Subordination Agreement

Subordination Agreement

by Westell
April 20th, 1999


                             SUBORDINATION AGREEMENT


               This Subordination Agreement ("Agreement"), dated as of April 15,
     1999, is entered into by and between Castle Creek Technology Partners LLC,
     Marshall Capital Management, Inc., and Capital Ventures International (all
     such entities collectively, the "Holders", and individually, a "Holder")
     and LaSalle National Bank, a national banking association, and its
     successors and assigns (the "Bank").

                                W I T N E S S E T H:

               WHEREAS, the Holders desire to enter into a Securities Purchase
     Agreement, (the "SPA") with Westell Technologies, Inc., a Delaware
     corporation ("WTI") and various other documents and instruments in
     conjunction therewith (collectively with the SPA, the "Subordinate
     Documents"), including certain 6% Subordinated Convertible Debentures
     issued by WTI (each, a "Debenture" and collectively, the "Debenture"), a
     Stock Purchase Warrant ("Warrant") and a Registration Rights Agreement (the
     "Registration Rights Agreement"). Each Holder represents and warrants that
     it has attached hereto, as Exhibit A, true and correct copies of all the
     Subordinate Documents.

               WHEREAS, WTI, Westell, Inc., Westell International, Inc.
     (collectively, the "Pledging Borrowers") and Conference Plus, Inc.
     (Conference Plus, together with the Pledging Borrowers, collectively, the
     "Borrowers") and the Bank are parties to that certain Loan and Security
     Agreement dated as of October 13, 1998 (as the same was amended by
     Amendments to Loan and Security Agreement dated as of February 24, 1999 and
     April 15, 1999, and as the same may be amended, modified or restated from
     time to time hereafter, the "Loan Agreement"), pursuant to which the Bank
     has made and may continue to make loans and advances to the Borrowers and
     issue letters of credit for the account of the Borrowers ("Letters of
     Credit"). Capitalized terms not otherwise defined herein shall have the
     meanings ascribed to them in the Loan Agreement.

               WHEREAS, the Loan Agreement provides that the Subordinate
     Documents may only be executed, delivered and/or issued if this
     Subordination Agreement is executed for the benefit of the Bank.

               NOW, THEREFORE, for good and valuable consideration, receipt and
     sufficiency of which are hereby acknowledged by the Holders, and in order
     to induce the Bank to continue to make loans and issue Letters of Credit
     under the Loan Agreement, and to better secure the Bank in respect of the
     foregoing, each Holder individually and severally agrees with the Bank as
     hereinafter set forth.

               1. Standby; Subordination. Except for "Permitted Payments" (as
     hereinafter defined) and for the exercise of rights as set forth in Section
     4 hereof, all "Subordinated Debt" (as defined below) is hereby subordinated
     to all the "Senior Debt" (as defined below), and each Holder agrees that
     the Holder will not ask, demand, sue for, take or receive from any of the
     Borrowers, by setoff or in any other manner, the whole or any part of any
     monies which may now or hereafter be owing by any of the Borrowers,
     including without limitation, monies owing by WTI under any of the
     Subordinate Documents, or any successor or assign of any of the Borrowers,
     including, without limitation, a receiver, trustee or debtor in possession
     (the term "Borrowers" hereinafter shall include any such successor or
     assign of any of the Borrowers), to any Holders or be owing by any other
     person, firm, partnership or corporation for the benefit of any of the
     Borrowers, including, without limitation, the taking of any negotiable
     instruments evidencing such amounts (all such indebtedness, obligations and
     liabilities being hereinafter referred to as the "Subordinated Debt"),
     unless and until all Obligations, whether now existing or hereafter
     arising, including, without limitation, the undrawn face amount of all
     Letters of Credit, shall have been fully paid and





