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Original Equipment Manufacturer (OEM) Agreement - Motorola Inc. and RiverDelta Networks Inc.

Original Equipment Manufacturer (OEM) Agreement*

Motorola, Inc.
Broadband Communications Sector
101 Tournament Drive
Horsham, PA  19044

This Agreement is made by and between RiverDelta Networks, Inc. 
("Supplier") having an office at Three Highwood Drive East, Tewksbury, 
MA 01876 and General Instruments Corporation, doing business as the 
Broadband Communications Sector of Motorola, Inc. ("Company") having 
an office at 101 Tournament Drive, Horsham, PA  19044.

WHEREAS, Company is a manufacturer and supplier of broadband transport 
and data networking systems, equipment, and applications doing business 
in the worldwide market.  Company also provides support and training 
for its' products.

WHEREAS, Company wishes to contract with Supplier as an Original 
Equipment Manufacturer ("OEM") to manufacture, test, deliver and 
provide support to the Company for Product, as described in the 
Section entitled "PRODUCT."

WHEREAS, Company has a support and sales group and sales and marketing 
groups that will require training and support for the Supplier's 
Product to be resold by the Company.

WHEREAS, Company wishes to purchase products of Supplier's design and
manufacture for resale to Company's customers, and

WHEREAS, Supplier desires to sell such materials to Company for resale 
to Company's customers,

THEREFORE, the parties agree as follows

As used herein, the following terms have the following meaning, unless
the context indicates otherwise:

"OEM" - (Original Equipment Manufacturer) products shall be private 
labeled finished goods (hardware or software) that go to Company's 
customers from Supplier either directly or through a staging center and 
do not pass through Company's factory or other internal quality systems 
in most cases. An OEM product may be designed and manufactured to 
specifications other than those specifications of Suppliers primary 

* Confidential information has been omitted pursuant to a request for
confidential treatment in accordance with Rule 406 of the Securities 
Act of 1933, and such information has been filed separately with the 

"TERM PRICE" - The discounted price of the PRODUCT offered to the 
Company for orders during the Term of this Agreement.


The term of this Agreement shall commence on 1 August 2001 and shall,
except as otherwise provided in this Agreement, continue in effect
thereafter until 31 July 2002. The Company shall have the right to 
extend the period specified for up to twelve (12) months by giving 
Supplier at least ninety (90) business days prior written notice, 
subject to mutual agreement by both parties on pricing and discount 
terms for the renewal period.


"PRODUCT" as used in this Agreement shall mean Supplier's data
communications products as listed in Appendix A, attached and made a part
of this Agreement.  Such PRODUCT is hereby offered for sale by Supplier and
may be purchased by Company in accordance with the terms, conditions and
specifications stated in this Agreement.  "Specification(s)" as used in
this Agreement shall mean all of the specifications made part of this

4.   PRICE

The Term Price shall be [REDACTED]*.  The prices for maintenance,
training and related services shown in Appendix A will remain in effect for
the entire duration of this agreement.

Net forty-five (45) days from the date of delivery of the PRODUCT to
Company or receipt of the applicable invoice therefore by Company whichever
occurs later.


The Company shall use its commercially reasonable efforts to provide
Supplier with an accurate twelve (12) month rolling forecast submitted to
Supplier by the fifth (5th) business day of each calendar month.  The
Supplier shall maintain a thirty (30) day supply of PRODUCT on-hand based
on this forecast.

7.   FOB
The PRODUCT shall be shipped FOB Supplier's manufacturing facility
currently located at 200 Ames Pond Road, Tewksbury, MA  01876.  The Company
shall select the carrier and arrange at Company's expense for the
transportation of the PRODUCT.  The Supplier shall assist the Company in
obtaining any export compliance approvals necessary under US export laws
and designated country of delivery import laws, the cost of which shall be
borne by the Company.

* Confidential information has been omitted pursuant to a request for
confidential treatment in accordance with Rule 406 of the Securities Act of
1933, and such information has been filed separately with the Commission.


          Neither party may assign any right or interest under this Agreement
     (excepting solely for moneys due or to become due) without the prior
     written consent of the other party, which consent shall not be unreasonable
     withheld.  Such consent shall not be required if assignment is made to the
     Parent or a wholly owned subsidiary of the party.


