OEM Hardware (with Software) License and Purchase Agreement – Cisco Systems Inc. and SonicWALL Inc.

AMENDMENT NUMBER ONE TO THE

OEM HARDWARE (WITH SOFTWARE) LICENSE AND PURCHASE AGREEMENT

BETWEEN SonicWALL, INC. and CISCO SYSTEMS, INC.

This Amendment Number One to the OEM Hardware (with Software) License and Purchase Agreement between Cisco Systems, Inc. and SonicWALL, Inc., is entered into on this day of June 25 , 2002 by and between SonicWALL, a California corporation, having principal offices at 1160 Bordeaux Drive, Sunnyvale, California 94089-1209 and Cisco Systems, Inc., a California corporation with a place of business at 170 West Tasman Drive, San Jose, California 95134-1706 (“Cisco”).

WHEREAS, on May 28, 2001 Cisco and SonicWALL entered into a OEM Hardware (with Software) License and Purchase Agreement (“Agreement”); and

WHEREAS, the parties desire to establish a new pricing for the SCA2; and

NOW THEREFORE, in consideration of the promises and covenants contained in the Agreement, the parties hereby amend the Agreement as follows:

1.    Cisco and SonicWALL agree to amend the Agreement to add a new product known as the SCA2:

• Exhibit A-1—Products and Pricing
• Exhibit B-1—Product Specifications

2. The parties agree that:

• Every reference in the Agreement to Exhibit A shall include a reference to Exhibit A-1 and every reference to Exhibit B in the Agreement shall include a
  reference to Exhibit B-1; and
• Terms capitalized shall have the meaning assigned to them in the Agreement unless specifically defined herein

3. Except for terms amended herein, all of the provisions of the Agreement shall remain unchanged and in force.
Terms capitalized shall have the meaning assigned to them in the Agreement unless specifically defined herein.

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IN WITNESS WHEREOF, the parties have executed this Amendment Number One by
persons duly authorized as of the date and year first written above.

SonicWALL, Inc.						Cisco Systems, Inc.
By:		/S/ STEPHEN C. MACRI				By:		/S/ RANDY POND
Name:		Stephen C. Macri				Name:		Randy Pond
Title:		V.P. OEM Sales				Title:		Sr. V.P., WW Mfg. Ops.
Date:		6/25/02				Date:		6/25/02

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