<PAGE>   1
                                                                    EXHIBIT 10.3

             CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS
               OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN
                     SEPARATELY FILED WITH THE COMMISSION.


                             OEM PURCHASE AGREEMENT


                                     BETWEEN


                           PAIRGAIN TECHNOLOGIES INC.


                                       AND


                             VINA TECHNOLOGIES INC.

<PAGE>   2


                                      INDEX

<TABLE>
<CAPTION>
SECTION                    DESCRIPTION                                                    PAGE

<S>        <C>                                                                              <C>
1.         Definitions.......................................................................3
2.         Undertaking Sale of Product.......................................................5
3.         Pairgain's Product Qualification and Acceptance Process, and
           Additional Product Integrity Testing..............................................6
4.         Ordering and Delivery.............................................................7
5.         Cancellation and Rescheduling of Purchase Orders..................................8
6.         Intentionally left Blank..........................................................8
7.         Prices and Payment................................................................8
8.         Product and Process Changes.......................................................9
9.         Quality Control and Reliability Requirements,
           Supply Management and Pairgain's Inspecting Rights...............................10
10.        Product Marking..................................................................12
11.        Technical Assistance.............................................................13
12.        Documentation....................................................................13
13.        Title and Risk...................................................................15
14.        Acceptance or Rejection..........................................................15
15.        Warranty.........................................................................15
16.        Repair Procedures................................................................19
17.        Repair Services..................................................................20
18.        Emergency Replacement Product....................................................23
19.        Continuing Availability of Repair Services, Maintenance,
           Replacement and Repair Parts.....................................................23
20.        Force Majeure....................................................................24
21.        Hazardous Materials..............................................................25
22.        Information/Non-Disclosure.......................................................25
23.        Infringement.....................................................................27
24.        Insurance........................................................................28
25.        Termination and Continuing Rights................................................28
26.        Indemnity........................................................................30
27.        Consequential Damages............................................................30
28.        Marketing of Product.............................................................30
29.        Notices..........................................................................31
30.        Intentionally Left Blank.........................................................31
31.        Term.............................................................................31
32.        North America Free Trade Agreement - Procedures..................................32
33.        General..........................................................................32
</TABLE>


                                       i


<PAGE>   3



SCHEDULES

Schedule A -   Product List,Prices,  Documentation and FCA Delivery Locations

Schedule B -   Specifications and Acceptance Program

Schedule C -   Repair and Replacement Rates, Emergency Replacement Product and
               FCA Repair Locations

Schedule D -   Change Notification

Schedule E -   Cancellation and Rescheduling

Schedule F -   Procedures for Orders Utilizing Electronic And Technical Data
               Interchange Transmission

Schedule G -   Technical Assistance

Schedule H -   Notices

                                       ii

<PAGE>   4




                             OEM PURCHASE AGREEMENT


This Agreement is made as of May 8, 2000 by and between PAIRGAIN TECHNOLOGIES
INC., a Delaware corporation having its principle office at 14402 Franklin
Avenue, Tustin, California 92780-7013, and VINA TECHNOLOGIES INC., a California
corporation, having its principal office at 42709 Lawrence Place, Fremont, CA
94538.

WHEREAS the Parties hereto desire to establish the terms and conditions under
which VINA may sell to PairGain and PairGain may purchase the Product from VINA;

NOW THEREFORE, the Parties agree as follows:

1.      DEFINITIONS

1.1     As used herein:

(a)     "ARO" shall mean after receipt of Purchase Order or Release.

(b)     "Accounts" shall mean all accounts presently purchasing VINA products
        through and being supported by PairGain and any new accounts in which
        PairGain and VINA mutually agree will be deemed PairGain accounts.

(c)     "CANCELLATION CHARGE" shall mean the appropriate charge, if any,
        pertaining to cancellation of Purchase Orders set forth in Schedule E,
        Part I.

(d)     "FCA DELIVERY LOCATIONS" shall mean FCA delivery locations listed in
        Schedule A, Part III. (i.e. FOB shipping point)

(e)     "FCA Repair Locations" shall mean VINA's repair locations listed in
        Schedule C.

(f)     "DELIVERY DATE" shall mean the date specified in a Purchase Order or a
        Release when Product are to be shipped from VINA's loading dock to the
        delivery location.

(g)     "DOCUMENTATION" shall mean the documentation as described in Schedule A,
        Part II.

(h)     "EDI" shall mean the electronic data interchange procedures established
        in Schedule F to this Agreement.

(i)     "FREE CARRIER" or " FCA" shall have the meaning set forth in the
        International Chamber of Commerce document, "INCOTERMS 1990".

(j)     "HARDWARE" shall mean the physical portion of the Product and all parts
        and components for incorporation into the Product.


                                       3
<PAGE>   5

(k)     "PARTY" shall mean PairGain or VINA and "PARTIES" shall mean PairGain
        and VINA.

(l)     "PRICES" shall mean the prices applicable to the Product as set forth in
        Schedule A, Part I.

(m)     "PROCESS" shall mean a set of inter-related resources and activities
        which transform inputs into outputs; resources may include personnel,
        finance, facilities, equipment, techniques and methods.

(n)     "PRODUCT" shall mean the HDSL Multiservice Integrated Access Device
        (IAD) and the T1 Multiservice Integrated Access Device, also commonly
        referred to as HDSL Integrator and T1 Integrator, comprising Hardware,
        Software and firmware components, as manufactured by VINA for PairGain,
        if applicable, in which case such Product are to be listed in Schedule
        A, as such Schedule A may be modified from time to time by agreement of
        the Parties.

(o)     "PURCHASE ORDERS" shall mean purchase orders issued and accepted
        pursuant to Section 4.1.

(p)     "RELEASE" shall mean a verbal release confirmed in writing, the document
        issued (by any means of transmission) or output of an electronic
        "paperless" process initiated by PairGain pursuant to a Blanket Purchase
        Order by which the Delivery Date for such Blanket Purchase Order or
        portion(s) thereof is requested.

(q)     "REPAIR SERVICES" shall mean in the case of Product, the repair or
        replacement of defective Product as set forth in Section 16 hereof.

(r)     "SET OF SCHEDULES" shall mean the set of schedules attached hereto in
        accordance with this Agreement.

(s)     "SOFTWARE" shall mean any set of programs in machine readable object
        code, residing in memories or diskettes or other media for application
        in or with the Product, which provides basic logic, operating
        instructions, user-related application instructions and network
        management information as well as associated Software documentation.

(t)     "SPECIFICATIONS" shall mean the technical specifications and the other
        requirements listed, described or referred to in Schedule B, Part I,
        including acceptance test specifications, which are required to be met
        by the Product and the Documentation.

(u)     "TERM" shall have the meaning ascribed to such term in Section 31 of
        this Agreement.

(v)     "$" or "DOLLARS" shall mean lawful money of the United States of
        America.


                                       4
<PAGE>   6

2.      UNDERTAKING SALE OF PRODUCT

2.1     This Agreement sets forth the terms and conditions applicable to: (i)
        the sale by VINA of Product as set forth in Schedule A, and (ii) the
        purchase by PairGain of such Product for resale by PairGain into
        accounts, either directly or indirectly.

2.2     Schedule A, by written mutual agreement of the Parties, may be amended
        from time to time to add thereto other Product offered for sale by VINA,
        and/or to incorporate therein enhancements or new features introduced in
        Product by VINA.

2.3     Nothing in this Agreement shall be interpreted or construed to limit
        either Party's right to perform or to continue to perform its own
        independent research, development, manufacturing or marketing of any
        type of Product or systems even if such research, development,
        manufacturing or marketing pertains to technology or Product similar to
        the Product. It is anticipated that each party will bear the costs of
        its own development work.

2.4     VINA will:

        (a)    Assure PairGain that all prices, terms, warranties and benefits
               granted to PairGain by VINA for the Product and improvements are
               at least as favorable as those now offered by VINA to any of its
               customers under similar terms and conditions. If, during the
               duration of this Agreement, VINA should enter into an arrangement
               under similar terms and conditions as this Agreement with any
               other customer providing greater benefits or more favorable
               prices, this Agreement shall be deemed to be amended to provide
               the same to PairGain under the same conditions.

        (b)    Assign PairGain as the non-exclusive sales agent for the term of
               this contact.

        (c)    Support the sales at the Accounts of the platform with a best
               effort level of support.

        (d)    Develop, manufacture, sell and support systems and Plugs for the
               HDSL Integrator and T1 Integrator.

        (e)    Develop, manufacture, sell and support an HDSL PLUG which is
               compatible and Interoperable with PairGain's HiGain product line
               for resale by PairGain.

2.5     PairGain will agree to introduce the VINA Product at the Accounts
        through its sales channels.

        (a)    PairGain agrees that the following performance goals must be met:

               PairGain will sell a combined total of at least ** per year.

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

                                       5
<PAGE>   7


2.6     VINA intends to integrate PairGain's HDSL mini-modules into the T1
        Integrator to provide native HDSL connectivity. PairGain agrees to sell
        its HDSL mini-module (Module) to VINA at a preferential price for resale
        by VINA. The table in Schedule A, Part I, A, 3 specifies HDSL module
        preferential pricing for 2000. VINA and PairGain agree to re-negotiate
        in good faith the HDSL module pricing on a yearly basis. Pricing must be
        established by January 1 of each year.

2.7     VINA intends to incorporate these Modules into an HDSL Plug which
        PairGain will then OEM from VINA for sale to the Accounts. VINA agrees
        to allow PairGain to purchase the appropriate HDSL Plugs at a cost that
        is independent of the cost of the HDSL modules. The intent of this
        arrangement is to allow PairGain to resell the HDSL Plugs without having
        to double mark up the HDSL modules.

3.      PAIRGAIN'S PRODUCT QUALIFICATION AND ACCEPTANCE PROCESS, AND ADDITIONAL
        PRODUCT INTEGRITY TESTING

3.1     Prior to being purchased by PairGain, the Product will undergo a program
        of evaluation, qualification and acceptance by PairGain ("ACCEPTANCE
        PROGRAM") to verify their compliance with the Specifications. The
        Acceptance Program will be conducted in accordance with the provisions
        set out in Schedule B, Part II.

3.2     In order to enable PairGain to carry out the Acceptance Program, VINA
        will loan to PairGain, at no charge, a maximum of 4 units of the Product
        that are necessary to carry out the Acceptance Program specified in
        Schedule B, Part II.

3.3     PairGain's acceptance of the Product will take place upon successful
        completion by PairGain of its Acceptance Program, provided that the
        Product substantially comply with the Specifications. PairGain will
        notify VINA in writing of PairGain's acceptance of the Product within
        three (3) business days from successful completion of its Acceptance
        Program.

3.4     If, in the course of the carrying out the Acceptance Program, PairGain
        determines that the Product fails to substantially comply with the
        Specifications, PairGain will promptly notify VINA in writing of such
        failure in reasonable detail, and upon three (3) days receipt of such
        notice, VINA will investigate and promptly notify a member of the
        appropriate PairGain group of its plans, so that these may be discussed.
        In accordance with these discussions, VINA shall then, at its expense,
        take prompt and effective action to correct the notified deficiencies
        within such mutually agreed upon time-frame as will be required for the
        Product to be accepted on or before a date mutually agreed upon by VINA
        and PairGain. In such case, acceptance of the Product will take place
        upon verification by PairGain that the notified deficiencies have been
        corrected.


                                       6
<PAGE>   8

3.5     In the event that acceptance of the Product does not take place within
        the time-frame agreed by VINA and PairGain, PairGain or VINA shall be
        entitled to exercise any remedies under this Agreement at law or in
        equity.

3.6     In addition to the Acceptance Program, each mechanically different
        design shall be tested by PairGain on at least one occasion, and VINA
        agrees to provide reasonable assistance to PairGain in resolving any
        difficulties encountered during that testing, the exact form and terms
        of which assistance will be mutually agreed by the Parties.

4.      ORDERING AND DELIVERY

4.1     Purchase Orders

4.1.1   Product may be purchased, by PairGain through Purchase Orders with a
        schedule of delivery which PairGain may issue from time to time in
        accordance with this Agreement. The Parties acknowledge that such
        Purchase Orders may be transmitted by EDI as set forth in Schedule F
        hereof.

4.1.2   Purchase orders must utilize 30 day lead times. VINA agrees to make a
        best effort to deliver on purchase orders of less than 30 day lead
        times. PairGain agrees to provide, on a monthly basis, a 6 month rolling
        shipment requirement forecast. If a Purchase Order exceeds the previous
        forecast by over 25%, then VINA may ship the amount in excess of the
        forecast within 60 days.

4.1.3   The first 30 days of this forecast requirement will be a previously
        issued Purchase order.

        a)     The second 30 days will be a conversion of a previous forecast to
               a purchase order. This purchase order can vary from the previous
               forecast by +25% to -100%.

        b)     The following 4 months will be forecast requirements. These
               requirements can vary from the previous forecast as follows:
               61 - 90 days:      +50%, -100%
               beyond 90 days:    no limitations

4.1.4   VINA undertakes to accept any Purchase Orders issued hereunder by
        PairGain provided such Purchase Orders are consistent with this
        Agreement. VINA shall acknowledge receipt of each Blanket Purchase
        Order, Release or Purchase Order within three (3) business days ARO.

4.1.5   It is PairGain's intention that all Purchase Orders issued by PairGain
        to VINA shall refer to this Agreement. Notwithstanding that a Purchase
        Order issued in respect of Product does not refer to this Agreement, any
        such Purchase Order issued by PairGain during the Term shall be deemed
        to have been issued pursuant to this Agreement unless the Parties
        expressly agree in writing to the contrary.

