{"id":42239,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distribution-agreement-com21-inc-and-philips-electronics.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distribution-agreement-com21-inc-and-philips-electronics","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/distribution-agreement-com21-inc-and-philips-electronics.html","title":{"rendered":"Distribution Agreement &#8211; Com21 Inc. and Philips Electronics Australia Ltd."},"content":{"rendered":"<pre>\n                             DISTRIBUTION AGREEMENT\n\n\n                  This Distribution Agreement (the \"Agreement\") is entered as of\nNovember 26, 1997 by and between Com21, Inc. (\"Com21\"), a Delaware corporation,\nwith its principal place of business at 750 Tasman Drive, Milpitas, California\n95035 and Philips Public Telecommunication Systems (\"Philips\"), a division of\nPhilips Electronics Australia Ltd., an Australian corporation, with its\nprincipal place of business at Monash Gateway, 745 Springvale Road, Mulgrave,\nVIC 3170 Australia.\n\n                                    RECITALS\n\n                  1. Com21 intends to enable and drive development of broadband\nservices through high speed delivery of information over Hybrid Fiber Coax\n(\"HFC\") cable networks.\n\n                  2. Com21 is developing cable modems based on subscriber\nequipment technology related to broadband services over HFC cable networks and a\nheadend distribution system for use in such cable networks.\n\n                  3. Philips Broadband Networks, part of Philips Electronics,\nN.V. is involved in the data over cable market, through its Affiliate (defined\nbelow), Philips, as a systems integrator and distributor of an end-to-end\nproduct solution.\n\n                  4. Philips wishes to be a distributor of Com21 data cable\nmodems and Com21 headend distribution systems in the Territory (defined below)\nand serve as the marketing and technical lead-house for such distribution with\ninvolvement of other entities within the Philips Broadband Networks\norganization, including Affiliates of Philips' national sales organizations and\nvalue added resellers.\n\n                                    AGREEMENT\n\n                  NOW, THEREFORE, the parties agree as follows:\n\n1.       DEFINITIONS.\n\n         1.1 \"Affiliate\" means any entity directly or indirectly controlling,\ncontrolled by or under common control with that party where control means the\nownership or control, directly or indirectly, of more than fifty percent (50%)\nof all of the voting powers of the shares (or other securities or rights)\nentitled to vote for the election of directors or other governing authority or\notherwise having power to control such entity's general activities, but only for\nso long as such ownership or control shall continue.\n\n\n         1.2 \"Com21 Cable Modem\" means the Com21 subscriber-end data over cable\nmodem, as described in Exhibit A (Com21 Products) attached hereto.\n\n         1.3 \"Com21 End User\" means an End User who has purchased or been quoted\na Com21 Product directly from Com21.\n\n\n                                                          Distribution Agreement\n\n                                       1\n\n     2\n\n                                                                    Confidential\n\n         1.4 \"Com21 Headend\" means the headend controller unit developed by\nCom21, as described in Exhibit A (Com21 Products).\n\n         1.5 \"Com21 Products\" means collectively the Com21 Cable Modem, Com21\nHeadend and Com21 Software.\n\n         1.6 \"Com21 Software\" means the Com21 Network Management Applications\nPrograms in object code form and related documentation provided by Com21, as\ndescribed in Exhibit A (Com21 Products) and firmware contained in the Com21\nProducts.\n\n         1.7 \"Effective Date\" means the date this Agreement is executed by the\nlast party to execute this Agreement as indicated below.\n\n         1.8 \"End User\" means a cable owner or operator, multiple systems\noperator, program provider or any holding company or affiliate thereof.\n\n         1.9 \"First Level Support\" means the class of service provided to End\nUsers in which technical support staff is competent to answer technical\ninquiries regarding the Com21 Products, perform remedial hardware determination\nand installation and configuration support of the Com21 Products, identify the\ncause of a problem, replicate the problem at either the End User site or\nPhillips test facility, and implement a solution for a problem which is not the\nresult of an Error (as such term is defined in Exhibit D). In the case of an\nError, the technical staff is competent to identify the source of the Error and\ncreate a reproducible test case and document the details of the Error for\nescalation to Com21.\n\n         1.10 \"Territory\" means the world, excluding the Republic of South Korea\nand the Democratic Peoples' Republic of Korea (North Korea).\n\n2.       APPOINTMENT; TERRITORY; COM21 PRODUCTS.\n\n         2.1 Appointment. Subject to all the terms and conditions of this\nAgreement, Com21 hereby appoints Philips for the term of this Agreement as a\nnon-exclusive distributor of the Com21 Products only within the Territory. Com21\nProducts distributed by Philips for further distribution may be distributed only\nthrough subdistributors who have been pre-approved in writing by Com21 and who\nare bound in writing to all the restrictions on Philips contained in this\nAgreement. Com21 agrees not to distribute Com21 Products directly to any End\nUser located outside of North America to whom Philips has previously supplied a\nCom21 Product; provided that Com21 shall not be restricted from distributing\nCom21 Products to (a) any original equipment manufacturer or (b) any End User\nthat objects to obtaining the Com21 Products from Philips for reasons relating\nto service or support despite Com21's good faith efforts to encourage such End\nUser to purchase the Com21 Products from Philips. Nothing in this Agreement,\nhowever, shall be construed as limiting in any manner Com21's marketing or\ndistribution activities within North America or its marketing activities or\nappointment of other dealers, distributors, licensees or agents anywhere in the\nworld.\n\n         2.2 Territorial Restrictions. Philips may distribute Com21 Products\nonly to persons and entities located and taking delivery within the Territory.\nPhilips acknowledges and \n\n                                                          Distribution Agreement\n\n\n                                       2\n\n     3\n\n                                                                    Confidential\n\nunderstands that Com21 has granted Dacom International and Dacom, Inc. exclusive\nrights to distribute the Com21 Products in the Republic of South Korea and, when\ndistribution becomes legally permissible, in the Democratic Peoples' Republic of\nKorea (North Korea) (the \"Excluded Territory\") pursuant to that certain\nDistribution and Manufacturing License Agreement by and among Com21, Dacom\nInternational and Dacom, Inc. dated June 26, 1996. No distribution of a Com21\nProduct shall be made by Philips, any Affiliate or subdistributor to any person\nor entity where Philips knows or has reason to believe that the ultimate end\nuser of such Com21 Product is located within the Excluded Territory and any such\ndistribution will result in immediate termination of this Agreement.\n\n         2.3 Com21 Products. Com21 reserves the right to change, modify or\ndiscontinue any Com21 Product in its sole discretion at any time. Com21 shall\nhave the right to discontinue any Com21 Product in its sole discretion, provided\nthat Com21 makes available to Philips a functionally similar product. Any such\nmodified, changed or functionally similar product shall be a Com21 Product\nhereunder. Com21 will notify Philips as soon as practicable, but in no event\nless than ninety (90) days, of any plans to discontinue a Com21 Product.\nFollowing such notice, Com21 and Philips will discuss the customer and business\nimpact of such Com21 Product discontinuation. Com21 will use commercially\nreasonable efforts to fulfill all orders by Philips, accepted by Com21, of the\ndiscontinued Com21 Product.\n\n                  2.3.1 New Com21 Products. Com21 will use commercially\nreasonable efforts to notify Philips of the development of any update,\nenhancement or improvement of a Com21 Product or a new Com21 Product (each, a\n\"New Com21 Product\"). Com21 will, in its sole discretion, provide Philips beta\nversions of New Com21 Products when Com21 first makes such beta versions\navailable for distribution. Each New Com21 Product will be made generally\navailable to Philips as a Com21 Product, subject to the terms and conditions\nhereof, at the same time as such Com21 Product is made generally available in\nthe United States by Com21. The Com21 Product list as per Exhibit A will be\nmaintained with all New Com21 Products.\n\n                              2.3.1.1 Test Products. Com21 agrees to provide to\nPhilips, for no longer than four (4) months, as a bailee, one (1) unit of each\nNew Com21 Product to perform qualification testing. All New Com21 Products\nfurnished by Com21 to Philips under this Section 2.3.1.1 (Test Products)\n(\"Bailed Property\") shall: (i) be clearly marked or tagged as Com21's property;\n(ii) be and remain personal property and not become a fixture to real property;\n(iii) be subject to inspection by Com21 at any time; (iv) be used only for\nqualification testing by Philips; (v) be kept free of liens and encumbrances;\n(vi) be kept separate from other materials, tools or property of or held by\nPhilips; (vii) not be modified in any manner by Philips; and (viii) shall be\nstored in a safe place and environment. In the event Philips uses the Bailed\nProperty for any purpose other than to conduct qualification testing as\nspecified herein without Com21's prior written consent, Philips agrees to\npurchase such Bailed Property at Com21's list price for such Bailed Property.\nCom21 shall retain all rights, title and interest in and to the Bailed Property\nand Philips agrees to treat and maintain the Bailed Property with at least the\nsame degree of care as Philips uses with respect to its own valuable equipment.\nPhilips shall bear all risk of loss or damage to the Bailed Property until it is\nreturned to Com21. Upon Com21's request, Philips shall promptly return and\ndeliver all Bailed Property to Com21 in good condition, normal wear and tear\nexcepted, without cost to Com21 (exclusive of freight costs); Com21 shall\ndetermine the manner and procedure for returning the Bailed Property and \n\n                                                          Distribution Agreement\n\n\n                                       3\n\n     4\n\n                                                                    Confidential\n\nshall pay the corresponding freight costs. Philips waives any legal or equitable\nright it may have to withhold the Bailed Property and Philips agrees to execute\nall documents or instruments evidencing Com21's ownership of the Bailed Property\nas Com21 may from time to time request.\n\n         2.4 Software License. The appointment granted in Section 2.1\n(Appointment) above includes a non-exclusive, non-transferable,\nnon-sublicensable (except as provided in Section 2.4.1 below) license to (i) use\nthe Com21 Software solely to operate and support Com21 Cable Modems and Com21\nHeadends and (ii) distribute the Com21 Software, but only for use with Com21\nCable Modems and Com21 Headends, subject to the terms and conditions set forth\nin this Agreement. All copies of the Com21 Software and of any software or\nfirmware contained in the Com21 Products are licensed for distribution only and\nnot sold.\n\n                  2.4.1 Distribution Restrictions. No distribution or license of\nthe Com21 Software by Philips shall be made except pursuant to an enforceable\nwritten agreement (an \"End-User License Agreement\") signed by the end-user\ncustomer that is at least as protective of Com21 and its rights as Com21's\nstandard end-user software license agreement, set forth in Exhibit B (Com21\nEnd-User Software License Agreement) attached hereto. Notwithstanding the\nforegoing, Philips may include additional terms and\/or conditions in an End-User\nLicense Agreement, but has no obligation hereunder to do so, provided that such\nadditional terms or conditions do not diminish Com21's protections or rights as\nprovided under the Com21 End-User Software License Agreement.\n\n3.       INTEROPERABILITY OF OTHER PRODUCTS WITH COM21 SOFTWARE.\n\n         3.1 Development by Com21 of Open APIs. Com21 agrees to use commercially\nreasonable efforts to undertake and complete development of open application\nprogramming interfaces (\"APIs\") for the Com21 Software.\n\n         3.2 Development of Interoperable Products. Philips shall have the\nunrestricted right to develop software that operates with the Com21 Software\nthrough the APIs (\"Philips Software Applications\"). Notwithstanding the\nforegoing, Philips is not entitled to receive any source code or source\ndocumentation to the Com21 Software, except as expressly provided in this\nSection 3.2. Com21 hereby grants Philips a non-exclusive right, subject to all\nthe terms and conditions of this Agreement, to reproduce and use the APIs to\ndevelop Philips Software Applications. Com21 agrees to make available to Philips\nspecifications to facilitate development by Philips of external network\nmanagement systems, systems management systems and subscriber management\nsoftware that are interoperable with the Com21 Software (\"Interoperable\nSoftware\"). If Com21 and Philips decide to undertake development of any\nInteroperable Software or API jointly, then Com21 agrees to permit Philips to\nuse the Com21 Software source code solely for the limited purpose of such joint\ndevelopment under terms and conditions to be set forth in a separate written\nagreement and executed by the parties.\n\n                                                          Distribution Agreement\n\n\n                                       4\n\n     5\n\n                                                                    Confidential\n\n4.       OWNERSHIP.\n\n         4.1 Com21. As between the parties, Com21 retains and shall exclusively\nown all title to, and except as expressly and unambiguously licensed herein, all\nrights and interest in the Com21 Software, any and all APIs for the Com21\nSoftware (by whomever produced, but excluding Philips Software Applications and\nInteroperable Software developed solely by or on behalf of Philips), any other\nsoftware or firmware contained in the Com21 Products, documentation, all\nmodifications, improvements and derivative works (by whomever produced) of the\nforegoing and all proprietary and intellectual property rights throughout the\nworld in the foregoing. Subject to Section 4.2, Philips hereby makes any\nassignment necessary to accomplish the foregoing ownership provision. Com21 will\nhave the exclusive right to, and, at Com21's expense, Philips agrees to assist\nCom21 in every proper way (including, without limitation, becoming a nominal\nparty) to, evidence, record and perfect the assignment and to apply for and\nobtain recordation of, and from time to time enforce, maintain and defend, such\nproprietary rights. Philips will execute all documents Com21 may reasonably\nrequest for such purposes.\n\n\n         4.2 Philips. As between the parties, Philips shall own all right, title\nand interest in and to its products (including, without limitation, software and\ndocumentation), Interoperable Software and Philips Software Applications\ndeveloped solely by or on behalf of Philips, all modifications, improvements and\nderivative works (by whomever produced) of the foregoing and all proprietary and\nintellectual property rights throughout the world in the foregoing. Com21 shall\nhave no right nor acquire any right whatsoever under this Agreement in any\nintellectual property of Philips. Subject to Section 4.1, Com21 hereby makes any\nassignment necessary to accomplish the foregoing ownership provision. Philips\nwill have the exclusive right to, and, at Philips' expense, Com21 agrees to\nassist Philips in every proper way (including, without limitation, becoming a\nnominal party) to, evidence, record and perfect the assignment and to apply for\nand obtain recordation of, and from time to time enforce, maintain and defend,\nsuch proprietary rights. Com21 will execute all documents Philips may reasonably\nrequest for such purposes.\n\n5.       SUPPLY TERMS.\n\n         5.1 Forecasts. Commencing as soon as practical, but in no event less\nthan sixty (60) days prior to the first date in which Philips' distribution of a\nCom21 Product is projected to occur, Philips shall deliver to Com21 rolling\ntwelve (12) month forecasts, in writing and updated each calendar quarter, of\nPhilips' anticipated quantity requirements and shipment dates (\"Shipment Dates\")\nfor such Com21 Product. Com21 may reject any forecast submitted by Philips\nhereunder in which the forecasted quantity of a Com21 Product exceeds by one\nhundred fifty percent (150%) Philips' average forecasted quantity of such Com21\nProduct during the most recent six (6) month period. If a required forecast is\nnot submitted for a Com21 Product, the immediately preceding forecast for that\ncalendar quarter shall become the new forecast. Philips acknowledges that Com21\nwill use such forecasts to plan manufacturing output of the Com21 Products,\nhowever, Com21 acknowledges that such forecasts are not binding and do not\ncommit Philips to purchase any quantity of Com21 Products.\n\n         5.2 Purchase Orders. Philips shall order Com21 Products from Com21 by\n\n                                                          Distribution Agreement\n\n\n                                       5\n\n     6\n\n                                                                    Confidential\n\nsubmitting a written purchase order (an \"Order\"), at least ninety (90) days\nprior to the applicable Shipment Date. Each Order shall identify the Com21\nProducts and model numbers in the quantities ordered, Shipment Date(s), shipping\ninstructions and any export\/import information required to enable Com21 to fill\nthe order. Philips shall not submit any order in an amount less than TWO\nTHOUSAND DOLLARS (US$2,000); provided, however, Philips shall use its best\ncommercially reasonable efforts to ensure that each order submitted to Com21,\nexcept orders of spare parts and emergency orders, is in an amount of not less\nthan TWENTY THOUSAND DOLLARS (US$20,000). Com21 shall accept or reject Orders\nreceived from Philips within five (5) days of receipt of such order (the \"Order\nAcceptance Date\"). Com21 shall have no liability to Philips with respect to any\nOrder which is not accepted by Com21, provided that Com21 shall not reject any\nOrder which is made in accordance with all of the terms of this Agreement, where\nthe quantity of units of a Com21 Product ordered does not exceed one hundred\nfifty percent (150%) of Philips' average forecasted quantity of such Com21\nProduct during the most recent six (6) month period and Com21 has not rejected\nsuch forecast.