1



                                                                   EXHIBIT 10.42

** CERTAIN INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 24B-2 OF THE COMMISSION.

                                   AMENDMENT 2
                                       TO
                   RESEARCH AND DEVELOPMENT SERVICES AGREEMENT


                  THIS AMENDMENT is made effective as of January 6, 2000,
between LUCENT TECHNOLOGIES INC., a Delaware corporation, having its principal
office at 600 Mountain Avenue, Murray Hill, New Jersey 07974 ("Lucent") and
PLIANT SYSTEMS, INC. ("Pliant"), previously known as BROADBAND TECHNOLOGIES,
INC. ("BBT"), a Delaware corporation, having an address at 4024 Stirrup Creek
Drive, Durham, North Carolina 27709-3737, (hereinafter collectively the
"Parties").

                  WHEREAS, Lucent and Pliant entered into a Manufacturing
Agreement dated as of February 4, 1998;

                  WHEREAS, Lucent and Pliant entered into a Research and
Development Services Agreement dated as of February 4, 1998 and amended on
February 23, 1999 (hereinafter the "R&D Agreement");

                  WHEREAS, Lucent and Pliant entered into Product Letter #1
dated as of March 22, 1999 (hereinafter the "PiPON Product Letter");


                  WHEREAS, the Parties desire that their business relationship
be redirected from manufacturing and focused on research and development
projects in accordance with the terms and conditions set forth herein; and

                  WHEREAS, Lucent and Pliant desire that the Manufacturing
Agreement and any and all amendments, modifications and revisions to the
Manufacturing
<PAGE>
                                                                               2


Agreement and the PiPON Product Letter be terminated, rescinded and superseded
by this Amendment to the R&D Agreement (hereinafter this "Amendment").

                  NOW, THEREFORE, in consideration of the covenants and other
terms set forth herein, Lucent and Pliant do hereby agree as follows:

                  Section 1. Termination of Manufacturing Agreement . Subject to
the terms, conditions and exceptions set forth herein, including, without
limitation, the provisions of Section 4 below, Lucent and Pliant agree that the
Manufacturing Agreement and any and all amendments, modifications and revisions
to the Manufacturing Agreement and the PiPON Product Letter are hereby
terminated. Lucent and Pliant agree that Lucent is under no further obligation
to purchase Material (as that term is defined in Section 2.0 of the
Manufacturing Agreement) from Pliant or to make any deficiency payments to
Pliant under Section 7.0 or any other provision of the Manufacturing Agreement.

                  Section 2. Amendment to the R&D Agreement. In consideration of
the cancellation of the Parties' respective obligations under the Manufacturing
Agreement and PiPON Product Letter, as provided in Section 1 above, Lucent and
Pliant agree as follows:

                  A.    The Projects (as such term is defined in Section 1.14 of
                    the R&D Agreement) to be completed under the R&D Agreement
                    shall be supplemented to include any or all of the Projects
                    described on Schedule A, which is attached hereto and
                    incorporated herein by reference. The Parties may revise or
                    supplement the Projects to be performed under this Amendment
                    upon written agreement. Any Project to be undertaken in
<PAGE>
                                                                               3


                    connection with this Amendment shall be subject to the
                    requirements of Section 2.02 of the R&D Agreement pertaining
                    to Project Letters.

                  B.    The Parties acknowledge that Project Letter No. 5 on
                    Schedule A is currently a place-holder for additional work
                    to be performed by Pliant upon agreement of the Parties. The
                    subject matter and scope of the Project to be performed
                    under Project Letter No. 5 on Schedule A shall be determined
                    by the Parties no later than June 1, 2000 and shall have a
                    completion date no later than December 31, 2001. Lucent
                    acknowledges that the payments listed on Schedule B for
                    Project Letter No. 5 are to be made to Pliant even if there
                    is no agreement as to the subject matter of Project Letter
                    No. 5.

