Agreement No. WR71980064 Sheet 1 of 32 MCK Communications, Inc. 313 Washington Street Newton, MA 02158 This Agreement is made by and between Lucent Technologies Inc. ("Company") having an office at 211 Mt. Airy Road, Basking Ridge, NJ 07920 and MCK...

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS AND
ENCLOSED BY BRACKETS. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT 10.15

Agreement No. WR71980064
Sheet 1 of 32

MCK Communications, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000

This Agreement is made by and between Lucent Technologies Inc. ("Company")
having an office at 000 Xx. Xxxx Xxxx, Xxxxxxx Xxxxx, XX 00000 and MCK
Communications, Inc. ("Supplier") having an office at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxx, XX 00000. Company agrees to purchase and Supplier agrees to sell in
accordance with the terms and conditions stated in this Agreement and any
attachments to this Agreement.

WHEREAS, Company wishes to purchase products of Supplier's (design and)
manufacture for resale to Company's customers, and

WHEREAS, Supplier desires to sell such materials to Company for resale to
Company's customers,

THEREFORE, the parties agree as follows

1. AGREEMENT EFFECTIVE PERIOD
The term of this Agreement shall commence on April 30, 1999 and shall, except as
otherwise provided in this Agreement, continue in effect thereafter until April
30, 2002.

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2. MATERIAL

"MATERIAL" as used in this Agreement shall mean Supplier's DCP-based
Extender product line as listed in APPENDIX A, attached and made a part of
this Agreement. Such MATERIAL is hereby offered for sale by Supplier and
may be purchased by Company in accordance with the terms, conditions and
specifications stated in this Agreement. This Agreement is a non-commitment
agreement and MATERIAL shall be furnished by Supplier on an as-ordered
basis. "Specification(s)" as used in this Agreement shall mean all of the
specifications made part of this Agreement.

3. OPTION TO EXTEND

Company shall have the right to extend the period specified in the
section "AGREEMENT EFFECTIVE" for up to twelve (12) months by giving
Supplier at least thirty (30) business days prior written notice.

Within ten (10) business days of the date of Company's notice to
extend the period, Supplier shall notify Company in writing whether
Supplier proposes to revise the price(s) under this Agreement. If the
parties fail to agree on the revised price(s) within twenty (20) business
days after the date of Supplier's notice, Company's notice of extension
shall be considered withdrawn and prices for outstanding orders or orders
placed during the term of this Agreement shall not be revised.

4. PRICE

Prices and discounts shall be as shown in APPENDIX A. Prices as listed
in APPENDIX A shall remain in effect during the term of this Agreement.

5. [***]

6. [***]

[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been filed separately with the
Securities and Exchange Commission.
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[***]

7. TERMS OF PAYMENT
Net thirty (30) business days from the date of delivery of the
MATERIAL to Company or receipt of the applicable invoice therefor by
Company whichever occurs later.

8. FORECASTS
Company shall provide Supplier with a [***] month non-binding
forecast submitted to Supplier by the [***] business day of each calendar
month. Such forecast shall be used by Supplier for planning purposes only
and shall not be deemed a commitment by Company to purchase the MATERIAL
shown in the forecast.

9. FOB
The MATERIAL shall be shipped FOB Supplier's location (or such other
Supplier's location as may be designated by Supplier). Supplier shall
notify Company's transportation representative on (000) 000-0000 or (303)
538-2907 when MATERIAL is ready for shipment. Company shall select the
carrier and arrange at Company's expense for the transportation of the
MATERIAL.

10. FREIGHT CLASSIFICATION
MATERIAL purchased under this Agreement shall be shipped to Company
subject to freight charges appropriate for goods classified as DCP-based
Extenders and D/A Converters. Supplier shall indicate on the xxxx of lading
that Company's contract rates apply.

11. NON-EXCLUSIVE MARKET RIGHTS
This Agreement neither grants to Supplier an exclusive right or
privilege to sell to Company any or all products of the type described in
the MATERIAL section which Company may require, nor requires the purchase
of any MATERIAL or other products from Supplier by Company. Therefore,
Company may contract with other manufacturers and suppliers for the
procurement of comparable products. In addition, Company shall, at its sole
discretion, decide the extent to which Company will market advertise,
promote, support or otherwise assist in further offerings of the MATERIAL.

Purchases by Company under this Agreement shall neither restrict the
right of Company to cease purchasing nor require Company to continue any
level of such purchases.

[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been filed separately with the
Securities and Exchange Commission.
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12. SPECIFICATIONS OR DRAWINGS
Supplier's standard commercial Technical Specifications are included
by reference and further described in APPENDIX B attached hereto and made a
part of this Agreement.

In accordance with the notification requirements outlined in Section
"PRODUCT CHANGE NOTICES", Supplier shall provide Company with at least
[***] business days prior written notice of any change proposed to be made
by Supplier in the MATERIAL furnished pursuant to said Technical
Specification under this Agreement.

If Company, in its sole discretion, does not agree to the change
proposed by Supplier, then in addition to all other rights and remedies at
law or equity or otherwise, and without any cost to or liability or
obligation of Company, Company shall have the right to terminate this
Agreement and to terminate any or all purchase orders for MATERIAL affected
by such change.

Supplier shall continue to supply MATERIAL to Company pursuant to the
Technical Specification for the term of the Agreement. If Supplier is
unable to continue to thus supply or discontinues manufacture of MATERIAL,
Company shall be entitled to [***] advance notice.

13. ASSIGNMENT
Supplier shall not assign any right or interest under this Agreement
(excepting solely for moneys due or to become due) without the prior
written consent of Company. Supplier shall be responsible to Company for
all Work performed by Supplier's subcontractor(s) at any tier.

14. BANKRUPTCY AND TERMINATION FOR FINANCIAL INSECURITY
Either party may terminate this Agreement by notice in writing:

(i) if the other party makes an assignment for the benefit of
creditors (other than solely an assignment of monies due); or:

(ii) if the other party evidences an inability to pay debts as they
become due, unless adequate assurance of such ability to pay is
provided within thirty (30) days of such notice.

If a proceeding is commenced under any provision of the United States
Bankruptcy Code, voluntary or involuntary, by or against either party, and
this Agreement has not been terminated, the non-debtor party may file a
request with the bankruptcy court to have the court set a date within sixty
(60) days after the commencement of the case, by which the debtor party
will assume or reject this Agreement, and the debtor party shall cooperate
and

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been filed separately with the
Securities and Exchange Commission.
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take whatever steps necessary to assume or reject the Agreement by such
date.

15. CFC PACKAGING
Supplier warrants that all packaging materials furnished under this
Agreement and all packaging associated with MATERIAL furnished under this
Agreement were not manufactured using and do not contain
chlorofluorocarbons. "Packaging" means all bags, wrapping, boxes, cartons
and any other packing materials used for packaging. Supplier shall
indemnify and hold Company harmless for any liability, fine or penalty
incurred by Company to any third party or governmental agency arising out
of Company's good faith reliance upon said warranty.

16. CHOICE OF LAW
This Agreement and all transactions under it shall be governed by the
laws of the State of New Jersey excluding its choice of laws rules and
excluding the Convention for the International Sale of Goods. Supplier
agrees to submit to the jurisdiction of any court wherein an action is
commenced against Company based on a claim for which Supplier has agreed to
indemnify Company under this Agreement.

17. COMPLIANCE WITH LAWS
Supplier and all persons furnished by Supplier shall comply at their
own expense with all applicable laws, ordinances, regulations and codes,
including the identification and procurement of required permits,
certificates, licenses, insurance, approvals and inspections in performance
under this Agreement.

18. CONTINUING AVAILABILITY
Supplier shall offer for sale to Company, during the term of this
Agreement and for at least [***] after the expiration of this Agreement,
MATERIAL conforming to the Technical Specifications and other
Specifications set forth in this Agreement. Supplier further shall offer
for sale to Company, during the term of this Agreement and until [***]
after the expiration of this Agreement, maintenance, replacement, and
repair parts ("Parts") which are functionally equivalent and identical in
form and fit for the MATERIAL covered by this Agreement. The price for the
MATERIAL and Parts shall be the price set forth in Supplier's then current
agreement with Company for said MATERIAL or Parts or, if no such agreement
exists, at a price agreed upon by Company and Supplier. If the parties fail
to agree on a price, the price shall be a reasonably competitive price for
said MATERIAL or Parts at the time for delivery. The MATERIAL and Parts
shall be warranted as set forth in the "WARRANTY" section of this
Agreement. The term "Parts" is included in the term "MATERIAL."

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been filed separately with the
Securities and Exchange Commission.
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In the event Supplier fails to supply such MATERIAL or Parts and
Supplier is unable to obtain another source of supply for Company, then
such failure or inability shall be considered noncompliance with this
section and Supplier shall, without obligation of or charge to Company,
provide Company with the technical information or any other rights required
so that Company can provide technical support and maintenance to its
customers.