          This Agreement and all transactions under it shall be governed by the
     laws of the Commonwealth of Massachusetts excluding its choice of law rules
     and excluding the Convention for the International Sale of Goods.  Each
     party agrees to submit to the jurisdiction of any court of competent
     jurisdiction wherein an action is commenced against the party under this


          Each party and all persons furnished by or acting on behalf of either
     party shall comply at their own expense with all applicable laws,
     ordinances, regulations and codes, including the identification and
     procurement of required permits, certificates, licenses, insurance,
     approvals, inspection, regulatory (e.g. emission) and safety (e.g. UL)
     requirements in connection with their respective performance under this


          Supplier shall offer for sale to Company, during the term of this
     Agreement, PRODUCT conforming to the Technical Specifications and other
     Specifications set forth in this Agreement.  Supplier further shall offer
     for sale to Company, during the term of this Agreement and until five (5)
     years after the expiration of this Agreement, maintenance, replacement, and
     repair parts ("Parts") at the Field Replaceable Unit ("FRU") level, which
     are functionally equivalent and identical in form and fit for the PRODUCT
     covered by this Agreement, including Software support for the duration of
     such time period.  The price for PRODUCT, Parts and Software support shall
     be the price set forth in Supplier's then current Agreement with Company
     for said PRODUCT, Parts and Software support or, if no such agreement
     exists, at a price agreed upon by Company and Supplier.  If the parties
     fail to agree on a price, the price shall be a reasonably competitive price
     for said PRODUCT, Parts and Software support at the time for delivery.  The
     PRODUCT, Parts and Software support shall be warranted as set forth in the
     "WARRANTY" section of this Agreement. The term "Parts" is included in the
     term "PRODUCT."


          The Supplier shall notify the Company at least 90 days in advance of
     any material changes to the PRODUCT that affect its form, fit or function,
     ensuring that Supplier continues to supply DOCSIS or Euro-DOCSIS-qualified
     PRODUCT as required under this Agreement.  In addition, Supplier shall not
     end-of-life any PRODUCT without first giving Company not less than 6 months

     prior written notice and an opportunity for a last buy.


          If either party shall be in material breach or default of any of the
     terms, conditions or covenants of this Agreement or of any purchase order,
     and if such breach or default shall continue for a period of forty-five
     (45) days after the giving of written notice to the breaching party by the
     other party, then, in addition to all other rights and remedies which the
     aggrieved party may have at law or equity or otherwise, such party shall
     have the right to cancel this Agreement and/or any purchase orders placed
     by Company without any charge to or obligation or liability.


          Neither party will use, distribute, transfer or transmit any products,
     software or technical information (even if incorporated into other
     products) provided under this Agreement except in compliance with U.S.
     export laws and regulations (the "Export Laws").  Neither party will,
     directly or indirectly, export or re-export the following items to any
     country which is in the then current list of prohibited countries specified
     in the applicable Export Laws:(a) software or technical data disclosed or
     provided to Supplier by Company or Company's subsidiaries or affiliates; or
     (b) the direct product of such software or technical data.  Each party
     agrees to promptly inform the other party in writing of any written
     authorization issued by the U.S. Department of Commerce office of export
     licensing to export or re-export any such items referenced in (a) or (b).
     The obligations stated above in this clause will survive the expiration,
     cancellation or termination of this Agreement or any other related


          Neither party shall be held responsible for any delay or failure in
     performance of any part of this Agreement to the extent such delay or
     failure is caused by fire, flood, strike, civil, governmental, or military
     authority, act of God, or other similar causes beyond its control and
     without the fault or negligence of the delayed or non performing party or
     its subcontractors.  Supplier's liability for loss or damage to Company's
     PRODUCT in Supplier's possession or control shall not be modified by this
     section.  When a party's delay or nonperformance continues for a period of
     at least fifteen (15) days, the other party may terminate, at no charge,
     this Agreement or an order under the Agreement.


          The following provisions regarding equal opportunity, and all
     applicable laws, rules, regulations and executive orders specifically
     related thereto, including applicable provisions and sections from the
     Federal Acquisition Regulation and all supplements thereto are incorporated
     in this Agreement as they apply to work performed under specific U.S.
     Government contracts: 41 CFR 60-1.4, Equal Opportunity; 41 CFR 60-1.7,
     Reports and Other Required Information; 41 CFR 60-1.8, Segregated
     Facilities; 41 CFR 60-250.4, Affirmative Action For Disabled PRODUCT
     without first giving Company not less than 6 months prior written

     Veterans and Veterans of the Vietnam Era (if in excess of $10,000); and 41
     CFR 60-741.4, Affirmative Action for Disabled Workers (if in excess of
     $2,500), wherein the terms "contractor" and "subcontractor" shall mean
     "Supplier". In addition, orders placed under this Agreement containing a
     notation that the material or services are intended for use under
     Government contracts shall be subject to such other Government provisions
     printed, typed or written thereon, or on the reverse side thereof, or in
     appendices thereto.


