**TERAGLOBAL COMUNICATIONSCORPORATION**

**SHAREHOLDERS' AGREEMENT**

 

THISSHAREHOLDERS' AGREEMENT(this “Agreement”) is dated as ofJune 28, 2001, by and among TERAGLOBAL COMMUNICATIONS CORP., a Delawarecorporation (the “Company”), WALLERSUTTON 2000, L.P., a Delaware limitedpartnership (“WallerSutton”), Robert E. Randall (“Randall”), James A.Mercer III, (“Mercer”), Grant Holcomb (“Holcomb”) and Paul Cox (“Cox”).(Randall, Mercer, Holcomb and Cox are sometimes referred to as  “Shareholder” and collectively, the “Shareholders”).

**BACKGROUND**

             WHEREAS the Company andWallerSutton have entered into a Series ‘A’ Preferred Stock and WarrantPurchase Agreement dated June 28, 2001, pursuant to which WallerSutton hasagreed to purchase certain Preferred Stock and Warrants from the Company; and

             WHEREASin connection with the transaction, and in consideration of WallerSuttonpurchasing the Preferred Stock, theShareholders have agreed to restrict transferability of equity interests, andprovide for certain other matters relating to the Company, all as is more fullydescribed in this Agreement.

             NOW THEREFORE, the Company,WallerSutton and the Shareholders, in consideration of the foregoing premisesand the mutual covenants contained herein, and intending to be legally bound hereby,agree as follows:

**             SECTION 1.  Definitions**

             Capitalized terms used herein andnot otherwise defined shall have the meanings given to such terms herein below:

             (a)         **“Affiliate”**means any Person controlling, controlled by, or under common control with anotherPerson.

             (b)        **“CommonStock”** means the Company's Common Stock, par value $.001 per share,and shares of stock or other securities of any class resulting from thereclassification, split, combination, or other change thereof, dividends ofsecurities paid thereon, and securities of any other issuer received inexchange for such Common Stock in connection with any merger, consolidation,reorganization, or acquisition involving the Company.

             (c)         **“DisinterestedBoard”** means a majority of the directors of the Company who are notnamed as a proposed transferee in a Notice of Offer (as defined in Section3.1), or any Affiliate of any Shareholder named as a proposed transferee in aNotice of Offer, serving as directors of the Company.

             (d)        **“Disposition”** means any sale,transfer, encumbrance, gift, donation, assignment, pledge, hypothecation,issuance or other disposition of any Securities or any interest therein,whether voluntary or involuntary, including, but not limited to, anyDisposition by operation of law, by court order, by judicial process, or byforeclosure, levy or attachment. **“Dispose”**means to engage in a Disposition.
(f)         **“Permitted Disposition”** means anyDisposition of Common Stock by a Shareholder with respect to the following:

             (i)          ADisposition by a Shareholder to such Shareholder’s spouse, child or grandchildor to a testamentary or inter vivos trust for the benefit of such Shareholderor such Shareholder’s spouse, child or grandchild;

             (ii)         A Disposition of the community property interest of aShareholder's spouse in all or any part of the Securities to such Shareholderupon the death of such spouse or in connection with the termination of themarital relationship of the Shareholder and such Shareholder's spouse;

              (iii)       A Disposition toan entity that is controlled, directly or indirectly by the Shareholder,provided that such entity agrees to be bound by the terms of this Agreementwith respect to any Securities it holds; and

             (iv)       A Disposition of Securities to the Company.

             (g)        **“Person”**means any individual, corporation, limited liability company, partnership,joint venture, association, joint-stock company, unincorporated organization orgovernment (or any agency or political subdivision thereof).

             (h)        **“PreferredStock”**means the Company's Series A Preferred Stock, par value $.001per share, and shares of stock or other securities of any class resulting fromthe reclassification, split, combination, or other change thereof, dividends ofsecurities paid thereon, and securities of any other issuer received inexchange for such Preferred Stock in connection with any merger, consolidation,reorganization, or acquisition involving the Company.

             (i)          **“Pro RataPart”** means, in any particular instance, the proportion which thenumber of Securities owned by a Shareholder bears to the aggregate number ofSecurities owned by all Shareholders electing to purchase or sell Securities.

             (j)          **“Securities”**means: (i) the Common Stock; (ii) the Preferred Stock; (iii) any othersecurities of the Company which generally entitle the holder thereof to votefor the election of directors at a meeting of stockholders, whether now orhereafter authorized; and (iv) any rights, warrants, options, convertiblesecurities or indebtedness, exchangeable securities or indebtedness, or otherrights, which are exercisable for or convertible or exchangeable into, directlyor indirectly, any of the foregoing.

