<PAGE>

                                                                   Exhibit 10.12

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[ * ] = Information redacted pursuant to a confidential treatment request.  An
unredacted version of this exhibit has been filed separately with the
Commission.
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November 17, 2000

                          STRATEGIC ALLIANCE AGREEMENT

The terms contained herein, along with the attachments and exhibits constitute
an agreement ("Agreement") made this 17th day of November, 2000, (the "Effective
Date") between Riverstone Networks, Inc., a Delaware corporation with its
principal place of business at 5200 Great America Parkway, Santa Clara, CA
95054, U.S.A., and its subsidiaries (collectively "Riverstone") and Tellabs
Operations, Inc., a Delaware corporation, with its principal place of business
at 4951 Indiana Ave., Lisle, Illinois 60532 and its Affiliates (collectively
"Tellabs").


1.  DEFINITIONS:

1.1.  AFFILIATES shall mean an entity that directly or indirectly through one or
      more intermediaries, controls, or is controlled by, or is under common
      control with the Party specified.

1.2.  END USER shall mean the ultimate customer that purchases Products for its
      internal use, or for use in a network which provides services to others,
      from Tellabs or a Reseller.

1.3.  BUSINESS DAYS shall mean week days excluding the United States holidays of
      Martin Luther King Day, Presidents' Day, Memorial Day, Labor Day, Columbus
      Day and Thanksgiving Day and the days of January 1st, July 4th and
      December 25th when those days are on or are celebrated on weekdays.

1.4.  EXHIBITS to this Agreement are:

      Exhibit A    Products & Prices
      Exhibit B    Re-branding Specifications
      Exhibit C    Minimum Purchase Obligations
      Exhibit D    Technical Support Guidelines
      Exhibit E    Software License Terms
      Exhibit F    Initial Product Roadmap
      Exhibit G    Process for Modifications

1.5.  INTELLECTUAL PROPERTY RIGHTS shall mean all patents, copyrights,
      trademarks, trade secrets, mask works and other intellectual property
      rights relating to a Product.

1.6.  LICENSED SOFTWARE shall mean Riverstone software, together with related
      documentation and media that is supplied separately from a hardware
      Product.

1.7.  TELLABS BRANDS shall mean the trademarks, tradenames, brands or other
      product designations that are owned or licensed by Tellabs and under which
      Tellabs will resell Products.

1.8.  ORDERS shall mean purchase orders for Products submitted to Riverstone by
      Tellabs under the terms of this Agreement.

1.9.  PARTIES shall mean Riverstone and Tellabs.

1.10. PRODUCTS shall mean the re-branded Riverstone hardware products and
      Software that are listed on Exhibit A to this Agreement, and shall also
      include any enhancements thereto or replacements or functional equivalents
      thereof which are developed by Riverstone. Riverstone products other than
      the Products will be made available to Tellabs for sale under a separate
      reseller agreement.

1.11. PRODUCT SPECIFICATIONS shall mean Riverstone's published specifications
      for the Products current on the date Riverstone accepts Tellabs' Order and
      any additional specifications agreed to by the Parties in writing.

1.12. RESELLERS shall mean entities authorized by Tellabs to resell Products.

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1.13. RETURN MATERIAL AUTHORIZATION OR "RMA" shall have the meaning set forth
      in Section 8.3.2.

1.14. SOFTWARE shall mean Licensed Software and software (firmware)
      incorporated in hardware Products.

1.15. SOFTWARE UPGRADES shall mean new versions of Software with enhanced
      features or performance characteristics.

1.16. SOFTWARE UPDATES shall mean bug fixes, corrections or other modifications
      to Software which do not add enhanced features or performance
      characteristics.

1.17. TERRITORY - Unless otherwise specified or agreed by the Parties, the
      Territory is worldwide.

1.18. WARRANTY PERIOD - Unless otherwise agreed by the Parties, the Warranty
      Period shall be [ * ] from the date the Product is delivered to the End
      User.

2.  RELATIONSHIP:

2.1   APPOINTMENT - Riverstone appoints Tellabs as a non-exclusive reseller of
      the Products to be resold under Tellabs Brands to End Users and Resellers
      under the terms of this Agreement. The Products eligible for purchase and
      resale or license by Tellabs under this Agreement are listed on Exhibit A.

2.2   RELATIONSHIP REVIEWS - Riverstone and Tellabs will conduct reviews of
      their relationship and performance under this Agreement at least twice
      during each year following the Effective Date. These reviews will
      consider, among other things, new products, Product Specifications, and
      Tellabs' Product forecasts, purchases and payments under this Agreement.

3.  TELLABS RESPONSIBILITIES:

3.1.  Product Forecasts - On or before ninety (90) days after the Effective Date
      and during the first week of each calendar month thereafter, Tellabs shall
      provide Riverstone with a forecast of Tellabs' expected demand for each
      Product to be purchased and delivered during each month of the subsequent
      twelve (12) month period.

3.2   FIRM ORDERS - The Product forecasts for the first three (3) months of each
      twelve (12) month period shall constitute firm Orders for Products under
      this Agreement.

3.3   EXCESS INVENTORY - Tellabs agrees to purchase from Riverstone all
      inventory, including work-in-progress and finished goods, reasonably
      purchased by Riverstone pursuant to Tellabs firm Orders as defined in
      Section 3.2 which are held by Riverstone for at least [ * ] and which
      Riverstone has not been able to use in other products or which Riverstone
      does not reasonably foresee using in Tellabs's products within the next [
      * ]. Riverstone agrees to use reasonable efforts to use any excess
      inventory in its other products, including but not limited to the Products
      under this Agreement.

3.4   MINIMUM PURCHASE REQUIREMENTS - Subject to the terms of Exhibit F hereof,
      Tellabs agrees to purchase and shall submit Orders to meet the minimum
      Product purchase requirements for each quarter following the Effective
      Date, as reflected in Exhibit C to this Agreement, subject to Section 3.5
      below.

3.5   FAILURE TO MEET MINIMUM PURCHASE REQUIREMENTS - Subject to the terms of
      Exhibit F hereof, within thirty (30) days after the end of each quarter in
      which Tellabs fails to meet the minimum purchase requirement, Tellabs
      shall [ * ] during such quarter, with the following exceptions: (i) [ * ]
      will be due in the first quarter in which Tellabs fails to meet the
      minimum, if Tellabs exceeds the minimum volume commitment in the next
      quarter by [ * ]; (ii) if Tellabs exceeds the minimum purchases in any
      quarters, [ * ] can be applied to meet up to [ * ]; and (iii) if Tellabs
      misses the minimum volume commitment in a quarter [ * ] up to [ * ] may be
      [ * ]. "Actual purchases" shall mean all accepted Orders for shipment
      during the indicated quarter ( whether or not actually shipped by
      Riverstone). The penalties set forth in this Section 3.5 shall be
      Riverstone's sole remedies for Tellabs' failure to meet the minimum
      purchase commitments.

3.6.  GENERAL ROUTER OPPORTUNITIES - Tellabs agrees to first consider
      Riverstone's product line prior to considering other third party products
      in any situation in which Tellabs considers reselling or otherwise
      recommending to a customer for sale, a product with advanced routing
      features. In such situation, special consideration will be given to
      Riverstone unless Riverstone is unable to deliver a product capable of
      providing the required capabilities at the required price point.

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3.7.  MARKETING/DEVELOPMENT COMMITMENTS - Tellabs agrees to commit at least
      [ * ] to the marketing of the Products in [ * ]. Riverstone agrees to
      commit at least [ * ] to the development of CMTS Products for Tellabs in
      [ * ].

4.  PRODUCTS AND PRICING:

4.1   PRODUCTS - Products shall include any product introduced by Riverstone
      during any term of this Agreement that enhances or is the functional
      equivalent or replacement for any Product.

4.2   NEW PRODUCTS - New products may be added to Exhibit A and become Products
      by written agreement of the Parties, provided however that the Products
      referred to in Section 4.1 shall automatically be added to Exhibit A.

4.3   PRODUCT DEVELOPMENT - Except as otherwise provided in this Agreement,
      including but not limited to in the provisions of Exhibits F and G hereto,
      product development and manufacturing for the Products will be performed
      by Riverstone. In the event that Tellabs proposes new versions of line
      cards for the Products that Riverstone declines to develop, Tellabs will
      have the right [ * ]. Riverstone agrees that modifications requested by
      Tellabs may require software modifications, both in line card and in non-
      line card software. Riverstone will have the first right to perform the
      development of new Product line cards that are [ * ]. Tellabs will have
      the right to develop new line cards for installation into the Products,
      other than a [ * ], that are substantially based upon [ * ]. The parties
      will follow the procedures set forth in Exhibit G and will develop
      mutually agreed procedures that ensure that developments by Tellabs are
      adequately tested and integrated into the Products.

4.4   MANUFACTURING - Except as set forth herein or as otherwise expressly
      agreed, Riverstone will manufacture the Products. Tellabs will be entitled
      to manufacture line cards when it has [ * ]. Any line cards manufactured
      by Tellabs will require a license fee as well as the purchase of the
      backplane ASICs. Riverstone agrees to sell the backplane ASICs to Tellabs
      at [ * ]. The license fee will be agreed upon [ * ] of the Tellabs' net
      discounted selling price of the card. The license fees paid to Riverstone
      will not be included in the calculation of "actual purchases" pursuant to
      Sections 3.4 and 3.5. Riverstone will not be obligated to provide service
      or support for any line cards manufactured by Tellabs, other than Third
      Level Support for the backplane ASICs and related software provided by
      Riverstone.

