##### 



EXHIBIT 10.2 The Statement of Work (SOW) is part of the Consulting Agreement document
where all global contractual terms & conditions  which are common for each
project with this subcontractor  are determined. The Statement of Work is
determining all project specific items. (WIPRO LOGO) Statement of Work contract for IPSX-Software-Development  Phase II
entered under
the Software Support Outsourcing Agreement 001 Between Cosine Communications, Inc Delaware Corporation organised under the laws of
USA, having its registered office at 1200 Bridge Parkway, CA 94065, herein
represented by Sachin Desai, Director, Engineering And Wipro Limited, a company organised under the laws of India, having its
registered office Dodda Kannelli, Sarjapur Road, Bangalore. Where as on
May 30th 2003 CoSine Communications Inc (CoSine) and Wipro
Limited (Wipro) have entered into a Software Support Outsourcing Agreement
(Agreement), where as under this Agreement, CoSine Communications and Wipro
are willing to conclude a Statement of Work contract, for the execution of a
project to be performed by Wipro, and the results of which have to be delivered
to CoSine Communications. It has been agreed that Wipro will perform the
project described below.




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TABLE OF CONTENTS 1. INTRODUCTION
    
    
    11.1 Product Description
    
    
    11.2 Acronyms and naming conventions
    
    
    21.2.1 Abbreviations
    
    
    21.3 Contact persons
    
    
    31.4 References
    
    
    32. Project Description
    
    
    42.1 Requirement References
    
    
    42.2 Activity descriptions, deliverables and planning
    
    
    42.2.1 Activities
    
    
    42.2.2 Training
    
    
    42.2.3 CoSine Deliverables
    
    
    42.2.4 Wipro Deliverables
    
    
    52.3 Resources
    
    
    52.3.1 Wipro provided Resources
    
    
    52.3.2 CoSine provided Resources
    
    
    52.3.3 Additional resources to be provided by CoSine
    
    
    52.3.4 Project Environment (to be provided by COSINE)
    
    
    63. PROGRAM MANAGEMENT
    
    
    63.1 Project Organisation
    
    
    63.2 Reporting and monitoring
    
    
    63.3 Customer escalation management
    
    
    73.4 Patch fixes / Patch release management
    
    
    73.5 Testing processes
    
    
    73.6 Risk management
    
    
    73.7 Best efforts
    
    
    73.8 Escalation Management
    
    
    74. FINANCIAL CONDITIONS
    
    
    84.1 Payment plan
    
    
    85. INTELLECTUAL PROPERTY
    
    
    106. Others
    
    
    107. SIGN-OFF PAGE
    
    
    11




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1. INTRODUCTION From the edge of the Service Provider network, CoSines IPSX Service Processing
Switches deliver scalable customized IP services that generate new revenue
streams while minimizing capital and operational costs. CoSines IPSX Family marries switching, routing and computing capabilities with
a flexible operating system to deliver scalable customized IP services at multi
gigabit line rates from the edge of a Service Providers (SPs) network. The IPSX Family includes two switches: the 26-slot IPSX 9500 Service Processing
Switch and the 8-slot IPSX 3500 Service Processing Switch. Both IPSX switches
can be configured with any combination of CoSines dual-slot IP Service
Generators (IPSGs) to deliver CoSines full IP Services Suite from Virtual
Private Networks (VPNs) and firewall to URL filtering and Network Address
Translation (NAT). CoSine has been working with Wipro since June 2003, where Wipro is contributing
to the sustenance and enhancement of IPSX software. Refer SoW version 1.1. This statement of work (SOW) describes the details of ownership of TAC and QA
activities of IPSX 3500 & IPSX 9500 from Oct 2004- Dec 2005. There will be a
team of 6 people dedicated for TAC/QA activities during this period. From July
Dec of 2005 6 people from the existing engineering team will move to the
TAC/QA team, making 12 team members between July 2005  Dec 2005. The
engineering support between Oct 04  June 05 is covered as a part of the
earlier SOW signed between Cosine and Wipro dated June 2004. The scope of the project involves handling of TAC (24*7) and QA activities of
releases which are currently deployed in the field including bond, pasta and
saboo. TAC activities include  handling of customer calls/queries, reporting
technical problems, reproducing technical problems, releasing fixes/patch
builds to customers & RMA activities support. CoSine would be responsible for
the actual hardware (blades, cards etc.) deployment to the customers. QA
activities include  preparing test plans, black box testing of IPSX software
for patch releases to customers, reporting technical problems and verifying
fixes in the patch releases. Hardware support activities are out of scope of CIDC & would continue to be
handled by Cosine staff. Wipro would not be responsible for any failure of
deliverables to the customers due to failure of hardware support. The migration
support of customers from IPSX to other platforms is also out of scope CIDC.
The customer reported problems in the following areas would not be handled by
CIDC.  
    
    Drivers
    
    All Hardware related support
    
    HTTP proxy
    
    Microcode
    
    PFE
    
    Safenet software & CoSine VPN client
    
    Ingage CoSine Invision Software Product Description IPSX software can be classified into different domains.  
    
    IPNOS-This is an OS infrastructure used by above modules. IPNOS
provides infrastructure for distributed processing.
    
    Layer 2  This includes support for various layer 2 technologies viz.
ATM, Frame Relay, PPP, L2TP, PPTP, PPPoE, PPPoEOATM. Layer 2 modules
include support for Bandwidth Manager, Radius client, DS3 port mapping
and virtual bridging.
    
    Layer 3- This includes IP routing  RIP, ISIS, OSPF, BGP, MPLS
Control  RSVP, LDP, IP/MPLS forwarding, L3 VPN, SPF/NAT, Firewall
    
    Security  This includes IKE, IPSec 1




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
    
    CLI and SNMP- The scope is OLD CLI and NEW CLI
    
    Invision- Used to configure the physical elements on the network,
including IPSX switches, service blades and IPSG Service Generators and
to configure the service elements that make up the IP service for each
subscriber network. Currently different software releases are in the field. Major releases for maintenance are  
    
    Bond
    
    Pasta
    
    Saboo Bond and Pasta are very widely deployed release in the field. Saboo is
relatively new version, which is not yet widely deployed in the field. Acronyms and naming conventions Abbreviations AMC
    
    Annual Maintenance ContractBDM
    
    Business Development ManagerCIDC
    
    CoSine India Development CentreCQ
    
    ClearQuestERD
    
    Engineering Requirement DocumentIPSG
    
    IP Service GeneratorIPSM
    
    IP Service Management bladePL
    
    Project Leader (Team Leader)PM
    
    Project ManagerQA
    
    Quality AssuranceRWC
    
    Redwood City (USA)  CoSine officeTAC
    
    Technical Assistance CentreVeloci Q
    
    Quality Systems Manual (Wipro)
 2




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##### 



Contact persons CoSine Sachin Desai
Director  Engineering
Tel: ++1 650-637-2458Email: sachin.desai@cosincom.com WIPRO Ramadurai Ramalingam.
Technical Manager
Tel: ++91/80/51195880E-Mail: ramadurai.ram@wipro.com Shivaji Hogale
Project Manager
Tel: ++++91/80/28520408 ext-81017E-mail: shivaji.hogale@wipro.com Timothy Burke
Senior Business Manager
Tel: +1 408-655-9316E-mail: timothy.burke@wipro.com References  1.
    
    Software Support Outsourcing agreement between CoSine and Wipro dated 30th
May 2003.2.
    
    OT SOW between CoSine and Wipro dated 30th July 20033.
    
    Addendum to the Statement of Work contract for CoSine entered under the
Consulting Agreement4.
    
    SoW between CoSine and Wipro in June 2004 version 1.1 3




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Project Description Requirement References Customer escalations would be recorded using bug tracking system & this would
form input for TAC, QA & sustenance activities. This includes records for
defects found at end-customer site and defects found in CoSine TAC/QA lab
during patch release testing. Activity descriptions, deliverables and planning Activities In general following activities are indicated. Wipro shall contribute towards Phase
    
    Activities
    
    RemarksTAC
    
    Handling customer issues
    
    Handling customer issues/queries reported by phone or email, 24x7 includes:-     logging the
issues/updates/analysis in a
trouble ticketing system/db-     providing troubleshooting
commands/scripts/strategies or
workarounds to customers-     providing regular updates to
customers-     reproducing technical problems-     verifying and releasing
fixes/patches to customers
including writing releases
notes and analysis documentsQA
    
    Testing
    
    Preparing test plans, black box
testing of IPSX software for
patch releases to customers,
reporting technical problems
and verifying fixes in the
patch releasesCM / IS team
    
    Build responsibilities
    
    CM team would be responsible for building patch releases.
 Training CoSine should provide adequate training for TAC & QA team members in all the
areas to TAC & QA activities self dependent & fully operational at CIDC. Any
other new training requirements, if any, will be decided after mutual
discussions. Wipro shall not be responsible for any non performance arising due
to lack of training from Cosine to Wipro. CoSine Deliverables  
    
    Infrastructure required for TAC & QA operations including IPSX
switches, third party hardware/Software tools & equipments for building,
testing & bug tracking of patch release to the customers
    
    Licenses & AMC for software / hardware, third party tools to be used
in CIDC & RWC. The cost towards hardware / software licenses would be
borne by CoSine
    
    Training on TAC, QA & Sustenance activities
    
    TOI for CIDC engineering team ( IPSec client, MPLS VPNs, SPF, NAT,
Firewall & other untouched features)
    
    Hardware builds & test environment support for CIDC operations from CoSine end
    
    Transferring & ensuring build & test environment to CIDC is fully operational 4




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
    
    Transferring & ensuring build & test environment to CIDC is fully operational
    
    Additional requirements that are mutually agreed upon Wipro Deliverables  
    
    Handling customer issues / queries pertaining to software releases made to the customer.
    
    Testing of patch releases to be given to the customer
    
    As this contract is between CoSine & Wipro, Wipro will not be
responsible for any SLA issues that may arise with CoSine end customers
(service providers).
    
    All bug fixes will be done on a best effort basis and Wipro would
not have any committed SLAs as a part of this program
    
    Handling customer issues/queries as per the activities listed in section 2.2.1
    
    RMA activities support Resources Wipro provided Resources Resource
    
    Description
    
    AvailabilityHuman
    
    Six member TAC & QA team. One
consultant on ClearCase for
three months( 3 months
Offshore)
    
    AvailableOffice setup
    
    Office space and desktop PCs
for each team member
    
    AvailableLab
    
    Air Conditioned Lab space
    
    Additional Lab planning
for TAC & QA operations
to be done.VPN Setup
    
    Wipro will provide the Cosine
ODC access to Cosine
engineer. Cosine is OK with
employees to access the ODC
network remotely given that
the Cosine IP can be misused
as this is being access from
out side of the Wipro or
Cosine office premise
    
    CoSine Hardware engineer
can access CoSine ODC
(CIDC) network from
Wipro Mountain view
office in US. Seating
space will be charged to
Cosine
 CoSine provided Resources As part of the existing cooperation, Cosine has provided the required
infrastructure to carry out the sustenance activities. Wipro would ensure that
the resources would be optimally used and shared for TAC/QA activities on need
basis. The additional resources specific for the successful execution of TAC/QA
activities is provided in the subsequent section. Additional resources to be provided by CoSine Additional resources required in future can be discussed & mutually agreed
upon. Cosine is also responsible for providing licenses & AMC for software /
hardware, third part tools to be used in CIDC & RWC 5




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Project Environment (to be provided by COSINE) QA Environment IPSX Switches
Third party Hardware/Software Tools & Test equipments.
IPNOS software:
Invision Software;
Systems for execution of tests. TAC Environment IPSX Switches
Third party routers and switches
Bug tracking system
Call centre.  PROGRAM MANAGEMENT
    
    Project Organisation
 (FLOW CHART) Reporting and monitoring The PM and CIDC manager will monitor the project on a continuous basis and
provide a Project Status report to CoSine once a week. There will be a weekly
teleconference (if required) call to clarify any issues reported in status
report or otherwise. The status report will summarise the following details:  
    
    Bug handling report
    
    Any issues or risks requiring attention of CoSine Any changes in the status report shall be mutually agreed. 6




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Customer escalation management TAC team would be responsible for handling customer escalation. Cosine
representativemay be involved as when required. The priority of all the bugs
would be decided by TAC lead based on customer requirements. Patch fixes / Patch release management TAC team lead would be responsible for delivering patch fixes to the customer. Testing processes QA lead would define the schedule for testing of patch releases. QA team would
follow the existing QA processes. Risk management Any risks which will be identified as a part of this project will be jointly
reviewed and agreed by both Wipro and CoSine. Best efforts Wipro acknowledges and understands that Clients end customers are dependent
upon Wipro to provide the services outlines in Section 2.2. Wipro and CoSine
agree to work together in good faith and to use best efforts to ensure that the
services are provided in conformance with this project plan. In the event that
CoSines end customers request to contract with Wipro directly for support
services described herein, CoSines and Wipro will meet and discuss whether
such requests can be accommodated. Any accommodation must be approved by both
parties. Cosine has communicated to its end customers that there will not be an
escalation point provided from Cosine in this SOW, and that best efforts will
be made from Wipro without the support of Cosine representation. Escalation Management This section defines the escalation process to be followed both by the CIDC
team and CoSine in case of need. If there is a need for onsite travel by a
Wipro engineer to the end customer location, it will be discussed and agreed
with on between Wipro and end customer. The cost for this onsite travel would
be paid for in advance by the end customer.
For any query from customers of CoSine, following is the escalation path. Escalation
    
    Name
    
    Role
    
    E-Mail/ContactLevel 0
    
    Santosh Jha
    
    TAC Lead
    
    Santosh.jha@wipro.com
Wipro Technologies,
Electronics city,
Bangalore-560100
(Mobile number:9845689924)Level 1
    
    Shivaji Hogale
    
    Project Manager
    
    Shivaji.hogale@wipro.com
Wipro Technologies,
Electronics city,
Bangalore-560100
(Mobile number:9845854309)Level 2
    
    Ramadurai Ram
    
    Technical Manager
    
    Ramdurai.ram@wipro.com
Wipro Technologies,
Electronics city,
Bangalore-560100
(Mobile number:9845162668)Level 3
    
    Davis chackunny
    
    Group Head
    
    Davis.chackunny@wipro.com
Wipro Technologies,
Electronics city,
Bangalore-560100
(Mobile number:9845027246)Level 4
    
    Subbu Pochinappeddi
    
    Vice President
    
    Subbu.pochinapeddi@wipro.com
Tel: 91-80-5732631
 Level 5- A representative will be made available from Cosine on an as needed basis. 7




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FINANCIAL CONDITIONS Payment plan Project Cost: The total cost of the project is for the duration 1st October 2004  31st
December 2005 is USD 1087884excluding AMC, Lab expansion charges & billing for
existing 23 people from sustenance team till June 2005 . Entire Expenses for setting up TAC / QA operations & infrastructure would be
borne by Cosine. The projected costs includes the following costs  
    
    Manpower cost for TAC/QA support for 6 people from Oct 2004  Dec 2005
    
    Manpower cost for a 6 people sustenance team from July 2005- Dec
2005. The manpower cost for the 23 people sustenance team between
Oct2004-June2005 is covered as part of the Sustenance SOW
    
    Lab expansion cost
    
    Infrastructure costs for TAC and QA support The project cost break is given below: Monthly Recurring cost: Offshore Services
    
    
    777150TOTAL  USD
    
    
    777150
 Single Time Infrastructure investment cost: AMC for the servers
    
    
    10000Lab Expansion for TAC & QA support including Cisco switch, benches,
racks/ Codex shipment
    
    
    20400Lab running cost(5% of Lab expansion cost)
    
    
    1020TAC- PBX, equipments setup & outgoing call expenses
    
    
    38700Expenses on additional Dell dimension machines (#20) purchase
    
    
    26000Expenses on additional Sun server machines(pSOS Build servers
server) (#2) purchase
    
    
    30000Backup tapes & Hard drive
    
    
    3300TOTAL  USD
    
    
    129420
 8




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Total project Cost: Offshore Services
    
    
    777150AMC for the servers
    
    
    10000Lab Expansion for TAC & QA support including cisco switch, benches,
racks/ Codex shipment
    
    
    20400Lab running cost(5% of Lab expansion cost)
    
    
    1020TAC- PBX, equipments setup & outgoing call expenses
    
    
    38700Expenses on additional Dell dimension machines (#20) purchase
    
    
    26000Expenses on additional Sun server machines(pSOS Build servers
server) (#2) purchase
    
    
    30000Backup tapes & Hard drive
    
    
    3300TOTAL  USD
    
    
    906570
 Note1:The TAC & QA people will be billed 1.5 times the normal billing rate. Note2:Outgoing call made by TAC / QA team will be charged on actual. Outgoing
call would be approximately around 2000 USD per month. Note3:AMC for all additional servers will be charged once all the servers are
setup. Note 4: The existing SOW and this TAC/QA SOW invoices will be combined and
submitted quarterly starting Oct 2004. Assumption. Expenses mentioned in that above table are based on the
information/requirements available as on date. It may vary based on future
additional requirements. Once the project value as mentioned in the SOW is
exhausted, Wipro shall further provide any services only upon receipt of
approval for increased value from Cosine. Contingency: It is envisaged that there could be additional expenditure to reasons beyond
the control of Wipro. These expenditures shall be discussed and mutually agreed
upon prior to their incurrence. These expenditures have a bearing on the
project cost, if and when they occur. Hence, a contingency amount (20%) may be
required if such additional expenditures are encountered. This is estimated to
be USD 181314. The total cost of the project including contingency is USD
1087884. The break-up is given in the table below: Contingency
    
    181314 USDTotal Project Cost (with contingency)
    
    1087884 USD
 The parties agree that the contingency balance shall be separately
maintained and treated as a deposit, and any expenditure that is applied
against the contingency shall be mutually agreed upon between the parties. At
the end of the project term, any unused portion of the contingency shall be
promptly refunded in full to Client. The Client acknowledges and agrees that the services fees for the services in
excess of the estimated workload for the project (estimated workload is
understood to be approximately 9




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forty-five (45) hours per person assigned to the project per week)shall be
calculated on the basis of the following rates: USD 4100 (Till December 2004) & USD 4500 (from Jan 2005 to Dec 2005) for
software engineer per month for services performed out of India. For services
to be performed in USA for the software engineer per month would be USD 10,000
and 2000 USD per travel towards travel fare & Visa fees. WIPRO will begin billing Cosine in October 2004, quarterly for both the
existing SOW and this TAC/QA SOW through December of 2005. The combined invoice
will be payable within in Net 15 days. Wipro acknowledges that the above
represents payment in advance by CoSine for services to be rendered by Wipro
during a specified service term. CoSine shall be entitled to a pro rata refund
of any unearned service fees from Wipro for any portion of the paid-up service
term during which Wipro does not actually provide the services. Any non receipt
of payment will be treated as a breach and Wipro has an option to terminate
immediately without any notice on the happening of such an event. In any case
of conflict between parties, this SOW will govern the agreement between Wipro
and Cosine. TAC / QA People Resource Plan: Oct 04
    
    Nov 04
    
    Dec 04
    
    Jan 05
    
    Feb 05
    
    Mar 05
    
    Apr 05
    
    May 05
    
    Jun 05
    
    Jul 05
    
    Aug 05
    
    Sep 05
    
    Oct 05
    
    Nov 05
    
    Dec 05
    
    TotalOffshore
    
    
    7
    
    
    
    7
    
    
    
    7
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    93Onsite
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 CIDC Engineering People Resource Plan: Jul 05
    
    Aug 05
    
    Sep 05
    
    Oct 05
    
    Nov 05
    
    Dec 05
    
    TotalOffshore
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    6
    
    
    
    36Onsite
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 INTELLECTUAL PROPERTY All developed modules are the Intellectual Property of CoSine Others Wipro shall be only obligated to provide services under this SOW upon the
following:  a)
    
    Completion of Effective training and knowledge transfer from Cosine
and Wipro.b)
    
    Set up of the Lab at Wipro premises by Cosine.c)
    
    Cosine ensuring that Cosines equipments are properly functioning and
adequately maintained.d)
    
    Any instructions /information requested by Wipro are processed and
confirmed by dedicated personnel from Cosine. 10




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SIGN-OFF PAGE In witness whereof, the parties have caused this Statement of Work to be
executed by their duly authorised representatives, and entered into as of the
effective date set forth upon final execution by the last signatory hereto, Wipro Limited
    
    CoSine CommunicationsBy: /s/
Tim Burke
    
    By: /s/ Terry GibsonSenior Business Manager
    
    CFOOctober 15, 2004
    
    October 14, 2004
 11