Amendment No. 1 To Oem Agreement

Exhibit 10.41

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT NO. 1 TO OEM AGREEMENT

THIS AMENDMENT NO. 1 (the " Amendment" ) is made as of the last date signed below (the " Effective Date" ), as an amendment to the OEM Agreement dated August 14, 2006 (the " Agreement" ), by and between ANDA Networks, Inc. , a Delaware Corporation with its principal place of business at 247 Santa Ana Court, Sunnyvale, California 94085 (" Supplier" ) and Ciena Corporation , a Delaware corporation with its principal place of business at 1201 Winterson Road, Linthicum, Maryland 21090 (together with its affiliates and subsidiaries, " Ciena" and, together with Supplier, the " Parties" and each individually a " Party" ). Except as otherwise indicated, defined terms in this Amendment have the same meaning as in the Agreement.

WHEREAS , the Parties wish to amend the Agreement on the terms and conditions as set forth below. NOW, THEREFORE, the Parties hereto agree as follows:

1. Section 1.5 of the Agreement is hereby deleted in its entirety and replaced with the following:

1.5 " Products" means Supplier' s products, related Software and all other products as set forth on Exhibits A and A-1 hereto, and any improvements, updates, upgrades or modifications to the same.

2. Sections 3.3, 3.4 and 3.5 of the Agreement are hereby deleted in their entirety and replaced with the following:

3.3 Forecast . At least once each quarter during the term of this Agreement, Ciena will provide Supplier with a rolling [*] forecast of purchases of Products hereunder (the " Forecast" ). The Parties acknowledge and agree that the Forecast shall be used by Supplier for planning purposes in order to comply with delivery intervals under Section 3.5, but shall neither constitute a purchase commitment from Ciena for Products nor be relied on by Supplier as such purchase commitment from Ciena.

3.4 Component Procurement . Supplier is authorized to purchase raw materials and components for use in manufacturing Products based on the Forecasts and Purchase Orders issued by Ciena hereunder. Specifically, based on quoted component lead times from its suppliers, Supplier will determine when to purchase those raw materials and components necessary to support the current Forecast and Purchase Order(s) issued by Ciena within the delivery intervals under Section 3.5.

3.5 Delivery Intervals . All Products included in the Forecast will be delivered by Supplier to the FCA point within [*] weeks after receipt of the Purchase Order and Products not included in the Forecast will be delivered by Supplier to the FCA point within [*] weeks after receipt of the Purchase Order. In the event an End User requests a shorter delivery interval, Supplier will use all commercially reasonable efforts to ship the Product(s) within such delivery interval. All specially manufactured Products shall be shipped on a mutually acceptable time frame. In the event Ciena requests accelerated delivery of Products and such accelerated delivery results in increased costs to Supplier, the Parties shall mutually agree upon the delivery schedule and Supplier may charge a premium, as mutually agreed with Ciena, for such accelerated delivery.

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3.6 Rescheduling/Postponement of Purchase Orders , Ciena may reschedule or postpone the delivery date of all or any portion of a Purchase Order, without liability or charge and upon written notice to Supplier, for a period not to exceed [*] from the original delivery date, If Ciena has not taken delivery of Products associated with a rescheduled or postponed Purchase Order within such [*] period, then Ciena will agree to take immediate delivery of such Products at the FCA point and pay a storage and handling fee in the amount of [*] of the purchase price of the affected Products.

3.7 Cancellation of Purchase Orders .

(a) In the event that Ciena cancels all or any portion of a Purchase Order within [*] prior to the scheduled delivery date (except for cancellation contemporaneous with its termination of this Agreement pursuant to Section 11.2(b) herein), then Ciena will be liable and Supplier shall invoice Ciena for the following cancellation charges, subject to Section 3.7(b) below: (i) Supplier' s labor costs and Supplier' s quoted price (i.e., the price set forth in the costed bill of materials in Supplier' s price quotation) for all assembly work in process necessary to manufacture the Products in the canceled Purchase Order, and (ii) Ciena' s purchase price for all finished Products manufactured pursuant to the canceled Purchase Order. Such cancellation charges are independent of any storage and handling fees incurred pursuant to Section 3.6. Ciena may cancel all or any portion of a Purchase Order more than [*] prior to the scheduled delivery date, without any penalty or liability and for any reason whatsoever, upon written notice to Supplier.