                  C.    Lucent shall pay Pliant for each Project in accordance
                    with the payment schedule set forth in Schedule B, which is
                    attached hereto and incorporated herein by reference. The
                    payment schedule set forth in Schedule B shall rescind and
                    supersede all prior payment obligations to which the Parties
                    have agreed in the R&D Agreement and Manufacturing Agreement
                    as amended.

                  D.    The aggregate sum to be paid by Lucent to Pliant for any
                    and all Projects performed under this Amendment is $18.75
                    million (hereinafter "the Balance") plus Conversion Costs.
                    The Parties acknowledge that $9 million of the Balance was
                    transferred
<PAGE>
                                                                               4


                    from the Manufacturing Agreement to the R&D Agreement in
                    connection with this Amendment and $5.3 million of the
                    Balance is attributable to work to be performed under
                    Project Letter No. 5, which is currently undefined. The
                    Parties agree that payment by Lucent to Pliant of the
                    aforementioned $9 million, which is related to Project
                    Letters No. 3, 4, and 5 and displayed on Schedule B, is a
                    firm obligation of Lucent to Pliant which obligation is not
                    contingent upon performance of the Projects by Pliant, and
                    shall not be affected if any other provision of the R&D
                    Agreement is determined to be invalid or unenforceable.


                  Section 3. Possible Modifications to Payment for Project
                  Letter No. 5.

                          A.   If Pliant incurs Conversion Costs (as hereinafter
                             defined) as a result of terminating the existing
                             Manufacturing Agreement and PiPON Product Letter,
                             Lucent agrees to reimburse such reasonable
                             Conversion Costs up to a maximum of $1.1 million
                             for Project Letters No. 1, Phase 3; Project Letter
                             No. 3; and Project Letter No. 4. Conversion Costs
                             for the aforementioned Projects and for Project
                             Letter No. 5 are dependent on the scope of the
                             Project and will be mutually agreed by the Parties
                             as the Project Letters are executed. All Conversion
                             Costs to be reimbursed by Lucent shall be
                             identified in the respective Project Letter and
                             added to the payment owed for that Project. All
                             Conversion Costs are payable to Pliant by Lucent by
                             December 31, 2001.
<PAGE>
                                                                               5


                             Reimbursement of Conversion Costs shall be
                             conditioned upon Lucent's receipt of satisfactory
                             documentation of Pliant's actual costs. "Conversion
                             Costs" means incremental cost/expense incurred by
                             the Pliant's development organization to complete
                             the Project Letter work associated with the $9
                             million Manufacturing Absorption obligation
                             transferred from the Manufacturing Agreement to the
                             R & D Agreement. Conversion Costs include but are
                             not limited to: engineering and project management
                             resources, project build and qualification
                             resources, travel, and service expenses.


                          B.   Pliant may elect to license Lucent's Voice
                             Frequency Data Enhancement ("VFDE") technology, on
                             a non-exclusive basis, within forty-five (45) days
                             of the effective date of this Amendment. The
                             granting of such a non-exclusive license by Lucent
                             shall be contingent upon the Parties' written
                             agreement to mutually acceptable terms and
                             conditions for such license. The Parties agree that
                             such license for use of Lucent's VFDE technology in
                             accordance with the terms of the license agreement
                             shall, among other things, include a license fee to
                             be negotiated by the Parties, but which fee shall
                             in no event be more than $3.5 million.

                  Section 4. Continuing Obligations. Notwithstanding the
provisions of Section 1 above regarding termination of the Manufacturing
Agreement and PiPON Product Letter, the Parties shall have continuing
obligations regarding
<PAGE>
                                                                               6


