CONVERGENT NETWORKS INC, S-1/A, EX-10.18, 2000-11-20

CONVERGENT NETWORKS INC
S-1/A, EX-10.18, 2000-11-20
COMPUTER COMMUNICATIONS EQUIPMENT

Previous: CONVERGENT NETWORKS INC, S-1/A, EX-10.17, 2000-11-20

Next: CONVERGENT NETWORKS INC, S-1/A, EX-23.1, 2000-11-20

<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

[ULTICOM LOGO APPEARS HERE]

EXHIBIT 10.18

OEM LICENSE AGREEMENT

This OEM License Agreement ("Agreement") is entered into the 23rd day of
July 1999 by and between ULTICOM, INC., a New Jersey corporation with its
principal offices at 1020 Briggs Road, Mt. Laurel, NJ 08054 ("Licensor"), and
CONVERGENT NETWORKS, INC., a Delaware corporation with its principal offices at
Two Highwood Drive, Tewksbury, MA 01876 ("Licensee").

WHEREAS, Licensee markets and distributes hardware, software and/or related
products and hardware services;

WHEREAS, Licensor has proprietary rights to certain computer software products;
and

WHEREAS, Licensor wishes to grant to Licensee and Licensee desires to obtain
certain license rights to such computer software products, as more particularly
described below, in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, the parties hereby agree as follows.

1. DEFINITIONS

For the purposes of this Agreement, capitalized terms appearing below
shall have the following meanings:

1.1. "Attachment(s)" means the attachments to this Agreement, which are
hereby incorporated in and form a part of this Agreement:

1.1.1 Attachment A (Licensor Product Description) which sets forth a
description of the Software licensed hereunder.

1.1.2 Attachment B (Pricing, Payment Schedule and Deliverables) which
sets forth pricing for Licensee, payment schedules, and specific
items to be delivered to Licensee.

1.1.3 Attachment C (Sublicensing Terms) which sets forth the least
restrictive terms and conditions under which Licensee may
sublicense Software.

1.1.4 Attachment D (OEM Maintenance and Support) which sets forth
Licensor's and Licensee's maintenance and support obligations.

1.1.5 Attachment E (Interface Adapter Hardware - Cut Sheets) which
sets forth a description and pricing of Licensor's Interface
Adapter hardware which is used in conjunction with the Software.

1.1.6. Attachment F (SignalWare(R) Adapter Warranty and Repair Service)
which sets forth a description of the Interface Adapter Hardware
warranty and repair service.

1.1.7. Attachment G (Incorporation of Licenses Granted Under Prior
Agreements) which identifies the specific licenses granted under
prior agreements to be incorporated under the terms of this
Agreement.

1.1.8. Attachment H (Year 2000 Compliance) sets forth a description of
Year 2000 Compliance.

1.2 "Computing Element or CE" means a computer executing a single image of
an operating system.

Page 1 of 27
<PAGE>

1.3 "Derivative Work(s)" means a revision, modification, translation,
abridgment, condensation or expansion of the Software (or Documentation)
or any form in which the Software (or Documentation) may be recast,
transferred, or adapted, which, if prepared without the consent of
Licensor, would be a copyright infringement.

1.4 "Distributor" means any third party which acquires possession of the
Software from Licensee without becoming an End User, and which
distributes Licensee's Product(s) bundled with Licensor Software to an
End User.

1.5 "Documentation" means those software user manuals, reference manuals and
installation guides, or portions thereof, in CD-ROM or hard copy, which
are distributed in conjunction with the Software set forth in
Attachment A.

1.6 "Effective Date" means the date written in the first paragraph of this
Agreement.

1.7 "End User" means any third party licensed by Licensee to use, or has
obtained a license from Licensee, but not to further distribute, the
Software, except that if such third party is a corporation or other
entity, then "End User" also includes each individual within such
corporation or entity licensed by Licensee pursuant to this Agreement to
use, but not to further distribute, the Licensor Product.

1.8 "License Certificate" means a uniquely numbered certificate identifying
the Software on the CE as being properly licensed by Licensor.

1.9 "Licensed CE" means a CE with properly licensed Software from Licensor.

1.10 "Licensee Product(s)" means Licensee's computer-related products
developed and marketed by Licensee with which the Software is bundled
for distribution.

1.11 "Major and Minor Releases" mean updates, if any, to the Software. Major
Releases may contain significant new functions while Minor Releases do
not.

1.12 "Problem" means one or more verifiable or reproducible failures of the
Software to conform to the Documentation accompanying the Software
release.

1.13 "Software" means the executable version (but not the source code
version) of the computer software products listed and accompanying
Documentation described in Attachment A and new releases thereof as
Licensor may provide hereunder from time to time.

1.14 "Supported CE" means a Licensed CE for which Maintenance and Support
fees have been paid for the current period.

1.15 "Update" means scheduled Major and Minor Releases of the Software and
unscheduled Problem repair releases of the Software.

2. GRANT OF LICENSES AND RIGHTS

2.1. LICENSES. Subject to the terms and conditions of this Agreement,
Licensor hereby grants, and Licensee hereby accepts, a nonexclusive and
nontransferable right and license to (i) use and reproduce, without
change, the Software (in executable form only) on any tangible media and
(ii) distribute by sublicense such Software or subset thereof (as
described in Attachment A) copies to End Users only in conjunction with
a Licensee Product. Licensee is expressly prohibited from any marketing
and/or distribution of Software unless each copy is bundled with a
Licensee Product. Such reproduction shall occur only at the location of
Licensee's principal office first set forth above unless an alternate
location is otherwise specified in writing to Licensor. Licensee may
request, in writing that reproduction be performed by a third party.
Licensor shall not refuse this request so long as the third party is
identified and agrees to be bound by the relevant terms of this
agreement. Licensee assumes responsibility for third party's compliance,
and reproduction by third party does not adversely affect the Licensor's
business interests.

2.2. LICENSE RESTRICTIONS. Licensee agrees not to copy (except as expressly
permitted herein), modify, translate, decompile, reverse engineer,
disassemble, or otherwise determine or attempt to determine source code
for the executable code of the

Page 2 of 27
<PAGE>

Software or to create any Derivative Works based upon the Software
(except Derivative Works of the Documentation as expressly permitted
herein), and agrees not to permit or authorize anyone else to do so.

2.3 DOCUMENTATION LICENSE. Subject to the terms and conditions of this
Agreement, Licensor hereby grants and Licensee hereby accepts a
nonexclusive and nontransferable right and license to use, reproduce,
and make Derivative Works from the Documentation, and to distribute the
Documentation solely in conjunction with the Software or in conjunction
with marketing activities associated with Licensee's Product(s)
including the Software. Such reproductions and Derivative Works of the
Documentation must retain all Licensor's copyright and trademarks and
shall only be distributed under a Confidentiality Agreement, at least as
restrictive as paragraph 8.1 "Confidential Information".

2.4 BUNDLED PRODUCT REQUIREMENT. The licenses granted in this Agreement are
conditional upon marketing and bundling the Software as required herein.
If Licensee fails to so bundle the Software, the licenses shall be
immediately revocable by Licensor in addition to any other remedies
Licensor may have.

2.5 SIGNALWARE(R) ADAPTERS. The licenses granted in this Agreement are only
to be used in conjunction with Licensor's SignalWare(R) Adapters as
identified in Attachment E. Warranty and Repair Services for the
SignalWare(R) Adapters is provided in Attachment F.

2.6 EXPORT RESTRICTIONS. Licensee shall comply fully with all applicable
laws, rules and regulations relating to the export of technical data,
including, but not limited to, any regulations of the United States
Office of Export Administration and other applicable governmental
agencies. Licensor agrees to cooperate in providing information
requested by Licensee as necessary to obtain any required licenses and
approvals. When distributing the Software and Documentation in countries
where an enforceable copyright law covering the same does not exist,
Licensee or its Distributors shall obtain a written agreement signed by
the customer prohibiting the customer from making unauthorized copies of
the same.

3. MARKETING AND DISTRIBUTION

3.1 NONEXCLUSIVITY. The licenses and rights granted hereunder are not
exclusive to Licensee, and neither impose nor imply any restriction of
the right of Licensor to enter into other agreements and arrangements,
similar or dissimilar to this Agreement, with any other person, or to
distribute Software directly on any terms and conditions.

3.2 PUBLIC ANNOUNCEMENTS AND PROMOTIONAL MATERIALS. The parties shall
cooperate with each other so that each party may issue a press release
concerning this Agreement, provided that either party shall not, except
as may be required by applicable law or regulation, issue any press
releases or promotional material pertaining to the Software or this
Agreement without the other party's prior approval. Licensor shall
cooperate with Licensee in its development of the initial marketing and
sales materials used to promote the distribution of the Software.
Licensee shall include substantially the following language in all
relevant literature, advertisements, brochures, announcements or manuals
relating to the Licensee's Products that incorporate Licensor's
Software:

"[Licensee's Product] includes proprietary SignalWare(R) technology
from Ulticom, Inc. of Mt. Laurel, NJ, USA"

3.3 TERMS RELATING TO DISTRIBUTION

3.3.1 GENERAL RESTRICTIONS ON DISTRIBUTION

Licensee agrees to comply with and shall require its
Distributors to comply with all applicable laws, rules and
regulations to preclude the acquisition of unlimited rights to
technical data, software and documentation provided with the
Licensor product to a governmental agency, and ensure the
inclusion of the appropriate "Restricted Rights" or "Limited
Rights" notices required by the U.S. Government agencies or
other applicable governmental authorities for such purpose.

