<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File Number 0-20110
CROSSCOMM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-1513201
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
450 DONALD LYNCH BOULEVARD, MARLBOROUGH, MASSACHUSETTS 01752
(Address of principal executive offices)
(508) 481-4060
(Registrant's telephone number, including area code)
----------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)
----------------------------------------------------
Indicate by check mark whether registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. YES X NO
--- ---
----------------------------------------------------
The aggregate market value of voting stock held by non-affiliates of the
registrant as of February 26, 1996 was approximately $80,820,000.
The number of shares outstanding of the Common Stock, $.01 par value per
share, on February 26, 1996 was 9,153,857.
----------------------------------------------------
<PAGE> 2
PART IV - OTHER INFORMATION
Item 14. Exhibits, Financial Statements and Reports on Form 8-K.
(a) Exhibits.
The exhibits filed as part of this Form 10-K/A are listed on
the Exhibit Index immediately preceding such exhibits, which
Exhibit Index is incorporated herein by reference.
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
CROSSCOMM CORPORATION
Date: December 5, 1996 By: /s/ Douglas G. Bryant
--------------------------------
Douglas G. Bryant
Chief Financial Officer
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EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
3.1(1) Amended and Restated Certificate of Incorporation of the
Company
3.3(2) By-Laws, as amended, of the Company
4.1(2) Specimen certificate representing shares of Common Stock,
$.01 par value, of the Company
10.1(2) Lease Agreement dated as of April 30, 1992 by and between
the Company and New England Mutual Life Insurance Company
10.2(3) First Amendment to Lease dated January 15, 1993 by and
between the Company and Cigna Investments, Inc.
(successor in interest to New England Mutual Life
Insurance Company)
10.3(2) Non-Competition Agreement date as of July 24, 1989
between the Company and Tadeusz Witkowicz
10.4(2) Loan Agreement for a revolving line of credit dated April
8, 1992 by and between the Company and Silicon Valley
Bank as Lender
10.5(2) Indemnification Agreement dated January 19, 1990 by and
between the Company and Tadeusz Witkowicz
10.6(2) Indemnification Agreement dated November 6, 1991 by and
between the Company and Nancy Casey
10.7(2) Indemnification Agreement dated January 19, 1990 by and
between the Company and Allan M. Kline
10.8(2) Indemnification Agreement dated January 19, 1990 by and
between the Company and Alexander M. Levine
10.9(2) Amended 1988 Incentive Stock Option Plan
10.10(2) Amended 1989 Incentive Stock Option Plan
10.11(2) 1991 Incentive Stock Option Plan, as amended
10.12(2) 1992 Stock Option Plan, as amended
10.13(2) 1992 Directors' Option Plan
10.14(2) 1992 Employee Stock Purchase Plan
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<PAGE> 5
10.15(4) Manufacturing Agreement dated as of April 21, 1993
between the Company and Lockheed Commercial Electronics
Company
10.16** 1994 Stock Option Plan, as amended
10.17(7) Revolving Credit Agreement for a revolving line of credit
dated September 23, 1993 by and between the Company and
The First National Bank of Boston, as Lender
10.18(5)# Share Acquisition and Asset Purchase Agreement dated
March 31, 1994 by and between the Company and CrossComm
(UK) Limited and Tricom Group Ltd., Tricom Borer Ltd. and
Tricom Communications PLC.
10.19(6)# Technology License and Manufacturing Agreement dated
July 14, 1994 by and between the Company and Multimedia
Communications, Inc.
10.20(6)# Product Development, Technology License and Manufacturing
Agreement dated July 19, 1994 by and between the Company
and Applied Network Technology, Inc.
10.21(7) Offer of Employment Agreement dated June 17, 1994 by and
between the Company and Alain G. Daste
10.22** Amendment to Revolving Credit Agreement dated
November 29, 1995 by and between the Company and The
First National Bank of Boston
10.23** Loan Modification Agreement dated November 6, 1995 by and
between the Company and Silicon Valley Bank
10.24(7) Offer of Employment Agreement dated January 18, 1995 by
and between the Company and Allan M. Kline
10.25(8) Employee Retention Agreement dated March 9, 1995 by and
between the Company and Alain G. Daste
10.26(9) Employee Severance Agreement dated September 13, 1995 by
and between the Company and Allan M. Kline
10.27*@ Amendment dated October 1, 1995 to Product Development,
Technology License and Manufacturing Agreement dated
July 19, 1994 by and between the Company and Applied
Network Technology, Inc.
