Amendment To Product Development Dated 10/1/95

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.


AMENDMENT NUMBER 1


Amendment, dated as of October 1, 1995, by and between
CrossComm Corporation, a Delaware corporation having an office at
450 Donald Lynch Boulevard, Marlboro, Massachusetts 01752
("CrossComm") and Applied Network Technology, Inc., a Massachusetts
corporation having an office at Regency Park, 238 Littleton Road,
Westford, MA 01886 ("ANT")


WHEREAS, Crosscomm and ANT are parties to a certain Product
Development, Technology License and Manufacturing Agreement dated
July 19, 1994 (the "Agreement") to which reference is hereby made;
capitalized terms herein shall have the same meanings ascribed to
them in the Agreement; and


WHEREAS, Crosscomm and ANT desire to amend the Agreement in
accordance with the terms and conditions set forth herein;


NOW THEREFORE, CrossComm and ANT hereby agree, for good and
valuable consideration, the receipt of which is hereby
acknowledged, as follows:


A. AMENDMENTS TO AGREEMENT


The parties agree to amend the Agreement as follows:


1. Delete the phrase "and the A Logic Chip" at the end of
Section 1.3.


2. Add the following to the end of Section 1.4:


"and all source code, libraries, design and technical
documentation, flow charts, layouts, diagrams and other
technical information in the possession of ANT relating to the
design and operation of an ASIC."


3. Add the following phrase to the end of Section 1.12:


"and the ESM 10-16, ESM 10-8 and EMCP daughter boards."


4. Add the following new section to the end of Section 1:


2


"1.25 STAND-ALONE BASIS means the sale of a product (or, in
the context of this Agreement, an ASIC) as a separate
commodity product, and not as part of or a component of
another product, such as a network switch. Sale on a Stand-
alone Basis does not include sale of a product as a
replacement part for a product originally sold or manufactured
by the selling party (such as a network switch) into which the
replacement part will be incorporated."


5. Delete the last paragraph of Section 2.2 ("CrossComm will
own . . .under this Agreement.") in its entirety.


6. Add the following to the end of the first sentence of
Section 2.4:


"and (for the SEC 100 ASIC only) to determine whether the
Deliverable is interoperable with the National Semiconductor
NIC card, such interoperability to be defined as substantial
completion of certain interoperability tests attached hereto,
including 100 Base-T testing at a mutually acceptable,
regional, recognized laboratory"


7. Add the following to line 6 of Section 2.4, after the
word "criteria":


"and (for the SEC 100 ASIC only) the Deliverable is
interoperable with the National Semiconductor NIC card as
aforesaid,"


8. Add the following to the end of Section 3.1:


"Notwithstanding the foregoing, the ESM 10-16, ESM 10-8 and
EMCP daughter boards shall be deemed to have been finally
accepted by CrossComm upon Initial Product Acceptance, shall
not be required to undergo Production Acceptance and, because
they are owned by Crosscomm, shall not be subject to the
provisions of Sections 5 or 15 hereof in any respect."


9. Add the following sentences to the end of Section 3.3:


"CrossComm shall have the right to purchase each ASIC directly
from LSI Logic Corporation or other ASIC vendors, provided
that CrossComm notifies ANT (during the Maintenance Period (as
defined in Section 5.1)) of the quantity, type and timing of
such purchases within fifteen days following the end of the
month in which such purchases were made. All such information
shall be deemed the Confidential Information of CrossComm."


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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.


10. In Section 4.3(a), replace each reference to "********"
with "********," and delete the last five lines in their entirety
and replace them with the following:


"SEC 10 and SEC 100 ** per ship for the first ****** chips
********"


11. Section 4.3(b) shall be restated in its entirety as
follows:


"The parties acknowledge and agree that the Prepaid Royalties
are nonrefundable, and that no amounts previously paid or to
be paid by CrossComm to ANT hereunder, once such amounts are
paid, shall be refundable."


12. In Section 4.4, replace both occurrences of "January 1,
1996" with "March 31, 1996".


13. Insert the following at the end of Section 4.4:


"ANT may solicit such PBI ASIC business during the period from
the execution date of this Agreement through March 31, 1996.
Notwithstanding the foregoing or anything to the contrary in
Section 6.2 or elsewhere in this Agreement, ANT shall not be
prohibited from selling the PBI ASIC if it is incorporated
into a networking product developed or sold by ANT or a
parent, subsidiary or entity under common control with ANT (an
"ANT Switch").


14. The title of Section 5 shall be changed to "Maintenance"
and Section 5.1 shall be deleted in its entirety.


15. Section 5.2 shall be renumbered Section 5.1 and shall be
restated in its entirety to read as follows:


"During the time period commencing on the date hereto and
ending on March 31, 1996 (the "Maintenance Period"), ANT will
provide Maintenance Services to Crosscomm in respect of the
SEC 10 (Rev C) and the PBI ASICs; the Maintenance Period for
the SEC 100 ASIC shall end on May 15, 1996. "Maintenance
Services" means reasonable efforts by ANT to correct bugs and
other non-conformities with existing specifications, and shall
not include the addition of new features, functions or
performance enhancements. Notwithstanding anything to the


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contrary contained herein, ANT agrees that it shall, prior to
December 31, 1995, deliver to CrossComm a revised PBI ASIC
which corrects those errors set forth on Attachment B to this
Amendment and which conforms to the Rev. 1.2 specifications
dated October 16, 1995.


The Maintenance Period with respect to the SEC 100 ASIC shall
be extended until June 30, 1996 in the event that a working
model which conforms to the Rev. 0.6 specifications dated July
27, 1995 has not been delivered by ANT to CrossComm by
December 31, 1995."


16. Delete Section 5.2 in its entirety.


17. Add the word "irrevocable" to the second line of Section
6.1(a), after the word "perpetual".


18. Add the word "irrevocable" to the second line of Section
6.1(b), after the word "perpetual".


19. Delete Section 6.1(c) and replace it with the following:


"Upon the commencement of training under Section 15 of the
Agreement, as amended, for each ASIC, but no later than the
expiration of the Maintenance Period for each ASIC:


(i) ANT shall provide CrossComm with the ASIC Design for
that ASIC;
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