\n\n         5.3 Supply of Com21 Products. Notwithstanding the provisions of Section\n5.2, during the term of this Agreement, subject to the other terms and\nconditions hereof, Com21 shall use its commercially reasonable efforts, and\ninsofar as practical and consistent with Com21's then current lead time\nschedule, shipping schedule, access to supplies on acceptable terms and\nallocation of available products and capacity among Com21 customers, to fill (by\nfull or partial shipment), Philips' Orders accepted by Com21 (i) for forecasted\nquantities of Com21 Products within eight (8) weeks following the Order\nAcceptance Date and (ii) for unforecasted quantities of Com21 Products not more\nthan twelve (12) weeks following the Order Acceptance Date. Com21 will use its\ncommercially reasonable efforts to ship such Com21 Products in shorter intervals\nand, whenever possible, Com21 will fill Philips' Orders with Com21 Products held\nby Com21 in inventory, provided Com21 has no outstanding obligation to supply\nsuch Com21 Products to a third party.\n\n                  5.3.1 Supply of Common Components. Following the first\nshipment of \"commercial grade\" Com21 Products, Com21 will use commercially\nreasonable efforts to establish and maintain a reasonable quantity of Com21\nProduct parts or components, to be mutually agreed upon by Com21 and Philips,\nfor shipment to Philips on a rush basis.\n\n         5.4 Delivery. Com21 Products are delivered F.O.B. Com21's plant or\nother place of shipment and will be shipped by a freight forwarder specified by\nPhilips.\n\n         5.5 Order Changes; Rescheduling. Philips may, without charge, increase\nan Order for any particular Com21 Product provided that Philips gives prior\nwritten notice thereof. Com21 will use commercially reasonable efforts to\naccommodate Philips for any Order increase. Cancellation or rescheduling of an\nOrder for a Com21 Product shall be effective only with prior written notice\nreceived by Com21 and, to the extent Com21 has incurred costs and\/or expenses\n(excluding general administration and management costs) due to such cancellation\nor rescheduling, shall be subject to charges not to exceed the charges set forth\nin the following schedule (charges are based on the price of the portion of the\nOrder that is changed or cancelled), provided Com21 is unable to sell such Com21\nProducts within a reasonable period of time despite Com21's commercially\nreasonable efforts. If an Order is rescheduled for shipment more than one\nhundred twenty (120) days after the originally scheduled Shipment \n\n                                                          Distribution Agreement\n\n\n                                       6\n\n     7\n\n                                                                    Confidential\n\nDate, or if it is rescheduled twice, it will be deemed cancelled.\n\n  \n  \n             Notice Period\n                Before                                Cancellation                             Rescheduling\n          Scheduled Shipment                             Charge                                   Charge\n          ------------------                             ------                                   ------\n                                                                                               \n             0 to 30 days                                  [*]                                     [*]\n\n             31 to 60 days                                 [*]                                     [*]\n\n           60 days and more                                [*]                                     [*]\n  \n\n         5.6      Rejection of Com21 Products in Case of Nonconformity.\n\n                  5.6.1 Philips may reject any portion of any shipment of Com21\nProducts which is not conforming in all material respects with the\nspecifications set forth in Com21's published data sheets applicable to the part\nnumbers set forth in Exhibit A (Com21 Products). In order to reject a shipment,\nPhilips must (i) give written notice to Com21 of Philips' rejection of the\nshipment within fourteen (14) days of receipt together with a detailed written\nindication of the reasons for such rejection and (ii) obtain a Return Materials\nAuthorization (\"RMA\") number from Com21. After notice of rejection is given,\nPhilips shall cooperate with Com21 in determining whether such rejection is\njustified. If no such notice of rejection is timely received by Com21, Philips\nshall be deemed to have accepted such shipment of Com21 Products.\n\n                  5.6.2 Com21 shall specify its preferred shipping method for\nreturned Com21 Products and Com21 shall pay all transportation and insurance\ncharges for properly rejected Com21 Products and Philips shall be entitled to a\ncredit in the amount of the purchase price of properly rejected Com21 Products\nto be applied to future orders. Com21 shall notify Philips promptly as\nreasonably possible whether Com21 accepts Philips' basis for rejection.\n\n                  5.6.3 Whether or not Com21 accepts Philips' basis for\nrejection, Com21 shall use its reasonable efforts, at Philips' request, to\nprovide replacement Com21 Products which shall be purchased by Philips as\nprovided herein.\n\n          5.7 Prices. Prices of Com21 Products to Philips payable by Philips are\nthose set forth on Com21's then current price list [*]. Notwithstanding the\nforegoing, for Com21 Cable Modems that Philips purchases from Com21 for sale to\nEnd Users located in North America, [*]\n\n\n                  (i)         [*] during the period in which Philips purchases \n                              up to [*] units of the Com21 Cable Modem in \n                              aggregate worldwide;\n\n                  (ii)        [*] during the period in which Philips purchases\n                              more \n\n                                                          Distribution Agreement\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Commission. Confidential treatment has been requested with respect to the\nomitted portions.\n                            \n\n                                       7\n\n     8\n\n                                                                    Confidential\n\n                              than [*] but less than [*] units of the Com21\n                              Cable Modem in aggregate worldwide; or\n\n                  (iii)       [*] during the period in which Philips purchases\n                              more than [*] units of the Com21 Cable Modem in\n                              aggregate worldwide.\n\nThe purchase price to Philips of Com21 Headends purchased by Philips for sale to\nEnd Users located in North America shall be [*] \n\n\n                  Com21 shall advise Philips of the then current price of Com21\nProducts to Philips for sales by Philips to End Users in North America in\naccordance with the provisions of this Section 5.7 and Com21 shall use its good\nfaith efforts to provide Philips with price updates within seven (7) business\ndays after prices are quoted by Com21. Notwithstanding anything to the contrary\nin this Agreement, the foregoing provisions of this Section 5.7 will be\napplicable to all New Com21 Products listed in Exhibit A, as amended.\n\n                  5.7.1 Price Changes. Com21 shall have the right, in its sole\ndiscretion, from time to time or at any time, to change the prices of the Com21\nProducts with ninety (90) days' prior written notice for price increases. New\nprices will apply to all shipments made after such notice period. Orders placed\nby Philips within the notice period shall not exceed one hundred fifty percent\n(150%) of Philips' average per Order quantities during the previous six (6)\nmonth period of Com21 Products affected by the increase, although Orders in\nexcess of such quantities may be made but shall be subject to the new increased\nprice. In the event of any price decrease, Com21 will provide Philips with a\ncredit towards future orders equal to the difference between (i) the price paid\nby Philips for the Com21 Products affected by the decrease that remain in\nPhilips' inventory upon the effective date of the decrease (not including Com21\nProducts obtained more than three (3) months before the decrease and Com21\nProducts obtained more than six (6) months before a price decrease during the\nfirst year of the term of the Agreement) and (ii) the decreased price for the\nsame amount of such Com21 Products. Prior to any Com21 announcement of a price\ndecrease and upon Com21's request, Philips shall disclose to Com21 in writing\nPhilips' inventory of Com21 Products.\n\n                  [*] In the event, during the term of this Agreement, Com21 \nenters into an agreement of similar scope with a third party [*]\n\n                                                          Distribution Agreement\n\n[*] Certain information on this page has been omitted and filed separately with\nthe Commission. Confidential treatment has been requested with respect to the\nomitted portions.\n\n\n                                       8\n\n     9\n\n                                                                    Confidential\n\n         5.8 Payment of Purchase Orders. Payment of all Orders shall be made in\nU.S dollars by wire transfer to the bank account designated below or such other\nbank and account as may be designated by Com21 in writing from time to time.\nTerms of payment will be net thirty (30) days from Shipment Date or invoice\ndate, whichever is later, unless Com21 at any time determines that Philips'\ncredit is not satisfactory, in which case payment terms shall be by letter of\ncredit satisfactory to Com21. No part of any payment payable to Com21 hereunder\nmay be reduced due to any counterclaim, set-off, adjustment or other right which\nPhilips might have against Com21, any other party or otherwise.\n\n\n                  Designated Bank: Silicon Valley Bank\n                                   3003 Tasman Drive\n                                   Santa Clara, California 95050\n                  Telephone:       (408) 654-7400\n                  Routing Number:  121140399\n                  Beneficiary:     Com21, Inc.\n                  Account No.:     0272683175\n                  Federal Tax I.D. No.:  94-3201698\n\n                  5.8.1 Taxes; Late Fees. Philips will pay, indemnify and hold\nCom21 harmless from all charges including, without limitation, transportation\ncharges, any sales, use, excise, ad valorem, import, export, value-added or\nsimilar tax, or other tax or duty not based upon Com21's net income and all\ngovernment permit fees, license fees, customs fees and similar fees, duties and\nother governmental assessments which Com21 may incur in connection with this\nAgreement and the performance of Com21's or Philips' (or any Affiliate's)\nobligations hereunder. Any amounts that are not paid on or before such payment\nis due shall bear interest at a rate of one percent (1%) per month, calculated\non the number of days such payment is delinquent, or if less, the maximum amount\npermitted by law. The foregoing shall in no way limit any other remedy available\nto Com21.\n\n6.       PHILIPS COVENANTS AND REPRESENTATIONS.\n\n                  Except as otherwise expressly and unambiguously provided\nherein, Philips represents, warrants and agrees:\n\n                  (i) to notify Com21 of any actual or potential governmental\naction relevant to any Com21 Product as soon as Philips becomes aware of such\naction;\n\n                  (ii) not to modify, create any derivative work of, or include\nin any other software or make any copies of the Com21 Software or any software\nor firmware contained in the Com21 Products or copies or any portion thereof;\n\n                  (iii) not to delete, alter, obscure, add to or fail to\nreproduce in and on any Com21 Product the name of such Com21 Product and any\ncopyright or other notices appearing in or on any component, copy,\ndocumentation, media, master or package materials provided by Com21 or which may\nbe required by Com21 at any time;\n\n                  (iv) not to reverse assemble, decompile, reverse engineer or\notherwise \n\n                                                          Distribution Agreement\n\n\n                                       9\n\n     10\n\n                                                                    Confidential\n\nattempt to derive the source code (or the underlying ideas, structure, sequence,\norganization or algorithms) from the Com21 Software or copies of other software\ncontained in a Com21 Product or from any other information or allow others to do\nany of the foregoing;\n\n                  (v) to comply with good business practices and all laws and\nregulations relevant to this Agreement or the subject matter hereof. In its\ndistribution efforts, Philips will use the then current names, marks and\ndesignations used by Com21 for the Com21 Products (the \"Marks\") (but will not\nrepresent or imply that it is Com21 or is a part of Com21). However, all\nadvertisements, promotional materials, packaging and anything else bearing a\nMark shall identify Com21 as the Mark owner and shall be subject to prior\nwritten approval of Com21, which approval shall not be unreasonably withheld.\nPhilips agrees not to use or contest during or after the term of this Agreement\nany Mark used by Com21 anywhere in the world (or any name, mark or designation\nsubstantially similar thereto). In addition, during the term of this Agreement,\nPhilips shall cooperate with Com21 in its efforts to register the Marks. Philips\nshall not apply to register any of the Marks without Com21's prior written\nconsent;\n\n                  (vi) to keep Com21 informed as to any problems encountered\nwith the Com21 Products and any resolutions arrived at for those problems, and\nto communicate promptly to Com21 any and all modifications, design changes or\nimprovements of the Com21 Products suggested by any customer, employee or agent.\nPhilips further agrees that Com21 shall have any and all right, title and\ninterest in and to any such suggested modifications, design changes or\nimprovements of the Com21 Products, without the payment of any additional\nconsideration therefor either to Philips, or its employees, agents or customers.\nPhilips further agrees that it will also promptly notify Com21 of any\ninfringement of any trademarks or other proprietary rights relating to the Com21\nProducts of which Philips becomes aware; and\n\n                  (vii) to comply, to the extent applicable, with the U.S.\nForeign Corrupt Practices Act (regarding among other things, payments to\ngovernment officials) and all export laws, restrictions, national security\ncontrols and regulations of the United States and all other applicable foreign\nagencies and authorities, and not to export or re-export, or allow the export or\nre-export of, any Com21 Product or any copy or direct product thereof (a) in\nviolation of any such restrictions, laws or regulations or (b) without all\nrequired licenses and authorizations, to Cuba, Libya, North Korea, Iran, Iraq or\nRwanda or to any Group D:1 or E:2 country (or any national of such country)\nspecified in the then current Supplement No. 1 to part 740 of the U.S. Export\nAdministration Regulations (or any successor supplement or regulations). Philips\nshall promptly execute any documents required by Com21 to comply with U.S.\nexport requirements or demonstrate to Com21 its compliance with such\nrequirements. Philips shall obtain and bear all expenses relating to any\nnecessary licenses and\/or exemptions with respect to the export from the U.S. of\nall Com21 Products, material or items deliverable by Com21 hereunder to any\nlocation and shall demonstrate to Com21 compliance with all applicable laws and\nregulations prior to delivery thereof by Com21.\n\n7. MARKETING OF COM21 PRODUCTS. Philips shall use its commercially reasonable\nefforts to successfully market the Com21 Products through existing and new\ndistribution channels, provide systems integration services for End Users and\nprovide First Level Support (including installation, training and other support)\nto End Users on a continuing basis. Com21 will provide Philips with updated\ninformation on product positioning, \n\n                                                          Distribution Agreement\n\n                                       10\n\n     11\n\n                                                                    Confidential\n\ncompetitive products and other appropriate marketing tools as agreed upon by the\nparties on an as needed basis. In connection with certain large sales\nopportunities or presentations, Com21, upon Philips' request, will use\ncommercially reasonable efforts to provide Philips with technical and marketing\npresales support, as mutually agreed by the parties. Each party shall bear its\nown costs and expenses incurred in connection with its sales and marketing\nefforts, unless otherwise agreed to in advance by both parties.\n\n8.       TRAINING AND SUPPORT OF COM21 PRODUCTS.\n\n         8.1 Training. Com21 will provide Philips personnel a total of two (2)\nman days of sales training in connection with sales and marketing of the Com21\nProducts and ten (10) man days of technical training in connection with\ninstallation and support of the Com21 Product per annum. Training will be\nconducted at mutually agreeable times and locations; provided Philips shall pay\nreasonable travel, lodging and meal expenses incurred by Com21 in connection\nwith providing technical training at a location other than Com21's facilities.\nEach party shall bear its own sales and marketing training expenses including,\nwithout limitation, travel, lodging and meal expenses.\n\n         8.2 Support. Com21 shall provide Support Services (as defined in\nExhibit D) to Philips for the Com21 Software pursuant to the terms and\nconditions set forth in the Com21 Support Terms and Conditions in Exhibit D\nhereto (Com21 Support Terms and Conditions). Philips shall have sole\nresponsibility for performing First Level Support of the Com21 Products. Philips\nshall perform a reasonable technical investigation of all Support Services\nissues and attempt to determine the cause of the problem before requesting Com21\nto provide Support Services. In the event that Philips requests Com21 to perform\non-site support, then Com21 and Philips will mutually agree upon the corrective\naction to be taken.\n\n9. DEMONSTRATION COM21 PRODUCTS. Philips shall purchase from Com21 such Com21\nProducts comprising one (1) complete broadband modem system (\"Demonstration\nSystem\") for Philips' internal use only. In addition, Philips shall be entitled\nto purchase Com21 Products comprising up to four (4) additional Demonstration\nSystems for internal use within the Philips Broadband Networks organization.