     satisfied with interest (all such Obligations, indebtedness and liabilities
     of the Borrowers to the Bank are hereinafter referred to as the "Senior
     Debt"), and all obligations of the Bank existing pursuant to the Loan
     Agreement to advance funds have been terminated; provided, however, that
     notwithstanding anything in this Agreement to the contrary, Holders may at
     all times (A) receive, retain and take action to obtain (i) shares of
     Series A Common Stock upon conversion of the Debentures, as interest on the
     Debentures or otherwise in accordance with the terms of the Debentures,
     (ii) Cap Debentures (as defined in the Debentures) issued pursuant to the
     Debentures, and Debentures in exchange for the Cap Debentures, in
     accordance with the terms of the Cap Debentures and (iii) PIK Debentures
     (as defined in the Debentures) issued pursuant to the Debentures, and
     Holder shall not be deemed to have transferred to the Bank any rights or
     agreed to take any actions with respect to the foregoing; and (B) Holders
     may seek specific enforcement of WTI's nonmonetary obligations under the
     Subordinate Documents (subject however, to Section 4 with respect to
     Collateral).

               2. Permitted Payments. Any other terms and provisions of this
     Agreement regarding payment of the Subordinated Debt notwithstanding, the
     Holders shall be entitled to accept from WTI and retain for their own
     account the following payments (collectively, the "Permitted Payments"):

               (i) payments to be made pursuant to Section 7.5 of the Debentures
     (for a period not to exceed thirty (30) days and in an amount equal to one
     percent (1%) per day of the aggregate principal amount on the Debentures);

               (ii) payments of principal and accrued and unpaid interest on the
     Debentures on their "Scheduled Maturity Date" (as such term is defined in
     the Debenture);

               (iii) payments of principal and accrued and unpaid interest on
     the Cap Debentures on the maturity of the Cap Debentures in accordance with
     their terms;

               (iv) payments of interest under the Debentures (including
     interest payments pursuant to Section 10.2 of the Debenture); and

               (v) Conversion Default Payments (as defined in the Debenture),
     pursuant to Section 6.1 of the Debentures, any required payments pursuant
     to Section 6.2 of the Debentures, any required payments pursuant to Section
     8.3 of the Debentures, any required payments pursuant to Section 8.9 of the
     Debentures, any required payments pursuant to Section 2.3 of the
     Registration Rights Agreement, and any required payments pursuant to
     Sections 1(e) and 4(e) of the Warrant,

     in each case (a) if no Event of Default has occurred and is continuing
     under the Loan Agreement, (b) if the making of such Permitted Payment would
     not result in a breach of any of the covenants contained in Section 6.1(b)
     of the Loan Agreement as in effect on the date hereof and measured as if
     such payments had been made at the end of the immediately preceding
     calendar month, and (c) if prior to the delivery of a "Demand Redemption
     Notice" (as such term is defined in the Debentures) (collectively, the
     circumstances described in clauses (a), (b) and (c) are sometimes referred
     to as a "Payment Blockage Event"). No Payment Blockage Event shall have
     occurred under clauses (a) or (b) above until the receipt of notice by the
     Holders of the occurrence of a Payment Blockage Event described in clause
     (a) or (b). Further, notwithstanding the foregoing, so long as no Payment
     Blockage Event would be caused by any such resumed payment, then WTI may
     resume making to the Holders and Holders may resume accepting from WTI, the
     Permitted Payments as and when such payments are due and payable in the
     ordinary course under the Subordinate Documents, and further, as provided
     below, payments missed during the occurrence of a Payment Blockage Event,
     may be resumed upon the earlier to occur of the following:





               (i)  the date on which  no Payment Blockage Event  is occurring;
     and

               (ii) unless Bank has accelerated the maturity of the Obligations
     under the Loan Agreement, or there has a occurred a "Bankruptcy Event" (as
     such term is defined in the Debenture), the date that is sixty (60)
     calendar days after the occurrence of the most recent Payment Blockage
     Event.

     In the event that subsequent to a Payment Blockage Event or the resumption
     of payments to the Holders as provided above, Bank accelerates the maturity
     of the Obligations, then WTI shall not pay and the Holders shall not accept
     further payments of the Subordinated Debt until the Senior Debt is paid in
     full or such acceleration is rescinded by Bank. For purposes of
     clarification, it is expressly agreed by Bank that neither Permitted
     Payments nor any of the events giving rise thereto shall constitute, of
     themselves, Events of Default under the Loan Agreement.