4.5   WITHDRAWAL OF PRODUCTS - Riverstone shall have the right to cease
      production and withdraw any Product from Exhibit A, subject to the last
      sentence of this Section 4.5, provided Riverstone gives Tellabs a written
      "Product Withdrawal Notice" at least six (6) months prior to the effective
      date of the withdrawal. Tellabs may, within sixty (60) days after receipt
      of a Product Withdrawal Notice, submit a single, non-cancelable "Last Buy"
      Order for the affected Product prior to the Effective Date of the
      withdrawal. Riverstone shall not be obligated to accept any Last Buy Order
      which exceeds one hundred and fifty (150%) percent of the Product units
      that Tellabs ordered during the twelve (12) month period prior to the date
      of the relevant Product Withdrawal Notice. Riverstone agrees not to cease
      production of any Product as long as [ * ].

4.6   SOFTWARE AND FIRMWARE - All Licensed Software and Software incorporated in
      any Product shall not be sold but shall be provided to Tellabs and its
      customers subject to a use license. Tellabs may license Software Upgrades
      to Products for distribution to End Users upon payment of the applicable
      Software Upgrade license fee.

4.7   RE-BRANDING OF PRODUCTS - The re-branding specifications for each Product,
      including external color and markings are set forth in Exhibit B to this
      Agreement. No changes to the re-branding specifications shall be effective
      unless contained in a written amendment to this Agreement executed by
      authorized representatives of each Party. In full consideration for
      Tellabs' portion of the expenses to be incurred by Riverstone in
      satisfaction of the re-branding specifications set forth in Exhibit B,
      Tellabs shall make a nonrefundable payment of [ * ] to Riverstone within
      thirty (30) days of the execution of this Agreement.

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4.8   PRODUCT MODIFICATIONS - In the event Riverstone intends to modify a
      Product Specification affecting its form, fit, interoperability or
      function, subject to the last sentence of this section, Riverstone shall
      notify Tellabs of the modification in writing no later than six months (6)
      months prior to the effective date of the modification. Based upon
      information from Tellabs, Riverstone will make reasonable efforts to
      mitigate the impact of any modification on Tellabs, including
      consideration of changes to the modification and allowing Tellabs to make
      a final purchase of the unmodified Products, provided that Riverstone
      shall retain the sole right to make the final decisions whether to make
      such modification. Orders for any final purchase of unmodified Product
      shall be placed within sixty (60) days after the date of the notice. for
      delivery prior to the effective date of the modification. Riverstone
      agrees not to cease production of the unmodified version of any Product as
      long as [ * ].

4.9   PRICES - During the term of this Agreement, Tellabs may purchase Products
      at prices no greater than those described in Exhibit A to this Agreement.
      The prices set forth in Exhibit A shall at all times be [ * ]. All dollar
      amounts referred to in this Agreement are United States dollars.

4.10  PRICE CHANGES - Upon the written request of either Party, the Parties
      shall meet, within at least 60 days of the date of such notice, to
      consider and negotiate in good faith requested changes in Product prices.

4.11  PRICE DECREASES - In the event Riverstone determines to lower the price of
      a Product, the price decrease shall apply to all Products on order by
      Tellabs but not shipped as of the effective date of the decrease.
      Riverstone acknowledges that market pressures may require that Riverstone
      reduce its prices in order to make the selling price for the Products
      competitive.

4.12  PRICE TERMS - Prices for all Products are F.O.B. the shipping dock of the
      manufacturing facility at which the Products were produced or Riverstone's
      distribution facility, with Tellabs fully responsible for all costs of
      transportation, insurance, taxes, customs duties, landing, storage and
      handling fees, and documents or certificates required for exportation or
      importation.

4.13  QUALITY ASSURANCE AND FIRST ARTICLE INSPECTION - Products shall be
      manufactured by or for Riverstone in facilities that meet EN ISO 9001 or
      EN ISO 9002 standards. Riverstone will provide Tellabs, with up to 5 units
      of each Product ("First Articles") for inspection and testing to verify
      the Product's workmanship and conformance to its functional
      specifications. Within 90 days after its receipt of each First Article,
      Tellabs shall either: (i) provide Riverstone written notice of approval
      for volume shipment; or (ii) return the First Articles and provide
      Riverstone with a detailed failure report. In the event of a failure,
      Riverstone will use commercially reasonable effort to correct any problems
      found and provide the Tellabs with an upgraded First Articles for
      inspection and testing pursuant to this Section. After Tellabs has
      approved volume shipment, any Product failure shall be dealt with pursuant
      to the terms of Article 8 of this Agreement. [ * ]

5.  ORDERING & SHIPMENT:

5.1   PURCHASE ORDERS - All Product Orders from Tellabs shall be dated and
      reference the contract number of this Agreement. No additional or
      different terms on the face or reverse side of any purchase order, or in
      any written communications from Tellabs shall supercede or amend the terms
      of this Agreement, unless such terms are agreed upon in advance, set forth
      in writing and signed by an authorized representative of each Party.

5.2   ISSUANCE AND ACCEPTANCE - Each Order shall contain: (i) a complete list of
      the Products to be purchased specifying quantity, type, description and
      price; (ii) shipment and delivery instructions; and (iii) any special
      terms and conditions agreed to in writing by the Parties. Riverstone
      agrees to receive Orders placed by Tellabs via electronic document
      transfer, facsimile, or hard copy only. Verbal or telephone orders must be
      followed promptly by one of the transmission means described above. All
      Orders are subject to acceptance by Riverstone, and Riverstone may reject
      Orders in its reasonable discretion, provided however that (i) firm Orders
      are deemed automatically accepted by Riverstone and Riverstone shall not
      have the discretion to reject a firm Order given pursuant to the Tellabs
      forecast, subject to subsection (ii) hereof; and (ii) increases to firm
      Orders placed by Tellabs, whether in a forecast or not, are subject to
      acceptance by Riverstone. Notwithstanding the foregoing,

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      Riverstone shall not be obligated to accept more than $2 million of
      Products from the first three (3) months of the first forecast received
      from Tellabs after the Effective Date.

5.3   RIGHT TO RESCHEDULE - Tellabs may reschedule the date of the shipment of
      any Order once without penalty provided that Riverstone receives written
      notice at least thirty (30) days prior to the scheduled shipment date
      requesting shipment on a date within ninety (90) days after the original
      shipment date.

5.4   DELIVERY SCHEDULE - Riverstone will deliver all Products in accordance
      with the Product delivery date specified in the Tellabs' Order as accepted
      by Riverstone, provided that Riverstone reserves the right, at its sole
      discretion, to make partial shipments. When Products or component parts
      are in short supply, or on an industry wide allocation, Riverstone will
      allocate its available inventory and make deliveries on an equitable basis
      that takes into account Tellabs' expected contribution to Riverstone's
      revenue. Provided that the allocation complies with the foregoing standard
      then the allocation shall be made without liability to Tellabs on account
      of the method of allocation chosen or its implementation. Tellabs shall be
      relieved of any obligation to purchase Products or to pay penalties to the
      extent of any such allocation.

5.5.  QUANTITIES - Products must be ordered for shipment in quantities no less
      than those shown on Exhibit A to this Agreement.

5.6.  NO RIGHT OF RETURN - Tellabs shall have no right to return except as
      provided in Section 8 and Riverstone shall have no obligation to
      repurchase Products sold under this Agreement.

5.7.  CARRIER & RISK OF LOSS - Products will be shipped by the carrier
      designated in writing by Tellabs. In the absence of specific shipping
      instructions from Tellabs, Riverstone may designate the carrier. In no
      event, however, shall Riverstone be liable for the shipment, nor shall the
      carrier be deemed to be an agent or representative of Riverstone. Title to
      Products and risk of loss shall pass to Tellabs upon Riverstone's delivery
      to the designated carrier.

5.8.  PACKING - Products shipped by Riverstone will be packed and packaged
      according to Riverstone's then current packaging methods. Special
      packaging or packing requirements shall be quoted by Riverstone and
      mutually agreed to in advance.

6.  SOFTWARE LICENSE TERMS:

6.1   LICENSE GRANT - Riverstone hereby grants Tellabs a nontransferable (except
      to End Users in compliance with the terms hereof), nonexclusive license to
      use and distribute Software solely for use by End Users in and in
      connection with their use of Products.

6.2   PROTECTION OF SOFTWARE - Tellabs agrees not to modify, decompile or
      disassemble Software except as expressly permitted by applicable law or
      the terms of this Agreement and agrees not to lend, rent, lease,
      sublicense, or otherwise transfer Software in any form to any person
      except in accordance with this Agreement. Tellabs will use its best
      efforts to protect Software and any copies or portions thereof from
      unauthorized reproduction, publication, disclosure or distribution.