\nSuch Demonstration Systems may be used at national and regional trade shows to\npromote the Com21 Products and Philips' distribution and systems integration\nservices in connection with the Com21 Products, provided (i) the Demonstration\nSystems are maintained in good working order and appearance and otherwise in a\nmanner which reflects favorably upon Com21 and (ii) the Demonstration Systems\nare operated substantially in accordance with Com21's reasonable operating\nguidelines. Such Com21 Products shall be of commercial grade, except that\nPhilips may elect to accept (a) a late beta version of the Com21 Software,\nprovided that modifications of such beta version of the Com21 Software prior to\ncommercial availability will be limited to updates and (b) beta versions of the\nCom21 Cable Modem and the Com21 Headend, provided that Com21 will exchange each\nsuch beta version for a commercial grade version when it becomes available. The\nprice of the Demonstration Systems shall be discounted from Com21's current\nprice list as set forth in Exhibit E hereto (Demonstration Systems Prices) and\nshall include, without charge, one (1) copy of the Com21 Software for each\nDemonstration System. Philips shall not obscure, remove, alter or add to any\ntrademark, logo, designation or label on or in any Com21 Product purchased under\nthis Section 9.\n\n                                                          Distribution Agreement\n\n                                       11\n\n     12\n\n                                                                    Confidential\n\n10.      WARRANTY; DISCLAIMER.\n\n         10.1 Com21 Products Standard Warranty. Com21 warrants only to Philips\nfor the period stated in the next paragraph and, in the case of clause (iv)\nbelow, from the date of shipment to one (1) year following January 1, 2000 (the\n\"Warranty Period\"), that:\n\n                  (i) each Com21 Cable Modem and Com21 Headend shall be free\nfrom material defects in design, manufacturing and materials;\n\n                  (ii) the media provided by Com21 containing the Com21 Software\n(but not the Com21 Software itself) is free from physical defects;\n\n                  (iii) each Com21 Cable Modem and Com21 Headend will perform\nsubstantially in accordance with Com21's published performance and functional\nspecifications for such Com21 Product; and\n\n                  (iv)  the use of dates prior to, after or including the year \n2000 will not render a Com21 Product inoperative.\n\n                  For Com21 Products shipped to End Users from Philips'\ninventory, the Warranty Period applicable to such Com21 Products shall be one\n(1) year from the date of shipment to the End User; provided that, in no event\nshall the Warranty Period exceed fifteen (15) months from the original date of\nshipment by Com21, and further provided such Com21 Products are included in a\nwritten report, submitted by Philips to Com21 on a monthly basis, of Philips'\ninventory of Com21 Products, specifying the shipment date, quantity shipped and\nserial numbers of such Com21 Products. Com21 and Philips may, as required,\nreview the applicability of the fifteen (15)-month Warranty Period to reflect a\ntwelve (12)-month operational warranty in an efficient factory-to-customer\nlogistics operation.\n\n                  The foregoing warranty above does not extend to any Com21\nProduct that (i) is modified or altered, (ii) is not maintained to Com21's\nmaintenance recommendations, (iii) is operated in a manner other than that\nspecified by Com21, (iv) has its serial number removed or altered, (v) is\ntreated with abuse, negligence or other improper treatment (including, without\nlimitation, use outside the recommended environment) or (vi) is used with or\noperated with any product, the performance or functionality of which is affected\nby the use of dates prior to, after or including the year 2000. Philips' sole\nremedy with respect to any warranty set forth in this Section 10.1 is as stated\nin Section 10.3 (Return of Com21 Products) below and, with respect to defects in\nthe Com21 Software other than as provided in the foregoing warranty, in the\nCom21 Support Terms and Conditions in Exhibit D hereto. Philips is fully\nresponsible for satisfaction of its customers and will be responsible for all\nclaims, damages, settlements, expenses and attorneys fees incurred by Com21 with\nrespect to Philips' customers or their claims beyond Com21's above warranty\nobligation to Philips, except to the extent that such warranty is expressly\nprohibited by the law applicable to an agreement between Philips and an End User\nor a Philips reseller and an End User governing the sale and purchase of the\nCom21 Products.\n\n                  EXCEPT TO THE EXTENT THE PROVISIONS OF THIS PARAGRAPH \n\n                                                          Distribution Agreement\n\n                                       12\n\n     13\n\n                                                                    Confidential\n\nARE EXPRESSLY PROHIBITED BY THE LAW APPLICABLE TO AN AGREEMENT BETWEEN PHILIPS\nAND AN END USER OR A PHILIPS RESELLER AND AN END USER GOVERNING THE SALE AND\nPURCHASE OF COM21 PRODUCTS, IN WHICH CASE THE WARRANTIES WITH RESPECT TO SUCH\nCOM21 PRODUCTS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW,\nCOM21 MAKES NO OTHER WARRANTIES WITH RESPECT TO THE COM21 PRODUCTS, OR ANY\nSERVICES AND DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,\nINCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A\nPARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, COM21 DOES NOT WARRANT,\nGUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE\nUSE, OF THE COM21 PRODUCTS OR RELATED DOCUMENTATION IN TERMS OF CORRECTNESS,\nACCURACY, RELIABILITY OR OTHERWISE.\n\n                  10.1.1 Product Reliability Failure. Com21 shall use its\ncommercially reasonable efforts to ensure that not greater than one percent (1%)\nof the units of the Com21 Cable Modem delivered to Philips during any\nconsecutive rolling twelve (12) month period fail to comply with the above\nwarranty.\n\n                  10.1.2 Excess Product Failure. \"Excess Product Failure\" shall\nmean more than one percent (1%), but less than three percent (3%), of the units\nof the Com21 Cable Modem delivered to Philips during any rolling twelve (12)\nmonth period, or any other representative period, fail to comply with the above\nwarranty. In the event of an Excess Product Failure, the parties shall work\ntogether in good faith to develop a corrective action program to be implemented\nwithin a mutually agreeable timeframe.\n\n                  10.1.3 Catastrophic Product Failure. \"Catastrophic Product\nFailure\" shall mean greater than three percent (3%) of the units of the Com21\nCable Modem delivered to Philips during any rolling twelve (12) month period, or\nany other representative period, fail to comply with the above warranty or in\nthe event of it being determined that any Com21 Product as delivered to Philips\nby Com21 has a defect that causes or could cause injury to a person or\nsubstantial property damage when such Com21 Product is used as specified in the\ndocumentation provided by Com21 for such Com21 Product or in the event (i) a\ngovernment authority having jurisdiction over the distribution and use of the\nCom21 Products orders a recall of the Com21 Products or (ii) Com21, Philips and\nan End User all agree in writing to the return of all units of Com21 Products\ndelivered to such End User. In the case of a Catastrophic Product Failure,\nCom21's obligations shall be, as soon as practicable, to propose a corrective\naction plan to fix the failure of any affected unit of Com21 Cable Modem and to\nimplement this action plan upon Philips' acceptance thereof. If the action plan\nis not acceptable to Philips, Philips can require Com21 to repair or replace, at\nCom21's option, the affected units of Com21 Cable Modem. The repair or\nreplacement shall be done at mutually agreed-upon location(s); provided,\nhowever, that costs of repair or replacement together with the shipping,\ntransportation and other costs of gathering and redisseminating such units of\nthe Com21 Cable Modem shall be borne by Com21. The parties agree to make\ncommercially reasonable efforts to complete the repair or replacement of all of\nthe affected units of Com21 Cable Modem within a reasonable time after written\nnotice of Catastrophic Product Failure by Philips to Com21.\n\n                                                          Distribution Agreement\n\n\n                                       13\n\n     14\n\n                                                                    Confidential\n\n         10.2 Com21 Products Extended Warranty. Philips may obtain an extended\nwarranty for the Com21 Cable Modem and Com21 Headend in accordance with the\nterms and conditions set forth in Exhibit F (Com21 Products Extended Warranty).\n\n         10.3 Return of Com21 Products. Philips will handle and be responsible\nfor all warranty returns of Com21 Products from its direct and indirect\ncustomers. Com21 Products obtained from Com21 which do not comply with the above\nwarranty and are returned to Philips during the Warranty Period (as shown by\nappropriate documentation) will be repaired or replaced at Com21's option, at no\ncost to Philips. Philips shall ensure that only Com21 Products that do not\ncomply with the above warranty are the basis of any warranty claim and that such\nCom21 Products are promptly returned to Com21. Com21 will bear the cost of\nfreight and insurance of returned Com21 Products. All returned Com21 Products\nmust be in the original packaging and container, or other protective packaging,\nwhich shall conspicuously bear the RMA number Philips obtains from Com21 prior\nto return. In the event that a Com21 Product returned by Philips is determined\nby Com21 to comply with the warranty, Philips shall reimburse the amount of\nshipping and insurance charges incurred by Com21 and pay Com21 FIFTY DOLLARS\n(US$50) for each returned Com21 Product in which no problem was found. If Com21\ncannot, or determines that it is not practical to, repair or replace the\nreturned Com21 Product, the price therefor paid by Philips will be credited and\napplied to future orders. Com21 will reimburse Philips for reasonable expenses,\nwhich Com21 has pre-approved in writing, incurred and paid by Philips in\nconnection with performing repairs of Com21 Products returned during the\nWarranty Period and Com21 will, upon request, provide Philips, at no expense,\nwith parts necessary for performing such repairs. In addition, Com21 will make\navailable to Philips repair parts for purchase at Com21's then current spare\nparts prices. In the event of a breach by a Com21 Product of an implied\ncondition or warranty that may not be disclaimed or excluded under the law\napplicable to the agreement between Philips and its End User or between a\nPhilips reseller and its End User governing the purchase and sale of such Com21\nProduct, Com21 agrees to indemnify Philips against any claim or damages solely\nresulting from such breach; provided the breach is not caused by any action,\nomission or intervention by Philips or such Philips reseller; further provided\nthat (i) the provisions of this paragraph are expressly prohibited by such law\nand (ii) Philips or the Philips reseller has used its commercially best efforts\nto limit the warranties and conditions applicable to such Com21 Product to the\nmaximum extent permitted under such law.\n\n                  10.3.1 Out-of-Warranty Repairs. After expiration of the\nWarranty Period, Com21 will repair Com21 Products on a time and materials basis\nat prices and charges that are not higher than those provided by Com21 to third\nparties. Com21 will warrant such out-of-warranty repair of Com21 Products for a\nperiod of thirty (30) days from the date of repair.\n\n                                                          Distribution Agreement\n\n                                       14\n\n     15\n\n                                                                    Confidential\n\n                  10.3.2 Repair or Replacement Turn Around Time. Com21 will use\ncommercially reasonable efforts to repair or replace defective units of the\nCom21 Cable Modem and Com21 Headend, whether such repair or replacement is\nin-warranty or out-of-warranty, and ship the repaired or replaced Com21 Product\nto Philips within ten (10) business days, but in no event more than fifteen (15)\nbusiness days, after Com21's receipt of the defective Com21 Product. Failure of\nthe Com21 Software to comply with the warranty set forth in Section 10.1 (iv)\nshall be deemed a \"Critical Error\" as defined in the Com21 Support Terms and\nConditions set forth in Exhibit D hereto and Com21 will correct such failure in\naccordance with the terms for correcting Critical Errors specified therein.\nCorrection of other errors of the Com21 Software shall be performed by Com21\npursuant to the Com21 Support Terms and Conditions in accordance with the\npriority level reasonably assigned to such errors by Philips.\n\n11.      CONFIDENTIALITY.\n\n         11.1 Confidential Information. Information of either party (the\n\"Disclosing Party\") including, but not limited to, trade secrets, know-how,\ninventions (whether patentable or not), ideas, improvements, works of\nauthorship, derivative works, modifications, product development plans,\nforecasts, strategies, names and expertise of employees and consultants,\ntechniques, processes, algorithms, software programs, schematics, designs,\ncontracts, customer lists, financial information, sales and marketing plans and\nall other business and technical information, which at the time of disclosure is\nclearly designated as confidential, shall be the confidential information\n(\"Confidential Information\") of the Disclosing Party. In particular, but without\nlimitation, the Com21 Software source code and the source code of any software\nand firmware contained in the Com21 Products shall be the Confidential\nInformation of Com21. In addition, the terms of this Agreement shall be the\nConfidential Information of each party disclosed to the other party. Each party\nrecognizes the importance to the other of the other's Confidential Information.\nIn particular, Philips recognizes that the Com21 Software source code and other\nof Com21's Confidential Information (and the confidential nature thereof) are\ncritical to the business of Com21 and that Com21 would not enter into this\nAgreement without assurance that such technology and information and the value\nthereof will be protected as provided in this Section 11.1 (Confidential\nInformation).\n\n         11.2 Confidentiality Obligations. Each party (the \"Receiving Party\")\nacknowledges that in the course of the performance of this Agreement, it may\nobtain the Confidential Information of the Disclosing Party. The Receiving Party\nshall, at all times, both during the term of this Agreement and thereafter for a\nperiod of five (5) years, keep in confidence as a fiduciary and take all\nprecautions the Receiving Party uses with respect to its confidential materials\nof a similar nature. The Receiving Party shall not use the Confidential\nInformation of the Disclosing Party other than for the purpose of performing its\nobligations under this Agreement or as expressly permitted under the terms of\nthis Agreement or by a separate written agreement. \n\n                                                          Distribution Agreement\n\n                                       15\n\n     16\n\n                                                                    Confidential\n\nThe Receiving Party shall take all reasonable steps to prevent unauthorized\ndisclosure or use of the Disclosing Party's Confidential Information and to\nprevent it from falling into the public domain or into the possession of\nunauthorized persons. The Receiving Party shall not disclose Confidential\nInformation of the Disclosing Party to any person or entity other than its\nofficers, employees, consultants and Affiliates who need access to such\nConfidential Information in order to perform its obligations under this\nAgreement and will protect the Disclosing Party's Confidential Information to\nthe same extent the Receiving Party protects its Confidential Information. In\naddition, Com21 staff shall not disclose any of the purchasing price conditions\nof this Agreement to any person, including Philips staff, associates and\ncustomers worldwide except the following nominated officers: Garry McCarten,\nEdwin Taits, David Torr, Neinhard Neuwirth, Jim Reynolds, Steve Mulvogue, Dieter\nBrauer, Peter Gensch, and other officers as nominated by Garry McCarten or the\nappropriate Philips senior manager. The Receiving Party shall immediately give\nnotice to the Disclosing Party of any unauthorized use or disclosure of\nDisclosing Party's Confidential Information. The Receiving Party agrees to\nassist the Disclosing Party to remedy such unauthorized use or disclosure of its\nConfidential Information.\n\n         11.3 Exceptions to Confidential Information. Information that is in or\n(through no improper action or inaction of the Receiving Party or any Affiliate,\nagent or employee) enters the public domain shall not be Confidential\nInformation hereunder; provided, however, Confidential Information may include\ninformation concerning the Receiving Party's use or manner of use of information\nor data in the public domain. Without granting any right or license, the\nDisclosing Party agrees that the obligations set forth in Section 11.2\n(Confidentiality Obligations) above shall not apply to the extent that\nConfidential Information includes information which the Receiving Party can\ndocument (i) was rightfully in its possession or known by it prior to receipt\nfrom the Disclosing Party, or (ii) was rightfully disclosed to it by another\nperson without restriction, or (iii) was independently developed without use of\nany Confidential Information of the Disclosing Party by employees of the\nReceiving Party who had no access to such information, or (iv) is or becomes\n(through no improper action or inaction by the Receiving Party or any Affiliate,\nagent, consultant or employee) generally available to the public.\nNotwithstanding the foregoing, Philips shall not disclose qualification test\nresults for any Com21 Product except for the sole purpose of providing a\nquotation, Request for Proposals (RFPs) or support relating to such Com21\nProduct. Philips shall not, nor permit any third party (including, without\nlimitation, End Users) to, publish such test results.\n\n12.      INFRINGEMENT; PRODUCT LIABILITY\n\n         12.1 Indemnification. Com21 shall defend, indemnify and hold Philips\nand its officers, directors, employees and agents harmless from liability\narising from (a) infringement by the Com21 Products of any patent, copyright or\ntrademark and (b) the death of, or bodily injury to, any person or property\ndamage on account of use of a Com21 Product which is finally determined by a\ncourt of competent jurisdiction to have been caused by a manufacturing defect,\nmaterials defect or design defect of such Com21 Product, provided that (w) Com21\nis promptly notified in writing of any and all threats, claims and proceedings\nrelated thereto, \n\n                                                          Distribution Agreement\n\n\n                                       16\n\n     17\n\n                                                                    Confidential\n\n(x) given reasonable assistance in connection therewith, (y)\nhas sole control over the defense and all negotiations for a settlement or\ncompromise, and (z) Com21's obligation under clause (a) shall not exceed the\namount in aggregate paid to it hereunder on account of Com21 Products sold by\nPhilips, during the twelve (12) month period prior to the date the cause of\naction arose, to End Users located in the same country in which the infringement\noccurred. Com21 will not be responsible for any settlement it does not approve\nin writing. The foregoing obligation of Com21 does not apply to any liability\ncaused by Philips or any Philips Affiliate's negligence, recklessness or wilful\nmisconduct or with respect to any Com21 Product or portions or components\nthereof (i) not supplied by Com21, (ii) made in whole or in part in accordance\nto Philips' design specifications, where the infringement relates to such\nspecifications, (iii) which is modified after shipment by Com21, (iv) combined\nwith other products, processes or materials, (v) where Philips continues\nallegedly infringing activity after being notified thereof or after being\ninformed of modifications that would have avoided the alleged infringement, (vi)\nwhere Philips' use of the Com21 Product is incident to an infringement not\nresulting primarily from the Com21 Product or is not strictly in accordance with\nthe licenses granted hereunder or (vii) used in a manner other than as specified\nin the documentation provided by Com21 for such Com21 Product.