          Each party hereunder, agrees to indemnify, defend and hold harmless
     the other party, its affiliates, customers, employees, successors and
     assigns from and against any direct losses, damages, claims, fines,
     penalties and expenses (including reasonable attorney's fees) that arise
     out of or result from a party's gross negligence or willful misconduct of
     its obligations under this Agreement and result in: (i) injuries or death
     to persons or direct damage to real property, including theft, in any way
     arising out of or caused or alleged to have been caused by the Work or
     services performed by, or material provided by Supplier or persons
     furnished by Supplier; (ii) assertions under Workers' Compensation or
     similar acts made by persons furnished by Supplier; or (iii) any failure of
     Supplier to perform its obligations under this Agreement, provided that the
     party seeking indemnification notifies, as soon as reasonably possible, the
     other party of the filing of such a claim, provides the indemnifying party
     full cooperation in the defense of such claim, at the indemnifying party's
     expense, and affords the indemnifying party full control over the defense
     and settlement of such claim.   The Supplier shall also indemnify and save
     harmless the Company, its affiliates and their customers, officers,
     directors, employees (all referred to in this section as "Company") from
     and against any loss, cost, expense, and award of damages that arise out of
     or result from any and all claims of infringement of any patent, copyright,
     or trademark, or misappropriate of trade secret, or infringement or
     misappropriation of any other intellectual property right, private right,
     or any other proprietary or personal interest related to the PRODUCT.


          If Company requests for reasons other than covered by Section "FORCE
     MAJEURE", that shipment be postponed beyond the date shown on a purchase
     order, Supplier may invoice Company as of the original scheduled delivery
     date for PRODUCT manufactured under this Agreement, if it has been
     inspected and approved by Company's designated quality organization
     (provided inspection has been specified in this Agreement or in an order
     issued under this Agreement). Supplier shall hold such PRODUCT separate
     from its other PRODUCT for a period up to ninety (90) days.  The Company
     shall pay the supplier a monthly fee equal to 0.5% of the invoice amount
     for administrative and warehousing costs. Supplier shall comply with all
     applicable laws on signage and notification to creditors for PRODUCT owned
     by Company under this Section and shall indemnify Company against any and
     all loss, damage, cost or expense for failure to satisfy such requirements.


          No Licenses, express or implied, under any patents are granted by
     Company to Supplier under this Agreement or order.  Notwithstanding the
     foregoing, during the Term of this Agreement and any renewal term Supplier
     hereby grants Company a non-exclusive, perpetual, royalty-free worldwide
     license to use the Supplier's MIB and command line interface information
     (and other similar information) necessary for Company to accomplish
     interoperability of the PRODUCTS with 3rd party products and software in
     order to market, sell and otherwise supply PRODUCTS that interface and
     interoperate with Company's customer system requirements.


     In no event will either party be liable for loss of profits, loss of
     revenue, special, indirect or consequential damages arising out of its
     actions or failures to act in connection with this Agreement.  This
     limitation does not apply to:

     (i)   Damages of any sort arising out of death or personal injury, or
     (ii)  Damages arising out of breach of the confidentiality obligations or
           software license provisions of this Agreement, or
     (iii) Awards of damages to third parties, however denominated, in actions

           described in Section 17 relating to intellectual property

     Supplier shall maintain during the term of this Agreement (1) workers
     compensation insurance as prescribed by law, (2) employer's liability
     insurance with limits of at least $300,000 each occurrence, (3)
     comprehensive automobile liability insurance if the use of motor vehicles
     is required, with limits of at least $1,000,000 for bodily injury and
     property damage for each occurrence, (4) comprehensive general liability
     insurance, including blanket contractual liability and broad form property
     damage, with limits of at least $1,000,000 combined single limit for
     personal injury and property damage for each occurrence, and (5)
     comprehensive general liability insurance endorsed to include products
     liability and completed operations coverage in the amount of $5,000,000 for
     each occurrence. All comprehensive general liability insurance shall
     designate Company and Company's affiliates, directors, officers, and
     employees as an additional insured. All such insurance must be primary and
     be required to respond and pay prior to any other available coverage.


