OSICOM TECHNOLOGIES INC
8-K, 2000-06-07
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 9, 2000




                            OSICOM TECHNOLOGIES, INC.

               (Exact name of Registrant as specified in charter)



                         Commission File number: 0-15810

                 New Jersey                           22-2367234
     (State or other jurisdiction of       (IRS Employer Identification Number)
      incorporation or organization)


         2800 28th Street, Suite 100
         Santa Monica, California                      90405
  (Address of principal executive offices)          (Zip Code)


                                 (310) 581-4030
              (Registrant's telephone number, including area code)



<PAGE>


ITEM 5.  OTHER EVENTS

         On March 9, 2000,  Sorrento  Networks,  Inc., one of our  subsidiaries,
entered  into  a  Strategic   Alliance   Agreement  with  INRANGE   Technologies
Corporation  of Mount  Laurel,  New Jersey,  a subsidiary  of SPX Corp.,  giving
INRANGE  exclusive  worldwide  distribution  right  to sell  Sorrento's  optical
networking  products for use in the storage area network market for corporate or
"enterprise"  accounts.  The exclusivity is conditioned  upon INRANGE  achieving
certain purchase amounts  specified on Exhibit B to the Agreement.  In addition,
INRANGE  acquired a minority  equity  position  in Sorrento as part of an equity
financing  completed  by  Sorrento  during the first  quarter of its 2001 fiscal
year. Copies of the agreement and a press release  announcing this agreement are
included as exhibits  to this  current  report.  Sorrento  develops  and markets
metropolitan  optical networking systems that are used in interoffice and access
telecommunications networks.


ITEM 7(c).         EXHIBITS

     10.9  Strategic  Alliance  Agreement  dated March 9, 2000 between  Sorrento
Networks, Inc. and INRANGE Technologies Corporation.

           99.     Press Release dated June 6, 2000



<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             OSICOM TECHNOLOGIES, INC.


DATE:   June 6, 2000                         By:   /s/Christopher E. Sue
                                                 --------------------------
                                                      Christopher E. Sue
                                                      Vice-President Finance



<PAGE>



                                  EXHIBIT 10.9

                          STRATEGIC ALLIANCE AGREEMENT

     Strategic Alliance Agreement dated and effective as of March 9, 2000 by and
between Sorrento Networks, Inc., a California corporation  ("Sorrento"),  having
an  address  at 9990 Mesa Rim Road,  San  Diego,  California  92121 and  INRANGE
Technologies Corporation, a Delaware corporation ("INRANGE"),  having an address
at 13000 Midlantic Drive, Mount Laurel, New Jersey 08054.

     WHEREAS, Sorrento is engaged in the business of developing,  manufacturing,
marketing  and selling  optical  networking  products;  and

     WHEREAS,  INRANGE is engaged in the business of developing,  manufacturing,
marketing and selling  networking  solutions for the storage  networking market;
and

     WHEREAS,   Sorrento  and  INRANGE   (individually,   each  a  "Party,"  and
collectively,  the "Parties") wish to jointly work to develop and market optical
networking solutions to the storage networking market;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and conditions contained herein, the Parties agree as follows:



<PAGE>


     1.  Appointment  as  Distributor.  Sorrento  hereby  appoints  INRANGE  its
exclusive distributor  throughout the world, and gives INRANGE the right to sell
Sorrento's optical networking products, now existing and identified on Exhibit A
attached  hereto,  or  hereafter  developed  and  added to  Exhibit  A by mutual
agreement of the Parties (the "Products"), in the Field (as defined below) only,
however the Parties  agree to add to Exhibit A any  optical  networking  product
hereafter  developed by Sorrento that is a  replacement,  enhancement or logical
extension to a Product which has an application in the Field.

     For purposes of this Agreement, the "Field" shall mean the storage networks
of enterprise customers only, such storage networks understood to be those whose
primary traffic is by and between separate Processing Systems (as defined below)
or between Processing  Systems and Storage Systems (as defined below),  provided
however that the Field shall not include any network or storage  network sold or
supplied  by, or wholly- or  majority-owned  by any  telecommunications  service
provider,  or any  network or storage  network  in which all or  materially  all
resources   are   provided   by  a   telecommunications   service   provider  or
telecommunications   services   providers  on  an  outsourced   basis.   INRANGE
acknowledges that it is generally familiar with the Products and their uses, the
marketing  requirements  of  Sorrento,  and  the  marketing  conditions  for the
Products.

     As referred  to herein,  Storage  System  shall be  understood  to mean any
collection of devices designed and built primarily for the purpose of persistent
data  storage  and  delivery.  The storage  devices  may  operate  with fixed or
removable storage media.  This definition is specifically  intended to encompass
disk drives, tape drives, RAID array subsystems, robotic tape libraries, filers,
file servers, and any other types of storage devices.

     As referred to herein, Processing System shall be understood to mean one or
more computer  elements that perform  operations on data, each element typically
having a local or shared memory,  central processing element and an input-output
system.

     2.  Undertakings  of Sorrento.  During the term of the Agreement,  Sorrento
shall:

     (a) Supply the  Products to INRANGE  ready for use;

     (b)  Make  available  to  INRANGE  information  in  Sorrento's   possession
concerning the Products, their qualities and uses, and techniques and methods of
marketing  them;

     (c) Aid INRANGE in  improving  the sales of the  Products,  and to this end
shall furnish a reasonable quantity of English language data sheets,  brochures,
technical bulletins and operating instructions to INRANGE at no cost;

     (d) Provide to INRANGE,  at Sorrento's  cost,  color  separations  for such
marketing  and  advertising  materials in order that  INRANGE may print,  at its
cost, such material in languages other than English;

     (e) Participate with INRANGE in quarterly product/business reviews and such
other meetings  necessary to review  market,  pricing,  technology,  third-party
infringement  and other  matters  relevant  to the past and  future  sale of the
Products;



<PAGE>


     (f)  Immediately  and fully  advise  INRANGE  of any  suit,  claim or legal
complaint known to Sorrento resulting from the claimed infringement or violation
of any patent,  trademark  or  copyright by the Products or relating to material
Product defects;

     (g) Comply with, and use its reasonable  commercial efforts to keep INRANGE
advised  with  respect  to,  all laws,  licensing  regulations  and  rulings  of
governmental  bodies having jurisdiction over Sorrento's business concerning the
sale of Products; and

     (h) Provide  reasonable  technical support to enable INRANGE to fulfill its
obligations  under  Sections 3, 10 and 11 of this  Agreement,  including but not
limited to, its  obligations  to provide  sales  training.