\n\n         Philips will indemnify Com21 and its officers, directors, employees and\nagents from all liability, damages, settlements, attorneys' fees and expenses\nrelated to a claim excluded from Com21's indemnity obligation by the foregoing\nsentence or any claims, liability or damages arising out of the actions or\ninactions of Philips or of any Philips Affiliate under this Agreement,\nincluding, without limitation, breach of any of Philips' warranties, obligations\nor representations herein, or failure to protect Com21's ownership interest in\nthe Com21 Products in connection with the marketing or distribution of the Com21\nProducts. Similarly, Com21 will indemnify Philips and its officers, directors,\nemployees and agents from all liability, damages, settlements, attorneys' fees\nand expenses related to any claims, liability or damages arising out of the\nactions or inactions of Com21 or of any Com21 Affiliate under this Agreement,\nincluding, without limitation, breach of any of Com21's warranties, obligations\nor representations herein, except the warranties provided in Section 10.1 above.\nTHE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY\nDISCLAIMED.\n\n         12.2 Infringement by Com21 Product. If a Com21 Product or any part\nthereof becomes, or in Com21's opinion is likely to become, the subject of a\nclaim of infringement of a patent or copyright of a third party, Com21 shall, at\nits option and expense, (i) procure for Philips or its End User the right to\ncontinue using the Com21 Product or (ii) replace or modify the Com21 Product so\nthat it becomes non-infringing but remains functionally equivalent, which\nPhilips shall accept as full and complete satisfaction for any claims it might\nhave against Com21 arising from such infringement. Com21's exercise of any of\nits obligations under this Section 12.2 (Infringement by Com21 Product) shall\nnot limit or exhaust its obligations of indemnification under Section 12.1 above\n(Indemnification).\n\n                                                          Distribution Agreement\n\n\n                                       17\n\n     18\n\n                                                                    Confidential\n\n13.      TERM AND TERMINATION.\n\n         13.1 Term. This Agreement shall be effective for a period of three (3)\nyears commencing on the Effective Date, unless earlier terminated in accordance\nwith its terms. Thereafter, this Agreement shall be automatically renewed on its\nanniversary dates for successive one (1) year terms subject to a party providing\nwritten notice to the other party, no later than ninety (90) days prior to any\nsuch anniversary date, of such party's intent not to renew in which event this\nAgreement shall terminate at the end of the then current term. Philips\nunderstands that after the date of termination, neither it nor any\nsubdistributor shall have any right whatsoever to continue as a dealer or\ndistributor or otherwise regardless of any undocumented continuation of the\nrelationship with Com21 or be entitled to any compensation in connection with\nsuch termination. Upon termination of this Agreement, Com21 may elect in its\nsole discretion, to cancel pending Orders, in which case, Com21 will repurchase\nall of the entire remaining inventory of the then current versions of the Com21\nProducts held by Philips. Com21 shall pay Philips for all Com21 Products so\nrepurchased (if received in new and resalable condition) an amount equal to the\nprice paid by Philips to Com21. Absent such cancellation of pending Orders by\nCom21, Philips shall have the right, for a period of six (6) months following\nthe effective date of termination, to distribute Com21 Products remaining in\ninventory held by Philips and not repurchased by Com21.\n\n         13.2 Termination for Cause. This Agreement may be terminated by a party\nfor cause immediately by written notice upon the occurrence of any of the\nfollowing events:\n\n                  (i) If the other ceases to do business, or otherwise\nterminates its business operations; provided, however, that the acquisition of\nall or substantially all of a party's stock, assets or business shall not be\ngrounds for termination of this Agreement; or\n\n                  (ii) If the other shall fail to promptly secure or renew any\nlicense, registration, permit, authorization or approval for this Agreement or\nconduct its business in the manner contemplated by this Agreement or if any such\nlicense, registration, permit, authorization or approval is revoked or suspended\nand not reinstated within sixty (60) days; or\n\n                  (iii) If the other breaches any material provision of this\nAgreement and fails to cure such breach within thirty (30) days (10 days in the\ncase of a failure to pay) of written notice describing the breach; provided,\nhowever, that a breach of the obligations set forth in Sections 11\n(Confidentiality), 6(ii) or 6(iv) shall be grounds for immediate termination of\nthis Agreement by the non-breaching party; or\n\n                  (iv) If the other becomes insolvent or seeks protection under\nany bankruptcy, receivership, trust deed, creditors arrangement, composition or\ncomparable proceeding, or if any such proceeding is instituted against the other\n(and not dismissed within ninety (90) days).\n\n         13.3  Obligations of Philips Upon Termination.  Upon any termination of\nthis Agreement by Com21:\n\n                  (i) Philips' obligations to pay all sums due hereunder shall\nbe accelerated \n\n                                                          Distribution Agreement\n\n\n\n                                       18\n\n\n     19\n                                                                    Confidential\n\nand all such sums shall be due and payable on the effective date of termination\nor expiration;\n\n                  (ii) All licenses granted to Philips hereunder shall\nimmediately terminate, and Philips shall discontinue all use and distribution of\nthe Com21 Products, Com21 Software and Marks;\n\n                  (iii) Philips may keep one (1) copy of the Com21 Software in\nobject code form to be used solely for support of its installed base of Com21\nProducts as of the date of termination and Philips shall have a limited license\nonly to the extent necessary for Philips to support the installed base of Com21\nProducts.\n\n         13.4 Other Obligations Upon Termination. Except as otherwise provided\nin Section 13.3 (Obligations of Philips Upon Termination) above, upon\ntermination of this Agreement, each party shall, within fifteen (15) days of the\neffective date of any termination of this Agreement, return to the other or\ndestroy all manifestations of the other party's Confidential Information and any\nand all other materials in such party's possession which had been furnished to\nit by the other party pursuant to this Agreement, and such party shall warrant\nin writing to the other within thirty (30) days after termination or expiration\nthat all such materials have been returned or destroyed pursuant to this Section\n13.4 (Other Obligations Upon Termination). Com21 agrees to provide Philips' End\nUsers, following expiration or any termination of this Agreement, with service\nand support of the Com21 Products subject to the terms of a written agreement\nbetween Com21 and each such End User. Com21 further agrees to honor, following\nexpiration or any termination of this Agreement, all then currently effective\nwarranties of the Com21 Products extended by Philips to End Users, provided such\nwarranties are of the same scope as those set forth in Section 10 of this\nAgreement. Notwithstanding the foregoing, Com21 shall have no obligation under\nany agreement between Philips and an End User for service or support of the\nCom21 Products.\n\n         13.5 Survival. Termination of this Agreement shall not relieve Philips\nfrom its obligations to pay Com21 any sums accrued hereunder. The parties agree\nthat their respective rights, obligations and duties under Sections 4\n(Ownership), 5.8 (Payment of Purchase Orders), 5.8.1 (Taxes; Late Fees), 6\n(Philips Covenants and Representations), 10.1 (Com21 Products Standard\nWarranty), 10.3 (Return of Com21 Products), 11 (Confidentiality), 12\n(Infringement, Product Liability), 13.3 (Obligations of Philips Upon\nTermination), 13.4 (Other Obligations Upon Termination), 13.5 (Survival), 13.6\n(No Liability for Termination), 13.8 (No Effect on End-Users), 13.9 (Termination\nNot Sole Remedy), 14 (Limited Liability), 15 (Relationship of Parties), 16\n(Assignment), 17 (Successors and Assigns), 18 (Source Code Escrow) and 19\n(General) as well as any rights, obligations and duties which by their nature\nextend beyond the termination or expiration of this Agreement shall survive any\ntermination or expiration of this Agreement.\n\n         13.6 No Liability for Termination. Each party understands that the\nrights of termination hereunder are absolute. Neither party shall incur any\nliability whatsoever for any damage, loss or expenses of any kind suffered or\nincurred by the other (or for any compensation to the other) arising from or\nincident to any termination of this Agreement by such party which complies with\nthe terms of this Agreement whether or not such party is aware of any such\ndamage, loss or expenses.\n\n                                                          Distribution Agreement\n\n\n\n                                       19\n\n\n     20\n                                                                    Confidential\n\n         13.7 Pending Orders. In the event of any termination, Com21 may elect\nto continue or terminate any Order for Com21 Products then pending. In the event\nCom21 elects to terminate an Order, Com21 shall ship the ordered Com21 Products\ndirectly to the End User.\n\n         13.8 No Effect On End Users. Upon an End User acquiring a copy of the\nCom21 Software pursuant to an End User License Agreement, the End User shall be\nentitled to use that copy of the Com21 Software, subject to the terms and\nconditions of the End-User License Agreement. The rights of End Users are\nindependent of this Agreement and, notwithstanding anything to the contrary\nherein, will survive any termination of this Agreement for any reason\nwhatsoever.\n\n         13.9 Termination Not Sole Remedy. Termination is not the sole remedy\nunder this Agreement and, whether or not termination is effected, all other\nremedies will remain available.\n\n14.      LIMITED LIABILITY.\n\n         EXCEPT PURSUANT TO CLAUSE (a), (b) or (d) BELOW AND NOTWITHSTANDING\nANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE IN ANY RESPECT\nUNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE FOR ANY INDIRECT,\nSPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS\nOF PROFITS, LOST DATA OR COST OF CAPITAL) OR FOR COST OF SUBSTITUTE GOODS,\nTECHNOLOGIES OR SERVICES.\n\n         FURTHERMORE, EXCEPT FOR (a) CASES IN WHICH PROVISIONS OF THIS SECTION\n14 ARE PROHIBITED BY ANY LAWS WHICH GOVERNS ANY AGREEMENT BETWEEN PHILIPS AND\nANY END USER OR A PHILIPS RESELLER AND ANY END USER, (b) BREACH OF SECTION\n6(ii), 6(vi) OR 11 HEREOF, (c) INDEMNIFICATION UNDER SECTION 12.1 AND PRODUCT\nLIABILITY CLAIMS OR (d) ACTIONS OF PHILIPS BEYOND THE SCOPE OF THE LICENSES\nGRANTED HEREUNDER, COM21 SHALL NOT BE LIABLE TO PHILIPS NOR PHILIPS LIABLE TO\nCOM21 IN EXCESS OF, IN THE CASE OF COM21, THE AGGREGATE AMOUNT RECEIVED FROM\nPHILIPS HEREUNDER, AND IN THE CASE OF PHILIPS, THE AGGREGATE AMOUNT PAID OR\nPAYABLE HEREUNDER, IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE\nOF ACTION AROSE.\n\n15. RELATIONSHIP OF PARTIES. The parties hereto each expressly understand and\nagree that Com21 and Philips and its Affiliates are independent contractors in\nthe performance of each and every part of this Agreement, each is solely\nresponsible for all of its employees and agents and its labor costs and expenses\narising in connection therewith. Each party (the \"Indemnifying Party\") is\nresponsible for and will indemnify the other (the \"Indemnified Party\") from any\nand all claims, liabilities, damages, debts, settlements, costs, attorneys'\nfees, expenses and liabilities of any type whatsoever that may arise on account\nof the Indemnifying Party's or any activities of its Affiliates, employees or\nagents (including, without limitation, direct and indirect subdistributors)\nincluding, without limitation, providing unauthorized representations or\nwarranties (or failing to disclose all warranties and liabilities) to its\ncustomers or breaching any \n\n                                                          Distribution Agreement\n\n\n                                       20\n\n\n     21\n                                                                    Confidential\n\nterm, representation or warranty of this Agreement. Each party is in no manner\nassociated with or otherwise connected with the actual performance of this\nAgreement on the part of the other party, nor with such other party's employment\nof other persons or incurring of other expenses. Except as expressly provided\nherein, neither party shall have no right to exercise any control whatsoever\nover the activities or operations of the other party.\n\n16. ASSIGNMENT. This Agreement and the rights hereunder are not transferable or\nassignable by Philips without the prior written consent of Com21, except an\nassignment to Philips' parent corporation or an Affiliate thereof. Any attempted\nassignment, delegation or other transfer, of this Agreement or of any rights or\nobligations hereunder contrary to this Section 16 (Assignment) shall be a\nmaterial breach of this Agreement by Philips, shall be void and shall be of no\nforce or effect.\n\n17. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of, and be\nbinding upon, the parties and their respective successors and assigns.\n\n18. SOURCE CODE ESCROW. Upon Philips' request, Com21 shall, at Philips' expense,\nmaintain in escrow under the terms and conditions specified in the Source Code\nEscrow Agreement in the form attached hereto as Exhibit G (Com21 Source Code\nEscrow Agreement) the source code for the Com21 Software (\"Deposit Materials\").\nCom21 shall update the Deposit Materials within ninety (90) days of the\ncommercial release of a new version of the Com21 Software. In the event of\ntermination by Philips pursuant to Section 13.2, Com21 is unable or unwilling to\nperform its obligations of support of the Com21 Software for more than thirty\n(30) consecutive days, provided Philips has purchased Support Services, or Com21\nseeks protection under any bankruptcy or similar laws, and the trustee in\nbankruptcy fails either to assume this Agreement within one twenty (120) days of\nthe date of filing of such bankruptcy petition or to perform this Agreement\nwithin the meaning of Section 365(a)(4)(i) of the United States Bankruptcy Code\n(the \"Release Condition\"), Philips shall be entitled to receive a copy of the\nDeposit Materials only during the period that the Release Condition exists for\nthe sole purpose of correcting errors in the Com21 Software. If at any time the\nRelease Condition ceases to exist, Philips shall immediately destroy or return\nall copies and portions of the Deposit Materials to the escrow agent and shall\nnotify the escrow agent and Com21 that it has done so.\n\n19.      GENERAL.\n\n         19.1 Amendment and Waiver. Except as otherwise expressly provided\nherein, any provision of this Agreement may be amended and the observance of any\nprovision of this Agreement may be waived (either generally or any particular\ninstance and either retroactively or prospectively) only with the written\nconsent of the parties. However, it is the intention of the parties that this\nAgreement be controlling over additional or different terms of any order,\nconfirmation, invoice or similar document, even if accepted in writing by the\nparties, and that waivers and amendments shall be effective only if made by\nnon-pre-printed agreements clearly understood by the parties to be an amendment\nor waiver.\n\n         19.2 Governing Law and Legal Actions. This Agreement shall be governed\nby and construed under the laws of the State of California and the United States\nof America without \n\n                                                          Distribution Agreement\n\n\n                                       21\n\n\n     22\n                                                                    Confidential\n\nregard to conflicts of laws provisions thereof and without regard to the United\nNations Convention on Contracts for the International Sale of Goods. The sole\njurisdiction and venue for actions related to the subject matter hereof shall be\nthe courts having within their jurisdiction the location of Com21's principal\nplace of business. Both parties hereby consent and waive any venue objections to\nthe jurisdiction of such courts. The parties agree that process may be served in\nthe manner provided herein for giving of notices or otherwise as allowed by\nCalifornia or federal law.\n\n         19.3 Attorneys' Fees. In any action or proceeding to enforce rights\nunder this Agreement, the prevailing party shall be entitled to recover all\ncourt costs and reasonable attorneys' fees incurred, including such costs and\nattorneys' fees incurred in enforcing and collecting any judgment.\n\n         19.4 Headings. Headings and captions are for convenience only and are\nnot to be used in the interpretation of this Agreement.\n\n         19.5 Notices. Any notice provided for or permitted under this Agreement\nshall be sufficient only if personally delivered, sent by confirmed telex or\ntelecopy with written verification of successful transmission, delivered by a\nmajor commercial international rapid delivery service with tracking capabilities\nand written verification of receipt, mailed by certified or registered mail,\npostage prepaid, return receipt requested to a party at the address set forth\nbelow, or at such other place of which the other part(ies) has notified in\naccordance with the provision of this Section 19.5 (Notices). If not received\nsooner, notice by mail shall be deemed received five (5) days after deposit in\nthe U.S. or Australian mails.\n\n                  If to Com21: Com21, Inc.