               3.   Lien Priority.

               (a) The Holders hereby acknowledge and agree that Borrowers have
     granted to Bank an unconditional and continuing security interest in all of
     Borrowers' assets and property (collectively, the "Bank Liens") and that
     the Bank Liens are and will be senior to the lien of the Holders. Bank
     hereby acknowledges that Pledging Borrowers have granted to Holders a
     junior lien on and security interest in all of Pledging Borrowers' assets
     and property (the "Holder Liens").

               (b) Irrespective of the time or order of attachment or perfection
     of the Holder Liens and the Bank Liens, or the recording or filing of any
     deeds of trust, financing statements or other documents or instruments
     related thereto, with respect to the assets of Borrowers, the Holder Liens
     thereon in all respects and at all times are and will be subject,
     subordinate and junior to the Bank Liens thereon to the extent of the
     Senior Debt. Holders shall not contest the existence, validity, perfection
     or priority of the Bank Liens and shall hold any Collateral coming into
     their possession, as agents on behalf of Bank for purposes of perfecting
     the Bank Liens.

               4. Standstill. Except as expressly provided in this Section 4,
     until all of the Senior Debt is fully paid (unconditionally and
     indefeasibly) and all obligations of the Bank to advance funds to the
     Borrower under the Loan Agreement have been terminated, the Holder will not
     take any action to enforce any rights or remedies under any of the
     Subordinate Documents other than (to the extent appropriate) declaring an
     Event of Failure under the Debenture and accelerating the Subordinated Debt
     by delivering a Demand Redemption Notice. Without limiting the generality
     of the foregoing, this standstill agreement includes, without, limitation,
     any rights the Holders may have to exercise setoff, to initiate or
     otherwise prosecute any litigation, arbitration, or mediation of any sort,
     to commence foreclosure proceedings, to exercise self-help remedies or to
     participate in the commencement of any involuntary bankruptcy or other
     similar proceedings with respect to the Pledging Borrowers or any of their
     assets, but shall not prohibit Holders from filing proofs of claim with
     respect to the Subordinated Debt in any insolvency proceeding of Pledging
     Borrowers. Notwithstanding the foregoing, so long as Bank has not
     accelerated the maturity of the Obligations and initiated enforcement
     action against Borrowers within thirty (30) days following notice from the
     Holders to the holders of the Senior Debt of an Event of Failure under the
     Debenture with respect to which the Holder has delivered a Demand
     Redemption Notice, Holders may, upon the expiration of thirty (30) days
     following notice from the Holders to the holders of such Senior Debt of an
     Event of Failure under the Debenture with respect to which the Holder has
     delivered a Demand Redemption Notice, initiate and take enforcement under
     the Subordinate Documents consistent with the following provisions of this
     Section 4. In





     addition, if Bank has accelerated the maturity of the Obligations and
     initiated enforcement action against Borrowers within such thirty (30) day
     period, but after such thirty day period ceases to be pursuing enforcement
     actions in a manner which, in its reasonable determination, is intended to
     result in realization on the Collateral, then Holders may initiate and take
     enforcement under the Subordinate Documents consistent with the following
     provisions of this Section 4. If any Holder takes any remedial actions
     under the Subordinate Documents, as permitted by this Section 4, then such
     actions must nevertheless be consistent with and remain subject to the
     provisions of Section 3 hereof (Lien Priority) and Section 6 (Bank's
     Priority; Grant of Authority to the Bank) and Section 7 (Payments Received
     by the Holders). If Bank declares any Event of Default, which also
     constitutes an Event of Failure under the Subordinate Documents, and Bank
     subsequently waives such Event of Default, then, to the extent that such
     default does not constitute a "Greater Failure" (as such term is defined in
     the Debenture), the Holder shall rescind any Holder Demand Redemption
     Notice, but may receive the Default Alternative Payment under Section 7.5
     of the Debenture. If at any time, Bank accelerates the maturity of the
     Obligations, initiates, and is pursuing enforcement actions in a manner
     which, in its reasonable determination, is intended to result in
     realization on the Collateral, then the Holders shall, if any Holders have
     initiated enforcement action to realize on the Collateral as permitted by
     this Section 4, cease such action; provided, that such Holder may intervene
     in any legal proceedings instituted by Bank against Pledging Borrowers and
     shall cooperate with Bank in the enforcement of Bank's rights and remedies.
     Nothing contained in this Section 4 or otherwise in this Agreement shall
     prohibit a Holder from pursuing and obtaining for its benefit injunctive or
     equitable relief (except with respect to the Collateral) or a judgement on
     account of any Subordinated Debt, provided that no monetary judgement may
     be enforced except in accordance with this Section 4.