The technical information includes, by example; and not by way of
limitation: (a) manufacturing drawings and specifications of raw materials
and components comprising such MATERIAL or Parts, (b) manufacturing
drawings and specifications covering special tooling and the operation
thereof (c) a detailed list of all commercially available MATERIAL or Parts
and components purchased by Supplier on the open market disclosing the
MATERIAL or Part number, name and location of the Supplier and price lists
for the purchase thereof, and (d) one complete copy of the executable code
used in the preparation of any software licensed or otherwise acquired by
Company from Supplier under this Agreement.

19. DEFAULT
If either party shall be in breach or default of any of the terms,
conditions or covenants of this Agreement or of any purchase order, and if
such breach or default shall continue for a period of ten (10) business
days after the giving of written notice to other party thereof, then, in
addition to all other rights and remedies which the non-defaulting party
may have at law or equity or otherwise, the non-defaulting party shall have
the right to cancel this Agreement and/or any purchase orders placed
without any charge to or obligation or liability of non-defaulting party.

20. ELECTRONIC DATA INTERCHANGE
Supplier agrees, if requested by Company, to implement Electronic Data
Interchange (EDI) ordering and payment arrangements as an electronic means
of trading business document with Company. The electronic business
documents include purchase orders, acknowledgments, purchase order changes,
ship notices, invoices, remittance advice, electronic funds transfer (EFT)
or such purchasing communications as may be requested by Company for
transaction under this Agreement. Supplier shall at its sole expense,
obtain, make fully operational and maintain all equipment, software and
other materials set forth in Company's EDI Planning Guide. Supplier shall
also execute an Electronic Purchasing Agreement with Company at the time of
execution of this Agreement.

21. EPIDEMIC CONDITION
If during the term of this Agreement and for one (1) year after the
last shipment date of MATERIAL under this Agreement Company notifies
Supplier that MATERIAL shows evidence of an "Epidemic Condition,"

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Supplier shall prepare and propose a Corrective Action Plan ("CAP") with
respect to such MATERIAL within five (5) working days of such notification,
addressing implementation and procedure milestones for remedying such
Epidemic Condition(s). An extension of this time-frame is permissible upon
mutual written agreement of the parties.

Upon notification of the Epidemic Condition to Supplier, Company shall
have the right to postpone all or part of the shipments of unshipped
MATERIAL, by giving written notice of such postponement to Supplier,
pending correction of the Epidemic Condition. Such postponement shall
temporarily relieve Supplier of its shipment liability and Company of its
shipment acceptance liability. Should Supplier not agree to the existence
of an Epidemic Condition or should Company not agree to the CAP, then
Company shall have the right to suspend all or part of its unshipped orders
without liability to Company until such time as a mutually acceptable
solution is reached.

An Epidemic Condition will be considered to exist when one or more of
the following conditions occur:

(1) Failure reports or statistical samplings show that MATERIAL
shipped contain a potential safety hazard (such as personal injury or
death, fire, explosion, toxic emissions, etc.), or exhibit a highly
objectionable symptom (such as emissions of smoke, loud noises, deformation
of housing) or other disconcerting symptoms of this type.

(2) Reliability plots of relevant data indicate that the MATERIAL has
actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF
stipulated in the Technical Specification. The MTBF parameter of MATERIAL
is defined as the total operating or power-on time of any population under
observation ("T"), in hours, divided by the total number of critical
failures ("n") that have occurred during the observed period. A critical
failure is defined as a failure to operate per the requirements of the
Technical Specification. The total operating time of a population is the
summation of operating time of individual units in that population. MTBF is
expressed as MTBF = T/n. An Epidemic Condition shall exist when data
derived from populations being tracked confirms the condition with 80%
confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic
DOA failure rate which is defined as 1.2 x DOA specified in the section of
this Agreement entitled PRODUCT CONFORMANCE REVIEW.

Only major functional and visual/mechanical/appearance defects are
considered for determining Epidemic Condition. MATERIAL could be either
sampled or, a Company's option, 100% audited at Company warehouses,

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factories or Company's customers' locations. If MATERIAL is sampled, the
data must have 80% or better statistical confidence.

For the purpose of this Agreement, functional DOA shall be defined as
any MATERIAL that during the test, installation or upon its first use fails
to operate as expected or specified. Visual/mechanical/appearance DOA is
defined as any MATERIAL containing one or more major defects that would
make the MATERIAL unfit for use or installation.

An Epidemic Condition shall not include failures due to customer
misapplication, utilization of parts not approved by Supplier, or chain
failures induced by internally or externally integrated subassemblies.

In the event that Supplier develops a remedy for the defect(s) that
caused the Epidemic Condition and Company agrees in writing that the remedy
is acceptable Supplier shall:

(a) Incorporate the remedy in the affected MATERIAL in accordance with
Company's instructions.

(b) Ship all subsequent MATERIAL incorporating the required modification
correcting the defect(s) at no additional charge to Company; and

(c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In
the event that Company incurs costs due to such repair and/or replacement,
including but not limited to labor and shipping costs, Supplier shall
reimburse Company for such costs. Supplier shall bear risk of in transit
loss and damage for such repaired and/or replaced MATERIAL.

Supplier and Company shall mutually agree in writing as to the
remedy's implementation schedule. Supplier shall use its best efforts to
implement the remedy in accordance with the agreed-upon schedule.

If Supplier is unable to develop a mutually agreeable remedy, or does
not adequately take into account the business interests of Company, as
reasonably agreed by the parties, Company may (1) [***] (3) terminate
this Agreement without further liability.

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been filed separately with the
Securities and Exchange Commission.

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22. EXPORT CONTROL
Supplier will not use, distribute, transfer or transmit any products,
software or technical information (even if incorporated into other
products) provided under this Agreement except in compliance with U.S.
export laws and regulations (the "Export Laws"). Supplier will not,
directly or indirectly, export or re-export the following items to any
country which is in the then current list of prohibited countries specified
in the applicable Export Laws: (a) software or technical data disclosed or
provided to Supplier by Company or Company's subsidiaries or affiliates; or
(b) the direct product of such software or technical data. Supplier agrees
to promptly inform Company in writing of any written authorization issued
by the U.S. Department of Commerce office of export licensing to export or
re-export any such items referenced in (a) or (b). The obligations stated
above in this clause will survive the expiration, cancellation or
termination of this Agreement or any other related agreement.

23. FORCE MAJEURE
Neither party shall be held responsible for any delay or failure in
performance of any part of this Agreement to the extent such delay or
failure is caused by fire, flood, strike, civil, governmental, or military
authority, act of God, or other similar causes beyond its control and
without the fault or negligence of the delayed or non performing party or
its subcontractors. Supplier's liability for loss or damage to Company's
MATERIAL in Supplier's possession or control shall not be modified by this
section. When a party's delay or nonperformance continues for a period of
at least fifteen (15) days, the other party may terminate, at no charge,
this Agreement or an order under the Agreement.

24. GOVERNMENT CONTRACT PROVISIONS
The following provisions regarding equal opportunity, and all
applicable laws, rules, regulations and executive orders specifically
related thereto, including applicable provisions and sections from the
Federal Acquisition Regulation and all supplements thereto are incorporated
in this Agreement as they apply to work performed under specific U.S.
Government contracts: 41 CFR 60-1.4, Equal Opportunity; 41 CFR 60-1.7,
Reports and Other Required Information; 41 CFR 60-1.8, Segregated
Facilities; 41 CFR 60-250.4, Affirmative Action For Disabled Veterans and
Veterans of the Vietnam Era (if in excess of $10,000); and 41 CFR 60-741.4,
Affirmative Action for Disabled Workers (if in excess of $2,500), wherein
the terms "contractor" and "subcontractor" shall mean "Supplier". In
addition, orders placed under this Agreement containing a notation that the
material or services are intended for use under Government contracts shall
be subject to such other Government provisions printed, typed or written
thereon, or on the reverse side thereof, or in attachments thereto.

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25. HEAVY METALS IN PACKAGING
Supplier warrants to Company that no lead, cadmium, mercury or
hexavalent chromium have been intentionally added to any packaging or
packaging component (as defined under applicable laws) to be provided to
Company under this Agreement and that packaging materials were not
manufactured using and do not contain chlorofluorocarbons. Supplier further
warrants to Company that the sum of the concentration levels of lead,
cadmium, mercury and hexavalent chromium in the package or packaging
component provided to Company under this Agreement does not exceed 100
parts per million. Upon request, Supplier shall provide to Company
Certificates of Compliance certifying that the packaging and/or packaging
components provided under this Agreement are in compliance with the
requirements set forth above in this section.

26. IDENTIFICATION
Supplier shall not, without Company's prior written consent, engage in
publicity related to this Agreement, or make public use of any
Identification in any circumstances related to this Agreement.
"Identification" means any semblance of any trade name, trademark, service
xxxx, insignia, symbol, logo, or any other designation, or drawing of
Company or its affiliates. Supplier shall remove or obliterate any
Identification prior to any use or disposition of any MATERIAL rejected or
not purchased by Company.