\n                               750 Tasman Drive\n                               Milpitas, CA  95035\n                               USA\n                               Telecopy:       (408) 953-9299\n                               Attention:      President\n\n                  and copy to: Brobeck, Phleger &amp; Harrison\n                               Two Embarcadero Place\n                               2200 Geng Road\n                               Palo Alto, CA  94303\n                               USA\n                               Telecopy:       (650) 496-2885\n                               Attention:      Thomas Kellerman, Esq.\n\n                If to Philips  Philips Public Telecommunication Systems\n                               Monash Gateway\n                               745 Springvale Road\n                               Mulgrave\n                               VIC 3170 Australia\n                               Telecopy:       03-9574-3577\n                               Attention:      General Manager, ICC\n\n\n                                                          Distribution Agreement\n\n\n                                       22\n\n\n     23\n                                                                    Confidential\n\n                               \n                  and copy to: Philips Legal Department\n                               Philips Electronics Australia Limited, 16th Level\n                               15 Blue Street\n                               North Sydney NSW 2060\n                               Australia\n                               Telephone:      61 2 9925 3300\n                               Telecopy:       61 2 9925 3259\n                               Attention:      The Manager\n\n                  and copy to: Office of the General Counsel\n                               Philips Electronics North American Corporation\n                               100 East 42nd Street\n                               New York, New York  10017\n                               Telephone:      (212) 850-5000\n                               Telecopy:       (212) 850-5515\n\n\n         19.6 Entire Agreement. This Agreement, including all exhibits to this\nAgreement, constitutes the entire agreement between the parties relating to the\nsubject matter hereof and supersedes the Memorandum of Understanding dated\nOctober 23, 1996 and all prior or simultaneous proposals, negotiations,\nrepresentations, conversations, discussions and agreements, whether written or\noral, among the parties and all past dealing or industry custom. In the event of\nany conflict between the terms contained in this Agreement and the terms\ncontained in any exhibit hereto, the terms of this Agreement shall prevail.\n\n         19.7 Severability. If any provision of this Agreement is held by a\ncourt of competent jurisdiction to be illegal, invalid or unenforceable, that\nprovision shall be limited or eliminated to the minimum extent necessary so that\nthis Agreement shall otherwise remain in full force and effect and enforceable.\n\n         19.8 Injunctive Relief. It is expressly agreed that a material breach\nof this Agreement (a breach of Section 11.2 (Confidentiality Obligations) shall\nbe deemed a material breach of this Agreement) by a party would cause\nirreparable harm to the non-breaching party and that a remedy at law would be\ninadequate. Therefore, in addition to any and all remedies available at law, the\nnon-breaching party shall be entitled to seek an injunction or other equitable\nremedies in all legal proceedings in the event of any threatened or actual\nviolations of any or all of the provisions hereof.\n\n         19.9 Remedies. Except as otherwise expressly stated in this Agreement,\nthe rights and remedies of a party set forth herein with respect to failure of\nthe other to comply with the terms of this Agreement (including, without\nlimitation, rights of termination of this Agreement) are not exclusive, the\nexercise thereof shall not constitute an election of remedies and the aggrieved\nparty shall in all events be entitled to seek whatever additional remedies may\nbe available in law or in equity.\n\n         19.10 Force Majeure. A party shall not be liable for non-performance or\ndelay in performance (other than of obligations regarding payment of money or\nconfidentiality) caused \n\n                                                          Distribution Agreement\n\n\n                                       23\n\n\n     24\n                                                                    Confidential\n\nby any event reasonably beyond the control of such party including, but not\nlimited to, wars, hostilities, revolutions, riots, civil commotion, national\nemergency, strikes, lockouts or other labor disputes or shortages or inability\nto obtain material or equipment, unavailability of supplies, compliance with\nlaws or regulations (including, without limitation, those related to\ninfringement), epidemics, fire, flood, earthquake, force of nature, explosion,\nembargo, or any Act of God, or any law, proclamation, regulation, ordinance or\nother act or order of any court, government or governmental agency; provided the\nparty claiming force majeure notifies the other party promptly after the force\nmajeure event has arisen; and further provided that the party claiming force\nmajeure relief shall resume performance hereunder once the force majeure event\nhas ended.\n\n         19.11 Allocation of Risk. The sections on limitation of liability,\nindemnification, warranties and disclaimer of warranties allocate the risks in\nthe Agreement among the parties. This allocation is an essential element of the\nbasis of the bargain among the parties.\n\n         19.12 Publicity and Press Releases. None of the parties shall disclose\nthe terms of this Agreement without the prior approval of the other parties,\nexcept that a party may disclose the terms of this Agreement where required by\nlaw, provided that such party makes every reasonable attempt to obtain\nconfidential treatment or similar protection to the fullest extent available to\navoid public disclosure of the terms of this Agreement.\n\n         19.13 Compliance with Laws. Com21 and Philips each covenant that all of\nits activities under or pursuant to this Agreement shall comply with all\napplicable laws, rules and regulations. In particular, but without limitation,\nPhilips shall be responsible for obtaining all licenses, permits and approvals\nwhich are necessary or advisable for sales of the Com21 Products within the\nTerritory and for the performance of its duties hereunder.\n\n         19.14 No Rights by Implication. No rights or licenses with respect to\nthe Com21 Products or Com21 Confidential Information are granted, other than\nthose rights expressly and unambiguously granted in this Agreement.\n\n         19.15 Construction of Agreement. This Agreement has been negotiated by\nthe respective parties hereto and their attorneys and the language hereof shall\nnot be construed for or against any party.\n\n         19.16 Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument. If this Agreement is\nexecuted in counterparts, no signatory hereto shall be bound until all the\nparties named below have duly executed or caused to be duly executed a\ncounterpart of this Agreement.\n\n                                                          Distribution Agreement\n\n\n                                       24\n\n\n     25\n                                                                    Confidential\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on\nthe dates set forth below effective as of the Effective Date.\n\n\nCOM21, INC.                                 PHILIPS PUBLIC\n                                            TELECOMMUNICATION SYSTEMS\n\n\n\nBy: [SIG]                                   By:  [SIG]\n   -------------------------------              ------------------------------\nName:  William J. Gallagher                 Name: B. Adams\n     -----------------------------               -----------------------------\nTitle:  Vice President                      Title: Gen. Manager\n      ----------------------------                ----------------------------\nDate: 26 Nov 97                             Date: 19 Nov 97\n      ----------------------------               -----------------------------\n\n\n                                                          Distribution Agreement\n\n\n                                       25\n\n\n     26\n                                                                    Confidential\n\n                                    EXHIBIT A\n\n                                 COM21 PRODUCTS\n\n\nMODEL NUMBER               DESCRIPTION\n\nSUBSCRIBER UNITS\nCP1000                     ComPORT Cable Modem - US - High Frequency Band\nCP1100                     ComPORT Cable Modem - Int'l - High Frequency Band\n\nHEADEND UNITS\nCC2100                     ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (USD)\nCC2110                     ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (Int'l)\nCC0101                     ComCONTROLLER Tx RF Module\nCC0100                     ComCONTROLLER Transmit Main (US Domestic)\nCC0110                     ComCONTROLLER Transmit Main (International)\nCC0200                     ComCONTROLLER Receive Card (US Domestic)\nCC0210                     ComCONTROLLER Receive Card (International)\nCC0300                     ComCONTROLLER CC Card\nCC0400                     ComCONTROLLER 10BT Card (4K Addresses)\nCC0401                     ComCONTROLLER 10BT Card (8K Addresses)\nCC0500                     ComCONTROLLER ATM Switch (spare)\nCC0600                     ComCONTROLLER 110V\/220V Power Supply (spare)\nCC0700                     ComCONTROLLER Mini-Chassis Backplane (spare)\nCC0800                     ComCONTROLLER Mini-Chassis Cabling, Assembly\nCC0810                     ComCONTROLLER Fan Assembly\nCC0811                     ComCONTROLLER Face Plate\n\nSOFTWARE\nCS3000                     NMAPS Software License\nCS0300                     HCX System Software License (US)\nCS0310                     HCX System Software License (International)\n\nSERVICES\nCX9010                     Off Site Support\nCX9020                     On Site Support\nCX9030                     Training (5 days)\nCX9100                     Extended Service Contract\n\nDOCUMENTATION\nCD8110                     Technical Reference Manual\nCD8120                     Installation, Operation and Maintenance Manual\nCD8140                     NMAPS Command Reference Manual\nCD8141                     NMAPS Quick Reference Guide\nCD8151                     ComPORT Quick Reference Guide\n\n\n                                       A-1\n\n\n     27\n                                                                    Confidential\n\n                                    EXHIBIT B\n\n                       END USER SOFTWARE LICENSE AGREEMENT\n \n               This End User Software License Agreement (\"Agreement\") is entered\ninto as of the date last written below (\"Effective Date\") by and between Com21,\na Delaware corporation, having its principal place of business at 750 Tasman\nDrive, Milpitas, California 95035 (\"Com21\") and the undersigned end user, having\na principal place of business at the address set forth below (\"License\")\n\n               1. DEFINITIONS.\n\n                      a. \"Documentation\" means the end user documentation\nprovided by Com21 associated with the Software.\n\n                      b. \"Hardware\" means, collectively, Com21's headend\ncontroller unit, Com21's subscriber-end data over cable modem and\/or voice over\ncable modem and a central processing unit (\"CPU\") operating on a SUN platform\nwith HP OpenView software.\n\n                      c. \"Licensed Products\" means, collectively, the Software\nand the Documentation.\n\n                      d. \"Software\" means, collectively, the version(s) of the\nCom21 network management applications programs (the \"NMAP Software\"), Com21\ncable modem image software and other software contained in any Hardware, in\nobject code form including updates, modifications or enhancements of such\nprograms that may be provided by Com21 in its sole discretion from time to time.\n\n               2. GRANT OF LICENSE.\n\n               Subject to all the terms and conditions of this Agreement, Com21\ngrants Licensee a non-exclusive, non-sublicensable, non-transferable right\n(\"License\") to use the Software only in accordance with the Documentation and\nonly in connection with the Hardware licensed or purchased by Licensee. Licensee\nhas no right to receive, use, examine, or modify any source code or design\ndocumentation relating to the Software.\n\n               3. OWNERSHIP OF SOFTWARE.\n\n               As between the parties, Com21 retains all title to and ownership\nof and, except as expressly and unambiguously licensed herein, all rights and\ninterest in the Licensed Products including all customizations, enhancements,\nmodifications, improvements, derivatives or other changes (by whomever produced)\nand all copies and portions thereof, whether or not incorporated into or with\nother software, and all intellectual property and proprietary rights anywhere in\nthe world therein. The License does not constitute a sale of the Software or any\nportion or copy of it.\n\n\n                                       B-1\n\n\n     28\n                                                                    Confidential\n\n               4. RESTRICTIONS.\n\n               Except as reasonably required to use the Software with the\nHardware strictly in accordance with the License, copying or modification of the\nLicensed Products or any portion thereof, including Software that has been\nmodified or incorporated into or with other software, is expressly forbidden.\nLicensee shall not remove, alter, obscure or fail to reproduce all copyright,\ntrademark and other proprietary rights notices that appear in or on the Licensed\nProducts. Except to the extent expressly prohibited by applicable law, Licensee\nshall not (and shall not allow any third party to) decompile, disassemble, or\notherwise reverse engineer or attempt to reconstruct or discover any source code\nor underlying ideas, structure, sequence, organization, algorithms, file\nformats, programming or interoperability interfaces of the Software or of any\nfiles contained in or generated using the Software by any means whatsoever.\nFurther, Licensee shall not (i) load or use any portion of the NMAP Software on\nor with more than one central processing unit or associated storage device, (ii)\nprovide, lease, lend or otherwise use or allow others to use the Software to or\nfor the benefit of third parties, (iii) except as specified in the\nDocumentation, modify, incorporate into or with other software or create a\nderivative work of any part of the Software, (iv) load or use any portion of the\nSoftware (whether or not modified or incorporated into or with other software)\non or with any machine or system other than the Hardware, (v) except if, as and\nto the extent expressly authorized in the Documentation, transmit or use the\nSoftware over a network, or (vi) disseminate performance information or analysis\n(including, without limitation, benchmarks) from any source relating to the\nSoftware.\n\n               5. TERMINATION OF LICENSE.\n\n               The License shall remain in effect for so long as Licensee's use\nof the Licensed Products is in compliance with the terms and conditions of this\nAgreement. Upon Licensee's failure to cure any material breach of this Agreement\nor any other portion of the Agreement of which it is a part within thirty (30)\ndays of receiving notice of such breach from Com21 (or immediately upon notice\nin the case of a breach of Section 4), this Agreement shall terminate\nautomatically. Upon termination, Licensee shall immediately cease all use of the\nLicensed Product and return or destroy all copies of the Licensed Product and\nall portions thereof (whether or not modified or incorporated with or into other\nsoftware) and so certify to Com21. Except for the License and except as\notherwise expressly provided herein, the terms of this Agreement shall survive\ntermination. Termination is not an exclusive remedy and all other remedies will\nbe available whether or not the License is terminated.\n\n\n                                       B-2\n\n\n     29\n                                                                    Confidential\n\n               6. LIMITED WARRANTY AND DISCLAIMER.\n\n               THE LICENSED PRODUCTS ARE PROVIDED \"AS IS\" WITHOUT WARRANTY OF\nANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR\nFITNESS FOR A PARTICULAR PURPOSE. LICENSEE'S EXCLUSIVE REMEDY FOR ANY DEFECT IN\nTHE SOFTWARE SHALL BE AS PROVIDED UNDER COM21'S SOFTWARE SUPPORT TERMS AND\nCONDITIONS TO THE EXTENT LICENSEE HAS PURCHASED COM21 SUPPORT SERVICES FOR THE\nSOFTWARE. FURTHER, COM21 DOES NOT WARRANT, GUARANTEE, OR MAKE ANY\nREPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE LICENSED\nPRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR THAT THE LICENSED\nPRODUCTS ARE OR WILL BE ERROR-FREE.\n\n               This limited warranty does not affect or prejudice statutory\nrights Licensee may have acquired in the country in which the Licensed Products\nare being used.\n\n               7. LIMITATION OF REMEDIES AND DAMAGES.\n\n               TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COM21 SHALL\nNOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS\nAGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR\n(I) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OR\nINACCURACY OF DATA OR (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR\nTECHNOLOGY OR (III) ANY MATTER BEYOND ITS REASONABLE CONTROL. NOTHING IN THIS\nAGREEMENT SHALL EXCLUDE OR RESTRICT COM21'S LIABILITY FOR DEATH OR PERSONAL\nINJURY SOLELY CAUSED BY COM21'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR TO THE\nEXTENT EXPRESSLY PROHIBITED UNDER APPLICABLE MANDATORY PRODUCT LIABILITY LAWS,\nIF ANY.\n\n\n                                      B-3\n\n\n     30\n                                                                    Confidential\n\n               8. INDEMNIFICATION.\n\n               Com21 shall hold Licensee harmless from liability resulting from\ninfringement by the Software of any United States patent issued as of the date\nsixty (60) days before delivery of the Software or any United States copyright,\nprovided Com21 is promptly notified of any and all threats, claims and\nproceedings related thereto, given reasonable assistance and has sole control\nover the defense and all negotiations for a settlement or compromise; Com21 will\nnot be responsible for any settlement it does not approve in writing. THE\nFOREGOING CONSTITUTES COM21'S SOLE LIABILITY, AND LICENSEE'S SOLE REMEDY, IN THE\nEVENT OF ANY INFRINGEMENT OF THIRD PARTY RIGHTS BY THE LICENSED PRODUCTS AND IS\nIN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED TO THE\nMAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. The foregoing obligation of Com21\ndoes not apply with respect to Software or portions or components thereof (i)\nnot supplied by Com21, (ii) made in whole or in part in accordance to Licensee's\nspecifications, (iii) which are modified after delivery by Com21, (iv) combined\nwith other products, processes or materials (excluding the Hardware) not\nsupplied by Com21, (v) where Licensee continues allegedly infringing activity\nafter being notified thereof or after being informed of modifications that would\nhave avoided the alleged infringement, or (vi) where Licensee's use of the\nSoftware is incident to an infringement not resulting primarily from the\nSoftware or is not strictly in accordance with the License; Licensee will\nindemnify Com21 and its officers, directors, agents and employees from all\ndamages, settlements, attorneys' fees and expenses related to a claim of\ninfringement excluded from Com21's indemnity obligation by this sentence.