PiPON product already delivered to Lucent under the following provisions of the
Manufacturing Agreement: Section 22, "Indemnity," Section 23, "Infringement,"
Section 39, "Repair Not Covered Under Warranty," Section 40.0, "Repair
Procedures," Section 51.0, "Warranty," and under the following provisions of
Product Letter #1 (the "PiPON" Product Letter): Section 14, "Warranty," Section
15, "Warranty Tracking," and Section 16, "Product Repair," which provisions are
incorporated herein by reference. The obligations in Sections 39, 40 and 51 of
the Manufacturing Agreement, and Sections 14, 15, 16 of the PiPON Product Letter
shall continue for one (1) year from the effective date of this Amendment. The
Parties agree that Materials required for product repair will be supplied by
Lucent to Pliant. Pliant's fees for out of warranty repairs and No Trouble Found
conditions are listed in Schedule B. The Parties agree that obligations
contained in PiPON Product Letter, Section 11.4, "BBT and Lucent Obligations for
Material", currently outstanding purchase orders from Lucent to Pliant, and
currently outstanding invoices from Pliant to Lucent shall continue. In the
event the Manufacturing Agreement and PiPON Product Letter contain conflicting
terms, the terms of the PiPON Product Letter shall control. The obligations of
Sections 22 and 23 of the Manufacturing Agreement shall survive the termination
or expiration of this Amendment.


                  Section 5. Original Equipment Manufacturer's (OEM) Agreement.
Lucent will at its sole discretion, and approval of Pliant, enter into an OEM
Agreement with Pliant whereby Lucent may purchase Pliant's Pliant(TM)3000
Integrated Access Platform product and certain plug-ins ("the Products") subject
<PAGE>
                                                                               7


to, among other things, satisfactory and timely completion by Pliant of the
design and development of the Products, acceptable pricing of the Products by
Pliant, the market demands of Lucent's customers, Lucent's strategic direction
and the negotiation of mutually acceptable written terms and conditions in an
OEM agreement. Upon execution of an OEM Agreement and upon prior written
approval, the Parties will issue a press release or other public announcements
relating to an OEM Agreement.

                  Section 6. Definitions. All capitalized terms in this
Amendment which are not defined shall have the meaning set forth in the
Manufacturing Agreement or the R&D Agreement, as the case may be.

                  Section 7. All terms and conditions of the R&D Agreement which
are not specifically modified herein shall remain in full force and effect.


                  Section 8. Assignment of VFDE. The rights of Pliant, under
this Amendment No. 2 to enter into a license with Lucent with respect to VFDE
technology pursuant to Section 3B hereof and any such license that may be
entered into, may not be assigned by Pliant to any third party. In the event
that Pliant undergoes a Change of Control as such term is defined in Section
1.10 of the R&D Agreement, Pliant shall obtain Lucent's prior written consent to
the assignment of any such right or license in connection with the Change of
Control, it being understood that under no circumstances shall such right or
license be assigned or otherwise transferred to a competitor of Lucent. In the
event of a Change of Control involving a competitor of Lucent, Pliant's license
to use VFDE technology, if any, shall immediately terminate and Pliant shall
return to Lucent all proprietary information pertaining to VFDE.
<PAGE>
                                                                               8


                  Section 9. Simultaneously with the execution of this
Amendment, and as a condition of execution of this Amendment, Pliant will
deliver to Lucent a release executed by Pliant in the form attached as Schedule
C and Lucent will deliver to Pliant a release executed by Lucent in the form
attached Schedule D.

                  IN WITNESS WHEREOF, Lucent and Pliant have caused this
Agreement to be executed by their duly authorized representatives.
<TABLE>
<CAPTION>
<S>     <C>                                                <C>         <C>
        PLIANT SYSTEMS, INC.                                       LUCENT TECHNOLOGILES INC.

