provide written confirmation to ATML that it
                     has complied with its obligations contained in clauses
                     9.1.3 and 9.1.4.

           9.1.6     Licensee will however, have the right to retain and use
                     sufficient copies of the Licensed Technology to continue to
                     service and maintain its customers and to sell inventory
                     which is in process or on hand.

9.2        The provisions of clauses 2.4.2, 2.4.3, 2.4.4, 2.5, 3.4, 5, 6 (other
           than clause 6.1), 7.4, 7.6, 9, 11 and 12 shall survive the
           termination of this Agreement.

10.        PERSONAL LICENSE

10.1       The license herein granted is personal to Licensee and Licensee shall
           not assign, part with or sublet any interest in it or grant any right
           under it to any third party without ATML's prior written consent,
           provided that Licensee assignment to an acquirer of substantially all
           of Licensee's assets, stock or business shall not require ATML's
           consent, except to Licensee's assignment to a direct competitor of
           ATML. In the event of a sale or merger of the Licensee to a direct
           competitor of ATML, ATML will in principal be prepared to negotiate a
           license with the acquiring company under similar terms and conditions
           as in this agreement, provided that the use of such Licensed
           Technology is in the core business market of the Licensee as defined
           in Schedule 2. Such agreement with the acquiring company will not be
           unreasonably withheld.

11.        CONFIDENTIALITY







11.1       Both Licensee and ATML agree with each other to keep all information
           that they obtain about the other concerning the business, finances,
           technology and affairs of the other, and in particular but not
           limited to the Licensed Technology (including the Source Code) and
           the Source Code of the Generated Technology, and regardless of its
           nature, strictly confidential.

11.2       Licensee and ATML hereby agree with each other:

           11.2.1    not to use such confidential information save as agreed in
                     writing with the disclosing party; and

           11.2.2    to procure that all persons or entities (including
                     employees) to whom they do disclose the confidential
                     information keep it strictly confidential and that they are
                     bound by the terms of this Agreement; and

           11.2.3    not to copy or reproduce such confidential information
                     without the prior written consent of the other party
                     hereto; and

           11.2.4    that Licensee shall not disclose the Licensed Technology
                     (save in accordance with the terms of this Agreement) or
                     the Source Code of the Licensed Technology.

11.3       The provisions of this clause 11 shall cease to apply:

           11.3.1    to information that has come into the public domain other
                     than by breach of this clause or any other duty of
                     confidence; and

           11.3.2    to information that is obtained from a third party without
                     breach of this clause or any other duty of confidence; and

           11.3.3    to information that is known by either party, in connection
                     with the other party, prior to entering into this
                     Agreement, and which has been disclosed to either party by
                     a third party, other than Licensee or ATML or any Affiliate
                     of them and not in breach of any duty of confidence; and

           11.3.4    to information that is trivial or obvious.

12.        GENERAL

12.1       No waiver of any breach of any provisions of this Agreement shall
           constitute a waiver of a prior, concurrent or subsequent breach of
           the same or any other provision hereof and no waiver shall be
           effective unless made in writing.

12.2       No variation of the terms of this Agreement shall be binding on
           either party unless it is made in writing and signed in the case of
           ATML by a Director of ATML and in the case of Licensee by an officer
           of Licensee.

12.3       ATML reserves the right to assign this Agreement or to delegate any
           right or obligation of it hereunder in whole or in part to any other
           company.

12.4       The provisions of this sub-clause 12-4 and of clauses 9 and 11 and
           sub-clauses 6.2 to 6.8 and 12.8 of this Agreement shall remain in
           full force and effect and binding between the parties following
           termination or expiry of this Agreement for any reason whatsoever.

12.5       In respect of notices:

           12.5.1    Any notice required to be given under the provisions of
                     this Agreement shall be in writing and shall be deemed to
                     have been duly served if hand delivered or sent by
                     facsimile or by first class






                     registered or recorded delivery post within the United
                     Kingdom or by registered airmail post outside the United
                     Kingdom correctly addressed to the relevant party's address
                     specified in this Agreement or to such other person and
                     address as either party may designate from time to time in
                     accordance with this clause.