\n\n               9. GOVERNMENT MATTERS.\n\n               Licensee shall comply with the U.S. Foreign Corrupt Practices Act\n(regarding among other things, payments to government officials) and all export\nlaws, restrictions, national security controls and regulations of the United\nStates or other applicable foreign agency or authority, and not to export or\nre-export, or allow the export or re-export of any Software or any copy or\ndirect product thereof in violation of any such restrictions, laws or\nregulations or, without all required licenses and authorizations, to any Group\nD:1 or E:2 country, including, without limitation, Cuba, Libya, North Korea,\nIran, Iraq, or Rwanda (or any national or such country) specified in the then\ncurrent Supplement No. 1 to Part 740 of the U.S. Export Administration\nRegulations (or any successor supplement or regulations).\n\n               10. MISCELLANEOUS.\n\n                      a. Assignment. The License and this Agreement are not\nassignable or transferable by Licensee without the prior written consent of\nCom21; any attempt to do so shall be void.\n\n                      b. Notices. Any notice, report, approval or consent\nrequired or permitted hereunder shall be in writing and will be deemed to have\nbeen duly given if delivered personally, by international overnight courier\nservice with tracking capabilities and written confirmation or mailed by\nfirst-class, registered or certified mail, postage prepaid to the respective\naddresses of the parties as set herein (or such other address as a party may\ndesignate by ten (10) days written notice).\n\n\n                                       B-4\n\n\n     31\n                                                                    Confidential\n\n                      c. Waivers and Amendments. No failure to exercise, and no\ndelay in exercising, on the part of either party, any privilege, any power or\nany rights hereunder will operate as a waiver thereof, nor will any single or\npartial exercise of any right or power hereunder preclude further exercise of\nany other right hereunder. Any waivers of or amendments to any provision of this\nAgreement shall be effective only if made in writing clearly understood by both\nparties to be an amendment or waiver and signed by a representative of the\nrespective parties authorized to bind the parties.\n\n                      d. Severability. If any provision of this Agreement shall\nbe adjudged by any court of competent jurisdiction to be unenforceable or\ninvalid, that provision shall be limited or eliminated to the minimum extent\nnecessary so that this Agreement shall otherwise remain in full force and effect\nand enforceable.\n\n                      e. Governing Law; Attorneys' Fees. This Agreement shall be\ndeemed to have been made in, and shall be construed pursuant to the laws of the\nState of California and the United States of America without regard to conflicts\nof laws provisions thereof and without regard to the U.N. Convention on\nContracts for the International Sale of Goods. The sole and exclusive\njurisdiction and venue for any action or dispute relating to the subject matter\nof this Agreement shall be the California state and U.S. federal courts having\nwithin their jurisdiction the location of Com21 and each of the parties hereto\nsubmits itself to the exclusive jurisdiction and venue of such courts for the\npurpose of any such action or dispute and hereby waives any venue objection\nthereto. The prevailing party in any action to enforce this Agreement shall be\nentitled to recover costs and expenses including, without limitation, attorneys'\nfees.\n\n                      f. English Language. The original of this Agreement has\nbeen written in English. Licensee hereby agrees to waive any right under the law\nof the country in which the Software was initially licensed to have this\nAgreement written in the native language.\n\n                      g. Equitable Relief. The parties agree that a material\nbreach of this Agreement adversely affecting Com21's proprietary rights in the\nSoftware would cause irreparable injury to Com21 for which monetary damages\nwould not be an adequate remedy and that the Com21 shall be entitled to\nequitable relief in addition to any remedies it may have hereunder or at law.\n\n\n                                       B-5\n\n\n     32\n                                                                    Confidential\n\n                      h. Entire Agreement. Both parties agree that this\nAgreement is the complete and exclusive statement of the mutual understanding of\nthe parties and supersedes and cancels all previous written and oral agreements\nand communications relating to the subject matter of this Agreement.\n\n                      IN WITNESS WHEREOF, the parties have executed this\nAgreement as of the date set forth below.\n\nCOM21, INC.                                  [LICENSEE'S NAME]\n\n\nBy: [SIG]                                   By:   [SIG]\n   -------------------------------              -------------------------------\nName: WILLIAM J. GALLAGHER                   Name: B. ADAMS\n     -----------------------------                -----------------------------\nTitle: VICE PRESIDENT                        Title:  GEN. MGR.\n      ----------------------------                  ---------------------------\nDate: 26 NOV 97                              Date: 19 NOV 97\n      ----------------------------                -----------------------------\n                                             Address: 15 Blue Street\n                                                     ---------------------------\n                                                      N. Sydney\n                                                     ---------------------------\n                                                      NSW 2060\n                                                     ---------------------------\n\n\n\n                                       B-6\n\n\n     33\n                                                                    Confidential\n\n                                    EXHIBIT C\n\n\n                                   PRICE LIST\n\n\n\n                                       C-1\n\n\n     34\n                                                                    Confidential\n\n                                    EXHIBIT D\n\n                       COM21 SUPPORT TERMS AND CONDITIONS\n\n         The following terms and conditions relate to and are incorporated into\nthe Agreement. Capitalized terms not defined in Section 1 below have the same\nmeaning as in the Agreement.\n\n1.       DEFINITIONS\n\n         Unless defined otherwise herein, capitalized terms used in these\n         Support Services Terms and Conditions shall have the same meaning as\n         set forth in the Agreement.\n\n         \"Critical Error\" means the Com21 Software crashes or a significant\n         number of End Users are unable to use the Com21 Software because of\n         replicatable Errors in the Com21 Software, causing significant End User\n         inconvenience or dissatisfaction.\n\n         \"Error\" means an error in the Com21 Software which significantly\n         degrades the Com21 Software's performance or function.\n\n         \"Error Correction\"  means the use of commercially diligent efforts to \n         correct Errors.\n\n         \"Fix\" means the repair or replacement of object or executable code\n         versions of the Com21 Software to remedy an Error.\n\n         \"Minor Error\" means that a small number of End Users are experiencing a\n         replicatable Error in the Com21 Software that limits some functionality\n         of the Com21 Software or that Philips' technical support personnel,\n         after using commercially diligent efforts to provide a solution,\n         require Com21's assistance.\n\n         \"Moderate Error\" means End Users are able to use the Com21 Software but\n         a small number of End Users experience Errors in the Com21 Software\n         causing significant inconvenience to those End Users due to some loss\n         of functionality of the Com21 Software.\n\n         \"Support Services\" means Com21 support services as described in\n         Section 3.\n\n         \"Telephone Support\" means technical support telephone assistance\n         provided by Com21 to the Technical Support Contact during Com21's\n         normal business hours.\n\n         \"Workaround\" means a change in the procedures followed or data supplied\n         by Com21 to avoid an Error without substantially impairing use of Com21\n         Software by End Users.\n\n2.       COVERAGE\n\n         Subject to the terms hereof, Com21 will provide Support Services to\n         Philips for the Com21 Software.\n\n\n                                      D-1\n\n\n     35\n                                                                    Confidential\n\n3.       SUPPORT SERVICES\n\n         Support Services consist of Error Correction as specified in Section 6\n         hereof provided to the \"Technical Support Contact\" designated by\n         Philips as responsible for communications between the parties regarding\n         the Support Services hereunder. Upon detection of any Error, Philips\n         agrees to provide Com21 a listing of output and any other data, that\n         Com21 may reasonably request in order to reproduce the operating\n         conditions similar to those present when the Error occurred.\n\n4.       TERM AND TERMINATION\n\n         Support Services shall be provided without additional consideration for\n         a term of three (3) months commencing on the Effective Date (the\n         \"Initial Term\"), unless terminated by either party. Beyond the Initial\n         Term, Philips may purchase Support Services for a term of one (1) year\n         and renewable for additional one (1) year periods by providing Com21\n         written notice not later than thirty (30) days prior to expiration of\n         the current term for Support Services. Com21 may suspend or cancel\n         Support Services if Philips fails to make payment pursuant to the\n         Section titled \"Fees and Payment\" or breaches the Support Services\n         provisions and such breach is not remedied within thirty (30) days (15\n         days in the case of nonpayment) after Philips receives notice of the\n         breach.\n\n5.       FEES AND PAYMENT\n\n         For Support Services after the Initial Term, Philips shall pay Com21\n         the applicable Support Services fee as listed in the then-current Com21\n         price list. Support Services fees will be billed on an annual basis,\n         payable in advance. Philips shall be responsible for all taxes\n         associated with Support Services other than U.S. taxes based on Com21's\n         net income. Philips' payment is due within thirty (30) days of receipt\n         of Com21's invoice. In the event Philips fails to pay Com21 on the due\n         date, then to reinstate or renew Support Services (if allowed by\n         Com21), Philips must first pay Com21 the annual Support Services fee\n         and the reinstatement charge listed in the then-current Com21 price\n         list.\n\n6.       ERROR CORRECTION\n\n         Com21 shall exercise commercially diligent efforts to correct any Error\n         reported by Philips in the Com21 Software in accordance with the\n         priority level reasonably assigned to such Error by Philips.\n\n                  a) Critical Errors. In the event of a Critical Error, Com21\n         will respond to Critical Errors by assigning a technician to\n         investigate the Error within four (4) hours from the time Philips\n         reports the Error to Com21. Com21 will provide Philips information and\n         a proposal for the correction of such Error no later than twenty-four\n         (24) hours from the time the Error was first reported to Com21. Com21\n         shall use in commercially reasonable efforts to provide a Workaround or\n         a Fix that solves or reduces the severity of the Error within\n         forty-eight (48) hours from the time Philips first reports the Error.\n\n\n                                      D-2\n     36\n                                                                    Confidential\n\n                  b) Moderate Errors. In the event of a Moderate Error, Com21\n         will respond to all Moderate Errors by assigning a technician to\n         investigate such Error within four (4) hours from the time Philips\n         reports the Error to Com21. Com21 will provide a Workaround within\n         fourteen (14) days or will Fix the Error in a time frame to be agreed\n         upon by the parties.\n\n                  c) Minor Errors. In the event of a Minor Error, Com21 will\n         respond to requests for information within eight (8) hours and, if\n         appropriate, use commercially diligent efforts to provide an upgrade of\n         the Com21 Software providing a Workaround or a Fix for the Error within\n         three (3) months of Philips' reporting of such Error.\n\n         If Com21 believes that a problem reported by Philips may not be due to\n         an Error in the Com21 Software, Com21 will so notify Philips. At that\n         time, Philips may (1) instruct Com21 to proceed with problem\n         determination at its possible expense as set forth below or (2)\n         instruct Com21 that Philips does not wish the problem pursued at its\n         possible expense. If Philips requests that Com21 proceed with problem\n         determination at its possible expense and Com21 determines that the\n         error was not due to an Error in the Com21 Software, Philips shall pay\n         Com21, at Com21' then-current and standard consulting rates, for all\n         work performed in connection with such determination, plus reasonable\n         related expenses incurred therewith. Philips shall not be liable for\n         (i) problem determination or repair to the extent problems are due to\n         Errors in the Com21 Software or (ii) work performed under this\n         paragraph in excess of its instructions or (iii) work performed after\n         Philips has notified Com21 that it no longer wishes work on the problem\n         determination to be continued at its possible expense (such notice\n         shall be deemed given when actually received by Com21). If Philips\n         instructs Com21 that it does not wish the problem pursued at its\n         possible expense or if such determination requires effort in excess of\n         Philips' instructions, Com21 may, at its sole discretion, elect not to\n         investigate the Error with no liability therefor.\n\n7.       EXCLUSIONS\n\n         Com21 shall have no obligation to support:\n\n         1)       Com21 Software that has been altered, damaged or modified or\n                  Com21 Software or any portion thereof has been incorporated\n                  with or into other software; or\n\n         2)       Com21 Software that is not the then current release or any\n                  release which has been replaced by the then current release of\n                  the same Com21 Software more than thirty (30) days after the\n                  date of the current release; or\n\n         3)       Problems in the Com21 Software that are caused by Philips'\n                  negligence, abuse or misapplication, misuse or other causes\n                  beyond the control of Com21.\n\n         Com21 shall have no liability for any changes in hardware which may be\n         necessary to use the Com21 Software.\n\n\n                                      D-3\n\n\n     37\n                                                                    Confidential\n\n8.       LIMITATION OF LIABILITY\n\n         Com21's liability for damages from any cause of action whatsoever\n         relating to Com21's agreement to provide Support Services shall be\n         limited to the amount paid by Philips for the Support Services for the\n         applicable year.\n\n9.       THESE TERMS AND CONDITIONS CONSTITUTE A SERVICE CONTRACT AND NOT A\n         WARRANTY FOR THE COM21 SOFTWARE. THE COM21 SOFTWARE AND ALL MATERIALS\n         RELATED TO THE COM21 SOFTWARE ARE SUBJECT EXCLUSIVELY TO THE WARRANTIES\n         SET FORTH IN THE AGREEMENT. THIS EXHIBIT IS AN ADDITIONAL PART OF THE\n         AGREEMENT AND DOES NOT CHANGE OR SUPERSEDE ANY TERM OF THE AGREEMENT\n         EXCEPT TO THE EXTENT UNAMBIGUOUSLY CONTRARY THERETO.\n\n\n                                      D-4\n\n\n     38\n                                                                    Confidential\n\n                                    EXHIBIT E\n\n                              DEMONSTRATION SYSTEM\n\n\n  \n  \nMODEL NUMBER            DESCRIPTION                                                  VERSION               PRICE\nSUBSCRIBER UNITS\n                                                                                                             \nCP1000            ComPORT Cable Modem - US - High Frequency Band                     US                            [*]\nCP1100            ComPORT Cable Modem - Int'l - High Frequency Band                  INTERNATIONAL                 [*]\n\n\nHEADEND UNITS\nCC2100            ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (USD)                          US                            [*]\nCC2110            ComCONTROLLER Ch\/Sw\/DPS\/Tx\/Rx\/CC\/EM (Int'l)                        INTERNATIONAL                 [*]\n\nNMAPS\nCS3100            Network Management and Provisioning Station Software               US                            [*]\nCS3000            Network Management and Provisioning Station Software               INTERNATIONAL                 [*]\n\nSOFTWARE\nCS0300            HCX System Software License                                        US                            [*]\nCS0310            HCX System Software License                                        INTERNATIONAL                 [*]\n  \n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to \n    the omitted portions.