EXHIBIT 10.32

AMENDMENT NO. 1
OF
1999 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
OF
HYBRID NETWORKS, INC.

This Amendment is made effective as of February 28, 2001, between Hybrid Networks, Inc. (the "Company")
and holders of a majority Registrable Securities outstanding under that certain Amended and Restated Investor Rights Agreement dated September 9, 1999 (the "Investor Rights
Agreement") between the Company and the Securities Holders (as defined in the Investors Rights Agreement). Except as provided otherwise herein, the capitalized terms in this
Amendment shall have the same meaning as set forth in the Investors Rights Agreement.

RECITALS

WHEREAS, the Company has on February 16, 2001 completed the sale of its securities (the "Financing") to a fund
of The Palladin Group L.P. and the Company is required in connection therewith to register for resale by the investor common stock underlying the securities so sold under a Registration Statement(s)
filed with the Securities and Exchange Commission.

WHEREAS,
in connection with the Financing, the Company and the undersigned desire to amend the Investors Rights Agreement as provided herein.

AGREEMENT

NOW THEREFORE, pursuant to Section 2.7 of the Investor Rights Agreement, the Company and the undersigned hereby amend Section 1.2.2 of such agreement by adding
to Section 1.2.2(a) the following as a new last sentence of such Section.



This
Amendment may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and
all of which together shall constitute one instrument.

Executed
effective as of the date first set forth above.

|COMPANY:              |  | 
|--------------------- |  | 
|HYBRID NETWORKS, INC. |  | 
|By:                   |  | 
|Name:                 |  | 
|Title:                |  | 

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Signature Page to
Amendment No. 1 of 1999 Amended and Restated Investor Rights Agreement

| |  | SPRINT CORPORATION              
| |  | --------------------------------
| |  | By:                             
| |  | Its:                            
| |  | Address:                        
| |  | Facsimile Number: (913) 624-8426

[Signature Page to Amendment of 1999 Amended and Restated Investor Rights Agreement]

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Signature Page to
Amendment No. 1 to 1999 Amended and Restated Investor Rights Agreement

| |  | Gary M. Lauder                  
| |  | --------------------------------
| |  | Address:                        
| |  | Facsimile Number: (650) 323-2172

[Signature Page to Amendment of 1999 Amended and Restated Investor Rights Agreement]

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Signature Page to
Amendment No. 1 to 1999 Amended and Restated Investor Rights Agreement

|ACCEL IV L.P.                    |  | ACCEL KEIRETSU L.P.                  
|-------------------------------- |  | -------------------------------------
|By: Accel IV Associates L.P.     |  | By: Accel Partners & Co., Inc.       
|Its: General Partner             |  | Its: General Partner                 
|By:                              |  | By:                                  
|Its:                             |  | Its:                                 
|Address:                         |  | One Palmer Square
Princeton, NJ 08542
|Facsimile Number: (609) 683-0384 |  | Facsimile Number: (609) 683-0384     

|ACCEL INVESTORS '95 L.P.         |  | ELLMORE C. PATTERSON PARTNERS        
|-------------------------------- |  | -------------------------------------
|By:                              |  | By:                                  
|Its:                             |  | Its:                                 
|Address:                         |  | One Palmer Square
Princeton, NJ 08542
|Facsimile Number: (609) 683-0384 |  | Facsimile Number: (609) 683-0384     

[Signature Page to Amendment of 1999 Amended and Restated Investor Rights Agreement]

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Signature Page to
Amendment No. 1 to 1999 Amended and Restated Investor Rights Agreement

|ACCEL VII L.P.                   |  | ACCEL INTERNET FUND III L.P.             
|-------------------------------- |  | -----------------------------------------
|By: Accel VII Associates L.L.C.  |  | By: Accel Internet Fund Associates L.L.C.
|Its: General Partner             |  | Its: General Partner                     
|By:                              |  | By:                                      
|Its: Managing Member             |  | Its: Managing Member                     
|Address:                         |  | One Palmer Square
Princeton, NJ 08542    
|Facsimile Number: (609) 683-0384 |  | Facsimile Number: (609) 683-0384         

|ACCEL INVESTORS '99 L.P.         |  |                                       |  | 
|-------------------------------- |  | ------------------------------------- |  | 
|By:                              |  |                                       |  | 
|Its:                             |  |                                       |  | 
|Address:                         |  | One Palmer Square
Princeton, NJ 08542 |  | 
|Facsimile Number: (609) 683-0384 |  |                                       |  | 

[Signature Page to Amendment of 1999 Amended and Restated Investor Rights Agreement]

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