               5. Subordinated Debt Owed Only to the Holders. Each Holder
     individually and severally warrants and represents to the Bank that, as of
     the date hereof, the Holder has not previously assigned any interest in the
     Subordinated Debt issued to such Holder, including, without limitation, any
     Subordinated Debt evidenced by any of the Subordinate Documents, held by
     such Holder or any security interest in connection therewith, that no other
     party owns an interest in any Subordinated Debt issued to such Holder or
     security therefor (whether as joint holders of Subordinated Debt,
     participants or otherwise) and that the entire Subordinated Debt issued to
     such Holder is owing only to such holder. Each Holder individually and
     severally covenants that the entire Subordinated Debt issued to such Holder
     shall continue to be owing only to such the Holder and all security
     therefor, if any, shall continue to be held solely for the benefit of such
     Holder unless assigned expressly subject to the terms of this Agreement.

               6. Bank's Priority; Grant of Authority to the Bank. In the event
     of any distribution, division, or application, partial or complete,
     voluntary or involuntary, by operation of law or otherwise, of all or any
     part of the assets of any of the Borrowers or any of the proceeds thereof
     to the creditors of any of the Borrowers or readjustment of the Senior Debt
     and Subordinated Debt of any of the Borrowers, whether by reason of
     liquidation, bankruptcy, arrangement, receivership, assignment for the
     benefit of creditors or any other action or proceeding involving the
     readjustment of all or any part of the Subordinated Debt, or the
     application of any assets of any of the Borrowers to the payment or
     liquidation thereof, or upon the dissolution or other winding up of any
     Borrower's businesses, or upon the sale of all or substantially all of any
     Borrower's assets, then and in such event (i) the Bank shall be entitled to
     receive payment in full of any and all of the Senior Debt prior to the
     payment of all or any part of the Subordinated Debt and (ii) any payment or
     distribution of any kind or character, whether in cash, securities (other
     than stock of WTI and securities subordinated to the Bank consistent with
     the terms hereof) or other property, which shall be





     payable or deliverable upon or with respect to any or all of the
     Subordinated Debt shall be paid or delivered directly to the Bank for
     application on any of the Senior Debt, due or not due, until such Senior
     Debt shall have first been fully paid and satisfied, prior to the payment
     of the Subordinated Debt. In order to enable the Bank to enforce its rights
     hereunder in any of the aforesaid actions or proceedings, the Bank is
     hereby irrevocably authorized and empowered, in its discretion, to make and
     present for and on behalf of the undersigned such proofs of claims against
     any of the Borrowers on account of any of the Subordinated Debt as the Bank
     may deem expedient or proper and to vote such proofs of claims in any such
     proceeding and to receive and collect any and all dividends or other
     payments or disbursements made thereon in whatever form the same may be
     paid or issued, and to apply the same on account of any of the Senior Debt.
     The Holders irrevocably authorize and empower the Bank, upon any Holder's
     failure to take such action within thirty (30) days of written request by
     the Bank, to demand, sue for, collect and receive each of the aforesaid
     payments and distributions and give acquittance therefor and to file claims
     and take such other actions in the Bank's own name or in the name of any of
     the Holders or otherwise, as the Bank may deem necessary or advisable for
     the enforcement of this Agreement; and the Holders will execute and deliver
     to the Bank such powers of attorney, assignments and other instruments or
     documents, including notes and stock certificates (together with such
     assignments or endorsements as the Bank shall deem necessary), as may be
     requested by the Bank in order to enable the Bank, upon any Holder's
     failure to act after notice as provided above, to enforce any and all
     claims upon or with respect to any or all of the Subordinated Debt and
     thereafter to collect and receive any and all payments and distributions
     which may be payable or deliverable at any time upon or with respect to the
     Subordinated Debt, all for the Bank's own benefit. Following payment in
     full of the Senior Debt, the Bank will remit to the Holders all dividends
     or other payments or distributions paid to and held by the Bank in excess
     of the Senior Debt.