\n\n\n                                       E-1\n\n\n\n\n\n     39\n                                                                    Confidential\n\n                                    EXHIBIT F\n\n                        COM21 PRODUCTS EXTENDED WARRANTY\n\n                                     [LOGO[\n\n\n\nCOMMUNICATIONS FOR THE 21ST CENTURY\n\n\n                        Com21 Warranty and Service Policy\n\n                              Document 280-0050-00\n                                   Version 1.0\n\n                                 April 22, 1998\n\nApprovals:\n\n\n----------------------------         ---------------------------------\nBuck Gee (Marketing)                 Bill Gallagher (Sales)\n\n----------------------------         ---------------------------------\nMike Gordon (Support)                Dave Robertson (Finance)\n\n\n                                       F-1\n\n\n     40\n                                                                    Confidential\n\nPURPOSE\n\nThis document summarizes the terms and conditions of Com21 Warranty and Service\nofferings for Com21 hardware and software products.\n\nHARDWARE WARRANTIES\n\n         STANDARD HARDWARE WARRANTY POLICY\n\n         Com21 warrants that the hardware portion of the ComCONTROLLER and\n         ComPORT products will materially conform to the specifications\n         applicable to such product and will be free from material defects in\n         materials and workmanship under normal and proper use for one (1) year\n         from the date of Com21's shipment. Com21's sole liability under this\n         warranty is, at the option of Com21, to repair or replace a Com21\n         hardware product that does not conform with the foregoing warranty.\n         This warranty shall not apply any damage or defect arising as a result\n         of neglect, improper installation, alteration, accident, or improper\n         use of a Com21 hardware product. This warranty is specifically in lieu\n         of, and Com21 disclaims, all other warranties, express or implied,\n         including, without limitation, any warranty for merchantability,\n         fitness for a particular purpose and non-infringement. Com21 will not\n         be liable for any incidental or consequential damages or for the cost\n         of substitute goods, services or technology.\n\n         OTHER POLICY TERMS:\n\n         -        ComCONTROLLER and ComPORT products are covered for twelve (12)\n                  months from date of Com21's shipment at no charge.\n\n         -        $50 no trouble found charge for units that are returned, but\n                  are determined by Com21 to conform with the warranty.\n\n         -        Philips pays shipping charges to Com21; Com21 pays return\n                  shipping charges unless no trouble found, then reseller pays\n                  return shipping charges unless otherwise agreed by Com21.\n\n         -        Com21 sends the repaired or replaced hardware units to\n                  reseller within fifteen (15) working days after Com21's\n                  receipt of the defective products covered under warranty\n                  unless otherwise agreed.\n\n         -        A Com21 Return Material Authorization number must be obtained\n                  from Com21 Technical Support for all warranty and non-warranty\n                  repairs prior to return of hardware products.\n\n         POST-WARRANTY HARDWARE EQUIPMENT SUPPORT\n\n                  After expiration of the one (1)-year hardware warranty period,\n                  Com21 will repair Com21 hardware products on a time and\n                  materials basis on the terms and at the prices shown in the\n                  \"Com21 Services\" Section. Com21 will warrant such\n                  out-of-warranty repair of Com21 hardware products for a period\n                  of ninety (90) days from the date of Com21's shipment to\n                  reseller unless otherwise agreed too.\n\n\n         COMPORT EXTENDED WARRANTY\n\n                  The ComPORT extended warranty extends standard hardware\n                  warranty for ComPORT cable modems and power supply for an\n                  additional twenty-four (24) months. The \n\n\n                                      F-2\n\n\n     41\n                                                                    Confidential\n\n                  price is [*] per modem at time of purchase or [*] if purchased\n                  before the standard hardware warranty expires. This extended\n                  warranty cannot be renewed or further extended.\n\n         COMCONTROLLER EXTENDED WARRANTY\n\n                  ComCONTROLLER extended warranty can be purchased for any\n                  ComCONTROLLER product or sub-system and it extends standard\n                  hardware warranty for an additional twenty-four (24) months.\n                  The warranty price is [*] of the Com21 list price of the\n                  ComCONTROLLER product or sub-system, if the warranty is\n                  purchased at time of purchase, and is [*], if the warranty is\n                  purchased within the twelve (12) month standard hardware\n                  warranty period. This extended warranty cannot be renewed or\n                  further extended.\n\n         ORDER NUMBER AND PRICE OF HARDWARE WARRANTIES:\n\n\n  \n  \n  Order\n Number        Description                                                    Price\n ------        -----------                                                    -----\n                                                                         \nCX9500       ComPORT Extended Warranty (Time of purchase). Not                 [*]    \n             renewable.  No discounts are available.                           [*]\n\nCX9550       ComPORT Extended Warranty (Within 12 months). Not                 [*]\n             renewable. No discounts are available.                            [*]\n\nCX9510       ComCONTROLLER Extended Warranty (Time of purchase).               [*]\n             Not renewable. No discounts are available.                        [*]\n\nCX9560       ComCONTROLLER Extended Warranty (Within 12 months).               [*]\n             Not renewable. No discounts are available.                        [*]\n  \n\n\nSOFTWARE WARRANTY, SUPPORT AND MAINTENANCE CONTRACTS\n\n         COM21'S SOFTWARE WARRANTY\n\n         The warranty period for software media is ninety (90) days. The Com21\n             software products are provided \"as is\" without warranty of any\n             kind, including, without limitation, any warranty of\n             merchantability, fitness for a particular purpose and\n             non-infringement. Further, Com21 does not warrant, guarantee, or\n             make any representations regarding the use, or the results of the\n             use, of the licensed Com21 software products in terms of\n             correctness, accuracy, reliability, or that the licensed products\n             are or will be error free unless otherwise agreed to by Com21.\n\n         SOFTWARE SUPPORT POLICY\n\n         Com21 will provide telephone technical support for the current shipping\n             version of the Com21 software and its immediate prior release. For\n             example, if Com21 is shipping NMAPS v2.3, then Com21 would provide\n             telephone support for NMAPS v2.3 and version 2.2. If a customer was\n             still using NMAPS v2.1, Com21 would not provide support except to\n             instruct the customer that it must upgrade to the current shipping\n             version, which in this case would be v2.3, and then Com21 could\n             determine if the customer's problem was resolved by the current\n             shipping release or if error still exists. If the error is not\n             resolved by the current shipping release, then Com21 would then\n             provide technical support to resolve or mitigate the error.\n\n         Com21 will respond to Critical Errors by assigning a technician to\n             investigate the error within four (4) hours from the time customer\n             reports the error to Com21. Com21 will provide customer information\n             and a proposal for the correction of such error no later than\n             twenty-four (24) hours from the time the error was first reported\n             to Com21. Com21 will use commercially reasonable efforts to provide\n             a Workaround within forty-eight (48) hours from the time customer\n             first reports the Error.\n\n         Com21 will use its commercially reasonable efforts to provide a\n             Workaround for moderate or \n\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to \n    the omitted portions.\n\n\n                                      F-3\n\n\n\n\n\n     42\n                                                                    Confidential\n\n             minor errors within forty-eight (48) hours from the time customer \n             first reports the error to Com21, patches, i.e., software which \n             corrects or removes a reproducible anomaly or \"bug\", will not be \n             provided for these type of Errors. Com21 will use in commercially \n             reasonable efforts to correct and\/or fix moderate or minor errors\n             in the next update or upgrade of the Com21 software.\n\n         SOFTWARE MAINTENANCE CONTRACTS AND UPGRADES*\n\n         Maintenance contracts for Com21 software have a twelve (12)-month term\n             beginning on the date of shipment by Com21, renewable annually.\n\n         Com21 encourages its resellers to purchase software maintenance for the\n             Com21 software. The benefits of annual software maintenance are\n             no-charge upgrades including all new product features to all major\n             releases of the Com21 software and all maintenance releases during\n             the twelve (12) month term of the maintenance contract. If\n             purchased separately, the combined cost of these upgrades and\n             maintenance release will be more than the annual price of software\n             maintenance.\n\n         Com21 encourages its resellers to offer customers the extended software\n             maintenance program with all others of Com21 software. The two\n             examples below illustrate the difference in price for maintenance\n             of the Com21 software with and without the extended software\n             maintenance program in place.\n\n         A)   If a customer purchases a software maintenance contract at\n                  time of purchase of Com21 software, the price will be [*] of\n                  the list price of NMAPS and [*] of the list price of the\n                  System software (per ComController). Once the customer has\n                  purchased maintenance, it must purchase maintenance for all\n                  subsequent purchases of software and ComCONTROLLER units in\n                  order for such software and ComCONTROLLER units to be covered\n                  under the maintenance program. For example, if a customer\n                  purchases NMAPS, one ComCONTROLLER including the System\n                  software and maintenance on 9\/1\/97, the software is covered\n                  until 8\/31\/98. If the customer purchases a new ComCONTROLLER\n                  including System software on 12\/1\/97, it must purchase the\n                  maintenance for the System software. As a result, the NMAPS\n                  and System software that was purchased on 9\/1\/97 will be\n                  covered by the maintenance contract until 8\/31\/98 and the\n                  System software purchased on 12\/1\/97 will be covered by the\n                  maintenance contract until 11\/30\/98. If software maintenance\n                  is purchased after the date of purchase of the Com21 software,\n                  but within ninety (90) days, then the price is [*] of the list\n                  price of the Com21 software for which maintenance is\n                  purchased.\n\n         B)   A customer that does not purchase maintenance will receive\n                  maintenance (bug-fix) releases but not any upgrade or new\n                  feature of any component of the Com21 ComUNITY Access system.\n                  For example, an upgrade would be NMAPS or the System software\n                  moving from 2.1 to 2.2 or from 2.2 to 2.3. an example of a\n                  maintenance release would be moving from version 2.1 to 2.1.1.\n                  Under this scenario, if a customer purchased a new upgrade, it\n                  would pay [*] of the list price of the upgrade. Although for\n                  one upgrade, this price is less than the annual fee for\n                  maintenance purchasing two or more upgrades separately per\n                  year will cost more than the annual maintenance fee. Com21 is\n                  currently planning to release at least \n\n--------\n* MAJOR RELEASE:     A comprehensive software release that has significant new\n                features to provide additional functionality or performance.\n\n         MAINTENANCE RELEASE: Periodic revisions to major releases which may\n                  include performance improvements, support for new hardware,\n                  new software features, and\/or bug fixes.\n\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n\n                                      F-4\n\n\n     43\n                                                                    Confidential\n\n                  two upgrades annually, who has purchased NMAPS v2.1 and does\n                  not purchase the upgrade to v2.2 charged [*] for the upgrade\n                  from v2.1 to v2.3.\n\n\n\n\n         ORDER NUMBER AND PRICE FOR SOFTWARE MAINTENANCE PRODUCTS:\n\n  \n  \nOrder Number       Description                                              Price\n------------       -----------                                              -----\n                                                                            \nTBD (CX9200)       ComUNITY Access Software Maintenance contract;    [*]\n                                                                     \n                                                                     \n                                                                     \n                                                                     \n                                                                          \n\nTBD (CX9201)       ComUNITY Access Software Maintenance contract;    [*]\n                                                                     \n                                                                     \n                                                                     \n                                                                     \n\nTBD (CX9202)       ComUNITY Access Software Maintenance contract;    [*]\n                                                                     \n                                                                     \n                                                                     \n                                                                     \n                                                                           \n\nTBD (CX9203)       ComUNITY Access Software Maintenance contract;    [*]\n                                                                     \n                                                                     \n                                                                     \n                                                                     \n  \n\nSERVICE OFFERINGS\n\n         Standard Service Policy\n\n         At no charge, Com21 offers the following support to resellers.\n\n         -        (M-F) 7AM to 7PM PST telephone support, after hours message\n                  support.\n         -        Next business day response.\n         -        On site support requires a customer PO, minimum charge for a\n                  service call is [*].\n\n\n----------------\n[*] Certain information on this page has been omitted and filed separately with\n    the Commission. Confidential treatment has been requested with respect to\n    the omitted portions.\n\n\n                                      F-5\n\n\n     44\n                                                                    Confidential\n\n                                    EXHIBIT G\n\n                      SOURCE CODE ESCROW DEPOSIT AGREEMENT\n\n                                 Account Number\n\n               This Source Code Escrow Deposit Agreement including any Exhibits\nand Addenda (\"Agreement\") is effective this      day of      , 19  , by and\nbetween Escrow Holder (\"Escrow Holder\"),         (\"Licensor\") and (\"Licensee\")\n             .\n\n               Notices to Licensor, Licensee and Escrow Holder should be sent to\nthe parties as identified in the attached Exhibit A.\n\n               WHEREAS, Licensor and Licensee have or will enter into a contract\ndated _______, 199_ (the \"Distribution Agreement\");\n\n               WHEREAS, Licensor and Licensee desire this Technology Escrow\nAgreement to be supplementary to said contract pursuant to 11 U.S.C. Section\n365(n);\n\n               WHEREAS, availability of or access to certain proprietary data\nrelating to the proprietary technology and other materials is critical to\nLicensee in the conduct of its business;\n\n               WHEREAS, Licensor has deposited or will deposit with Escrow\nHolder the related proprietary data to provide for retention and controlled\naccess for Licensee under certain specified conditions:\n\n               NOW THEREFORE, for good and valuable consideration, the receipt\nof which is hereby acknowledged, and in consideration of the promises, mutual\ncovenants and conditions contained herein, the parties hereto agree as follows:\n\n               1. Licensor Deposit Account. Following the execution of this\nAgreement and the payment of the set-up and deposit fees to Escrow Holder,\nEscrow Holder shall open a \"Deposit Account\" for Licensor. The opening of the\naccount means that Escrow Holder shall establish an account ledger in the name\nof the Licensor and that Licensor shall receive renewal notices as provided in\nSection 7. Unless and until Licensor makes an Initial Deposit with Escrow\nHolder, Escrow Holder shall have no obligation to Licensor except as defined by\nthis Section.\n\n               2. Initial Deposit. The \"Initial Deposit\" will consist of all\nmaterial initially supplied by Licensor to Escrow Holder as specified by an\naccompanying document called a \"Description of Deposit Materials\" hereinafter\nreferred to as an Exhibit B. Escrow Holder shall issue to Licensor and Licensee\na copy of the initial Exhibit B within ten (10) days of acceptance by Escrow\nHolder of the Initial Deposit.\n\n\n                                      G-1\n\n\n     45\n                                                                    Confidential\n\n               3. Deposit Changes. The Licensor will keep the Deposit updated\nwith supplemental or replacement materials (\"Deposit Changes\") to the extent\nrequired by the License Agreement.\n\n               (a) Supplemental Deposit. A \"Supplemental Deposit\" will include\nany materials added to the Deposit. Licensor will submit any Supplemental\nDeposit accompanied by an Exhibit B. Within ten (10) days of acceptance by\nEscrow Holder of such Supplemental Deposit, Escrow Holder shall notify Licensor\nand Licensee by issuing a copy of the Exhibit B.\n\n               (b) Replacement Deposit. \"Replacement Materials\" replace the\nexisting Deposit defined by Exhibit B(s). Licensor will submit any Replacement\nMaterials accompanied by an Exhibit B. Within ten (10) days of acceptance by\nEscrow Holder of such Replacement Materials, Escrow Holder shall notify Licensor\nand Licensee by issuing a copy of the Exhibit B. Escrow Holder will destroy or\nreturn to Licensor all materials that are replaced by the Replacement Materials.