6.3   DISTRIBUTION OF SOFTWARE PRODUCT - Licensed Software may only be
      distributed subject to appropriate End-User software license terms and
      conditions. Tellabs shall distribute and shall use all commercially
      reasonable efforts to require Resellers to distribute Software pursuant to
      a license agreement substantially in the form of the Exhibit E with every
      copy of Licensed Sofware distributed under this Agreement.

7  PAYMENT:

7.1   PAYMENT TERMS - Riverstone's payment terms are net thirty (30) days from
      the date of Riverstone's invoice, but in no event earlier than 20 days
      after Tellabs actual receipt of the Products. Invoices may not be sent any
      earlier than the date of shipment. Tellabs shall promptly pay all invoices
      and amounts due and maintain satisfactory credit arrangements with
      Riverstone. All payments shall be made in United States dollars.

7.2   DELINQUENCY - If Tellabs is delinquent in payment, Riverstone may refuse
      to accept any new Orders, or may cancel or delay shipment on existing
      Orders. Riverstone may also rescind Tellabs' credit terms and demand
      payment on either a pre-paid or

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      delivery basis. Unless there is a legitimate dispute concerning an
      invoice, interest will accrue on delinquent amounts at the lesser of the
      maximum rate permitted by law or one and one half percent (1 1/2 %) per
      month from the due date.

8   WARRANTY TERMS:

8.1   PRODUCT WARRANTY - Riverstone warrants that Products purchased under this
      TellabsAgreement will conform to the Product Specifications applicable as
      of the date of Tellabs' Order throughout the Warranty Period.

8.2   REPAIR OR REPLACEMENT - Riverstone shall use commercially reasonable
      efforts to, at its option, repair, replace or issue a credit equal to the
      purchase price for Products that fail to meet the applicable Product
      Specifications during the Warranty Period.

8.3   RETURN, REPAIR OR REPLACEMENT PROCEDURES -  Products shall be returned for
      repair or replacement as follows:

      8.3.1  Tellabs shall pay all transportation charges for Products returned
             to Riverstone under these product warranty terms. Riverstone will
             pay all transportation charges back to the Tellabs or End User. In
             the event that no warranty repair or replacement is required,
             Riverstone reserves the right to charge Tellabs for the
             transportation incurred by Riverstone in returning the Product.

      8.3.2  The return of all Products shall be controlled under a Return
             Material Authorization ("RMA") system maintained by Riverstone.
             Tellabs must obtain an RMA-number prior to returning any Products
             to Riverstone and supply Riverstone with the following information:
             (a) End User identification; (b) Product serial number; and (c)
             information relating to the failure, including system setup and
             other failure details.

      8.3.3  Returned Products must be packaged and shipped to Riverstone using
             packing materials sufficient to prevent either accidental opening
             of the carton or damage to the Product resulting from normal
             handling during shipment. Tellabs is responsible for shipping
             charges. Riverstone will pay shipping costs and bear the risk of
             loss of returning repaired or replaced Products to Tellabs.

      8.3.4  If it is not possible to repair or rework the returned Products
             within fifteen (15) Business Days, a replacement Product will be
             shipped to Tellabs without cost. If reasonably requested by Tellabs
             or its customers, Riverstone will provide repair reports for
             repaired or reworked Products.

8.4   EPIDEMIC FAILURE: In the event that 5% or more of the shipments received
      by Tellabs during any 30 day period are defective, an Epidemic Failure
      situation will be deemed to exist. In such case, at Tellabs' option,
      Riverstone will be obligated to replace 100% of that shipment and will
      bear all costs associated with the field replacement of such units.

8.5   WARRANTY DISCLAIMER - EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO OTHER
      WARRANTY, EXPRESS OR IMPLIED SHALL APPLY. RIVERSTONE SPECIFICALLY
      DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
      PARTICULAR PURPOSE.

      Tellabs will notify all End Users and Resellers of the disclaimer of
      implied warranties of merchantability and fitness for a particular purpose
      and shall include such notice in all of Tellabs' agreements with End Users
      and Resellers.

9.  SERVICE

9.1   END USER SUPPORT - Tellabs shall provide all first and second level End
      User customer support for Products, as defined below, in the same manner
      Tellabs provides similar support for other products. Riverstone will
      provide third level support, according to the Technical Support Guidelines
      set forth in Exhibit D to this Agreement, solely to Tellabs's designated
      engineering personnel who are trained in the technical operation of the
      Product . As used herein: (i) First Level Support shall mean the provision
      of general product information, configuration support, collection of
      technical problem identification information and screening of

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      customer support requests; (ii) Second Level Support shall mean First
      Level Support plus problem isolation, defect determination and module or
      Product replacement, lab simulation, interoperability testing and action
      plan definition; and (iii) Third Level Support shall mean back-up
      technical support by telephone and, where appropriate, the provision of
      hardware and software "bug fixes" and work-arounds. Third Level Support
      shall include visits to customer sites for problems which cannot be
      resolved remotely.

9.2   TELLABS' EFFORTS - Tellabs shall use its best effort to resolve End User
      support problem without Riverstone's assistance and insure that all
      Product problems and technical inquiries are reported in a standard
      format. Tellabs shall cooperate with Riverstone in identification of "bug
      fixes" and work-arounds and the provision of Third Level Support.

9.3   TECHNICAL INFORMATION AND TRAINING - Riverstone will provide the initial
      technical training set forth in Exhibit A [ * ]. In addition, Riverstone
      will provide technical information and training with regard to each new
      Product or Product modification to allow Tellabs to provide Level One and
      Level Two Support. Unless otherwise agreed by the Parties, all training
      shall take place at Riverstone's facility in Santa Clara, California.
      Prices for training are set forth in Exhibit A. All costs and expenses of
      Tellabs personnel in attending Riverstone training shall be borne by
      Tellabs.

9.4   ADDITIONAL SUPPORT - Riverstone may agree to provide Tellabs with
      additional maintenance services and support pursuant to a separate
      agreement between the Parties.

9.5   NON-WARRANTY REPAIR - Non-warranty repair services for Products will be
      provided by Riverstone at a designated Riverstone facility at the prices
      set forth on Exhibit A under Riverstone's then standard terms and
      conditions. Tellabs shall also be responsible for all associated freight
      and insurance charges.

9.6   POST WARRANTY SERVICE AGREEMENTS - At Tellabss request, Riverstone may
      agree to offer post-warranty service agreements for Products to End Users
      on terms and conditions comparable to those in service agreements
      Riverstone provides on comparable Riverstone branded products. These
      agreements typically provide for hardware maintenance and Software Updates
      and Software Upgrades.

9.7   SOFTWARE UPGRADES AND SOFTWARE UPDATES - Riverstone will provide Tellabs
      with Third Level Support and all Software Updates and Software Upgrades
      issued for Products during the term hereoffor distribution to End Users
      who purchased Products during that period. Software Updates will be
      provided [ * ]. Software Upgrades will be deemed to be Products and will
      be ordered at the prices set forth on Exhibit A when and as ordered by the
      End Users.

10. INTELLECTUAL PROPERTY:

10.1  OWNERSHIP - Except as expressly stated elsewhere in this Agreement,
      nothing in this Agreement shall grant either party a license to use or any
      other right, title or interest in any Intellectual Property Rights of the
      other Party, and all such Intellectual Property Rights shall remain the
      exclusive property of such Party or its licensors. Each Party acknowledges
      that its unauthorized use or assertion of ownership of any Intellectual
      Property Right of the other Party will cause such Party or its Affiliates
      immediate and irreparable harm and shall entitle such Party or its
      Affiliates to obtain injunctive relief. Ownership of and rights to use
      modifications to the Products will be as set forth in this Agreement,
      including but not limited to in Exhibit G hereto.

11. DURATION AND TERMINATION:

11.1  TERM - The initial term of this Tellabs Agreement shall be begin on the
      Effective Date and shall end on December 31, 2003 unless earlier
      terminated pursuant to the terms of this Agreement. This Agreement shall
      automatically renew for additional one (1) year periods upon the same
      terms and conditions as set forth herein unless, within not less than
      thirty (30) days prior to the expiration of the then current term, either
      Party should notify the other of its intent not to so renew, provided
      however that Riverstone will not be entitled to elect not to renew the
      Agreement term from January 1, 2004 through December 31, 2004 if Tellabs
      has [ * ] during the twelve (12) month period beginning on November 1,
      2002 and ending on October 31, 2003,

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      and Riverstone will not be entitled to elect not to renew the Agreement
      term from January 1, 2005 through December 31, 2005 if Tellabs has [ * ]
      during the twelve (12) month period beginning on November 1, 2003 and
      ending on October 31, 2004.

11.2  TERMINATION FOR CAUSE--This Agreement may be terminated upon the
      occurrence of any of the following events: (i) by Riverstone, immediately
      upon written notice, should Tellabs fail to pay any undisputed sums due
      hereunder within ten (10) days of the due date thereof, or within five (5)
      Business Days of receiving notice from Riverstone that the payment is
      overdue, whichever is later; or (ii) by either Party should the other
      Party commit a material breach of any obligation under this Agreement and
      fail to cure such material breach within thirty (30) days after written
      notice to the defaulting party (hereinafter the "Default Notice"); or
      (iii) by either party, immediately, upon the insolvency of the other
      party, the appointment of a liquidator, receiver, administrative receiver
      or administrator. The failure by Tellabs to purchase the minimum
      quantities set forth in Section 3.4 shall not be deemed to be a material
      breach if Tellabs complies with the provisions of Section 3.5 by paying
      the applicable penalties set forth therein.

