Agreement For Purchase of Products - Oem Agreement

AMENDMENT NO. 01


TO THE


Agreement for Purchase of Products - OEM Agreement


Dated 21 January 1999 Between Accelerated Networks, Inc., and Siemens
Information and Communication Networks, Inc. ("Agreement")


WHEREAS, Siemens has entered into an agreement with WinStar Communications, Inc. further amended to incorporated Accelerated Products ("WinStar Agreement"); and


WHEREAS, Siemens requested Accelerated Networks modify the terms and conditions of the Agreement to incorporate certain changes and considerations ("Amendment"), and


WHEREAS, such changes shall be applicable only to the extent that Siemens is dealing with WinStar and its affiliates as its end user customer under the above referenced WinStar Agreement. In all other cases, unless specifically modified or changed in a separate amendment, the Agreement shall remain in full force and effect.


NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the parties hereto agree to amend the Agreement as follows:


1. Scope of this Amendment:


This amendment complements and modifies the Agreement and its attachments,
amendments, exhibits and schedules to incorporate certain changes with the
intent of supporting certain terms and conditions of the WinStar Agreement.


2. Definitions:


Wherever the word Siemens is set forth in the Agreement and in this
Amendment it shall mean Siemens Information and Communication Networks,
Inc. and Siemens Carrier Networks LLP.


3. Changes to the Agreement:


a. Article 5.2.4, the first sentence after the word Siemens in the fifth
line add the words: ", only after written notice," and at the end of
this sentence add the following: "or if the parties mutually agree to
other invoicing terms."


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b. Article 5.2.4, the last sentence shall read: "Siemens shall be
permitted to reschedule any purchase order up to two times without
additional charge."


c. Article 5.2.5, the last sentence of the first paragraph shall read:
"Accelerated may be reimbursed by Siemens for reasonable storage and
insurance costs to be mutually agreed by the parties associated with
any Product deliveries which are rescheduled within 45 days of the
original shipdate."


d. Article 5.3.2, at the end of the second sentence add the following:
"and when requested by Siemens, Company shall provide reasonable bar
coding for Product and packaging as may be required by Siemens'
end-user customer (WinStar)."


e. Article 11.3.3 after the words any and all, add the following:
"applicable industry standards,"


f. Article 13.0.1: in the second ...