10.28** Severance Agreement dated November 13, 1995 by and
between the Company and Alain G. Daste
10.29** Form of 1995 Employee Stock Purchase Plan
11** Statement Regarding Computation of Per Share Earnings
(Loss)
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21** Subsidiaries of the Company
23** Consent of Ernst & Young LLP
______________________________
* Filed herewith
** Previously filed
@ Confidential treatment requested as to certain portions thereof
# Confidential treatment granted as to certain portions thereof
(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 (No. 33-82476), as filed with the
Securities and Exchange Commission on August 5, 1994
(2) Incorporated by reference to the Company's Registration
Statement on Form S-1 (No. 33-47321), as filed with the
Securities and Exchange Commission on April 20, 1992 and amended
on May 27, 1992, June 3, 1992 and June 12, 1992
(3) Incorporated by reference to the Company's Registration
Statement on Form S-1 (No. 33-59700), as filed with the
Securities and Exchange Commission on March 18, 1993
(4) Incorporated by reference to the Company's Form 10-Q for the
quarter ended June 30, 1993, as filed with the Securities and
Exchange Commission on August 16, 1993
(5) Incorporated by reference to the Company's Form 10-Q for the
quarter ended March 31, 1994, as filed with the Securities and
Exchange Commission on May 16, 1994
(6) Incorporated by reference to the Company's Form 10-Q for the
quarter ended September 30, 1994, as filed with the Securities
and Exchange Commission on November 14, 1994
(7) Incorporated by reference to the Company's Form 10-K for the
year ended December 31, 1994, as filed with the Securities and
Exchange Commission on March 30, 1995
(8) Incorporated by reference to the Company's Form 10-Q for the
quarter ended June 30, 1995, as filed with the Securities and
Exchange Commission on August 20, 1995
(9) Incorporated by reference to the Company's Form 10-Q for the
quarter ended September 30, 1995, as filed with the Securities
and Exchange Commission on November 13, 1995
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<PAGE> 1
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
AMENDMENT NUMBER 1
Amendment, dated as of October 1, 1995, by and between
CrossComm Corporation, a Delaware corporation having an office at
450 Donald Lynch Boulevard, Marlboro, Massachusetts 01752
("CrossComm") and Applied Network Technology, Inc., a Massachusetts
corporation having an office at Regency Park, 238 Littleton Road,
Westford, MA 01886 ("ANT")
WHEREAS, Crosscomm and ANT are parties to a certain Product
Development, Technology License and Manufacturing Agreement dated
July 19, 1994 (the "Agreement") to which reference is hereby made;
capitalized terms herein shall have the same meanings ascribed to
them in the Agreement; and
WHEREAS, Crosscomm and ANT desire to amend the Agreement in
accordance with the terms and conditions set forth herein;
NOW THEREFORE, CrossComm and ANT hereby agree, for good and
valuable consideration, the receipt of which is hereby
acknowledged, as follows:
A. AMENDMENTS TO AGREEMENT
The parties agree to amend the Agreement as follows:
1. Delete the phrase "and the A Logic Chip" at the end of
Section 1.3.
2. Add the following to the end of Section 1.4:
"and all source code, libraries, design and technical
documentation, flow charts, layouts, diagrams and other
technical information in the possession of ANT relating to the
design and operation of an ASIC."
3. Add the following phrase to the end of Section 1.12:
"and the ESM 10-16, ESM 10-8 and EMCP daughter boards."
4. Add the following new section to the end of Section 1:
<PAGE> 2
"1.25 STAND-ALONE BASIS means the sale of a product (or, in
the context of this Agreement, an ASIC) as a separate
commodity product, and not as part of or a component of
another product, such as a network switch. Sale on a Stand-
alone Basis does not include sale of a product as a
replacement part for a product originally sold or manufactured
by the selling party (such as a network switch) into which the
replacement part will be incorporated."
5. Delete the last paragraph of Section 2.2 ("CrossComm will
own . . .under this Agreement.") in its entirety.
6. Add the following to the end of the first sentence of
Section 2.4:
"and (for the SEC 100 ASIC only) to determine whether the
Deliverable is interoperable with the National Semiconductor
NIC card, such interoperability to be defined as substantial
completion of certain interoperability tests attached hereto,
including 100 Base-T testing at a mutually acceptable,
regional, recognized laboratory"
7. Add the following to line 6 of Section 2.4, after the
word "criteria":
"and (for the SEC 100 ASIC only) the Deliverable is
interoperable with the National Semiconductor NIC card as
aforesaid,"
8. Add the following to the end of Section 3.1:
"Notwithstanding the foregoing, the ESM 10-16, ESM 10-8 and
EMCP daughter boards shall be deemed to have been finally
accepted by CrossComm upon Initial Product Acceptance, shall
not be required to undergo Production Acceptance and, because
they are owned by Crosscomm, shall not be subject to the
provisions of Sections 5 or 15 hereof in any respect."