11.3  EFFECTS OF TERMINATION - Upon any termination of this Agreement prior to
      its expiration at the end of the term or any extension thereof due to
      Riverstone's breach, Tellabs shall: (i) refrain from submitting additional
      Product Orders; (ii) promptly pay for any Products which Tellabs has
      ordered and which have been delivered but which have not yet been paid;
      and (iii) require Riverstone, at Tellabs' sole discretion, to repurchase
      at the invoice price all or any portion of the Products in Tellabs'
      inventory. Tellabs shall pay all shipping charges for Products returned.

      Upon any termination of this Agreement due to Tellabs breach, Tellabs
      shall: (i) refrain from submitting additional Product Orders; (ii)
      promptly pay for any Products which TELLABS has ordered and which have
      been delivered but which have not yet been paid; and (iii) allow
      Riverstone, at Riverstone's sole discretion, to repurchase all or any
      portion of the Products in Tellabs' inventory at the invoice price.
      Tellabs shall pay all shipping charges for Products returned.

      Upon expiration of this Agreement at the end of its term or any extension
      thereof as set forth in Section 11.1, Tellabs shall: (i) refrain from
      submitting additional Product Orders; and (ii) promptly pay for any
      Products which Tellabs has ordered and which have been delivered but which
      have not yet been paid.

11.4  POST-TERMINATION SUPPORT - The termination or expiration of this Agreement
      shall not relieve Riverstone of its Warranty obligations under Article 8
      of this Agreement with regard to Products sold by Tellabs to End Users
      prior to the date of termination, and Riverstone shall continue to provide
      the technical support described Article 9 of this Agreement for one (1)
      year following the date of termination.

11.5  TERMINATION AFTER CHANGE IN CONTROL - In the event of a sale of
      substantially all of the stock or assets of Riverstone or an applicable
      major division, unit or subsidiary of Riverstone ("Change in Control"),
      the following rights will apply:

      11.5.1  If the Change in Control is to [ * ] Tellabs will have the right,
              exercisable no earlier than ninety (90) days and no later than one
              hundred and twenty (120) days after the closing of the Change in
              Control, to terminate this Agreement and to exercise the rights
              set forth in Section 11.5.3 below for a period of one year from
              the date of termination of the Agreement.

      11.5.2  In the event of any other Change in Control, if there is a
              material breach of the Agreement by Riverstone or its successor or
              assignee after the Change in Control, Tellabs may elect to
              terminate the Agreement for cause pursuant to Section 11.2 and to
              also exercise the rights set forth in Section 11.5.3 below for a
              period of one year from the date of termination of the Agreement.

      11.5.3  In the circumstances described in Sections 11.5.2 and 11.5.3
              above, Tellabs shall have the right to place orders for Products
              as such products exist as of the date of termination on the entity
              that has manufactured such products for Riverstone.
              Notwithstanding any other provision of this Agreement,

                                     Page 8
<PAGE>

              Riverstone shall not be required to provide any service or support
              with regard to Products purchased by Tellabs from the manufacturer
              pursuant to this Section 11.5.3.

      11.5.4  Nothing in this Article 11 relating to the post-termination
              obligations of the parties shall limit the remedies that either
              Party may have in law or in equity.


12.  CONFIDENTIAL AND PROPRIETARY  INFORMATION:

12.1  DISCLOSURE OF INFORMATION - It is expected that Riverstone and Tellabs may
      each disclose to the other proprietary or confidential information. For
      purposes of the following, the Party disclosing the Confidential
      Information is the "Discloser" and the Party receiving the Confidential
      Information is the "Recipient".

12.2  CONFIDENTIAL INFORMATION_- "Confidential Information" shall mean any and
      all information of the Discloser that is not generally known by others
      with whom it competes or does business, and any and all information,
      publicly known in whole or in part or not, which, if disclosed would
      assist in competition against Discloser. Confidential Information includes
      without limitation such information relating to: (i) the technical
      specifications of the Products; (ii) the development, research, testing,
      marketing and financial activities of the Discloser; (iii) the identity
      and special needs of the customers or suppliers of the Discloser; and (iv)
      the people and organizations with whom the Discloser has business
      relationships and those relationships.

12.3  OWNERSHIP AND NON-DISCLOSURE - All Confidential Information acquired by
      Recipient or its employees or agents shall remain Discloser's exclusive
      property, and Recipient shall use its best efforts (which in any event
      shall not be less than the efforts Recipient takes to ensure the
      confidentiality of its own proprietary and other confidential information)
      to keep, and have its employees and agents keep, any and all such
      information and data confidential, and shall not copy or publish or
      disclose it to others, or authorize its employees, or agents or anyone
      else to copy, publish, or disclose it to others, without Discloser's prior
      written approval, and shall return such information and data to Discloser
      at its request. Recipient shall only use any Confidential Information in
      connection with its performance under this Agreement.

12.4  EXCEPTION - The confidentiality provisions in this Section will not apply
      to information which is or which becomes generally known to the public by
      publication or by any means other than a breach of duty on the part of the
      Recipient hereunder or is released by Discloser without restriction or is
      released pursuant to judicial or governmental decree.

12.5  POST TERMINATION - Except to the extent necessary to fulfill ongoing
      product support obligations or to exercise any rights granted hereunder
      which survive termination or as otherwise provided herein, upon
      termination or expiration, (i) Tellabs shall deliver to Riverstone all
      material furnished by Riverstone which is deemed confidential hereunder
      and shall not retain copies of the same, and (ii) Riverstone shall deliver
      to Tellabs all material furnished by Tellabs, which is deemed confidential
      hereunder and shall not retain copies of the same.

13. INTELLECTUAL PROPERTY CLAIMS:

13.1  INDEMNIFICATION BY RIVERSTONE - Riverstone shall defend, at Riverstone's
      expense, any claim brought against Tellabs, its Resellers or End Users (a
      "Claim Defendant") alleging that any Riverstone Product acquired or
      licensed under this Agreement (or the underlying technology) infringes a
      patent, copyright, trade secret, mask work right or any other intellectual
      property right (hereinafter a "Claim"). Riverstone shall pay all costs and
      damages awarded or agreed to in settlement, provided that the Claim
      Defendant gave Riverstone prompt written notice of the Claim, reasonable
      assistance and sole authority to defend or settle the Claim. Riverstone
      shall obtain for the Claim Defendant, the right to continue using the
      Product, or replace or modify the Product so it becomes non-infringing. If
      the remedies set forth in the preceding sentence are not reasonably
      available, Riverstone shall grant Tellabs a credit for the Product

                                     Page 9
<PAGE>

      normally depreciated and have Tellabs return the Product to Riverstone.
      Riverstone shall not have any liability if the alleged infringement is
      based upon the use, license or sale of the Product in combination with
      other products, including software not furnished by Riverstone if the use,
      license or sale of the Product alone would not have constituted an
      infringement. This is Riverstone's entire liability and Tellabs exclusive
      remedy for intellectual property Claims.

13.2  REPRESENTATION AND INDEMNIFICATION BY TELLABS - Tellabs represents and
      warrants that it is the owner or licensee of all Tellabs Brands and agrees
      that Riverstone shall have no responsibility for the protection or
      maintenance of Tellabs' rights in Tellabs Brands, provided that Riverstone
      has used the Tellabs Brands only in strict compliance with the terms of
      this Agreement. Tellabs shall hold Riverstone harmless from and defend, at
      Tellabs' expense, any claim brought against Riverstone alleging that any
      Tellabs Brand infringes the trademark, trade name or any other
      intellectual property right of a third party (a "Brand Claim") provided
      that Riverstone's use of the Tellabs Brands was in strict conformity with
      the terms of this AGREEMENTS. Tellabs shall pay all costs and damages
      awarded or agreed to in settlement, provided that the Riverstone gave
      Tellabs prompt written notice of the Brand Claim, reasonable assistance
      and sole authority to defend or settle the Brand Claim. Riverstone shall
      not be entitled to use or distribute the Tellabs Brands or any product
      bearing any of the Tellabs Brands except to Tellabs.

14.  LIMITATION OF LIABILITY:

14.1  LIMITATION OF LIABILITY - IN NO EVENT SHALL EITHER PARTY OR ITS
      AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES BE LIABLE TO THE
      OTHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES
      FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
      LIMITATION, LOSS OF DATA OR PROFITS OR ATTORNEY'S FEES, WHETHER CLAIMED BY
      REASON OF BREACH OF WARRANTY, IN TORT OR OTHERWISE, AND WITHOUT REGARD TO
      THE FORM OF ACTION IN WHICH SUCH CLAIM IS MADE.

15.  DISPUTE RESOLUTION:

15.1  CONSULTATION AND REVIEW - The Parties shall make good faith efforts to
      resolve all disputes arising under this Agreement through consultations.
      If consultations are unsuccessful in resolving any dispute, either Party
      may request a senior management review. Within ten (10) Business Days of
      any such request, designated vice presidents of Riverstone and Tellabs
      will meet in a mutually acceptable fashion to exchange relevant
      information and attempt to resolve the dispute.