               7. Payments Received by the Holders. Should any payment or
     distribution or security or instrument or proceeds thereof be received by a
     Holder upon or with respect to any of the Subordinated Debt prior to the
     satisfaction of all of the Senior Debt and termination of all obligations
     of the Bank to make advances under the Loan Agreement, such Holder shall
     receive and hold the same in trust, as trustee, for the benefit of the Bank
     and shall forthwith deliver the same to the Bank in precisely the form
     received (except for the endorsement or assignment of the Holder where
     necessary), for application on any of the Senior Debt, due or not due, and,
     until so delivered, the same shall be held in trust by the Holder as the
     property of the Bank. In the event of the failure of any of the Holders to
     make any such endorsement or assignment to the Bank, the Bank, or any of
     its officers or employees, are hereby irrevocably authorized to make the
     same.

               8. Amendment of Subordinate Documents; Assignment of Claims. The
     Holders agree that until the Senior Debt has been paid in full and
     satisfied and all obligations of the Bank to make further advances to the
     Borrower under the Loan Agreement have been terminated, the Holders will
     not suffer or permit any amendment or modification of any of the
     Subordinate Documents without the prior written consent of the Bank, and
     the Holders will not directly or indirectly assign or transfer to others
     any claim any of the Holders have or may have against any of the Borrowers
     unless such assignment or transfer is made expressly subject to this
     Agreement.

               9. Continuing Nature of Subordination; Conflicts. This Agreement
     shall be effective and may not be terminated or otherwise revoked by any of
     the Holders until the entire Senior Debt shall have been fully discharged
     and all obligations of the Bank to make further advances to the Borrower
     have been terminated. This is a continuing agreement of subordination and
     the Bank may continue, at any time and without notice to any of the
     Holders, to extend credit or other financial accommodations and





     loan monies to or for the benefit of the Borrowers on the faith hereof and
     in accordance with the terms set forth herein. No obligation of any of the
     Holders hereunder shall be affected by the insolvency or dissolution of or
     the written revocation of this Agreement by any of the Holders or any other
     subordinator, pledgor, endorser, or guarantor, if any. Nothing herein
     affect the underlying obligations of the Borrowers to the Bank or to the
     Holders.

               10. Additional Agreements Between the Bank and the Borrowers. The
     Bank, at any time and from time to time, may enter into such agreement or
     agreements with any of the Borrowers as the Bank may deem proper, extending
     the time of payment of or renewing or otherwise altering the terms of all
     or any of the Senior Debt or affecting the security underlying any or all
     of the Senior Debt, and may exchange, sell, release, surrender or otherwise
     deal with any such security, without in any way thereby impairing or
     affecting this Agreement. The foregoing notwithstanding, Bank shall not
     make additional loans or increase the amount outstanding under the Loan
     Agreement unless (i) any such increases result from an increase in
     Borrowers' inventory or receivables borrowing base (provided that the
     advance rates with respect to such inventory or receivables are no more
     favorable to Borrowers than those contained in the Loan Agreement as of the
     date of this Agreement) and which, in any event, do not affect any Holder
     or the Holder's interests in the Debentures in any manner materially more
     adverse to the Holders than the Loan Agreement in existence on the date
     hereof or (ii) such additional loans satisfy the criteria set forth in
     Section 8.15 of the SPA.

               11. Legend on Subordinate Documents Evidence of Subordinated
     Debt. The Debentures and any other writing now existing or hereafter
     executed which serves to evidence any of the Subordinated Debt shall have
     stamped or typewritten across the face thereof the following legend: "The
     indebtedness of the Company evidenced hereby is subject to the rights of
     LaSalle National Bank, its successors and assigns, under a Subordination
     Agreement dated April __ 1999."