     3.  Undertakings  of INRANGE.  During the term of this  Agreement,  INRANGE
shall:

     (a) Vigorously distribute and sell the Products throughout the world;

     (b) Advise  Sorrento's Vice President of Sales or other designated  manager
in quarterly product/business reviews, and such other meetings, as called for in
Section 2(e),  about sales progress,  pricing,  marketing  conditions,  customer
reactions and  suggestions  concerning  Products,  and  activities of Sorrento's
competitors,  and in  particular  INRANGE will provide  Sorrento  with a written
report  within  thirty (30) days of the end of each  quarter of the  quantity of
each Product sold and installed,  and the customer name and address with respect
to all Products sold and installed;

     (c) Develop and carry on a vigorous promotional program with respect to the
Products,  including but not limited to the use of mailing  lists,  advertising,
publication  of  technical  articles  and  participation  in  industry,   trade,
professional  and other meetings,  exhibitions and fairs;

     (d)    Train    the     service     people    of     INRANGE     and    the
integrators/resellers/distributors    appointed    by    INRANGE    (hereinafter
collectively, the "Integrators"),  as applicable, in the operation and repair of
the  Products;

     (e) Provide  help desk,  first and second  level  support for all  Products
purchased  by INRANGE  under  this  Agreement;

     (f) Train the sales and service people of INRANGE and the  Integrators,  as
applicable,  in the proper  service of the  Products  with  end-users  and under
actual applications of the Products;

     (g) Establish key sites using the Products for reference sales;

     (h) Monitor the  performance  of its sales and service  people,  as well as
those of the Integrators;

     (i) Obtain, at its cost, any governmental  permits or approvals required to
market or sell the Products in any  jurisdiction,  provided that Sorrento  makes
the modifications to the Products required by the regulatory authorities of such
jurisdictions;

     (j)  Attend  sales  meetings,  technical  conferences  and  other  Sorrento
meetings as might be appropriate and mutually agreed;

     (k)  Immediately  and fully  advise  Sorrento  of any suit,  claim or legal
complaint known to INRANGE resulting from the claimed  infringement or violation
of any patent,  trademark  or  copyright by the Products or relating to material
Product defects;

     (l)  Immediately and fully advise Sorrento if, to the knowledge of INRANGE,
anyone is infringing or violating  any patent,  trademark or copyright  owned or
used by Sorrento with respect to the Products or is attempting or planning to do
so;

     (m) Comply with, and use its reasonable commercial efforts to keep Sorrento
advised  with  respect  to,  all laws,  licensing  regulations  and  rulings  of
governmental  bodies having  jurisdiction over INRANGE's business concerning its
sale of Products; and

     (n) Not utilize any promotional  material  prepared by INRANGE with respect
to any of the  Products  without  obtaining  the  prior  approval  thereof  from
Sorrento,  it being understood that any non-English material will be provided to
Sorrento in English translation.

     4. Sales and Performance.

     (a) During the initial term of this  Agreement,  INRANGE's  target purchase
amounts from Sorrento,  expressed in U.S. dollars,  shall be an aggregate of one
hundred  twenty-five  million  dollars (USD$  125,000,000),  with the respective
annual  target  purchase  amounts  being  as set  forth  on  Exhibit  B to  this
Agreement.  The  Parties  shall  mutually  agree on the annual  target  purchase
amounts for each year of any subsequent  renewal term of this Agreement at least
ninety (90) days prior to the expiration of the preceding  term.  Sorrento shall
have the right,  subject to Sections  4(b) and 4(c)  below,  to  terminate  this
Agreement with sixty (60) days prior written notice to INRANGE in the event that
INRANGE fails to purchase at least (i) fifteen  percent (15%) of the  applicable
year's target purchase amount of the Products during any of the four three-month
quarters  during  such  year  beginning  on the  date of this  Agreement  or any
anniversary thereof or (ii) seventy-five  percent (75%) of the applicable year's
target  purchase  amount as of the final date of such target  year.  The Parties
acknowledge  that start-up  training and other  coordination  activities will be
required  during  the  first  three-month  quarter  immediately   following  the
execution of this Agreement (the "Transition Period"),  and therefore agree that
INRANGE shall not be required to meet its target purchase  amount,  as described
in subsection (i) above, during the Transition Period. INRANGE agrees to use its
commercially  reasonable  efforts to meet its target purchase amount established
for the  Transition  Period.

     (b) In the event that  INRANGE has failed to meet a  three-month  or annual
minimum purchase amount as set forth in Section 4(a)(i) and 4(a)(ii) above (i.e.
15% and 75% of the total target purchase amount for that year, respectively) due
to (i) product  deficiency,  (iii) product  performance or  reliability  issues,
(iii) supply or delivery delays by Sorrento, or (iv) competitive market pricing,
and INRANGE's President, Vice President of Program Management or Chief Financial
Officer has provided  written notice thereof to the Chief  Financial  Officer of
Sorrento  within a reasonable  time after first  becoming  aware that any of the
items (i)  through  (iii) set forth in this  Section  4(b) would have a material
impact on its ability to sell the Products, and Sorrento has failed to cure such
deficiency,  issue or delay,  if any, in a timely  manner,  then Sorrento  shall
waive its right to terminate this Agreement  according to Section 4(a) above and
INRANGE  shall  have,  in its  sole  discretion,  the  right to  terminate  this
Agreement with immediate effect.



<PAGE>


     (c) In the event that  INRANGE has failed to meet a  three-month  or annual
minimum  purchase  amount as set forth in Section 4(a)(i) and 4(a)(ii) above due
to reasons  specified in Section 30 (Force Majeure),  Sorrento may not terminate
this Agreement except in accordance with Section 30.