Page 3 of 27
<PAGE>

3.3.2 DISTRIBUTOR LICENSE AGREEMENT

Licensee shall procure from each Distributor an executed copy of
a distribution license ("Distributor License Agreement")
sufficient to ensure that such Distributors are required to
comply with the relevant terms of this Agreement.

3.3.3 END USER LICENSE AGREEMENTS

Licensee and its Distributors shall distribute the Software to
End Users only under the terms of, and shall ensure that the
Software is subject to, applicable end user license agreements
with terms at least as restrictive as those set forth in
Attachment C (Sublicensing Terms).

3.4 ENFORCEMENT OF SUBLICENSE AGREEMENTS. Licensee and its Distributors
shall use commercially reasonable efforts to enforce each Distributor
License Agreement and End User License Agreement with at least the same
degree of diligence used in enforcing its own similar agreements, which
in any event shall be sufficient to adequately enforce such agreements.
Licensee shall use commercially reasonable efforts to protect Licensor's
copyright, shall notify Licensor of any breach of a material obligation
under a Distributor License Agreement or an End User License Agreement
affecting the Software, and will cooperate with Licensor in any legal
action to prevent or stop unauthorized use, reproduction or distribution
of Software.

4. FEES AND PAYMENT

4.1 LICENSE FEES. Licensee shall pay to Licensor the license fee specified
in Attachment B for each installation of Software by Licensee for
internal development and support purposes (over and above the five (5)
no charge development licenses granted in Attachment B) and for each
license granted by Licensee to End Users in connection with the
distribution of all or any portion of a Licensor Product or Update.

4.2 SERVICE FEES. Licensee shall pay to Licensor the service fees set forth
in Attachment B, in advance for the coming year, for maintenance and
support services described in Attachment D hereto on the anniversary of
each license granted.

4.3 PAYMENT AND TAXES

4.3.1 PAYMENTS.

Licensee shall pay Licensor the license fees accrued during each
month, together with any service fees, within thirty (30) days
following the end of such month and each such payment shall be
accompanied by a Purchase Order as described in Section 4.4
below. All payments shall be made in United States dollars, at
Licensor's option, (i) at Licensor's address as indicated in
this Agreement or at such other address as Licensor may from
time to time indicate by proper notice hereunder or (ii) by wire
transfer to a bank and account number designated by Licensor.
Interest shall be payable at the rate of one percent (1%) per
month or at the maximum rate permitted by law, whichever is
less, on all overdue and unpaid invoices until paid in full.

4.3.2 TAXES.

All fees are exclusive of all taxes, duties or levies, however
designated or computed. Licensee shall be responsible for and
pay all taxes based upon the transfer, use or distribution of
Software, or the program storage media, or upon payments due
under this Agreement including, but not limited to, sales, use,
or value-added taxes, duties, withholding taxes and other
assessments now or hereafter imposed on or in connection with
this Agreement or with any sublicense granted hereunder,
exclusive of taxes based upon Licensor's net income. In lieu
thereof, Licensee shall provide to Licensor a tax or other levy
exemption certificate acceptable to the taxing or other levying
authority.

4.4 MONTHLY REPORTS. Licensee and its Distributors shall maintain accurate
records of Software installed by Licensee for development and support
purposes and of End Users, including the name and address of each End
User or a unique end user identifier, the related items distributed to
each End User, and any further information as Licensor may from time to
time reasonably request. Licensee shall report to Licensor via Purchase
Order, within thirty (30) calendar days after the end of each month,
each installation of Software by Licensee for internal development and
support purposes with the

Page 4 of 27
<PAGE>

number of licenses granted for the Software during such prior month by
Licensee to End Users along with a description of the license granted,
license numbers or other information that may be reasonably requested by
Licensor.

4.5 AUDIT OF RECORDS. Licensee shall keep and maintain full, true, and
accurate records containing all data reasonably required for
verification of amounts to be paid, and the quantity of Software
distributed. Licensor shall have the right, during normal business hours
upon at least twenty (20) business days prior notice, to audit and
analyze the relevant records of Licensee to verify compliance with the
provisions of this Agreement. The audit shall be conducted at Licensor's
expense, unless there is inadequate record keeping or the results of
such audit establish that inaccuracies in the monthly reports have
resulted in underpayment to Licensor of more than five percent (5%) of
the amount actually due in any month, in which case Licensee shall pay
all amounts due and bear the expenses of the audit. Licensee may require
any auditor selected by Licensor to enter into a Non-Disclosure
Agreement, which has been reviewed and approved by Licensor that
obligates the auditor to maintain the confidentiality of the records
made available.

4.6 LICENSE CERTIFICATES. If Licensor provides License Certificates for each
Licensed CE, Licensee shall affix or cause such certificate to be
affixed to the Licensed CE. If Licensor develops other license tracking
mechanisms, Licensee agrees to cooperate with Licensor in the
implementation of the mechanisms.

5. DELIVERABLES, UPDATES AND TECHNICAL SUPPORT

5.1 DELIVERABLES. Licensor shall provide Licensee with the deliverables
indicated in Attachment B ("Deliverables"). All deliveries under this
Agreement shall be F.C.A. Licensor's home office in Mt. Laurel, New
Jersey, or such other shipping location within the United States as
Licensor may hereafter designate in writing. "F.C.A." means Free Carrier
Alongside and shall have the definition in INCOTERMS 1990.

5.2 UPDATES AND TECHNICAL SUPPORT. Licensor shall provide Licensee with
Updates as they become available from Licensor at the pricing, terms and
conditions specified in Attachment B.

6. TRADEMARKS AND TRADE NAMES

6.1 LICENSE TO USE. Whenever Licensee and authorized Distributors make
reference to the Software or the functionality of the Software provided
within the Licensee Product, Licensee shall use, and is hereby granted,
a non-transferable, non-exclusive and restricted license (with no right
to sublicense) to use those Licensor trademarks and trade names relating
to the applicable Software in any relevant advertising, marketing,
technical or other materials related to such Software which are
distributed by Licensee or its Distributors in connection with this
Agreement.

6.2 LIMITATIONS ON USE. Such use shall be in accordance with Licensor's then
current trademark guidelines to be provided and updated by Licensor from
time to time. Licensee need not use Licensor's trademarks and trade
names in any country in which their connotation is offensive and will
consult with Licensor as to the foreign translation of Licensor
trademarks and trade names so that Licensor can help ensure uniformity
with their use by Licensor or third parties. Licensee shall clearly
indicate Licensor's ownership of Licensor's trademarks or trade names.
All such usage shall inure to Licensor's benefit. Licensee agrees not to
register, and agrees to obtain the agreement of its Distributors not to
register, any Licensor trademarks or trade names without Licensor's
express prior written consent.

6.3 INSPECTION OF USAGE. Upon Licensor's request from time to time Licensee
agrees to provide Licensor with copies of goods bearing Licensor's
trademarks and trade names so that Licensor can verify that the quality
of Licensee's use of such trademarks is comparable to that of Licensor's
use thereof. Licensee shall suspend use of Licensor trademarks and trade
names if such quality is reasonably deemed inferior by Licensor until
Licensee has taken such steps as Licensor may reasonably require to
solve the quality deficiencies.

7. PROPRIETARY RIGHTS

7.1 PROPRIETARY RIGHTS. Title to and ownership of all copies of the Software
and Documentation, whether in machine-readable or printed form, and
including, without limitation, Derivative Works, compilations, or
collective works thereof

Page 5 of 27
<PAGE>

and all related technical know-how and all rights therein (including
without limitation rights in patents, copyrights, and trade secrets
applicable thereto), are and shall remain the exclusive property of
Licensor or its suppliers. Licensee shall not take any action to
jeopardize, limit or interfere in any manner with Licensor's ownership
of and rights with respect to the Software and Documentation. Licensee
shall have only those rights in or to the Software and Documentation
granted to it pursuant to this Agreement.

7.2 PROPRIETARY NOTICES

7.2.1 NO ALTERATION OF NOTICES. Licensee and its employees and agents
shall not remove or alter any trademark, trade name, copyright,
or other proprietary notices, legends, symbols, or labels
appearing on or in copies of the Software and Documentation
delivered to Licensee by Licensor and shall use the same
notices, legends, symbols, or labels in and on copies of
Software and Documentation made pursuant to this Agreement as
are contained in and on such Software and Documentation.