(b) Notwithstanding the foregoing, Supplier will use commercially reasonable efforts to mitigate Ciena' s liability under Section 3.7(a) for a period of [*] after receipt of notice of cancellation of a Purchase Order, including but not limited to (i) cancellation or rescheduling of its applicable supplier component purchase orders, (ii) reduction of its component inventory through return-for-credit programs, and (iii) allocation of components to alternate customers. Supplier will provide documentation of such mitigation efforts upon Ciena' s request.

(c) Except as otherwise set forth in this Section 3.7, Ciena will not be liable for any other components, inventory, penalties or charges of any kind as a result of its cancellation of a Purchase Order.

3.8 Electronic Data Interchange . Supplier shall use commercially reasonable efforts to implement, within [*] of the Effective Date of this Agreement, sufficient systems and processes that will enable the Parties to exchange orders, payments, acknowledgements, invoices, remittance notices, and other records (" Data" ) electronically, in place of tangible documents, which Data will be exchanged in accordance with the Telecommunications Industry Forum EDI Guidelines for use of American National Standards Institute (ANSI) Accredited Standards Committee X12 transaction sets, unless the Parties mutually agree to a proprietary format or another standard (i.e., Extensible Markup Language (XML)).

3. Section 2.2 of Exhibit B (Authorized and Exclusive Accounts) to the Agreement is hereby amended to include the following:

In addition, AT&T shall be designated as an Exclusive Account specifically for the AT&T Ethernet RFP bid (RFP#20070829.006.P for Metro-Ethernet Terminating Equipment) (or any successor RFP issued by AT&T that is specifically intended by AT&T to replace or supersede the above-named RFP) as of the Effective Date of Amendment No. 1 to this Agreement. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


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4. Section 5.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following: (a) Supplier' s list prices for each Product (by individual part number) are as set forth on Exhibit A hereto. The Parties acknowledge and agree that (i) Supplier' s list prices shall remain fixed for [*] from the Effective Date of Amendment No. 1 to this Agreement, and (ii) thereafter, Supplier may revise its list price(s) upon [*] advance written notice to Ciena, provided that any increase in list price shall result in a corresponding increase in Ciena' s discount for such Product(s) to ensure the same net transfer price to Ciena. Ciena shall have the right, in its discretion, to determine prices for which it sells Products to End Users. All pricing offered and payments made under this Agreement shall be in U.S. dollars.

(i) Standard (Rest of World) Pricing . Ciena' s standard discount levels for the Products, with the accompanying terms and conditions, are attached as Exhibit A hereto. (ii) Custom Pricing . Ciena and Supplier may from time to time mutually agree to custom products and price lists applicable to specific End Users which will be appended to Exhibit A (" Custom Price Lists" ). For example, the Custom Price List for British Telecommunications plc (" BT" ) has been agreed to by Ciena and Supplier and is attached hereto as Exhibit A-l . The Custom Price Lists shall not be applicable to sales of Products to other End Users.

6. Exhibit A to the Agreement (General Supplier Product and Price List) is hereby deleted in its entirety and replaced with the Exhibits A and A-l, attached hereto and incorporated by reference herein.

7. Exhibit D (Services) to the Agreement is hereby deleted in its entirety and replaced with the Exhibit D attached hereto and incorporated by reference herein.

8. In connection with sale of Products to BT, Supplier agrees that it will be responsible for any penalties assessed against Ciena by BT in connection with the Contract Performance Requirements set forth in Appendix 13A Parts 1 and 2 to 21CN Transmission Contract No. 674920 between BT and Ciena, copies of which are attached hereto as Exhibit E, to the extent such penalties result from Products and Services provided by Supplier and subject to satisfaction of the following conditions: (a) The CPR measurements will commence as follows: (i) for CPRs El, E2 and D1-D4, upon Supplier' s TAC receipt of a call escalation for Third Level Support; and (ii) for other applicable CPRs, if and to the extent applicable, upon Supplier' s receipt of the Field Replaceable Unit (FRU) at its California facility.

(b) In connection with those CPRs involving problem resolution (hardware, software, firmware, FRU failures): (i) once escalated to Supplier for Third Level Support, the problem must be reproducible or replicable on the same network architecture; (ii) in order to expedite problem resolution for CPRs El, E2 and D1-D4, Supplier is provided reasonable access to OEM product unit memory dumps, configuration information or databases, interfaces or connectivity configuration to other products to which the Products are connected, any SNMP data or traps captured, and (if requested by Supplier) the actual unit or key cards; and (iii) Supplier is not responsible for a CPR if and to the extent that the delay or failure is not directly attributable to Supplier (e.g., multi-vendor induced attribution issues).