By:     Original signed by David E. Orr                   By:      Original signed by David W. Heard
        -----------------------------------------                  --------------------------------------------------

Name:   David E. Orr                                      Name:    David W. Heard
        -----------------------------------------                  --------------------------------------------------

Title:  President and CEO                                 Title:   Access Product Management Vice President
        -----------------------------------------                  --------------------------------------------------

Date:   January 6, 2000                                   Date:    January 6, 2000
        -----------------------------------------                  --------------------------------------------------
</TABLE>
<PAGE>
           Amendment 2 to Research and Development Services Agreement
                                   Schedule A


PROJECT LETTER 1 - PHASE 1
Scope of Work:
--------------
       *******************************************************************
*********************************************************************
PLIANT Deliverables:
-------------------
         - **********************************************
         - ***************************************************
         - ***********************************************
PLIANT Delivery Schedule:
------------------------
          ***************************************************************
                 **********************************************************
         ***************************************************************
Cost of Project:
---------------
***********

PROJECT LETTER 1 - PHASE 2
Scope of Work:
--------------
     ***************************************************************
       *****************************
PLIANT Deliverables:
-------------------
         - ************************************
         - **********************
PLIANT Delivery Schedule:
------------------------
          ************************************************************
             ******************
Cost of Project:
---------------
******

PROJECT LETTER 1 - PHASE 3
Scope of Work:
--------------
             ****************************************************************
               ********************************************
PLIANT Deliverables:
-------------------
         - ***************************************************************
             **************************************

PLIANT Delivery Schedule:
------------------------
          **************************************************************
Cost of Project:
---------------
         *************************


                                     Page 1
<PAGE>
           Amendment 2 to Research and Development Services Agreement
                                   Schedule A


PROJECT LETTER 2
Scope of Work:
--------------
             **************************************************************
               ********************************************************
PLIANT Deliverables:
-------------------
         - **************************************************************
             **************
         *******************************
         - ****************************
PLIANT Delivery Schedule:
------------------------
          *************************************************************
Cost of Project:
---------------
         *****

PROJECT LETTER 3
Scope of Work:
--------------
          **************************************************************
PLIANT Deliverables:
-------------------
         - *************************************************************
               ************************************************
         - ************************************************************
PLIANT Delivery Schedule:
------------------------
         *****************************************************************
Cost of Project Letter:
----------------------
         ***************************

PROJECT LETTER 4
Scope of Work:
--------------
              **************************************************************
               **************************************************************
               ****
PLIANT Deliverables:
-------------------
         - ************************************
         - ************************************
         - ****************************************************************
PLIANT Delivery Schedule:
------------------------
         ***************************************************************
                 **********************************************************
Cost of Project:
---------------
***************************


                                     Page 2
<PAGE>
           Amendment 2 to Research and Development Services Agreement
                                   Schedule A


PROJECT LETTER 5
Scope of Work:
--------------
              **************************************************************
               *************************************************************
               **************************************************************
               **************************************************************
               **************************************************************
               **********************************
PLIANT Deliverables:
-------------------
         ****************
PLIANT Delivery Schedule:
------------------------
         *****************************************************************
                          *****************************************
Cost of Project:
---------------
***************************

                                     Page 3
<PAGE>
                                                                      Schedule B

                          LUCENT / PLIANT SYSTEMS, INC.
        AMENDMENT 2 TO RESEARCH & DEVELOPMENT SERVICES AGREEMENT PAYMENT
                           SCHEDULE AND REPAIR PRICES

                                  (IN MILLIONS)
<TABLE>
<CAPTION>
                      PAYMENT DUE DATE / AMOUNT                                         DELIVERABLE DUE
----------------------------------------------------------------------          --------------------------------
<S>                                      <C>                     <C>                         <C>
PROJECT LETTER # 1-1                                                                       31-MAR-00
--------------------
                                   AMOUNT PAID TO DATE         $10.00
                                              1-JAN-00          $1.75
                                              1-APR-00          $0.75
                                      REMAINING AMOUNT          $2.50
                                                                -----
                                         PROJECT TOTAL         $12.50

PROJECT LETTER # 1-2                                                                       31-JUL-00
--------------------
                                   AMOUNT PAID TO DATE          $1.25
                                             31-JAN-00          $0.80
                                              1-APR-00          $0.75
                                      REMAINING AMOUNT          $1.55
                                                                -----
                                         PROJECT TOTAL          $2.80