16.  GENERAL TERMS:

16.1  COMMERCIAL USE- Riverstone shall not be responsible for any damages caused
      by the use of Products in critical safety systems or nuclear facilities.

16.2  IMPORT AND EXPORT - Certain Products may be subject to export or import
      control laws and regulations of the U.S. government and other governments.
      Both Parties agree that they and their respective Resellers will comply
      with those regulations at their expense whenever they export or re-export
      controlled products or technical data obtained from the other Party or any
      product produced directly from the controlled technical data. Each Party
      shall hold harmless and indemnify the other Party from any damages,
      including attorneys''' fees, and any government sanctions resulting to the
      other Party from a breach of this Section.

16.3  UNITED STATES GOVERNMENT RESTRICTED RIGHTS - All Software shall be
      licensed to End Users which are US governmental entities will be subject
      to the following: "The enclosed Product (a) was developed solely at
      private expense; (b) contains "restricted computer software" submitted
      with restricted rights in accordance with section 52.227-19 (a) through
      (d) of the Commercial Computer Software-Restricted Rights Clause and its
      successors, and (c) in all respects is proprietary data belonging to
      Riverstone and/or its suppliers. For Department of Defense units, the
      Product is considered commercial computer software in accordance with
      DFARS section 227.7202-3 and its successors, and use, duplication, or
      disclosure by the government is subject to restrictions set forth herein."

                                    Page 10
<PAGE>

16.4  ASSIGNMENT - This Agreement is not assignable or transferable in whole or
      in part by either party without the prior written consent of the other
      party, provided however that either Party may assign this Agreement
      without the other Party's consent, to any Affiliate, including a foreign
      sales corporation, or to any person or entity which acquires substantially
      all of the stock of such Party or the assets of such Party, or any
      applicable major division, unit, or subsidiary of such Party, provided the
      assignee agrees in writing to be bound by all of the terms and conditions
      hereof. Either Party may subcontract its obligations under this Agreement
      provided that such Party shall remain ultimately liable for the
      performance of subcontractor.

16.5  CONFIDENTIALITY OF AGREEMENT - The Parties acknowledge and agree that the
      terms of this Agreement are confidential, and may not be provided or
      disclosed to third parties without the other Party's consent.

16.6  WAIVER AND SEVERABILITY - A Party's failure to enforce any provision of
      this Agreement shall not be deemed a waiver of that or any other provision
      of this Agreement. If any provision of this Agreement has been declared
      illegal, invalid or unenforceable, the provision shall be construed to be
      enforceable to the maximum extent permitted and, if not, shall be deemed
      deleted from this Agreement, provided that if such construction or
      deletion substantially alters the commercial basis of this Agreement, the
      Parties shall negotiate in good faith to amend the provisions of this
      Agreement to give effect to their original intent.

16.7  FORCE MAJEURE - Except in the case of the failure to pay any amounts due
      hereunder, neither Party shall be liable for any damages or penalties for
      delay in delivery nor for failure to give notice when such delay is due to
      the elements, acts of God, acts of the other Party, acts of civil or
      military authority, fires, or floods, epidemics, quarantine restrictions,
      war, riots, strikes, lockouts or other labor disputeswhich are beyond the
      reasonable control of the delayed Party. The delivery date shall be
      considered extended by a period of time equal to the time lost because of
      any delay that is excusable under this provision.

16.8  SURVIVAL - Appropriate provisions of this Agreement, including but not
      limited to the following to the extent appropriate, shall survive the
      expiration or termination of this Agreement: Definitions; Ordering and
      Shipment; Software Terms; Payment; Warranty Terms; Intellectual Property;
      Duration and Termination; Confidential and Proprietary Information;
      Limitation of Liability; Import and Export; Confidentiality of Agreement,
      Waiver and Severability and Laws. 16.9

16.9  LAWS -This Agreement shall be governed by the laws of the State of New
      York, U.S.A., regardless of the laws that might otherwise govern under
      applicable conflicts and choice of laws principles. Any Action against
      either Party must be brought within twelve (12) months after the cause of
      action arises.

16.10 RELATIONSHIP OF THE PARTIES - Except as expressly provided in this
      Agreement, neither Party shall, or will hold itself out as, the
      representative, agent, commission-sales agent, franchisee or employee of
      the other for any purpose. This Agreement creates no relationship of joint
      venture, franchise or partnership, and neither Party has any right or
      authority to assume or to create any obligation or responsibility on
      behalf of the other Party. All agreements relating to the sale of the
      Products and Services provided by Tellabs to its customers are Tellabs'
      exclusive responsibility. Each Party shall indemnify against and hold the
      other Party harmless from, any and all claims, damages or legal
      proceedings and associated costs of whatever nature, relating to the
      performance by such Party of this Agreement arising out of the acts or
      omissions of such Party, its employees, servants, Resellers or agents.

16.11 ENTIRE AGREEMENT - This Agreement, its Exhibits and attachments, including
      all documents which are incorporated by reference, constitute the entire
      and only understanding between the Parties. Unless otherwise provided
      herein, no modifications to this Agreement shall be binding on either
      Party unless made in writing and signed by duly authorized representatives
      of both Parties. In the

                                    Page 11
<PAGE>

      event of any conflict between this Agreement, and any Addendum, Exhibits,
      or other attachments, the terms of this Agreement shall govern, unless the
      Addendum, Exhibit or attachment specifically states that it is being
      entered into notwithstanding a contrary term elsewhere, in which case the
      Addendum, Exhibit or attachment shall govern.

16.12 THIRD-PARTY FINANCING - In the event Tellabs obtains financing in any form
      whatsoever for the purchase of Products under this Agreement and there is
      a conflict between the provisions of any such financing agreement and this
      Agreement, the terms of this Agreement (other than Payment) shall govern.

16.13 NOTICES - Where electronic communication is available, Riverstone and
      Tellabs may communicate with each other by electronic means. Riverstone
      and Tellabs agree that when electronic communications are used, they are
      the equivalent of written and signed documents except for Notices given
      under this Agreement which if transmitted electronically, shall also be
      sent via facsimile transmission (with a copy by U.S. mail or overnight
      courier (signature required)). Notices shall be deemed effective upon
      receipt or refusal to accept delivery. All such notices shall be in
      English, shall reference this Agreement and shall be addressed as follows:

      If to Riverstone:
      Riverstone Networks, Inc.
      5200 Great America Parkway
      Santa Clara, CA 95054 USA
      Attention: Chief Financial Officer
      Facsimile Number:  (408) 878-6501
      With a copy to:
      Riverstone Networks, Inc.
      5200 Great America Parkway
      Santa Clara, CA  95054 USA

      Attention:  Manager, Legal Department
      Facsimile Number: (408) 878-6501

      If to TELLABS:
      Tellabs Operations, Inc. 4951 Indiana Avenue, Lisle, Il 60532
      Attention:  General Counsel
      Facsimile Number: 630 512 7293
      With a copy to:
      Sr. Vice President and General Manager Broadband Access Group



IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives.

Riverstone Networks, Inc.                TELLABS OPERATIONS, Inc.

By:   /s/ Romulus S. Pereira             By:   /s/ Brian J. Jackman
      --------------------------------         ------------------------------
Name: Romulus S. Pereira                 Name: Brian J. Jackman
      --------------------------------         ------------------------------
Title: CEO                               Title: President
      --------------------------------         ------------------------------
Date: 11/17/00                           Date: November 17, 2000
      --------------------------------         ------------------------------

                                    Page 12
<PAGE>

[Confidential Treatment]

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                             Tellabs/Riverstone Price List (Exhibit A)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 First Article
                                                                                        Standard    & Lab
Tellabs         Tellabs        Riverstone                                               Transfer   Equipment   Riverstone   Minimum
Module #       Ordering #       Part #    Rev.  Description                              Price      Price      List Price   Quantity
-----------------------------------------------------------------------------------------------------------------------------------
                                                 RS 8000 and RS8600 Common Control
-----------------------------------------------------------------------------------------------------------------------------------
<C>            <C>             <C>              <S>                                     <C>         <C>          <C>       <C>
81.ABCD         77.ABCD         G86-CHS         "RS 8600. 16 slot base system,
                                                including chassis, switch fabric module,
                                                backplane and modular fan."             [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G80-CHS         "RS 8000. 8 slot base system,
                                                including chassis, backplane and
                                                modular fan"                            [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G86-PAC         AC Power Supply for the RS 8600.        [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G86-PDC         DC Power Supply Module for the RS 8600  [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G80-PAC         AC Power Supply Module for the RS 8000  [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G80-PDC         DC Power Supply Module for the RS 8000  [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-CM2-128     RS 8x00 Control Module 2 with
                                                128 MB memory                           [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-CM3-256     RS 8600 Control Module 3 with
                                                256 MB memory                           [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G86-SWF         RS 8600 Switch fabric module.
                                                One module ships with the base
                                                system (RS-16). Order only if second
                                                is required for redundancy.             [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G86-FAN         RS 8600 Fan Tray Module
                                                (Field Replacement Unit)                [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G80-FAN         RS 8000 fan tray module.
                                                (Field Replacement Unit)                [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 13
<PAGE>