4.1.6   A Purchase Order shall set forth a description of the following: (a)
        Product(s) including revision or release levels, (b) Price(s), (c)
        delivery location, (d) the PairGain location where the invoice shall be
        rendered for payment, (e) method of shipment including the

                                       7
<PAGE>   9


        names of carrier and broker, if applicable, (f) quantity, (g) Delivery
        Date, (h) special shipping and transportation instructions, if any, and
        (i) appropriate tax exemption certificates. All shipping documents shall
        reference the number of the Purchase Order issued for the Product
        contained in such shipment and any other information required to be
        included by PairGain.

4.2     Delivery

4.2.1   Product ordered shall be delivered by VINA FOB shipping point as set
        forth in the Purchase Order within a delivery lead time not to exceed 30
        days from PairGain's Purchase Order(s) unless a longer lead time is
        specified and communicated to VINA by facsimile. No partial shipment
        shall be made without PairGain's prior written consent.

4.2.2   VINA shall package the Product for shipment in accordance with
        PairGain's standard packing practices, which require compliance by VINA
        with the standards and specifications indicated in Schedule B, together
        with any modification requested by PairGain with respect to size and
        external markings. PairGain agrees to pay any extra costs associated
        with packaging and shipment that is not normal industry standard.

4.2.3   In the event that a delay in delivery exceeds thirty (30) days, PairGain
        may, by written notice to VINA, cancel the Purchase Order or Release
        without incurring any liability to PairGain whatsoever by reason
        thereof. In the event the delay in delivery is attributable to Force
        Majeure as described in Section 20, and such delay lasts more than
        thirty (30) days, the Parties shall make a joint effort to find a
        solution. The provisions contained in Section 5 shall not be applicable
        to Purchase Orders or Releases canceled under this Section 4.2.4.

5.      CANCELLATION AND RESCHEDULING OF PURCHASE ORDERS

5.1     PairGain may, at any time for its convenience and without cause, cancel,
        in accordance with Schedule E hereof, all or part of any Purchase Order
        placed hereunder for Product. In the event of any such cancellation,
        PairGain's sole liability to VINA in respect of all claims for such
        cancellation shall be to pay the cancellation charge, if any, described
        in Schedule E hereof.

5.2     PairGain may, at any time, for its convenience and without cause,
        reschedule, in accordance with Schedule E hereof, the Delivery Date of
        ordered Product from the date set forth on the Purchase Order.

6.      INTENTIONALLY LEFT BLANK


                                       8
<PAGE>   10

7.      PRICES AND PAYMENT

7.1     Except as specifically provided herein, all charges incurred by VINA in
        performing its obligations hereunder shall be paid by VINA and shall not
        be subject to reimbursement by PairGain.

7.2     The Prices applicable during the Term for all Purchase Orders for
        Products hereunder shall be determined in accordance with this Section
        and with Schedule A.

7.3     Prices are not inclusive of all special packaging in accordance with
        Section 4.2.3 and are listed in Schedule A.

7.4     Payment shall be due to VINA from PairGain thirty (30) days following
        the invoice date on an invoice for the Products, which Invoice shall be
        dated and delivered to PairGain no earlier than the Delivery Date of the
        Products.

7.5     Invoices for Product shipped hereunder or Services and for any other
        amounts which may be payable hereunder shall be forwarded directly to
        the address indicated on PairGain's Purchase Order.

8.      PRODUCT AND PROCESS CHANGES

8.1     VINA shall advise PairGain in writing of all proposed modifications and
        changes that affect form, fit, function or performance (herein
        "Change(s)") to the Product and/or Processes as soon as these are likely
        to be implemented and, in any event, within seven (7) calendar days of
        VINA's Engineering Change Notice (ECN). The Changes which require that a
        notice be forwarded to PairGain shall include, without limitation, any
        proposed Change to the Product in accordance with the classifications
        described in GR 209 CORE (herein "GR 209"). VINA shall comply with GR209
        except to the extent expressly set forth in this Section. The
        interpretation of GR 209 resides with PairGain subject to the provisions
        of Section 8.4.

8.2     VINA's written Change notifications shall be numbered in a single
        sequential numbering scheme and shall include the information specified
        in GR 209 including the following: a detailed list of the Product and/or
        Processes affected and associated Changes that must be implemented in
        conjunction with or prior to the notified Change, the compatibility of
        the Change with the Product and/or Processes currently deployed, a
        detailed description of the reason for the Change, the effect on the
        Product and/or Processes once the Change is implemented and the method
        of procedure. In addition, a detailed description of the Change, the
        consequences if the Change is not implemented and the planned
        implementation date of the Change shall be included in the notification.
        VINA will propose a disposition plan for PairGain's and its customers'
        stockrooms. PairGain will notify VINA of Product needed to implement the
        Change and location to which they should be shipped.


                                       9
<PAGE>   11

8.3     PairGain reserves the right to request at no cost, VINA's test data
        associated with any Product Changes. Furthermore, in the event PairGain
        determines it is necessary to verify the Change prior to acceptance,
        VINA shall supply, on loan and without charge, a mutually agreed upon
        number of production level quality Product for such verification.

8.4     If PairGain disagrees with any classification issued by VINA, VINA shall
        present evidence in writing, within a period of five (5) days from
        PairGain's request therefor, that such a classification is justified. If
        PairGain still disagrees with the justification, VINA shall negotiate in
        good faith with PairGain until a final resolution is mutually agreed
        upon by the Parties within thirty (30) days from the date of VINA's
        Change notice. In the event that sixty (60) days after the date of
        VINA's Change notice, the Parties still disagree on the Change
        classification, VINA and PairGain will work to a mutually agreeable
        solution taking into consideration PairGain's Customer requirements.

8.5     VINA shall not implement a Change such as those contemplated above
        without the prior written consent of PairGain, which consent may not be
        unreasonably withheld. Should PairGain fail to respond within a period
        of fifteen (15) working days from the date it has received a notice
        forwarded by VINA under this Section, then VINA shall have the right to
        implement such Change.

8.6     From acceptance of the Product by PairGain, VINA shall provide PairGain
        with a field baseline report which will include: part number, Current
        Revision Level, New Revision Level, Reason for Change, Parts affected by
        Change, Old and New Revision of PCB, if applicable. This report will be
        updated whenever an Engineering Change Order ("ECO") is generated by
        VINA and which affects form, fit, function or performance to the
        Specifications of the Product. VINA will use its best efforts to produce
        these updates within seven (7) working days of each ECO date.

8.7     Change notices relating to Product Changes should be sent to PairGain's
        Change Management department, Global Services Product Support
        Department, and Technical Publications Group and Change notices relating
        to Process Changes should be sent to PairGain's Quality department as
        referenced in Schedule B II.

9.      QUALITY CONTROL AND RELIABILITY REQUIREMENTS, SUPPLY MANAGEMENT AND
        PAIRGAIN'S INSPECTING RIGHTS

9.1     ISO 9001 Certification

9.1.1   VINA agrees to (a) provide evidence that VINA's quality management
        system is ISO 9001 Certified, or (b) in the event VINA's quality
        management system is not ISO 9001 Certified, VINA agrees to provide
        status of progress toward achieving certification. VINA also represents
        and warrants that on the date of execution of this Agreement, VINA's
        outsourced manufacturing vendor(s) had received ISO 9002 certification
        and will

                                       10
<PAGE>   12

        maintain such certification. VINA will allow PairGain to audit their
        internal quality procedures that shall follow the guidelines of ISO
        9001.

9.2     Quality Control and Reliability

9.2.1   All Product delivered by VINA shall comply with the Specifications,
        including mutually agreed upon quality and reliability target metrics
        set out therein, and such metrics shall include,but are not limited to,
        Mean Time Between Failure ("MTBF"), Return Rate ("RR") and Supplier
        Product Quality Level ("SPQL"). In the event PairGain proposes any
        Changes or additions to such quality and reliability target metrics,
        VINA shall not unreasonably refuse to agree or delay compliance with
        such Changes.

9.2.2   Product furnished hereunder by VINA shall be tested and inspected by
        VINA or its contract manufacturer prior to shipment in accordance with
        VINA's current testing and inspection procedures approved by PairGain in
        accordance with this Agreement. VINA agrees to perform all quality
        control functions to ensure compliance of the Product with the
        Specifications and conformance with good commercial practice. VINA
        warrants that all Product furnished hereunder shall meet all criteria
        set forth in the Specifications. Detailed inspection records are to be
        maintained by VINA.

9.3     Supply Management

9.3.1   VINA's procurement Process must cover all activities related to the
        purchase of components and materials including the selection of approved
        suppliers and the acceptance of the material used for manufacture of the
        Product. VINA or its contract manufacturer shall ensure through its
        procurement Process that only qualified components and materials from
        approved suppliers are used in the manufacture of Product at VINA's
        manufacturing facilities.

9.3.2   VINA or its contract manufacturer shall approve all suppliers and
        perform the qualification of all components and materials in accordance
        with the requirements of the Specifications which describes the tests to
        be performed and the results required to be attained for the
        qualification of components and materials.

9.3.3   VINA or its contract manufacturer shall ensure that its purchase
        agreements and purchase orders address any other additional applicable
        requirements. VINA shall also ensure that changes to purchase agreements
        and purchase orders are processed and approved in the same manner as the
        original document, including maintaining records of such changes.

9.3.4   PairGain may, from time to time, identify in a notice to VINA those
        components and materials used in the manufacture of Products which are
        subject to this Section 9.3.4. From the date of PairGain's notice to
        VINA, all components and materials so identified by PairGain, and the
        vendors of such components and materials, shall be jointly reviewed by
        PairGain and VINA to identify potential problem areas. In the event a
        supplier is

                                       11
<PAGE>   13

        found to be unacceptable to PairGain, VINA and PairGain shall work
        together to find a substitute vendor as soon as possible, without
        unnecessarily disrupting supply of the Products.

9.3.5   PairGain's audit of the Process and records for non-conforming
        components and materials may be held pending evidence of receiving
        non-conforming Product from VINA.

9.3.6   PairGain agrees to keep VINA informed as to any problems encountered
        with the Product and Process and to communicate promptly to VINA any and
        all modifications or improvements of the Product suggested by any
        customer, employee or agent, as PairGain considers appropriate.

9.4     PairGain's Inspection Rights

9.4.1   PairGain may inspect or test, at all reasonable times upon written
        notice at VINA's locations (including any subcontractors), any Product
        covered by this Agreement. VINA shall provide such facilities, labor,
        data, specifications, manuals and information as are reasonably required
        to allow PairGain to perform a full range of quality assurance
        functions. Inspection of Product may be performed in whole or in part
        prior to final assembly and/or completion of manufacturing or repair
        processes.

9.4.2   In addition to, and without restricting, PairGain's auditing and
        inspection rights described in this Section 9, PairGain shall have the
        right to visit VINA's manufacturing location(s) for the purpose of
        inspecting any of the Product and Processes, upon written notice.
        PairGain shall request inspection no more frequently than required by
        good commercial practices.

9.4.3   PairGain shall keep VINA informed of any problems encountered with the
        Product and Processes and shall communicate promptly to VINA any and all
        modifications or improvements to the Product and Processes suggested by
        any customer, employee or agent, as PairGain considers appropriate.

9.4.4   Any exercise of, or failure by PairGain to inspect Product, Processes
        and VINA's manufacturing locations as set forth in this Section 9 and
        Section 14 (Acceptance or Rejection) shall not constitute, or be
        construed in any manner as, an acceptance of the Product and Processes
        by PairGain or as relieving VINA from its obligation to furnish all
        Product in strict compliance with this Agreement, including the
        Specifications, and the applicable Blanket Purchase Order, Release or
        Purchase Order.

                                       12
<PAGE>   14


9.5     Product Requalification

9.5.1   Throughout the Term, VINA shall, at PairGain's request, provide to
        PairGain its standard engineering test results obtained upon
        requalification of the Product when Changes have been made to the
        Product to ensure that the Product continue to meet and comply with all
        the requirements of the Specifications.

9.5.2   VINA shall maintain compliance to all safety and environmental
        requirements associated to UL/CSA, GR-1089, GR-63 (NEBS) as required for
        all products covered by this agreement.

10.     PRODUCT MARKING

10.1    All Product shall be marked by VINA in accordance with the
        Specifications set forth in Schedule B.

10.2    Where applicable, containers of Product shall be marked for
        identification in accordance with the Specifications.

10.3    VINA shall add any other identification requested by PairGain at charges
        to be agreed by the Parties in writing prior to such identification
        being done by VINA.

11.     TECHNICAL ASSISTANCE

11.1    Product training shall be provided by VINA to PairGain as set forth in
        Schedule G, Part II.

11.2    In addition, VINA shall provide PairGain with Product training
        documentation and related information material as set forth in Schedule
        G, Part II.

11.3    Technical assistance with respect to Product furnished hereunder shall
        be provided by VINA for a period of ten (10) years after expire or
        termination of this Agreement. All telephone technical assistance
        rendered in connection with warranty pursuant to Section 15 shall be
        provided to PairGain at no charge. In all other cases, VINA's current
        rates applicable to technical assistance are set forth in Schedule A.
        The availability or performance of technical assistance under this
        Section 11 shall not be construed as altering or affecting VINA's other
        obligations under this Agreement including under Sections 8, 9, 15, and
        Schedule G.

11.4    VINA shall provide technical assistance as set forth in Schedule G, Part
        II in order to facilitate the providing by PairGain of technical
        assistance to its customers.

                                       13
<PAGE>   15

11.5    It shall be PairGain's responsibility to provide 'first line' technical
        assistance to its customers as described in Schedule G, Part I.