             (k)         **“SecuritiesAct”** means the Securities Act of 1933, together with any amendmentsthereto and all rules and regulations thereunder and any similar federalstatute, rule or regulation in force in the future.

             (l)          **“Subsidiary”**when used in reference to any other Person shall mean any corporation of whichoutstanding securities having ordinary voting power to elect a majority of theBoard of Directors of such corporation are owned directly or indirectly by suchother Person.

**             SECTION 2.**   **Restrictions on Transfer of Securities**.

             2.1        Restrictionsfor Randall.  Except for PermittedDispositions, Mr. Randall shall not Dispose of any of his Securities prior toDecember 31, 2001. During each of the calendar years 2002 and 2003, Mr. Randallmay Dispose of up to 10% of the Securities that he held as of January 1 of suchyear. During each of the calendar years 2004 and 2005, Mr. Randall may Disposeof up to 50% of the Securities that he held as of January 1 of such year.During each of the calendar years 2006 through 2008, Mr. Randall may Dispose ofup to 10% of the Securities that he held as of January 1 of such year. Exceptfor Permitted Dispositions, in the event that Mr. Randall intends to enter intoa transaction or series of related transactions involving the Disposition ofmore than 500,000 shares of Common Stock, or Securities exercisable orconvertible into 500,000 shares of Common Stock, to a single purchaser orrelated group of purchasers, he will first make the securities available to theCompany, WallerSutton and the other Shareholders pursuant to Section 3below.  Mr. Randall agrees not to createor permit to exist any lien, restriction, encumbrance or limitation withrespect to any Securities owned by him.

             2.2        Restrictionsfor Mercer.  Except for PermittedDispositions, Mr. Mercer shall not Dispose of any of his Securities prior toDecember 31, 2001. During each calendar year thereafter, Mr. Mercer may Disposeof up to 10% of the Securities that he held as of January 1 of such year.  Except for Permitted Dispositions, in theevent that Mr. Mercer intends to enter into a transaction or series of relatedtransactions involving the Disposition of more than 500,000 shares of CommonStock, or Securities exercisable or convertible into 500,000 shares of CommonStock, to a single purchaser or related group of purchasers, he will first makethe securities available to the Company, WallerSutton and the otherShareholders pursuant to Section 3 below. Mr. Mercer agrees not to create or permit to exist any lien,restriction, encumbrance or limitation with respect to any Securities owned byhim.

             2.3        Restrictionsfor Holcomb.  Except for PermittedDispositions and up to 10,000 shares of Mr. Holcomb's common stock which he maydispose of at any time, Mr. Holcomb shall not Dispose of any of his Securitiesprior to December 31, 2001. During each calendar year thereafter, Mr. Holcombmay Dispose of up to 10% of the Securities that he held as of January 1 of suchyear.  Except for PermittedDispositions, in the event that Mr. Holcomb intends to enter into a transactionor series of related transactions involving the Disposition of more than500,000 shares of Common Stock, or Securities exercisable or convertible into500,000 shares of Common Stock, to a single purchaser or related group ofpurchasers, he will first make the securities available to the Company,WallerSutton and the other Shareholders pursuant to Section 3 below.  Mr. Holcomb agrees not to create or permitto exist any lien, restriction, encumbrance or limitation with respect to anySecurities owned by him.

             2.4        Restrictions for Cox.  Except for Permitted Dispositions, Mr. Coxshall not to Dispose of more than2,200,000 shares of Common Stock on or beforeJune 28, 2002; more than an aggregate 4,400,000 shares of Common Stock on orbefore June 28, 2003; or more than an aggregate of 6,600,000 shares of CommonStock on or before June 28, 2004. Except for Permitted Dispositions, in the event that Mr. Cox intends toenter into a transaction or series of related transactions involving the saleof more than 500,000 shares of Common Stock, or Securities exercisable orconvertible into 500,000 shares of Common Stock, to a single purchaser orrelated group of purchasers, he will first make the securities available to theCompany, WallerSutton and the other Shareholders pursuant to Section 3below.  Mr. Cox agrees not to create orpermit to exist any lien, restriction, encumbrance or limitation with respectto any Securities whose transfer is restricted by this Section 2.2; provided,however, that he may pledge shares of Common Stock to secure tax obligations,and Merrill Lynch's existing lien on approximately 330,000 shares of CommonStock shall not constitute a Disposition.