[Confidential Treatment]

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                 RS 8000 and 8600 Ethernet Modules
-----------------------------------------------------------------------------------------------------------------------------------
<C>            <C>             <C>              <S>                                     <C>         <C>          <C>       <C>
                                G8M-GLHB8-02    2-Port 1000 Base-LLX (Long Haul)
                                                Module via SC connector with
                                                16MB Memory (70KM); Build to order.     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-GLXB9-02    2-Port 1000 Base-LX Module via
                                                SC connector with 16 MB Memory          [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-GSXB1-02    2-Port 1000 Base-SX Module via
                                                SC connectors with 16 MB Memory         [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-GTXB2-02    2-Port 1000 Base-T Module via
                                                Category 5 RJ-45 with 16 MB Memory      [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-HFXA1-08    "8 port 100 Base-FX module, MMF
                                                SC ports, and 16 MB of memory
                                                (supporting up to 2,000,000 flows
                                                per RS system)."                        [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-HTXA2-08    "8 port 10/100 Base-TX module,
                                                Cat 5 RJ-45 ports, and 16 MB of
                                                memory (supporting up to 2,000,000
                                                flows per RS system)."                  [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-HTXB2-16    16-Port 10/100 TX Module via
                                                Cat 5 RJ-45 with 16 MB Memory           [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 14
<PAGE>

[Confidential Treatment]

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                RS 8000 and 8600 WAN Modules
-----------------------------------------------------------------------------------------------------------------------------------
<C>            <C>             <C>              <S>                                     <C>         <C>          <C>       <C>
                                G8M-HSIAC-02    2 port HSSI module                      [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-SECAC-04    4 port Serial module with compression   [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-SCEAC-04    4 port Serial module with compression
                                                and encryption.                         [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-DE1BM-04    "2-slot Multirate WAN Module for
                                                RS 8x00, requires WICs to support
                                                different interface rate (max of
                                                2 per card). Support 4 DS1 with
                                                2 WICT1-12"                             [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                WICT1-12        2 ports T1 WAN Interface card           [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-CT3BB-02    2-port channelized T3 line card
                                                for RS 8x00                             [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-A03BM-02    2 port ATM base module; requires
                                                Physical Modules for connectivity
                                                (2 per base module)                     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                AIC-67          1 port DS-3/T3 Physical Module (Coax)   [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                AIC-77          1 port E-3 Physical Module (Coax)       [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                AIC-21          1 port OC-3c MMF Physical Module;
                                                SC connector                            [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                AIC-29IR        1 port OC-3c SMF-IR Physical Module;
                                                SC connector                            [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-P03B1-04    4 port OC-3c/STM-1 Packet over
                                                SONET/SDH MMF module; MT-RJ connectors  [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-P03B9-04    4 port OC-3c/STM-1 Packet over
                                                SONET/SDH SMF-IR module;
                                                MT-RJ connectors                        [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-P12B1-02    2 port OC-12c/STM-4 Packet over
                                                SONET/SDH MMF module; SC connectors     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-P12B9-02    2 port OC-12c/STM-4 Packet over
                                                SONET/SDH SMF-IR module; SC connectors  [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                "G8M-A12B1-02"  1 + 1  OC-12c/STM-4 ATM MMF module      [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-A12B9-02    1 + 1  OC-12c/STM-4 ATM  SMF-IR module  [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                G8M-CMTSA-4x1   1 X 4 DOCSIS CMTS module                [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                TBD             1 X 6 DOCSIS CMTS module                [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                TBD             1 X 4 EURODOCSIS CMTS module            [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                TBD             1 X 6 EURODOCSIS CMTS module            [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                TBD             Channelized STM-1 Module                [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
[ * ]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

                                    Page 15
<PAGE>

[Confidential Treatment]

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                RS 8000 and RS 8600 Software Items
-----------------------------------------------------------------------------------------------------------------------------------
<C>            <C>             <C>              <S>                                     <C>         <C>          <C>       <C>
                                SYS-PCM8        "RS 8x00 and 32000  8MB PCMCIA card
                                                (ships with SYS-OS, second required
                                                for redundant CM configuration)"        [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                SYS-MEM128      CM2 memory upgrade kit
                                                (For CM2 series only)                   [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                SYS-OS          "RS Router Services: Include IP
                                                Routing (RIPv2, OSPF,BGP),
                                                QoS services. One required with
                                                every RS chassis, shipped on PC card.
                                                This price also applies to SW upgrades
                                                that Tellabs may sell to
                                                exiting customers."                     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                                    RS 8000 and RS 8600 Cables
-----------------------------------------------------------------------------------------------------------------------------------
                                SYS-S449-DTE    3 meter 2 lead cable and 2 male RS449
                                                DTE (male) connectors                   [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                SYS-SV35-DTE    3 meter 2 lead cable and 2 male
                                                V35 DTE (male) connectors               [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                SYS-SX21-DTE    3 meter 2 lead cable and 2 male
                                                X21 DTE (male) connectors               [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                SYS-S530-DTE    3 meter 2 lead cable and 2 male
                                                530 DTE (male) connectors               [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                SYS-HSSI-CAB    "3 meter HSSI cable,
                                                male to male connector"                 [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Additional Product Configurations
-----------------------------------------------------------------------------------------------------------------------------------
                                            RS 2000 and RS 3000 and Associated Modules
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                  RS 32000 and Associated Modules
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 16
<PAGE>

[Confidential Treatment]

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Additional non-Product Items
-----------------------------------------------------------------------------------------------------------------------------------
                                                        Riverstone Training
-----------------------------------------------------------------------------------------------------------------------------------
<C>            <C>             <C>              <S>                                     <C>         <C>          <C>       <C>
                                Tellabs         One Tellabs-only 5-day training
                                Special #1      course at Riverstone facilities
                                                for up to 12 employees.
                                                (Includes EDU-BND-203 and EDU-CMTS)     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                Tellabs         One Tellabs-only 5-day training
                                Special #2      course at Riverstone facilities
                                                for up to 12 employees.
                                                (Includes EDU-BND-203 and EDU-CMTS)
                                                (Price per Student)                     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-BAS-101     2-Day RS Switch Router
                                                Architecture and Configuration
                                                (Price per student)                     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-BAS-102     2-Day RS Switch Router Layer
                                                2 Features (Price per student)          [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-BAS-103     2-Day RS Switch Router
                                                Layer 3 Features (Price per student)    [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-BAS-104     RS Web Switch (Price per student)       [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-BND-201     3-Day Combination of EDU-BAS-101
                                                and EDU-BAS-102 (Price per student)     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-BND-202     3-Day Combination of EDU-BAS-101
                                                and EDU-BAS-103 (Price per student)     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-BND-203     "4-Day Combination of EDU-BAS-101,
                                                EDU-BAS-102 and EDU-BAS-103
                                                (Price per student)"                    [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-ADV-201     Routing with OSPF for Service
                                                Providers (Price per student)           [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-ADV-202     BGP Peering with RS Switch Routers
                                                (Price per student)                     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-ADV-203     Implementing Routing Policies with
                                                RS Switch Routers (Price per student)   [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-CST-100     "On-site training for 1-6 students
                                                (Any content, customer provided
                                                equipment) (Daily Charge)"              [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-CST-101     "On-site training for 7-12 students
                                                (Any content, customer provided
                                                equipment) (Price per student)"         [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-CST-102     Riverstone provided equipment and
                                                set-up fee for any class.
                                                (Fee per Class)                         [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-CST-103     Customization Fee (Fee per Class)       [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-4DAY        4-Day RS Course on Basic and
                                                Advanced Router Configuration
                                                (Price per student)                     [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-3DAY        "3-Day RS course on OSPF, and
                                                Basic and Advanced BGP
                                                (Price per student)"                    [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                EDU-SJC-304     1-Day CMTS Module Training for HFC
                                                Applications (Price per student)        [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
                                                      Post-Warranty Services
-----------------------------------------------------------------------------------------------------------------------------------
                                -               Riverstone will provide Post-warranty
                                                services as direct time and material
                                                charge.  The time or labor charge
                                                reflected here is per hour.             [ * ]       [ * ]        [ * ]     [ * ]
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 17
<PAGE>

                 Exhibit B - Product Re-branding Specifications

Products
---------
1.  Tellabs White Paint for Shelf with Tellabs Logo and Product Logo
2.  Tellabs UL, FCC, CE and Regulatory Stickers
3.  Tellabs Part Numbers and Names for all Module Labels
4.  Tellabs Manufacturing Data (MAN) in Modules for List Equipment Commands and
    Hardware Revisions
5.  Tellabs FLASH Programming and Product Acceptance Test Stations for Tellabs
    Factory
6.  Tellabs MAC Addresses for Modules
7.  Tellabs Serial Numbers on Modules and Shelves
8.  Tellabs Software Version Numbers on all Software
9.  Tellabs Prompts for CLI Screen
10. Tellabs Titles on all CLI Screens
11. Tellabs SNMP variables like the sysDescr and sysObjectID
12. Various Power Cords for Power Supplies Throughout the World

