Collateral Assignment

COLLATERAL ASSIGNMENT
AND SECURITY AGREEMENT


This COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this "Assignment") made as of this 19th day of September, 1996 by Amati Communications Corporation, a Delaware corporation having its chief executive office at 2043 Samaritan Drive, San Jose, California 95124 ("Assignor") in favor of Chatterjee Management Company, a Delaware corporation (the "Beneficiary", and sometimes herein the "Assignee").


PRELIMINARY STATEMENTS.


(1) Beneficiary has agreed to loan the Assignor up to $3,000,000 (the "Loan"), to be evidenced by a promissory note delivered by the Assignor to Beneficiary substantially in the form attached hereto as Exhibit A (the "Note").


(2) It is a condition precedent to the making of the Loan by the Beneficiary under the Note that Assignor shall have assigned to the Beneficiary, its Intellectual Property (as defined below).


NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor agrees as follows:


1. Incorporation of Note. The Note and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference thereto. Terms used herein which are defined in the Note shall have the respective meanings set forth in the Note unless otherwise defined herein.


2. Assignment and Grant of Security. To secure the complete and timely payment of all the obligations of Assignor now or hereafter existing, whether matured or unmatured, contingent or liquidated, under the Note, including any extensions, modifications, substitutions, amendments and renewals thereof, whether for principal, interest, premium, fees, expenses or otherwise, and all obligations of Assignor now or hereafter existing under this Agreement (all such obligations secured hereby being the "Obligations"), Assignor hereby pledges, grants, sells, transfers, sets over, conveys and assigns to Assignee for its benefit the entire right, title and interest of Assignor in and to the following (the "Intellectual Property"): (i) all United States patents and patent applications, including all proceeds thereof, in which Assignor has or, in the future, may have the right (but not the obligation) to sue for past, present and future infringements in the name of Assignor or in the name


of Assignee, all rights (but not obligations) corresponding hereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) all trademarks and service marks (registered or unregistered), trade dress, trade names and other names and slogans embodying business or product goodwill or indications of origin, all applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill associated therewith, all as owned or used by Assignor; (iii) all patentable inventions, discoveries, improvements, ideas, know-how, formula methodology, processes, technology and computer programs, software and databases (including source code, object code, development documentation, programming tools, drawings, specifications and data), all as owned or used by Assignor; (iv) all trade secrets, including confidential and other non-public information, and the right in any jurisdiction to limit the use or disclosure thereof, all as owned or used by Assignor; (v) all copyrights in writings, designs, mask works or other works, and registrations or applications for registration of copyrights in any jurisdiction, all as owned or used by Assignor; (vi) all licenses (including the rights to revenue streams in respect of licenses granted by Assignor), immunities, covenants not to sue and the like relating to any of the foregoing (it being understood and agreed that the Intellectual Property assigned hereby shall include, without limitation, rights and interests pursuant to licensing or other contracts in favor of Assignor pertaining to Intellectual Property presently or in the future owned or used by third parties, but in the case of third parties which are not affiliates of Assignor only to the extent permitted by such licensing or other contracts and, if not so permitted, only with the consent of such third parties); and (vii) all claims or causes of action arising out of or related to infringement or misappropriation of any of the foregoing. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by Assignor to Assignee under the Note but for the fact that they are unenforceable or not allowable because of the existence of a bankruptcy, reorganization or similar proceeding involving Assignor.


3. Representations and Warranties. Assignor represents and warrants as follows:


(a) A true and complete list of all Intellectual Property is set
forth in Schedule A hereto.


(b) The Intellectual Property is subsisting and has not been
adjudged invalid or unenforceable and Assignor is not aware of any
claim by any third party that the Intellectual Property is invalid or
unenforceable.


(c) To the best of Assignor's knowledge, each of the Intellectual
Property is valid and enforceable.


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(d) No claim has been made to Assignor in writing that the
practice of any of the Intellectual Property does or may violate the
rights of any third person.


(e) Assignor is the legal and beneficial owner of the
Intellectual Property free and clear of any lien or other encumbrance,
including without limitation, assignments, licenses, shop rights and
covenants by Assignor not to sue third persons, except for (i) the
security interest and assignment created by this Assignment and (ii)
the licenses granted by Assignor set forth on Schedule B hereto. No
effective financing statement or other instrument similar in effect
covering all or any part of the Patents is on file in any recording
office except such as may have been filed in favor of Assignee
relating to this Assignment or for which duly executed termination
statements have been recorded or delivered to Assignee.


(f) This Assignment will create in favor of Assignee a valid and
perfected first priority security interest in the Intellectual
Property upon making the filings referred to in clause (g) below.


(g) Except for the filing of financing statements with the
Secretary of State of California under the Uniform Commercial Code and
filings with the United States Patent and Trademark Office, no
authorization, approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required either
(i) for the grant by Assignor of the security interest granted hereby
or for the execution, delivery or performance of this Assignment by
Assignor or (ii) for the perfection of or the exercise by Assignee of
its rights and remedies hereunder to the Intellectual Property in the
United States of America.


(h) The chief executive office of Assignor is located at the
address set forth above for Assignor.


4. New Intellectual Property and Applications. If, at any time while amounts are outstanding under the Note, Assignor shall obtain rights to any new Intellectual Property, the provisions of this Assignment shall automatically apply thereto. With respect to all of the foregoing rights or benefits, Assignor shall give to Assignee prompt notice thereof in writing.


5. Assignor's Covenants. On a continuing basis, Assignor will make, execute, acknowledge and deliver, and file and record in the proper filing and recording places, all such instruments, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as may be deemed necessary or desirable by Assignee to carry out the intent and purposes of this Assignment, or for assuring and confirming to Assignee the grant or perfection of a


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security interest in all Intellectual Property. Without limiting the generality of the foregoing sentence, Assignor:


(a) will not enter into any agreement which would or might in any
way impair or conflict with Assignor's obligations hereunder without
Assignee's prior written consent;


(b) will, upon the written request of Assignee, use its best
efforts to obtain any necessary consents of third parties to the grant
or perfection of a security interest to Assignee with respect to the
Intellectual Property;


(c) authorizes Assignee in its sole discretion to modify this
Assignment without first obtaining Assignor's approval of or signature
to such modification by amending Schedule A hereto to include
reference to any right, title or interest in any existing Intellectual
Property or any Intellectual Property acquired by Assignor after the
execution hereof or to delete any reference to any right, title or
interest in any Intellectual Property in which Assignor no longer has
or claims any right, title or interest;


(d) will, from time to time, upon Assignee's request, cause its
books and records to be marked with such legends or segregated in such
manner as Assignee may specify, and take or cause to be taken such
other action and adopt such procedures as Assignee may specify to give
notice of or to perfect the security interest in the Intellectual
Property intended to be created hereby;


(e) will at all times keep at least one complete set of its
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