     (d) In the event that INRANGE has identified a geographic market outside of
the United States for the Products  (the "New  International  Market"),  and the
Products must be modified in order for INRANGE to obtain governmental permits or
approvals  in order to sell or market  the  Products  in such New  International
Market,  and INRANGE  notifies  Sorrento of this requirement in a timely manner,
and  Sorrento  fails to respond to such  notice in a timely  manner or  notifies
INRANGE in a timely  manner  that it declines  to so modify the  Products,  then
INRANGE shall have the right, in its sole  discretion,  to obtain an alternative
source of products to be sold in the New International Market only.

     5.  Prices and Terms.  The  Products  will be sold to INRANGE at a price or
prices  (the  "Sorrento  Sales  Price(s)")  reflecting,   among  other  factors,
INRANGE's selling cost,  Sorrento's  engineering  research and development cost,
and Sorrento's cost of goods sold for the Products. The Parties shall review the
Sorrento Sales Price(s) on a quarterly basis and will make  adjustment,  if any,
to such Sorrento  Sales  Price(s) for all future sales by Sorrento to INRANGE as
the Parties may agree.  Nothing in this  Agreement  shall be  construed  to give
Sorrento the right to establish the price at which INRANGE sells Products to its
Integrators  or  end-user  customers.  Sales  to  INRANGE  will be  made  F.O.B.
Sorrento's  San Diego,  California,  facility  unless  otherwise  designated  by
Sorrento,  and will be invoiced upon shipment and due thirty (30) days, net. All
payments shall be in U.S. dollars.

     6.  Forecasts  and Purchase  Orders.  INRANGE will provide to Sorrento each
month during the term of this Agreement a forecast for the next 180-day  period.
Products  will be sold and delivered in  accordance  with firm  purchase  orders
delivered at least 60 days in advance of the requested  delivery date.  Sorrento
will make all  commercially  reasonable  efforts  to fill  purchase  orders on a
timely basis,  to the extent that such  purchase  orders,  in aggregate,  do not
exceed by more than  fifteen  percent  (15%) the most  recent  forecast  for the
applicable  period.  Sorrento  acknowledges  that  time is of the  essence  with
respect to delivery of forecasted,  accepted purchase orders and agrees that, in
the event  Sorrento  fails to deliver a forecasted,  accepted  order on a timely
basis,  INRANGE  may  cancel  the order  without  cost or  liability  (provided,
however,  such order shall still be credited in favor of INRANGE in  calculating
INRANGE's  minimum  purchase  amounts under Section 4 above).  Sorrento  further
agrees  that,  in the event  there is a shortage  of  Products,  Sorrento  shall
allocate  Products  to  INRANGE  in at least the same  proportion  as  INRANGE's
forecasted orders for Products bear to Sorrento's forecasted orders for Products
in all markets;  provided,  however, that upon either Party's request, the other
Party shall consider in good faith,  and not  unreasonably  withhold its consent
to,  reasonable  modifications  to the  foregoing  allocation  in the event of a
shortage.

     7. Trademarks;  Packaging.  Products delivered to INRANGE shall bear a name
and/or  trademark  owned by or licensed to Sorrento and a name and/or  trademark
owned by or licensed  to INRANGE  (hereinafter,  "co-brand")  or, if agreed upon
from time to time by the  Parties in each  Party's  sole  discretion,  a name or
trademark  owned by or licensed to Sorrento  only,  in which event INRANGE shall
resell the Products  bearing such name and/or  trademark owned by or licensed to
Sorrento  only.  Sorrento will not co-brand any internal  components or software
contained  within  the  Products.  Except  with the  prior  written  consent  of
Sorrento, INRANGE shall resell the Products in their original packages and shall
make no changes,  additions or  alterations  whatsoever to the  Products,  or to
Sorrento's  packaging,  trademarks or labels, nor be deemed to acquire any right
in any patent,  trademark,  or copyright  owned or used by Sorrento.  Similarly,
Sorrento shall not be deemed to acquire any right in any patent,  trademark,  or
copyright owned or used by INRANGE.

     8. Rights and  Obligations  Regarding  Software  Source Code.  All software
source code  incorporated in the Products  ("Software Source Code") shall remain
the sole property of Sorrento. INRANGE acknowledges that Software Source Code is
valuable to Sorrento and agrees to use reasonable care to prevent  disclosure to
others of Software Source Code in INRANGE's possession or on INRANGE's premises.
Because of the highly  technical  nature of  Software  Source  Code and the high
probability  that any  modification  of it, however minor,  could  significantly
affect the performance of the Products to which it applies,  INRANGE agrees that
it shall not modify,  or allow the  modification  of Software  Source  Code,  by
end-users in any manner  whatsoever  other than by, or with the express  written
consent  of  Sorrento.  INRANGE  agrees  to  indemnify  and hold  Sorrento,  its
employees,  agents, subsidiaries and affiliates harmless from any claim or loss,
including  costs  thereof,  attributable  to any such  modification  of Software
Source Code in violation of this Section herein.

     9.  Limitation of Liability for Damages.  NEITHER PARTY SHALL, IN ANY CASE,
BE LIABLE FOR SPECIAL,  INCIDENTAL OR CONSEQUENTIAL  DAMAGES ARISING FROM BREACH
OF WARRANTY,  BREACH OF CONTRACT,  NEGLIGENCE,  OR ANY OTHER LEGAL THEORY.  SUCH
DAMAGES  INCLUDE,  BUT ARE NOT LIMITED TO, LOSS OF PROFITS OR REVENUES,  LOSS OF
USE OF  EQUIPMENT  OR ANY  ASSOCIATED  EQUIPMENT,  COST OF CAPITAL,  COST OF ANY
SUBSTITUTE  EQUIPMENT,  FACILITIES  OR  SERVICES,  DOWNTIME  COSTS OR  CLAIMS OF
CUSTOMERS  FOR SUCH  DAMAGES.  IN NO EVENT WILL  EITHER  PARTY'S  LIABILITY  FOR
DAMAGES UNDER THIS AGREEMENT,  FOR ANY CAUSE AND NATURE  WHATSOEVER,  OTHER THAN
(I) ITS BREACH OF SECTION 14 OF THIS AGREEMENT,  (II) ITS LIABILITY WITH RESPECT
TO THIRD PARTY CLAIMS  RELATING TO ITS  DEFECTIVE  PRODUCTS OR SERVICES OR (III)
ITS OBLIGATIONS UNDER SECTION 10(b) OF THIS AGREEMENT, REGARDLESS OF THE FORM OF
ANY CLAIM OR ACTION UNDER THIS  AGREEMENT,  EXCEED THE HIGHER OF (1) TEN MILLION
DOLLARS  ($10,000,000)  OR (2) THE AGGREGATE  PRICE PAID BY INRANGE FOR PRODUCTS
UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY  PRECEEDING
THE OCCURRENCE OF SUCH DAMAGES.