           12.5.2    Any notice pursuant to sub-clause 12.5.1 shall be deemed
                     to have been served:

                     12.5.2.1  if hand delivered at the time of delivery;

                     12.5.2.2  if sent by facsimile at the completion of
                               transmission during business hours at its
                               destination or if not within business hours at
                               the opening of business hours at its destination
                               on the next business day but subject to (1) proof
                               by the sender that it holds a printed record
                               confirming despatch of the transmitted notice and
                               (2) despatch of the notice by post in accordance
                               with sub-clause 12-5.1 on the same day as its
                               transmission;

                     12.5.2.3  if sent by post within 48 hours of posting
                               (exclusive of the hours of Sunday) if posted to
                               an address within the country of posting and
                               seven days of posting if posted to an address
                               outside the country of posting.

           12.5.3    For the purpose of clause 12.5.2 'business hours' means
                     between 09.00 and 17.30 and 'business day' means a day
                     between Monday and Friday inclusive on which banks in the
                     country of the addressee are open for business.

12.6       This Agreement constitutes the entire Agreement between ATML and
           Licensee with respect to the licensing of the Licensed Technology.

12.7       Neither party shall publicize the terms of this Agreement or the
           discussions relating to it without the prior written consent of the
           other (save as legally required).

12.8       In respect of termination payments:

           12.8.1    Neither ATML nor Licensee shall be liable to the other as a
                     result of any termination of this Agreement in accordance
                     with its terms, and shall not otherwise have any obligation
                     (statutory or otherwise) to compensate or reimburse the
                     other for any claims or damages whatsoever, lost revenues
                     or profits, expenditures, investments, leasehold or
                     employment obligations or other continuing commitments of
                     the other;

           12.8.2    Licensee and ATML agree:

                     12.8.2.1  to waive all compensation and damages, whether
                               direct, consequential or otherwise, to which it
                               may otherwise have a right under any applicable
                               law; and

                     12.8.2.2  to indemnify and hold each other harmless from
                               and against all claims of the employees and
                               agents of each other for compensation or
                               severance, disability, social security or similar
                               payments.


12.9       Neither ATML nor the Licensee shall, subject to the following
           provisions of this clause, be liable for failure to perform any
           obligation under this Agreement if the failure is caused by war,
           insurrection, riot, fire, explosion, flood, strike, lock-out,
           injunction, inability to obtain fuel, power, raw materials, labor,
           containers or transportation, accident, malfunction of machinery or
           apparatus, national defence requirements acts or regulations of
           national or local governments, denial of export or import licenses,
           earthquake, or act of God, or any other cause beyond the control of
           the parties provided that:







           12.9.1    notwithstanding the above provisions, the occurrence of a
                     force majeure event or condition described above shall not
                     relieve Licensee in any manner whatsoever from its
                     obligations to pay to ATML any amounts then due and owing
                     to ATML pursuant to the terms of this Agreement;

           12.9.2    the party claiming relief pursuant to the above provisions
                     shall promptly notify the other party in writing of the
                     facts indicating the existence of any force majeure event
                     or condition and the relief claimed and the parties agree
                     to use their best endeavors to overcome such conditions;

           12.9.3    the above provisions shall not relieve either party of its
                     obligation to perform its part of this Agreement at such
                     time and to such extent as may be possible subsequent to
                     the occurrence of the events or conditions described above
                     and within reasonable time after such occurrence;

           12.9.4    should such event or conditions continue unabated, despite
                     the parties' best endeavors to overcome them, for three
                     months from the date of notice given pursuant to sub-clause
                     12.9.3, the party receiving such notice shall have the
                     option to terminate this Agreement without liability to the
                     other party for the consequences of such termination by
                     giving written notice.

12.10      If any provision of this Agreement is determined by a court of
           competent jurisdiction to be in violation of any applicable law or
           otherwise invalid or unenforceable, such provision shall, to such
           extent as it shall be determined to be illegal, invalid or
           unenforceable under such law, be null and void but this Agreement
           shall otherwise remain in full force and effect.

12.10      Each party agrees not to take any action that would or does adversely
           affect the reputation or goodwill of either party or its products.