11.6    Any other technical assistance which VINA shall provide to PairGain or
        its customers shall be pursuant to reasonable written requests from
        PairGain's personnel as may be designated, from time to time. Such
        support shall be at prices set forth in Schedule A and on terms and
        conditions agreed upon by the Parties.

11.7    VINA's or PairGain's failure to provide technical assistance as required
        under this Section 11 and Schedule G shall constitute a material breach
        of the Party's obligations hereunder.

12.     DOCUMENTATION

12.1    VINA is to provide PairGain a hard copy and an electronic version of
        VINA's customer documentation. PairGain Technical Publications shall
        develop its customer Product Documentation from VINA's documentation .

12.1.1  VINA is to provide PairGain Technical Publications with a hard copy and
        an electronic version of Product Specifications, VINA Product
        Documentation (user manuals and release notes) at least eight (8) weeks
        prior to PairGain's Product release date. VINA will keep PairGain
        Technical Publications apprised of all Product changes as specified in
        section 8, "Product and Process Changes."

12.1.2  VINA shall advise PairGain Technical Publications in writing of all
        modifications and changes made to the VINA Product Documentation that
        affect form, fit, function or performance of the Product as documented
        in the Product Documentation as soon as these changes are likely to be
        implemented and, in any event, within seven (7) calendar days of VINA's
        Product Documentation being revised.

12.1.3  VINA will also provide PairGain Technical Publications with a hard copy
        and an electric version of the changed VINA Product Documentation within
        seven (7) calendar days of VINA's Product Documentation being revised.

12.1.4  VINA will provide PairGain Technical Publications with a working Product
        prototype, and will assist PairGain Technical Publications in upgrading
        said Product prototype within seven (7) calendar days of VINA Product
        revisions.

12.1.5  VINA will identify one point of contact for the PairGain Technical
        Publications department. This contact will assist PairGain Technical
        Publications in the identification of Product changes, and will provide
        a document review of the Product Documentation as developed by PairGain.

                                       14
<PAGE>   16


12.1.6  PairGain will release the final PairGain Product Documentation to an
        approved PairGain print vendor, and will notify VINA when this release
        has occurred. VINA can order directly from the approved PairGain print
        vendor all Product Documentation required to support Product shipment
        from VINA. This product documentation shall be shipped with each
        Product.

12.1.7  Should the need to develop Product Release Notes arise, VINA will advise
        PairGain of such need. Should PairGain opt to handle change to Product
        through the development of Product Release Notes as opposed to revising
        Product Documentation, VINA will provide PairGain Technical Publications
        with Product Release Notes source and reviews as defined for Product
        Documentation in sections 12.1.1 through 12.1.6.

12.2    VINA shall provide to PairGain at no cost, two copies each, in hardcopy
        and electronic form, of the non-confidential Documentation it uses for
        its customer training. Updates of the training manuals shall be provided
        in draft form 2 to 3 months before final release at the same time they
        are provided internally.

12.2.1  VINA shall provide PairGain's Training Department with software updates
        for existing Product as well as release notes on that software whenever
        they are released at no charge.

12.2.2  The PairGain Training Department shall develop customer training from
        VINA's documentation and Train-the-Trainer classes conducted by VINA.
        PairGain shall own all right, title and interest in the end-user
        documentation developed by PairGain based on documentation provide by
        VINA pursuant to this Agreement; provided, however, that VINA retains
        ownership of its pre-existing documentation.

12.3    PairGain shall have the right to copy and distribute the
        non-confidential Documentation as PairGain deems appropriate without any
        accounting or payment to VINA whatsoever.

13.     TITLE AND RISK

13.1    Title to the Product (excluding Software) and risk of loss of and damage
        to the Product will pass to PairGain upon delivery of Product by VINA
        FOB shipping point.

14.     ACCEPTANCE OR REJECTION

14.1    PairGain reserves the right to accept or reject Product ordered
        hereunder after the delivery of such Product to PairGain's facility.
        Product shall be deemed accepted by PairGain unless PairGain notifies
        VINA that such Product are rejected and provides the reasons for such
        rejection within fifteen (15) days after PairGain's receipt thereof and
        returns the Product to VINA via the RMA process described in Section 16.


                                       15
<PAGE>   17


14.2    If any Product is found to be not in conformance with this Agreement,
        including the applicable Purchase Order or Release, and/or fail to meet
        any of the acceptance criteria specified in the applicable
        Specifications, and/or in the event an excessive failure rate (as
        defined in the Specifications) is observed by PairGain with respect to
        Product contained in a lot/shipment, PairGain shall have the right,
        notwithstanding the warranty provisions contained in this Agreement and
        subject to the provisions of Sections 17.4.3 and 17.4.4., to reject the
        same and cancel the affected Purchase Order or Release, or, at its
        option, require that such Product be replaced or repaired within seven
        (7) days at VINA's risk and expense (including shipping charges). In
        order for PairGain to benefit from the remedies described hereunder, any
        notice of rejection issued by PairGain under this Section 14.2 shall
        include a reasonable description of the deficiencies and must be
        returned via VINA's RMA process as described in Section 16.

15.     WARRANTY

15.1    VINA warrants that:

        (a)    Product will upon delivery be new and free and clear of all
               security interests, liens, or other encumbrances;

        (b)    For a period of * * months from the Delivery Date of the Product,
               (such period being hereinafter referred to as the "PRODUCT
               WARRANTY PERIOD"), the Product forming part of the Product shall
               be free from defects in material and workmanship and shall
               conform to and operate in accordance with the Specifications;

        (c)    Product will operate in the environment in which it is intended
               to be installed, without troubles, due to defects which result
               from the failure of the Product to conform to the Specifications;

        (d)    with the exception of any notice which may be provided by VINA
               pursuant to Section 21, the Product furnished by VINA, as
               described in this Agreement, is safe for normal use, is
               non-toxic, presents no abnormal hazards to persons or their
               environment, and may be disposed of as normal electronic refuse
               without special precautions;

        (e)    when used in accordance with the Specifications and
               Documentation, all Product provided pursuant to this Agreement
               shall (1) process date and time related data without causing any
               processing interruptions, abnormal termination's, or changes in
               performance characteristics, and (2) process and manipulate all
               date and time related functions correctly. Without limiting the
               generality of the foregoing, all Product shall:

* * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

                                       16
<PAGE>   18

               (i)    correctly handle date and time related data before, during
                      and after January 1, 2000, including but not limited to
                      accepting date input, providing date output, and
                      performing ongoing operations on dates and portions of
                      dates including, but not limited to, calculating,
                      comparing and sequencing of dates (in both forward and
                      backward operations spanning century boundaries);

               (ii)   correctly handle leap year calculations (including but not
                      limited to identification of leap years, interval
                      calculations, day-in-year calculations, day-of-the-week
                      calculations, and week-of-the-year calculations);

               (iii)  correctly handle all two digit date and time related input
                      in a manner that resolves ambiguity as to century in a
                      disclosed, defined and predetermined manner; and

               (iv)   correctly store and provide output of all date and time
                      data in a manner that is unambiguous as to century.

15.2    VINA shall immediately notify PairGain of any and all date-related bugs,
        errors or deficiencies in the Product. For the purpose of problem
        resolution, any such date related bugs, errors or deficiencies shall be
        deemed to be bugs, errors or deficiencies of the highest priority level,
        and shall be resolved according to the procedures provided for such
        priority level.

15.3    Any provisions of this Agreement that tend to limit or eliminate the
        liability of VINA shall have no application with respect to the year
        2000 compliance warranties set out above in paragraph 15.1(e) and
        section 15.2.

15.4    Product warranty status is verified by the date code that shall be
        applied by VINA on the Product at the time of manufacturing, as per the
        requirements described in this Agreement.

15.5    The warranty set forth in this Section 15 shall not apply to any defect
        which has been caused by PairGain or its customers and arises from
        mishandling, misuse, neglect or improper testing or repair.

15.6    VINA shall, at its expense, during the Product Warranty Period, provide
        Repair Services in accordance with Section 17 in respect of Product
        which have failed to conform to above warranties.

15.7    All Product supplied under Section 17 pursuant to VINA's warranty
        obligations under this Section 15, shall be functionally equal or better
        than the vintage of the replaced units and must be backward compatible.

                                       17
<PAGE>   19

15.8    Product repairs or replacements and System Software corrections or
        replacements effected during the Product Warranty Period shall be
        warranted, as above provided, for the remainder of the Product Warranty
        Period or one hundred and eighty (180) days from the repair completion
        date, whichever is longer. Product repairs or replacements and System
        Software corrections or replacements effected after expiry of the
        Product Warranty Period shall be warranted, as above provided, for a
        period of one hundred and eighty (180) days from the repair completion
        date. The repair completion date shall be stenciled or otherwise
        identified on the Product in accordance with Section 16.4. Section 15.8
        does not apply to Products already installed in the field which are
        downloaded with new software remotely.

15.9    (a)    The warranties in this Section 15 shall survive inspection,
               acceptance and payment. Subject to the provisions of Sections
               17.4.3. and 17.4.4., in the event that VINA fails, in respect of
               single items of the Product, to perform its above warranty
               obligations upon PairGain's request, then in addition to any
               other right available to PairGain hereunder, at law, or in
               equity, VINA shall: (a) refund to PairGain the price of such
               Product; and (b) be entitled to the return of such Product.

        (b)    All transportation expenses arising from shipping the
               non-conforming Product and the repaired or replacement Product
               from VINA shall be paid by VINA. All transportation expenses
               arising from shipping the product to VINA shall be paid by
               PairGain.

        (c)    In addition to PairGain's rights as described above, PairGain
               reserves the right to repair or replace any defective Product or
               to correct any defective Product on its own or to arrange for
               such repair, replacement or correction by other entities.

15.10   VINA shall provide a Quarterly Unit Failure Analysis report on all field
        returned Product and a Component Failure Analysis report to PairGain's
        Repair Manager, to PairGain's Quality Manager and to PairGain's Product
        Brand Manager, within twenty (20) days of such request . Upon PairGain's
        request, VINA shall perform root cause analysis on any Product returned
        to VINA for repair, and shall provide a detailed report of such analysis
        to PairGain within twenty (20) days of such request .

15.11   THE WARRANTIES AND REMEDIES SET FORTH HEREIN CONSTITUTE THE ONLY
        WARRANTIES GIVEN BY VINA WITH RESPECT TO THE PRODUCT AND THE ONLY
        REMEDIES AVAILABLE TO PAIRGAIN IN THE EVENT SUCH WARRANTIES ARE
        BREACHED. THE SAID WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
        WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
        LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
        PURPOSE.

                                       18
<PAGE>   20

15.12   Upon PairGain's request, VINA will meet with PairGain to discuss and
        negotiate in good faith such changes to the Parties' warranty rights and
        obligations as PairGain may propose as a result of PairGain's evaluation
        of its experience with respect to the foregoing warranties and remedies.

15.13   (a) After the warranty period has expired, and for an additional period
        of ten (10) years, VINA agrees to repair or replace, at its option, at
        reasonable prices and time schedules to be agreed upon on an annual
        basis and referenced in Schedule C, all Product with defects that affect
        all or substantially all Product, which result or could result in some
        form of personal health or safety hazard, property damage, or which are
        service affecting.

        (b) All transportation and delivery costs for Product returned pursuant
        to paragraph (a) from the original installation site to VINA shall be
        borne by PairGain, unless the repair in question relates to Product with
        defects that affect all or substantially all Product, which result or
        could result in some form of personal health or safety hazard, or in
        property damage, or which are service affecting, in which case all
        transportation and delivery costs from the original installation site,
        including insurance, shall be borne by VINA.

16.     REPAIR PROCEDURES

16.1    The repair procedures set forth in this Section shall be applicable to
        the provision of Repair Services by VINA under Sections 14 through 17
        during and after the Product Warranty Period.

16.2    Prior to returning any defective Product to VINA, PairGain will notify
        VINA of the defect and request authorization from VINA for the return of
        such Product. Upon such request, VINA shall provide PairGain with a
        Return Material Authorization ("RMA") number to be prominently displayed
        on the shipping container for the defective Product. PairGain shall then
        ship such Product to VINA, freight prepaid and the repaired or
        replacement Product shall be shipped by VINA, freight prepaid and
        properly insured. VINA shall prepare proper export documentation as per
        PairGain's instructions, evidencing PairGain's ownership of the Product
        and shall comply with the requirements set forth in Section 32.

16.3    PairGain shall furnish the following information with Product returned
        to VINA for Repair Services:

        (a)    PairGain or PairGain Company name and complete address;

        (b)    name(s) and telephone number(s) of PairGain's employee(s) or
               other designated persons to contact in case of questions about
               the Product;

        (c)    ship-to address for return of Product;

                                       19
<PAGE>   21

        (d)    quantities and model number of Products being delivered for
               repair;

        (e)    the nature of the defect or failure, if known; and

        (f)    whether or not returned Product are under warranty;

        (g)    Purchase Order number under which repairs are to be made, if
               Product is no longer under warranty.

16.4    VINA shall date stamp each repaired and returned Product with the repair
        date and type of repair "prefix" as per Bellcore GR-78 specifications
        and Specifications described in Schedule B.

16.5    VINA shall promptly provide a written notice to PairGain with the
        name(s) and telephone number(s) of the individual(s) to be contacted
        concerning any questions that may arise concerning Repair Services, and
        if required, and specify any special packing of Product which might be
        necessary to provide adequate in-transit protection from transportation
        damage.