     10.  Warranties;  Responsibility for Claims. In order to distribute between
themselves  the  responsibility  for claims arising out of this  Agreement,  and
except as otherwise  specifically  provided for and limited herein,  the Parties
agree as follows:

     (a) Sorrento warrants that Products furnished under this Agreement will, at
the  time of  initial  shipment,  be in  conformity  with  Sorrento's  published
specifications and free from defects in material and workmanship for a period of
thirteen  (13)  months,  with  such  warranty  period  beginning  on the date of
shipment  of the Product by INRANGE to  INRANGE's  end-user  customer.  Sorrento
will, at its own expense and option, repair or replace the defective hardware or
software  and/or  refund the monies paid by INRANGE  provided  that  Sorrento is
notified  (electronically or in writing) within the warranty period.  INRANGE or
its end-user  customer shall notify Sorrento  (electronically  or in writing) of
any defect and obtain  Sorrento's  approval  prior to the return of any Products
for repair and/or  replacement on an exchange basis, and any replacement may, at
Sorrento's  option,  be  either  new or  reconditioned.  At  INRANGE's  request,
Sorrento shall make available, for its then current fee, to be specified as part
of the  Sorrento  Sales  Price(s),  a warranty  service  which  provides for all
replacements   to  be  made  with  new  Products  or  new   replacement   parts.
Transportation  charges on any  Products  returned  from  INRANGE  or  INRANGE's
end-user  customer to  Sorrento  shall be at  INRANGE's  or  INRANGE's  end-user
customer's  expense,  and any Product returned to INRANGE or INRANGE's  end-user
customer from Sorrento  shall be at Sorrento's  expense.  The warranty  provided
herein shall be void in the event that: (i) the Product fails,  malfunctions  or
is damaged as a result of improper handling, installation, maintenance, removal,
modification or repair or, (ii) the Product is accidentally  damaged,  subjected
to abuse or improper use.  Sorrento  agrees to defend and hold INRANGE  harmless
against  any  and all  claims,  suits,  proceedings,  expenses,  recoveries  and
damages,  including  court  costs and  reasonable  attorneys  fees and  expenses
arising  out of  alleged  defects  in  materials,  workmanship  or design of the
Products,  or the packaging of them by Sorrento or its suppliers,  except to the
extent that such arise from a wrongful  act or  omission  by INRANGE.  EXCEPT AS
STATED IN  SECTION 10 OF THIS  AGREEMENT,  SORRENTO  MAKES NO OTHER  WARRANTIES,
EXPRESS OR IMPLIED,  INCLUDING  WARRANTIES  AS TO  MERCHANTABILITY  OR AS TO THE
FITNESS OF THE  PRODUCTS  FOR ANY  PARTICULAR  USE OR  PURPOSE,  AND,  EXCEPT AS
PROVIDED IN SECTION 10, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE,  DIRECTLY OR
INDIRECTLY,  ARISING  FROM THE USE OF SUCH  PRODUCTS.  Sorrento  shall  maintain
comprehensive general and product liability insurance in such amount as ordinary
good  practice for its type of business  would  require.  INRANGE will  promptly
notify  Sorrento  of any such claim or demand that comes to its  attention.

     (b) Sorrento shall indemnify and hold INRANGE, its Integrators and end-user
customers  harmless against any and all claims,  suits,  proceedings,  expenses,
recoveries, and damages, including court costs and reasonable attorneys fees and
expenses,  arising out of the  infringement of any United States patent or other
intellectual  property  right by the Products  furnished  to INRANGE  under this
Agreement,  and Sorrento shall, at its own expense,  defend all claims, suits or
actions of infringement  against INRANGE, its Integrators and end-user customers
provided  that  Sorrento is notified of such claims,  suits and actions,  and is
given all necessary documentary evidence in INRANGE's  possession,  and is given
sole control for the defense, negotiation, settlement and/or compromise thereof.
INRANGE shall render reasonable  assistance to Sorrento. In the event of such an
infringement  charge,  Sorrento  shall:  (i) obtain a license for  INRANGE,  its
Integrators  and  end-user  customers  to  continue  the  use  of  or  sell,  as
applicable,  the infringing Product purchased from Sorrento;  or (ii) replace or
modify the  infringing  Product so as to be equal but  non-infringing;  or (iii)
refund the  purchase  price paid to  Sorrento  by  INRANGE  for such  infringing
Product,  less  depreciation  of the Product based on a Product life of five (5)
years,   and  remove  said   Product.   INRANGE   agrees   that  the   foregoing
indemnification  shall  not  apply to any  claim of  infringement  which  may be
brought against Sorrento because of compliance with INRANGE's  particular design
requirements,  specifications, or instructions. Sorrento shall have no liability
for any  costs,  loss or  damages  resulting  from:  (i) the use of any  Product
furnished  hereunder  in  combination  with any other  product  not  supplied by
Sorrento;  (ii) willful  wrongful  acts of INRANGE;  or (iii) any  settlement or
compromise incurred or made by INRANGE without Sorrento's prior written consent.
Sorrento  shall not have any  liability to INRANGE  under any  provision of this
clause if the  infringement  is based upon the use of any  software or equipment
not  furnished by Sorrento,  or if the Product is used in a manner for which the
Product was not designed. The above states the entire liability of Sorrento with
respect to infringement by the Product,  or by its operation,  and is in lieu of
all other  infringement  warranties,  express,  implied or statutory,  in regard
thereto.