7.2.2 NOTICE. Each portion of the Software and Documentation
reproduced by Licensee shall include the intellectual property
notice or notices appearing in or on the corresponding portion
of such materials as delivered by Licensor hereunder. Licensee
shall ensure that all copies of the Software made pursuant to
this Agreement conspicuously display a notice substantially in
the following form:

If Licensee is unsure of the appropriate year(s), it shall
consult Licensor to obtain the correct designation. Such notice
shall be on labels on all media containing Software. If the
copyright symbol "(C)" cannot technically be reproduced,
Licensee shall use the word "Copyright" followed by the notation
"(c)" in its place.

8. CONFIDENTIAL INFORMATION AND DISCLOSURE

8.1 CONFIDENTIAL INFORMATION

Each party agrees to maintain all Confidential Information in confidence
to the same extent that it protects its own similar Confidential
Information, and to use such Confidential Information only as permitted
under this Agreement. For purposes of this Agreement "Confidential
Information" shall mean information including, without limitation,
Software, Documentation, computer programs, code, algorithms, know-how,
formulas, processes, ideas, inventions (whether patentable or not),
schematics and other technical, business, financial and product
development plans, forecasts, strategies and information marked
"Confidential" or if disclosed verbally identified as confidential. Each
party agrees to take all reasonable precautions to prevent any
unauthorized disclosure or use of Confidential Information including,
without limitation, disclosing Confidential Information only to its
employees with a need to know to further permitted uses of such
information, who are parties to appropriate agreements sufficient to
comply with this Section 8, and who are informed of the nondisclosure/
non-use obligations imposed by this Section 8, and both parties shall
take appropriate steps to implement and enforce such
non-disclosure/non-use obligations. The foregoing restrictions on
disclosure and use shall survive for three (3) years following
termination of this Agreement or until all Software is returned to
Licensor, whichever is later, but shall not apply with respect to any
Confidential Information which (i) was or becomes publicly known through
no fault of the receiving party; (ii) was rightfully known or becomes
rightfully known to the receiving party without confidential or
proprietary restriction from a source other than the disclosing party;
(iii) is independently developed by the receiving party without the
participation of individuals who have had access to the Confidential
Information; (iv) is approved by the disclosing party for disclosure
without restriction in a written document which is signed by a duly
authorized officer of such disclosing party; and (v) the receiving party
is legally compelled to disclose; provided, however, that prior to any
such compelled disclosure, the receiving party will assert the
privileged and confidential nature of the Confidential Information
against the third party seeking disclosure and cooperate fully with the
disclosing party in protecting against any such disclosure and/or
obtaining a protective order narrowing to the extent possible the scope
of such disclosure and/or use of the Confidential Information. In the
event that such protection against disclosure is not obtained, the
receiving party will be entitled to disclose the Confidential
Information, but only as and to the extent necessary to legally comply
with such compelled disclosure.

Page 6 of 27
<PAGE>

8.2 CONFIDENTIALITY OF AGREEMENT. Unless required by law, and except to
assert its rights hereunder or for disclosures to its own employees on a
"need to know" basis, the parties agree not to disclose the terms of
this Agreement or matters relating thereto without the prior written
consent of the other party.

9. REPRESENTATIONS AND WARRANTIES

9.1. LIMITED WARRANTY. In Lieu of a warranty, Licensor provides to Licensee
for Licensee's sole benefit, the first year of Standard Maintenance and
Support (as described in Attachment D) for all licenses granted to End
Users by Licensee. The one year period begins upon installation of the
Licensee Product in the End User's facility. Continuance of Standard
Maintenance Support beyond the first year is subject to the payment of
the fees outlined in Attachment B.

9.2. RIGHT AND AUTHORITY. Licensor represents and warrants that (1) it is the
owner of the Software and Documentation, including all intellectual
property rights therein under copyright, patent, trademark, trade
secret, and other applicable law; (2) it has the full and sufficient
right and authority to grant the rights and licenses granted herein; (3)
the Software and Documentation have not been published under
circumstances that have caused loss of any U.S. copyright therein; and
(4) the Software and Documentation, to the best of Licensor's knowledge,
do not infringe any copyright or other intellectual property right of
any third party.

9.3 EXCLUSIVE WARRANTY. THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1 and
9.2 CONSTITUTE THE ONLY WARRANTY WITH RESPECT TO LICENSOR PRODUCTS.
LICENSOR MAKES NO OTHER REPRESENTATION OR WARRANTY OR CONDITION OF ANY
KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW)
WITH RESPECT TO LICENSOR PRODUCTS. LICENSOR EXPRESSLY DISCLAIMS ALL
WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. LICENSOR DOES NOT WARRANT THAT LICENSOR PRODUCTS ARE ERROR-FREE
OR THAT OPERATION OF LICENSOR PRODUCTS WILL BE SECURE OR UNINTERRUPTED
AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. THE SOLE
REMEDY FOR INFRINGEMENT IS PROVIDED IN SECTION 10. THIS SUBSECTION SHALL
BE ENFORCEABLE TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.

10. INDEMNIFICATION

10.1 DEFENSE. Licensor shall defend, indemnify and hold Licensee harmless
against any action, claim or proceeding brought against Licensee to the
extent it is based on a claim that reproduction or distribution by
Licensee of the Software furnished hereunder, and within the scope of a
license granted hereunder directly infringes any patent issued in the
United States (or any foreign country that is party to any bilateral or
multilateral treaty with the United States for the protection of patent
rights), copyright, trademark or trade secret that is valid and
enforceable as of the Effective Date. Licensor will pay resulting costs,
damages and legal fees finally awarded against Licensee in such action
which are attributable to such claim provided that (a) Licensee promptly
(within twenty (20) days) notifies Licensor in writing of any such
claim, (b) Licensor has sole control of the defense and all related
settlement negotiations, and (c) Licensee cooperates with Licensor, at
Licensor's expense, in defending or settling such claim.

10.2 REMEDIES. Should a Licensor Product become, or be likely to become in
Licensor's opinion, the subject of infringement of such copyright,
patent, trademark or trade secret, Licensor at its election may procure
for Licensee the right to continue using the same, replace or modify it
to make it non-infringing or accept its return for a refund of the
license fees paid, reduced by the fair value of the prior use thereof.
Licensor shall have no liability for, and Licensee shall indemnify and
hold Licensor harmless from and against, any claim based upon (a) use of
other than the then current, unaltered version of the Licensor Product,
unless the infringing portion is also in the then current, unaltered
release; (b) use, operation or combination of Software with non-Licensor
programs, data, equipment or documentation if such infringement would
have been avoided but for such use, operation or combination; (c)
Licensee's or its agent's activities after Licensor has notified
Licensee that Licensor believes such activities may result in such
infringement; (d) compliance with Licensee's designs, specifications or
instructions; (e) any modifications or marking of the Software not
specifically authorized in writing by Licensor; (f) Licensee's use of
any trademarks other than the Licensor trademarks for which permission
is

Page 7 of 27
<PAGE>

expressly given under this Agreement; or (g) third party software. The
foregoing states the entire liability of Licensor and the exclusive
remedy of Licensee with respect to infringement of any intellectual
property rights.

10.3 LICENSEE INDEMNIFICATION. Licensee agrees to indemnify and hold Licensor
harmless from any claims, damages and costs incurred by Licensor related
to defective media or defective duplication in copies of the Software
distributed by Licensee. Except as otherwise expressly provided in this
Agreement, Licensee shall indemnify, defend and hold harmless Licensor
from and against any and all claims which may arise under or out of
Licensee's business dealings with its Distributors or End Users relating
to the distribution, use or support of Software hereunder.

11. LIMITATION OF LIABILITY

TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR
ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS
OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF LICENSOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, OR FOR ANY CLAIM
AGAINST LICENSEE BY ANY THIRD PARTY, EXCEPT AS PROVIDED IN THE SECTION
ENTITLED "INDEMNIFICATION". IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS
BE LIABLE FOR (a) ANY REPRESENTATION OR WARRANTY MADE TO ANY THIRD PARTY
BY LICENSEE, ANY AGENT OF LICENSEE OR DISTRIBUTOR; (b) FAILURE OF THE
LICENSOR PRODUCTS TO PERFORM AS SPECIFIED HEREIN EXCEPT AS, AND TO THE
EXTENT, OTHERWISE EXPRESSLY PROVIDED HEREIN; (c) FAILURE OF THE LICENSOR
PRODUCTS TO PROVIDE SECURITY; OR (d) ANY USE OF THE LICENSOR PRODUCTS OR
THE DOCUMENTATION OR THE RESULTS OR INFORMATION OBTAINED OR DECISIONS
MADE BY END USERS OF THE LICENSOR PRODUCTS OR THE DOCUMENTATION. THE
REMEDIES PROVIDED HEREIN ARE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LICENSOR'S
ENTIRE LIABILITY TO LICENSEE FOR DAMAGES CONCERNING PERFORMANCE OR
NONPERFORMANCE BY LICENSOR OR IN ANY WAY RELATED TO THE SUBJECT MATTER
OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES
IS BASED IN CONTRACT OR IN TORT, SHALL NOT EXCEED THE AMOUNT RECEIVED BY
LICENSOR FROM LICENSEE DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE
LICENSOR PRODUCT GIVING RISE TO SUCH CLAIM.