9. Add the following sentences to the end of Section 3.3:
"CrossComm shall have the right to purchase each ASIC directly
from LSI Logic Corporation or other ASIC vendors, provided
that CrossComm notifies ANT (during the Maintenance Period (as
defined in Section 5.1)) of the quantity, type and timing of
such purchases within fifteen days following the end of the
month in which such purchases were made. All such information
shall be deemed the Confidential Information of CrossComm."
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<PAGE> 3
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
10. In Section 4.3(a), replace each reference to "********"
with "********," and delete the last five lines in their entirety
and replace them with the following:
"SEC 10 and SEC 100 ** per ship for the first ****** chips
********"
11. Section 4.3(b) shall be restated in its entirety as
follows:
"The parties acknowledge and agree that the Prepaid Royalties
are nonrefundable, and that no amounts previously paid or to
be paid by CrossComm to ANT hereunder, once such amounts are
paid, shall be refundable."
12. In Section 4.4, replace both occurrences of "January 1,
1996" with "March 31, 1996".
13. Insert the following at the end of Section 4.4:
"ANT may solicit such PBI ASIC business during the period from
the execution date of this Agreement through March 31, 1996.
Notwithstanding the foregoing or anything to the contrary in
Section 6.2 or elsewhere in this Agreement, ANT shall not be
prohibited from selling the PBI ASIC if it is incorporated
into a networking product developed or sold by ANT or a
parent, subsidiary or entity under common control with ANT (an
"ANT Switch").
14. The title of Section 5 shall be changed to "Maintenance"
and Section 5.1 shall be deleted in its entirety.
15. Section 5.2 shall be renumbered Section 5.1 and shall be
restated in its entirety to read as follows:
"During the time period commencing on the date hereto and
ending on March 31, 1996 (the "Maintenance Period"), ANT will
provide Maintenance Services to Crosscomm in respect of the
SEC 10 (Rev C) and the PBI ASICs; the Maintenance Period for
the SEC 100 ASIC shall end on May 15, 1996. "Maintenance
Services" means reasonable efforts by ANT to correct bugs and
other non-conformities with existing specifications, and shall
not include the addition of new features, functions or
performance enhancements. Notwithstanding anything to the
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<PAGE> 4
contrary contained herein, ANT agrees that it shall, prior to
December 31, 1995, deliver to CrossComm a revised PBI ASIC
which corrects those errors set forth on Attachment B to this
Amendment and which conforms to the Rev. 1.2 specifications
dated October 16, 1995.
The Maintenance Period with respect to the SEC 100 ASIC shall
be extended until June 30, 1996 in the event that a working
model which conforms to the Rev. 0.6 specifications dated July
27, 1995 has not been delivered by ANT to CrossComm by
December 31, 1995."
16. Delete Section 5.2 in its entirety.
17. Add the word "irrevocable" to the second line of Section
6.1(a), after the word "perpetual".
18. Add the word "irrevocable" to the second line of Section
6.1(b), after the word "perpetual".
19. Delete Section 6.1(c) and replace it with the following:
"Upon the commencement of training under Section 15 of the
Agreement, as amended, for each ASIC, but no later than the
expiration of the Maintenance Period for each ASIC:
(i) ANT shall provide CrossComm with the ASIC Design for
that ASIC;
(ii) ANT shall grant, and shall be deemed hereby to have
granted, to CrossComm a non-transferable, (except that
CrossComm may assign the Agreement, as amended by this
Amendment, and all of its rights and obligations hereunder, in
connection with the sale or other transfer of all or
substantially all of its assets or business related to the
Agreement or other "change in control," as defined below,
provided, however, that no such assignment may be made to one
of the companies listed on Attachment A hereto), irrevocable,
worldwide, royalty-free right and license (with the right to
sublicense only to Crosscomm subsidiaries, parents, entities
under common control with CrossComm and third party
subcontractors who agree to be bound by obligations as to
confidentiality no less restrictive than those contained
herein) to install, store, read, modify, use, enhance and
create derivative works of such ASIC Design for any purpose
and to make, use, sell, have made, have used and have sold
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<PAGE> 5
ASICs based in whole or in part on the ASIC Designs, under all
Intellectual Property therein; provided, that CrossComm shall
not sell or distribute ASICs incorporating or based
principally or substantially on the ASIC Designs on a Stand-
alone Basis, and provided further, that all licenses set forth
in this Section 6.1(c)(ii) shall terminate immediately upon a
"change of control" of CrossComm, which results in a company
set forth on Attachment A having "control" of CrossComm.