PROJECT LETTER # 1-3                                                                       31-JUL-00
--------------------
                                   AMOUNT PAID TO DATE          $0.00
                                             31-JAN-00          $0.50
                                              1-APR-00          $0.10
                                             31-JUL-00          $0.40
                                                                -----
                                         PROJECT TOTAL          $1.00

PROJECT LETTER #2                                                                          31-DEC-00
-----------------
                                   AMOUNT PAID TO DATE          $0.00
                                             31-JAN-00          $0.45
                                             31-JUL-00          $0.50
                                             31-OCT-00          $0.50
                                             31-JAN-01          $2.60
                                              1-APR-01          $0.15
                                                                -----
                                         PROJECT TOTAL          $4.20

PROJECT LETTER #3                                                                   01-JAN-00 TO 31-DEC-01
-----------------
                                   AMOUNT PAID TO DATE          $0.00
                                             31-JAN-00          $0.15
                                              1-APR-00          $0.15
                                             31-JUL-00          $0.15
                                             31-OCT-00          $0.15
                                             31-JAN-01          $0.15
                                              1-APR-01          $0.15
                                             31-JUL-01          $0.30
                                                                -----
                                         PROJECT TOTAL          $1.20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                      <C>                     <C>                         <C>
PROJECT LETTER #4                                                                          30-SEP-01
-----------------
                                   AMOUNT PAID TO DATE          $0.00
                                             31-JAN-01          $1.00
                                              1-APR-01          $1.00
                                             31-MAY-01          $1.00
                                                                -----
                                         PROJECT TOTAL          $3.00

PROJECT LETTER #5                                                                             TBD
                                   AMOUNT PAID TO DATE          $0.00
                                             31-JAN-00          $1.10
                                             31-JUL-00          $1.70
                                             31-OCT-00          $1.10
                                              1-APR-01          $0.70
                                             31-MAY-01          $0.70
                                                                -----
                                         PROJECT TOTAL          $5.30

REMAINING AMOUNT: ALL                                          $18.75
PROJECTS                                                         PLUS
                                                           CONVERSION
                                                                COSTS
</TABLE>
                               PRICES FOR REPAIRS

o   OUT OF WARRANTY REPAIRS: $150 PER HOUR PLUS MATERIALS.
o   LUCENT IS RESPONSIBLE FOR PROVIDING THE MATERIALS REQUIRED FOR REPAIR.
o   FOR PURPOSES OF CLARIFICATION, OUT OF WARRANTY REPAIRS INCLUDES, BUT IS NOT
    LIMITED TO, DIAGNOSTICS, ASSEMBLY, AND TESTING PERFORMED BY PLIANT WHICH IS
    NOT ATTRIBUTABLE TO PLIANT'S WORKMANSHIP DEFECTS.
o   NO TROUBLE FOUND FOR "IN WARRANTY" REPAIRS: $150 PER HOUR WITH A ONE-HOUR
    MINIMUM.
o   LUCENT IS RESPONSIBLE FOR ALL TRANSPORTATION COSTS.
<PAGE>
                                                                               1

                                                                      Schedule C
                                                                      ----------

                              PLIANT SYSTEMS, INC.
                         RELEASE AND COVENANT NOT TO SUE

                  TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW
THAT PLIANT SYSTEMS, INC., a Delaware corporation ("Pliant") previously known as
BROADBAND TECHNOLOGIES, INC. (BBT"), on behalf of itself, its divisions, heirs,
successors and assigns, its wholly owned subsidiaries and their respective
divisions, heirs, successors and assigns, and all other persons that Plaint has
the power and authority to bind through its execution of this Release and
Covenant Not to Sue (herein, separately and collectively, the "Releasors"), in
consideration of good and valuable consideration received from Lucent
Technologies Inc., a Delaware corporation ("Lucent"), the receipt and
sufficiency of which is hereby acknowledged, hereby release, acquit and forever
discharge Lucent, each of Lucent's wholly owned subsidiaries, each of the
above's respective officers, directors, employees, shareholders, agents and
attorneys and the respective heirs, executors, administrators, successors and
assigns of each of the foregoing (herein, separately and collectively, the
"Releasees"), from any and all actions, complaints, causes of action, demands,
damages, costs and expenses, liabilities, suits and claims, in law or in equity,
whether now known or unknown, whether asserted or unasserted (collectively
"Claims") arising out of or related to the Manufacturing Agreement between
Lucent and BBT dated as of February 4, 1998 and Product Letter # 1 dated as of
March 22, 1999 which the Releasors ever had, now have, or hereinafter can, shall
or may have from the beginning of the world to the date of this Release
(hereinafter collectively referred to as the "Released Claims"), except that
such release, acquittal and discharge shall not apply to, and the Released
Claims shall
<PAGE>
                                                                               2