          Whereas Company and Supplier each expect to disclose to the other
     party certain information concerning products, business and strategies
     which are considered confidential and proprietary and which neither party
     wants to disclose to others, they have entered into a Non Disclosure
     Agreement.  This section does not reduce or modify Supplier's obligations
     under Section "USE OF INFORMATION".  The Parties agree not to make any
     general press releases or public disclosures regarding the details of this
     OEM agreement without the prior review and written consent of the other
     Party.  Each party may however disclose the existence of this agreement to
     its respective customers on an as-needed basis for sales and marketing

     purposes without the prior consent of the other party. Furthermore, neither
     Party shall use the other Party's trademarks, trade names and service marks
     without the prior written consent of the other Party; if such consent is
     given, then the Party shall disclose that such trademarks, trade names, and
     service marks are the sole property of the other Party.


          Any notice given or demand which under the terms of this Agreement or
     under any statute must or may be given or made by Supplier or Company shall
     be in writing and shall be given or made by confirmed facsimile, or similar
     communication or by certified or registered mail addressed to the
     respective parties as follows:

     To Company:    Motorola, Inc.
                    Broadband Communications Sector
                    101 Tournament Way
                    Horsham, PA  19044
                    Attn.:  Peter Sherlock


     To Supplier:   RiverDelta Networks, Inc.
                    Three Highwood Drive East
                    Tewksbury, MA  01876
                    Attn.:  Michael Brown

          Such notice or demand shall be deemed to have been given or made when
     sent by facsimile, or other communication or when deposited, postage
     prepaid in the U.S. mail.  The above addresses may be changed at any time
     by giving prior written notice as above provided.  The above addresses may
     be changed at any time by giving prior written notice as above provided.


          The term PRODUCT includes any software (operating program in machine-
     readable form only and related documentation) and storage media therefore
     normally furnished with or embedded in the PRODUCT.  Title to the software,
     including copyright, shall remain in Supplier.  The party having title to
     the PRODUCT shall have title to the software storage media. For the life of
     the PRODUCT listed in this Agreement, and for so long as Company conforms
     to the terms hereof, Supplier grants to Company and any subsequent
     purchaser, lessee or other end user (referred to collectively in this
     section as "end user"), with regard to each item of PRODUCT with which the
     software is supplied, a non-exclusive license to use said software on the
     PRODUCT on which it was delivered.  Company and any subsequent end user may
     make a single copy the software for use on such PRODUCT with which it was
     originally delivered and a second for archival purposes, reproducing all of
     Supplier's copyright and other notices as on the original, but shall not
     reproduce either the original or any copies of software for distribution 

     to others. If Company or any subsequent end user is permitted under the
     terms of the specific license to add to, delete from or modify the software
     in any manner, no changes, however extensive, shall alter Supplier's title
     to such original software. Title to any such modification or addition to
     the software shall remain in the entity that creates the modification or
     addition. Company agrees that it shall not reverse engineer, decompile, or
     distribute the software or any copies thereof. The Supplier shall provide
     the Company with any bug fixes and updates normally available to its
     customers during the standard Warranty period. The Supplier shall provide
     the Company with fixes, updates, and new features releases for PRODUCT
     covered under the Company's annual Maintenance contracts.


          Purchase orders issued under this Agreement shall be sent to the
     following address:

                    RiverDelta Networks, Inc.
                    Three Highwood Drive East
                    Tewksbury, MA  01876
               Attn.: Joseph Cozzolino

          Purchase orders shall specify:  (i) description of PRODUCT, inclusive
     of any numerical/alphabetical identification referenced in the price list
     in this Agreement, (ii) delivery date, (iii) applicable price, (iv)
     location to which the PRODUCT is to be shipped and (v) location to which
     invoices shall be sent for payment.  Supplier shall fill all purchase
     orders in accordance with their terms, provided that such purchase orders
     comply with minimum lead time described in Section 27.


          If any of the provisions of this Agreement shall be invalid or
     unenforceable, such invalidity or unenforceability shall not invalidate or
     render unenforceable the entire Agreement, but rather the entire Agreement
     shall be construed as if not containing the particular invalid or
     unenforceable provision or provisions, and the rights and obligations of
     Supplier and Company shall be construed and enforced accordingly.