16.6    Once Product has been repaired or replaced by VINA, VINA shall reissue
        to PairGain an invoice for such repaired or replacement Product and the
        charges applicable to the providing of Repair Services, if applicable,
        as set forth in Schedule C. VINA's invoice shall contain the following:

        (a)    a reference to PairGain's Purchase Order for these Repair
               Services;

        (b)    a detailed description of the Repair Services provided by VINA
               and the need therefor;

        (c)    quantities and model numbers of Products repaired and associated
               repair charges;

        (d)    applicable sales and excise taxes;

        (e)    total amount payable;

        (f)    address to which payment should be made. VINA shall promptly
               notify PairGain of returned Product which are found by VINA to be
               beyond repair and return such Product to PairGain. Product shall
               only be considered beyond repair after agreement of the Parties
               to that effect.

17.     REPAIR SERVICES

        This Section 17 shall be applicable to the provision of Repair Services
        by VINA during and after the Product Warranty Period.

                                       20
<PAGE>   22

17.1    Repair Services

17.1.1  Subject to Section 15, Repair Services shall be available to PairGain in
        accordance with the provisions contained in this Section and Sections 16
        and 18.

17.1.2  To order Repair Services, PairGain shall issue a Purchase Order and such
        Purchase Order shall contain the description of the requested Repair
        Services.

17.1.3  During the Product Warranty Period, Repair Services shall be provided by
        VINA at no charge to PairGain. After expiry of the Product Warranty
        Period, the charges applicable to the providing of Repair Services shall
        be as set forth in Schedule C unless otherwise set forth in this
        Section.

17.2    Like-for-Like Repair Services

        (a)    VINA shall hold at its expense a quantity of spares (" SPARE
               BUFFER") which shall be sufficient to enable immediate
               replacement of Product by PairGain to its customers in cases of
               Product failure. In all cases, the Parties shall agree on the
               number of spares to be held by VINA at VINA, such quantity to be
               determined on the basis of the volume of Product delivered
               hereunder and the applicable MTBF rates so as to allow for
               immediate replacement of Products by PairGain to its customers in
               all cases of failure. In the event PairGain requests an immediate
               replacement using these spares, VINA will charge PairGain * *
               plus shipping costs for each replacement spare. This charge shall
               not apply to Product requiring replacement within the first 120
               days of being shipped to PairGain's customer.

        (b)    Where defective Product is returned to VINA for Repair Services,
               VINA will draw from the Spare Buffer The returned replacement
               unit will added back to the Spares or returned to PairGain in
               exchange for the spare originally shipped.

        (c)    Product returned to VINA for Repair Services shall be shipped by
               PairGain freight and insurance prepaid per the RMA procedure in
               Section 16.

        (d)    VINA shall, within thirty (30) business days of providing the RMA
               number, replenish the Spare Buffer with Product replacements, and
               such replacements shall be functionally equal to or better than
               the vintage of the replaced Product, shall be backward
               compatible, and shall meet the minimum field baseline.

        (e)    VINA shall track the defective Product and provide PairGain a
               report of defects found upon repair of the Product.)


* * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

                                       21
<PAGE>   23

17.3    Same-for-Same Repair Services

        (a)    Product returned to VINA for Repair Services shall be shipped by
               PairGain freight and insurance prepaid per the RMA process in
               Section 16.

        (b)    VINA shall track any defective Product by its unique serial
               number throughout the repair process.

        (c)    VINA shall return, after having repaired and updated the Product
               to the minimum field baseline, the exact same Product having the
               same serial number. If the serial number has to change for any
               reason, VINA shall, on the repair tag originally provided by
               PairGain, document the following information in writing: old
               serial number, new serial number and reason(s) for change.

        (d)    VINA shall provide all post repair information as required on its
               repair tag which will be attached to the PairGain repair tag and
               returned with the Product.

        (e)    VINA shall complete the same-for-same process within fifteen (15)
               working days of having received the defective Product.

17.4    Fast Cycle Failure Analysis (FCFA)

17.4.1  VINA shall perform Fast Cycle Failure Analysis ("FCFA") at no cost to
        PairGain on Product that VINA agrees has caused repeated service
        interruption in the field. PairGain will request a separate RMA number
        for each Product returned for FCFA. FCFA shall be performed by VINA in
        accordance with the following additional requirements:

        (a)    FCFA shall include a detailed root cause analysis, using
               engineering tools such as Environment Stress Screening ("ESS")
               and any other tools which may be required to determine the cause
               of the failure.

        (b)    VINA shall track any defective Product by its unique serial
               number throughout the repair process.

        (c)    VINA shall return, after having repaired and updated the Product
               to the minimum field baseline, the exact same Product having the
               same serial number. If the serial number has to change for any
               reason, VINA shall provide PairGain with the following
               information in writing: old serial number, new serial number and
               reason for change. The Product shall not be repaired without
               completion of the FCFA activity.

        (d)    VINA shall return the repaired Product with a written report
               documenting all findings as a result of the FCFA.

                                       22
<PAGE>   24

        (e)    VINA shall complete the FCFA process within seven (7) days of
               having received the defective Product (this shall be revised and
               clarified)

17.4.2  Product found defective within the first ninety (90) days of their
        initial utilization (such situation referred to as 'Dead On Arrival'
        ("DOA")), shall be returned to VINA along with the RMA documentation and
        per the RMA procedure of Section 16. Returned DOA Product shall be
        tested, at no charge to PairGain, through full functional tests and ESS
        in order to provide a root cause analysis, then repaired, re-furbished,
        upgraded to the minimum shipping baseline, restamped and returned to
        PairGain as new Product. Should the DOA occurrence represent more than
        twenty percent (20%) of the Product RR as defined in the Specifications,
        then VINA shall, in addition to performing root cause analysis,
        implement a corrective plan of action within thirty (30) days of this
        occurrence being reported. VINA will update PairGain in writing with the
        findings of the root cause analysis as well as with the corrective plan
        of action upon request by PairGain.

17.4.3  In a case of No Fault Found ("NFF") in respect of Product returned or if
        PairGain requests re-testing of Product reasonably known to PairGain as
        being in good condition, VINA shall invoice PairGain at the prices
        specified in Schedule A for their full functional tests and ESS and such
        Product shall be returned to PairGain after the tests are completed.
        Upon request, a full report of the tests and ESS shall be provided to
        PairGain. Test turnaround time for reasonable quantities shall not
        exceed ten (10) working days from the date the Product is received at
        and a Purchase Order number has been received from PairGain.

17.4.4  Should the Product failures classified by VINA as 'No Fault Found'
        ("NFF") represent more than ten percent (10%) of the Product RR as
        defined in the Specifications, then VINA and PairGain shall discuss the
        matter, and in addition to jointly performing a root cause analysis,
        shall jointly implement a corrective plan of action within thirty (30)
        days of this occurrence being reported.

17.4.5  Product repaired by VINA shall be stamped in accordance with
        requirements outlined in Bellcore's GR-78. Without limiting the
        generality of the foregoing, the stamping shall include the repair
        completion date stenciled or otherwise identified in a permanent manner
        at a readily visible location on the Hardware, unless otherwise directed
        by PairGain.

17.5    Repair Material - VINA will use new components for the repair of
        products returned under this agreement.

                                       23
<PAGE>   25

18.     EMERGENCY REPLACEMENT PRODUCT

18.1    In emergency situations threatening continuity of service or PairGain's
        end-user's in-service date, VINA shall, at PairGain's option, ship to
        PairGain or its end-users emergency replacement Product within
        twenty-four (24) hours of PairGain's request as per Section 17.2, which
        may be conveyed to VINA by telephone and/or facsimile and/or email.
        Emergency replacement Product shall be shipped via next day service and,
        for Product not under warranty, invoiced at rates then current for
        Product

19.     CONTINUING AVAILABILITY OF REPAIR SERVICES, MAINTENANCE, REPLACEMENT AND
        REPAIR PARTS

19.1    For the life of this Agreement, and for a period of ten (10) years after
        the expiry or termination of this Agreement, VINA agrees to provide
        Repair Services in respect of all Product ordered hereunder and to offer
        for sale to PairGain such functionally equivalent maintenance,
        replacement and repair parts as may be necessary for the continued
        maintenance of the Product, including discontinued Product.

19.2    VINA shall not be entitled to discontinue the offering of the Product
        unless and until a twelve (12) month prior written notice of the
        proposed discontinuance, (or such shorter period as may be reasonably
        accepted by PairGain on an individual case basis) is provided to
        PairGain. In the event of such a discontinuance, PairGain shall be
        entitled to place Purchase Orders throughout the notice period and, at
        the end of such period, a final non-cancelable Purchase Order for
        whatever quantity of the Product to be discontinued it deems
        appropriate.

19.3    VINA, upon supply discontinuance notices from its suppliers, of any sole
        source/critical components incorporated into the Products, shall notify
        PairGain immediately upon receipt of such notice. VINA shall endeavor to
        have its suppliers provide notices one (1) year in advance of
        discontinuance. VINA and PairGain will determine the quantity of such
        components to be ordered as last time buy to cover for spare
        maintenance, replacement and repair parts requirements as described in
        Section 17 (Repair Services). Furthermore, should the unavailability of
        a component require VINA to develop a replacement product, VINA will
        jointly decide with PairGain on last time buys for such component to
        ensure continuity of supply until the replacement product is approved by
        PairGain and ready to be manufactured. The provisions contained in this
        Section 19.3 shall be applicable for a period of ten (10) years after
        the expiry or termination of this Agreement.


                                       24
<PAGE>   26

20.     FORCE MAJEURE

20.1    As used herein, "FORCE MAJEURE" shall mean:

        (a)    fire, explosion, epidemic, hailstorm, tornado, cyclone,
               earthquake, flood or power failure;

        (b)    war, revolution, civil commotion, acts of public enemies,
               blockade or embargo;

        (c)    any law, order, proclamation, regulation, ordinance, demand or
               requirement of any government or any subdivision, authority, or
               representative of any such government;

        (d)    labor difficulties, including, without limitation, strikes,
               slowdowns, picketing or boycotts; or

        (e)    any other circumstances which are beyond the reasonable control
               of the Party affected, and which may include the inability to
               obtain materials, including, without limitation, any failure by
               VINA to supply as agreed any necessary components, materials,
               information or services which VINA has agreed to supply under
               this Agreement or a separate agreement.

20.2    Either Party shall be excused from any delay or failure in performance
        hereunder caused by the occurrence of any of the above Force Majeure
        events, provided however, that in the event a Force Majeure event
        continues for a period of thirty (30) days, the Parties shall make a
        joint effort to find a solution, which may include granting the other
        Party the right to terminate this Agreement upon notice to that effect
        forwarded to the other Party. The terminating Party shall have no
        liability to the terminated Party in respect of the termination of this
        Agreement in accordance with this Section 20.2.

20.3    Either Party shall make best efforts to notify the other Party in
        writing within ten (10) days after becoming aware of the occurrence of
        any Force Majeure event which may cause any delay or failure on the part
        of such Party to perform its obligations hereunder.

21.     HAZARDOUS MATERIALS

21.1    VINA shall identify and list all of the hazardous or toxic materials
        which may be contained in the Product prior to shipping the Product. For
        the purposes of this Section 21.1, the hazardous and/or toxic materials
        shall be those identified or described by characteristics in the
        regulations promulgated under all applicable laws, rules and regulations
        of any applicable governmental entity including, without limitation, the
        following: the Toxic Substances Control Act, Resource Conservation and
        Recovery Act of 1976, Hazardous Materials Transportation Act,
        Occupational Safety and Health Act of 1970, Comprehensive Environmental
        Response, Compensation and Liability Act of 1980,

                                       25
<PAGE>   27

        Consumer Product Safety Act, Radiation Control for Health and Safety Act
        of 1968, Clean Air Act, and Clean Water Act. In the event that any of
        the pertinent regulations are revised by the appropriate governmental
        authority after any Product are furnished by VINA to PairGain, VINA
        shall not be liable for retrofitting such Product in compliance with any
        such revisions.

21.2    VINA shall, at the commencement of the Term of the Agreement, review the
        pertinent regulations and the materials contained in the Product and
        provide a list of hazardous and/or toxic materials to PairGain . In
        response to particular PairGain Customer initiatives, VINA shall also
        identify such other hazardous and/or toxic substances as PairGain may
        specify.

21.3    With the exception of the condition contained in the last sentence of
        Section 21.1, VINA shall indemnify PairGain for any expenses (including
        the cost of substitute material, less accumulated depreciation) that
        PairGain may incur by reason of the recall or prohibition against
        continued use or disposal of the Product furnished by VINA, whether such
        recall or prohibition is directed by VINA, or occurs under compulsion of
        law. PairGain shall cooperate with VINA to facilitate and minimize the
        expense of any recall or prohibition against use of the Product directed
        by VINA or under compulsion of law.

21.4    With the exception of the condition contained in the last sentence of
        Section 21.1, VINA shall indemnify, defend and hold harmless PairGain
        from any claims, demands, suits, judgments, liabilities, costs and
        expenses (including, without limitation, reasonable attorneys' fees)
        which PairGain may incur under any of the laws, rules and regulations
        referred to in Section 21.1 or any amendment to said statutes by reason
        of PairGain's acquisition, use, sale or disposal of the Product
        furnished by VINA.

