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                                                                   Exhibit 10.38
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                                   AGREEMENT

     This Agreement is made and entered into by Cabletron Systems, Inc., a
Delaware corporation with offices at 36 Industrial Way, Rochester, New Hampshire
03867 (the "Company") and Earle S. Humphreys of 1010 Bentwater Drive,
Montgomery, TX 77356 ("Employee")

     WHEREAS, Employee has agreed that his employment with the Company and with
its subsidiaries and other affiliates (collectively, the "Affiliates") will end
as of February 2, 2001 (the "Separation Date"), and terminate as of July 14,
2001 (the "Termination Date") and Employee is hereby tendering his resignation
from all positions he holds with the Company or any of the Affiliates.

     WHEREAS, Employee and the Company wish to fully and finally resolve any
differences between them;

     Now, therefore, in consideration of the foregoing premises and of the
mutual promises, terms, provisions and conditions set forth in this Agreement,
the parties hereby agree:

     1.  In consideration of Employee's acceptance of this Agreement and subject
to his fulfillment of all of his obligations hereunder,

         a.  As severance pay, the Company will continue to pay the Employee his
salary, at his final base rate of pay (a weekly rate of $4807.70), for the
period through July 14, 2001 and will then pay the Employee his salary, as
severance pay, for the period of twenty-nine (29) weeks (representing an
aggregate sum of $139,423.30) following the Termination Date (the "Severance Pay
Period"). Payments will be made in accordance with the Company's regular payroll
practices. They will begin on the next regular Company payday following the
effective date of this Agreement, but will be retroactive to the Separation
Date.

         b.  on the Separation Date, the Company will pay the Employee, at his
base rate of pay, for all vacation time he has accrued, but not used, as of that
date, as reflected on the books of the Company; and

         c.  If Employee elects to continue his participation in the Company's
medical and dental plans under the federal law known as "COBRA" following the
Separation Date, then, during the Severance Pay Period or, if earlier, until the
date Employee ceases to be eligible for participation under COBRA, the Company
will contribute to the premium cost of Employee's coverage and that of his
eligible dependents under the plans at the same rate that it contributes to the
premium cost of coverage of active employees and their eligible dependents,
provided that Employee pays the remainder of the premium cost by payroll
deduction. After the Company's contributions end, Employee may continue coverage
for the remainder of the COBRA period, if any, by paying the full premium cost
plus a small administrative fee.
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     2.  All payments made to Employee by the Company under this Agreement shall
be reduced by all taxes and other amounts that the Company is required to
withhold under applicable law.

     3.  Employee acknowledges that, except for payments to be provided him in
accordance with Section 1 hereof, he has received payment in full of any and all
sums which are now, or might hereafter have become, owing to him from the
Company, or any of the Affiliates whether for services rendered by him during
his employment with the company or otherwise, including without limitation any
and all salary, vacation pay, severance pay and bonuses.

     4.  Upon successful completion of the Severance Pay Period provided that
all terms and conditions contained herein are met, the Company shall forgive the
promissory note executed January 24, 2000 in the amount of Two Hundred Thousand
Dollars and Zero Cents ($200,000.00). Any amount forgiven by the Company in 2002
will be reported to the Internal Revenue Service as taxable wages.

     5.  Stock options granted Employee by the Company that are scheduled to
vest on July 13, 2001 under option number 00022381 (representing the right to
purchase 11,000 shares of the Company's Common Stock) will be allowed to vest,
and shall be exercisable in accordance with the terms of the Company's 1998
Equity Incentive Plan. All other stock options granted Employee will be canceled
as of the Separation Date.

     6.  Employee acknowledges that stock options assigned to Morgan Stanley
Dean Witter ("Morgan") which are vested as of the Separation Date have been
released to the Employee and shall be exercisable in accordance with their
terms.

     7.  Employee agrees that he will return to the Company following the
Separation Date, or at such earlier time or times as may be specified by the
Company, any and all documents, materials and information, including copies
related to the business, present or otherwise, of the Company or any of the
Affiliates and all keys.

     8.  Employee agrees that he hereby tenders his authorization for payroll
deduction in the aggregate amount of $3,588.34, payable through bi-weekly
deductions for the purchase of his "home office."  The Company agrees to pay
reasonable costs associated with the home office through the Termination Date,
provided that the Company will not provide or pay for support services.
Recognizing that his employment with the Company has separated, Employee agrees
that he will not, for any purpose, attempt to access or use any computer or
computer network or system of the Company or any of the Affiliates.

     9.  Employee affirms his obligations under the Confidential Non-Disclosure
Agreement, executed on July 13, 1998, which specified provisions, together with
any provisions necessary or desirable to accomplish the purpose of those
specified provisions, are hereby incorporated into this Agreement by reference.

     10. Non-Disparagement - During the Severance Pay Period and thereafter
employee will not make comments, publicly or in private, verbally, in writing,
or through any other media about the Company or the Affiliates or their
respective subsidiaries, officers, directors or employees, that in any way
disparages the Company or them or that is designed or has the effect

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of harming their interests or holding them in a lessor regard or repute. The
Company agrees that it will not make comments, publicly, verbally, in writing,
or through some other media, about Employee that in any way disparages Employee
or that is designed or has the effect of harming his interests or having him
held in lesser regard or repute.

     11.  Non-Solicitation - Employee agrees that during the Severance Pay
Period and for one (1) year thereafter, he will not directly or indirectly
participate in any effort whatsoever to recruit, entice, encourage or hire any
current employee of the Company or any Affiliate, or employee of a company about
whom Cabletron has publicly stated an intent to merge or acquire, to leave that
employee's employment to join any other company as a consultant independent
contractor, or employee.