12-11      This Agreement shall be governed by the laws of the State of
           California.


IN WITNESS the parties have executed this Agreement the date first above
written.


Signed for and on behalf of Advanced
Telecommunications Modules Limited

-----------------------------------------
Print Name

----------------------------------------
Position

----------------------------------------
Date

----------------------------------------
Signed for and on behalf of Licensee

----------------------------------------
Print Name

----------------------------------------
Title

----------------------------------------
Date











                                   SCHEDULE I

                                     PART 1

                                LICENSED SOFTWARE

The following software shall be supplied by ATML to Licensee in accordance with
the provisions of this Agreement.

PART NO.   NAME
VT3000     [*]
VT5000     [*]
                  Interfaces to establish [*]
                  Software interfaces for telnet to allow [*].



                                     PART 2

                                LICENSED HARDWARE

VT5100 [*]
Licensee will be granted the rights to use the following devices. The will be
supplied under the terms and conditions of a separate International OEM Supplier
agreement.
VT6000     [*]
VT6100     [*]




*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.






                                   SCHEDULE 2

                              DESIGNATED EQUIPMENT

The Licensed Technology and Generated Technology may only be incorporated into
head-end or interface cards developed, manufactured and sold by the Licensee or
its agents to [*] for the delivery of data using ATM protocols over coax or
hybrid coax cable networks.




This Schedule may be amended from time to time by the written Agreement of the
parties.







*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.






                                   SCHEDULE 3

                              MAINTENANCE SERVICES


Maintenance service with respect to Licensed Technology entitles Licensee to
receive product updates, product upgrades, technical bulletins and documentation
updates as they become Public Updates. Maintenance service also entitles
Licensee to receive email, telephone or fax assistance in the correction of
problems. A Product Update occurs when ATML issues a public release of a product
which adds features or functionality which exceeds current specifications as set
forth in the product documentation.

1.         Error Corrections. ATML shall provide efforts to correct any
           documented reproducible errors in the Source Code of the Licensed
           Technology within a reasonable time, and to use due diligence to
           rectify such errors that have been notified in writing by Licensee,
           provided, that such program errors have not been introduced through
           modifications to the Licensed Technology made by or on behalf of the
           Licensee.

2.         Product Upgrade. Should ATML make any Product Upgrade, ATML will
           undertake to:

           2.1.      Inform Licensee of such Product Upgrade; and

           2.2       Supply Licensee with the said Product Upgrade; and

           2.3.      provide advance notification to Licensee of pending changes
                     such that Licensee can timely integrate its changes into
                     the Generated Technology.

3.         Licensee shall be solely responsible for directly supporting and
           providing maintenance of all or any part of the Licensed Technology,
           Generated Technology and documentation as provided to Licensee's
           customers. ATML shall have no obligation to provide any direct
           consultation or maintenance support to Licensee's customers with
           respect to all or any part of the Licensed Technology, Generated
           Technology or other subject matter of this Agreement.

4.         License Grants to Updates or Upgrades. Any rights and obligations of
           Licensee to Source Form and Object Form of the Licensed Technology
           shall extend to any updates or upgrades upon delivery from ATML to
           Licensee.

5.         Limitations. If ATML is requested, to correct an error and such error
           is found to be caused by Licensee's negligence, modification by
           Licensee, Licensee supplied data, operator error or misuse, or any
           other cause not inherent in the Source Code of the Licensed
           Technology, Licensee agrees to pay for such support services on a
           time and material basis at ATML's then prevailing standard rates and
           on ATML's standard terms of business at the time such service is
           provided to Licensee by ATML.








                                   SCHEDULE 4

                            LICENSE AND ROYALTY FEES

           The license and royalty fees for each use of the Licensed Technology
or the Generated Technology are:



=================================================================================================================================
                                                       License
PART NO.            Name                               Type            License Fees                       Royalty
---------------------------------------------------------------------------------------------------------------------------------
                                                                                              
VT5000              VM8100 Virata                      PCR             as described in this               See Below
                    Switch Ethernet                                    Section 5 of this
                    Adapter Software                                   agreement
                    Access Pack
---------------------------------------------------------------------------------------------------------------------------------
VT5100              VM8100 Virata                      PCR             as described in                    See Below
                    Switch Ethernet                                    Section 5 of this
                    Adapter Hardware                                   agreement
                    Access Pack
=================================================================================================================================



           Per-unit Royalties will be payable on all products sold which contain
           the Licensed Technology or Generated Technology as set forth below:

           [*] of 'Equivalent Sales Price' of the unit, whichever is less,
           capped by a lifetime maximum of [*].