     (c)  INRANGE  agrees to defend and  indemnify  and hold  Sorrento  harmless
against  any and all  claims,  suits,  proceedings,  expenses,  recoveries,  and
damages,  including court costs and reasonable  attorneys fees and expenses,  in
connection with any of the Products sold by INRANGE arising out of, based on, or
caused  by  statements,  whether  written  or  oral,  made  by  INRANGE  in  its
advertising, publicity, promotion or sale of any of the Products which expresses
a warranty beyond that set forth in Section 10 hereof (but only to the extent of
such  excess),  or in the  delivery,  installation  and service of the Products,
except  to the  extent  that such  arise  from a  wrongful  act or  omission  by
Sorrento.  INRANGE shall maintain  comprehensive  general and product  liability
insurance  in such amount as ordinary  good  business  practice  for its type of
business would require.  Sorrento will promptly notify INRANGE of any such claim
or demand that comes to its attention.



<PAGE>


     (d) Any on-site  labor in  connection  with  Products  purchased by INRANGE
shall be  performed  by  INRANGE  or its  Integrators.  Sorrento  will  exchange
Products or parts  thereof  covered by  warranty  with  replacement  Products or
parts,  as  the  case  may  be.  Sorrento  agrees  to  undertake  any  necessary
non-warranty  repairs at prices  established  by  Sorrento.  Sorrento  agrees to
provide on an annual basis one training session for INRANGE service  technicians
and applications  technicians at Sorrento's manufacturing location in San Diego,
California,  at no charge to INRANGE;  however,  INRANGE  shall pay the costs of
travel and lodging for such  trainees.  This training  will include  instruction
necessary  to enable  INRANGE  personnel  to  perform  diagnosis  and  repair of
equipment  and  performance  problems as required  to maintain  the  Products in
proper and intended  working/operating  condition  and capable of providing  the
specified Product functionality and capabilities.

     11. Installation and Maintenance. All Products sold by INRANGE that require
installation shall be installed by INRANGE, or its Integrators,  as requested by
the end-user customer at no charge to Sorrento. INRANGE or its Integrators shall
instruct the end-user customer in proper maintenance of the Products at the time
of sale and installation, in keeping with Sorrento's standards and instructions.

     12. Remove or Recall.  During the term of this  Agreement,  and any renewal
period thereafter,  upon notice from Sorrento,  INRANGE, on a reasonable efforts
basis,  shall comply with  Sorrento's  reasonable and  practicable  instructions
regarding  removal or recall of any of the Products  from  INRANGE's  warehouse,
Integrators  or end-user  customers.  INRANGE  shall keep records  sufficient to
permit it to effect  such a removal  or recall  and upon  Sorrento's  reasonable
request,  shall  provide such records to Sorrento.  All of INRANGE's  reasonable
costs and  expenses  relating to the  removal or recall of Products  pursuant to
this Section 12 shall be borne by Sorrento,  except to the extent such costs and
expenses  result  from  INRANGE's  failure  to  comply  with this  Agreement  or
Sorrento's reasonable and practicable instructions.

     13. Other  Returns.  No Products  will be accepted for return and no credit
given for returned Products without the prior written approval of Sorrento, from
its San Diego,  California headquarters office, in each instance. No obsolete or
discontinued  Products  shall be  accepted  for credit or return.  All  Products
accepted  for  return  shall be  subject to a  handling  and  service  charge by
Sorrento to INRANGE.  Notwithstanding  the foregoing,  Sorrento  agrees that new
Products shipped to INRANGE,  while covered by the warranty set forth in Section
10(a),  which are  defective  and which  cannot  reasonably  be repaired  may be
returned to Sorrento for full credit of the  purchase  price or  replacement  by
Sorrento, at Sorrento's sole option and in its sole discretion.

     14.  Proprietary  Information.  Each Party  acknowledges that in connection
with the  performance of this Agreement such Party may learn  information of the
other  party that is the  property of such other  Party and  confidential  to it
("Proprietary  Information").  Such Proprietary Information includes, but is not
limited to engineering and technical data,  production  data, test data and test
results, customer information,  and development plans.  Accordingly,  each Party
covenants to the other Party that:



<PAGE>


     (a) Such Party will maintain all Proprietary Information of the other Party
in  confidence  with the same level of protection  and care that Party  normally
affords its own  proprietary  information,  but in no event less than reasonable
care;

     (b) Such Party will not use or disclose, and will not permit its employees,
agents,  representatives or independent  contractors to use or disclose,  any of
the  Proprietary  Information  of the other Party  without  the express  written
consent of the other Party;

     (c) Such Party will  ensure  that all  persons,  including  its  employees,
agents,  representatives  or  independent  contractors,  who have had  access to
Proprietary  Information are bound by an agreement to keep  confidential and not
to use any such Proprietary Information; and

     (d) Such Party will not use any Proprietary  Information of the other Party
in any way except as allowed herein.

     Notwithstanding  the provisions of this Section 14, neither  Party's use or
disclosure of the  Proprietary  Information of the other Party will be deemed to
breach Section 14 if and to the extent the Proprietary Information in question:

     (i) is now or hereafter becomes available to the public without a breach of
Section 14 hereof;

     (ii)  is  received  by the  receiving  Party  from a  third  party  without
restrictions on its use or further disclosure; or

     (iii) is required to be disclosed pursuant to applicable law, regulation or
court  order,  but  only to the  extent  and for the  purpose  of such  required
disclosure  after  providing the other Party with advance written notice of such
disclosure and an opportunity to seek to limit or restrict such disclosure or to
obtain appropriate protective/secrecy orders.

     The  recipient  of  Proprietary  Information  will  promptly  return to the
disclosing  Party,  or certify to the  disclosing  Party that the  recipient has
destroyed  all  documents,  electronic  media and other items  received from the
disclosing  Party which contain  Proprietary  Information,  including any copies
thereof made by the  recipient,  its agents or  employees,  at such times as the
recipient no longer needs the Proprietary Information for purposes of exercising
its rights or performing its duties under this Agreement.

     The terms of this Section 14 shall  supersede  all prior letters of intent,
agreements,  covenants,  arrangements,   communications,   representations,   or
warranties, whether oral or written, by any officer, employee, or representative
of either Party relating to the confidentiality of information  exchanged by the
Parties in connection with the performance of this Agreement.