          Supplier shall: (i) ship the PRODUCT covered by this Agreement or
     order complete unless instructed otherwise, (ii) ship to the destination
     designated in the Agreement or order, (iii) ship according to routing
     instructions given by Company, (iv) place the Agreement and order number on
     all subordinate documents, (v) enclose a packing memorandum with each
     shipment and, when more than one package is shipped, identify the package
     containing the memorandum; and (vi) mark the order number on all packages
     and shipping papers.  Adequate protective packing shall be furnished at no
     additional charge.  If Supplier does not comply with the terms of the

     FOB section of the Agreement or order or with Company's shipping or routing
     instructions, Supplier authorizes Company to deduct from any invoice of
     Supplier (or to charge back to Supplier), any increased cost incurred by
     Company as a result of Supplier's noncompliance.


          The delivery schedule applicable to each purchase order will be agreed
     upon by Supplier and Company and set forth in the purchase order.  The
     Supplier has indicated that PRODUCT can usually be shipped between fourteen
     (14) and forty-five (45) calendar days after receipt of Company's purchase

28.  TAXES

          Company shall reimburse Supplier only for the following tax payments
     with respect to transactions under this Agreement unless Company advises
     Supplier than an exemption applies: state and local sales and use taxes, as
     applicable.  Taxes payable by Company shall be billed as separate items on
     Supplier's invoices and shall not be included in Supplier's prices.
     Company shall have the right to have Supplier contest any such taxes that
     Company deems improperly levied at Company's expense and subject to
     Company's direction and control.


          The Supplier shall provide the Company with Tier 1-3 Technical Support
     from 1 August 2001 through 30 December 2001.  This support shall be
     provided on a 7x24 basis as described in Appendix A.  For the remainder of
     this agreement, the Supplier shall provide the Company with Tier 1
     Technical Support.  During this period, the Supplier shall provide, at the
     Company's expense, a branded Customer Support Website for on-line technical
     support to the Company's customers.  The price for such support shall be as
     shown in Appendix A.


          Company may at any time terminate any portion or the total quantity of
     any purchase order(s) placed under this Agreement.  Company's liability to
     Supplier with respect to such termination shall be limited to the
     termination charges shown below:
     Number of Days Prior to         Termination Charge
     Scheduled Shipment Date         (% of Purchase Price)

             0-30                            25%
            31-60                             0%
            61-90                             0%


          If Supplier has knowledge that anything prevents or threatens to
     prevent the timely performance of the Work under this Agreement, Supplier
     shall promptly notify Company's Representative and include all relevant
     information concerning the delay or potential delay. If delivery will be

     delayed beyond the original committed shipment date, Supplier shall be
     responsible for all increased cost of shipment if Company advised it
     desires accelerated shipment.


          Title (other than software) and risk of loss and damage to PRODUCT
     including software purchased by Company under this Agreement or an order
     issued pursuant to this Agreement shall vest in Company when the PRODUCT
     has been delivered at the FOB point.  If this Agreement or an order issued
     pursuant to this Agreement calls for additional services including, but not
     limited to, unloading, installation, or testing to be performed after
     delivery, Supplier shall retain title and risk loss and damage to the
     PRODUCT until the additional services have been performed. If Supplier is
     authorized to invoice Company for PRODUCT prior to shipment or prior to the
     performance of additional services, title to PRODUCT  (other than software)
     shall vest in Company upon payment of the invoice, but risk of loss and
     damage shall pass to Company when the additional services have been

          If requested by Company, Supplier will:

          (a) provide instructors and the necessary instructional material of
     Supplier's standard format to train Company's personnel in the
     installation, planning and practices, operation, maintenance and repair of
     PRODUCT furnished under this Agreement.  Supplier agrees to provide one (1)
     class to Company, at no charge to Company.  This class will be conducted at
     a location mutually agreed upon by both of the parties.  Should Company
     require further training, Supplier and Company shall mutually agree on a
     price, and location for such training.

         (b) provide instructors and the necessary instructional material of
     Supplier's standard format to train Company's personnel in product aspects
     from a sales and marketing perspective. These classed shall be conducted at
     reasonable intervals at locations agreed upon by Supplier and Company. The
     price for such classes are shown in Appendix A.