EMS-Related Product  (CoreWatch)
--------------------------------
1.  Tellabs Rename for Application
2.  Tellabs Software Version Numbers
3.  Tellabs Custom Help and Help Links to Web Sites
4.  Tellabs Logos and Graphics Throughout
5.  Tellabs Rename for Installation Program
6.  Tellabs Names and Part Numbers Reference for Product and Modules

Product Packaging and Shipping
------------------------------
1.  Tellabs Part Numbers and Revisions Listed on Shipping Labels/Boxes
2.  Tellabs Module Boxes with Tellabs Logos
3.  Tellabs Shipping Containers with Tellabs Logos

                                    Page 18
<PAGE>

[Confidential Treatment]

                    EXHIBIT C - MINIMUM PURCHASE OBLIGATIONS

Quarter                            MINIMUM PURCHASE COMMITMENT
------------------------------------------------------------------------
Nov. 1, 2000 - Feb 28, 2001        $2,000,000
------------------------------------------------------------------------
Mar. 1, 2001 - May 31, 2001        [ * ]
------------------------------------------------------------------------
June 1 2001 - Aug. 31, 2001        [ * ]
------------------------------------------------------------------------
Sept. 1 2001 - Nov. 30, 2001       [ * ]
------------------------------------------------------------------------
Nov. 30, 2001 - Feb. 28, 2002      [ * ]
------------------------------------------------------------------------
Mar. 1 2002 - May 31, 2002         [ * ]
------------------------------------------------------------------------

Target for [ * ], as defined in Exhibit F is [ * ]. If delivery of this product
is delayed [ * ], then between [ * ]and [ * ] TELLABS and Riverstone will work
together to resolve any customer issues that arise. If delivery of this product
is delayed beyond [ * ], subsequent quarterly volume commitments may, at
Tellabs' option, be pushed forward until product availability. If delivery of
this product is delayed beyond [ * ], Tellabs may, at its option [ * ] or
negotiate with Riverstone an equitable adjustment to future volume commitments
for the remainder of the term.

Target for [ * ], as defined in Exhibit F is [ * ]. If delivery of this product
is delayed beyond [ * ], subsequent quarterly volume commitments may, at
Tellabs' option, be pushed forward until product availability. If delivery of
this product is delayed beyond [ * ], Tellabs may, at its option [ * ] or
negotiate with Riverstone an equitable adjustment to future volume commitments
for the remainder of the term.

Target for [ * ], as defined in Exhibit F is [ * ]. If delivery of this product
is delayed beyond [ * ], subsequently quarterly volume commitments may, at
Tellabs' option, be pushed forward until product availability. If delivery of
this product is delayed beyond [ * ], Tellabs may, at its option [ * ] or
negotiate with Riverstone an equitable adjustment to future volume commitments
for the remainder of the term.

Target for [ * ], as defined in Exhibit F, is [ * ]. If completion of
qualification occurs later than [ * ], up to one-half of each of the subsequent
quarterly volume commitments may, at Tellabs' option, be pushed forward until
the qualification process is complete. If completion of qualification is delayed
more than [ * ] beyond [ * ], Tellabs may, at its option [ * ] or negotiate with
Riverstone an equitable adjustment to future volume commitments for the
remainder of the term.

                                    Page 19
<PAGE>

[Confidential Treatment]

                    EXHIBIT D - TECHNICAL SUPPORT GUIDELINES

NATURE OF TECHNICAL SUPPORT - During the term of this Agreement, Riverstone will
assist TELLABS in the identification and resolution of Product performance
problems and errors.  Riverstone's technical support shall be Level 3 Support
to the TELLABS in connection with its support of its Resellers and End Users.
Level 1 Support and Level 2 Support shall be the sole and exclusive
responsibility of the TELLABS and its Resellers.  Level 3 Support shall be
provided by Riverstone only to engineering personnel designated by the TELLABS
who are trained in the technical operation of the Product.  Riverstone's support
will be provided in accordance with the following guidelines:

1.   TECHNICAL SUPPORT

1.1  Availability - Riverstone shall provide Level 3 Support via telephone,
     facsimile and electronic mail twenty-four hours per day, seven days per
     week.

1.2  Response - TELLABS shall use reasonable efforts to attempt to resolve End
     User support requirements for the Products. If TELLABS cannot successfully
     resolve an issue within a reasonable period of time, Riverstone's technical
     support staff will provide assistance. Riverstone will provide an initial
     response to all TELLABS support requests within [ * ] (unless an earlier
     response is required by Section 2 below), and TELLABS and Riverstone will
     mutually agree, in good faith, what additional information or documentation
     will be required for resolution of the problem. Riverstone will provide a
     problem report form for TELLABS's use in reporting problems.

2.   ERROR CORRECTION

2.1. Error Definitions - "Error" means a reproducible that causes a Product not
     to function substantially in conformance with its specifications. Errors
     are classified as follows:

     Category 1: End User's network segment or management application is down or
     experiencing a consistent, measurable performance impact with no immediate
     resolution available.
     Category 2: End User is experiencing intermittent failure, performance
     degradation, or functionality of network or management applications.
     Category 3: Issues that do not affect customer's normal network or
     management application operation or questions concerning Product
     functionality or usage.

2.2. Non-Emergency Technical Support - For End User or Reseller problems not
     deemed by TELLABS to be an emergency, Riverstone will use its best efforts
     to address and resolve the problems as quickly as practicable during normal
     business hours. If a particular problem is not resolved within two (2)
     Business Days following the initial call to Riverstone, technical support
     managers and engineers for each Party, will discuss and work in good faith
     to devise and implement a satisfactory resolution. Problems regarded as
     non-emergencies include: (i) installation and operation problems, i.e.
     routine questions that can be resolved by following documentation; and (ii)
     deviations from documentation, omissions and known workarounds, i.e.
     problems that cannot be resolved by following the documentation or result
     from reasonable misinterpretation of the documentation.

2.3. Emergency Technical Support - Riverstone acknowledges that Category 1 and
     Category 2 Errors should be resolved quickly. During the applicable
     Warranty Period, Riverstone shall replace any defective Products or correct
     Errors promptly following receipt of notice from TELLABS, not to exceed the
     following:

     . Riverstone shall provide an initial response to Errors reported by
       TELLABS within [ * ] (Category 1) and within [ * ] (Category 2 and 3) and
       TELLABS and Riverstone shall promptly agree in good faith to any
       additional information and documentation that may be required to permit
       Riverstone to resolve such errors. The error correction period begins
       after TELLABS has enough information to profile the error and can
       recreate the error or has access to a facility where the error can be
       recreated. Initial response is defined as talking to a qualified Level 3
       support engineer who initiates trouble-shooting.

     . Riverstone shall use its best efforts to resolve Category 1 Errors within
       [ * ] of receipt of notice of such Error.

     . Riverstone shall use its best efforts to resolve Category 2 Errors within
       [ * ] of receipt of notice of such Error.

     . Riverstone shall use its best efforts to resolve Category 3 Errors within
       [ * ] of receipt of notice of such Error.

                                    Page 20
<PAGE>

      The prescribed Error correction periods above may be extended by agreement
      of the Parties, e.g., if resolution of problem requires hardware
      certification or test, or if resolution represents significant risk to the
      primary Product functions.

2.4.  Support Reports and Evaluation - Riverstone shall provide a reporting
      mechanism by which TELLABS will regularly receive a detailed list of the
      status of all Errors reported and resolved, including a list of
      workarounds and bug-fixes. At least once during each calendar quarter, the
      Parties shall hold management-level meetings to discuss improvements in
      support.

3.    TECHNICAL SUPPORT HOTLINE

TELLABS shall make all requests for technical support to the following hotline
telephone or facsimile number, or via the Internet to the address indicated:

  Riverstone Technical Hotline contacts as follows:
  Telephone No.  877 -RSN-TAC9
  Facsimile No.  408-878-6920
  Electronic Mail:  support @riverstonenet.com
  Riverstone may change contact telephone numbers, facsimile numbers, or
  Internet addresses on ten day's notice.

                                    Page 21
<PAGE>

                                   EXHIBIT E



                           SOFTWARE LICENSE AGREEMENT
                           --------------------------


READ THIS AGREEMENT CAREFULLY NOW, BEFORE INSTALLING OR USING THIS ENCLOSED
SOFTWARE. YOU AGREE THAT BY OPENING THE PACKAGE, YOU HAVE AGREED TO COMPLY WITH
THESE LICENSE TERMS. (If you do not wish to enter into this Agreement, return
the Software with the seal intact to Tellabs for a refund or credit.)

1. DEFINITIONS
   -----------

   This Software License Agreement (the "Agreement") relates to the
   CABLESPAN(TM) EMS software product included in this package, in machine
   readable, object code form ("Software") and the accompanying user
   documentation and software key included with the Software. These materials
   are referred to as the "Licensed Materials." Licensed Materials do not
   include source code.

   All references to "System" mean Tellabs network management system. All
   references to "Tellabs" mean Tellabs Operations, Inc., or its successor(s),
   with a place of business at 4951 Indiana Avenue, Lisle, Illinois 60532. All
   references to "Licensee" mean the owner of the applicable Network. All
   references to "Network" mean the operating system owned by Licensee.