22.     INFORMATION/NON-DISCLOSURE

22.1    It is expected that the Parties will disclose to each other certain
        information which may be considered confidential and proprietary
        ("CONFIDENTIAL INFORMATION"), and each Party recognizes the value and
        importance of the protection of the other's Confidential Information.
        All Confidential Information owned or controlled by one Party and
        disclosed to the other Party shall remain solely the property and a
        trade secret of the disclosing Party, and its confidentiality shall be
        maintained and protected by the other Party with the same degree of care
        as it uses to protect its own confidential information of a similar
        nature, but no less than reasonable care, to prevent the unauthorized
        use, dissemination or publication of the Confidential Information.
        Except to the extent required or permitted by this Agreement, both
        Parties agree not to use, duplicate in any manner the other's
        Confidential Information or disclose it to any third party or to any of
        their employees not having a need to know for the purposes of this
        Agreement. The receiving Party's employees having a need to know the
        Confidential Information for the purpose of this Agreement may receive
        disclosure of the Confidential Information provided such employees are
        bound by confidentiality obligations no less stringent than

                                       26
<PAGE>   28

        those set forth in this Section 22. The confidentiality provisions
        contained herein shall survive the expiration or termination of this
        Agreement for a period of ten (10) years.

22.2    Confidential Information may include, but is not limited to, technical
        information, Specifications, programs and software programs. It is
        acknowledged by the Parties that a Party intended to be the recipient of
        the Confidential Information will, prior to the disclosure by the other
        Party, be afforded an opportunity to accept or to decline receiving such
        Confidential Information and the confidentiality undertakings set forth
        herein shall not apply in respect of information disclosed after a Party
        has elected not to receive such information. In order for the
        Confidential Information to be considered proprietary, confidential and
        subject to this Agreement, it shall be identified in writing at the time
        of the disclosure by an appropriate legend, marking, stamp, or positive
        written identification on the face thereof to be proprietary.
        Confidential Information which is disclosed orally shall be confirmed in
        writing by the disclosing Party within fifteen (15) days after such
        disclosure, by submitting a letter containing substantially similar
        information to the receiving Party, at such Party's address as shown in
        Schedule H hereof.

22.3    Notwithstanding the foregoing, Confidential Information shall not
        include information which:

22.3.1  now is, or hereafter becomes, available to the public from a source
        other than the disclosing Party before, or during the period of, this
        Agreement; or

22.3.2  is documented as being known by the receiving Party prior to its
        disclosure by the other Party; or

22.3.3  is independently developed by the receiving Party without recourse to
        any Confidential Information received under this Agreement and is so
        documented; or

22.3.4  is lawfully obtained by the receiving Party from a third party or
        parties without breach of confidentiality obligations; or

22.3.5  is disclosed in response to a valid order of a court or other
        governmental body or any political subdivision thereof, but only to the
        extent and for the purpose of such order and only if the receiving
        Party, to the extent possible, first notifies the disclosing Party, of
        such order and permits and reasonably assists it in seeking an
        appropriate protective order.

22.4    Nothing in this Agreement shall be interpreted or construed to limit
        either Party's right to perform or to continue to perform its own
        independent research, development, manufacturing or marketing of any
        type of product or systems even if such research, development,
        manufacturing or marketing pertains to technology or products similar to
        the Product.

                                       27
<PAGE>   29

22.5    The Parties acknowledge and agree that a breach of this Agreement may
        result in irreparable and continuing harm to the disclosing Party for
        which there may be no adequate remedy at law. In the event of a breach
        or a threatened or intended breach of this Agreement by the receiving
        Party, the receiving Party hereby consents to the granting of, and the
        disclosing Party shall be entitled to seek, preliminary injunctions
        unilaterally without notice, and final injunctions with notice,
        enjoining and restraining such breach, or threatened or intended breach,
        and to such other rights and remedies as are available at law or in
        equity to the disclosing Party except as expressly set forth herein.

23.     INFRINGEMENT

23.1    VINA shall defend PairGain against a claim that the Product infringe a
        patent, copyright or other intellectual property rights granted or
        registered in the jurisdiction which covers the geographical location of
        the original installation site if and only if (i) PairGain promptly
        notifies VINA in writing of the claim, (ii) VINA has sole control of the
        defense and all related settlement negotiations, and (iii) PairGain
        gives VINA information and assistance for the defense. VINA shall
        indemnify and hold harmless PairGain from all payments, which by final
        judgments in such suits, may be assessed against PairGain or PairGain's
        customers on account of such alleged infringement and shall pay
        resulting settlements, costs and damages finally awarded against
        PairGain and PairGain's customers by a court of law.

23.2    PairGain agrees that if the Product become, or in VINA's opinion are
        likely to become, the subject of such a claim, PairGain will permit
        VINA, at its option and expense, either to procure the right for
        PairGain to continue using such Product or to replace or modify same so
        that they become non-infringing, and, if neither of the foregoing
        alternatives is available on terms which are acceptable to VINA,
        PairGain shall have the right to return the entire unusable portion of
        such infringing or potentially infringing Product for the purchase price
        actually paid by PairGain to VINA therefor.

23.3    VINA disclaims any and all liability for any claim of patent, copyright
        or other intellectual property right infringement (i) based upon
        adherence to specifications, designs or instructions furnished by
        PairGain, (ii) any claim based upon the combination, operation or use of
        any Product supplied hereunder with Product, software or data not
        supplied by VINA in case where VINA has not been informed of such
        combination, and (iii) any claim based upon alteration of the Product
        made by any party other than VINA.

23.4    Nothing contained in this Agreement shall be deemed to grant, either
        directly or indirectly or by implication, any license under any patents
        or patent applications of VINA, except that PairGain shall have the
        normal non-exclusive, royalty-free license to use that which is implied,
        or otherwise arises by operation of law, in the sale of the Product.

                                       28
<PAGE>   30

24.     INSURANCE

24.1    VINA shall procure and maintain in full force and effect during the
        period that this Agreement is in effect with an insurance company a
        Comprehensive General Liability insurance policy with third party
        liability coverage protecting PairGain against any loss, liability or
        expense due to bodily injury, death or property damage arising out of
        this Agreement or Product delivered hereunder, to the extent such loss,
        liability or expense is not due to the negligence of PairGain. Such
        policy shall have a combined single limit of a minimum of * * and shall
        not be restricted to occurrences in the country of insurer of VINA.

24.2    Such policy shall be endorsed to be primary insurance and shall provide
        that it will not be canceled or altered with respect to the coverage
        specified in 24.1 without at least thirty (30) days prior written notice
        to PairGain. Not later than ten (10) days following the execution of
        this Agreement, VINA shall furnish PairGain with a certificate of such
        insurance and evidence that the premiums therefor have been paid.
        Maintenance of such insurance and the performance by VINA of its
        obligations under this Section shall not relieve VINA of liability under
        the indemnity provisions set forth in this Agreement.

25.     TERMINATION AND CONTINUING RIGHTS

25.1    The Agreement may be terminated upon notice by one Party, at its sole
        discretion in the event the other party is affected by any one of the
        following events:

        a)     the institution by one Party of insolvency, receivership or
               bankruptcy proceedings or any other material proceedings for the
               settlement of its debts, including, without limitation, a
               reorganization, a compromise, an arrangement or assignment for
               the benefit of its creditors; the institution of such proceedings
               against a Party which such Party has failed to resolve in its
               favor within twenty (20) calendar days after appropriate services
               of process; a Party making a general assignment for the benefit
               of creditors; or a Party's dissolution or ceasing to do business
               in the normal course; or

        b)     has a substantial part of its assets seized; or

        c)     assigns the Agreement or any part thereof in violation of Section
               33.2 (Assignment); the affected Party is obliged to immediately
               give notice to the other of the occurrence of any such event.

* * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

                                       29
<PAGE>   31

25.2    The Agreement and/or any Purchase Order or Release may be terminated, in
        whole or in part, by PairGain, upon written notice to VINA, in the event
        another party acquires a controlling interest in VINA (controlling not
        necessarily requiring greater than 50%) or a majority equity
        participation in VINA, without a prior written guarantee from such party
        to PairGain that such party will continue to abide by the terms of this
        Agreement.

25.3    The Agreement and/or any Purchase Order or Release may be terminated, in
        whole or in part by either Party, upon a thirty (30) calendar day
        written notice, in the event the other Party fails to execute any one of
        its material obligations hereunder and fails to remedy the default after
        receiving written notice within said period of thirty (30) calendar
        days.

25.4    Above termination rights shall be in addition to other termination
        rights contained herein, including under Section 4 (Delivery), and shall
        be without prejudice to the rights or claims one Party may have against
        the other with respect to the performance, non-performance, or breach of
        such Party's obligations hereunder, and shall not operate so as to
        extinguish any rights or obligations which arose prior to the date of
        termination, and each Party shall have the right to pursue each and
        every available remedy at law and in equity, including, without
        limitation, withholding payments of any amount owed by PairGain to VINA
        pending resolution of any claims made by PairGain in good faith against
        VINA.

25.5    In the event this Agreement is terminated by VINA for default by
        PairGain or for any other reason hereunder, PairGain and its customers
        shall thereafter retain such rights, as may be necessary in order to
        allow PairGain and its customers to provide Product support and
        maintenance to their end-user customers, provided however the Products,
        in respect of which support and maintenance services will be provided,
        have been paid for by PairGain.

25.6    This Agreement may be terminated upon agreement of the Parties to that
        effect.

25.7    PairGain agrees not to manufacture a competitive solution to VINA's HDSL
        Integrator or T1 Integrator (Competitive Product), except any products
        that are available to PairGain through existing partnerships or is in
        production by PairGain within the next six months, specifically the
        DSLAM products. If PairGain decides to manufacture, market or resell a
        competitive solution, VINA has the right to terminate the contract
        between both parties after written agreement by PairGain that the
        product is a Competitive Product. If the parties cannot agree if the
        solution is a Competitive Product, then the same mediation process as in
        section 8 will be used.

25.8    Notwithstanding any termination or expiry of this Agreement, the
        provisions of Sections 1 (Definitions), 8 (Product and Process Changes),
        7 (Prices and Payments), 11 (Technical Assistance), 15 (Warranty), 19
        (Continuing Availability of Technical Assistance, Repair Services,
        Maintenance, Replacement and Repair Parts), 22 (Confidential
        Information), 23 (Intellectual Property Right Infringement), 26
        (Indemnity), 27 (Consequential Damages),

                                       30
<PAGE>   32

        24 (Insurance) 25 (Termination and Continuing Rights), 33 (General) and
        all consequent rights, obligations and liabilities, shall survive the
        termination or expiry of this Agreement.

26.     INDEMNITY

26.1    Each Party shall indemnify and save harmless as "Indemnitees" the other
        and its employees, officers and directors from and against any and all
        fines, penalties, losses, costs, damages, injuries, claims, expenses or
        liabilities as a result of injury to, or death of, any person, or damage
        to, or loss or destruction of, any property, arising out of, or
        resulting from, or in connection with, this Agreement or the performance
        of this Agreement and caused by the negligence or willful misconduct of
        the indemnifying Party or a contractor or an agent of the indemnifying
        Party or an employee of any one of them (hereinafter individually and
        collectively "Liabilities").

26.2    Upon request of an Indemnitee, the other Party shall, at no cost or
        expense to such Indemnitee, defend or settle any suit or other legal
        proceeding asserting a claim for Liabilities, and the other Party shall
        pay any reasonable costs and attorneys' fees that may be incurred by
        such Indemnitee in connection with any such claim, proceeding or suit.

26.3    The Indemnitee shall as soon as practicable notify the other Party of
        the assertion of any such claim of which the Indemnitee is aware and the
        other Party shall (a) keep the Indemnitee subject to any such claim
        fully informed as to the progress of such defense, and (b) afford such
        Indemnitee, each at its own expense, an opportunity to participate fully
        with the other Party in the defense or settlement of any such claim, but
        the other Party shall have sole control of any such settlement or
        defense.

27.     CONSEQUENTIAL DAMAGES

27.1    Neither Party shall be liable pursuant to this Agreement for any
        incidental or consequential damages or for any damages for loss of
        profits or revenues, except (a) VINA shall pay, without limitation, all
        litigation costs, reasonable attorneys' fees, settlement payments and
        any damages awarded or resulting from any suit, claim or proceeding as
        set forth in Section 23.2 of this Agreement.

28.     MARKETING OF PRODUCT

28.1    In order to assist PairGain in its Product related marketing activities,
        PairGain may, at its option, request VINA to provide reasonable support
        in the following marketing activities:

        a)     VINA shall assist PairGain in providing point-by-point responses
               to RFQs (Request for Quotations) and RFIs (Request for
               Information) with respect to the Product.

                                       31
<PAGE>   33

        b)     VINA shall review and provide feedback on promotional material
               relating to the Product.

        c)     VINA shall make available to PairGain non-operational demo units
               which have the same "look" as the final Product at a price to be
               mutually agreed.

29.     NOTICES

29.1    Any and all notices or other information to be given by one of the
        Parties to the other hereunder or with respect to a Set of Schedules
        shall be sent by registered or certified mail, postage prepaid, or by
        telecopy or hand delivery to the other Party at the addresses set forth
        in Schedule H:

29.2    Notices given pursuant to this Section 29 shall be deemed to have been
        received five (5) business days after mailing if given by mail, and one
        business day after sending if given by telecopy and upon delivery if
        given by hand.

29.3    Either Party may change its address at any time by giving written notice
        to the other Party as provided above.

30.     INTENTIONALLY LEFT BLANK

31.     TERM

31.1    This Agreement shall come into force on the Effective Date and shall
        continue for a period of one (1) year thereafter and will be
        automatically renewable for successive twelve (12) month period(s), all
        such period(s) being referred to herein as "TERM", unless and until:

        (a)    terminated by either Party pursuant to Section 25, or

        (b)    the date on which the Parties agree that this Agreement will
               terminate, whichever is the earlier.