(c) In connection with CPRs 3/1 and 3/2 (Delivery and Acceptance), the following items shall not be included as part of Supplier' s delivery responsibility to BT: (i) SFPs that are to be

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provided by Ciena; (ii) ON-Center NMS; (iii) special shipping labels, instructions or documentation required by Ciena for the Products (except to the extent required by BT); (iv) special cables or connectors that are to be provided by Ciena with the Products; or (v) Ciena products (e.g., CoreDirector, CN 4200). (d) If and when the measurements and remedies for CPRs 2/1 and 2/2 (TIP) are subsequently negotiated and agreed between Ciena/Supplier and BT, they shall be included in this Agreement by separate written amendment.

In the event that BT asserts a CPR pursuant to the appendices attached as Exhibit E, and to the extent necessary, the Parties shall determine in good faith, either in parallel with or subsequent to the attribution process with BT set forth therein, what proportion of responsibility for the remedy should be attributable to Supplier and/or Ciena.

9. Section 15.1 of the Agreement is hereby amended by inserting the following clarifying language after the second sentence of this section:

" For the avoidance of doubt, Confidential Information includes all confidential and proprietary information disclosed by the Parties pursuant to that certain Mutual Non-Disclosure Agreement entered into by the Parties dated April 19, 2004."

10. Except as amended by this Amendment, all of the original terms and provisions of the Agreement shall continue in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment will prevail. This Amendment is entered into and shall be governed by the laws of the State of New York, exclusive of its choice of law provisions. This Amendment may be executed by the Parties in one or more counterparts, and each of which when so executed shall be an original, but all such counterparts shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers as of the date(s) set forth below.

Ciena Corporation ANDA Networks, Inc. By:

By:

Name: R.B. Stevenson, Jr. Name: Charles R. Kenmore Title: SVP Title: President & CEO Date: 11/7/07 Date: 11/7/07


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EXHIBIT D

SUPPORT SERVICES

1. DEFINITIONS

All capitalized terms used and not defined herein shall have the respective meanings assigned to said terms in the Agreement.

Class A:

Product Change Notifications designated Class A shall mean (and apply to) changes that are required to correct a product deficiency.

Class AC:

Product Change Notifications designated Class AC are as per Class A changes, but impact only a limited or conditional application of the Product.

General Availability (GA):

Identified hardened product that is available for general release to Ciena. Product is now volume manufactured and standard ordering procedures will apply with no further approvals required.

Feature Release Software:

Any software release that is Generally Available and that primarily contains new software features and functionality or supports the addition of new Product features and functionality. First Level Support:

The process of verifying: a. The Product has been installed in accordance with ANDA installation specifications

b. The desired application is supported by the Product

c. All options have been configured properly to support the application

Form, Fit and Function:

a. Form: The weight, density, chemical or material composition, size, shape, structure, appearance, protocol, pattern, composition, configuration, and marking/identification of a product.

b. Fit: The suitability or readiness of a product for a particular application, including environmental extremes, marginal parameters, physical and signal compatibility with interfacing systems and surroundings, level of performance, safety margins, reliability, maintainability, and install ability.

c. Function: The set tasks or purposes for which a product is used by the End User, including all the tasks generally accepted for the product and those specifically designated by the End User.

Maintenance Release Software:

Existing general availability (" GA" ), periodic and regular software releases provided by ANDA hereunder that primarily contains software fixes for a given GA Feature Release Software and the previous two GA Feature Release Software.

Minimum Revision Level:

The earliest Product release level of Hardware or Software currently supported by ANDA as specified by ANDA, from time to time, and provided further that such release level is not less than [*] major GA release versions older than the then-current GA release level.

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Problem Severity:

ANDA defines three problem severity classifications for Reported Problems aligning with TL9000 R3.0 standards. In order to classify a request, ANDA technical support personnel will confirm with Ciena the impact of the reported problem to determine an appropriate classification. Where parties disagree on the classification of a particular Reported Problem, Ciena and ANDA technical contacts will undertake to discuss the problem with a view to reaching a mutually acceptable classification, where possible.

a. Critical: Reported Problems that severely affect service, capacity/traffic, billing/statistics collection or maintenance capabilities and require immediate corrective action, regardless of time of day or day of the week, as reasonably viewed by Ciena (or the End User) upon discussion with ANDA.

b. Major: Reported Problems that seriously affect system operation, maintenance and administration and require immediate attention as reasonably viewed by Ciena (or the End User) upon discussions with ANDA. The urgency is less than in critical situations because of a lesser immediate or impending effect on system performance and/or End User' s operation and revenue. c. Minor: Reported Problems that do not significantly impair the functioning of the system and do not significantly affect service to End Users. These problems are not traffic affecting.