Forth the purposes hereof, a "change of control" shall mean
the sale or other transfer of more than 50% of the outstanding
stock or all or substantially all of the assets or business of
CrossComm related to the Agreement, and "control" shall mean
the ownership or voting control, whether direct or indirect,
of more than 50% of the outstanding stock of CrossComm or to
the entity owning all or substantially all of the assets or
business of CrossComm related to the Agreement. Immediately
upon any change of control of Crosscomm which results in a
company set forth on Attachment A having control of Crosscomm,
Crosscomm (or such other company) shall immediately return to
ANT the ASIC Designs and all other Proprietary Information of
ANT (including all copies thereof), and the only right which
CrossComm shall have with respect to ASIC Designs is the right
to have corrected any errors or other failures of the ASICs to
conform to applicable specifications by retaining a third
party, unrelated to CrossComm or any parent, subsidiary or
affiliate of CrossComm to make such correction (hereinafter
referred to as the "Subcontractor"), provided that such
Subcontractor executes a non-disclosure agreement in a form
reasonably acceptable to ANT. ANT agrees that, following the
return to it of the ASIC Designs and other Proprietary
Information referenced in the preceding sentence, it shall
retain such ASIC Designs and Proprietary Information for a
reasonable period of time, and shall provide the Subcontractor
with access to, and a license to use, such portion of the ASIC
Designs reasonably necessary to perform any required
correction, for the limited and sole purpose of performing
such correction."
20. Delete the second and third sentences of Section 6.1(a).
21. Delete the last two sentences of Section 6.2 in their
entirety and add the following to the end of Section 6.2.
"The pricing of ANT Switches will not be considered in such
determination, and CrossComm acknowledges that the pricing of
ANT Switches shall not be constrained hereby."
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<PAGE> 6
22. Delete the second and third sentences of the first
paragraph of Section 6.4 and add a new subsection (ix) after
subsection (viii) of Section 6.4:
"(ix) the EMCP daughter board"
23. Add the following to the end of Section 6.4.
"CrossComm acknowledges that the SEC 10 and PBI ASICs which
have been delivered by ANT do not include any CrossComm
Specific Technology, and that the SEC 100 ASIC, if it is
designed in conformance with the specifications referenced in
Article B of this Amendment, is not intended to include any
CrossComm Specific Technology."
24. Add a new Section 7.6 at the end of Section 7:
"7.6 ASSIGNMENT. ANT acknowledges and agrees that the ESM 10-
16, ESM 10-8 and EMCP daughter boards which it developed for
CrossComm for consideration of $80,000 were "works made for
hire" under applicable copyright law, and that Crosscomm owns
all right, title and interest in and to the ESM 10-16, ESM 10-
8 and EMCP daughter boards and all Intellectual Property
contained therein, other than any Core ANT Technology. ANT
hereby assigns to CrossComm all right, title and interest in
and to the ESM 10-16, ESM 10-8 and EMCP daughter boards and
all Intellectual Property therein, other than any Core ANT
Technology. ANT shall execute and deliver any and all
assignments, instruments and documents requested by CrossComm
to effectuate the foregoing assignment."
25. Add a new Section 7.7 at the end of Section 7:
"7.7 OWNERSHIP OF DERIVATIVE WORKS. ANT acknowledges that
CrossComm shall own all intellectual property rights in any
enhancements or modifications it may create in the SEC 10, PBI
or SEC 100 ASICs, provided, however, that such ownership shall
not affect in any way ANT's ownership of any intellectual
property rights in the underlying ASICs to which such
enhancements or modifications relate, and shall not confer
upon Crosscomm any ownership rights in such ASICs."
26. Delete Section 8 in its entirety.
27. Delete Section 15 in its entirety and replace it
with the following:
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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
"15. TRAINING
"15.1 TRAINING. On such dates and at such times as
ANT and CrossComm may mutually agree (the agreement of
ANT not to be unreasonably withheld), ANT shall (at no
charge to CrossComm) provide "Training Services" (**
***************************************************
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***************************************************
***************************************************
***************************************************
***************************************************
***********
B. OTHER AGREEMENTS
1. SEC 10 ASIC. CrossComm acknowledges that the 0.6 micron
version of the SEC 10 ASIC (the "Rev A SEC 10") has successfully
passed Acceptance testing, and that ANT's obligation under the
Agreement to achieve Initial Product Acceptance of the SEC 10 ASIC
and all Ethernet Switch Modules based thereon has thereby been
discharged. Notwithstanding the foregoing, ANT has developed and
delivered to CrossComm Rev B and Rev C versions of the SEC 10 ASIC
for CrossComm's use in its products, and CrossComm acknowledges and
agrees that ANT shall have no further obligation with respect to
any version of the SEC 10 ASIC other than to provide Maintenance
Services, pursuant to Section 5.1 hereof, with respect to the Rev C
version of the SEC 10 ASIC during the Maintenance Period."
2. SEC 100 ASIC. The parties agree and acknowledge that the
specifications for the SEC 100 ASIC shall be the specifications
known as "Rev. 0.6" dated July 27, 1995.
3. CROSSCOMM AND ITS AFFILIATES. Any reference in the
Agreement to CrossComm shall include CrossComm and any "affiliate"
of CrossComm, unless such affiliate is a company set forth on
Attachment A. For the purposes hereof, an "affiliate" is a company
controlling, controlled by, or under common control with,
CrossComm.
4. EXHIBIT F-1. Exhibit F to the Agreement shall be
replaced in its entirety by Exhibit F-1 attached hereto.
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<PAGE> 8
5. TECHNICAL SUPPORT AGREEMENT. CrossComm agrees that the
Technical Support Agreement dated October 21, 1994 by and among
CrossComm, ANT, Willem A.H. Engelse and David R. Paolino is hereby
terminated and that no party thereto shall have any obligation or
liability thereunder.
6. ESCROW AGREEMENT. CrossComm agrees that the Escrow
Agreement dated July 12, 1994 by and among CrossComm, ANT and Data
Securities International, Inc. is hereby terminated and that no
party thereto shall have any obligation or liability thereunder.
7. NO OTHER EFFECT. Except as stated in this Amendment, all
provisions of the agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment as an instrument under seal as of the date first written
above.
CROSSCOMM CORPORATION APPLIED NETWORK TECHNOLOGY, INC.
By:_______________________ By:_____________________________
Name:_____________________ Name:___________________________
Title:____________________ Title:__________________________
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<PAGE> 9
ATTACHMENT A
------------
Cisco Systems, Inc.
3Com Corporation
Newbridge Networks Corporation
Bay Networks, Inc.
International Business Machines Corporation
General DataComm Corporation
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<PAGE> 10
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
ATTACHMENT B
------------
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<PAGE> 11
<TABLE>
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
Exhibit F-1
Revised Summary Payment Matrix Dated October 1, 1995
<CAPTION>
Nature of Payment
Original Actual Expected ----------------------------------------------------------
Due Check Revised License Prepaid PBI ASIC
Date Date Ck. Date Deliverable NRE Fee Royalty Exclusivity Fee TOTAL
- -------- ------ -------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
7/19/94 7/19/94 Agreement Signed ******* ******* $ $ ********
N/A 1/04/95 ESM 10-16, 10-8
and EM-CP net
management module
and development
through initial
Product Acceptance
****** ******
10/7/94 1/04/95 Design Simulation
Acceptance of
SEC 10 and PBI ******* *******
ASICs *******
12/5/94 3/03/95 Initial Product
Acceptance of ESM
10-14 and 10-2
including ****** ****** *******
management
software
12/30/94 4/22/95 Final Product
Acceptance of ESM
10-14 and 10-2 ****** ******
12/30/94 4/25/95 Final Product
Acceptance of ESM
10-14 and 10-2
(follow-on payment
due to 4/22/95 ***** *****
check error)
</TABLE>
<PAGE> 12
<TABLE>
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
<CAPTION>
Nature of Payment
Original Actual Expected ----------------------------------------------------------
Due Check Revised License Prepaid PBI ASIC
Date Date Ck. Date Deliverable NRE Fee Royalty Exclusivity Fee TOTAL
- -------- ------ -------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
10/7/94 10/5/95 Design Simulation
Acceptance of SEC
100 ASIC ****** ******
2/20/94 N/A Production
Acceptance of ESM
10-14 and 10-2,
using REV A of SEC * * * * *
10 ASIC
12/30/94 10/31/95 Initial Product ****** ******
Acceptance of ESM
100-2, including
management
software and
backplane
interface
1/20/95 11/10/95 Final Product
Acceptance of ESM
100-2 ****** ****** ******
2/20/95 12/8/95 Production
Acceptance ESM *******
100-2 *******
NA NA WAIVED * *
12/31/95 12/31/95 End of PBI Chip
Exclusivity Term
****** ******
******* ******* ****** ******* ********
==========================================================
</TABLE>
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