        (c)    The Parties agree that in no event shall the Term of this
               Agreement extend beyond five (5) years from the date of signature
               hereof.

        (d)    Unless either Party gives written notice to the other Party
               thirty (30 days prior to the Termination date.

32.     NORTH AMERICA FREE TRADE AGREEMENT - PROCEDURES

32.1    VINA shall perform all administrative actions required to qualify
        Product for preferential treatment under the rules of any applicable
        trade treaty between Canada, U.S.A. and

                                       32
<PAGE>   34

        Mexico including, without limitation, the North America Free Trade
        Agreement ("NAFTA"). If a Product qualifies under NAFTA, VINA shall
        prepare and distribute a NAFTA Exporter's Certificate of Origin
        according to Section 32.2 below, and any other documents required. VINA
        shall respond to NAFTA Exporter's Certificate of Origin questionnaires
        and assist each PairGain Company in resolving any Product eligibility
        issues. VINA alone shall bear responsibility for all penalties and costs
        resulting from a NAFTA Exporter's Certificate of Origin subsequently
        being determined to be invalid.

32.2    VINA shall (a) retain the original NAFTA Exporter's Certificate of
        Origin in VINA's files with appropriate backup documentation, (b) attach
        a copy of the NAFTA Exporter's Certificate of Origin to the
        customs/shipping documents for the qualifying Product, and (c) mark
        these customs/shipping documents with the legend: "Copy of the North
        America Free Trade Certificate of Origin attached."

33.     GENERAL

33.1    The failure of any Party to enforce at any time or for any period of
        time any of the provisions of this Agreement, shall not constitute a
        waiver of such provisions or the right of such Party to enforce each and
        every provision.

33.2    Neither Party shall assign or otherwise transfer all or any part of this
        Agreement or any payment to be made hereunder, or any interest herein,
        or any rights or obligations hereunder except as set forth below,
        without the prior written consent of the other Party, and such consent
        shall not be unreasonably withheld.

33.3    Each Party shall submit to the other all first-time advertising, sales
        promotion materials, press releases and other publicity matters relating
        to the Product wherein the name of the other Party or any of its
        affiliates is mentioned, or language from which the connection of said
        name therewith may be inferred or implied, and each Party further agrees
        not to publish or use such advertising, sales promotion materials, press
        releases, or other publicity matters without prior written approval of
        the other.

33.4    The construction, interpretation and performance of this Agreement shall
        be governed by the laws of the State of California, except for its rules
        with respect to the conflict of laws.

33.5    This Agreement, represents the entire agreement between the Parties with
        respect to the subject matter thereof and cancels and supersedes all
        prior agreements and communications on the said subject matter.

33.6    Publicly support industry forums, consortia and technologies that are
        concordant with both parties solution.


                                       33
<PAGE>   35

IN WITNESS WHEREOF, the Parties hereto have signed this Agreement by their duly
authorized representatives on the day, month and year first above mentioned.

PAIRGAIN TECHNOLOGIES INC.                    VINA TECHNOLOGIES, INC.



By: ________________________                  By: _________________________
             (Name)                                       (Name)

Title: _____________________                  Title: ______________________

Date: ______________________                  Date: _______________________



                                       34
<PAGE>   36


                                   SCHEDULE A
         PRODUCT LIST, PRICES, DOCUMENTATION AND FCA DELIVERY LOCATIONS


I.      PRODUCT AND PRICES

        A.     PRODUCTS AND PRICES

               1.     VINA - For the purposes of this contract, the VINA Product
                      is VINA Technology's HDSL Multiservice Integrated Access
                      Device (IAD) and the T1 Multiservice Integrated Access
                      Device, also commonly referred to as HDSL Integrator and
                      T1 Integrator(TM), including all standard modifications
                      and any special modifications made specifically for
                      PairGain but excluding any customizations made
                      specifically for other VINA customers. VINA's HDSL
                      Integrator and T1 Integrator Products are defined below:


                                       35
<PAGE>   37

T1 Integrator
Model # V2-10-A-00-00-00-D


                                    [GRAPHIC]


CSU FUNCTIONALITY
T1 network interface
HDSL network   interface
Connector RJ-48C (keyed)
Monitor Jack:  Dual bantam
Line rate:  1.544 Mbps
Clock source:  Line (carrier)/Local (optional)
Line coding:  B8ZS or AMI
Framing:  D4 (SF) or ESF
Line build out:  0 dB, -7.5dB, or -15 dB
Automatic receive sensitivity

T1 PROVISIONING
Programmable between voice and data
Fractionally multiplexed voice and data
Both are programmable on a DS0 basis

CHANNEL BANK - FXS ANALOG SUPPORT
8-24 ports expandable in 4 or 8 port increments
Loop start/ground start
Robbed bit line signaling
Modems supported - up to 28.8
48 volt battery
Ringing:  5 REN per port - 25 max per module
Tx and Rx Gain adjust:  0 dB, -3 dB or -6 dB
Impedance: 600 ohm
Trunkside signaling conversion
Local Call Routing (LCR) via FXO
DID termination
ANI/DNIS support
Digit Insertion

CHANNEL BANK - FXO ANALOG SUPPORT
Optional in 4 or 8 port increments
Loop start/ground start
Robbed bit line signaling
Ringing   1.5B REN
Impedance:  600  ohm

CHANNEL BANK - DIGITAL DSX-1 SUPPORT
Fractional T1 to PBX, Key System or Channel Bank
Connector RJ-48C (keyed)
Line rate:  1.544 Mbps
Clock source:  Local
Line coding:  B8ZS or AMI
Framing:  D4 (SF) or ESF
Line build out:   0-133 ft, 133-266 ft, 266-399 ft,
399-533 ft, 533-655 ft
Automatic receive sensitivity
Robbed bit line or trunk signaling supported
FXS, FXO, E&M, DID, ANI, and DNIS via PBX
or Channel Bank

DSU PROVISIONING
Data rates: 64Kbps to 1.536Mbps in 64Kbps steps

IP/IPX NETWORKING
IP over Frame Relay
IPX over Frame Relay
HDLC (Cisco)
PPP
FRAME RELAY
LMI T1.617 annex D
LMI Q.933 annex A
IP over Frame Relay per RFC1490
Dual PVC's are supported

IP ADDRESS MANAGEMENT
DHCP (Dynamic Host Configuration Protocol)
automatically configures IP address for PC's.
IP address conservation

FIREWALL SUPPORT
SOCKS version 4 (application proxy) built in
Compatible with NetScape Navigator(tm)
and Microsoft Internet Explorer (tm)
Only LAN initiated traffic is allowed through the firewall
External firewalls supported


                                       36
<PAGE>   38

ETHERNET PORT
10baseT
RJ-45 connector

CONSOLE PORT
DTE Interface
Baud rates: 9600,No parity, 8 bits, 1 start, 1 stop
Hardware flow control
Ready to connect to terminal, 28.8 modem,
switched 56 or ISDN 64/128
Menu based management interface

MANAGEMENT
Statistics, status and configuration of all interfaces
Access via T1 or Ethernet
SNMP
        Version 1, MIB II
        MIBs supported:  TCP/IP, Frame Relay, T1
HTTP (compatible with industry standard WEB browsers)
Telenet
Console via RS232 (mdoem or terminal)
HTTP password protected with two privilege levels
Both Telnet and Console are password protected

POWER
120 VAC, 60Hz, 1 Amp
48 VDC, 50VA

PHYSICAL DIMENSIONS
Size:          17.0" W x 14.0" D x 1.75" H (IRU)

        "

Weight: 9.0 LBS
Mounting Configurations"
        Desktop
        Wall-mount
        19" Rack-mount
        23" Rack-mount
Clearence:
        Above         1.75"
        Below         0"
        Rear          0.6"
        Sides         2"
        Front         5"

CERTIFICATION
Compliance:    FCC Part 68, Industry Canada
CS-03
Emissions:     FCC Part 15, Class A
Safety:        Listed: UL 1950,  C-UL
AT&T TR 62411, 54016
ANSI T1.403
EIA-464-B

Specifications subject to change without notice
Copyright 1997 VINA Technologies


                                       37
<PAGE>   39

2. VINA WILL SELL TO PAIRGAIN THE "HDSL INTEGRATOR AND T1 INTEGRATOR" PRODUCT
(PRODUCT) AND ALL available plugs (Plugs) and peripherals at a ** discount below
VINA's list price, for sale into its Accounts, after all discounts. PairGain
will not sell the Product to accounts other those accounts presently purchasing
VINA products through and being supported by PairGain and any new accounts in
which PairGain and VINA mutually agree will be deemed PairGain accounts. VINA's
price sheet showing undiscounted prices is shown below for the DSL Integrator
and T1 Integrator and all available plugs (Product): This price sheet shall be
reviewed and updated at least annually with the latest list prices released by
VINA.

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

                                       38
<PAGE>   40
[VINA LOGO]

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
LIST PRICE ($US LIST)                                                                   CONFIGURATION NUMBER         LIST PRICE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                          <C>
T1 INTEGRATOR BASE CHASSIS

T1 Integrator(TM) Channel Bank equipped with single T1 interface, integrated CSU/DSU,
SNMP and power supply (AC or DC must be specified)                                      PG 30 A 0 00 00 00            **

T1 INTEGRATOR VOICE+DATA CHASSIS
T1 Integrator(TM) voice and data chassis equipped with single T1 interface, integrated
CSU/DSU, Frame Relay, IP/IPX Routing, DHCP, NAT and Firewall, SNMP and power            PG 10 A 0 00 00 00            **
supply (AC or DC must be specified)

T1 INTEGRATOR-16FXS  BASE CHASSIS
T1 Integrator(TM)-16FXS Channel Bank equipped with single T1 interface, 16 FXS
channels (16 analog voice circuits) embedded in the chassis,  integrated CSU/DSU,       PG 30 A 0 e2 e2 00            **
SNMP and power supply (AC or DC must be specified). This option will leave one
analog card slot

T1 INTEGRATOR-16FXS  VOICE+DATA CHASSIS
T1 Integrator(TM)-16FXS voice and data chassis equipped with single T1 interface, 16
FXS channels (16 analog voice circuits) embedded in the chassis, integrated             PG 10 A 0 e2 e2 00            **
CSU/DSU, Frame Relay, IP/IPX Routing, DHCP, NAT and Firewall, SNMP and power
supply (AC or DC m

HDSL INTEGRATOR BASE CHASSIS
HDSL Integrator(TM) Channel Bank equipped with single HDSL interface, integrated
CSU/DSU, SNMP and power supply (AC or DC must be specified)                             PG 70 A 0 00 00 00            **

HDSL INTEGRATOR VOICE+DATA CHASSIS
HDSL Integrator(TM) voice and data chassis equipped with single HDSL interface,
integrated CSU/DSU, Frame Relay, IP/IPX Routing, DHCP, NAT and Firewall, SNMP           PG 60 A 0 00 00 00            **
and power supply (AC or DC must be specified)

OPTIONS AT TIME OF INITIAL ORDER

Battery Backup                                                                          BBKUP                         **
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
OPTIONS & SPARES                                                                        MODEL NUMBER                  LIST PRICE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                          <C>
HARDWARE
4 channel FXS card                                                                      V2-4P-FXS                     **
8 channel FXS card                                                                      V2-8P-FXS                     **
4 channel FXO card                                                                      V2-4P-FXO                     **
8 channel FXO card                                                                      V2-8P-FXO                     **
Fractional T1 Card                                                                      V2-FT1                        **
Fractional T1 and DSP Combination Card                                                  V2-FT1-DSP                    **
Telco DSP Processor                                                                     V2-DSP                        **
Fractional T1-V.35 convertor module                                                     V2-V.35                       **

SOFTWARE
TR08 module                                                                             SW-TR08                       **
Local Call Routing (LCR)                                                                SW-LCR                        **
Business OfficeXchange (BOX)                                                            SW-BOX                        **
Frame Relay Service Level Agreement Statistics (SLAs)                                   SW-SLA                        **
Data Upgrade (for field upgrade - post initial time of order)                           SW-D                          **

ADDITIONAL OPTIONS
NEBS (GR63) install kit                                                                 NEBS                          **
Hinged Mount Assembly Kit                                                               HNGMNT                        **
Bellcore Rack Mount Assembly Kit                                                        BBRKTS                        **
10ft RJ21 cable with 66 block package                                                   CBL1                          **
30ft RJ-48 cross over cable                                                             CBL2                          **
Power Cord Hold down                                                                    PWRCRD-HLD                    **

POWER SUPPLY
AC Supply                                                                               AC                            **
DC Cable                                                                                DC                            **
Battery Backup (for field upgrade - post initial time of order)                         BBKUP-UPG                     **
</TABLE>

-------------------------------------------------------------------
*Non discountable
 All prices FOB origin. Prices are subject to change without notice
-------------------------------------------------------------------

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.