Reported Problem:

An apparent failure of a Product to materially function in accordance with the published specifications for such Product, which has been properly reported to the ANDA Customer Service Center. Second Level Support:

(a) Responsibility for all initial fault-handling activity

(b) Problem characterization and verification

(c) Identification of point of failure through various means including remote access and on-site diagnostics (d) Capture and assessment of any existing equipment diagnostic, physical port, and related alarms and performance monitoring statistics (e) Verification and recording of any recently implemented network changes that could affect equipment operation (f) Verification of correct equipment configuration and provisioning

(g) Determination of any failure or performance degradation due to facilities-based faults and/or third party network equipment (h) Remote resetting of any equipment appearing to be faulty

(i) Verifying existence of acceptable voltage supply levels & earth grounding

(j) First line replacement of faulty equipment identified as a result of first line diagnostics with spare/replacement equipment (k) Recording of all pertinent s/w & h/w versions for third party equipment involved (l) Establishment and maintenance of remote telemetry access to equipment

(m) Network equipment installed at any End User locations including, but not limited to, POPs, CoLo' s, and CPE sites. 2. LIMITED PRODUCT WARRANTY

The following ANDA Support Services will be provided at [*] to Ciena as part of ANDA' s Limited Product Warranty for the EtherTone family of products:

ullet

PriorityOne Advance Replacement [*] after shipment)

ullet

Standard Return and Repair

ullet

Maintenance Release Software Availability Subscription

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3. SUPPORT SERVICES

During the term of the Agreement (and thereafter, as may be applicable), ANDA will make available the following Support Services to Ciena, each as described in the applicable Service Offering Schedule attached hereto and in accordance with the pricing set forth in Schedule A attached hereto:


Schedule A: Support Services Pricing

Schedule B: ATAC & Remote Maintenance

Schedule C: Maintenance Release Software Availability Subscription

Schedule D: Standard Return and Repair

Schedule E: Priority One Advance Replacement - NBD

4. ESCALATION

The focal point for escalation of all support services is through ANDA' s Customer Service Center (CSC). The CSC can be contacted from anywhere in North America at 1-888-561-ANDA (1-888-561-2632) or from elsewhere at +1-408-519-4930.


SCHEDULE A

SUPPORT SERVICES PRICING


Schedule B: ATAC & Remote Maintenance

Table-1


Tier

Total Value of Products Covered (List Price)

Rate * A $0 - $999,999 [*] B $1,000,000 - $4,999,999 [*] C $5,000,000 - $9,999,999 [*] D $10,000,000 - $19,999,999 [*] E $20,000,000 - $34,999,999 [*] F $35,000,000 - $49,999,999 [*] G $50,000,000 + [*]

Schedule C: Maintenance Software Release Availability Subscription Table-2

Included in pricing for ATAC & Remote Maintenance per Schedule B


Schedule D: Standard Return and Repair

Table-3


Time Period Rate *

During Warranty Period [*]

Post Warranty Period (Annual Period) [*]

Excessive NTF Return Charge [*]

Schedule E: PriorityOne Advanced Replacement Table-4


Region Rate *

North America [*]

EMEA [*]

APAC [*]

CALA [*] * NOTE: Rate is an annual rate applied as a percentage of the total value of the Products (at list price) to be covered by the service offering [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

TERMS AND CONDITIONS OF SUPPORT SERVICES PRICING GENERAL:

1) Support Services are available to Ciena as identified within this Agreement and per each Service Offering Schedule by ANDA upon receipt of a Purchase Order for the Support Services. Following commencement of Support Services, charges are determined quarterly through use of either ANDA' s or Ciena' s records as applicable, and payable quarterly in advance. Quarterly charges will include (i) charges for all Products to be covered by Support Services in the upcoming quarter and (ii) pro-rated charges for all Products added to coverage by Support Services in the preceding quarter. 2) The parties will ensure that their respective back-office systems (e.g., Syspro, Oracle) electronically communicate and exchange the Product information (including, without limitation, part number, serial number, shipment date, delivery date to Ciena or End User, etc.) necessary to determine both the quarterly charges for Support Services to be invoiced to Ciena and the warranty and Support Service entitlement for the applicable Products.