12. TERM OF AGREEMENT

Unless sooner terminated under the provisions of Section 13, or
otherwise rightfully terminated, this Agreement shall remain in effect
for an initial period of three (3) years from the Effective Date.
Thereafter, the Agreement shall renew for successive one-(1) year
periods unless terminated by either party in writing at least forty-five
(45) days prior to the renewal date.

13. DEFAULT AND TERMINATION

13.1 Termination for Default. If either party defaults in any of its
obligations under this Agreement, the non-defaulting party, at its
option, shall have the right to terminate this Agreement by written
notice unless, within thirty (30) calendar days after written notice of
such default, the defaulting party remedies the default, or, in the case
of a default which cannot with due diligence be cured within a period of
thirty (30) calendar days, the defaulting party institutes within the
thirty (30) calendar days steps necessary to remedy the default and
thereafter diligently prosecutes the same to completion. Notwithstanding
the foregoing, in the event Licensee breaches Sections 2.1 or 8 of this
Agreement, Licensor may immediately terminate this Agreement.

13.2 BANKRUPTCY. Either party shall have the right to terminate this
Agreement if the other party ceases to do business in the normal course,
becomes or is declared insolvent or bankrupt, is the subject of any
proceeding relating to its liquidation or insolvency which is not
dismissed within ninety (90) calendar days, or makes an assignment for
the benefit of its creditors.

Page 8 of 27
<PAGE>

13.3 EFFECT ON RIGHTS

13.3.1 NON-WAIVER. Termination of this Agreement by either party shall
not act as a waiver of any breach of this Agreement and shall
not act as a release of either party from any liability for
breach of such party's obligations under this Agreement.

13.3.2 TERMINATION OF LICENSES. Except as specified in Sections 13.4
and 13.5 below, upon termination or expiration of this
Agreement, all licenses for Software and Documentation granted
under this Agreement shall terminate.

13.3.3 CUMULATIVE RIGHTS. Except where otherwise specified, the rights
and remedies granted to a party under this Agreement are
cumulative and in addition to, and not in lieu of, any other
rights or remedies which the party may possess at law or in
equity, including without limitation rights or remedies under
applicable patent, copyright, trade secrets, or proprietary
rights laws, rules or regulations.

13.4 EFFECT OF TERMINATION. Within thirty (30) calendar days after
termination of this Agreement, Licensee shall either deliver to Licensor
or destroy all copies of the Software and Documentation (except as
provided in Section 13.5) and any other materials provided by Licensor
to Licensee hereunder in its possession or under its control, and shall
furnish to Licensor an affidavit signed by an officer of Licensee
certifying that, to the best of knowledge of such officer (after due
inquiry), such delivery or destruction has been fully effected.
Notwithstanding the foregoing, and provided Licensee fulfills its
obligations specified in this Agreement with respect to such items,
Licensee may continue to use and retain copies of the Software and
Documentation to the extent, but only to the extent, necessary to
support and maintain Software rightfully distributed by Licensee prior
to termination of this Agreement.

13.5 CONTINUING OBLIGATIONS

13.5.1 PAYMENT OF ACCRUED FEES. Within thirty (30) calendar days after
termination of this Agreement, Licensee shall pay to Licensor
all sums then due and owing. Any other such sums shall
subsequently be promptly paid as they become due and owing.

13.5.2 CONTINUANCE OF SUBLICENSES. Notwithstanding the termination of
this Agreement, all End User sublicenses, which have been
properly granted by Licensee and Distributors pursuant to this
Agreement prior to its termination, shall survive.

13.5.3 OTHER CONTINUING OBLIGATIONS. The respective rights and
obligations of Licensor and Licensee under the provisions of
Sections:

2.2 License Restrictions
3.3.1 General Restrictions on Distribution
3.4 Enforcement of Sublicense Agreements
4 Fees and Payments
6 Trademarks and Tradenames
7 Proprietary Rights
8 Confidential Information and Disclosure
9.3 Exclusive Warranty
10 Indemnification
11 Limitation of Liability
13.3 Effect on Rights
13.4 Effect of Termination
13.5 Continuing Obligations
14 General Provisions

shall survive any termination of this Agreement.

Page 9 of 27
<PAGE>

14. GENERAL PROVISIONS

14.1 END OF LIFE

14.1.1 Product Change Notification. For the purposes of the "Product
Change Notification" changes include Software Changes, Software
Discontinuance, SignalWare(R) Adapter Changes, and SignalWare(R) Adapter
Discontinuance, defined as follows:

i) "Software Change" is a function replacement that causes the
software to perform a stated function in a manner that deviates
from the manner stated in the Documentation.
ii) "Software Discontinuance" is an elimination of a function in the
Software without replacement by a reasonably similar function.
iii) "SignalWare(R) Adapter Change" is a replacement of a
SignalWare(R) Adapter with a different version of the
SignalWare(R) Adapter that provides reasonably similar
capabilities that manifests a deviation in form, fit or function
from the predecessor.
iv) "SignalWare(R) Adapter Discontinuance" is a discontinuance of a
SignalWare(R) Adapter without replacement by a SignalWare(R)
Adapter with reasonably similar capabilities.

Licensee shall be notified at least 90 days prior to the implementation
of a product change via a "Customer Product Change Notification (CPCN)".
If Licensee does not inform Licensor in writing within 45 days of the
issuance of the CPCN of any objections, the CPCN shall be deemed to have
been accepted by Licensee. If Licensee objects to a CPCN as previously
stated, Licensor agrees to negotiate with Licensee in good faith to
determine the terms under which the original capability could continue
to be delivered. CPCNs are also used by Licensor to inform Licensee of
emergency fixes, in these cases, the timeframes stated in this paragraph
do not apply.

Software functions subject to "Software Changes" and "Software
Discountenances" shall continue to be supported through the support
period (as defined in Attachment D) of the subsequent Major Release made
Generally Available (GA) following the product change implementation.

Licensee shall be offered the opportunity to place a one time "last buy"
within 45 days following the issuance of the CPCN, subject to component
availability, for SignalWare(R) Adapters subject to a "SignalWare(R)
Adapter Change". Licensee may continue to purchase SignalWare(R)
Adapters subject to a "SignalWare(R) Adapter Discontinuance" for a
period of one (1) year from the date of issuance of the CPCN. At least
60 days prior to the end of the one (1) year period previously stated,
Licensee may place a one time "last buy, subject to component
availability, for SignalWare(R) Adapters subject to a "SignalWare(R)
Adapter Discontinuance".

14.2 NOTICES. Any notice, request, demand or other communication required or
permitted hereunder shall be in writing and shall be deemed to be
properly given upon the earliest of (a) actual receipt by the address,
(b) five (5) business days after deposit in the mail, postage prepaid,
when mailed by registered or certified airmail, return receipt
requested, or (c) two (2) business days after being sent via private
industry courier to the respective parties at the addresses first set
forth above or, in the case of either party, to such other person or
address as it may from time to time designate in a writing delivered
pursuant to this Section 14.1. Except as otherwise specified hereunder,
notices shall be specified to the attention of the recipients Legal
Department.

14.3 SOURCE CODE. Upon Licensee's request, the parties shall negotiate in
good faith an agreement regarding the deposition in escrow of the Source
Code of the Software or at Licensor's option negotiate in good faith an
agreement that allows Licensee to become a beneficiary of an escrow
arrangement established by the Licensor providing a similar effect. In
either case, all costs to establish and maintain the escrow shall be
borne by Licensee. Such agreement shall provide for the release of the
source code:

i) if Licensee is entitled to terminate this Agreement pursuant to
Section 13.2 (Bankruptcy) due to the bankruptcy or insolvency of
Licensor;
ii) if Licensor discontinues to make available maintenance and
support for the current version of the Software; or
iii) if Licensor discontinues the Software with replacement.

Page 10 of 27
<PAGE>

Notwithstanding the occurrence of any of the events specified in items
i, ii or iii above, Licensor or its escrow agent will not be required to
deliver the requested Source Code to Licensee if Licensor has made
arrangements for the continued maintenance of the Software.

Licensee may use the Source Code received pursuant to this section only
as necessary to modify, maintain and update the Software for Licensee
products and must be treated as Confidential Information. Receipt by
Licensee of the Source Code pursuant to this section does not in any way
convey title or ownership of the Software, nor does it relieve Licensee
from the payment of license fees specified in Attachment B.