\n\n               4. Deposit Inspection. Upon the receipt of the Initial Deposit\nmaterials and any Deposit Changes, Escrow Holder will visually match the listed\nitems on the Exhibit B to the labeling of such materials. Escrow Holder shall\nnot be responsible for verifying the contents or validating the accuracy of\nLicensor's labeling. Acceptance of the Deposit will occur only when Escrow\nHolder concludes that the Deposit Inspection is complete; which conclusion shall\nnot be unreasonably withheld.\n\n               5. License Registration Account. Following the execution of this\nAgreement and the payment of the set-up, deposit and registration fee to Escrow\nHolder, Escrow Holder shall open a \"Registration Account\" for Licensee. The\nopening of the Registration Account means that Escrow Holder shall establish an\naccount ledger in the name of the Licensee and that Licensee shall receive\nrenewal notices as provided in Section 7. Unless and until Licensor makes an\nInitial Deposit of Materials with Escrow Holder, Escrow Holder shall have no\nobligation to Licensee except as defined by this section.\n\n               6. Deposit Obligations of Confidentiality. Escrow Holder agrees\nto establish a receptacle in which it shall place the Deposit (meaning the\nInitial Deposit, Supplemental Deposits and Replacement Deposits to the extent\nthen applicable) and shall put the receptacle under the control of one or more\nof its officers, selected by Escrow Holder, whose identity shall be available to\nLicensor and Licensee at all times. Escrow Holder shall exercise a professional\nlevel of care in carrying out the terms of this Agreement.\n\n               Escrow Holder acknowledges Licensor's assertion that the Deposit\nshall contain proprietary data of Licensor and that Escrow Holder has an\nobligation to preserve and protect that confidentiality.\n\n               Escrow Holder may duplicate the Deposit only as necessary to\npreserve and safely store the Deposit, and to provide copies thereof, as\nauthorized herein, to Licensee. Escrow Holder shall reproduce on all copies of\nthe Deposit made by Escrow Holder any proprietary or confidentiality notices\ncontained in the Deposit originally deposited with it by Licensor.\n\n\n                                      G-2\n\n\n     46\n               Except as expressly provided in this Agreement, Escrow Holder\nagrees that it shall not divulge, disclose, otherwise make available to third\nparties, or make any use whatsoever of the Deposit, or of any information\nprovided to it by Licensor in connection with this Agreement, without the\nexpress prior written consent of Licensor. This obligation will continue\nindefinitely notwithstanding termination of this Agreement.\n\n               7. Term of Agreement. This Agreement will have an initial term of\none year, commencing on the effective date of this Agreement. This Agreement may\nbe renewed for additional one-year periods upon receipt by Escrow Holder of the\nspecified renewal fees. In the event that the renewal fees are not received\nwithin thirty (30) days prior to the expiration date, Escrow Holder shall so\nnotify Licensor and Licensee of the thirty (30) day expiration period. If the\nrenewal fees are not received within the subsequent thirty (30) days, this\nAgreement will expire without further notice and without liability of Escrow\nHolder to the parties of this Agreement. Licensee has the right to pay renewal\nfees and other related fees. In the event Licensee pays the renewal fees and\nLicensor is of the opinion that any necessary condition for renewal is not met,\nLicensor may so notify Escrow Holder, and Licensee in writing. The resulting\ndispute will be resolved pursuant to the dispute resolution process defined in\nSection 12.\n\n               8. Expiry. Except as otherwise expressly provided in this\nAgreement, upon non-renewal or other termination of this Agreement, all duties\nand obligations of Escrow Holder to Licensor and Licensee will terminate. If\nLicensor requests the return of the Deposit, Escrow Holder shall return the\nDeposit to Licensor only after all outstanding invoices and the deposit return\nfees are paid. If the fee(s) are not received by the anniversary date of this\nAgreement, Escrow Holder shall, at its option, destroy or return the Deposit to\nLicensor.\n\n               9. Filing for Release of Deposit by Licensee. Upon notice to\nEscrow Holder by Licensee (in the form of an affidavit or declaration by an\nofficer of Licensee) of the occurrence of a release condition as defined in\nSection 10, and payment of the filing for release fee, Escrow Holder shall so\nnotify Licensor by certified mail with a copy of the notice from the Licensee.\nIf Licensor provides contrary instruction within ten (10) working days of the\nmailing of the notice to Licensor, Escrow Holder shall not deliver the Deposit\nto the Licensee except as provided below.\n\n               \"Contrary instruction\" means the filing of an affidavit or\ndeclaration with Escrow Holder by an officer of Licensor stating that a Release\nCondition has not occurred, or has been cured. Escrow Holder will send a copy of\nthe affidavit or declaration by certified mail to the Licensee who is filing for\nthe release of the Deposit materials. Upon receipt of contrary instruction,\nEscrow Holder shall not deliver a copy of the Deposit and shall continue to\nstore the Deposit until otherwise directed by Licensor and Licensee jointly, or\nuntil resolution of the dispute pursuant to Section 12.\n\n               10. Release of Deposit to Licensee. Release conditions are those\nconditions specified for release of escrow in Section 18 of the Distribution\nAgreement.\n\n               If after following the procedure in Section 9, Escrow Holder does\nnot receive \n\n\n                                      G-3\n\n\n     47\ncontrary instruction from Licensor, Escrow Holder is authorized to release the\nDeposit, or if more than one Licensee is registered to the Deposit, a copy of\nthe Deposit, to the Licensee filing for release following receipt of any fees\ndue to Escrow Holder.\n\n               11. Conditions for Use Following Release. Following a release as\nprovided in Section 10, Licensee shall have the non-exclusive right to use the\nreleased material only to support and maintain the Com21 Software and to\ndistribute error corrections (in object code form only) to then current\nend-users thereof for use in their licensed configurations. Additionally,\nLicensee shall be required to maintain the confidentiality of the released\nmaterials and technology in accordance with the terms of the License Agreement.\n\n               12. Disputes. In the event of a dispute as to which this section\napplies, Escrow Holder shall so notify Licensor and Licensee in writing. Such\ndispute will be settled by arbitration (which arbitration shall be binding for\npurposes of this Agreement only) [in accordance with the rules of the American\nArbitration Association (AAA). Licensor and Licensee will each select one\narbitrator and a third arbitrator will be selected unanimously by the two\narbitrators selected by the parties. If the two arbitrators selected by the\nparties are unable to select the third arbitrator within ten (10) days of the\nappointment of the two arbitrators, the parties consent to the selection of the\nthird arbitrator by the AAA administrator.\n\n               13. Indemnification. Licensor and Licensee agree to defend and\nindemnify Escrow Holder and hold Escrow Holder harmless from and against all\nclaims, actions and suits, whether in contract or in tort, and from and against\nany and all liabilities, losses, damages, costs, charges, penalties, counsel\nfees, and other expenses of any nature (including, without limitation,\nsettlement costs) incurred by Escrow Holder as a result of performance of this\nAgreement except in the event of a judgment or arbitration decision which\nspecified that Escrow Holder acted with gross negligence or willful misconduct.\n\n               14. Audit Rights. Escrow Holder agrees to keep records of the\nactivities undertaken and materials prepared pursuant to this Agreement.\nLicensor and Licensee will be entitled at reasonable times, during normal\nbusiness hours and upon reasonable notice to Escrow Holder, during the term of\nthis Agreement to inspect the records of Escrow Holder with respect to this\nAgreement.\n\n               Licensor or Licensee will be entitled, upon reasonable notice to\nEscrow Holder and during normal business hours, at the facilities designated by\nEscrow Holder, accompanied by a designated employee of Escrow Holder, to inspect\nthe physical status and condition (but not contents) of the Deposit. The Deposit\nmay not be changed by Licensor or Licensee during the audit.\n\n               15. Designated Representative. Licensor and Licensee each agree\nto designate one individual to receive notices from Escrow Holder and to act on\nbehalf of Licensor and Licensee respectively with respect to the performance of\ntheir obligations as set forth in this Agreement and to notify Escrow Holder\nimmediately, in the manner stipulated in Exhibit A, in the event of any change\nfrom one Designated Representative to another.\n\n               16. General. Subject to the terms of this Agreement, Escrow\nHolder may \n\n\n                                      G-4\n\n\n     48\n                                                                    Confidential\n\nact in reliance upon any written instruction, instrument, or signature\nreasonably believed to be genuine and may assume that any person giving any\nwritten notice, request, advice or instruction in connection with or relating to\nthis Agreement has been duly authorized to do so. Escrow Holder is not\nresponsible for failure to fulfill its obligations under this Agreement due to\ncauses beyond its control.\n\n               This Agreement is to be governed by, and construed in accordance\nwith the laws of the State of California, without regard to conflicts of laws\nprovisions thereof.\n\n               Except for the License Agreement, this Agreement, including the\nExhibits and Addenda hereto, constitutes the entire Agreement between the\nparties concerning the subject matter hereof, and will supersede all previous\ncommunications, representations, understandings, and agreements, either oral or\nwritten, between the parties. Licensor and Licensee acknowledge that Escrow\nHolder has no knowledge of the terms and conditions contained in the License\nAgreement and that Escrow Holder's only obligations shall be as set forth herein\nor in any other writing signed by Escrow Holder, Licensor and Licensee.\n\n               If any provision of this Agreement is held by any court to be\ninvalid or unenforceable, that provision will be limited or severed from this\nAgreement to the minimum extent necessary so that this Agreement shall otherwise\nremain in full force and effect and enforceable.\n\n               17. Fees. All service fees will be due in full at the time of the\nrequest for service. Renewal fees will be due in full upon the receipt of\ninvoice unless otherwise specified by the invoice. For the purpose of annual\nrenewal fees the effective date of this Agreement will be the anniversary date.\nInvoiced fees must be paid within sixty (60) days of receipt of invoice or\nEscrow Holder may terminate this Agreement. If payment is not timely received by\nEscrow Holder, Escrow Holder shall have the right to accrue and collect interest\nat the rate of one and one-half percent per month (18% per annum) from the date\nof invoice for all later payments, or, if lower, the maximum rate allowed by\nlaw.\n\n\n                                      G-5\n\n\n     49\n               All fees will be those specified in Escrow Holder's standard\nSchedule of Fees in effect at the time of renewal, or request for service,\nexcept as otherwise agreed. For any increase in Escrow Holder's standard fees,\nEscrow Holder shall notify Licensor and Licensee at least ninety (90) days prior\nto any renewal of this Agreement. For any service not listed on the Schedule of\nFees, Escrow Holder shall provide a quote prior to rendering such service.\n\n\nDated: 11\/26\/97\n      -------------              ------------------------------\n                                 Licensor\n\n                                 By:  [SIG]\n                                    ---------------------------\n                                   WILLIAM J. GALLAGHER\n                                  -----------------------------\n                                 (Print Name)\n                                   VICE PRESIDENT\n                                  -----------------------------\n                                 Title\n\nDated: 11\/19\/97\n      -------------              ------------------------------\n                                 Licensor\n\n                                 By:    [SIG]\n                                    ---------------------------\n                                    B. ADAMS\n                                  -----------------------------\n                                 (Print Name)\n                                    GEN. MANAGER\n                                  -----------------------------\n                                 Title\n\nDated:\n      -------------              ------------------------------\n                                 ESCROW HOLDER\n\n                                 By:\n                                    ---------------------------\n\n                                  -----------------------------\n                                 (Print Name)\n\n\n                                  -----------------------------\n                                 Title\n\n\n\n                                      G-6\n     50\n                                                                    Confidential\n\n                                    EXHIBIT A\n\n                                       TO\n\n                          SOURCE CODE ESCROW AGREEMENT\n\n                                 Account Number\n\n\nNotices to Licensor Regarding\nAgreement Terms and Conditions                                Invoices should\nshould be addressed to:                                       be addressed to:\n\nLicensor:             Com21, Inc.                             __________________\nAddress:              750 Tasman Drive                        __________________\n                      Milpitas, CA 95035                      __________________\n\n\nDesignated                 __________________                 __________________\nRepresentative:            __________________                 __________________\nPhone:                     __________________                 __________________\n\nNotices to Licensee Regarding\nAgreement Terms and Conditions                                Invoices should\nshould be addressed to:                                       be addressed to:\n\nLicensee:             Philips Public Tele- \n                      communication Systems                  __________________\nAddress:              Monash Gateway                         __________________\n                      745 Springvale Road                    __________________\n                      Mulgrave\n                      VIC 3170\n                      Australia\n\nDesignated                 __________________                 __________________\nRepresentative:            __________________                 __________________\nPhone:                     __________________                 __________________\n\n\n                                      G-7\n\n\n     51\n                                                                    Confidential\n\nAll requests from Licensor or License to change the designated representative\nmust be given in writing and signed by an officer of Licensor or Licensee as the\ncase may be.\n\n                                            Invoice Inquiries\nAll Contracts, Deposit Materials            and Remittance of\nand Official Notifications to               Fees to Escrow Holder\nEscrow Holder should be                     should be addressed to:\naddressed to:\n\n___________________________________         _________________________________\n___________________________________         _________________________________\n___________________________________         _________________________________\n\n\n                                      G-8\n\n\n     52\n                                                                    Confidential\n\n                                    EXHIBIT B\n\n                        Description of Deposit Materials\n\nDeposit Account Number___________________________________________________\n\n\nDeposit Account Name_____________________________________________________\n\n\nLicensor, pursuant to a Deposit Agreement, hereby deposits the below described\nmaterials into the above referenced Deposit Account by providing them to Escrow\nHolder. The Deposit Type is: (check box that applies)\n\n  Initial Deposit          Supplemental          Replacement\n\nIf Replacement then Destroy Deposit    or Return Deposit\n\nIf no Deposit Type has been checked the materials will be deemed to be an\nInitial or Supplemental Deposit.\n\nDEPOSIT MATERIALS\n\nName _____________________________________ Version _____________________________\nDate _________________________ CPU\/OS ______________ Compiler __________________\nApplication ____________________________________________________________________\nUtilities needed________________________________________________________________\nSpecial operating instructions__________________________________________________\n________________________________________________________________________________\n\nItem Description                     Media                              Quantity\n\n\nI certify that the above described \nmaterials were delivered\/sent to\nthe Escrow Holder:                             Receipt of the materials \n                                               acknowledged.\n\nBy ______________________________              By ______________________________\nName ____________________________              Name ____________________________\nTitle ___________________________              Title ___________________________\nFor _____________________________              For Escrow Holder\nDate ____________________________              Date ____________________________\n\n\n                                       G-9\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151,8000],"corporate_contracts_industries":[9394,9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42239","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-inc","corporate_contracts_companies-koninklijke-philips-electronics-nv","corporate_contracts_industries-consumer__audio","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42239","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42239"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42239"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42239"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42239"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}