27. IMPLEADER
Supplier shall not implead or bring an action against Company based on
any claim by any person for personal injury or death to an employee of
Company for which Company has previously paid or is obligated to pay
worker's compensation benefits to such employee or claimant and for which
such employee or claimant could not otherwise bring legal action against
Company.

28. INDEMNITY
At Company's request, Supplier agrees to indemnify, defend and hold
harmless Company, its affiliates, customers, employees, successors and
assigns (all referred to as "Company") from and against any losses,
damages, claims, fines, penalties and expenses (including reasonable
attorney's fees) that arise out of or result from: (i) injuries or death to
persons or damage to property, including theft, in any way arising out of
or caused or alleged to have been caused by the Work or services performed
by, or material provided by Supplier or persons furnished by Supplier; (ii)
assertions under Workers' Compensation or similar acts made by persons
furnished by Supplier; or (iii) any failure of Supplier to perform its
obligations under this Agreement.

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29. INFRINGEMENT
Supplier shall indemnify and save harmless Company, its affiliates and
their customers, officers, directors, employees (all referred to in this
section as "Company") from and against any losses, damages, liabilities,
fines, penalties, and expenses (including reasonable attorneys' fees) that
arise out of or result from any and all claims (i) of infringement of any
patent, copyright, trademark or trade secret right, or other intellectual
property right, private right, or any other proprietary or personal
interest, and (ii) related by circumstances to the existence of this
Agreement or performance under or in contemplation of it (an Infringement
Claim). If the Infringement Claim arises solely from Supplier's adherence
to Company's written instructions regarding services or tangible or
intangible goods provided by Supplier (Items) and if the Items are not (i)
commercial items available on the open market or the same as such items, or
(ii) items of Supplier's designated origin, design or selection, Company
shall indemnify Supplier. Company or Supplier (at Company's request) shall
defend or settle, at its own expense any demand, action or suit on any
Infringement Claim for which it is indemnitor under the preceding
provisions and each shall timely notify the other of any assertion against
it or any Infringement Claim and shall cooperate in good faith with the
other to facilitate the defense of any such Claim.

30. INSIGNIA
Upon Company's written request, "Insignia", including certain
trademarks, trade names, insignia, symbols, decorative designs or packaging
designs of Company, or evidences of Company's inspection will be properly
affixed by Supplier to the MATERIAL furnished or its packaging. Such
Insignia will not be affixed, used or otherwise displayed on the MATERIAL
furnished or in connection therewith without written approval by Company.
The manner in which such Insignia will be affixed must be approved in
writing by Company in accordance with standards established by Company.
Company shall retain all right, title and interest in any and all packaging
designs, finished artwork and separations furnished to Supplier. This
section does not reduce or modify Supplier's obligations under the
"IDENTIFICATION" and "USE OF INFORMATION" section.

31. INSURANCE
Supplier shall maintain and cause Supplier's subcontractors to
maintain during the term of this Agreement: (i) Workers' Compensation
insurance as prescribed by the law of the state or nation in which the Work
is performed; (ii) employer's liability insurance with limits of at least
$500,000 for each occurrence; (iii) automobile liability insurance if the
use of motor vehicles is required, with limits of at least $1,000,000
combined single limit for bodily injury and property damage for each
occurrence; (iv) Commercial General Liability ("CGL") insurance, ISO 1988
or later occurrence form of insurance including Blanket Contractual
Liability and Broad Form Property

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Damage, with limits of at least $1,000,000 combined single limit for bodily
injury and property damage for each occurrence; and (v) if the furnishing
to Company (by sale or otherwise) of products or material is involved, CGL
insurance endorsed to include products liability and completed operations
coverage in the amount of $2,000,000 per occurrence. All CGL and automobile
liability insurance shall designate Company, its affiliates, and its
directors, officers and employees (all referred to as "Company") as
additional insured. All such insurance must be primary and non-contributory
and required to respond and pay prior to any other insurance or
self-insurance available. Any other coverage available to Company shall
apply on an excess basis. Supplier agrees that Supplier, Supplier's
insurer(s) and anyone claiming by, through, under or in Supplier's behalf
shall have no claim, right of action or right of subrogation against
Company and its customers based on any loss or liability insured against
under the foregoing insurance. Supplier and Supplier's subcontractors shall
furnish prior to the start of Work, certificates or adequate proof of the
foregoing insurance, including if specifically requested by Company,
endorsements and insurance policies. Company shall be notified in writing
at least thirty (30) days prior to cancellation of or any change in the
policy. Insurance companies providing coverage under this Agreement must be
rated by A-M Best with at least an A- rating.

32. INVOICING FOR GOODS
Supplier shall: (i) render original invoice, or as otherwise specified
in this Agreement, showing Agreement and order number, through routing and
weight, (ii) render separate invoices for each shipment within twenty-four
(24) hours after shipment, and (iii) mail invoices with copies of bills of
lading and shipping notices to the address shown on this Agreement or
order. If prepayment of transportation charges is authorized, Supplier
shall include the transportation charges from the F.O.B. point to the
destination as a separate item on the invoice stating the name of the
carrier used.

33. INVOICING FOR STOCKS
If Company requests for reasons other than covered by Section "FORCE
MAJEURE", that shipment be postponed beyond the date shown on a purchase
order, Supplier may invoice Company as of the original scheduled delivery
date for MATERIAL manufactured under this Agreement, if it has been
inspected and approved by Company's designated quality organization
(provided inspection has been specified in this Agreement or in an order
issued under this Agreement).

34. JURISDICTION
Subject to the section "MEDIATION", Supplier agrees that any action or
legal proceeding arising out of this Agreement shall be brought only in a
court of competent jurisdiction in the United States of America and
Supplier

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expressly submits to, and accepts the jurisdiction of, any such court in
connection with such action or proceeding and Supplier further consents to
the enforcement of any judgment against it arising therefrom in any
jurisdiction in which it has or shall have any assets.

35. LICENSES
No Licenses, express or implied, under any patents are granted by
Company to Supplier under this Agreement or order.

36. MARKING
All MATERIAL furnished under this Agreement shall be marked for
identification purposes in accordance with the specifications set forth in
this Agreement and as follows:

(a) with Supplier model/serial number; and

(b) with month and year of manufacture.

In addition, Supplier shall add any other identification which might
be requested by Company such as but not limited to indicia conforming to
the Company's Serialization Plan (KS-23490) and is included by reference, a
copy being in the possession of the Supplier. Charges, if any, for such
additional identification marking shall be as agreed upon by Supplier and
Company. This section does not reduce or modify Supplier's obligations
under the "IDENTIFICATION" section.

37. MEDIATION
If a dispute relates to this Agreement, or its breach, and the parties
have not been successful in resolving such dispute through negotiation, the
parties shall attempt to resolve the dispute through mediation by
submitting the dispute to a sole mediator selected by the parties or, at
any time at the option of a party, to mediation by the American Arbitration
Association ("AAA"). Each party shall bear its own expenses and an equal
share of the expenses of the mediator and the fees of the AAA. All defenses
based on passage of time shall be suspended pending the termination of the
mediation. Nothing in this section shall be construed to preclude any party
from seeking injunctive relief in order to protect its rights pending
mediation.

38. MONTHLY ORDER AND SHIPMENT REPORTS
Supplier shall render monthly order and shipment reports on or before
the fifth (5th) working day of the succeeding month containing the
information agreed to by Company and Supplier.

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39. NEW AND CHANGED METHODS, PROCESSES AND EQUIPMENT
Supplier shall use reasonable efforts to keep abreast of major
developments in Supplier's industry and to promptly advise Company of any
developments that might affect the production of any MATERIAL under this
Agreement.

40. NON WAIVER
The failure of either party at any time to enforce any right or remedy
available to it under this Agreement or otherwise with respect to any
breach or failure by the other party shall not be construed to be a waiver
of such right or remedy with respect to any other breach or failure by the
other party.

41. NOTICES
Any notice given or demand which under the terms of this Agreement or
under any statute must or may be given or made by Supplier or Company shall
be in writing and shall be given or made by confirmed facsimile, or similar
communication or by certified or registered mail addressed to the
respective parties as follows

To Company: Lucent Technologies Inc.
Global Procurement Organization
000 Xx. Xxxx Xxxx
Xxxx 0X000
Xxxxxxx Xxxxx, XX 00000

Attn.: Sourcing Manager

-OR-

To Supplier: MCK Communications, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000

Attn.: Chief Executive Officer

Such notice or demand shall be deemed to have been given or made when
sent by facsimile, or other communication or when deposited, postage
prepaid in the U.S. mail. The above addresses may be changed at any time by
giving prior written notice as above provided.

The above addresses may be changed at any time by giving prior written
notice as above provided.