14.4 WAIVER AND AMENDMENT. The waiver by either party of a breach of or a
default under any provision of this Agreement shall not be construed as
a waiver of any subsequent breach of the same or any other provision of
the Agreement, not shall any delay or omission on the part of either
party to exercise or avail itself of any right or remedy that it has or
may have hereunder operate as a waiver of any right or remedy. No
amendment or modification of any provision of this Agreement shall be
effective unless in writing and signed by a duly authorized signatory of
the party sought to be bound thereby.

14.5 ASSIGNMENT. This Agreement and the licensees granted hereunder are to a
specific legal entity or legal person, not including corporate
subsidiaries or affiliates of Licensee, and are not assignable by
Licensee without Ulticom's prior written consent, nor are the
obligations imposed on Licensee delegable. Any attempt to sublicense
(except as expressly permitted herein), assigned or transfer any of the
rights, duties or obligations under this Agreement in derogation hereof
shall be null and void.

14.6 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, U.S.A., without
reference to its conflicts of law provisions. Any dispute regarding this
Agreement shall be subject to the exclusive jurisdiction of the New
Jersey state courts in and for Burlington County, New Jersey (or, if
there is exclusive federal jurisdiction, the United States District
Court for New Jersey), and the parties agree to submit to the personal
and exclusive jurisdiction and venue of these courts. This Agreement
will not be governed by the United Nations Convention of Contracts for
the International Sale of Goods, the application of which is hereby
expressly excluded.

14.7 RELATIONSHIP OF THE PARTIES. No agency, partnership, joint venture, or
employment is created as a result of this Agreement and neither Licensee
nor its agents have any authority of any kind to bind Licensor in any
respect whatsoever.

14.8 CAPTIONS AND SECTION HEADINGS. The captions and section and paragraph
headings used in this Agreement are inserted for convenience only and
shall not affect the meaning or interpretation of this Agreement.

14.9 SEVERABILITY. If the application of any provision or provisions of this
Agreement to any particular facts of circumstances shall be held to be
invalid or unenforceable by any court of competent jurisdiction, then
(a) the validity and enforceability of such provision or provisions as
applied to any other particular facts or circumstances and the validity
of other provisions of this Agreement shall not in any way be affected
or impaired thereby and (b) such provision or provisions shall be
reformed without further action by the parties hereto to and only to the
extent necessary to make such provision or provisions valid and
enforceable when applied to such particular facts and circumstances.

14.10 FORCE MAJEURE. Either party shall be excused from any delay or failure
in performance hereunder, except the payment of monies by Licensee to
Licensor, caused by reason of any occurrence or contingency beyond its
reasonable control, including but not limited to, acts of God,
earthquake, labor disputes and strikes, riots, war, novelty of product
manufacture and governmental requirements. The obligations and rights of
the party so excused shall be extended on a day-to-day basis for the
period of time equal to that of the underlying cause of the delay.

14.11 INCORPORATION OF LICENSES GRANTED UNDER PRIOR AGREEMENTS. Licenses
previously granted under prior agreements are hereby incorporated by
reference under the terms of this Agreement. Any licenses previously
granted are specifically identified in Attachment G.

14.12 ENTIRE AGREEMENT. This Agreement, including the Attachments hereto,
constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all proposals or prior agreements
whether oral or written, and all communications between the parties
relating to the subject matter of this Agreement and all past courses of
dealing or

Page 11 of 27
<PAGE>

industry custom. The terms and conditions of the Agreement shall
prevail, notwithstanding, any variance with any purchase order or other
written instrument submitted by Licensee, whether or not formally
rejected by Licensor.

14.13 ENGLISH LANGUAGE. This Agreement is in the English language only, which
language shall be controlling in all respects, and all versions hereof
in any other language shall not be binding on the parties hereto. All
communications and notices to be made or given pursuant to this
Agreement shall be in the English language.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by duly authorized representatives of the parties effective as of the date of
the Effective Date.

ULTICOM, INC. CONVERGENT NETWORKS
LICENSOR LICENSEE
<S> <C> <C> <C>

BY: /S/ KANNAN SREEDHAR BY: /S/ SALLY J. BAMENT
------------------------------------ -------------------------------------

NAME: KANNAN SREEDHAR NAME: SALLY J. BAMENT
------------------------------------ -------------------------------------

TITLE: VP - MARKETING TITLE: VP MARKETING
------------------------------------ -------------------------------------

DATE: 7/26/99 DATE: 7/22/99
------------------------------------ -------------------------------------

</TABLE>

Page 12 of 27
<PAGE>

ATTACHMENT A

LICENSOR PRODUCT DESCRIPTION

1. SignalWare(R) protocol configuration:

. SignalWare(R) Transaction Processing Package

a. ANSI SS7 Stack:
. Message Transfer Part (MTP)
. Signaling Connection Control Part (SCCP)
. Transaction Capabilities Control Part (TCAP)

b. ITU-T SS7 Stack:
. Message Transfer Part (MTP)
. Signaling Connection Control Part (SCCP)
. Transaction Capabilities Control Part (TCAP)

The above protocols are provided in accordance with the Licensor's
compliance tables.

2. SignalWare(R) CE configuration

. Simplex - Single CE
. Duplex - Dual CE

3. Platforms

. Sun with PCI bus.

4. SignalWare(R) Adapters Supported

The following SignalWare(R) Adapters are supported on the platforms above,
based on the platform bus type:

For the Sun with PCI bus:
-------------------------

. Ulticom PCI bus 2-port V.35 SignalWare(R) Adapter
. As described in Attachment E
. Ulticom PCI-bus 4-port T1/E1 SignalWare(R) Adapter
. As described in Attachment E
. Ulticom PCI-bus 8-port T1/E1 SignalWare(R) Adapter
. As described in Attachment E

5. SignalWare(R) documentation

The following documentation* is provided with the SignalWare(R) platform:

. Release Notes

Last minute changes to the documentation listed in this table,
description of new capabilities, problem corrections and the impact of
changes on applications written against SignalWare(R).

. Installation Guides
Guide to SignalWare(R) installation and initial configuration on a
particular computer platform.
. Operator's Reference Manual
Concept of Operations, including Operations, Administration and
Maintenance (OA&M). Description of User Interface.

Page 13 of 27
<PAGE>

. Application Developer's Guide
A description of how to develop applications for SignalWare(R).

. Architecture Overview Manual
Overview description of SignalWare(R) Soft Platform Architecture.

. Compliance Tables
Specifics of the Ulticom implementation of many communication
protocols such as ITU-T SS7, ANSI SS7, etc.

*All these documents are provided in HTML form as part of the installed
SignalWare(R).

Page 14 of 27
<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

ATTACHMENT B

PRICING, PAYMENT SCHEDULE AND DELIVERABLES

1. Standard Pricing for Software SignalWare(R)

. Sublicense Fees for Deployment

List Price
----------

SignalWare(R) Transaction Processing Package - Simplex $[**]
SignalWare(R) Transaction Processing Package - Duplex $[**]

. Standard Volume Discount
.

----------------------------------------------------------------
LIST PRICE LICENSE PURCHASE AMOUNTS VOLUME DISCOUNT
----------------------------------------------------------------

$[**] [**]%
$[**] [**]%
$[**] [**]%
$[**] [**]%
$[**] [**]%
[**] [**]%
----------------------------------------------------------------

[**] are applicable to the [**] considered as the [**] However
[**]will be calculated on a [**] LICENSOR HAS THE RIGHT TO REVIEW, AND
BOTH PARTIES HAVE THE RIGHT TO RE-NEGOTIATE THE DISCOUNTS AFTER THIS
INITIAL PERIOD BASED ON THE ACTUAL VOLUMES ACHIEVED. HOWEVER, THIS SHOULD
NOT BE CONSTRUED AS LICENSEE'S AUTOMATIC ACCEPTANCE OF THE AFOREMENTIONED
VOLUME DISCOUNT LEVELS SUPPLIED BY LICENSOR.

----------------------------------------------------------------
TRANSACTION PROCESSING PACKAGE LIST PRICE DISCOUNT

----------------------------------------------------------------
Simplex $[**] $[**]
Duplex $[**] $[**]
----------------------------------------------------------------

. Pricing Terms

Licensee may receive an additional discount by purchasing one (1) 3-pack
of licenses by July 30, 1999 and one (1) 10-pack of licenses by January
15, 2000 at the following prices:

Duplex Transaction Processing 3 pack $[**]
Duplex Transaction Processing 10 pack $[**]

Page 15 of 27
<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

2. Maintenance and Support

. STANDARD MAINTENANCE

Annual Development and Support Site Standard Maintenance and Support
--------------------------------------------------------------------

$[**] - Primary site
$[**] - Each secondary Development Site

[**] can install [**]

Annual Standard Maintenance and Support for Sublicenses (to the benefit
-----------------------------------------------------------------------
of Licensee)
------------

. For first twenty (20) licenses support fees are as follows:

$[**] per Simplex
$[**] per Duplex

. For all subsequent licenses support fees are as follows:

$[**] per Simplex
$[**] per Duplex

. PREMIUM MAINTENANCE

Annual Development and Support Site Premium Maintenance and Support
-------------------------------------------------------------------

$[**] - Primary site
$[**] - Each secondary Development Site

3. Pricing and Discount Schedule for SignalWare(R) Adapters

. Pricing

-------------------------------
TYPE LIST PRICE
-------------------------------

4-Link PCI T1/E1 $[**]
8-Link PCI T1/E1 $[**]
2-Link PCI V.35 $[**]
2-Link ISA V.35 $[**]
-------------------------------

Page 16 of 27
<PAGE>

Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.