     15.  Modifications/Improvements.  INRANGE  shall make no  modifications  or
improvements to the Products.

     16. Competitive Products.  Neither INRANGE, nor any of its affiliates under
direct INRANGE management  control shall,  except with the prior written consent
of Sorrento,  directly or indirectly  (as  distributor,  representative,  agent,
dealer,  manufacturer  or otherwise) sell any product which competes with any of
the Products in the Field during the term of this Agreement.  The aforementioned
obligation  of  INRANGE  shall  not  apply  to  sales  in any New  International
Market(s)  permitted pursuant to Section 4(d) above. The restrictions  described
in this  Section  16  notwithstanding,  INRANGE  shall have the right to fulfill
contractual obligations,  quotations or bids to its customers which specifically
require  INRANGE to supply  products  which compete with the Products,  provided
however that such contractual obligations, quotations or bids are outstanding at
the effective date of this Agreement (the "Pre-Existing  Product  Obligations").
In order that the Parties may better  resolve any future  dispute  between  them
arising in connection with the Pre-Existing Product Obligations,  INRANGE agrees
to make  reasonable  commercial  efforts to  identify  each and every one of its
Pre-Existing  Product  Obligations  by  project  and  customer  name  only  (the
"Pre-Existing Product Obligations List") and to direct its legal counsel to hold
such Pre-Existing  Product  Obligations List in trust and to furnish  applicable
information from the Pre-Existing  Product Obligations List to Sorrento upon the
Parties' joint request.

     17.  Joint  Product  Initiatives.  During the term of this  Agreement,  the
Parties may, by written agreement, jointly initiate specific projects to improve
and  upgrade  the  Products  or to develop  new  Products  (the  "Joint  Product
Initiatives"). The respective financial and other contributions by each Party to
such Joint Product Initiatives will be negotiated on a project-by-project basis,
it being understood that Sorrento will own the rights to any Products or Product
improvements, upgrades or developments resulting therefrom, subject to INRANGE's
rights  to  distribute  such  Products,   Product   improvements,   upgrades  or
developments pursuant to this Agreement.

     18. Term of Agreement. This Agreement shall remain in effect for an initial
term  of  five  (5)  years  from  its  effective   date  and  shall  be  renewed
automatically  for  succeeding  terms of two (2) years  each,  subject to either
Party's right not to renew this Agreement by giving notice to the other Party at
least six (6) months prior to the expiration of the then-current term, including
the initial term.

     19. Termination by Either Party.  Either Party may terminate this Agreement
immediately  on  notice  to the  other in case such  other  Party:

     (a) Becomes  insolvent or unable to meet its debts as they  mature;  or

     (b)  Makes  an  assignment  for the  benefit  of  creditors  or  goes  into
liquidation, bankruptcy or receivership; or

     (c) Becomes party to any  procedure  for the  settlement of its debts or to
dissolution  proceedings;  or (d) Breaches any  provision of this  Agreement and
fails to remedy such default within 30 days of receipt of notice thereof; or

     (e) Fails to agree in good faith upon  target  purchase  amount(s)  for any
renewal term or the Sorrento Sales Price(s) for any renewal term.

     20. Effects of Termination. Immediately upon termination of this Agreement,
INRANGE and its  Integrators  shall undertake the following  obligations,  which
shall survive and be binding after the Agreement terminates:

     (a) Cease and refrain from any future sale or promotion of the Products;

     (b) Refrain from selling or offering  for sale  articles or products  which
create a  reasonable  likelihood  of  confusion  with the Products on account of
similarity as to any registered or unregistered  trademark owned by, licensed to
or used by Sorrento,  other than any  registered  or  unregistered  trademark of
INRANGE or its affiliates;

     (c) Cease from the use of the  trademarks  of  Sorrento  and the use of the
Proprietary Information of Sorrento;

     (d)  Return  to  Sorrento  or its  nominee  any and all of its  Proprietary
Information,  in written or other tangible form, and any  promotional,  labeling
and sales training material then in its possession;

     (e) Render  information  regarding  the  identity  of  Products  sold,  the
identity of purchasers,  dates of sales,  ship-to  addresses,  serial numbers of
Products,  and warranty and repair history,  as well as customer  information as
described in Section 12 above, to Sorrento;

     (f) Refrain  from making  reference to any of the terms and  provisions  of
this Agreement or expressing in any way that its Strategic Alliance relationship
with Sorrento continues;

     (g)  Reasonably  assist  Sorrento  in the smooth and  orderly  transfer  of
operations to Sorrento; Sorrento will likewise reasonably assist INRANGE; and

     (h)  Following  termination  or  expiration  of this  Agreement,  Sorrento,
INRANGE,  and  INRANGE's  Integrators  shall be entitled to work  directly  with
end-user customers secured by each of them during the term of this Agreement.

     Upon  termination or expiration of this Agreement,  Sorrento shall maintain
spare parts supply and engineering support for the Products, and make such spare
parts and support  available to INRANGE and its  Integrators  to ensure  ongoing
support for  end-user  customers,  for a period of one (1) year from the date of
the last sale of the Products under this Agreement; provided, however, that such
period  may be  extended  by  INRANGE  up to an  additional  four (4) years (the
"Extended Support Period").  The price(s) to be charged for such spare parts and
engineering  support in excess of one (1) year will either be incorporated  into
the Sorrento Sales Price(s), as applicable,  or charged separately at Sorrento's
relevant prices then in effect.

     21. Repurchase of Inventory.  In the event this Agreement is terminated for
any reason,  Sorrento  shall have the right to purchase  from  INRANGE,  and, if
Sorrento so elects,  INRANGE shall sell to Sorrento,  at the purchase price paid
by INRANGE (including freight, insurance and taxes, if any, paid by INRANGE, net
of any tax benefit  which has accrued or may accrue to INRANGE by virtue of such
payments) all or any part of INRANGE's  inventory of unsold  Products.  Obsolete
and/or damaged  Products,  as determined in the reasonable  business judgment of
Sorrento  within  thirty  (30)  days of  termination  will  not be  accepted  or
reimbursed.  All such Products  resold to Sorrento shall be returned to Sorrento
at  INRANGE's  expense  as  close to the  termination  date as  practicable.  If
Sorrento  shall not  elect to  purchase  all of  INRANGE's  inventory  of unsold
Products,  INRANGE shall be entitled to sell out any or all such  inventory,  at
INRANGE's sole discretion.