                                       39
<PAGE>   41

[VINA LOGO]

                T1/HDSL INTEGRATOR CONFIGURATION & ORDERING TOOL

<TABLE>
<CAPTION>
Selections MUST be made for every option in both sections: System Configuration & Software Feature Configuration

<S>                                        <C>                            <C>              <C>   <C>       <C>       <C>       <C>
-----------------------------------------------------------------------------------------------------------------------------------
System Configuration
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                                 ------    ------    ------   -----
                                           ANALOG VOICE SLOT CONFIGURATION                       Slot 3    Slot 2    Slot 1    PWR
                                                                                                 ------    ------    ------   -----

                                                                                           ----  ----  ----  ----  ----  ----  ----
                                           System Configuration Number (SCN):               PG
                                                                                           ----  ----  ----  ----  ----  ----  ----

                                           Model No.                      Config #

1. SELECT A CHASSIS                        T1 Channel Bank                [30]    ----------------
                                           T1  Voice+Data Chassis         [10]    ----------------
                                           HDSL Channel Bank              [70]    ----------------
                                           HDSL Voice+Data Chassis        [60]    ----------------

2. SELECT A POWER CONNECTION               AC                             [A]     -----------------------
                                           DC                             [D]     -----------------------

3. SELECT A FRACT. T1/DSP                  V2-FT1                         [F]     -----------------------------
-------------------------------            V2-DSP                         [D]     -----------------------------
             **                            V2-FT1-DSP                     [B]     -----------------------------
-------------------------------            None                           [0]     -----------------------------

4. VOICE CARD OPTIONS:

-------------------------------  Slot 1:   V2-4P-FXS                      [01]    -----------------------------------
------------ ** ---------------            V2-8P-FXS                      [02]    -----------------------------------
                                           V2-8P-FXS (embedded)           [e2]    -----------------------------------
                                           V2-4P-FXO                      [03]    -----------------------------------
-------------------------------            V2-8P-FXO                      [04]    -----------------------------------
                                           None                           [00]    -----------------------------------
             **
                                 Slot 2:   V2-4P-FXS                      [01]    -----------------------------------------
                                           V2-8P-FXS                      [02]    -----------------------------------------
-------------------------------            V2-8P-FXS (embedded)           [e2]    -----------------------------------------
                                           V2-4P-FXO                      [03]    -----------------------------------------
                                           V2-8P-FXO                      [04]    -----------------------------------------
                                           None                           [00]    -----------------------------------------

                                 Slot 3:   V2-4P-FXS                      [01]    -----------------------------------------------
                                           V2-8P-FXS                      [02]    -----------------------------------------------
                                           V2-4P-FXO                      [03]    -----------------------------------------------
                                           V2-8P-FXO                      [04]    -----------------------------------------------
                                           None                           [00]    -----------------------------------------------

5. SELECT SYSTEM SOFTWARE                  R2.1.14  (T1 Integrator only)           -------
-------------------------------                                                    -------
-----------  ** ---------------            R3.6.2 (T1 and HDSL Integrator
                                           recommended release)                    -------
                                                                                   -------
-----------------------------------------------------------------------------------------------------------------------------------
optional Software Features Configuration
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                   ------- ------- ------- ------- -------  -------
                                                                                     SW
                                                                                   ------- ------- ------- ------- -------  -------
                                                                                           Enter   Enter   Enter   Enter    Enter
                                                                                           first   second  third   fourth   fifth
                                                                                           chosen  chosen  chosen  chosen   chosen
                                                                                           feature feature feature feature  feature

                                           ----------------------------------------
Select one or more of the following:       Model No.                       Config #
                                           ----------------------------------------           |       |       |       |        |
                                                                                              |       |       |       |        |
Local Call Routing                         SW-LCR                          [L]                |       |       |       |        |
TR08                                       SW-TR08                         [T]     --------------------------------------------
BusinessOfficeXchange                      SW-BOX                          [X]
Frame Relay SLAs                           SW-SLA                          [S]
Data Upgrade                               SW-D                            [D]

--------------------------------------------------------------------------------------------------------------------------------

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED

--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       40
<PAGE>   42

[VINA LOGO]                        SPARES LIST

<TABLE>
<CAPTION>
Issue Date: 9/1/98
-----------------------------------------------------------------------------------------------------------------------------------
SPARES OPTIONS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>
Item                                  Model Number         Description

1. VOICE CARDS                        V2-4P-FXS            4 Port FXS card for the V2
                                      V2-8P-FXS            8 Port FXS card for the V2
                                      V2-4P-FXO            4 Port FXO card for the V2
                                      V2-8P-FXO            8 Port FXS card for the V2

2. FRACTIONAL T1, DSP & V.35          V2-FT1               Fractional T1 card
                                      V2-DSP               Telco DSP card
                                      V2-FT1-DSP           Fractional T1 & DSP Combo
                                      V2-V.35              Fractional T1-V.35 convertor (requires a V2-FT1 or V2-FT1-DSP)

3. POWER SUPPLY                       AC                   AC power supply
                                      DC                   DC power cable
                                      BBKUP                Battery Backup

4. NEBS KIT                           NEBS                 NEBS (GR-63) Installation Kit

4. BOX REFERENCE GUIDE                BOX-REF              BOX User Guides (Package  of 25 pamphlets)

-----------------------------------------------------------------------------------------------------------------------------------
SOFTWARE FEATURE OPTIONS
-----------------------------------------------------------------------------------------------------------------------------------
SOFTWARE FEATURES                     SW-D                 Software for Data Module
(Select all required features)        SW-LCR               Local Call Routing
                                      SW-TR08              TR08 (SLC) software
                                      SW-BOX               Business OfficeXchange
                                      SW-VPN               Virtual Private Networking
</TABLE>

NOTE:
LCR requires FXO voice cards
LCR  and BOX require a DSP


                                       41
<PAGE>   43

        3.     VINA will sell to PairGain a standard warranty and service
               extension, on a per year basis, beyond the 3 year negotiated
               warranty offering, * * per year of the then list price of the
               VINA product for all product purchased pursuant to this contract.

        4.     PAIRGAIN - The table below specifies HDSL module preferential
               pricing for 2000. PairGain shall extend in good faith deeply
               discounted pricing to VINA on PairGain's family of DSL modules
               which will be installed in the DSL Integrator and T1 Integrator.
               VINA and PairGain agree to re-negotiate in good faith the HDSL
               module pricing on a yearly basis. Pricing must be established by
               January 1 of each year.

                  -------------------------------------------------- --------
                  HDSL                                                YEAR
                  -------------------------------------------------- --------
                  * *                                                 2000
                  -------------------------------------------------- --------

                  -------------------------------------------------- --------

                  -------------------------------------------------- --------

        B.     REPORTS

               Reports:                                        Reference Section

               Field Baseline Report                                      8.8
               VINA Subcontractor ISO 9002 Certificate                    9.1.1

33.7           Unit Failure Analysis             15.10, 17.2e
               Hazardous and/or toxic materials                           21.2
               Product Requalification when changes have been made        9.5.1

        C.     TECHNICAL ASSISTANCE AND SUPPORT

               VINA's Technical Assistance Center (TAC) will provide, defined
               later in this document, level 2 support during the warranty
               period of the product at no charge to PairGain, providing the
               support request is originated by designated PairGain personnel,
               which have been certified via VINA certified training programs.
               Level 2 support will be provided on out of warranty product at
               the then current VINA hourly rates. Should emergency onsite
               support be requested, within the product warranty period, by
               certified PairGain personnel, all travel, lodging, and hourly
               expenses of VINA personnel will be the responsibility of
               PairGain, unless it is determined by VINA personnel that the root
               cause of the problem is directly attributable to the VINA
               product. Should emergency onsite support be requested, after the
               product warranty period has expired, all travel, lodging, and the
               then current hourly rate of VINA personnel will be the
               responsibility of PairGain.

* * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

                                       42
<PAGE>   44

               Assistance                                 Reference Section
               Technical Assistance                       11.3
               Other Technical Assistance                 11.6
               Retest of Product                          17.4.3
               Technical Assistance Level 2 Support       Schedule G, II, 3
               On Site Support                            Schedule G, II, 4
               Other Technical Support                    Schedule G, II, 5

        D.     Technical Assistance Support Rates

               Hourly phone = * *
               On site - flat = * *

        II.    DOCUMENTATION

               PRODUCT             TECHNICAL PRACTICE

               TO INCLUDE A LIST OF ALL DOCUMENTATION TO BE PROVIDED BY VINA


        III.   FCA DELIVERY LOCATIONS:


               For all Product:            FOB shipping point




* * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

                                       43
<PAGE>   45

                                   SCHEDULE B
                 SPECIFICATIONS AND ACCEPTANCE PROGRAM SCHEDULE


PART I:        SPECIFICATIONS

1.      DOCUMENT IDENTIFICATION:

        (Should specify VINA specification document(s) Include Document Code:
        Date: Latest version signed and dated by the Parties.

        REGULATORY/APPROVALS REQUIREMENTS

        The Product should:

            a)  meet or exceed FCC Part 15 requirements for a Class A device.

            b)  meet or exceed comparable UL and Canadian CSA requirements

            c)  comply with EMC requirements only, not including other portions
                of the spec such as static electricity tests, outlined in
                Bellcore GR-1089 if needed by the customers

            d)  comply with the portions of Bellcore Network Equipment-Building
                System (NEBS) Generic Equipment Requirements (TR-NWT-000063)
                that apply if needed by the customers.

        Should other certifications be required, they shall be discussed between
        VINA and PairGain. VINA shall use its best efforts in supporting
        PairGain's regulatory activities.

        PRODUCT MARKING

            1.  Serial number: should be placed on unit as per Bellcore GR-78.

            2.  Manufacturing date on the Printed Circuit Assembly (PCA): should
                be placed on unit as per Bellcore GR-78.

            3.  PairGain's logo and model number on faceplate.4. Repair Date
                stamp: VINA shall date stamp each repaired and returned Product
                with the repair date and type of repair "prefix" as per
                Bellcore.

            4.  Product marking and packaging requirements pursuant to this
                Agreement:

                a)    Bellcore GR-CORE-1421 and TR-NWT-000063;

                b)    Bellcore TR-NWT-870 on ESD protection;

        PACKING

        VINA shall package the Products for shipment utilizing the same
        containers that are used for VINA standard product with the PairGain
        Logo in lieu of the VINA logo. The packaging should,

                                       44
<PAGE>   46
        when necessary, utilize standard ESD protective measures. The packaging
        should be in accordance with Bellcore's GR-CORE-1421, TR-NWT-000063 and
        TR-NWT-870 standard packing practices, with any modifications specified
        by PairGain and agreed to by VINA, related to the size and external
        markings and/or labels (including branding) of the boxes. VINA and
        PairGain will work together in exchanging any relevant information
        (artwork, label artwork, etc.) to facilitate packaging. VINA shall be
        responsible for any damage to Products including damage caused by
        packing noncompliant with Bellcore.

        Support groups:      VINA's Operations group
                             PairGain's OEM group


PART II:       PRODUCT ACCEPTANCE PROGRAM

1.      In order to verify that the Product or modified Product from VINA comply
        with the applicable Specifications, PairGain will undertake an
        Acceptance Program covering verification and Product integrity testing.
        In this regard, VINA recognizes that much of the value of the Product
        lies in their ability to integrate with various telecommunications
        systems.

2.      VINA shall loan to PairGain, at no charge to PairGain, four (4) units
        for up to 90 days as negotiated by PairGain and VINA, for a specific
        period of time such Product and test procedures, as are necessary to
        perform the Acceptance Program, and shall provide support to the
        PairGain group during the testing. Such support includes diligence in
        replacing failed Product, availability of technically knowledgeable
        individuals to discuss testing results and teaming of at least one VINA
        individual with PairGain testing group for all tests to occur on the
        premises of either of the Parties. PairGain shall endeavor to limit as
        much as possible the Product needed for the acceptance in terms of
        number of modules and duration of the loan by taking into consideration
        design commonalties with already-accepted Product.

3.      Each new design or change to existing Product as per Section 8 (PRODUCT
        AND PROCESS CHANGES) shall be tested and/or approved by PairGain's
        Technical Support group or Quality department. VINA shall provide
        PairGain with updated documentation to address revisions in the Product,
        and in this regard, all manuals shall contain revision marks in order to
        facilitate identification of changes in the text. VINA shall also
        provide PairGain with an Acceptance Test Procedure for testing each new
        design or change.


                                       45
<PAGE>   47


4.      Primeships:

        PairGain's Technical Support group is prime for the verification testing
        and for the Product integrity testing; PairGain's Quality department is
        prime for approval of Process Changes. VINA's Engineering department is
        prime for supporting PairGain's Acceptance Program.


                                       46
<PAGE>   48


                                   SCHEDULE C
       REPAIR AND REPLACEMENT RATES, EMERGENCY REPLACEMENT PRODUCT AND FCA
                                REPAIR LOCATIONS

I.      Repair and Replacement Rates

        VINA will provide, at their discretion, repair or replacement during the
        warranty period of the product at no charge except for shipping cost of
        Product to VINA, to PairGain providing the repair or replacement request
        is originated by designated PairGain personnel. Repair parts or
        replacement product will be shipped only when deemed appropriate
        following a troubleshooting session with a VINA support engineer.
        PairGain must return the defective part, as established in section 16.2,
        to VINA within forty-five business days, after forty-five business days
        the replacement part will be invoiced. For product out of warranty,
        repair and return is charged on a per item basis at the then current
        VINA hourly rates as provided in this Schedule C, not to exceed * * of
        the current list price of the Product, providing the repair or
        replacement request is originated by designated PairGain personnel.
        Repair parts or replacement product will be shipped only when deemed
        appropriate following a troubleshooting session with a VINA support
        engineer.

II.     Emergency replacement Product

        (as per section 18.1)

III.    FCA Repair Locations

        VINA Technologies
        42709 Lawrence Place
        Fremont, CA 94538

IV.     Repair Rates

        Hourly cost for repair is * *




* * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.