. SignalWare(R) Adapter Card Discount

------------------------------
QUANTITY ORDER
OR A SINGLE P.O. DISCOUNT
------------------------------
1-4 [**]%
5-9 [**]%
10-49 [**]%
50-99 [**]%
-100 [**]%
-200 [**]
------------------------------

Licensor will provide a [**] discount on all SignalWare(R) Adapter card
purchases by Licensee. These discounts are applicable to the [**]term,
considered as the "first year". However, all future review periods will be
calculated on a twelve (12) month period. Licensor has the right to
review, and both parties have the right to re-negotiate the discounts
after this initial period based on the actual SignalWare(R) Adapter card
volumes achieved. However, this should not be construed as Licensee's
automatic acceptance of the aforementioned volume discount levels supplied
by Licensor.

4. Deliverables

. One (1) master reproduction copy of each of the Software (media)
and one (1) copy of the applicable Documentation, in any format
generally available from Licensor.

5. Ship To Address for Deliverables. Bill To Address for Invoice:
-------------------------------- ----------------------------
(No P.O. Address)
Attention:Charles Chang Attention: Accounts Payable
Convergent Networks Inc. Convergent Network Inc.
2 Highwood Drive 2 Highwood Drive
Tewksbury, MA 01876 Tewksbury, MA 01876

Page 17 of 27
<PAGE>

ATTACHMENT C

SUBLICENSING TERMS

The Software may be sublicensed and distributed only in Object Code form.
Licensee shall require each recipient of any Licensee Product that contains the
Software, in whole or in part to be subject to the restrictions set forth below
in this Attachment C. Such restrictions shall be set forth either in a written
agreement signed by the recipient prior to or upon receipt of the Product, or in
a preprinted statement that accompanies the Products in a conspicuous and fully
visible manner at the time of their transfer.

Sublicense Restrictions:
------------------------

By accepting delivery of the Product or by executing a written agreement, the
recipient must agree to be bound by the restrictions in the following sections.

1. The recipient may (1) use the Software only as an integral component of the
Product; (2) make copies of the Software in machine-readable form for
nonproductive backup purposes only; and (3) use the Software only for
internal purposes and not for service bureau work, multiple-user licenses,
or time- sharing arrangements.

2. The recipient may not use, copy, modify, or transfer the Software, or any
copy, adaptation, transcription, or merged portion thereof, except as
expressly permitted by Licensor. The recipient's rights are nonexclusive
and nonassignable. If the recipient transfers possession of any copy,
adaptation, transcription, or merged portion of the Software to any other
party (except to a successor in interest of the recipient's business that
assumes all of the recipient's obligations with respect to the Software),
the recipient's rights in the Software are automatically terminated.

3. Licensor shall have the sole and exclusive ownership of all right, title,
and interest in and to the Software, including ownership of all trade
secrets and copyrights pertaining thereto, subject only to the rights and
privileges expressly granted by Licensor hereunder.

4. The recipient is not entitled to receive Source Code, and under no
circumstances may the recipient reverse-compile or reverse-assemble the
Object Code.

5. The recipient must reproduce and include in all copies of the Software
prepared by the recipient, and in all adaptations thereof, the copyright
notice(s) and proprietary legend(s) of Licensor as it appears in the
Software and on the media containing the Software supplied to the customer
by Licensee.

6. The recipient's obligations hereunder remain in effect for as long as it
continues to possess or use the Software, and such obligations shall be for
the benefit of Licensor and shall be enforceable by Licensor.

Page 18 of 27
<PAGE>

ATTACHMENT D

OEM MAINTENANCE AND SUPPORT

In consideration of the Maintenance and Support fee set forth in Attachment B,
Licensor will provide Licensee with Licensor's backend technical support
services, as further described herein.

Back-end Support.
----------------

Licensor will provide back-end support to Licensee for Problems not resolved by
Licensee pursuant to Licensee's support policies and in accordance with the
"Standard Maintenance and Support Services" provisions below.

Front-line Support.
------------------

Licensee, and not Licensor, will provide front-line, or first and second level,
technical support to its Distributors and End Users. Such support includes call
receipt, call screening, installation assistance, problem identification and
diagnosis, efforts to create a repeatable demonstration of the Problem and, if
applicable, the distribution of any defective media or Updates. Licensee agrees
that any documentation distributed by Licensee will clearly and conspicuously
state that End Users should call Licensee for technical support for the
Software. Licensor will have no obligation to furnish any assistance,
information or documentation with respect to the Software to any Distributor or
End User. If Licensor customer support representatives are being contacted by a
significant number of Licensee's Distributors or End Users then, upon Licensor's
request, Licensee and Licensor will cooperate to minimize such contact.

STANDARD MAINTENANCE AND SUPPORT SERVICES
-----------------------------------------

The following Maintenance and Support Services are provided by Ulticom, Inc.
(referred to as "Licensor") to holders of non-terminated direct license
agreements with Licensor (referred to as a "Licensee"). These services are ONLY
applicable to Licensee in support of Computing Elements ("CE's") (computer
executing a single image of an operating system) with properly licensed Software
from Licensor (referred to as a "Licensed CE"). Services are available annually
for CE's for which Maintenance and Support Services fees have been paid for the
current service period (referred to as a "Supported CE").

1. SOFTWARE UPDATE SERVICES. Licensees with Supported CE's automatically
receive one copy of new releases of Software and accompanying documentation when
they are made Generally Available (GA) by Licensor. Licensee may install the new
releases on each of the Supported CE's.
A) Major Releases. Licensor periodically produces "Major Releases" of the
Software that may contain significant new functions and problem repairs.
Major Releases are currently produced on approximately nine (9) month
intervals. Each Major Release is supported with Minor Releases and Technical
Support (see below) for twelve (12) months following the General Availability
(GA) date of the subsequent Major Release.
B) Minor Releases. During the support period for a Major Release
(approximately 9+12 = 21 months), Licensor periodically produces "Minor
Releases" that may contain new functions with limited impact and problem
corrections. Minor Releases are currently produced on approximately four (4)
to six (6) month intervals.
C) Licensor reserves the right to change the frequency of Major and Minor
Releases and to exclude from the releases, provided under Software Update
Services, new functionality that may be offered separately for an additional
fee.

2. TECHNICAL SUPPORT. Licensor shall maintain a trained staff capable of
rendering technical support and be responsible for using reasonable commercial
efforts, during Licensor's Business (8:30AM to 5PM US ET, Monday through Friday
excluding holidays) hours, to correct verifiable or reproducible Problems
(failure of the Software to conform to the documentation accompanying the
Software release) manifested on Supported CE's executing a supported Major
Release of the Software or a Minor Release thereof. Problem Reporting. Licensor
shall maintain a Customer Support Department capable of receiving Licensee
generated Problem Reports for problems manifested on Supported CE's. The
Customer Support Department is reachable during Licensor's Business hours via an
e-mail address assigned to the Licensee or via telephone.