     22. Termination with Respect to Particular  Products.  In the event INRANGE
breaches any provision of this Agreement with respect to a particular Product or
Products and fails to remedy such default  within thirty (30) days after receipt
of written notice from Sorrento thereof,  Sorrento may, at its sole option,  and
in addition to any other  rights it may have  hereunder,  terminate  immediately
upon  notice to INRANGE  either  this  Agreement  in its  entirety  or only with
respect to such Product or Products.  In the event that Sorrento gives notice to
INRANGE  that it is  terminating  the supply of a Product or Products to INRANGE
for reasons other than a breach of this  Agreement,  including the "end of life"
of such  Product or  Products,  and INRANGE  gives  notice to  Sorrento  that it
desires to continue  purchasing that Product or Products,  and Sorrento declines
to continue supplying such Product or Products to INRANGE,  then INRANGE may, in
its sole  discretion,  terminate this Agreement in its entirety or continue this
Agreement in force with respect to the remaining  Products and procure and offer
for sale in the Field  third-party  replacement  products  for the  discontinued
Product(s)  only.  Sorrento  shall give  INRANGE  six (6)  months  notice of any
Product discontinuation and afford INRANGE an opportunity to complete an "end of
life" purchase of such Product.

     23. Indemnity.  Each Party represents,  covenants and warrants that it will
do nothing  which will  create any  liability  on the part of the other Party by
reason of the sale of the Products,  other than as set forth in this  Agreement,
and each  Party  shall  indemnify  and hold  harmless  the other  Party from any
liability by reason of its breach of this Agreement.

     24. Independent Contractor.  INRANGE is an independent contractor and shall
have no  authority  to  obligate  Sorrento  in any respect or hold itself out as
having any such authority. All personnel of INRANGE shall be solely employees of
INRANGE and neither  they nor any  Integrators  shall  represent  themselves  as
employees of Sorrento.

     25.  Expenses and Credit.  All expenses  incurred by INRANGE for promotion,
sales and distribution,  as well as INRANGE's  administrative and other overhead
expenses, shall be borne solely by INRANGE, except to the extent explicitly made
a part of the  Sorrento  Sales Price  payable to Sorrento.  INRANGE  assumes all
credit and other  payment  risks  involved in its sales of  Products  under this
Agreement.

     26.  Waiver.  The failure of either Party to insist upon or enforce  strict
conformance by the other Party of any provision of this Agreement or to exercise
any  right  under  this  Agreement  shall  not  be  construed  as  a  waiver  or
relinquishment of such Party's right unless such waiver is made in writing.

     27. OMITTED

     28. Invalid Provisions.  If any provision of this Agreement is finally held
by a court  of  competent  jurisdiction  to be  illegal  or  unenforceable,  the
legality,  validity  and  enforceability  of the  remaining  provisions  of this
Agreement  shall not be affected or impaired.

     29. Survival.  The provisions of Sections 8, 9, 10, 13, 14, 20, 21, 23, 26,
28, 29, 34, 35, 36, 37 and 39 of this Agreement shall survive the termination or
expiration  of this  Agreement.  Outstanding  purchase  orders shall survive the
termination of this Agreement.

     30. Force  Majeure.  Neither Party shall be  responsible or deemed to be in
default for  nonperformance  or delays in  performance  of this Agreement due to
causes beyond its control and not  occasioned by the fault or negligence of such
Party to be excused,  including,  but not limited to, civil war,  insurrections,
unforeseeable strikes, riots, fires, floods,  explosions,  earthquakes,  acts of
God or the public  enemy,  and any  statute,  order,  regulation,  proclamation,
ordinance,  demand or requirement of any  governmental  agency imposed after the
effective date. Upon the occurrence of such event,  the Party so affected,  upon
giving  prompt  written  notice to the other  Party,  shall be excused from such
performance  to the  extent  of such  prevention,  restriction  or  interference
provided that the Party so affected shall take all reasonable  steps to avoid or
remove such causes of nonperformance  and shall continue  performance  hereunder
with  dispatch  whenever  such causes are  removed.  In the event that a Party's
performance of its  obligations is excused in accordance with this Section for a
period in  excess  of sixty  (60)  days in the  aggregate,  the other  Party may
terminate its obligations  under this Agreement upon written notice to the Party
whose  performance of its obligations was excused.

     31.  Successors and Assigns.  Neither Party may assign any rights hereunder
without the prior written consent of the other Party, which consent shall not be
unreasonably  withheld or delayed.  Any assignment of rights shall not work as a
novation of obligations  hereunder  without  written  agreement.  Any attempt to
assign any rights,  duties or  obligations  hereunder  without the other Party's
written consent will be void. Notwithstanding the above, either Party may assign
this  Agreement to a surviving  entity in  connection  with any merger,  sale of
assets,  acquisition or consolidation  of not less than a majority  ownership in
the merged, acquired or consolidated company by the surviving entity.

     32.  Attorneys' Fees. If either Party commences a proceeding to enforce any
provision of this Agreement,  the prevailing  Party shall be entitled to recover
reasonable  attorneys'  fees and expenses of litigation,  incurred in connection
therewith.

     33.  Headings;  Construction.  The section and  paragraph  headings of this
Agreement  are  intended  as a  convenience  only,  and  shall  not  affect  the
interpretation  of its  provisions.  The Parties  hereto  acknowledge  that this
Agreement is a negotiated  document.  In the event that this Agreement  requires
interpretation,  such interpretation shall not use any rule of construction that
a document is to be construed  more strictly  against the Party who prepared the
document.

     34.  Conflicting Terms. Both Parties agree that the terms and conditions of
this  Agreement,  together  with any  amendments  pursuant to Section 37,  shall
prevail, notwithstanding the contrary or additional terms in any purchase order,
sales acknowledgment, confirmation or any other order-related document issued by
either Party  effecting  the purchase  and/or sale of Products.  No  pre-printed
terms set forth in any  purchase  order  used by either  Party  shall  modify or
supplement  the terms of this  Agreement.  Any  order-specific  terms will be in
writing and agreed to by the Parties.