                                                                      Schedule C
                                                                      ----------

not include, any Claims arising out of or related to Lucent's Continuing
Obligations as defined in Section 4 of Amendment 2 to the Research and
Development Services Agreement dated as of January 6, 2000.

                  Pliant represents and warrants that it has duly considered,
approved and authorized this Release and Covenant Not To Sue, has taken all
necessary actions for this Release and Covenant Not To Sue to be valid and
binding and warrants that the execution of this Release and Covenant Not To Sue
by the undersigned on behalf of Pliant duly binds and commits all Releasors.

                  Releasors covenant and agree that they will forever refrain
from instituting, reinstating, maintaining or prosecuting any action or
proceeding against Releasees upon any Claims, whether or not now or hereafter
known, suspected or claimed which Releasors ever had, now have or hereafter can,
shall or may have or allege against Releasees on account of any of the Released
Claims.

                  Notwithstanding Section 1542 of the California Civil Code,
which provides:

         "A general release does not extend to claims which the creditor does
         not know or suspect to exist in his favor at the time of executing the
         release, which if known by him must have materially affected his
         settlement with the debtor,"

this Release and Covenant Not to Sue shall constitute a full release in
accordance with its terms. Pliant knowingly and voluntarily waives the
provisions of Section 1542, if applicable, and any provisions of similar effect
in the law of the State of Minnesota or federal law or statutes, if applicable,
and acknowledges and agrees that this waiver is an essential part of this
Release and Covenant Not To Sue. Pliant further acknowledges that this Release
and Covenant Not To Sue has been negotiated and agreed to in light of such
<PAGE>
                                                                               3

                                                                      Schedule C
                                                                      ----------

possible damages, losses, fees, costs or expenses and that Pliant took that into
account in agreeing to execute this Release and Covenant Not To Sue.

                  Releasors represent and warrant that Releasors have not sold,
assigned, transferred, conveyed or otherwise disposed of any claim, demand or
cause of action or any part thereof relating to any matter covered by this
Release and Covenant Not To Sue and agree to indemnify Releasees against any and
all claims by third persons resulting from any such sale, assignment, transfer,
conveyance or other disposition.

                  This Release and Covenant Not To Sue shall not be altered or
modified in any way except by written consent of authorized representatives of
Releasors and Releasees.

                  This Release and Covenant Not To Sue shall be governed by the
laws of the State of New Jersey.

                  IN WITNESS WHEREOF, RELEASORS have caused this Release to be
executed by their duly authorized agent as of January 6, 2000.


                                           PLIANT SYSTEMS, INC.

                                   By:     Original signed by David E. Orr
                                           ----------------------------------

                                   Name:   David E. Orr
                                           ----------------------------------

                                   Title:  President and CEO
<PAGE>
                                                                               1

                                                                      Schedule D
                                                                      ----------