             2.5        PermittedPledge to Financial Institutions. Notwithstanding any other provision in this Agreement, any Shareholdermay pledge any or all of the Company’s Securities held by such Shareholder to abank as security for any liabilities of the Company to such bank.  None of the terms, conditions, restrictionsor provisions of this Agreement shall apply to such pledge or to anyDisposition of any of the Company’s Securities by such bank, or by such bank’ssuccessors or assigns.

**             SECTION 3.**    **First Refusal Rights**.

             In the event that a Shareholderwishes to sell more than 500,000 Securities to a single purchaser or relatedgroup of purchasers other than as provided for as a Permitted Transaction, theShareholder shall sell or otherwise transfer Securities in compliance with theprovisions of this Section 3.

             3.1        AShareholder desiring to sell or otherwise transfer Securities in compliancewith this Section (a “Selling Shareholder”) shall first deliver writtennotice to the Company (the “Notice of Offer”) specifying (i) the numberof shares of Securities owned by the Selling Shareholder which such SellingShareholder wishes to sell (the “Offered Securities”); (ii) the proposedconsideration per share being offered for the Offered Securities (the “OfferPrice”); (iii) the intended purchaser, who must be a bona fide purchaser,of the Offered Securities and (iv) all other terms and conditions of theoffer.  The Notice of Offer shallconstitute an irrevocable offer by the Selling Shareholder to sell to theCompany, WallerSutton and the other Shareholders the Offered Securities at theOffer Price.  Within five business daysof its receipt of the Notice of Offer, the Company shall send a copy of theNotice of Offer to WallerSutton and to each Shareholder.

             3.2        Within30 days following its receipt of the Notice of Offer, the Company shall notifythe Selling Shareholder, WallerSutton and the other Shareholders as to thenumber of the Offered Securities, if any, which the Company is electing topurchase (such notification shall be referred to hereinafter as the “CompanyAcceptance”).  The election topurchase Offered Securities shall be made only to the extent permitted byapplicable law and approved by the Disinterested Board.  The Company Acceptance shall be deemed to bean irrevocable commitment of the Company to purchase from the SellingShareholder the number of the Offered Securities that the Company has electedto purchase pursuant to the Company Acceptance.

             3.3        If the Company does not deliver aCompany Acceptance within 30 days following its receipt of the Notice of Offeror if the Company Acceptance does not provide for the purchase by the Companyof all of the Offered Securities, then, within 15 days following the expirationof such 30-day notice period or the Company Acceptance, whichever is earlier,Waller Sutton and each other Shareholder shall notify the Company and theSelling Shareholder as to the maximum number of Offered Securities they desireto purchase (such notification is hereinafter referred to as the “Shareholder'sAcceptance”).  If the Company doesnot receive a Shareholder's Acceptance from WallerSutton or any of theShareholders within such 15-day period, they shall be deemed to have declinedto purchase any of the Offered Securities. A Shareholder's Acceptance shall be deemed to be an irrevocablecommitment of WallerSutton or a Shareholder to purchase from the SellingShareholder the number of Offered Securities which WallerSutton or suchShareholder has elected to purchase pursuant to the Shareholder's Acceptance,subject to allocation of Offered Securities among Waller Sutton and theShareholders accepting the Notice of Offer as hereinafter provided.

             3.4        Ifthe Company, WallerSutton and one or more of the Shareholders elect to purchasea number of Offered Securities which in the aggregate exceeds the total numberof Offered Securities, the Company shall be entitled to purchase the number ofOffered Securities set forth in the Company Acceptance and the remainder of theOffered Securities shall be allocated among WallerSutton and those Shareholdersaccepting the Selling Shareholder's offer (the “AcceptingShareholders”)so that each Accepting Shareholder shall be entitled to purchase its Pro RataPart of the remainder of the Offered Securities; provided, however,that no Accepting Shareholder shall be required or entitled to purchase anumber of Offered Securities greater than the number set forth in itsShareholder's Acceptance.  The Companyshall promptly notify each such Accepting Shareholder of the number of sharesallocated to such Shareholder, and each such Accepting Shareholder shall beobligated to purchase such Offered Securities allocated to such Shareholder atthe Offer Price for such shares at a closing as set forth in Section 3.6 below.