           DEFINITIONS:

           'Equivalent Sales Price' shall be the greater of the actual sales
           price of the unit, or the complete manufactured cost of the unit with
           the Licensee's standard markup applied.

           Per-copy royalty ('PCR') - The license granted in accordance with the
           terms of this Agreement are to provide and install object code
           derived from the Licensed Technology on a specified number of
           systems. The Licensee will prior to the grant of any such license
           establish and operate procedures acceptable to ATML by which the
           number of such installations can be recorded. Licensee will submit
           such proposed procedures to ATML for approval prior to the grant of
           any such license and will not grant any such license until the
           procedures have been approved by ATML. Licensee will notify ATML on a
           quarterly basis of the number of such installations and will pay the
           appropriate Royalty to ATML in accordance with the provisions of
           clause 5 of this Agreement. For the avoidance of doubt royalties
           shall be paid on the Generated Technology mutatis mutandis to the
           payment of royalties on the Licensed Technology from which it was
           derived.





*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.






                                   SCHEDULE 5

                                  THE TERRITORY

                                   The world.








                                   SCHEDULE 6

                  SOFTWARE AND HARDWARE SERVICES TO BE PROVIDED

Com21 acknowledges that this Licensing Agreement and associated Maintenance
Services provide for only scheduled training, and phone and email support of a
consultation nature. All contacts with ATML engineering will be through a single
designated support person.

During the technology integration phase where Com21 modifies the Licensed
Technology and develops its Generated Technology, ATML may provide at its
convenience additional engineering review support for Com2 I's design and
modifications. This will only be on a scheduled basis, and will not include
design engineering or debugging assistance besides the support of a consultation
nature as provided in this agreement. ATML, at its discretion, may allow the use
of its facilities in a scheduled and pre-agreed manner to facilitate Com21's
development, debugging and bring-up of the Generated Technology. This does not
imply a commitment on ATML's part to engineering design or support beyond that
described in this agreement, nor does it imply a guarantee of operability of
Com2 I's generated technology.

ATML will make available sufficient engineering time to review Com21's schematic
(to occur in late March, 1996) and PCB layout (to occur in early April, 1997)
for the 10BaseT design modification being undertaken by Com21 personnel based on
ATML's Ethernet card. Such face to face joint working sessions would include
review of the CAM, new Ethernet chip, ATM425 interface additional UART, among
others. Licensee estimates this support would be over an elapsed period of
approximately 24 hours.

ATML will provide consulting engineering in assisting Licensee in making the
modified 10BaseT board operational (bringing it up). Licensee estimates that
this support would be over an elapsed period of approximately 40-60 hours (to
occur in late April, 1997).

ATML will provide consulting engineering to review the Ethernet and ATM driver
code changes, and provide standard consulting support as described in this
agreement for the initial SNMP and miscellaneous software integration for
Licensee's controller card that uses ATML's OS. This would be over an elapsed
period of approximately two (2) weeks (to occur in late February, 1997). ATML
may, at its sole discretion, permit the use of its facilities to assist Com21
during this debug and integration phase.

In addition, ATML will provide support for general questions regarding the
Licensed Technology as well as development environment on an ongoing basis as
described in this agreement.

Licensee shall provide ATML with a detailed schedule of support requests.
Licensee will use its best efforts to inform ATML of schedule changes at least 4
weeks in advance. ATML cannot guarantee the availability of specific engineering
resources without such advanced notice and prior agreement from ATML.







                                   SCHEDULE 7

                         ATML DESIGNATED REPRESENTATIVE


Fred Sammartino, Vice President of Business Development

The above stated contact may change from time to time with written notice to
Licensee.