                            LUCENT TECHNOLOGIES INC.
                         RELEASE AND COVENANT NOT TO SUE

                  TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW
THAT LUCENT TECHNOLOGIES INC., a Delaware corporation ("Lucent"), on behalf of
itself, its divisions, heirs, successors and assigns, its wholly owned
subsidiaries and their respective divisions, heirs, successors and assigns, and
all other persons that Lucent has the power and authority to bind through its
execution of this Release and Covenant Not to Sue (herein, separately and
collectively, the "Releasors"), in consideration of good and valuable
consideration received from Pliant Systems, Inc., a Delaware corporation
("Pliant") previously known as Broadband Technologies Inc. ("BBT"), the receipt
and sufficiency of which is hereby acknowledged, hereby release, acquit and
forever discharge Pliant, each of Plaint's wholly owned subsidiaries, each of
the above's respective officers, directors, employees, shareholders, agents and
attorneys and the respective heirs, executors, administrators, successors and
assigns of each of the foregoing (herein, separately and collectively, the
"Releasees"), from any and all actions, complaints, causes of action, demands,
damages, costs and expenses, liabilities, suits and claims, in law or in equity,
whether now known or unknown, whether asserted or unasserted (collectively
"Claims") arising out of or related to the Manufacturing Agreement between
Lucent and BBT dated as of February 4, 1998 and Product Letter # 1 dated as of
March 22, 1999 which the Releasors ever had, now have, or hereinafter can, shall
or may have from the beginning of the world to the date of this Release
(hereinafter collectively referred to as the "Released Claims"), except that
such release, acquittal and discharge shall not apply to, and the Released
Claims shall not include, any Claims
<PAGE>
                                                                               2


arising out of or related to Plaint's Continuing Obligations as defined in
Section 4 of Amendment 2 to the Research and Development Services Agreement
dated as of January 6, 2000.

                  Lucent represents and warrants that it has duly considered,
approved and authorized this Release and Covenant Not To Sue, has taken all
necessary actions for this Release and Covenant Not To Sue to be valid and
binding and warrants that the execution of this Release and Covenant Not To Sue
by the undersigned on behalf of Lucent duly binds and commits all Releasors.

                  Releasors covenant and agree that they will forever refrain
from instituting, reinstating, maintaining or prosecuting any action or
proceeding against Releasees upon any Claims, whether or not now or hereafter
known, suspected or claimed which Releasors ever had, now have or hereafter can,
shall or may have or allege against Releasees on account of any of the Released
Claims.

                  Notwithstanding Section 1542 of the California Civil Code,
which provides:

         "A general release does not extend to claims which the creditor does
         not know or suspect to exist in his favor at the time of executing the
         release, which if known by him must have materially affected his
         settlement with the debtor,"

this Release and Covenant Not to Sue shall constitute a full release in
accordance with its terms. Lucent knowingly and voluntarily waives the
provisions of Section 1542, if applicable, and any provisions of similar effect
in the law of the State of Minnesota or federal law or statutes, if applicable,
and acknowledges and agrees that this waiver is an essential part of this
Release and Covenant Not To Sue. Lucent further acknowledges that this Release
and Covenant Not To Sue has been negotiated and agreed to in light of such
possible damages, losses, fees, costs or expenses and that Lucent took that into
account in agreeing to execute this Release and Covenant Not To Sue.
<PAGE>
                                                                               3



                  Releasors represent and warrant that Releasors have not sold,
assigned, transferred, conveyed or otherwise disposed of any claim, demand or
cause of action or any part thereof relating to any matter covered by this
Release and Covenant Not To Sue and agree to indemnify Releasees against any and
all claims by third persons resulting from any such sale, assignment, transfer,
conveyance or other disposition.
                  This Release and Covenant Not To Sue shall not be altered or
modified in any way except by written consent of authorized representatives of
Releasors and Releasees.
                  This Release and Covenant Not To Sue shall be governed by the
laws of the State of New Jersey.

                  IN WITNESS WHEREOF, RELEASORS have caused this Release to be
executed by their duly authorized agent as of January 6, 2000.

                                  Lucent Technologies Inc.

                          By:     Original signed by David W. Heard
                                  -------------------------------------------

                          Name:   David W. Heard
                                  -------------------------------------------

                          Title:  Access Product Management Vice President