          Supplier shall view as Company's property any idea, data, program,
     technical, business or other intangible information, however conveyed, and
     any document, print, tape, disc, tool, or other tangible information-
     conveying or performance-aiding article owned or controlled by Company and
     identified by Company as proprietary/confidential either in writing or
     orally.  The aforementioned material may be identified by Company as
     proprietary/confidential verbally, and shall be followed up by written
     notice from Company to Supplier. Supplier shall, at no charge to Company,
     and as Company directs, destroy or surrender to Company promptly at its
     request any such article or any copy of such Information.  Supplier shall
     keep Information confidential and use it only in performing under

     this Agreement and obligate its employees, subcontractors and others
     working for it to do so, provided that the foregoing shall not apply to
     information previously known to Supplier free of obligation, or made public
     through no fault imputable to Supplier.


          Supplier warrants to Company and Customer, as defined in this section,
     that PRODUCT furnished will be new, free from defects in design (as
     embodied in PRODUCT specifications, attached as Appendix B), material and
     workmanship and will conform to and perform in accordance with the
     Specifications and drawings set forth in this Agreement. Supplier also
     warrants that PRODUCT will be DOCSIS or Euro-DOCSIS qualified (at the level
     of qualification indicated in Appendix B), as applicable, and will comply
     with all such DOCSIS and Euro-DOCSIS qualification requirements upon
     delivery. PRODUCT which is damaged through accident or neglect or failure
     to maintain environmental parameters, or is modified or repaired, other
     than by Supplier is not covered by the warranty. This warranty extends to
     the future performance of the PRODUCT and shall continue for a period of
     twelve  (12) months for hardware and ninety (90) days for software, from
     the date of delivery to an end user customer (hereinafter "Customer") or
     Company, or for PRODUCT installed by Company or its re-sellers.  Supplier
     also warrants that all services provided to Company shall be performed by
     persons with the requisite skill for such services and shall be performed
     in a competent and professional manner.  The warranty for services shall
     extend for ninety (90) days after the services have been rendered.  In the
     event of a breach of this warranty, Supplier shall re-perform the services
     to the reasonable satisfaction of Company.


          If during the term of this Agreement, and for one (1) year after the
     last shipment date of PRODUCT under this Agreement, Company notifies
     Supplier that PRODUCT shows evidence of an "Epidemic Condition," Supplier
     shall prepare and propose a Corrective Action Plan ("CAP") with respect to
     such PRODUCT within ten (10) working days of such notification, addressing
     implementation and procedure milestones for remedying such Epidemic
     Condition(s).  An extension of this time frame shall be permissible upon
     mutual written agreement of the parties.  At the Company's discretion, it
     may elect to suspend further shipment of affected PRODUCT until the CAP is
     in force.


          The Company shall provide the Supplier with the necessary materials
     needed to badge the PRODUCT with the Company's markings.


          The Supplier shall provide the Company with a full set of product
     literature (specification sheets and brochures, user documentation, etc.)
     in electronic form for the purpose of "rebranding" this material under the
     Company's own label.  The Supplier shall maintain all rights and

     ownership of this material, and the Company shall clearly delineate the
     ownership of the copyright, trademark, trade names and service marks of the
     Supplier in the re-branded material.


          This Agreement shall incorporate the typed or written provisions on
     Company's orders issued pursuant to this Agreement and shall constitute the
     entire agreement between the parties with respect to the subject matter of
     this Agreement and the order(s) and shall not be modified or rescinded,
     except by a writing signed by Supplier and Company. Printed provisions on
     the reverse side of Company's orders (except as specified otherwise in this
     Agreement) and all provisions on Supplier's forms shall be deemed deleted.
     Estimates or forecasts furnished by Company shall not constitute
     commitments.  The provisions of this Agreement supersede all
     contemporaneous oral agreements and all prior oral and written
     communications, and understandings of the parties with respect to the
     subject matter of this Agreement.

     Accepted August 1, 2001

     RiverDelta Networks, Inc.     General Instrument Corporation, d/b/a the
                                   Broadband Communications Sector of 
                                   Motorola, Inc.

     By: /s/ Michael R. Brown      By: /s/ Peter Sherlock
        ------------------------      ----------------------
     Name: Michael R. Brown        Name: Peter Sherlock
     Title: VP Bus. Dev. & COO     Title: Vice President & General Manager

APPENDICES - The following Appendices are hereby made part of the Agreement:

Appendix A - Price Schedule [REDACTED]*
Appendix B - Specification [REDACTED]*

* Confidential information has been omitted pursuant to a request for
confidential treatment in accordance with Rule 406 of the Securities Act of
1933, and such information has been filed separately with the Commission.

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