SCHEDULE: E

1) In order to initiate coverage for specified equipment under this Support Service Offering, Ciena shall provide to ANDA a completed Parts Master File (PMF), in electronic format as provided by ANDA, for any equipment and FRU(s) to be covered under this Agreement prior to service commencement. The PMF is to be used by ANDA to determine billing charges and for service entitlement purposes. Failure to provide PMF information in a timely manner (either initial or data incremental to existing PMF information) may result in reduced service levels of this Support Service Offering for the period during which the information is not available. 2) For new service coverage requests where equipment presently not under the terms of this Support Service Offering are made by Ciena, the Support Services provided under this offering will commence [*] within North America (or [*] for ROW) following receipt by ANDA of the electronic PMF data from Ciena identifying specific product information including part numbers, serial numbers, equipment location information, and quantities. For existing incremental service coverage request by Ciena, the Support Services provided under this offering will commence [*] within North America (or [*] for ROW) following receipt by ANDA of the electronic PMF data from Ciena identifying incremental product coverage information.

3) For purposes of this Support Service Offering, the geographic regions referenced within Table 3 above are defined as follows: a) North American Region includes the 50 States of the USA and the Provinces of Canada.

b) EMEA includes Europe, Eastern Russia and the surrounding countries, the Middle East region, and continental Africa. c) GALA includes Mexico, Central and South America.

[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

SCHEDULE B

SERVICE OFFERING: ATAC & REMOTE MAINTENANCE

1 SERVICE DESCRIPTION

ANDA will provide Ciena with this Service Offering for an annual fee set out in Schedule A (Support Services Charges). This Service Offering may be provided for other Products or parts on a fee-per-service basis, at ANDA' s then current rates. ANDA' s TAC & Remote Maintenance service is designed to provide Ciena and its End User operations and technical staff with Third Level technical support following delivery of First and Second Level problem isolation and analysis performed by Ciena. For an initial period of time as defined in Article 2.3 of this Agreement, or as otherwise mutually agreed, ANDA will provide Second Level technical support on behalf of Ciena to its End Users.

1.2 Remote Phone Support

Access to this Service Offering is provided 24x7x365 via ANDA' s Customer Service Center (" CSC" ). The CSC can be contacted from anywhere in North America by dialling 1-888-561-ANDA (1-888-561-2632) or elsewhere directly at MOB-SI 9-4930. Ciena will be able to inform ANDA of problems in the Products (a " Reported Problem" ); and take advantage of the technical support and advice for operation and maintenance of the Products.

If Ciena' s service request cannot be processed immediately, Ciena will be called back by ANDA, as described in the " Service Level Targets" section below.

If the Reported Problem cannot be solved by means of Remote Phone Support, ANDA will then attempt to solve the Reported Problem by means of Controlled Remote Diagnostic. 1.3 Remote Access & Diagnostics (" RAD" )

Following the initial Level(s) of problem diagnosis by Ciena, if RAD is required, ANDA will access the End User' s network or Product by means of a remote connection, if access is made available by Ciena and its End User for this purpose. ANDA will then try to determine the present state of the Products encountering the Reported Problem, conduct additional problem analysis and propose corrective action or a work-around for the Reported Problem. There are two diagnostic activities comprising RAD:

a. Hardware Debugging - Remote isolation and analysis of suspected defective Hardware. Hardware debugging is performed on suspected faulty Hardware until confirmed faulty or functional. If a part is identified as faulty, Ciena or End User will be directed to swap-out the defective Hardware with replacement hardware from spares held by Ciena or End User. Where remote debugging is not feasible in ANDA' s opinion, Ciena may instead be directed to replace and return the suspected Hardware to ANDA for testing in accordance with the terms and conditions of ANDA' s standard repair service. b. Software debugging is performed on product software suspected of being faulty. This includes isolating the software problem and implementing a work around solution or applying a Maintenance Release Software version if available to correct the Reported Problem.

During the RAD, ANDA will notify Ciena of its actions and make reasonable efforts to avoid impacting traffic in the applicable End User' s network. This includes coordinating maintenance windows with Ciena and/or the End User,

If a Reported Problem cannot be .solved by means of RAD and assistance by Ciena and the End User' s onsite staff, ANDA and Ciena will consider the possibility of on-site intervention by either Ciena field service staff or an ANDA Product Specialist or other party.

1.4' ACCeSS' On-Line Support Documentation and Software

' ACCeSS' On-Line Support Documentation & Software provides access via the internet (www.ANDAnetworks.com) to support documentation and software related to ANDA Products, such as Product documentation, Product Change Notifications (PCN' s), Product Information Bulletins (PIB' s) and Software Release Notes (including a running list of aggregate changes from all ...