               12. Holders' Waivers. All of the Senior Debt shall be deemed to
     have been made or incurred in reliance upon this Agreement. The Holders
     expressly waive all notice of the acceptance by the Bank of the
     subordination and other provisions of this Agreement and all other notices
     not specifically required pursuant to the terms of this Agreement
     whatsoever, and the Holders expressly waive reliance by the Bank upon the
     subordination and other agreements as herein provided. The Holders agree
     that the Bank has not made any warranties or representations with respect
     to the due execution, legality, validity, completeness or enforceability of
     the Loan Agreement, or the collectibility of the Senior Debt, that the Bank
     shall be entitled to manage and supervise its respective loans to the
     Borrowers in accordance with applicable law and its respective usual
     practices, modified from time to time as it deems appropriate under the
     circumstances, without regard to the existence of any rights that the
     Holders may now or hereafter have in or to any of the assets of the
     Borrowers, and that the Bank shall not have any liability to any of the
     Holders for, and waive any claim which any of the Holders may now or
     hereafter have against the Bank arising out of (i) any and all actions
     which the Bank, in good faith, takes or omits to take (including, without
     limitation, actions with respect to the creation, perfection or
     continuation of liens or security interest in the Collateral and other
     security for the Senior Debt, actions with respect to the occurrence of an
     Event of Default, actions with respect to the foreclosure upon, sale,
     release, or depreciation of, or failure to realize upon, any of the
     Collateral and actions with respect to the collection of any claim for all
     or any part of the Senior Debt from any account debtor, guarantor or any
     other party with respect to the Loan Agreement or any other agreement
     related thereto or to the collection of the Senior Debt or the valuation,
     use, protection or release of the Collateral and/or other security for the
     Obligations), (ii) the Bank's election, in any proceeding instituted under
     Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101
     et seq.)





     (the "Bankruptcy Code"), of the application of Section 1111(b)(2) of the
     Bankruptcy Code, and/or (iii) any borrowing or grant of a security interest
     under Section 364 of the Bankruptcy Code to any of the Borrowers, as debtor
     in possession.

               13. Bank's Waivers. No waiver shall be deemed to be made by the
     Bank of any of its rights hereunder, unless the same shall be in writing
     signed on behalf of the Bank, and each waiver, if any, shall be a waiver
     only with respect to the specific instance involved and shall in no way
     impair the rights of the Bank or the obligations of the Holders to the Bank
     in any other respect at any other time.

               14. Information Concerning Financial Condition of Borrowers. The
     parties hereby assume responsibility for keeping themselves informed of the
     financial condition of the Borrowers, any and all endorsers and any and all
     guarantors of the Senior Debt and Subordinated Debt and of all other
     circumstances bearing upon the risk of nonpayment of the Senior Debt and/or
     Subordinated Debt that diligent inquiry would reveal, and hereby agree that
     they shall have no duty to advise each other of information known to them
     regarding such condition or any such circumstances. In the event either the
     Bank or any Holder, in its sole discretion, undertakes, at any time or from
     time to time, to provide any such information to the other parties hereto,
     it shall not be under any obligation (i) to provide any such information to
     the other parties on any subsequent occasion or (ii) to undertake any
     investigation not a part of its respective regular business routine and
     shall be under no obligation to disclose any information which, pursuant to
     accepted or reasonable commercial finance practices, it wishes to maintain
     confidential. The Holders hereby agree that all payments received by the
     Bank may be applied, reversed, and reapplied, in whole or in part, to any
     of the Senior Debt, as the Bank, in its sole discretion, deems appropriate
     and assents to any extension or postponement of the time of payment of the
     Senior Debt or to any other indulgence with respect thereto, to any
     substitution, exchange or release of collateral which may at any time
     secure the Senior Debt and to the addition or release of any other party or
     person primarily or secondarily liable therefor.

               15. Notice. The undersigned and the Bank shall promptly provide
     each other copies of any notices of default provided to the Borrowers under
     the Subordinate Documents or the Loan Agreement, in the manner specified in
     the Loan Agreement, addressed to the Bank and to the Holders at the address
     set forth below their respective signatures hereto.

               16. Governing Law. This Agreement has been delivered and accepted
     at and shall be deemed to have been made at Chicago, Illinois, and shall be
     interpreted, and the rights and obligations of the parties hereto
     determined, in accordance with the laws and decisions of the State of
     Illinois, shall be immediately binding upon the Holders and their
     successors and assigns, and shall inure to the benefit of the respective
     successors and assigns of the Bank.