                                       47
<PAGE>   49

                                   SCHEDULE D
                               CHANGE NOTIFICATION

<TABLE>
<CAPTION>
<S>                     <C>  <C>            <C>           <C>
----------------------------------------------------------------------------------------
1.  SUPPLIER INFORMATION:                                 | 2. PRODUCT CHANGE NOTICE:
                             VINA                         |           1998xxxx
                                                          |   ISSUE:  01
----------------------------------------------------------------------------------------
3.  ISSUE DATE:        |4. PRODUCT IDENTIFICATION:
                       |   MAJOR SYSTEM:
                       |   SUB SYSTEM  :
                       |   HWARE: ?   FWARE: ?   SWARE: ?  PLUGIN: ?
----------------------------------------------------------------------------------------
5.  NEW PROD    RLSE   |6. OLD PROD  RLSE   |7. NEW CLEI    CODE |8. OLD CLEI CODE
    NTxxxxxx    tbd    |   NTxxxxxx    03   |   tbd              |   SNMYACAFAA
----------------------------------------------------------------------------------------
9.  ASSOCIATED PRODUCTS OR CHANGES AFFECTED:

----------------------------------------------------------------------------------------
10. DRAWING NUMBER:                                        |11. CHANGE CLASSIFICATION:
    ADxxxxxx                                               | A/AC/B.......
----------------------------------------------------------------------------------------
12. CLASSIFICATION SUBSTANTIATION:

----------------------------------------------------------------------------------------
13. REASON FOR CHANGE:

----------------------------------------------------------------------------------------
14. DESCRIPTION OF CHANGE:

    VERIFICATION PROCEDURES:

    BACKOUT PROCEDURES:

----------------------------------------------------------------------------------------
15. EFFECT OF CHANGE:
    Enhanced features and easier installability.
    SAFETY HAZARD: ?   FIRE HAZARD : ?   SRVC AFFCTG: ?   TRANS AFFCTG: ?
    MNTNCE AFFCTG: ?   RELIA AFFCTG: ?   POWR AFFCTG: ?   TRAF  AFFCTG: ?
----------------------------------------------------------------------------------------
16. MATERIAL AFFECTED:

----------------------------------------------------------------------------------------
17. DOCUMENTATION AFFECTED:

----------------------------------------------------------------------------------------

18. IMPLEMENTATION DATE:                     |19. CHANGE COMPLETION DATE:
    MM/DD/YY                                 |    N/A

----------------------------------------------------------------------------------------
</TABLE>


                                       48
<PAGE>   50


<TABLE>
<CAPTION>
<S>                     <C>  <C>            <C>           <C>
----------------------------------------------------------------------------------------
20. MODIFICATION LOCATION:
    N/A
    TRIALED: N (Field Lab Na)
----------------------------------------------------------------------------------------
21. INSTALLATION HOURS AND MATERIAL COST:
    HOURS: N/A
    COST : N/A
----------------------------------------------------------------------------------------
22. LOCATION AND QUANTITY OF EQUIPMENT:
    N/A
----------------------------------------------------------------------------------------
23. ATTACHMENTS:
    None
----------------------------------------------------------------------------------------
24. COMMENTS:
</TABLE>


                                       49
<PAGE>   51

                                   SCHEDULE E
                          CANCELLATION AND RESCHEDULING

SECTION I:     PURCHASE ORDER CANCELLATIONS

1.   In the event of cancellation of all, or a part of, a Purchase Order,
     PairGain's sole liability to VINA shall be as follows:

     (A)  Notice of cancellation provided zero (0) to thirty (30) days before
          scheduled shipment date:

          (a)

               * * of the total value of the canceled Purchase Order or the part
               thereof which is canceled.

     (B)  Notice of cancellation provided over thirty-one (31) days before
          scheduled shipment date for any period: no charge.

2.      PairGain's liability pursuant to Section 1 above shall be reduced up to
        * * in the event that material can be used for other Purchase Orders
        placed hereunder. In addition VINA shall use all reasonable endeavors to
        minimize any such cancellation costs by, inter alia, selling the Product
        to another customer, returning components to suppliers, reducing
        cancellation costs to suppliers, any such savings will be passed onto
        PairGain. Prior to selling canceled Product or part thereof, to another
        customer, to the extent permitted under this Agreement, VINA shall, as
        part of the restocking process and included in the cancellation charge,
        remove any PairGain branding and other PairGain specified superficial
        markings that had already been applied to the canceled Product at the
        time of receipt of PairGain's cancellation notice. In case VINA does not
        comply with this Section 3, VINA shall bear the costs to correct the
        situation.

3.      The foregoing constitutes PairGain's sole liability and VINA's sole
        remedy in the event of PairGain's cancellation of Purchase Orders.


SECTION II:    RESCHEDULING

1.      PairGain may, at any time, for its convenience and without cause, by
        written notice issued to VINA prior to the Delivery Date, reschedule the
        Delivery Date of ordered Product provided such rescheduled Delivery Date
        shall not exceed thirty (30) days from the date the Product was
        originally scheduled to be delivered. Delivery of Product covered by any
        individual Purchase Order or Release cannot be postponed more than once.





* * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.


                                       50
<PAGE>   52

        Rescheduling in less than ten (10) business days from the Delivery Date
        shall be subject to a * * restocking fee calculated on the Price
        applicable to the rescheduled portion of the Purchase Order or Release
        and such restocking fee shall constitute PairGain's sole liability and
        VINA's sole remedy in the event of the rescheduling of the Purchase
        Order or Release.




* * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.


                                       51
<PAGE>   53


                                   SCHEDULE F
          PROCEDURES FOR ORDERS UTILIZING ELECTRONIC AND TECHNICAL DATA
                            INTERCHANGE TRANSMISSION

VINA has not implemented EDI transmission at this time. This section can be
reviewed and added at a later date if warranted..


                                       52
<PAGE>   54


                                   SCHEDULE G
                              TECHNICAL ASSISTANCE


I.      TECHNICAL ASSISTANCE BY PAIRGAIN

1.      It shall be PairGain's responsibility to provide 'first line' (Level 1)
        technical assistance and support to its customers. PairGain's customers
        will never contact VINA directly. PairGain will at its option provide
        any of the following services to its customers as Level 1 support.

        Level 1 Support:

            -   Telephone Service Desk

            -   On site support

            -   Preventative maintenance

            -   Monitor alarms/malfunctions

            -   Corrective action and logging

            -   Product alarm knowledge

            -   Escalate and report

            -   Remote modem access

            -   Log and track problems

            -   Isolate sub system faults

            -   Product temporary system solutions

            -   Software upgrade loads distribution to Customers

            -   Multi-vendor product expertise

            -   Board and module swap

            -   Product training

            -   Analyze and record Fast Cycle Failure Analysis report

II.     TECHNICAL ASSISTANCE BY VINA

        1.  VINA shall provide at no cost to PairGain Product training
            documentation and information. VINA shall provide train-the-trainer
            sessions for PairGain's training personnel. VINA shall train a
            maximum of ten (10) PairGain technicians in a three (3) day session,
            such group to act as the first line of support to the customers'
            inquiries.

        a)  TRAIN-THE-TRAINER REQUIREMENTS

            VINA shall provide training to PairGain's Training department for
            major revisions of Product, at least one month prior to release of
            the product, as well as a semi-annual update.


                                       53
<PAGE>   55

            PairGain's Training department should be provided with hardware for
            new products prior to release.

        b)  VINA TECHNOLOGIES HDSL INTEGRATOR AND T1 INTEGRATOR TRAINING SYSTEM,
            TRAINING REQUIREMENTS FOR TECHNICIANS

            Installation and Commissioning Engineers

            Installation and commissioning engineers should have sufficient
            knowledge of the equipment to determine the correct installation
            requirements for the task at hand. They should be aware of any
            special requirements (e.g., cooling, cable routing, grounding) and
            therefore have a thorough knowledge of the equipment's operating
            parameters as well as the installation requirements. Installation
            and commissioning engineers should be able to recognize and name all
            the system components and have a general knowledge of each
            component's functionality and fault conditions. An operating
            knowledge of the equipment is required to implement basic
            connections at the T1/E1 level in accordance with the VINA
            Technologies user guides and to commission the unit to a state where
            it can be managed by the network operators. Detailed operating
            knowledge is not required.

            Operation, Administration and Maintenance Engineers

            Operation, administration and maintenance (OA&M) engineers are
            required to have a far more comprehensive knowledge of the
            equipment's operation than the installation and commissioning
            engineer. They should therefore be able to carry out all the
            functions of the installation and commissioning engineer. OA&M
            engineers should be able to describe in detail the equipment's core
            applications and have a general knowledge of the HDSL Integrator and
            T1 Integrator Functionality. They should also have a good
            understanding of how the various platform technologies are employed,
            e.g., configuring a HDSL Integrator and T1 Integrator for voice and
            data transmission. A detailed knowledge of the equipment's
            configuration parameters and maintenance features is required. OA&M
            engineers should be able to configure all of these functions under
            the RS-232 terminal interface.

            Network Operators

            Network operators are required to have a comprehensive knowledge of
            the HDSL Integrator and T1 Integrator as driven by the Telnet
            session, or the HTTP interface via Web Browser, including the use of
            on-line help. Operators should be able to recognize commonly used
            icons. Using the Telnet session, or the HTTP interface via Web
            Browser, network operators should be able to carry out all basic and
            detailed configuration tasks on the various service configurations
            of the HDSL Integrator and T1 Integrator. A full understanding of
            the SNMP functions and their use is required.


                                       54
<PAGE>   56

            Network operators should be able to recognize fault conditions and
            have an understanding of the problem tracking systems, diagnostic
            tools and their use. A general knowledge of the enhanced facilities
            available (e.g., diagnostics) is also required.

            Upon satisfactory completion of individual training courses,
            PairGain personnel will receive certification from VINA in the form
            of letters, or certificates of accomplishment, which will fulfill
            the necessary training requirements to provide level 1 support.

2.      In order to facilitate PairGain's support of its customers, VINA shall
        provide to designated PairGain personnel only, without charge, telephone
        access to qualified VINA's technical personnel with the following
        structure:

        i)     Non Urgent Technical Support

        Telephone service will be available in the following form: Between the
        hours of 8:00 AM and 5:00 PM PST (Pacific Standard Time) between Monday
        and Thursday a single number which will always be answered by a person
        and not an electronic secretary shall be provided. The telephone number
        to reach VINA's technical support personnel at all times is :
        510-413-1353, or 888-774-8462. The wait period for qualified technical
        assistance shall not exceed ninety (90) minutes.

        ii)    Urgent Technical Support

        Telephone service will be available twenty-four (24) hours a day, seven
        (7) days a week. The telephone number to reach VINA's emergency support
        personnel at all times is No. 888-774-8462, or 510-492-0800. If a call
        back (pager) system is used, the wait period for qualified technical
        assistance shall not exceed) sixty (60) minutes.

        VINA shall advise PairGain of any telephone number change for this
        service at least thirty (30) days prior to the change.

3.      VINA shall provide, at no cost, to PairGain and to PairGain's customers
        "Second line" (Level 2) technical assistance which will include the
        following services:

        Level 2 Support

        -   Assistance at the request of PairGain

        -   VINA technical support contacts (24 hours a day)

        -   Log and track problems

        -   Isolate sub-system and design faults (in house)

        -   In-house simulation and testing

        -   Remote modem access to PairGain's TAC center

                                       55
<PAGE>   57

        -   Deliver software upgrade and software builds to PairGain's
            distribution center

        -   Escalation and reporting to PairGain

        -   Emergency Site Support (at customer/PairGain site)

        -   Perform Root Cause Analysis

        -   Emergency Spares holding (at VINA's premises) as per Section 17

        -   Design authority support interfaces

        -   Analyze and resolve design problems (Hardware and System Software),
            prepare patches and modifications, incorporate them in new builds,
            test perform sanity checks and deliver the builds and Hardware and
            System Software to PairGain's distribution center

        -

        -   Fast Cycle Failure Analysis at the request of PairGain

4.      VINA will provide on-site support and assistance to PairGain in a
        reasonable time frame and at a reasonable cost which may include travel
        and lodging cost to PairGain in the following cases.

        a)  In cases where PairGain was unable to resolve a problem through
            normal maintenance activities and technical support provided
            remotely by VINA.

        b)  In cases where PairGain is able to resolve a problem but cannot
            determine the root cause of the problem.

        c)  In cases where a problem with the Product leads a customer to
            specifically request technical presence.

        d)  In cases where a problem with the Product exists in the field and
            VINA's presence is requested by PairGain Senior Management.

5.      Any other technical support which VINA shall provide to PairGain or its
        customers shall be pursuant to a written request from PairGain's
        designated personnel, or such other individual designated, from time to
        time, by PairGain. Such support shall be at prices set forth in Schedule
        A and on terms and conditions agreed upon by the Parties.

6.      Technical assistance support will be provided remotely to PairGain
        and/or to the customer in conjunction with PairGain, but not by VINA
        alone (unless authorized in writing to do so by PairGain).

7.      VINA will provide Response Time and Mobilization based on the Problem.


                                       56
<PAGE>   58

                                   SCHEDULE H

                                     NOTICES

PAIRGAIN                              VINA

Abe Ali - OEM Sales Mgr               Stan Kazmierczak, Chief Financial Officer
19196 Highland View Lane              42709 Lawrence Place
Trabuco Canyon, CA  92678             Fremont, CA  94538

Tel:949-713-5002                      510-413-1333
Facsimile:949-713-5003                510-492-0808
email: abe_ali@pairgain.com           kaz@vina-tech.com

CONTRACTUAL:

PairGain Technologies, Inc            VINA Technologies
14402 Franklin Avenue                 42709 Lawrence Place
Tustin, CA 92780-7209                 Fremont, CA  94538

Attn: Rob Price                       Attn: Stan Kazmikerczak - CFO
Tel: 714-730-2916                     510-413-1333
Facsimile No: 714-832-9901            510-492-0808


                                       57