     35. Binding  Effect;  Assignment.  This  Agreement  shall be binding on and
inure to the benefit of the successors and permitted assigns of the Parties.

     36.  Notices.  Notices  hereunder shall be in writing an given by certified
mail,  postage  prepaid,  return receipt  requested,  or by reputable  overnight
delivery  service to the  address  first  above set forth (or to such  different
address as either Party may hereafter give to the other in accordance  with this
section for such  purpose).  The date of mailing,  dispatch or sending  shall be
deemed the date of the notice.

     37. Entire  Agreement;  Amendments.  This Agreement  constitutes the entire
agreement  between the Parties relating to the subject matter hereof.  There are
no terms or representations  other than those set forth herein. No amendments or
waiver of this  Agreement  shall be valid  unless in  writing  and signed by the
Party against whom such amendment or waiver is asserted.

     38. OMITTED

     39.  Governing Law. The  substantive law of the United States and the State
of California shall govern this Agreement and its  interpretation.  Paragraph or
Section headings shall not be considered in the interpretation hereof.

     40. Counterpart Signatures. This Agreement may be executed in more than one
counterpart,  each of which shall be deemed an  original  and all of which shall
constitute a single instrument.

     IN WITNESS  WHEREOF,  the duly  authorized  representatives  of the Parties
hereto have  executed and  delivered  this  Agreement as of the date first above
written.

INRANGE TECHNOLOGIES                        SORRENTO NETWORKS, INC.
CORPORATON

By:/s/ Gregory Grodhauf                     By: /s/ Xin Cheng
Name: Gregory Grodhauf                      Name: Xin Cheng
Title: President                            Title: Chief Executive Officer




<PAGE>


                              EXHIBIT A - PRODUCTS



<PAGE>


                       EXHIBIT B - TARGET PURCHASE AMOUNTS

        Contract Year                      Target Purchase Amounts

             1                                  $15,000,000
             2                                  $20,000,000
             3                                  $25,000,000
             4                                  $30,000,000
             5                                  $35,000,000



<PAGE>


                                   EXHIBIT 99

    Sorrento Networks Announces Strategic Alliance with INRANGE Technologies
                                 for SAN Market

     San Diego, CA, June 6, 2000: Sorrento Networks, Inc., a leading provider of
optical networking solutions,  today announced a strategic alliance with INRANGE
Technologies, Inc., a subsidiary of SPX Corp. (NYSE: SPX), a leading provider of
enterprise  infrastructure solutions, to deliver optical networking solutions to
the  rapidly   growing   worldwide   market  for  storage  area  network   (SAN)
applications.

     Under this  agreement  Sorrento  has  appointed  INRANGE  as its  exclusive
worldwide  distributor of Sorrento's optical networking products for the storage
networks of enterprise  customers.  INRANGE will offer  Sorrento's wave division
multiplexing,  or WEM, and dense wave division  multiplexing,  or DWDM products,
including  GigaMuxTM,  as  part  of its  IN-VSN  family  of  storage  networking
products.  INRANGE  will  provide  Sorrento  revenue  guarantees  in return  for
exclusive  worldwide  rights to offer these products in the  enterprise  storage
networking  market.  These products  facilitate the creation of virtual  storage
networks by reducing the costs of sending information over long distances.

     Additional terms of the agreement between Sorrento and INRANGE Technologies
have been reported on Form 8-K of Osicom  Technologies,  Inc.,  filed today with
the U.S. Securities and Exchange Commission and available at

About Sorrento Networks

     Sorrento Networks has been a provider of all optical  networking  solutions
that are used in both  interoffice  and access  networks  since  1997.  Sorrento
Networks,  Inc. products are successfully deployed at numerous customer sites in
North America, Europe and Asia.

     Sorrento  Networks'   products  are  specifically   designed  to  meet  the
requirements of the Metropolitan market, supporting a wide variety of protocols,
network  traffic  speeds  and  changing  traffic  patterns.  Sorrento  Network's
products'  small footprint  allows service  providers to offer a wide variety of
services from the same platform including aggregation,  transport, switching and
management.

     The Company's  ultra scalable  carrier class products are  manufactured  to
meet all key industry certifications.  These products offer customers an optical
end-to-end  solution that improves  bandwidth  utilization  and reduces  network
costs and complexity.  The products provide a migration path from ring, point to
point topologies to the mesh architecture of next generation networks.

     Sorrento  Networks  is  headquartered  in San  Diego,  California  and is a
subsidiary of Osicom Technologies,  Inc. (Nasdaq NM: FIBR). Recent news releases
and additional information about Sorrento Networks can be found at

Sorrento Networks Press Contact

John Unverferth
Market Communications
(800) 854-2831


     Except for historical  information  contained herein, the matters discussed
in  this  release  are   forward-looking   statements  that  involve  risks  and
uncertainties.  The forward-looking statements in this release are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The occurrence of actual events may differ  materially due to a variety of
factors,  including  without  limitation the  following:  (1) failure of INRANGE
and/or  the  Company to  successfully  integrate  the  Company's  products  into
INRANGE's overall SAN market solution; (2) failure of INRANGE and/or the Company
to achieve  acceptance  of the  Company's  products  among  INRANGE's  installed
customer base, or to achieve such acceptance in amounts equal to or greater than
the amounts which INRANGE and the Company have set as non-binding  targets under
the agreement between them; (3) unanticipated technical problems relating to the
Company's products;  (4) the Company's ability, or lack thereof, to make, market
and sell  optical  networking  products  that  meet  with  market  approval  and
acceptance;  (5) the greater  financial,  technical  and other  resources of the
Company's many,  larger  competitors in the  marketplace for optical  networking
products;  (6) changed market  conditions,  new business  opportunities or other
factors that might affect the  Company's  decisions as to the best  interests of
its  shareholders;  and  (7)  other  risks  detailed  from  time  to time in the
Company's  parent  corporation's  reports  filed  with the U.S.  Securities  and
Exchange Commission.



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