2. GRANT OF LICENSE
   ----------------

   Tellabs grants to Licensee, and Licensee accepts from Tellabs, a non-
   exclusive , non-transferable license to use the Licensed Materials at a
   single site with and on a single workstation for purposes of managing a
   single Network owned by Licensee. Licensee may make one archival copy but may
   not otherwise copy the Software, use the Software concurrently with anyone or
   copy the user documentation.

   Licensee (i) acknowledges that the Software contains proprietary and
   confidential information of Tellabs (or its licensor) and agrees to safeguard
   its confidentiality; (ii) acknowledges that all copies of Software are the
   property of Tellabs or its licensor; (iii) agrees to reproduce any copyright
   notice or proprietary rights legends on the Software; and (iv) is prohibited
   from reverse engineering, disassembling, modifying, adapting, translating or
   otherwise obtaining source code from the object code version.

3. CONFIDENTIALITY
   ---------------

   The Licensee acknowledges that the Licensed Materials furnished by Tellabs
   hereunder are, and shall continue to be, proprietary property of and shall
   constitute trade secrets of Tellabs or its licensor. The Licensee shall,
   during the period of this Agreement, except to the extent the Licensed
   Materials are in the public domain without breach of this Agreement, hold the
   Licensed Materials in confidence for Tellabs, not disclose the Licensed
   Materials to other parties, only permit use of the Licensed Materials by its
   own employees in accordance with the terms hereof and inform such employees
   of the terms and conditions of this Agreement.

4. LIMITED WARRANTY
   ----------------

   Unless otherwise agreed to in writing by Tellabs, Tellabs warrants that the
   Software will substantially conform to the Tellabs specifications for the
   Software for a period of 90 calendar days from the date of shipment, provided
   that the Software is used on the workstation and with the Network equipment
   for which it was designed. Tellabs does not warrant that the functions
   contained in the Software will operate in the specific combinations which may
   be selected for use by the Licensee, or that the operation of the Software
   will be uninterrupted or error-free, or that all errors will be corrected.
   Tellabs will correct substantial program errors at no charge provided the
   defective Software is returned to Tellabs during the warranty period. If
   Tellabs is unable to correct such errors, Licensee may terminate this license
   and return all copies of the Licensed Materials, and Tellabs will refund the
   license fee. The user documentation is licensed "AS IS". This limited
   warranty is void if failure of the Software has resulted from negligence,
   accident, abuse or misapplication.

   NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED EXCEPT AS SET FORTH HEREIN. ALL
   OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
   PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED FROM THIS WARRANTY.

   LICENSEE'S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING OUT OF ANY
   DEFECTIVE SOFTWARE IS LIMITED TO REPAIR OR REPLACEMENT OF THE SOFTWARE DURING
   THE WARRANTY PERIOD, AT TELLABS' OPTION, OR IF TELLABS IS UNABLE TO REPAIR
   THE SOFTWARE, LICENSEE MAY BE ENTITLED TO A REFUND AS SPECIFIED HEREIN. UNDER
   NO CIRCUMSTANCES WILL TELLABS BE LIABLE FOR ANY INDIRECT, SPECIAL,
   INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING BUT NOT LIMITED TO
   LOSS OF PROFITS, LOSS OF USE OR LOSS OF DATA, WHETHER CAUSED BY BREACH OF
   CONTRACT, NEGLIGENCE, OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL TELLABS'
   LIABILITY EXCEED THE PURCHASE PRICE OR LICENSE FEE PAID BY LICENSEE FOR THE
   SOFTWARE. IF YOUR JURISDICTION DOES NOT ALLOW SUCH LIMITATIONS AS WRITTEN,
   THE PERMISSIBLE LIMITATIONS SHALL APPLY.

   When Tellabs provides Licensee with any third party software ("Third Party
   Software") pursuant to this Agreement, Tellabs shall first have obtained a
   sublicense authorizing Tellabs to provide the Third Party Software to
   Licensee for Licensee's use. Third Party Software shall be provided to
   Licensee with the licenses, warranties, and indemnities provided to Tellabs
   by the licensor of the Third Party Software. If such sublicense, warranty,
   and indemnity rights are more restrictive than those provided herein with
   respect to Tellabs products, Licensee's rights with respect to the Third
   Party Software shall be limited to the more restrictive provisions.

                                    Page 22
<PAGE>

5. TERMINATION
   -----------

   Tellabs may terminate this Agreement at any time, upon written notice, if
   Licensee breaches any of the terms hereof. Upon termination of this Agreement
   or in the event of breach of this Agreement, Licensee shall discontinue its
   use of the Licensed Materials and return the Licensed Materials (including
   all copies) to Tellabs, or destroy all copies, at Tellabs' option.

6. GENERAL
   -------

   Nothing contained in this Agreement shall limit, in any manner, Tellabs'
   right to change the Licensed Materials at any time without notice and without
   liability. This Agreement shall not be assigned, transferred, or modified
   except with the prior written consent of Tellabs. The Agreement shall be
   construed in accordance with and governed by the laws of the State of
   Illinois, excluding its conflict of laws provisions. This Agreement
   constitutes the entire Agreement between you and Tellabs and supersedes any
   and all prior agreements between you and Tellabs concerning the Software.

7. SOFTWARE KEY
   ------------

   Attached as Appendix A is the software key for the Software. The Software
   will not operate without the software key. Licensee is strictly prohibited
   from disclosing or copying the software key. If Licensee fails to comply with
   this restriction, the license granted hereunder will be void and this
   Agreement shall terminate.

                                    Page 23
<PAGE>

[Confidential Treatment]


                          EXHIBIT F - PRODUCT ROADMAP

[ * ]

                                    Page 24
<PAGE>

                                   Exhibit G
                           Process for Modifications

    In the event of any conflict between the terms of this Exhibit G and the
    terms of Section 4.3 of the Agreement the terms of this Exhibit G will
    control.

1.  Representatives from Riverstone and Tellabs (the "Product Committee") agree
    to meet at the beginning of each calendar quarter during the term hereof to
    discuss new features to be added to the Products and to modify the Product
    Roadmap which will guide the development of the Products. The initial
    Product Roadmap is attached as Exhibit F.

2.  Tellabs shall have the right to develop new line cards for the Products,
    other than a [ * ], that are [ * ]. Nothing will prohibit Tellabs from
    independently developing a CMTS product or card (but not for integration
    into the Product) provided that Tellabs does not use any Riverstone
    confidential or proprietary information in such development.

3.  Riverstone, either itself or through a third party, will [ * ] requested by
    Tellabs, except those which Tellabs has elected to develop pursuant to
    paragraph 2 above. Riverstone will notify Tellabs within 60 days of the date
    the Product Committee submits the feature to Riverstone [ * ]. If Riverstone
    [ * ], either itself or through a third party, the [ * ] be owned by
    Riverstone, and subject to paragraph 4 below, Riverstone will be free to
    make the [ * ]. If Riverstone does not [ * ] within the 60 day period, then
    Tellabs can:

    (i)  If the feature is a software feature, [ * ]. This software feature will
         not be sold to any other customer for [ * ] after general availability
         of the feature, provided however that if [ * ] takes 6 or more months,
         the period [ * ] will be one (1) year. This software feature will [ * ]
         by Riverstone and Tellabs.

    (ii) If the feature requires a new line card, [ * ]. This line card will
         [ * ]. Nothing will prohibit Riverstone from independently developing a
         comparable or equivalent feature or line card provided that Riverstone
         does not use any Tellabs confidential or proprietary information in
         such development.

4.  Certain of the features requested by Tellabs may contain Tellabs proprietary
    intellectual property, trade secrets or confidential information or
    functionality not found in the products of any other competitor (each, a
    "Unique Feature"). If Riverstone develops this feature pursuant to the
    foregoing paragraphs, either independently or with the assistance of Tellabs
    or a third party, the feature may be incorporated by Riverstone into the
    relevant Products and [ * ] during the term of the Agreement, Tellabs may
    specify that the license to Riverstone is subject to [ * ] Riverstone from
    selling any product that embodies or utilizes the feature to [ * ] from the
    date the product is first made generally available to Tellabs. Riverstone
    acknowledges that there may be situations in which Tellabs wishes to
    incorporate a Unique Feature in the Product and believes it needs [ * ]. In
    such cases, Tellabs will notify Riverstone that this situation exists when
    the feature is first presented to the Product Committee and before any
    confidential information regarding the nature, purpose, functionality or
    other attributes of the Unique Feature is disclosed to any Riverstone
    employee or representative. The parties will engage in good faith
    negotiations regarding such additional protections.

5.  The restriction contained on Riverstone's right to sell a feature to a CMTS
    customer under Section 3 (i) above and the field of use restriction
    contained in the license from Tellabs to Riverstone under Section 4 above
    shall expire automatically on the date that [ * ].

6.  Riverstone will provide to Tellabs such assistance and information (such as,
    interface information) which is necessary for Tellabs to exercise the
    development and other rights set forth above and in the Agreement, and shall
    grant to Tellabs and hereby grants to Tellabs an fully paid up, worldwide
    license to use such information and technology for the purpose of exercising
    such rights.

                                    Page 25