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42. OPERATING SYSTEM SOFTWARE
The term MATERIAL includes any software (operating program in machine
readable form and related documentation) and storage media therefor
normally furnished with or embedded in the MATERIAL. Title to the software,
including copyright, shall remain in Supplier. The party having title to
the MATERIAL shall have title to the software storage media. For the life
of the MATERIAL listed in this Agreement, Supplier grants to Company and
any subsequent purchaser, lessee or other end user (referred to
collectively in this section as "end user") a non-exclusive license to use
said software on the MATERIAL on which it was delivered. Company and any
subsequent end user may copy the software for use on such MATERIAL with
which it was originally delivered and for archival purposes, but shall not
knowingly reproduce either the original software for distribution to
others. Company and any subsequent end user may add to, delete from or
modify the software in any manner, but no changes, however extensive, shall
alter Supplier's title to such original software. Title to any such
modification or addition to the software shall remain in the entity which
creates the modification or addition.

43. OZONE DEPLETING CHEMICALS
Supplier hereby warrants that it is aware of international agreements
and pending legislation in several nations, including the United States,
which would limit, ban and/or tax importation of any product containing, or
produced using ozone depleting chemicals ("ODCs"), including
chlorofluorocarbons, halons and certain chlorinated solvents. Supplier
hereby warrants that the MATERIAL furnished to Company will conform to all
applicable requirements established pursuant to such agreements,
legislation and regulations, and the MATERIAL furnished to Company will be
able to be imported and used lawfully (and without additional taxes
associated with ODCs not reported to Company by Supplier as set forth in
this section) under all such agreements, legislation and requirements.
Supplier also warrants that it is currently reducing, or if Supplier is not
the manufacturer of the MATERIAL, is currently causing the manufacturing
vendor to reduce and will, in an expeditious manner, eliminate, or, as
applicable, have its manufacturing vendor eliminate the use of ODCs in the
manufacture of the MATERIAL.

If the MATERIAL furnished by Supplier under this Agreement is
manufactured outside the United States, Supplier shall, upon execution of
this Agreement, and at any time that new products are added to this
Agreement or changes are made to the MATERIAL furnished under this
Agreement, complete, sign and return to Company the attached ODC Content
Certification. The ODC Content Certification must be signed by Supplier's
facility manager, corporate officer or his delegate.

The term "ODC content" on the ODC Content Certification means the
total pounds of ODC used directly in the manufacture of each unit of

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Agreement No. WR71980064
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MATERIAL. This includes all ODCs used in the manufacturing and assembly
operations for the MATERIAL plus all ODCs used by Supplier's vendors and
any other vendors in producing components or other products incorporated
into the MATERIAL sold to Company.

Supplier is responsible to obtain information on the ODC content of
all components and other products acquired to manufacture the MATERIAL and
to incorporate such information into the total ODC content reported to
Company. Provided however, that Supplier should not include in the ODC
content those components or other products which are manufactured in the
United States. Supplier hereby warrants to Company that all information
furnished by Supplier on the ODC Content Certification is complete and
accurate and that Company may rely on such information for any purpose,
including but not limited to providing reports to government agencies or
otherwise complying with applicable laws. Supplier shall defend, indemnify
and hold Company harmless of and from any claims, demands, suits,
judgments, liabilities, fines, penalties, costs and expenses (including
additional ODC taxes as provided for in paragraph one of this section and
reasonable attorney's fees) which Company may incur under any applicable
federal, state, or local laws or international agreements, and any and all
amendments thereto by reason of Company's use of reliance on the
information furnished to Company by Supplier on the ODC Content
Certification or by reason of Supplier's breach of this section. Supplier
shall cooperate with Company in responding to any inquiry concerning the
use of ODCs to manufacture the MATERIAL or components thereof and to
execute without additional charge any documents reasonably required to
certify the absence or quantity of ODCs used to manufacture the MATERIAL or
components thereof.

44. OZONE DEPLETING SUBSTANCES LABELING
Supplier warrants and certifies that all MATERIAL and other products,
including packaging and packaging components, provided to Company under
this Agreement have been accurately labeled, in accordance with the
requirements of 40 CFR, Part 82 entitled "Protection of Stratospheric
Ozone, Subpart E- The Labeling of Products Using Ozone Depleting
Substances."

45. PACKING, LABELING AND SERIALIZATION
MATERIAL purchased, repaired, replaced or refurbished under this
Agreement shall be packed, labeled and serialized by Supplier at no
additional charge in accordance with specifications OEMPS No. 101 "Packing
and Shipping Requirements," X-20587 "Specification Requirements for Package
Content Identification Label," and KS-23490 "Product Bar Code, Serial and
Comcode Label," is included by reference, a copy being in the possession of
the Supplier and as changed from time to time with Supplier's written
approval.

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46. PRODUCT CHANGES
Supplier shall notify Company in advance, in writing of any change
proposed to be made in accordance with this Agreement, or in the
Specification and documentation covered by this Agreement that would impact
upon: (i) reliability, (ii) requirements of the Specification, or (iii)
form, fit or function (as defined below).

In order for Company to review these proposed changes, at least thirty
(30) business days advance notice will be required except for those cases
where an extremely unsatisfactory condition requires immediate action. In
that instance, verbal notification to Company shall be used, followed by
Supplier's immediate written confirmation.

"Form" shall mean changes in appearance visible to the user (customer,
repair personnel, developer) of the MATERIAL.

"Fit" shall mean changes in parts to components that are not
physically interchangeable.

"Function" shall mean changes that affect operational characteristics
of the MATERIAL or require the operator to change the method of operation.

Supplier shall submit a proposal to Company, specifically documenting
all cost factors, implementation schedules, and repair changes.

The change notice shall be sent to the following address:

Lucent Technologies Inc.
000 Xx. Xxxx Xxxx
Xxxx 0X000
Xxxxxxx Xxxxx, XX 00000

Attn.: Sourcing Manager:

The format of Supplier's notification document shall be the
responsibility of Supplier but said notification document shall contain at
least the following information.

1. Supplier's name.

2. Agreement number.

3. MATERIAL description.

4. Change number.

5. MATERIAL affected.

6. Reason for change.
18

Agreement No. WR71980064
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7. Description of change (including the impact upon: (i) reliability,
(ii) requirements of the Specification and (iii) form, fit or
function.)

8. [***]

9. Marking method of identifying changed units.

10. Documentation

a. Marked up documents shall be provided until the document or
drawing is re-issued.

b. Listing of documents and drawings to be changed.

c. Field repair or modification kit documentation (if
applicable).

11. Unit in process, in stock and installed affected by change.

12. Date changes are proposed to be implemented.

13. All necessary and relevant temporary changes affected by this
notice.

14. All necessary and relevant attachments.

15. Additional comments.

If, as mutually agreed by Company and Supplier, sufficient changes
have been made to warrant a MATERIAL re-qualification, such
re-qualification will be performed at no cost to Company unless otherwise
agreed.

MATERIAL shall be in accordance with the latest information stated or
referenced in the Specification.

The quality of MATERIAL used and the method of manufacturing, handling
and shipping, shall be such that the finished MATERIAL meets the properties
and requirements shown in the Specification and in the other sections of
this Agreement.

If Company, in its sole discretion, does not agree to the change(s)
proposed by Supplier, then in addition to all other rights and remedies at
law or equity or otherwise, and without any cost to or liability or
obligation of Company, Company shall have the right to terminate this
Agreement and to terminate any or all orders for MATERIAL affected by such
change.

47. PRODUCT CONFORMANCE REVIEWS
Supplier shall, utilizing documented procedures specified herein, make
such tests and inspections as are necessary to insure that MATERIAL meets
all technical requirements of the MATERIAL specification. Supplier shall
provide, without charge, any production testing facilities and personnel
required to inspect the MATERIAL under Quality Program Specification (QPS)
Nos. 40.002 and 40.030, included by reference, a copy being in possession
of the Supplier as changed from time to time with Supplier's written
approval. Company reserves the right to inspect MATERIAL prior to shipment
from Supplier or Supplier's subcontractor(s). Such inspection shall

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been filed separately with the
Securities and Exchange Commission.
19

Agreement No. WR71980064
Sheet 19 of 31

be conducted by Company's Engineering and Environmental Technologies (EE&T)
organization utilizing a 0.65% Acceptability Level (AQL) sampling plan as
described in QPS 40.030. If MATERIAL fails inspection, Supplier agrees to
pay for all re-inspection costs. Inspection requirements may be waived only
by written notification from Company's Engineering and Environmental
Technologies (EE&T) organization. In the event that any or all work under
this Agreement is subcontracted to another Supplier, Company reserves the
right to conduct the aforementioned inspections at the subcontractors
facilities.

48. PRODUCT DOCUMENTATION

Supplier shall furnish, at no charge, product documentation, and any
succeeding changes thereto, as described in the Technical Specification.
Company may use, reproduce, reformat, modify and distribute such product
documentation.

Company shall reproduce Supplier's copyright notice contained in any
documentation reproduced without change by Company. For documentation which
is reformatted or modified by Company, Company shall have the right to
place only Company's own copyright notice on the reformatted or modified
documentation. It is the intent of the parties that Company's copyright
notice shall be interpreted to protect the underlying copyright rights of
Supplier to the documentation to the extent such underlying rights are
owned by Supplier.

49. PURCHASE ORDERS
Purchase orders issued under this Agreement shall be sent to the
following address:

MCK Communications, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000

Attn.: Vice President Sales

Purchase orders shall specify: (i) description of MATERIAL, inclusive
of any numerical/alphabetical identification referenced in the price list
in this Agreement, (ii) delivery date, (iii) applicable price, (iv)
location to which the MATERIAL is to be shipped and (v) location to which
invoices shall be sent for payment.

50. REGISTRATION AND RADIATION STANDARDS
When MATERIAL furnished under this Agreement is subject to Part 68,
Part 15 or any other part of the Federal Communication Commission's Rules
and Regulations, as may be amended from time to time (hereinafter

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Agreement No. WR71980064
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"FCC Rules"), Supplier warrants that such MATERIAL complies with the
registration, certification, type-acceptance and/or verification standards
of the FCC Rules including, but not limited to, all labeling, customer
instruction requirements, and the suppression of radiation to specified
levels. Supplier shall also establish periodic on-going compliance
retesting and follow a Quality Control program, submitted by Company, to
assure that MATERIAL shipped complies with the applicable FCC Rules.
Supplier shall indemnify and save Company harmless from any liability,
fines, penalties, claims or demands (including the costs, expenses and
reasonable attorney's fees on account thereof) that may be made because of
Supplier's noncompliance with the applicable FCC Rules. Supplier shall
defend Company, at Company's request, against such liability, claim or
demand.

In addition, should MATERIAL which is subject to Part 15 of the FCC
Rules, during use generate harmful interference to radio communications,
Supplier shall provide the Company information relating to methods of
suppressing such interference and pay the cost of suppressing such
interference or, at the option of Company, accept the return of the
MATERIAL and refund to Company the price paid for the MATERIAL less a
reasonable amount for depreciation, if applicable.

To the extent that MATERIAL furnished under this Agreement is also
subject to FCC Rules governing the use of the MATERIAL as a component in a
system, Company shall be responsible for compliance with the applicable FCC
Rules governing the system. Supplier shall fully cooperate with Company, by
providing technical support and information, and, upon written request from
Company, shall modify MATERIAL to enable Company to ensure ongoing
compliance with the FCC Rules. Company shall pay any increase in Supplier's
costs and/or expenses resulting from Company's request to modify MATERIAL
to enable Company to comply with the FCC Rules.

Nothing in this section shall be deemed to diminish or otherwise limit
Supplier's obligations under the "WARRANTY" section or any other section of
this Agreement.

51. REJECTIONS
If Company rejects any or all of the MATERIAL, Company may, in
addition to all its other rights and remedies at law or equity, exercise
one or more of the following remedies: (1) return rejected MATERIAL for
full credit at the price charged plus transportation charges from
Supplier's plant, and return; or (2) accept a conforming part of any
shipment; or (3) have rejected MATERIAL replaced by Supplier at the
purchase price stipulated in this Agreement.

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Agreement No. WR71980064
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52. RELEASES VOID
Neither party shall require (i) waivers or releases of any personal
rights or (ii) execution of documents which conflict with the terms of this
Agreement, from employees, representatives or customers of the other in
connection with visits to its premises and both parties agree that no such
releases, waivers or documents shall be pleaded by them or third persons in
any action or proceeding.

53. REPAIRS NOT COVERED UNDER WARRANTY
In addition to repairs provided for in the "WARRANTY" section Supplier
shall provide repair service on all MATERIAL ordered under this Agreement
during the term of this Agreement and until five (5) years after the
expiration of this Agreement. MATERIAL to be repaired under this section
will be returned to a location designated by Supplier, and unless otherwise
agreed upon by Supplier and Company, Supplier shall ship the repaired
MATERIAL which meets the Specifications set forth in the "SPECIFICATIONS OR
DRAWINGS" section and all other Specifications within ten (10) business
days of receipt of the defective or non-conforming MATERIAL. With the
concurrence and scheduling of Company, repair may be made by Supplier on
site.

If MATERIAL is returned to Supplier for repair as provided for in this
section and is determined to be beyond repair, Supplier shall so notify
Company. If requested by Company, Supplier will sell to Company a
replacement at the price set forth in Supplier's then current agreement
with Company for said MATERIAL or, if no such agreement exists, at a price
agreed upon by Supplier and Company. If the parties fail to agree on a
price, the price shall be a reasonably competitive price for such MATERIAL
at the time for delivery. Further, if requested by Company, Supplier shall
take the necessary steps to dispose of the unrepairable MATERIAL and pay to
Company the salvage value, if any. Replacement and repaired MATERIAL shall
be warranted as set forth in the "WARRANTY" section.

This Agreement does not grant Supplier an exclusive privilege to
repair any or all of the MATERIAL purchased under this Agreement for which
Company may require repair; and Company may perform the repairs or contract
with others for these services. In addition, Supplier authorizes Company
and any qualified repairer with whom Company may contract to perform
repairs on all MATERIAL purchased under this Agreement.

All transportation costs of and in transit risk of loss and damage to
MATERIAL returned to Supplier for repair under this section will be borne
by Company and all transportation costs of and in transit risk of loss and
damage to such repaired or replacement MATERIAL returned to Company will be
borne by Company.

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Agreement No. WR71980064
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Price schedules for repairs under this section are listed in APPENDIX
A.

54. REPAIR PROCEDURES
Company shall furnish the following information with MATERIAL returned
to Supplier for repair: (a) Company's name and complete address; (b)
name(s) and telephone numbers(s) of Company's employee(s) to contact in
case of questions about the MATERIAL to be repaired; (c) ship-to address
for return of repaired MATERIAL if different than (a); (d) a complete list
of MATERIAL returned; (e) the nature of the defect or failure if known; and
(f) whether or not returned MATERIAL is in warranty. Supplier shall, within
ten (10) days of the execution of this Agreement, provide a written notice
to Company specifying (i) the name(s) and telephone number(s) of the
individual(s) to be contacted concerning any questions that may arise
concerning repair, and (ii) if required, any special packing of MATERIAL
which might be necessary to provide adequate in-transit protection from
transportation damage.

MATERIAL repaired by Supplier shall have the repair completion date
stenciled or otherwise identified in a permanent manner at a readily
visible location on the MATERIAL and the repaired MATERIAL shall be
returned with a tag or other papers describing the repairs which have been
made.

All invoices originated by Supplier for repair services must be
clearly identified as such, and must contain: (i) a reference to Company's
purchase order for these repair services, (ii) a detailed description of
repairs made by Supplier and the need therefor, and (iii) an itemized
listing of parts and labor charges, if any. Replaced parts will, upon
request, be available for inspection by or returned to Company. Further,
the provisions of the "INVOICING" and "SHIPPING" sections, other than
provisions relating to transportation charges with respect to MATERIAL
repaired under warranty, shall apply to Supplier's return to Company of
repaired MATERIAL.

55. RIGHT OF ENTRY
Each party shall have the right to enter the premises of the other
party during standard business hours with respect to the performance of
this Agreement, including an inspection or a Quality Review, subject to all
plant rules and regulations, clearances, security regulations and
procedures as applicable. Each party shall provide safe and proper
facilities for such purpose. No charge shall be made for such visits. It is
agreed that prior notification will be given when access is required.

Agreement No. WR71980064
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56. SAFETY CERTIFICATION
All MATERIAL purchased under this Agreement shall be designed to be in
compliance with the applicable Underwriters Laboratories (UL) and Canadian
Standards Association (CSA) rules and regulations. It is agreed that
Supplier shall be responsible for filing the required documents to obtain
compliance with said Underwriters Laboratories Standards and Canadian
Standards. Supplier shall be responsible for making the MATERIAL available
for testing.

57. SECTION HEADINGS
The headings of the sections in this Agreement are inserted for
convenience only and are not intended to affect the meaning or
interpretation of this Agreement.

58. SERVICES
Visits by Supplier's representatives or its suppliers' representatives
for inspection, adjustment or other similar purposes in connection with
MATERIAL purchased under this Agreement shall for all purposes be deemed
"Work under this Agreement" and shall be at no charge to Company unless
otherwise agreed in writing between the parties.

59. SEVERABILITY
If any of the provisions of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate or
render unenforceable the entire Agreement, but rather the entire Agreement
shall be construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and obligations of
Supplier and Company shall be construed and enforced accordingly.

60. SHIPPING
Supplier shall: (i) ship the MATERIAL covered by this Agreement or
order complete unless instructed otherwise, (ii) ship to the destination
designated in the Agreement or order, (iii) ship according to routing
instructions given by Company, (iv) place the Agreement and order number on
all subordinate documents, (v) enclose a packing memorandum with each
shipment and, when more than one package is shipped, identify the package
containing the memorandum; and (vi) xxxx the order number on all packages
and shipping papers. Adequate protective packing shall be furnished at no
additional charge. Shipping and routing instructions may be furnished or
altered by Company without a writing. If Supplier does not comply with the
terms of the FOB section of the Agreement or order or with Company's
shipping or routing instructions, Supplier authorizes Company to deduct
from any invoice of Supplier (or to charge back to Supplier), any increased
cost incurred by Company as a result of Supplier's noncompliance.

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Agreement No. WR71980064
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61. SHIPPING INTERVAL
The delivery schedule applicable to each purchase order will be agreed
upon by Supplier and Company and set forth in the purchase order. (Note:
Supplier has indicated that MATERIAL can usually be shipped an average of
twenty (20) business days after receipt of Company's purchase order;
however, in no event shall the delivery interval exceed thirty (35)
business days after receipt of purchase order.)

If Supplier exceeds the above maximum interval then in addition to all
other rights and remedies at law or equity or otherwise, and without any
liability or obligation of Company, Company shall have the right to: (a)
cancel such purchase order, or (b) extend such delivery date to a later
date, subject, however, to the right to cancel as in (a) preceding if
delivery is not made or performance is not completed on or before such
extended delivery date. If Company elects to extend such delivery date,
Supplier shall absorb the difference between the charges to ship normal
transportation and the charges to ship premium overnight.

If a purchase order is canceled by Company pursuant to the above,
Company shall have the right to retain or return any or all MATERIAL
received by or paid for by Company under such purchase order. Within
fifteen (15) business days of Supplier's receipt of returned MATERIAL,
Supplier shall reimburse Company for the costs of shipping the MATERIAL
returned to Supplier and for any amounts, including shipping costs,
previously paid by Company for the MATERIAL. Company shall pay for any
MATERIAL if retains at the prices set forth in APPENDIX A, less applicable
discounts which shall be applied on the basis of the quantity specified in
the purchase order.

If, during the course of this Agreement, Supplier determines that
Supplier will no longer be able to ship within the above interval, Supplier
shall immediately notify Company's buyer to that effect. Supplier shall
also notify Company's buyer, as soon as it becomes apparent, if Supplier is
unable to meet the delivery date for an order. However, nothing contained
in this paragraph shall waive Company's rights as set forth above in this
section.

62. SHIPPING LOCATION
The material shall be shipped FOB Supplier's location 000 Xxxxxxxxxx
Xxxxxx, Xxxxxx, XX 00000 or 000 Xxxxxxx Xxxxxx, Xxxxxxx, XXX X0X 0X0. The
1990 INCOTERM manual shall govern interpretation of shipment terms under
this Agreement.

63. STORAGE OF PAID FOR STOCK
Subject to the section "OPERATING SYSTEM SOFTWARE", Company has and
shall have at all times all right, title and interest in all

Agreement No. WR71980064
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MATERIAL invoiced to Company in accordance with the section "INVOICING FOR
STOCKS". Such MATERIAL shall be referred to in this section as "Company
Property." [***]

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been filed separately with the
Securities and Exchange Commission.

Agreement No. WR71980064
Sheet 26 of 31

[***]

64. SUPPLIER'S INFORMATION
Supplier shall not provide under, or have provided in contemplation
of, this Agreement any idea, data, program, technical, business or other
intangible information, however conveyed, or any document, print, tape,
disc, semiconductor memory or other information-conveying tangible article,
unless Supplier has the right to do so, and Supplier shall not view any of
the foregoing as confidential or proprietary. If Supplier must furnish any
such information to Company with restrictions, it shall only be furnished
after negotiation and execution on behalf of Company of a separate written
agreement specifically identifying the documents to be furnished and
setting forth Company's rights and obligations with respect hereto.

65. SURVIVAL OF OBLIGATIONS
The obligations of the parties under this Agreement which by their
nature would continue beyond the termination, cancellation or expiration of
this Agreement shall survive termination, cancellation or expiration of
this Agreement.

66. TAXES
Company shall reimburse Supplier only for the following tax payments
with respect to transactions under this Agreement unless Company advises
Supplier than an exemption applies: state and local sales and use taxes, as
applicable. Taxes payable by Company shall be billed as separate items on
Supplier's invoices and shall not be included in Supplier's prices. Company
shall have the right to have Supplier contest any such taxes that Company
deems improperly levied at Company's expense and subject to Company's
direction and control.

67. TECHNICAL SUPPORT
Company shall be entitled to ongoing technical support including field
service and assistance, provided, however, that the availability or
performance of this technical support service shall not be construed as

altering or affecting Supplier's obligations as set forth in the "WARRANTY"
section or elsewhere provided for in this Agreement.

Ongoing technical support via telephone will be at no charge to
Company from Monday to Friday between hours of 8:00AM and 5:00PM.

68. TERMINATION OF PURCHASE ORDER
Company may at any time terminate any portion or the total quantity of
any purchase order(s) placed under this Agreement. Company's liability to
Supplier with respect to such termination shall be limited to (i)
Supplier's purchase price of all components for the MATERIAL (not usable in
Supplier's other operations or salable to Supplier's other customers), plus
(ii) the actual costs incurred by Supplier in procuring and manufacturing
MATERIAL (not usable in Supplier's other operations or salable to
Supplier's other customers) in process as of the date of giving notice of
termination, less (iii) any salvage value thereof. However, no such
termination charges will be invoiced if, within [***] days of notice of
termination, MATERIAL equivalent in kind to that being terminated is
ordered by Company. If requested, Supplier shall substantiate such cost and
price with proof satisfactory to Company.

69. TIMELY PERFORMANCE
If Supplier has knowledge that anything prevents or threatens to
prevent the timely performance of the Work under this Agreement, Supplier
shall immediately notify Company's Representative thereof and include all
relevant information concerning the delay or potential delay.

70. TITLE AND RISK OF LOSS
Title (other than software) and risk of loss and damage to MATERIAL
including software purchased by Company under this Agreement or an order
issued pursuant to this Agreement shall vest in Company when the MATERIAL
has been delivered at the FOB point. If this Agreement or an order issued
pursuant to this Agreement calls for additional services including, but not
limited to, unloading, installation, or testing to be performed after
delivery, Supplier shall retain title and risk loss and damage to the
MATERIAL until the additional services have been performed. If Supplier is
authorized to invoice Company for MATERIAL prior to shipment or prior to
the performance of additional services, title to MATERIAL (other than
software) shall vest in Company upon payment of the invoice, but risk of
loss and damage shall pass to Company when the additional services have
been performed.

71. TOXIC SUBSTANCES AND PRODUCT HAZARDS
Supplier hereby warrants to Company that, except as expressly stated
elsewhere in this Agreement, all MATERIAL furnished by Supplier as

described in this Agreement is safe for its foreseeable use, is not defined
as a hazardous or toxic substance or material under applicable federal,
state or local law, ordinance, rule, regulation or order (hereinafter
collectively referred to as "law" or "laws"), and presents no abnormal
hazards to persons or the environment. Supplier also warrants that it has
no knowledge of any federal, state or local law, that prohibits the
disposal of the MATERIAL as normal refuse without special precautions
except as expressly stated elsewhere in this Agreement. Supplier also
warrants that where required by law, all MATERIAL furnished by Supplier is
either on the EPA Chemical Inventory compiled under Section 8 (a) of the
Toxic Substance Control Act, or is the subject of an EPA-approved pre
manufacture notice under 40 CFR Part 720. Supplier further warrants that
all MATERIAL furnished by Supplier complies with all use restrictions,
labeling requirements and all other health and safety requirements imposed
under federal, state, or local laws. Supplier further warrants that, where
required by law, it shall provide to Company, prior to delivery of the
MATERIAL, a Material Safety Data Sheet which complies with the requirements
of the Occupational Safety and Health Act of 1970 and all rules and
regulations promulgated thereunder.

Supplier shall defend, indemnify and hold Company harmless for any
expenses (including, but not limited to, the cost of substitute material,
less accumulated depreciation) that Company may incur by reason of the
recall or prohibition against continued use or disposal of MATERIAL
furnished by Supplier as described in its Agreement whether such recall or
prohibition is directed by Supplier or occurs under compulsion of law.
Company shall cooperate with Supplier to facilitate and minimize the
expense of any recall or prohibition against use or disposal of MATERIAL
directed by Supplier or under compulsion of law.

Supplier further shall defend, indemnify and hold Company harmless of
and from any claims, demands, suits, judgments, liabilities, costs and
expenses (including reasonable attorney's fees) which Company may incur
under any applicable federal, state or local laws, and any and all
amendments thereto, including but not limited to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980; the
Consumer Product Safety Act of 1972; the Toxic Substance Control Act;
Fungicide, Rodenticide Act; the Occupational Safety and Health Act; and the
Atomic Energy Act; and any and all amendments to all applicable federal,
state, or local laws, by reason of Company's acquisition, use, distribution
or disposal of MATERIAL furnished by Supplier under this Agreement.

72. TRAINING
If requested by Company, Supplier will, without charge to Company:

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Agreement No. WR71980064
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(a) provide instructors and the necessary instructional material of
Supplier's standard format to train Company's personnel in the
installation, planning and practices, operation, maintenance and repair of
MATERIAL furnished under this Agreement. These classes shall be conducted
at reasonable intervals at locations agreed upon by Supplier and Company.

Or, at the option of Company,

(b) provide to Company training modules or manuals and any necessary
assistance, covering those areas of interest outlined in (a) of this
section, sufficient in detail, format and quantity to allow Company to
develop and conduct a training program.

73. USE OF INFORMATION
Supplier shall view as Company's property any idea, data, program,
technical, business or other intangible information, however conveyed, and
any document, print, tape, disc, tool, or other tangible
information-conveying or performance-aiding article owned or controlled by
Company, and provided to, or acquired by Supplier under or in contemplation
of this Agreement (Information). Supplier shall, at no charge to Company,
and as Company directs, destroy or surrender to Company promptly at its
request any such article or any copy of such Information. Supplier shall
keep Information confidential and use it only in performing under this
Agreement and obligate its employees, subcontractors and others working for
it to do so, provided that the foregoing shall not apply to information
previously known to Supplier free of obligation, or made public through no
fault imputable to Supplier.

74. VARIATION IN QUANTITY
Company assumes no liability for MATERIAL produced, processed or
shipped in excess of the amount specified in this Agreement or in an order
issued pursuant to this Agreement.

75. WARRANTY
Supplier warrants to Company and Customer, as defined in this section,
that MATERIAL furnished will be new, merchantable, free from defects in
design, material and workmanship and will conform to and perform in
accordance with the Specifications, drawings and samples set forth in this
Agreement. These warranties extend to the future performance of the
MATERIAL and shall continue for a period of twelve (12) months from the
date of delivery to an end user customer (hereinafter "Customer") or, for
MATERIAL installed by Company or its re-sellers, for a period of twelve
(12) months from the completion of installation.

Supplier also warrants to Company and Customers that services will be
performed in a first class, workmanlike manner. In addition, if MATERIAL

Agreement No. WR71980064
Sheet 30 of 31

furnished contains one or more manufacturer's warranties, Supplier hereby
assigns such warranties to Company and Customers. Supplier warrants that at
the time of delivery to Company such MATERIAL shall be free of any security
interest or any other lien or any other encumbrance whatsoever. All
warranties shall survive inspection, acceptance and payment.

Defective or non-conforming MATERIAL will, at Company's option, either
be returned to Supplier for repair or replacement, at no cost to Company,
with risk of in-transit loss and damage borne by Supplier and freight paid
by Supplier, or be repaired or replaced by Supplier on Customer's site or
another site designated by Company at no cost to Company. Unless otherwise
agreed upon by Supplier and Company, Supplier shall complete repairs and
ship the repaired MATERIAL within ten (10) business days of receipt of
defective or non- conforming MATERIAL, or at Company's option, ship
replacement MATERIAL within ten (10) business days after verbal
notification is given Supplier by Company. Supplier shall bear the risk of
in-transit loss and damage and shall prepay and bear that cost of freight
for shipments to Company of repaired or replaced MATERIAL. If requested by
Company, Supplier shall begin on-site repairs within ten (10) business days
after verbal notification is given Supplier by Company.

If MATERIAL returned to Supplier or made available to Supplier on site
for repair as provided for in this section is determined to be beyond
repair, Supplier shall promptly so notify Company and, unless otherwise
agreed to in writing by Supplier and Company, Supplier shall ship
replacement MATERIAL without charge within ten (10) business days of such
notification.

Replacement MATERIAL shall be warranted as set forth above in this
"WARRANTY" section. Any MATERIAL which is repaired, modified, or otherwise
serviced by Supplier shall be warranted as provided in this "WARRANTY"
section for the remainder of the warranty period (based upon the date
repair, modification or other service is completed and accepted by Company)
or ninety (90) business days after the MATERIAL is returned to a Customer,
whichever is later.

Supplier also warrants that software will record, store, process and
present calendar dates falling on or after January 1, 2000, in the same
manner and with the same functionality as it performed before January 1,
2000. This maintenance will be considered part of and covered under the
maintenance provisions of the Agreement at no additional charge to Company.

Agreement No. WR71980064
Sheet 31 of 31

76. ENTIRE AGREEMENT
This Agreement shall incorporate the typed or written provisions on
Company's orders issued pursuant to this Agreement and shall constitute the
entire agreement between the parties with respect to the subject matter of
this Agreement and the order(s) and shall not be modified or rescinded,
except by a writing signed by Supplier and Company. Printed provisions on
the reverse side of Company's orders (except as specified otherwise in this
Agreement) and all provisions on Supplier's forms shall be deemed deleted.
Estimates or forecasts furnished by Company shall not constitute
commitments. The provisions of this Agreement supersede all contemporaneous
oral agreements and all prior oral and written communications, and
understandings of the parties with respect to the subject matter of this
Agreement.

Accepted (Date) 4-29 19 99
---------- ---

MCK COMMUNICATIONS, INC. LUCENT TECHNOLOGIES INC.

------------------------------------------------- ------------------------------------------------
By: /s/ Xxxx Xxxxx By: /s/ X. X. Xxxxxx
------------------------------------------------- ------------------------------------------------
Name (Print) Xxxx Xxxxx Name (Print) X. X. Xxxxxx
------------------------------------------------- ------------------------------------------------
Title CFO Title Purchasing Manager
------------------------------------------------- ------------------------------------------------

ATTACHMENTS - The following Attachments are hereby made part of the Agreement:

Appendix A, Price Schedule
Appendix B, Specifications

32
Agreement No. WR71980064
Appendix A
1 of 4

DEFINITY EXTENDER PRODUCT MATRIX

COMCODE DESCRIPTION MODEL PEC PRICE

40733931 Analog DEFINITY Extender - Switch Module 845 2174-PSB [***]

This PEC will drive out 1 box, containing the stand-alone
Switch Module, a stand-alone power supply, a D8W cord (7'
long), a D2R cord (25' long), and a System Administrator's
Guide.

407389907 Analog DEFINITY Extender - Remote Module 846 2174-RSM [***]

This PEC will drive out 1 box, containing the Remote Module,
a stand-alone power supply, a seven foot/two conductor
mounting cord, and a User's Guide.

407444934 POWER, MTCE. STND ALONE - 120V PS120 2174-MSP [***]

This PEC can be used to order a maintenance spare, or
replacement stand alone power supply for stand alone switch
modules, and/or stand-alone remote modules.

407445733 MOUNTING BRACKET - SINGLE UNIT WB102 2174-MTG [***]

This PEC will drive out one metal mounting bracket. This
bracket may be used to mount either one stand alone switch,
or one stand alone remote module, to a wall, desk, or other
suitable vertical surface.

407564905 EXTENDER-PBX-PLUG IN XXXX 000X0 0000-XXX [***]

This PEC is used to order one rack mountable DEFINITY
Extender Switch Module. This rack mountable module can not
be used on a stand-alone basis. A DEFINITY Extender
multi-mount (PEC #2174-BMM or #2174-48V), listed above, is
required for use with this unit.
407564921 EXTENDER MULTI-MOUNT - 120V AC 855L1 2174-BMM [***]

This PEC will provide one box containing one DEFINITY
Extender Multi-Mount Card Frame, and one 120 Volt/60 Hz
power supply. This multi-mount will hold up to twelve (12)
rack mountable DEFINITY Extenders (Analog Version). In
addition to providing a nesting place and power for the
plug- in DEFINITY Extender Modules, the multi-mount also
provides a means to connect the analog circuits and DCP
ports to the modules, A twenty five pair connecting cable,
of proper length for the particular installation, and the
appropriate connecting block(s) for the wall field must be
sourced locally.
407564939 EXTENDER MULTI-MOUNT - 48V DC 855L3 2174-48V [***]

This DC to DC converter should be ordered only for those
applications where input voltage will be 48 Volts Direct
Current. This product is not stocked, and is offered with an
eight week interval. This PEC will provide one box
containing one DEFINITYa Extender Multi-Mount Card Frame,
and one 48 volt DC to DC converter. This multi-mount will
hold up to twelve (12)

[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been filed separately with the
Securities and Exchange Commission.
33

Agreement No. WR71980064
Appendix A
2 of 4

rack mountable DEFINITY Extenders (Analog Version). In
addition to providing a nesting place and power for the
plug-in DEFINITYa Extender Modules, the multi-mount also
provides a means to connect the analog circuits and DCP
ports to the modules. A twenty five pair connecting cable,
of proper length for the particular installation, and, the
appropriate connecting block(s) for the wall field must be
sourced locally.

407564897 PASSWORD ADMIN SOFTWARE 855L4 2174-PSA [***]

This PEC will drive out one Windows based, 3.5" floppy disk,
which is required to administer passwords for the rack
mountable DEFINITYa Extenders (Analog Version).
407578392 POWER SUPPLY SHELF 2174-PSS 2174-PSS [***]

This PEC is used to order a metal shelf, which can be used
as a flat surface on which to mount up to three Multi-mount
power supplies. It can be used with either the 120 volt AC
power supply, or the 48 volt DC to DC converter.

407578368 MTCE BULK POWER - 120V AC PSF110- 2174-PAC [***]
120VAC

This PEC can be used to order a maintenance spare, or a
replacement bulk stand alone power supply for maintenance
purposes.

407578384 MTCE BULK POWER - 48V DC 2174-PDC 2174-PDC [***]

This PEC ran be used to order a maintenance spare, or a
replacement bulk stand alone power supply (DC to DC
converter) for maintenance purposes.

407582899 EXTENDER MULTI-MOUNT - without power P855L2 2174-CFO [***]

407802966 ISDN DEFINITY Extender - Remote Module 876 2174-R2D [***]

This PEC will drive out 1 box, containing the Remote Module,
a stand-alone power supply, a seven foot/two conductor
mounting cord, and a User's Guide. Does not include TA.

407802958 ISDN DEFINITY Extender - Switch Module 875 2174-P2D [***]

This PEC will drive out 1 box, containing the standalone
Switch Module, a stand-alone power supply, a D8W cord (7'
long), a D2R cord (25' long), and a System Administrator's
Guide. Does not include TA.

407802982 ISDN DEFINITY Extender for Western Europe-- Remote 876WE 2174-RWE [***]
Module

This PEC will drive out I box, containing the Remote Module,
a stand-alone power supply, a seven foot/two conductor
mounting cord, and a User's Guide. Does not include TA.

407802974 ISDN DEFINITY Extender for Western Europe- Switch Module 875WE 2174-PWE [***]

This PEC will drive out 1 box, containing the stand alone
Switch Module, a stand-alone power supply, a D8W cord (7'
long), a D2R cord (25' long), and a

[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been filed separately with the
Securities and Exchange Commission.
34

Agreement No. WR71980064
Appendix A
3 of 4

System Administrator's Guide. Does not include TA.

407809433 ISDN DEFINITY Extender for the UK- Remote Module 876UK 2174-RUK [***]

This PEC will drive out 1 box, containing the Remote Module,
a stand-alone power supply, a seven foot/two conductor
mounting cord, and a User's Guide. Does not include TA.

407809425 ISDN DEFINITY Extender for the UK- Switch Module 875UK 2174-PUK [***]

This PEC will drive out 1 box, containing the stand-alone
Switch Module, a stand-alone power supply, a D8W cord (7'
long), a D2R cord (25'long), and a System Administrator's
Guide. Does not include TA.

New
407924653 ISDN DEFINITY Extender - Switch Module 2100 2174-P1D [***]

This PEC will drive out 1 box. containing the stand-alone
Switch Module, a stand-alone power supply, a D8W cord (7'
long), a D2R cord (25' long), and a System Administrator's
Guide. Includes integrated TA.

407924661 ISDN DEFINITY Extender - Remote Module 2101 2174-R1D [***]

This PEC will drive out 1 box, containing the Remote
Module, a stand-alone power supply, a seven foot/two
conductor mounting cord, and a User's Guide. Includes
integrated TA.

New
407975051 Analog DEFINITY Extender - Remote Module 1101 2174-RSP [***]

This PEC will drive out 1 box, containing the Remote Module,
a stand-alone power supply, a seven foot/two conductor
mounting cord, and a User's Guide.

407974831 Analog DEFINITY Extender - Switch Module 1100 2174-PSP [***]

This PEC will drive out 1 box, containing the stand-alone
Switch Module, a stand-alone power supply, a D8W cord (7'
long), a D2R cord (25' long), and a System Administrators
Guide.

407995489 Trade-In Analog DEFINITY Extender - Switch Module 1100T 2174-TI [***]

This PEC will drive out 1 box, containing the standalone
Switch Module, a stand-alone power supply, and a System
Administrators Guide.

407995497 Trade-In Analog DEFINITY Extender - Remote Module 1101T 2174-TIP [***]

This PEC will drive out 1 box, containing the Remote Module,
a stand-alone power supply, and a Users Guide.
============================================================================================================================
408039996 DEFINITY EXTENDER Rack System 3000 2174-RAK [***]

This PEC will provide one box containing one DEFINITY
Extender Rack System. This rack will hold up to twelve (12)
cards, either analog or ISDN. The rack includes a built-in
power supply and fan.

The rack also provides a means to connect the analog and
ISDN circuits and DCP ports to the modules. A

twenty five pair connecting cable, of proper length for the
particular installation, and the appropriate connecting
block(s) for the wall field must be sourced locally.

406040020 Switch Management Interface SOFTWARE SMI 2174-RAK [***]

This PEC will drive out two Windows based, 3.5" floppy disk,
used for simultaneous configuration, status,
troubleshooting, monitoring, and software upgrades for all
12 Switch Cards. The Switch Management Interface software is
year 2000 compliant. and requires Windows 95, or Windows NT
4.0 or higher to operate properly.

408039980 Analog DEFINITY Extender Rack Card 3100 2174-ACD [***]

This PEC will drive out one analog rack card that will
extend one remote user per card for a-total of 12 users per
rack.

408088714 ISDN DEFINITY Extender Rack Card 3200 2174-ICD [***]

This PEC will drive out one ISDN rack card that will extend
two remote users per card for a total of 24 users per rack.

[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been filed separately with the
Securities and Exchange Commission.
36

Agreement No. WR71980064
Appendix B
1 of 2

DEFINITY EXTENDER PRODUCT DESCRIPTIONS

ANALOG DEFINITY EXTENDER - MODEL 845/846
The Lucent Technologies DEFINITY(R) Extenders (Analog Version), one at the
switch location and one at a remote site, will allow customers to use
proprietary Lucent Technologies DCP Telephone Sets at locations other than where
the DEFINITY(R) ECS is located. The full function digital DCP terminal at the
remote site will look and perform exactly as it would if it were connected
directly to the DEFINITY(R) ECS.

This will be accomplished through the use of two (2) DEFINITY(R) Extenders
(Analog Version), and either a dial-up analog line, or a dedicated circuit.
Prior to the introduction-of this product, users were required to be co-located
with their DEFINITY(R) System in order to use a digital DCP telephone set.

The introduction of the DEFINITY(R) Extenders (Analog Version) provides a much
requested solution for our customers, who are experiencing ever increasing
pressure to provide remote office solutions for their employees.

ANALOG CENTRAL SITE RACK DEFINITY EXTENDER - MODEL 855
The Lucent Technologies DEFINITY(R) Extenders Central Site Rack System (Analog
Version) one at the switch location, will allow customers to use proprietary
Lucent Technologies DCP Telephone Sets at locations other than where the
DEFINITY(R) ECS is located. The full function digital DCP terminal at the remote
site will look and perform exactly as it would if it were connected directly to
the DEFINITY(R) ECS.

This will be accomplished by packaging analog switch module cards into a rack
system. Each rack has 12 slots across. This allows for reduced footprint, for
multiple installs and a reduction in the per port cost.

ISDN DEFINITY EXTENDER - MODEL 875/876
The ISDN DEFINITY Extender* system adjunct allows users to make and receive
calls from a remote location via an ISDN circuit while appearing to be in the
office. The ISDN DEFINITY Extender has two modules- the DEFINITY Extender Switch
Module and the DEFINITY Extender Remote Module.

Using an 8410D, 8410DR, 8411D, 8434, or a Callmaster(R) III (603E) voice
terminal, the Extender allows remote users to access system features such as
display, multiple call appearance, transfer, voice mail, message light and
conference. Outgoing calls can be made by the remote user using the DEFINITY

Enterprise Communications Server (ECS) network facilities. A terminal adapter is
required at both ends of an ISDN circuit to make an ISDN connection.

Agreement No. WR71980064
Appendix B
2 of 2

The introduction of this product permits users to enter a Call-On-Demand (COD)
Mode which automatically drops the dial-up connection to the central site after
a predetermined period of time.

With the analog version of this product, users can also connect a remote digital
telephone set to their DEFINITY ECS. Because standard analog call connections
take much longer than the two seconds it takes to establish an ISDN call, users
must usually remain logged-on for the duration of their work tour.

NEW ISDN DEFINITY EXTENDER - MODEL 2100/2101
The (SDN DEFINITY Extender central site (model 2100) and remote site (model
2101) data modules improve upon the first generation of ISDN DEFINITY Extender
units (PEC 2174-R2D and 2174-P2D). The new units include an integrated terminal
adapter, support 56 Kbps or 64 Kbps of data on one B-channel, and deliver
improved voice quality on the second B-channel for the same price as the first
generation product.

NEW ANALOG DEFINITY EXTENDER - MODEL 1100/1101
The Analog DEFINITY Extender central site module (model 1100) and remote site
module (model 1101) data modules improve upon the first generation of Analog
DEFINITY Extender units (PEC 2174-PSB and 2174-RSM). The new units include an
advanced V.34 modem, which enhances voice quality and reduces retrains. The data
transmission rate supports up to 20 Kbps with voice traffic. In addition two new
features have been added: Call On Demand and Dial Back.

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Agreement No. WR71980064 Sheet 1 of 32 MCK Communications, Inc. 313 Washington Street Newton, MA 02158 This Agreement is made by and between Lucent Technologies Inc. ("Company") having an office at 211 Mt. Airy Road, Basking Ridge, NJ 07920 and MCK...

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