     12.  Non-Competition - Employee agrees that during the Severance Pay Period
and, at the Company's election, for a period of six months (6) thereafter (the
"Non-Compete Period"), employee will not accept a position as a consultant,
independent contractor, employee, director, owner or in any other capacity with
Cisco, Nortel, Tellabs, Extreme, Foundry, Juniper and any significant customers
of GNTS. Employee agrees that information and experience directly acquired by
employee through his employment with the Company or any affiliate would provide
a material advantage to a competitor were employee to violate this section of
the Agreement. The Company agrees to review potential employers for the Employee
to determine potential or perceived conflicts of interest and will not withhold
consent unless we conclude, in the exercise of reasonable and good faith
judgment, that your employment has the risk of materially harming the business
interests of the Company or one of its Affiliates.

     13.  Employee agrees that, except as may be reasonably necessary in a legal
proceeding to enforce his rights under this Agreement, he will not disclose this
Agreement or any of its terms or provisions, directly or by implication, except
to members of his immediate family and to his legal and fax advisors, and then
only on condition that they agree not to further disclose this Agreement or any
of its terms or provisions to others.

     14.  Employee agrees to cooperate with the Company and the Affiliates
hereafter with respect to all matters arising during or related to his
employment, including but not limited to all matters in connection with any
governmental investigation, litigation or regulatory or other proceeding which
may have arisen or which may arise following the signing of this Agreement. The
Company agrees to reimburse reasonable expenses actually incurred by Employee at
the Company's request in connection with the rendering of such assistance.

     15.  It is expressly understood and agreed that, if the Company reasonably
and in good faith determines that Employee has materially violated any of his
obligations under this Agreement, the Company, in addition to any other remedies
to which it may be entitled by law or in equity, shall be entitled to
reimbursement, upon demand, of all sums paid to Employee under Section 1 hereof
and the Company shall have no further obligation to Employee thereafter. It is
further expressly understood and agreed that reimbursement by the Employee
pursuant to this Section shall not relieve Employee of any of his other
obligations under this Agreement.

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     16.  This Agreement constitutes the entire agreement between Employee and
the Company and supercedes any and all prior and contemporaneous communications,
agreements and understandings, whether written or oral, with respect to
Employee's employment by the Company and the Affiliates, the termination of that
employment and all matters pertaining thereto, excluding only those sections of
the Confidentiality Non-Disclosure Agreement which are incorporated herein by
reference, the Employee's rights and obligations under the Company's 1998 Equity
Incentive Plan, in accordance with the terms thereof, and any other obligations
which Employee may have to the Company or any of the Affiliates with respect to
confidential information non-competition, assignment of intellectual property or
the like under contract or applicable law. In signing this Agreement, Employee
represents and affirms that he has not relied on any promises or
representations, written or oral, express or implied, by anyone connected with
the Company or any of the Affiliates that are not set forth expressly in the
Agreement.

     17.  This Agreement shall be in complete and final settlement of any and
all causes of action, rights or claims that Employee has had in the past, nor
has, or might now have, in any way related to or arising out of or connected
with his employment by the Company or its Affiliates, or the termination
thereof, pursuant to any federal, state or local law, regulation or other
requirement, including without limitation Title VII of the Civil Rights Act, the
Age Discrimination in Employment Act, the Americans with Disabilities Act and
the fair employment practices statutes of the state or states in which he has
provided services to the Company or its Affiliates, each as may be amended.
Employee, on his own behalf and on behalf of his heirs, executors,
administrators, personal representatives and assigns, hereby releases and
forever discharges the Company and the Affiliates and all of their respective
past and present directors, officers, employees, agents, successors and assigns,
and all others connected with any of them, both individually and in their
official capacities, from any and all such causes of action, rights or claims
that Employee has had in the past, now has, or might now have, in any way
related to or arising out of or connected with his employment by the Company or
its Affiliates, or the termination thereof, provided that this release shall not
apply to any right of indemnification against third party claims pursuant to the
charter, bylaws, or other similar corporate organizational documents of the
Company or the Affiliates applicable to the Employee. The Company hereby
releases and forever discharges Employee from any and all causes of actions,
rights or claims that the Company has had in the past, now has, or might now
have in any way related to Employee'' actions as an employee of the Company or
the Affiliates to the extent that such claims are known or reasonably should be
known as of the effective date of this Agreement by the Chief Executive Officer
of the Company.

     18.  In signing this Agreement, Employee represents and affirms that he
does so freely and with full understanding of its terms. This Agreement,
including the release of claims contained in Section 17 immediately above,
contains binding legal obligations and the Company therefore encourages Employee
to seek the advice of an attorney before signing this Agreement. Employee
acknowledges that he has had at least twenty-one days to consider this
Agreement. Employee understands that he may revoke this Agreement at any time
during the seven days immediately following the date of his signing, provided
that he does so in writing to Kimberly Buxton at Cabletron at the address set
forth above. If he does not revoke it, then this Agreement shall take effect as
a New Hampshire contract upon the expiration of that seven-day period, to be
enforced under and construed in accordance with the laws of the State of New
Hampshire

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without regard to the conflict of laws, provisions or principles thereof. This
Agreement may only be amended by a writing signed by Employee and an expressly
authorized representative of the Company.

     19.  This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the undersigned have duly executed the Agreement as a sealed
instrument, to take effect as provided in Section 18 above.

THE COMPANY                               EMPLOYEE:

By:     /s/ Kimberly Buxton               /s/ Earle Humphreys
        -------------------------         -------------------------
        Kimberly A. Buxton, PHR           Earle S. Humphreys

Title: Sr. Director, Human Resources      Date: April 4, 2001
                                                -------------------
Date:  April 11, 2001
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