Page 19 of 27
<PAGE>

A) Problem Reports. Problem Reports submitted by Licensee shall contain the
following information and shall be assigned a tracking number by Licensor:
I) Identification of Supported CE (Location, License Certificate Number, or
other identifying information)
II) Problem Severity, options are: (LICENSOR RESERVES THE RIGHT TO CLASSIFY
THE SEVERITY OF REPORTED PROBLEMS)
. "Severity 1, Critical", Problem causes system or applications using
Software to be down or unavailable for revenue producing service.
. "Severity 2, Serious", Problem significantly impacts system or application
using Software or makes major functions unavailable.
. "Severity 3, Minor", Problem is isolated or localized, representing an
operational nuisance that may include documentation errors.
III) Identification of Software Release in use
IV) Description of Problem
V) Circumstances Leading to the Problem
VI) Machine and Network Configuration
VII) Licensee's evaluation of the Problem
VIII) Any other reasonable analysis data available such as line monitor
traces, log files, displays, etc.
B) Problem Analysis. Within 4 Business hours of verifying that such Problem is
present, Licensor shall immediately initiate work in a diligent manner toward
development of a Problem Solution (solution that enables the Software to
substantially conform to the accompanying documentation for the release).
Licensor shall inform Licensee of the Expected Schedule for such Problem
Solution together with a Problem diagnosis within one (1) Business day for
Severity 1, Critical Problems and within two (2) Business days for Severity 2,
Serious Problems.
C) Licensee Assistance. Licensee shall assist Licensor, as reasonably
requested, to perform additional tests and gather information to aid in
Licensor's analysis of the Problem.
D) Solution Timeframe. The Expected Schedule referenced above shall include an
estimated time frame within which the Problem Solution shall be delivered.
Notwithstanding any such estimated time frame, Licensor shall make reasonable
commercial efforts to:
I) Provide a Problem Solution for Severity 1, Critical Problems within five
(5) Business Days of notification and verification,
II) Provide a Problem Solution for Severity 2, Serious Problems within ten
(10) Business Days of notification and verification.
III) Provide confirmation that Severity 3, Minor Problems will be corrected
in the next practical release with the exception that Minor documentation
problems may be deferred to the next practical Major Release.
E) Priority. Licensee shall, in its reasonable discretion, prioritize Problems
based on Licensor's input, complexity of the Problem, and/or the severity of the
Problem. The priority attached to the reported Problems shall be submitted to
Licensor by Licensee.
F) Problem Solutions. All Problem Solutions shall be deemed part of the
Software and subject to the terms and conditions of the License Agreement.
Depending on the nature of the Problem and the timing of the next scheduled
Major or Minor Release, the Problem Solution may take one of the following
forms:
I) Major or Minor Release of the Software that eliminates the adverse effect
of the Problem.
II) Problem Repair with sufficient operating instructions to implement the
Repair. Problem Repairs are only made to the latest Minor Release of the
supported Major Release or to the Major Release if a Minor Release has not
been produced.
III) Work-Around instructions to enable the Licensee to avoid the adverse
effects of the Problem, including restarting some or all of the Software
components. Subsequent Releases. Licensor shall include a correction to the
Problem that eliminates the adverse effect of the Problem in the next
practical and all subsequent releases, of the Software.

3. SUPPORT SITE. Licensor shall render the services described herein to a
single Licensee site. Licensee shall identify a single point of contact, and
suitable alternates, at the designated site to act as Licensee's representatives
to interface to Licensor.

4. CONSULTATION SUPPORT. During Licensor's Business hours, Licensor shall
provide the following telephone and e-mail consultation services for Supported
CE's pertaining to a supported Major Release of the Software or a Minor Release
thereof: Assist Licensee in the installation and configuration of Software.
Explanation of the functionality and programming interfaces provided by the
Software.
A) Assist Licensee in the isolation and determination of potential Problems.
B) Discuss with Licensee known Problems and potential work-arounds in the
supported release of the Software.
C) Assist Licensee in the installation and configuration of Licensor's
hardware products.

Page 20 of 27
<PAGE>

5. MAINTENANCE CERTIFICATES. If Licensor provides Maintenance Certificates for
Supported CE's, Licensee shall affix such certificates to the Supported CE.

6. TRAINING. Licensor will provide additional training services upon request
at Licensor's then standard training fee (which fee shall be established having
reference to the rates prevailing in New Jersey for similar services) plus
approved expenses. Training will be performed subject to Licensor's standard
training fees (including any additional fees charged for off-site training) at
Licensee's facility. Licensor will provide Licensee personnel with written
educational materials as part of each training program and will ensure that such
personnel are afforded ample opportunity to discuss with Licensor trainers the
operation of the Licensor Products (including the Software). Licensee may use
Licensor training materials for purposes of training additional Licensee
personnel concerning the Licensee Product after the initial training period for
the Licensor products or any upgrade, as the case may be. Licensor is not
obligated to provide electronic copies of training materials. Further, Licensee
is not authorized to duplicate training materials, except for its in-house
requirements.

PREMIUM MAINTENANCE AND SUPPORT SERVICES
----------------------------------------

The following Maintenance and Support Services are provided by Ulticom, Inc.,
(referred to as "Licensor") to holders of non-terminated direct license
agreements with Licensor (referred to as a "Licensee"). These services are ONLY
applicable to Licensee in support of Computing Elements ("CE's") (computer
executing a single image of an operating system) with properly licensed Software
from Licensor (referred to as a "Licensed CE"). Services are available annually
for CE's for which Maintenance and Support Services fees have been paid for the
current service period (referred to as a "Supported CE").

A) Major Releases. Licensor periodically produces "Major Releases" of the
Software that may contain significant new functions and problem repairs.
Major Releases are currently produced on approximately nine (9) month
intervals. Each Major Release is supported with Minor Releases and Technical
Support (see below) for twelve (12) months following the General Availability
(GA) date of the subsequent Major Release.
B) Minor Releases. During the support period for a Major Release
(approximately 9+12 = 21 months), Licensor periodically produces "Minor
Releases" that may contain new functions with limited impact and problem
corrections. Minor Releases are currently produced on approximately four (4)
to six (6) month intervals.
C) Licensor reserves the right to change the frequency of Major and Minor
Releases and to exclude from the releases, provided under Software Update
Services, new functionality that may be offered separately for an additional
fee.

A) Problem Reporting. Licensor shall maintain a Customer Support Department
capable of receiving Licensee generated Problem Reports for problems
manifested on Supported CE's. The Customer Support Department is reachable
during Licensor's Business hours via an e-mail address assigned to the
Licensee or via telephone.
B) Problem Reports. Problem Reports submitted by Licensee shall contain the
following information and shall be assigned a tracking number by Licensor:
I) Identification of Supported CE (Location, License Certificate Number,
or other identifying information)
II) Problem Severity, options are (LICENSOR RESERVES THE RIGHT TO CLASSIFY
THE SEVERITY OF REPORTED PROBLEMS):
. "Severity 1, Critical", Problem causes system or applications using
Software to be down or unavailable for revenue producing service.
. "Severity 2, Serious", Problem significantly impacts system or
application using Software or makes major functions unavailable.
. "Severity 3, Minor", Problem is isolated or localized, representing an
operational nuisance that may include documentation errors.
III) Identification of Software Release in use
IV) Description of Problem
V) Circumstances Leading to the Problem
VI) Machine and Network Configuration

Page 21 of 27
<PAGE>

VII) Licensee's evaluation of the Problem
VIII) Any other reasonable analysis data available such as line monitor
traces, log files, displays, etc.
C) Problem Analysis. Within 4 Business hours of verifying that such Problem
is present, Licensor shall immediately initiate work in a diligent manner
toward development of a Problem Solution (solution that enables the Software
to substantially conform to the accompanying documentation for the release).
Licensor shall inform Licensee of the Expected Schedule for such Problem
Solution D) together with a Problem diagnosis within one (1) Business day for
Severity 1, Critical Problems and within two (2) Business days for Severity
2, Serious Problems.
E) Licensee Assistance. Licensee shall assist Licensor, as reasonably
requested, to perform additional tests and gather information to aid in
Licensor's analysis of the Problem.
F) Solution Timeframe. The Expected Schedule referenced above shall include
an estimated time frame within which the Problem Solution shall be delivered.
Notwithstanding any such estimated time frame, Licensor shall make reasonable
commercial efforts to:
I) Provide a Problem Solution for Severity 1, Critical Problems within
five (5) Business Days of notification and verification,
II) Provide a Problem Solution for Severity 2, Serious Problems within ten
(10) Business Days of notification and verification.
III) Provide confirmation that Severity 3, Minor Problems will be
corrected in the next practical release with the exception that Minor
documentation problems may be deferred to the next practical Major
Release.
G) Priority. Licensee shall, in its reasonable discretion, prioritize
Problems based on Licensor's input, complexity of the Problem, and/or the
severity of the Problem. Licensee shall submit the priority attached to the
reported Problems to Licensor.
H) Problem Solutions. All Problem Solutions shall be deemed part of the
Software and subject to the terms and conditions of the License Agreement.
Depending on the nature of the Problem and the timing of the next scheduled
Major or Minor Release, the Problem Solution may take one of the following
forms:
I) Major or Minor Release of the Software that eliminates the adverse
effect of the Problem.
II) Problem Repair with sufficient operating instructions to implement the
Repair. Problem Repairs are only made to the latest Minor Release of the
supported Major Release or to the Major Release if a Minor Release has not
been produced.
III) Work-Around instructions to enable the Licensee to avoid the adverse
effects of the Problem, including restarting some or all of the Software
components. Subsequent Releases. Licensor shall include a correction to
the Problem that eliminates the adverse effect of the Problem in the next
practical and all subsequent releases, of the Software.
I) Subsequent Releases. Licensor shall include a correction to the Problem
that eliminates the adverse effect of the Problem in the next practical
and all subsequent releases, of the Software.

4. Consultation Support. 24 hours per day, 7 days per week, Licensor shall
provide the following telephone and e-mail consultation services for Supported
CE's pertaining to a supported Major Release of the Software or a Minor Release
thereof:
a) Assist Licensee in the installation and configuration of Software.
b) Explanation of the functionality and programming interfaces provided by
the Software.
c) Assist Licensee in the isolation and determination of potential Problems.
d) Discuss with Licensee known Problems and potential work-arounds in the
supported release of the Software.
e) Assist Licensee in the installation and configuration of Licensor's
hardware products.