               17. Consent to Service. The Holders expressly submit and consent
     to the jurisdiction of any state or federal court located within Cook
     County, Illinois in any action, suit or proceeding commenced therein in
     connection with or with respect to this Agreement and waive any objection
     to venue in connection therewith. The Holders hereby waive personal service
     of any and all process or papers issued or served in connection with the
     foregoing and agree that service of such process or papers may be made by
     registered or certified mail, postage prepaid, return receipt requested,
     directed to the Holders as set forth below.

               18. Waiver of Jury Trial. THE BANK AND THE HOLDERS HEREBY
     KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO
     A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
     OF, UNDER, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT, OR ANY OTHER
     LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,





     STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE BANK OR THE
     HOLDERS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK TO ENTER INTO
     THIS AGREEMENT AND TO CONSENT TO THE EXECUTION OF THE SUBORDINATE DOCUMENTS
     AND THE INCURRENCE OF THE SUBORDINATED DEBT.

               19. Section Titles. The section titles contained in this
     Agreement are and shall be without substantive meaning or content of any
     kind whatsoever and are not a part of the agreement among the parties
     hereto.

               20. Authority. Each Holder hereby individually and severally
     warrants and represents that it has full power and authority to grant the
     subordination evidenced hereby.

               21. Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed to be an original, but all of
     which together shall constitute one and the same instrument.


                      [SIGNATURE PAGE(S) AND EXHIBITS, IF ANY,
                                  FOLLOW THIS PAGE]



                    IN WITNESS WHEREOF, this instrument has been executed as of
     this ___ day of April, 1999.

                              CASTLE CREEK TECHNOLOGY PARTNERS LLC

                              By:  Castle Creek Partners LLC
                             Its: Investment Manager

                                   By:
                                       ---------------------------------
                                   Name:     John D. Ziegelman
                                   Title:    Managing Member
                                   Address:  77 West Wacker, Suite 4040
                                             Chicago, Illinois 60601
                                   Telephone: 312-499-6900
                                   Telecopy:  312-499-6999


                              MARSHALL CAPITAL MANAGEMENT, INC.

                              By:
                                   -------------------------------------
                                      Name:
                                     Title:
                                   Address: c/o Credit Suisse First Boston
                                            11 Madison Avenue, Third Floor
                                            New York, NY 10010
                                   Telephone:
                                    Telecopy:


                              CAPITAL VENTURES INTERNATIONAL

                              By:
                                   -------------------------------------
                              Name:
                              Title:
                              Address: c/o Heights Capital Management
                                       425 California Street, Suite 1100
                                       San Francisco, California 94104
                              Telephone:
                              Telecopy:






     Acknowledged and Accepted
     as of this ___ day of
     April,  1999

     LASALLE NATIONAL BANK


     By:
        -------------------------------


                          ACKNOWLEDGMENT AND AGREEMENT

               The undersigned companies hereby jointly and severally accept and
     acknowledge receipt of a copy of the foregoing Subordination Agreement as
     of this ___ day of April, 1999, and jointly and severally agree that they
     will not pay any of the "Subordinated Debt" (as defined in the foregoing
     Agreement) or grant any security therefor, except as the foregoing
     Agreement expressly provides. In the event of any breach by any of the
     undersigned of any of the provisions herein or of the foregoing Agreement,
     all of the "Senior Debt" (as defined in the foregoing Agreement) shall,
     without presentment, demand, protest or notice of any kind, become
     immediately due and payable, unless the Bank shall otherwise elect in
     writing. The undersigned further jointly and severally agree that the terms
     of this Agreement shall not give any of the undersigned any substantive
     rights vis-s-vis the Bank or the subordinating creditor(s) named above,
     other than pursuant to the Loan Agreement and the Subordinate Documents.


     WESTELL, INC.                     WESTELL TECHNOLOGIES, INC.


     By:                               By:
     Title:                            Title:



     WESTELL INTERNATIONAL, INC.       CONFERENCE PLUS, INC.


     By:                               By:
     Title:                            Title: