<PAGE>


EXHIBIT 10.25

[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK
(***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION.]

[ADAPTIVE NETWORKS LOGO]                            [NEWVISUAL CORPORATION LOGO]


             AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT

This Amended and Restated Development and License Agreement (this "Agreement")
is made and entered into as of November 29, 2004 (the "Effective Date") by and
between Adaptive Networks, Inc. ("ANI"), a Massachusetts corporation with its
principal place of business at 94 Wells Avenue, Newton, MA 02459, and New Visual
Corporation ("NVC"), a Utah corporation with its principal place of business at
5920 Friars Road, Suite 104, San Diego, CA 92108 (individually hereinafter
sometimes a "Party" and collectively, the "Parties"). Capitalized terms used
herein without definition are defined in Section 2.

Background

WHEREAS, ANI and NVC are parties to the Prior Agreement and wish to amend and
restate the Prior Agreement as provided in this Agreement;

WHEREAS, ANI is the owner of and is developing certain technologies for
communications over various media, including powerlines and copper telephone
wire, that are degraded by noise, signal attenuation and/or signal distortion;

WHEREAS, NVC is the owner of and is developing certain technologies for
high-speed communications over metallic media, including copper telephone wire;

WHEREAS, NVC desires to receive from ANI, and AN! desires to grant to NVC, a
perpetual, worldwide right and license to its PowerStream Technology in the
Field;

WHEREAS, NVC and ANI have been jointly working to develop MWB Technology;

WHEREAS, NVC desires to engage HelloSoft (as defined below) to perform certain
development services for it pursuant to the terms of the Developer Agreement;
and

WHEREAS, ANI and NVC desire to clarify their ownership rights in the MWB IP and
MWB Deliverables;

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NOW, THEREFORE, in consideration of the mutual promises, obligations and
agreements contained herein and other good and valuable consideration, the
receipt and adequacy of which each party acknowledges, and intending to be
legally bound, the parties hereto agree as follows:

         1.       Purpose and Scope of Agreement

         This Agreement sets forth the terms and conditions under which the
         PowerStream Technology is licensed to NVC and clarifies the respective
         rights of NVC and ANI in the MWB IP and MWB Deliverables. The Prior
         Agreement is hereby amended and restated in its entirety, and except as
         amended and restate herein, the Prior Agreement shall hereafter be void
         and of no effect.

         2.       Definitions

     2.1 "Affiliate" of a Party means any person that is directly or indirectly
         controlled by, under common control with, or that controls such Party.

     2.2 "Code" means programming instructions for any Deliverables. Unless
         otherwise stated herein, to the extent applicable, Code includes, but
         is not limited to, the following Deliverables: chip design code,
         firmware, system simulation software, source code, system modules,
         emulations, test benches, design validation code, run time software,
         and object code.

     2.3 "Competitor" of a Party shall mean any person that is not an Affiliate
         of such Party that derives substantial revenues at the relevant time
         from the sale or license of products, services or intellectual property
         directly competitive with those of such Party, or is actively preparing
         to do so.

     2.4 "Deliverables" means MWB Deliverables and PowerStream Deliverables.

     2.5 "Documentation" means any information in any medium, including training
         materials, pertaining to the Deliverables, including product
         descriptions, specifications, reference designs and technical manuals.

     2.6 "Error" means any of the following:

         (1)      "Code Error" means Code that does not meet the Specifications
                  for any applicable Deliverables.
         (2)      "Documentation Error" means a material failure of the
                  Documentation to accurately describe a program function
                  contained in any applicable Deliverables; Documentation that
                  does not meet the Specifications for any applicable
                  Deliverables; or Documentation that does not enable a
                  reasonably competent developer to use the Code for further
                  development purposes, as described in the Deliverables.


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         (3)      "Other Error" means any material non-conformance of the
                  Deliverable with all or any part of the Specifications for the
                  Deliverable, other than Code Error or Documentation Error.

     2.7 "Field" means transmission products for any portion of the
         telecommunications network comprised of copper telephone wire between
         and including the carrier's facility and the termination of that wire
         at the access point at the user premises, including in-building copper
         telephone wire cable riser applications in multi-tenant units (MTUs)
         and multi-dwelling buildings (MDUs). Other in-building applications are
         not included in the Field.

     2.8 "HelloSoft" means HelloSoft, Inc., a California corporation having its
         place of business at 2099 Gateway Blvd., Suite 200, San Jose, CA 95110,
         or any other third party with whom NVC may contract for development
         services with respect to the MWB Technology and the MWB Deliverables.

     2.9 "Developer Agreement" means that certain Services Agreement between NVC
         and HelloSoft dated as of March 31, 2004, as amended by Amendment No. 1
         thereto dated as of the date of this Agreement, or any other agreement
         with other third party for development services with respect to the MWB
         Technology, the MWB Deliverables, the PowerStream Technology or the
         PowerStream Deliverables.

     2.10"Improvement" means an Invention or work of authorship which is a
         revision, enhancement, modification, translation, abridgement,
         condensation, expansion, improvement, refinement or embodiment of
         PowerStream Deliverables or MWB Deliverables and is conceived and
         reduced to practice, which if made, sold, copied, distributed or used
         without a license from the owner(s) of such technology would constitute
         an infringement of the PowerStream lP or the MWB IP.

     2.11"Invention" means any idea, design, concept, technique, invention,
         discovery or improvement, whether or not patentable, including without
         limitation the inventions claimed in the PowerStream Patents and the
         MWB Patents.

     2.12"IP" means (i) Patent Rights, (ii) rights of ownership in any Invention
         underlying any Patent Rights, (iii) all United States and foreign
         semiconductor mask work rights and registrations for such rights, (iv)
         rights to trade secrets, know-how, technical information and technical
         data, (v) copyrights and other literary property and author's and moral
         rights, whether or not copyrightable, and (vi) all Improvements to any
         of the foregoing. "IP" does not include any rights in any trademarks,
         trade names, service marks or logos, or the goodwill associated
         therewith; provided, however, that NVC may use ANI's mark
         "PowerStream", in a manner approved in advance in writing by ANI, to
         indicate that NVC's products include the PowerStream technology.

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<PAGE>

     2.13"Licensee" is defined in Section 5.2.2(ii).

     2.14"License Revenues" means consideration received by NVC from third
         parties pursuant to a direct or indirect license under the MWB IP
         and/or PowerStream IP from NVC.

     2.15"Maintenance Period" means the period commencing upon the first
         commercial shipment by NVC (including for these purposes any other
         party acting pursuant to authority granted by NVC) of a product
         practicing the MWB IP or the PowerStream IP and ending twelve (12)
         months thereafter.

     2.16"MWB Deliverables" means any and all hardware, firmware, software,
         object code, source code, programs, Documentation, information, notes,
         and materials, in whatever form, set forth in Schedule A.

     2.17"MWB IP" means all IP embodied in the MWB Deliverables on the Effective
         Date, including without limitation the Patent Rights represented by the
         MWB Patents, and all IP embodied in Improvements to the MWB
         Deliverables, other than PowerStream IP.

     2.18"MWB Patents" means the patent application specified as such on Exhibit
         D, any patent applications filed at any time to the extent that the
         claims of such patent applications read on Inventions comprising MWB IP
         conceived and reduced to practice prior to the end of the Maintenance
         Period, and any and all divisions, continuations,
         continuations-in-part, renewals and substitutes thereof or therefor,
         and patents issued pursuant thereto.

     2.19"MWB Technology" means that multiple wideband, high speed
         communications technology jointly developed by ANI and NVC, as further
         described in the document entitled "High-Data-Rate Long Distance
         Communications for Noisy and Attenuated Media such as VDSL," rev. 1.00,
         dated September 10, 2001, and which has been further developed pursuant
         to the Prior Agreement and will be further developed pursuant to the
         Developer Agreement.

     2.20"Net Sales Revenue" means, in the case of sales by NVC, the money
         (which does not include sales, tariff, duties and/or use taxes directly
         imposed or outbound transportation costs charged to customers) received
         by NVC for Products sold by NVC to third parties in bona fide arm's
         length transactions, less only amounts allowed or credited on returns,
         commissions paid to independent sales agencies and for cost of
         collections. If a Product is distributed or invoiced to an affiliated
         entity or otherwise for a discounted price substantially lower than
         customary in the trade, Net Sales Revenue shall be based on the
         customary amount billed by NVC for Products to unaffiliated third
         parties.

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<PAGE>

     2.21"Patent Rights" means all rights arising from or related to any and all
         patent applications, patents, and any and all divisions, continuations,
         continuations-in-part, renewals and substitutes thereof or therefor, in
         or under all patent classes or types, and any equivalent rights in all
         countries of the world.

     2.22"PowerStream Deliverables" means any and all hardware, firmware,
         software, object code, source code, programs, Documentation,
         information, notes, and materials, in whatever form, set forth in
         Exhibit B.

     2.23"PowerStream IP" means all IP embodied in the PowerStream Deliverables
         on the Effective Date, including without limitation the Patent Rights
         represented by the PowerStream Patents, and all IP embodied in
         Improvements to the PowerStream Deliverables made during the term of
         this Agreement, other than Improvements that relate only to the MWB
         Deliverables.

     2.24"PowerStream Patents" means the patents and patent applications
         specified as such on Exhibit C, any patent applications filed by ANI at
         any time to the extent that such claims read on inventions comprising
         PowerStream Technology conceived and reduced to practice prior to the
         end of the Maintenance Period, any and all divisions, continuations,
         continuations-in-part, renewals and substitutes thereof or therefor,
         and patents issued pursuant thereto.

     2.25"PowerStream Technology" means ANI's high speed powerline technology,
         which includes a synchronizer, a digital equalizer, a
         modulator/demodulator, a forward error correction encoder/decoder, an
         error detection encoder/decoder, physical layer management,
         segmentation and reassembly, link protocol, quality of service, and
         applicable interfaces.

     2.26"Prior Agreement" means that certain Development and License Agreement
         dated as of April [12], 2002.

     2.27"Products" means products that are designed for use only in the Field
         implementing PowerStream IP and/or MWB IP.

     2.28"Specifications" means the specifications for the MWB Deliverables as
         set forth in the documents entitled "Project Plan for Design and
         Verification of a Multiple Wide Band (MWB) Communications System
         Prototype, Nov 19, 2001 Revision 0.3" and "High-Data-Rate Long-Distance
         Communications for Noisy and Attenuated Media such as VDSL, Rev 1.00,
         September 10, 2001", as the same may have been completed, amended
         and/or supplemented pursuant to the Prior Agreement.

         3.       PowerStream License

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<PAGE>

     3.1 Grant of License. In consideration of NVC's payment of the license fee
         specified in Section 5.1(i) and (ii) of the Prior Agreement, the
         receipt and sufficiency of which ANI hereby acknowledges and confirms,
         ANI hereby grants to NVC a worldwide, exclusive (but only in the Field
         and subject to 3.2 below), perpetual, nontransferable (except as
         provided in Section 16.2) license under the PowerStream IP:

(i) to make, use, create, develop, sell, offer to sell, rent, lease, distribute,
market, commercialize, export and/or import Products anywhere in or throughout
the world;

(ii) to have Products made, used, created, developed, sold, offered for sale,
rented, leased, distributed, marketed, commercialized, exported and/or imported
anywhere in or throughout the world, provided that NVC may not have Products
made, created or developed by a Competitor of ANI without ANI's prior written
consent; and

(iii) to grant sublicenses (which may authorize further sublicensing through one
or more layers of sublicensees) to third parties to do the things permitted in
clauses (i) and (ii), provided that NVC may not grant such sublicenses to a
Competitor of ANI without ANI' prior written consent.

         Notwithstanding the foregoing, NVC shall have no rights under clauses
         (i) and (ii) outside of the Field and shall not make, have made for it,
         use, sell, offer to sell, export or import Products that are designed
         to permit general commercial use outside the Field without substantial
         modification.

     3.2 Exclusivity. ANI shall not, during the term of this Agreement, directly
         or indirectly, without the prior written consent of NVC:

(i) make, use, develop, sell, offer to sell, rent, lease, distribute, market,
commercialize, export and/or import any Products, or have any Products made,
used, sold, developed, offered for sale, rented, leased, distributed, marketed,
commercialized, exported and/or imported for it, that are designed to permit
general commercial use within the Field without substantial modification, nor

(ii) agree with or grant licenses to third parties to do so.

         Notwithstanding the foregoing, ANI may engage in research and
         development in the Field without restriction on its own behalf, but may
         not perform research and development in the Field for third parties.
         NVC acknowledges that ANI has previously granted non-exclusive licenses
         under the PowerStream IP in the Field to two parties with worldwide
         businesses headquartered in the United States, and the exclusivity
         given to NVC by this Section is subject to those licenses.

                                       6
<PAGE>

     3.3  Reservation of Rights. ANI retains all rights in respect of the
          PowerStream IP outside the Field, directly or indirectly, through the
          grant of licenses to third parties or otherwise.

     3.4  Assignment and Delivery of PowerStream Improvements. NVC hereby
          assigns and agrees to assign to ANI all right, title and interest in
          and to all Improvements (including without limitation all IP embodied
          therein) under the PowerStream IP or the PowerStream Technology made
          by NVC or on its behalf by any other party during the term of this
          Agreement that do not meet the definition of MWB Technology or MWB IP;
          such Improvements shall be included within the license granted in
          Section 3.1, and shall accordingly be subject to Section 3.2. NVC
          shall disclose all such Improvements to ANI as and when made and shall
          deliver to ANI all such Improvements, or copies thereof, together with
          all Code, Documentation and other information relating thereto, as and
          when the same are created.

          4.   Delivery and Acceptance of Deliverables.

          Simultaneously with the execution of this Agreement, ANI has delivered
          the Deliverables to NVC, AS IS and without regard to whether the
          Deliverables are in accordance with the Specifications and the
          Development Schedule under the Prior Agreement or contain Errors. NVC
          hereby unconditionally and irrevocably accepts the Deliverables, AS IS
          and without regard to whether the Deliverables are in accordance with
          the Specifications and the Development Schedule under the Prior
          Agreement or contain Errors. NVC acknowledges and agrees that ANI
          shall have no further development obligations to NVC with respect to
          the Deliverables or otherwise.

          5.   MWB IP

     5.1  Co-Ownership of MWB IP. The Parties' shall be joint owners of all
          right, title and interest of either party in the MWB IP and any
          Improvements thereon developed prior to the end of the Maintenance
          Period, including without limitation any rights acquired by NVC
          pursuant to Section 4(c) of the current Developer Agreement. NVC shall
          disclose all such Improvements to ANI as and when made and shall
          deliver to ANI all such Improvements, or copies thereof, together with
          all Code, Documentation and other information relating thereto, as and
          when the same are created. NVC will not modify the current Developer
          Agreement or enter into any subsequent Developer Agreement without
          ANI's prior written approval, which shall not be unreasonably
          withheld, and shall allow a reasonable period for review by ANI and
          its attorneys. Accordingly, to the extent necessary to effect such
          joint ownership, each Party hereby assigns and agrees to assign to the
          other Party a one-half undivided interest in any MWB IP and any
          Improvements thereon developed prior to the end of the Maintenance
          Period, without royalty or other consideration, except as expressly
          provided herein. Each Party agrees to execute any documents, provide
          any affidavit, testimony, statement and information, and render any
          assistance necessary to register (including, but not limited to, any
          patent, copyright or other registry), prove or evidence the other
          Party's co-ownership rights set forth in this section, or to otherwise
          carry out the intent of this section. Without limiting the generality
          of the foregoing, ANI agrees to take such steps as are necessary to
          register NVC as a co-owner of the MWB Patents.

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<PAGE>

     5.2  Restrictions on Ownership Rights.

     5.2.1 Restrictions on NVC's Ownership Rights. During the term of this
          Agreement, NVC shall not, directly or indirectly:

                  (i)      make, have made, use, sell, offer to sell, rent,
                           lease, distribute, market, commercialize, export or
                           import Products that are designed to permit general
                           commercial use outside the Field without substantial
                           modification, nor allow any of its Licensees (as
                           hereinafter defined) to do the same, without the
                           prior written consent of ANI (which may be withheld
                           or made subject to conditions in ANl's sole
                           discretion); or

                  (ii)     grant licenses under the MWB IP or the PowerStream IP
                           to, or have Products made by, a Competitor of ANI
                           without ANI's prior written consent.

     5.2.2 General Provisions Regarding Restrictions.

                  (i)      Each Party expressly agrees that the restrictions to
                           which it is subject are reasonable in scope and are
                           to be enforced to the full extent of their reasonable
                           meanings, and that this Agreement, including any
                           ambiguities in the expression of the restrictions,
                           shall be interpreted to maximize the scope and
                           enforcement of the restrictions.

                  (ii)     Each Party shall impose the restrictions to which it
                           is subject by legally enforceable written agreement
                           on all third parties that acquire Products or rights
                           under the MWB IP directly or indirectly from such
                           Party, including any successor, acquiror, assignee or
                           transferee ("Licensees"). Any agreement granting or
                           transferring rights under the MWB IP which fails to
                           do so shall be void and of no effect.

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<PAGE>

                  (iii)    Each Party shall be responsible for the compliance or
                           noncompliance of its Licensees with the restrictions
                           to which it is subject.

                  (iv)     If NVC intentionally and materially violates the
                           restrictions set forth in Section 5.2.1 and fails to
                           cease such violations within thirty (30) days after
                           receiving written notice thereof from ANI, then, in
                           addition to any other remedies to which ANI may be
                           entitled, Section 3.2 shall thereafter no longer
                           apply.

     5.3 Benefits from Exercise of Ownership Rights. Except as specifically
         provided herein, a Party shall not be liable to the other Party in any
         way for damages, revenues, profits, accounting, income, royalties or
         any other benefits, monetary or other, derived by such Party from or in
         connection with exercising its ownership right, title or interest in or
         to the MWB IP in accordance with the provisions of Sections 5.1 and 5.2
         of this Agreement. Each Party shall be solely responsible for any
         taxes, liabilities, damages, duties, fines, penalties, fees, charges or
         other burdens arising from or in connection with such Party's exercise
         of its ownership right, title or interest in or to the MWB IP.

         6.   License Fee, Development Fee and Royalties.

     6.1  License and Development Fees. ANI acknowledges that NVC has paid in
          full the license and development fees required to be paid under the
          Prior Agreement and that NVC is not required to pay any additional
          license or development fees hereunder.

     6.2  Royalties.

     6.2.1 Royalties. NVC shall pay ANI the following royalties:

     (i)  *** of the Net Sales Revenue of all Products sold by NVC; and

     (ii) *** of License Revenues received by NVC, provided that, for any period
          or periods in which NVC's aggregate License Revenues are less than or
          equal to *** of the aggregate revenue base upon which they are
          calculated, ANI agrees to renegotiate in good faith the royalty for
          License Revenues with NVC with a view to reaching mutual agreement on
          a royalty for License Revenues that is economically viable for NVC.

         (collectively "Royalties")


-----------
*** Confidential material redacted and filed separately with the Commission.

                                       9
<PAGE>

         a. Reports and Payments. NVC shall provide to ANI within sixty (60)
         days after the end of each calendar quarter a report setting forth the
         calculation of the Royalties due in respect of such quarter,
         accompanied by payment of such Royalties. If no Royalties are owing the
         report shall so state. All payments shall be made by check or wire
         transfer in US Dollars to such address or bank account as may be
         designated by ANI from time to time.

         b. Records and Audits. NVC shall keep complete and accurate books and
         records of all sales of Products and licenses by NVC, which may be
         inspected by ANI or its representatives from time to time upon
         reasonable notice. If any such inspection discloses underpayments of
         royalties for any period audited, NVC shall pay such amount promptly
         with interest at a rate of 1.5% per month (or, if less, the highest
         amount permitted by law); provided that if the amount due exceeds 5% of
         the amount paid for such period, in addition NVC shall reimburse ANI
         for the reasonable cost of the inspection.

         c. Credit Against Royalties. The first $5,000,000 of Royalties
         otherwise payable by NVC shall be offset by a credit in the same
         amount.

         6.2.2  Late Payments. Royalties not paid when due shall be subject to
                interest at the rate of one-and-one-half percent (1-1/2%) per
                month or, if less, the maximum rate of interest allowable under
                law. If any Royalties are not paid when due hereunder, ANI shall
                be entitled to recover its costs and expenses (including without
                limitation reasonable and necessary collection fees and attorney
                fees) incurred in connection with collecting such Royalties.

         6.2.3  Prior Agreement Obligations. Both Parties acknowledge that
                neither Party has any obligation or liability to the other Party
                in connection with the Prior Agreement except to the extent that
                such obligation or liability is restated in this Agreement.

         7.     MWB IP Program

         7.1    Prosecution. From and after the Effective Date, ANI shall
                diligently and promptly file all applications in respect of all
                MWB IP on behalf of both ANI and NVC as co-owners of an equal
                share of all MWB IP, and shall diligently and competently
                conduct any prosecution and maintenance of all MWB IP (the "MWB
                IP Program"). ANI will keep NVC fully informed of the status of
                the MWB IP Program and promptly provide NVC with all copies and
                documents related to the MWB IP Program. NVC shall cooperate
                with ANI's filing, prosecution and maintenance under the MWB IP
                Program in all respects reasonably requested by ANI, and hereby
                appoints ANI as its attorney-in-fact to take any actions or
                execute any documents necessary for reasonably conducting such


                                       10
<PAGE>

                filing, prosecution and maintenance under the MWB IP Program in
                the event that NVC fails to do so. If ANI fails to diligently
                and competently conduct the prosecution and maintenance of a
                filed application or issued patent, then NVC may do so, at its
                own expense. If NVC requests that ANI seek patent protection for
                the MWB IP in one or more countries where AN! is not seeking
                such protection, and if ANI refuses or fails to diligently and
                promptly do so, then NVC may do so, at its own expense. To the
                extent necessary, ANI shall cooperate with NVC's filing,
                prosecution and maintenance of any such applications and patents
                in all respects reasonably requested by NVC, and hereby appoints
                NVC as its attorney-in-fact to take any actions or execute any
                documents necessary for reasonably conducting such filing,
                prosecution and maintenance in the event that ANI fails to do
                so.

         7.2    Costs of the MWB IP Program. Except with respect to an
                application pursued solely by NVC, all reasonable costs of the
                MWB IP Program shall be shared equally by both Parties, and NVC
                shall remit its share of such costs to ANI promptly upon written
                demand therefor, accompanied by supporting documentation setting
                forth in reasonable detail the costs, including without
                limitation filing fees and invoices for services rendered by
                third parties.

         8.     Third Party Infringement of IP Rights

         8.1    Prosecution. If at any time either Party obtains information
                that there is occurring substantial infringement by any
                unlicensed party of the PowerStream IP or the MWB IP, such Party
                shall promptly give written notice thereof to the other Party.

         8.1.1  Infringement Outside Field. In the case of infringement of the
                MWB IP outside of the Field, ANI shall determine in its sole
                discretion whether and, if so, how to take action against such
                infringement. If ANI for any reason does not bring suit against
                or enter into negotiation for a settlement with any alleged
                infringer of the MWB IP within a reasonable time after receiving
                notice of the alleged infringement (it being agreed that ANI's
                failure to so act for a period in excess of 90 days shall be
                deemed to be unreasonable), then NVC may seek to prevent such
                infringement by any means that NVC, in its sole discretion, may
                deem to be necessary. Any recovery obtained by NVC or ANI, as
                the case may be, as the result of its proceeding against
                infringement of the MWB IP by court action, settlement or
                otherwise shall be paid over to, or retained by, ANI after
                deducting from such recovery the reasonable expenses (including
                attorneys' fees) incurred in connection with the protection and
                enforcement of such IP.

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         8.1.2  Infringement in Field. In the case of infringement of the MWB IP
                in the Field, NVC shall determine in its sole discretion whether
                and, if so, how to take action against such infringement. If NVC
                for any reason does not bring suit against or enter into
                negotiation for a settlement with any alleged infringer of the
                MWB IP within a reasonable time after receiving notice of the
                alleged infringement (it being agreed that NVC's failure to so
                act for a period in excess of 90 days shall be deemed to be
                unreasonable), then ANI may seek to prevent such infringement by
                any means that ANI, in its sole discretion, may deem to be
                necessary. Any recovery obtained by ANI or NVC, as the case may
                be, as the result of its proceeding against infringement of the
                MWB IP by court action, settlement or otherwise shall be paid
                over to, or retained by, NVC after deducting from such recovery
                the reasonable expenses (including attorneys' fees) incurred in
                connection with the protection and enforcement of such lP, and
                shall be treated for royalty purposes as License Revenues.

         8.2    Cooperation. In connection with any action taken by either Party
                hereto to protect or enforce the PowerStream IP or the MWB IP or
                to prevent infringement thereof, the other Party shall, if
                requested, make available to the Party undertaking such action,
                at the expense of such Party, any and all relevant information,
                data, documents, consultants, expert witnesses, and any other
                materials or assistance of any kind whatsoever. In addition, as
                required by law or applicable local procedural rules, either
                Party shall join as party plaintiff in any suit filed by the
                other Party, and hereby appoints the other Party as its
                attorney-in-fact to enter its appearance as a party plaintiff
                and execute any necessary documents in the event that the
                joining Party fails to do so. The Party undertaking any such
                action shall reimburse the other Party for all costs and
                expenses the other Party reasonably incurs in connection with
                its involvement in such action. Neither Party may enter into a
                settlement of a claim of infringement of or by the MWB IP
                without the prior written consent of the other Party, which
                consent shall not be unreasonably withheld or delayed.

         9.     Representations and Warranties; Disclaimer of Certain
                Warranties

         9.1    Representations and Warranties. ANI represents and warrants to
                NVC as follows:

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<PAGE>

         (i)    ANI is the sole owner of all right, title, and interest in and
                to the PowerStream IP, or by license has the full power and
                authority to enter into this Agreement and to grant the rights
                provided herein,

         (ii)   the execution, delivery and performance of this Agreement has
                been authorized by all required action on the part of ANI, and
                does not violate any agreement to which ANI is a party or to
                which its properties or assets are subject;

         (iii)  this Agreement is valid, legally binding and enforceable on ANI
                in accordance with its terms, except as enforceability may be
                limited by general equitable principles and laws affecting
                creditors' rights generally;

         (iv)   the PowerStream IP constitutes all of the IP rights that relate
                to the PowerStream Technology; (ii) ANI is not aware of any
                infringement or claim of infringement of the PowerStream IP or
                the MWB IP; (iii) ANI is not aware of any IP rights of any other
                party that would be infringed or misappropriated by the license
                granted to NVC in this Agreement, the MWB Technology or the
                making, using, selling, offering for sale, importing or
                exporting of Products in the Field; and (iv) no interference or
                opposition proceeding is pending or threatened relating to the
                PowerStream Patents or the MWB Patents; and

         9.2    Disclaimer of Other Warranties. ANI MAKES NO OTHER WARRANTIES IN
                CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION,
                ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
                FOR A PARTICULAR PURPOSE AS TO THE POWERSTREAM IP, THE MWB IP,
                OR ANY PRODUCT. ANI MAKES NO WARRANTY OR REPRESENTATION AS TO
                THE VALIDITY OR SCOPE OF ANY PATENT, THAT ANY PRODUCT WILL BE
                FREE FROM INFRINGEMENT OF PATENT OR OTHER INTELLECTUAL PROPERTY
                RIGHTS OF THIRD PARTIES, OR THAT NO THIRD PARTIES ARE INFRINGING
                ANY OF THE IP COVERED BY THIS AGREEMENT.

         10.    Indemnification

         10.1   Indemnification by NVC for Infringement Claims. NVC shall (i)
                defend, and/or at its option settle, any Proceeding by a third
                party against ANI based on a claim that Products as sold by NVC
                infringe any IP rights of a third party, to the extent that such
                claim or suit arises out of further Improvements to the
                Deliverables, the MWB Technology or the PowerStream Technology
                after the Effective Date by NVC or its Licensees, or the


                                       13
<PAGE>

                combination, operation or use of the PowerStream Technology or
                the MWB Technology with equipment, devices or software not
                supplied by ANI, if such claim would not have arisen but for
                such combination, operation or use, unless ANI authorized or
                agreed to such combination, operation or use; and (ii) pay any
                direct damages finally awarded in such Proceeding, including any
                amount agreed to by NVC in a settlement, provided that (a) NVC
                is allowed sole control of the defense and settlement
                negotiations (although ANI may, at its option, be advised by
                separate counsel at its own expense); (b) ANI notifies NVC
                promptly in writing of such Proceeding (provided that the delay
                in furnishing notice or failure to give notice shall only
                relieve NVC of its indemnification obligations hereunder if and
                to the extent that such delay or failure materially prejudices
                NVC) and gives NVC all information reasonably known to ANI or in
                its possession or control relating thereto and reasonably
                necessary for such defense or settlement, and (C) ANI cooperates
                in all respects reasonably requested by NVC in the settlement
                and/or defense, at NVC's cost and expense. THE FOREGOING STATES
                ANI'S SOLE AND EXCLUSIVE REMEDY AND NVC'S ENTIRE OBLIGATION WITH
                RESPECT TO CLAIMS OF INFRINGEMENT OF ANY KIND.

         10.2   Indemnification for Other Claims.

         (a)    In General. Subject to the limitations set forth in Section
                10.2(b), ANI will indemnify and hold harmless NVC, and NVC will
                indemnify and hold harmless ANI, from and against any and all
                losses, costs, damages, liabilities and expenses (including,
                without limitation, reasonable legal fees if the Indemnifying
                Person, as hereinafter defined does not elect to defend, as
                hereinafter provided), net of any recoveries under insurance
                policies or tax savings benefiting the person entitled to
                indemnification hereunder (an "Indemnified Person"), arising out
                of any Proceeding by a third party based upon a
                misrepresentation or breach of or default in connection with any
                of the representations, warranties and covenants given or made
                by the other Party (the "Indemnifying Person") in this Agreement
                (hereafter in this Section 10.2 referred to as "Damages").The
                Parties agree that the provisions of this Section 10.2 will not
                apply to indemnification claims for infringement covered by
                Sections 10.1, nor to breach of contract claims of one Party
                against the other.

         (b)    Indemnification Limitations. The indemnification provided for in
                Section 10.2(a) will not apply unless and until the aggregate
                Damages for which an Indemnified Person seeks indemnification
                under Section 10.2(a) exceeds $50,000, in which event the
                indemnification provided for in Section 10.2(a) will include all
                Damages in excess of such sum.

         (c)    Indemnification Procedure. Promptly after the receipt by any
                Indemnified Person of notice or discovery of any claim or
                Proceeding giving rise to indemnification rights under this
                Section 10.2, such Indemnified Person will give the Indemnifying


                                       14
<PAGE>

                Person written notice of such claim or Proceeding (for purposes
                of this Section 10.2, a "Claim"). Within ten days of delivery of
                such written notice, the Indemnifying Person may, at its
                expense, elect to take all necessary steps properly to contest
                any Claim or to defend such Claim to conclusion or settlement.
                If the Indemnifying Person makes the foregoing election, then
                the Indemnifying Person will take all necessary steps to contest
                any such Claim or to defend such Claim to conclusion or
                settlement, and will notify the Indemnified Person of the
                progress of any such Claim, will permit the Indemnified Person,
                at such person's expense, to participate in such defense
                (provided, however, that if a conflict of interest exists which
                would make it inappropriate, in the reasonable opinion of such
                Indemnified Person, for the same counsel to represent both the
                Indemnified Person and the Indemnifying Person in the resolution
                of such Claim, then the Indemnified Person may retain separate
                counsel at its expense), and will provide the Indemnified Person
                with reasonable access to all relevant information and documents
                relating to the Claim and the Indemnifying Person's prosecution
                or defense thereof. If the Indemnifying Person does not make
                such election, then the Indemnified Person shall be free to
                handle the defense of any such Claim, will take all necessary
                steps to contest any such Claim or to defend such Claim to
                conclusion or settlement, will notify the Indemnifying Person of
                the progress of any such Claim, and will permit the Indemnifying
                Person, at the expense of the Indemnifying Person, to
                participate in such defense and will provide the Indemnifying
                Person with reasonable access to all relevant information and
                documents relating to the Claim and such Indemnified Person's
                defense thereof. In either case, the party not in control of a
                Claim will fully cooperate with, and will cause its counsel, if
                any, to fully cooperate with, the other party in the conduct of
                the defense of such Claim. Neither party will compromise or
                settle any such Claim without the written consent of either such
                Indemnified Person (if the Indemnifying Person defends the
                Claim) or the Indemnifying Person (if such Indemnified Person
                defends the Claim), such consent not to be unreasonably
                withheld.

         (d)    Notice of Claim. Any written notice of a Claim required under
                this Section 10.2 will be in writing and will contain the
                following information to the extent reasonably available to the
                Indemnified Person:

         (i)    the Indemnified Person's good faith estimate of the reasonably
                foreseeable maximum amount of the alleged Damages (which amount
                may be the amount of damages claimed by a third-party plaintiff
                in an action brought against such Indemnified Person); and

         (ii)   a brief description in reasonable detail of the facts,
                circumstances or events giving rise to the alleged Damages based
                on such Indemnified Person's good faith belief thereof and the
                basis under this Agreement for such Claim, including, without
                limitation, the identity and address of any third-party claimant
                (to the extent reasonably available to such Indemnified Person)
                and copies of any formal demand or complaint.

                                       15
<PAGE>

         11.    Confidentiality and Publicity

         11.1   Confidential Information. Each Party acknowledges that the other
                has provided, and will continue to provide during the term of
                this Agreement, access to certain confidential information,
                including but not limited to specifications, designs, plans,
                drawings, schematics, data prototypes and other technical and
                business information (hereinafter collectively referred to as
                "Confidential Information"), which is of substantial value, and
                that the other's business will be impaired if such Confidential
                Information is improperly disclosed or used. The terms of this
                Agreement shall be Confidential Information of each Party and
                shall be subject, on behalf of each of them, to the restrictions
                on disclosure described in this Article 11.

         11.2   Designation. The MWB Deliverables and the PowerStream
                Deliverables are Confidential Information of ANI. No other
                information of either Party disclosed hereunder shall be
                considered Confidential Information unless it is so designated
                in a reasonably clear manner. This provision shall be satisfied:
                (i) as to documentary disclosure, by marking "ANI Confidential",
                "ANI Proprietary" or the like, or "NVC Confidential", "NVC
                Proprietary" or the like on documents or other media containing
                Confidential Information; (ii) as to oral disclosures, by
                notifying the other Party in writing within thirty (30) days of
                each such oral disclosure that it contained Confidential
                Information and identifying specifically the information
                asserted to be confidential.

         11.3   Restrictions. Except as expressly permitted by this Agreement,
                neither party shall disclose Confidential Information of the
                other party to any third party for any purpose. Each party shall
                use, and require its employees and contractors (including
                without limitation HelloSoft) to use, the Confidential
                Information of the other solely and exclusively in connection
                with the purpose stated in Section 1 of this Agreement and shall
                permit access to the Confidential Information only to those of
                the receiving party's employees or contractors who need to know
                the same in the performance of their duties in connection with
                this Agreement and who are legally obligated to comply with this
                Agreement by written agreement or otherwise.

         11.4   Exceptions. The foregoing restrictions shall not be applicable
                with respect to information that: (a) was previously known to
                the receiving party free of any confidentiality obligation, as
                can be demonstrated by the contemporaneous records of that
                party, (b) was independently developed by the receiving party
                without use of the Confidential Information received hereunder
                as demonstrated by tangible evidence, (c) is or becomes publicly
                available other than by unauthorized disclosure hereunder, (d)
                is disclosed to third parties by the disclosing party without
                restriction, or (e) is received by the receiving party from a
                third party without restriction and without violation of any
                confidentiality obligation.

                                       16
<PAGE>

         11.5   Permitted Disclosures. Disclosure of Confidential Information
                shall not be a breach of this Agreement: (a) if such disclosure
                is compelled by the order of a court or governmental or
                regulatory agency, provided that the party making the disclosure
                shall have promptly advised the other party and made a
                reasonable effort to obtain a protective order requiring that
                the Confidential Information so disclosed be placed under seal
                or similar procedure to maintain the confidentiality of such
                Confidential Information and used only for the purpose for which
                the order was issued, (b) to the extent necessary to
                governmental officials in obtaining governmental approvals, if
                any, required in connection with the manufacture, use or sale of
                any Product, (c) to the extent that publication or disclosure of
                technical information is necessary to continue, renew or obtain
                additional Patents, or (d) with respect to this Agreement, to
                the extent reasonably deemed necessary by NVC as a result of its
                disclosure obligations under the federal securities laws.

         11.6   Publicity. Neither Party shall issue a press release or other
                publicity that uses the name of the other Party or its
                trademarks, service marks, trade names, product names or brands,
                or otherwise reveals the identity of the other Party, without
                the other Party's prior approval, which shall not be
                unreasonably withheld or delayed. ANI acknowledges that NVC will
                file this Agreement with the United States Securities and
                Exchange Commission, and NVC agrees to redact any information
                from the filed document that ANI reasonably identifies as
                confidential.

         12.    Maintenance; Support and Updates

         12.1   For twelve months following the Effective Date, at NVC's option
                ANI shall provide up to three person-days per month of support
                to NVC in its use and implementation of the PowerStream IP,
                PowerStream Technology and MWB Technology, at a rate of
                $1,250/person/day, plus reasonable expenses for ANI employees
                traveling to NVC. NVC may request support exceeding in the
                aggregate three days per month, and in such event NVC will
                forecast and commit to purchase a specified level of support so
                that ANI can plan and, if necessary, procure, sufficient support
                resources. ANI may accept or decline such request in its sole
                discretion.

         13.    Limitation of Liability

                                       17
<PAGE>

         13.1   EXCEPT WITH RESPECT TO A BREACH OF THE TERMS OF SECTION 9 IN NO
                EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
                EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT
                NOT LIMITED TO ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF
                DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN
                CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN
                ADVISED, KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH
                DAMAGES.

         13.2   THE LIMITATIONS STATED IN SECTION 13.1 ABOVE SHALL APPLY WHETHER
                THE ASSERTED LIABILITY OR DAMAGES IS BASED ON CONTRACT
                (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY), TORT
                (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL OR
                EQUITABLE GROUNDS. EACH OF THE LIMITATIONS OF LIABILITY IS
                INTENDED TO BE ENFORCEABLE REGARDLESS OF WHETHER ANY OTHER
                EXCLUSIVE OR NONEXCLUSIVE REMEDY UNDER THIS AGREEMENT FAILS OF
                ITS ESSENTIAL PURPOSE.

         14.    Term and Termination

         14.1   Term. This term of this Agreement begins on the Effective Date
                and shall continue until the expiration of the last expiring
                PowerStream Patent or MWB Patent.

         14.2   Termination of Development Obligations. Notwithstanding Section
                14.1, the provisions of Article 12 may be terminated by a Party
                in any of the following events:

         a.     Either Party may terminate if the other Party breaches a
                material obligation under this Agreement and such breach
                continues uncured for a period of thirty (30) days after written
                notice thereof or, if such breach is curable but cannot be cured
                within said thirty (30) days after written notice thereof, when
                the defaulting party has not within said thirty (30) days
                initiated reasonable action to attempt to cure it.
                Notwithstanding the foregoing, in the event that one party
                breaches a material obligation under this Agreement, and such
                breach continues uncured for a period of ninety (90) days after
                written notice thereof, the non-defaulting party may immediately
                terminate the above noted sections of Agreement on the
                ninety-first day after notice of such breach.

                                       18
<PAGE>

         b.     Either Party may terminate upon not less than twenty (20) days'
                written notice to the other Party if (i) a petition in
                bankruptcy is filed by or against the other Party, or a receiver
                or trustee of the property of the other Party is appointed, and
                such petition or appointment shall remain undismissed for a
                period of sixty (60) days, (ii) the other Party files a petition
                for reorganization under any bankruptcy, insolvency,
                reorganization, or other similar law, or makes an assignment for
                the benefit of creditors, (iii) the other Party is adjudged
                bankrupt or insolvent by any court of competent jurisdiction, or
                (iv) the other Party initiates any liquidation or termination of
                business or ceases doing business in the normal course.

         14.3   Effects of Termination. Upon any termination of this Agreement
                pursuant to Section 14.2, NVC will pay ANI any sums then due
                pursuant to this Agreement, and each Party will return to the
                other Party or, where the return of such material is
                commercially impractical, destroy all of the other's
                Confidential Information. All other provisions of this Agreement
                shall remain in full force and effect. Neither termination nor
                expiration of this Agreement shall relieve any Party from the
                duty to discharge all of such Party's obligations accrued or due
                prior to the date thereof, nor shall the exercise of the right
                to terminate by either Party constitute a waiver of any other
                remedies the terminating Party may have in law or equity.

         14.4   Survival. The Parties specifically agree that the license
                granted under Article 3 and the co-ownership provisions under
                Sections 5.1, 5.2 and 5.3 hereof will survive any termination
                pursuant to Section 14.2, any petition in bankruptcy,
                appointment of a receiver or trustee, reorganization,
                insolvency, liquidation or ceasing to do business of ANI or any
                successor, assignee or transferee of ANI. NVC does not waive,
                and nothing in this Agreement or the performance of this
                Agreement shall be construed or interpreted to constitute a
                waiver of, NVC's rights under 11 U.S.C. ss.365(n) or any
                equivalent or similar provisions under any other law, statute,
                regulation or order.

         15.    Notices.

                All notices or other communications required to be given
                hereunder shall be deemed sufficient if in writing and (a)
                personally delivered, (b) transmitted by prepaid express
                courier, (c) transmitted by facsimile (and confirmed by
                certified mail return receipt requested) or (d) provided by
                e-mail, with a confirmation of receipt, to the respective
                address of the parties set forth below:

                                       19
<PAGE>

        To ANI: Adaptive Networks, Inc.
                94 Wells Avenue
                Newton, Massachusetts 02459
                Attn: Michael Propp
                Phone: (617) 969-4050, ext. 24
                Facsimile: (617) 969-6898
                Email: mpropp@adaptivenetworks.com

        To NVC: New Visual Corporation
                5920 Friars Road, Suite 104
                San Diego, CA 92108
                Attn: Brad Ketch
                Phone: (619) 692-0333
                Facsimile: (619) 718-7446
                Email: bketch@newvisual.com

         or at such other address as either party shall have designed by written
notice to the other.

         16.    Miscellaneous

         16.1   Modifications. No modifications or amendments to this Agreement
                shall be valid unless in writing and signed by and on behalf of
                both Parties.

         16.2   Assignment. This Agreement shall be binding upon ANI's or NVC's
                successors or permitted assigns. Either Party (the "Seller") may
                assign its rights hereunder to the purchaser or surviving entity
                (the "Purchaser") in any stock, assets, merger or other
                transaction in which all or substantially all of the business of
                such Party, or that part of the business to which the subject
                matter of this Agreement relates, is transferred, regardless of
                the form such transaction may take; provided that the Purchaser
                assumes all of the obligations of the Seller hereunder and the
                Seller hereunder remains jointly and severally liable for such
                obligations. If the Purchaser, or any other party controlling,
                controlled by, or under common control with the Purchaser, is a
                Competitor of the other Party to this Agreement, then the
                assignment permitted by the preceding sentence shall only be
                permitted if such other Party gives its written consent, which
                shall not be unreasonably withheld. Except as expressly
                authorized in this Section, this Agreement may not be assigned,
                sold, mortgaged, pledged or otherwise disposed of by either
                Party in whole or part without the prior written consent of the
                other Party, and any attempt to do so shall be void and without
                effect.

         16.3   Injunctive Relief. The covenants and agreements of the Parties
                in Sections 3.1, 3.2, 5.1, 5.2 and Article 11 hereof are of a
                special character, and the Parties acknowledge that money
                damages alone may not compensate for any breach of such
                covenants and agreements. Therefore, the Parties expressly agree
                that in the event of the breach or threatened breach of any such


                                       20
<PAGE>

                covenants or agreements, in addition to any other rights or
                remedies, the parties shall be entitled to injunctive relief
                (without any requirement to post bond in connection therewith)
                compelling specific performance of, and other compliance with,
                the terms of such sections.

         16.4   Integration. This Agreement and any attachments hereto
                constitute the entire agreement between the Parties hereto with
                respect to the subject matter hereof. There are no agreements,
                understandings, covenants, conditions or undertakings, oral or
                written, express or implied, concerning such subject matter that
                are not merged herein or superseded hereby.

         16.5   Severability. If any provision of this Agreement, or the
                application of such provision to any person or circumstance,
                shall be held invalid, the remainder of this Agreement shall not
                be affected thereby and shall continue in full force and effect.

         16.6   Force Majeure. Neither Party to this Agreement shall be liable
                for its failure to perform any of its obligations hereunder
                during any period in which such performance is delayed by fire,
                flood, war, embargo, riot or the intervention of any government
                authority, provided that the party suffering the delay notifies
                the other party of the delay, acts diligently to remedy the
                cause of such delay, and promptly resumes its performance upon
                the cessation of the cause for the delay. Notwithstanding the
                foregoing, a party's performance shall not be excused for delays
                caused by any subcontractor or agent of that party, except to
                the extent that such subcontractor's or agent's performance of
                its obligations to that party would be excused if this Section
                16.6 were to apply to such obligation.

         16.7   Relationship of Parties. The Parties are independent contractors
                and are not, and shall not represent themselves as, principal
                and agent, partners or joint venturers. Neither party shall
                attempt to act, or represent itself as having the power, to bind
                the other or create any obligation on behalf of the other.

         16.8   Non-Solicitation. Unless otherwise agreed to by the Parties in
                writing, for the term of this Agreement and one year thereafter,
                neither Party shall recruit or solicit, offer employment to, or
                hire or employ any person who (i) is an employee or independent
                contractor of the other Party, or (ii) was an employee or
                independent contractor of the other Party within one year prior
                to any recruitment, solicitation, or employment of such person.

         16.9   Governing Law. This Agreement shall be governed by and construed
                in accordance with the laws of the Commonwealth of Massachusetts
                without reference to its choice of law principles.

         16.10  Dispute Resolution. All disputes arising under this Agreement
                between the Parties shall be resolved as follows: First, the
                senior management of each Party shall meet to attempt to resolve
                such disputes. If the disputes cannot be resolved by senior
                management, either party may make a written demand for formal


                                       21
<PAGE>

                dispute resolution. Within 30 days after such demand, the
                parties agree to meet for one day with an impartial mediator
                (mutually agreed upon by the parties or, if the parties cannot
                agree, selected by two mediators, one proposed by each party)
                and consider dispute resolution alternatives other than
                litigation. If a resolution or an alternative method of dispute
                resolution is not agreed upon within 15 days after the
                mediation, either party may begin litigation proceedings.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.

New Visual Corporation                          Adaptive Networks, Inc.



By:    /s/ Brad Ketch                           By:   /s/ Michael Propp
       ----------------------                         --------------------------
Name:  Brad Ketch                               Name: Michael Propp

Title: President & CEO                          Title: President


                                       22
<PAGE>


                                    EXHIBIT A

                                MWB DELIVERABLES



Two (2) CDs containing the existing PowerStream and MWB Technology and
Documentation relating thereto.



<PAGE>


                                    EXHIBIT B

                            POWERSTREAM DELIVERABLES



Two (2) CDs containing the existing PowerStream and MWB Technology and
Documentation relating thereto.


<PAGE>
<TABLE>
<S>     <C>


                                    EXHIBIT C

                               POWERSTREAM PATENTS

   1.       Power Line Communication System

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          4,815,106
          ------------------------------------------------------ ------------------------------------
          Canada                                                 1,280,482
          ------------------------------------------------------ ------------------------------------
          France                                                 0267930
          ------------------------------------------------------ ------------------------------------

   2.       Method and Apparatus for Data Encoding and
            Communication Over Noisy Media

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          5,727,004
          ------------------------------------------------------ ------------------------------------
          Canada                                                 2,215,380 pending
          ------------------------------------------------------ ------------------------------------

   3.       Method and Apparatus for Data Encoding and
            Communication Over Noisy Media

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          5,872,791
          ------------------------------------------------------ ------------------------------------

   4.       Method and Apparatus for Data Encoding and
            Communication Over Noisy Media

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          5,944,842
          ------------------------------------------------------ ------------------------------------

   5.       Reconfigurable On-Demand Telephone and Data Line System

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          5,774,526
          ------------------------------------------------------ ------------------------------------
          Australia                                              706,579
          ------------------------------------------------------ ------------------------------------
          Canada                                                 2,227,267 pending
          ------------------------------------------------------ ------------------------------------
          China                                                  96195951.X
          ------------------------------------------------------ ------------------------------------
          European Patent Application                            9692799.6 pending
          ------------------------------------------------------ ------------------------------------
          Israel                                                 122,965
          ------------------------------------------------------ ------------------------------------
          South Korea                                            98-700343
          ------------------------------------------------------ ------------------------------------
          Taiwan                                                 124,951
          ------------------------------------------------------ ------------------------------------
<PAGE>

   6.       Wideband Communication System Using Delay Line Clock
            Multiplier

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          20020015461 pending
          ------------------------------------------------------ ------------------------------------

   7.       Power Line Communication Network

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          20040075535 pending
          ------------------------------------------------------ ------------------------------------
          European Patent Application                            01927151.9 pending
          ------------------------------------------------------ ------------------------------------

   8.       Digital Equalization Process and Mechanism

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          PCT/US02/25138 pending
          ------------------------------------------------------ ------------------------------------
          European Patent Application                            02750450.5 pending
          ------------------------------------------------------ ------------------------------------

   9.       Error Correction Process and Mechanism

          ------------------------------------------------------ ------------------------------------
          COUNTRY                                                PATENT #
          ------------------------------------------------------ ------------------------------------
          United States                                          PCT/US02/25139 pending
          ------------------------------------------------------ ------------------------------------
          European Patent Application                            02750451.3 pending
          ------------------------------------------------------ ------------------------------------

<PAGE>

                                    EXHIBIT D

                                   MWB PATENTS


1.       Communicating Data Using Wideband Communications

          ---------------------------------------------------------------------------------------
          COUNTRY                                            PATENT#
          ---------------------------------------------------------------------------------------
          United States                                      PCT/USO2/27567 pending
          ---------------------------------------------------------------------------------------
          Australia                                          pending
          ---------------------------------------------------------------------------------------
          European Patent Application                        02766172.7 pending
          ---------------------------------------------------------------------------------------
          India                                              pending
          ---------------------------------------------------------------------------------------
          Japan                                              2003-526054 pending
          ---------------------------------------------------------------------------------------
          Singapore                                          200401116-9 pending
          ---------------------------------------------------------------------------------------
          South Korea                                        10-2004-7003133 pending
          ---------------------------------------------------------------------------------------
          South Africa                                       2004/2014 pending
          ---------------------------------------------------------------------------------------

2.       Communicating Data Using Wideband Communications

          ---------------------------------------------------------------------------------------
          COUNTRY                                            PATENT#
          ---------------------------------------------------------------------------------------
          United States                                      PCT/USO2/27568 pending
          ---------------------------------------------------------------------------------------
          European Patent Application                        02778202.8 pending
          ---------------------------------------------------------------------------------------

</TABLE>