5. EXTENDED HOURS. During extended hours from 5:00 P.M. to 8:00 A.M. weekdays,
all day Saturday and Sunday and scheduled Licensor holidays, Licensor will
conduct its best offer to respond to Licensee telephone inquiries within no more
than sixty (60) minutes of receipt of Licensee's problem notification.

6. MAINTENANCE CERTIFICATES. If licensor provides maintenance Certificates for
supported CE's, Licensee shall affix such certificates to the Supported CE.

7. TRAINING. Licensor will provide additional training services upon request at
Licensor's then standard training fee (which fee shall be established having
reference to the rates prevailing in New Jersey for similar services) plus
approved expenses. Training will be performed subject to Licensor's standard
training fees (including any additional fees charged for off-site training) at
Licensee's facility. Licensor will provide Licensee personnel with written
educational materials as part of each training program and will ensure that such
personnel are afforded ample opportunity to discuss with Licensor trainers the
operation of the Licensor Products (including the Software). Licensee may use
Licensor training materials for purposes of training additional Licensee
personnel concerning the Licensee Product after the initial training period for
the Licensor products or any upgrade, as the case may be. Licensor is not
obligated to provide electronic copies of training materials. Further, Licensee
is not authorized to duplicate training materials, except for its in-house
requirements.

Page 22 of 27
<PAGE>

ATTACHMENT E

INTERFACE ADAPTER HARDWARE - CUT SHEETS

Page 23 of 27
<PAGE>

ATTACHMENT F

SIGNALWARE(R)ADAPTER LIMITED WARRANTY AND REPAIR SERVICE

Ulticom, Inc., (referred to as "Ulticom" provides the following Limited Warranty
and Repair Services to original Purchasers of Ulticom SignalWare(R) Adapter
cards (referred to as "Product"). The Repair Services described apply to both
in-warranty and out-of-warranty repairs.

1. TWELVE (12) MONTH LIMITED WARRANTY. Ulticom warrants to the original
Purchaser that this Product will be free from defects in material and/or
workmanship for twelve (12) months from the date of shipment (referred to as the
"Warranty Period"). During the Warranty Period, Ulticom will correct any defects
in material or workmanship, or any failure of the Product to perform as
specified in the Documentation, at no charge for labor or materials. Shipping
costs must be prepaid by the original purchaser. Any replacement parts/products
will be new or serviceably used, and are warranted for the remainder of the
original Warranty Period or ninety (90) days from the date of shipment,
whichever is longer. The original purchaser must promptly notify and return to
Ulticom any Product that is defective in material and/or workmanship. In all
events Product must be returned to Ulticom before expiration of the Warranty
Period. This warranty is not transferable.
A) This Limited Warranty covers normal use. Ulticom does not warrant or
cover:
. damage during shipment other than original shipment to Purchaser;
. damage caused by impact with other objects, dropping, falls, spilled
liquids, or immersion in liquids;
. damage caused by a disaster such as a fire, flood, wind, earthquake, or
lightning;
. damage caused by unauthorized attachments, alterations, modifications or
foreign objects;
. damage caused by improper installation;
. damage caused by connecting improper line interface facilities;
. damage caused by failure to provide a suitable installation environment for
the Product;
. damage caused by the use of the Product for purposes other than those for
which it was designed;
. damage from improper maintenance;
. damage caused by any other abuse, misuse, mishandling, or misapplication.
B) Ulticom's liability for failure to repair the Product to conform to
warranty after a reasonable number of attempts will be limited to a
replacement of the Product or, at Ulticom's option, to a refund not to exceed
the purchase price of the Product. These remedies are the Purchasers
exclusive remedies for breach of warranty.
C) Under no circumstances but are not limited to, loss of profits, loss of
revenue, loss of data, loss of use of the hardware system or any associated
equipment, cost of capital, cost of substitute or replacement equipment,
facilities or services, down time, Purchaser's time, the claims of third
parties, including customers, and injury to property.
D) Disclaimer of Warranties. THE WARRANTY STATED ABOVE IS THE ONLY WARRANTY
APPLICABLE TO THIS PRODUCT. ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED
(INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE), ARE HEREBY DISCLAIMED. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY ULTICOM, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR
IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

2. PRODUCT RETURN AND REPAIR. PURCHASER, WITH THE Product name and serial #
ready (along with the license # or other identifying information for the
Software system used in conjunction with the Product), may call the Ulticom
Customer Service Department during Ulticom Business (8:30AM to 5PM US ET, Monday
through Friday, excluding holidays) hours.
A) A Ulticom Customer Support Representative (CSR) will discuss the problem
over the telephone. If the CSR determines that a Product is defective and
should be repaired, the CSR will provide instructions for the return of the
defective Product to Ulticom and the CSR will issue a Return Material
Authorization (RMA) number. An RMA number must accompany all Product returned
to Ulticom for repair.
B) The Product must be packed carefully, using the original box and packing
material or similar packaging. A written description of the problem, RMA
number, return address, and the name and telephone number of the Purchaser's
employee directly responsible for the maintenance of the Product must be
included in the package. The RMA must appear clearly on the outside of box
and the Product must be shipped back to Ulticom freight prepaid and insured.
Ulticom assumes no responsibility for the Product during shipment from
Purchaser to Ulticom

Page 24 of 27
<PAGE>

C) The shipping address for returned Products is:

Ulticom, Inc.
Attn: RMA # (Your RMA Number)
-----------------
1020 Briggs Road
Mt. Laurel, NJ 08054 USA

D) Upon receipt of the Product, Ulticom Inc. will, at its option, repair or
replace the Product in order to restore the Product to proper operating
condition and will make reasonable commercial efforts to return ship according
to enclosed return address within fifteen (15) Business days from receipt at
Ulticom. Ulticom will pay for shipping back to Purchaser via the method of
Ulticom' choice.
E) Expedited Service. Expedited Service may be requested when requesting an RMA
number for Products within the Warranty Period. When Expedited Service is
requested, Ulticom will return ship the Product within five (5) Business days
from receipt at Ulticom. The cost for Expedited Service will be quoted by the
CSR and is per individual Product in addition to any non-warranty repair
charges. A purchase order must be enclosed with the returned Product.
F) Product Replacement Service. Product Replacement Service may be requested
when requesting an RMA number for Products within the Warranty Period. When
Product Replacement Service is requested, Ulticom will ship a Product
Replacement within (1) Business day from receiving a purchase order for the
Product Replacement Service charges. The cost for Product Replacement Service
will be quoted by the CSR and is per individual Product in addition to any non-
warranty repair charges. If the Product being replaced is not received by
Ulticom within fifteen (15) Business days from the shipment date of the Product
Replacement, the Purchaser will be charged the current list price for the
Product Replacement.
G) Out-Of-Warranty Repairs. After the Product is received at Ulticom, the
Product will be assessed and a repair estimate will be provided to the
Purchaser. Repairs will not begin until a Purchase Order is received for the
estimated cost of repairs. Ulticom will make reasonable commercial efforts to
return ship according to the return address within fifteen (15) Business days
from receipt of the Purchase Order at Ulticom. IN THE EVENT A PRODUCT IS
RETURNED FOR REPAIR AND NO TROUBLE IS FOUND, AN OUT-OF-WARRANTY REPAIR CHARGE
WILL APPLY.
H) Extended Warranty. For additional extended warranty fees, payable at the
time of purchase, the Warranty Period may be extended from the 12 months
included with the Product at no charge to 24, 36, 48, 60, or 72 months. Please
consult Ulticom sales for a price quotation.

Page 25 of 27
<PAGE>

ATTACHMENT G

INCORPORATION OF LICENSES GRANTED UNDER PRIOR AGREEMENTS

The following licenses granted under the terms of prior agreements are
incorporated into this Agreement:

License Sold to Convergent
--------------------------
ULTICOM
CUST PO# PRICE LICENSE # DATE SOLD INVOICE
-------- ----- --------- --------- -------

Page 26 of 27
<PAGE>

ATTACHMENT H

Year 2000 Compliance

Ulticom, Inc. is committed to the continued delivery and support of its world-
class SignalWare(R) products and to insuring that our products are Year 2000
compliant.

Year 2000 compliance shall mean, Ulticom products which incorporate or process
date-related information, will correctly recognize, input, store, process,
calculate, compare, manipulate, manage and output date-related data containing
20th, 21st century, and multi-century dates, including single century formulas,
multi-century formulas and leap year calculations.

The SignalWare(R) and Client SignalWare(R) products are Year 2000 compliant
beginning with SignalWare(R) version 6.02. The SignalWare(R) products Year
2000 compliance is contingent upon Ulticom testing and certifying the
SignalWare(R) products upon operating systems and hardware platforms which are
themselves Year 2000 compliant.

Ulticom SignalWare(R) compliance is dependent upon all other computer products
used with it recognizing and exchanging accurate date related information. We
urge our customers to test and upgrade their hardware and software
configurations as well any internally developed applications to insure that they
are Year 2000 Compliant.

Page 27 of 27