             3.5        Ifthe Company and the Accepting Shareholders do not elect to purchase all of theOffered Securities available for purchase under this Section 3, the SellingShareholder (a) shall be under no obligation to sell any of the OfferedSecurities to the Company or any Accepting Shareholder, unless the SellingShareholder so elects, but (b) may, within a period of four months from thedate of the Notice of Offer, sell such Offered Securities to the intendedpurchaser named in the Notice of Offer (the “Third Party Transferee”),at a price per share not less than the Offer Price and on such other terms andconditions as are not materially more favorable to the proposed Third PartyTransferee than those specified in the Notice of Offer. If the SellingShareholder does not complete the sale of the Offered Securities within suchfour-month period, the provisions of this Section 3 shall again apply, and nosale of Securities of the Selling Shareholder shall be made otherwise than inaccordance with the terms of this Agreement.

             3.6        The closing of purchases of OfferedSecurities by the Company, WallerSutton and/or the Shareholders pursuant tothis Section 3 shall take place within 30 days after the delivery of theCompany Acceptance or 60 days after the date of the Notice of Offer, whicheveris later, at 11:00 A.M. local time at the principal office of the Company, orat such other date, time or place as the parties to the sale may agree.  At such closing, the Selling Shareholdershall sell, convey, transfer and deliver to each purchaser full right, titleand interest in and to the Offered Securities so purchased, free and clear ofall liens, security interests or adverse claims of any kind and nature (exceptas otherwise set forth in this Agreement or in the Notice of Offer), and, ifsuch purchaser requests that the Offered Securities be certificated, shalldeliver to each purchaser a certificate or certificates representing theOffered Securities sold, in each case duly endorsed for transfer or accompaniedby appropriate stock transfer powers duly endorsed.  Each purchaser of the Offered Securities shall deliver to theSelling Shareholder, in full payment of the purchase price of the OfferedSecurities being purchased, a certified or bank check payable to the order ofthe Selling Shareholder in an amount equal to the aggregate purchase price ofthe Offered Securities being acquired by such purchaser.

             **SECTION 4.**    **Tag-Along Right**.

             4.1        If WallerSutton or one or moreShareholders (the "Sellers") propose to transfer to a ThirdParty which is not a Shareholder or an Affiliate of a Shareholder (in a saleconsummated in a single transfer or a series of related transfers as part of asingle transaction or group of related transactions) Securities representing10% or more of the then outstanding Securities (a “Transfer”), andprovided that the Transfer is not a Permitted Disposition, then WallerSuttonand each of the Shareholders other than the Sellers ("Tag-AlongShareholders") shall have the right ("Tag-Along Right")to require the proposed purchaser(s) of such Securities to purchase from suchTag-Along Shareholder up to the number of whole Securities not to exceed thenumber derived by multiplying the total number of Securities to be purchased bythe proposed purchaser(s) in such transaction(s) by a fraction, the numeratorof which is the total number of Securities owned by such Tag-Along Shareholder,and the denominator of which is the total number of Securities owned by theSellers and all Tag-Along Shareholders. Any Securities purchased from Tag-Along Shareholders pursuant to thisSection 4 shall be paid for at the same price per share and upon the same termsand conditions as such proposed Transfer by the Sellers ("TransferTerms").

             4.2        The Sellers shall promptly notify theTag-Along Shareholders in the event they propose to make a Transfer giving riseto Tag-Along Rights, and shall furnish the Tag-Along Shareholders with theTransfer Terms and a copy of any written offer or agreement pertainingthereto.  The Tag-Along Right may beexercised by any Tag-Along Shareholder by delivery of a written notice to eachSeller proposing to sell Securities ("Tag-Along Notice")within 15 days following such Tag-Along Shareholder's receipt of such noticefrom the Sellers.  The Tag-Along Noticeshall state the number of Securities that such Tag-Along Shareholder proposesto include in such Transfer to the proposed purchaser (not to exceed the numberdetermined in accordance with Subsection (a) above).  In the event that the proposed purchaser does not purchase thespecified number of Securities from the Tag-Along Shareholders on the TransferTerms, then the Sellers shall not be permitted to sell any Securities to theproposed purchaser in the proposed Transfer.

             **SECTION 5.**    **Legend on Certificate**.

             Certificates representing ownershipof Securities shall bear the following legends:

             “THIS CERTIFICATE IS HELD SUBJECTTO AN AGREEMENT AMONG THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS, AND THISCERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE TRANSFERABLE ONLY INACCORDANCE WITH THE TERMS, CONDITIONS AND RESTRICTIONS OF THAT AGREEMENT, ACOPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

             “THE SHARES REPRESENTED BY THISCERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  SUCH SHARES HAVE BEEN ACQUIRED FORINVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THEABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THESECURITIES ACT OF 1933, UNLESS IN THE OPINION (WHICH SHALL BE IN THE FORM ANDSUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANYTHAT SUCH REGISTRATION IS NOT REQUIRED.”

EachShareholder shall, within ten days after the date on which such Shareholderexecutes this Agreement, surrender to the Company the certificates reflectinghis ownership of Securities that do not bear the foregoing legends so that suchlegends, as applicable, may be placed on each such certificate.

**             SECTION 6.**    **Transfers Invalid**.

             Any attempted Disposition ofSecurities, or any interest or right therein, made in violation of thisAgreement shall be null and void.  Thetransferee of such Securities shall not be entitled to have such Securitiesregistered on the books of the Company, and no person shall be entitled to votesuch Securities or receive dividends thereon until such transfer isrescinded.  In the event of aninvoluntary Disposition of Securities which is or is held to be legallyenforceable notwithstanding the provisions of this Agreement, the Company,WallerSutton and the remaining Shareholders shall have the right, but not theobligation, to repurchase Securities so disposed, and the transferee in suchinvoluntary Disposition shall sell such Securities to the Company, WallerSuttonor the remaining Shareholders, as the case may be.  Any election to repurchase under this Section 6 shall be made bythe Company, WallerSutton or the Shareholders, at any time within 365 days ofbecoming aware of such involuntary Disposition, in accordance with theprovisions of Section 3, including the right to purchase a Pro Rata Part of theSecurities.  Closing on such repurchaseshall occur within twelve months from the date of receipt of notice of suchinvoluntary Disposition.  If the Companyand the remaining Shareholders do not make the election to repurchase underthis Section 6, the Person to whom the Securities shall have been involuntarilydisposed immediately and without any affirmative action by any Person shall bedeemed to be a Shareholder hereunder.

**SECTION 7.  Termination**

             This Agreement and allrestrictions, limitations, rights and obligations set out herein with respectto the Securities shall terminate upon the occurrence of any of the following events(i) the dissolution of the Company; (ii)the merger, combination or acquisitionof a controlling interest in the Company or the sale of substantially all ofthe assets of the Company to a third party; (iii) the execution of a writteninstrument terminating this Agreement by WallerSutton and the Company, or as toany Shareholder between WallerSutton and the Shareholder; (iv) the seventhanniversary of this Agreement, (v) the conversion or redemption of an aggregateof 50% of the Preferred Stock, or (vi) with respect to any Shareholder, twoyears following the termination of his employment or directorship with theCompany.  In addition, this Agreementshall terminate with respect to any such Securities upon the Dispositionthereof, in accordance with the terms of this Agreement, to a Person who is nota party to this Agreement.

**SECTION 8.  Miscellaneous**

             8.1        Successorsand Assigns.  This Agreement shallbe binding and inure to the benefit of the heirs, assigns, personalrepresentatives, guardians, custodians and successors-in-interest of theparties hereto and of the trustees and beneficiaries of any trust to whichSecurities have been transferred pursuant to this Agreement, the votingtrustees of any voting trust to which Securities are transferred and thetrustees of any other trust to which Securities are or have been transferred(each of the foregoing is herein called a “Successor”).

             8.2        InjunctiveRelief.  It is acknowledged that itwill be impossible to measure in money the damages that would be suffered ifthe parties fail to comply with any of the obligations imposed on them by thisAgreement and that, in the event of any such failure, an aggrieved Person willbe irreparably damaged and will not have an adequate remedy at law.  Any such Person shall, therefore, beentitled to injunctive relief and/or specific performance to enforce suchobligations, and if any action should be brought in equity to enforce any ofthe provisions of this Agreement, none of the parties hereto shall raise thedefense that there is an adequate remedy at law.

             8.3        FurtherAssurances.  Each party hereto shalldo and perform or cause to be done and performed all such further acts andthings and shall execute and deliver all such other agreements, certificates,instruments and documents as any other party hereto reasonably may request inorder to carry out the intent and accomplish the purposes of this Agreement andthe consummation of the transactions contemplated hereby.

             8.4        GoverningLaw.  This Agreement and the rightsand obligations of the parties hereunder shall be governed by, and construedand interpreted in accordance with, the laws of the State of New York, withoutgiving effect to the choice of law principles thereof.

             8.5        Arbitration.  Any dispute, controversy or claim arisingout of or relating to this Agreement or the Ancillary Documents shall beresolved by confidential binding arbitration in New York City, New Yorkconducted in accordance with  JAMS'Comprehensive Arbitration Rules and Procedures then in effect and shall besubmitted to arbitration with JAMS. Arbitration shall be initiated by written demand.  The determination of the arbitrator shall befinal and binding on the parties and not subject to further review.  Judgment upon the award rendered by the arbitratormay be entered in any court having jurisdiction thereof, and for purposes ofenforcing any award, the parties hereby consent to jurisdiction in any state orfederal court located within New York County. Each party shall bear its own attorneys’ fees and other costs of thearbitration, and shall pay on a pro rata basis the arbitrator’s fees andexpenses.  The arbitrator shall havediscretion to award reasonable attorneys’ fees and expenses and the costs of thearbitration, including the fees of the arbitrator, to the prevailing party onlyupon an express determination by the arbitrator that the losing party has actedin bad faith or in willful disregard of his or its obligations under thisAgreement.  The arbitrator shall have noauthority to award punitive damages. Notwithstanding anything to the contrary contained herein, theprovisions of this Section 8.5 shall not apply with regard to (i) any equitableremedies to which any party may be entitled hereunder, (ii) any fraud claims,or (iii) any disputes involving claims of third parties.

             8.6        EntireAgreement; Amendment; Waiver.  ThisAgreement and the other related agreements referred to herein or therein (i)contains the entire agreement among the parties hereto with respect to thesubject matter hereof, (ii) supersedes all prior written agreements andnegotiations and oral understandings, if any, with respect thereto, (iii) maynot be amended or supplemented except by an instrument or counterparts thereofin writing signed by each of the parties to this Agreement and (iv) may not bedischarged except by such written instrument or by performance.

             8.7        Severability.Whenever possible, each provision of this Agreement shall be interpreted insuch manner as to be effective and valid, but if any provision of thisAgreement is held to be invalid or unenforceable in any respect, suchinvalidity or unenforceability shall not render invalid or unenforceable anyother provision of this Agreement.

             8.8        Notice. All notices, requests,consents and other communications hereunder to any party shall be deemed to besufficient if contained in a written instrument delivered in person or sent bytelecopy, nationally recognized overnight courier or first class registered orcertified mail, return receipt requested, postage prepaid, addressed to suchparty at the address set forth below or such other address as may hereafter bedesignated in writing by such party to the other parties:

(i)          if to the Company, to:             TeraGlobal CommunicationsCorp.             9171Towne Centre Drive, 6th Floor             San Diego, CA  92122             Telecopy: (858) 404-5555             Attention: Chief ExecutiveOfficer

 (ii)        ifto WallerSutton, to:             WallerSutton 2000, L.P.             500 West Putnam Avenue             Greenwich, CT 06830             Telecopy: (203) 861-7515             Attention: Jack Woodruff

witha copy to:             Cadwalader, Wickersham &Taft             100 Maiden Lane             New York, New York  10038             Telecopy:  (212) 504-6666             Attention:  Jonathan M. Wainwright, Esq.

(iii)        if to a Shareholder, to the Shareholdersaddress as reflected on the books and records of the Company.  All such notices, requests, consents andother communications shall be deemed to have been given when received.

             8.9        Headings.  The headings and captions contained hereinare for convenience only and shall not control or affect the meaning orconstruction of any provision hereof.

             8.10      Counterparts. This Agreement may be executed in anynumber of counterparts, and each such counterpart hereof shall be deemed to bean original instrument, but all such counterparts together shall constitute butone agreement.

 

**             IN WITNESS WHEREOF,**thisAgreement has been executed by or on behalf of each of the parties hereto as ofthe date first above written.

 
  **TERAGLOBAL COMMUNICATIONS CORP.**        By:         Name:    Title:        **WALLERSUTTON 2000, L.P.**        **By: WALLERSUTTON 2000, L.L.C.**        By:/s/ HACK WOODRUFF        Jack Woodruff, Member        **SHAREHOLDERS**        /s/ ROBERT E. RANDALL      Robert E. Randall        /s/ JAMES A. MERCER III      James A. Mercer III        /s/ GRANT K. HOLCOMB      Grant K. Holcomb        /s/ PAUL COX      Paul Cox