<PAGE>

** Confidential treatment has been requested with respect to the information
contained  within the "[**]" markings.  Such marked portions have been omitted
from this filing and  have been filed separately with the Securities and
Exchange Commission

                                                                   EXHIBIT 10.36

                             MANUFACTURING AGREEMENT

                                 by and between

                          PREMISYS COMMUNICATIONS, INC.

                                       and

                              CMC MISSISSIPPI INC.


This Agreement is entered into this 9th day of Jan., 1997, by and between
PREMISYS COMMUNICATIONS, INC., a California corporation having a place of
business at 48664 Milmont Drive, Fremont, California, 94538, ("Buyer") and CMC
MISSISSIPPI INC., a Mississippi corporation, having a place of business at 1801
Fulton Drive, Corinth, Mississippi, 38834 ("Seller").

1.   DEFINITIONS

     AML                      Approved Manufacturer List

     ATP                      Availability To Promise

     BABT                     British Approvals Board for Telecommunications

     DMR                      Discrepant Material Report

     ECO                      Engineering Change Orders

     EDI                      Electronic Data Interchange

     ESD                      Electric Static Discharge

     FGI                      Finished Goods Inventory

     FIFO                     First In First Out

     FOB                      Free On Board

     ICT                      In Circuit Test

     MOQ                      Minimum Order Quantity

     MRP                      Material Requirements Planning

     NCNR                     Non-Cancelable Non-Reschedule

     NDA                      Non-Disclosure Agreement

     NRE                      Non-Recurring Engineering

     P/I                      ECO Disposition: Phase In

     PCB                      Printed Circuit Board


                                     Page 1

<PAGE>

     POTS                     Plain Old Telephone Service

     PPM                      Parts Per Million

     PPV                      Purchase Price Variance

     RMA                      Return Material Authorization

     RWK                      ECO Disposition: Rework

     SMT                      Surface Mount Technology

     SOF                      Sales Order Forecast

     UAI                      ECO Disposition: Use As Is

     VPA                      Volume Purchase Agreement

     WIP                      Work In Process

     Delivery Date            The scheduled date for material receipt at Buyer's
                              premises as indicated on Buyer's Purchase Orders.

     Purchase Order           A periodic contract specifying Product part
                              number, Product description, quantity, price,
                              revision, scheduled delivery date and ship-to
                              address.

     Written Communication    Throughout this contract, communication between
                              the Buyer and Seller is referred or alluded to.
                              This means any type of mutually agreed to form of
                              documented communication; U.S. mail, express
                              courier, facsimile, E-mail, EDI, etc.  The
                              communication will be deemed received on the date
                              it is transmitted (and verified) electronically,
                              taking into account time zone differences, or on
                              the date it is actual delivered by U.S. mail or
                              other express courier.

2.   TERM OF AGREEMENT

     2.1.  The term of this Agreement ("Term") shall commence on January 12,
           1997 and expire on January 12, 1998 (twelve months after the
           commencement).  In the event that neither party to this Agreement
           gives written notice to the other within three (3) months prior to an
           expiration date, this Agreement shall automatically be renewed for
           successive twelve-month periods, unless terminated in accordance with
           Section 14 or Section 18 hereof.  All existing terms and conditions
           shall remain the same, unless specifically modified by the parties in
           a written amendment to this Agreement.

3.   STATEMENT OF WORK

     3.1.  Buyer agrees that Seller shall be a manufacturer of Products, as
           defined in Purchase


                                     Page 2

<PAGE>

           Order and amended from time to time upon the mutual agreement of the
           parties, for the Term, as long as schedule, delivery and pricing
           requirements of this Agreement are met.

     3.2.  Seller agrees to assemble, test, inspect, package for delivery and
           sell the Products only to Buyer as described in this Agreement, and
           Buyer agrees to purchase the Products in accordance with the terms
           and subject to the conditions of this Agreement.

     3.3.  Buyer shall consign to Seller all applicable Product documentation,
           including bills of materials, for use in the manufacture of each
           Product.  Seller shall make available to Buyer all necessary
           manufacturing, testing, inspection and other information required in
           the qualification of the manufacturing process, as mutually agreed by
           the parties, as well as a costed bill of materials for each Product,
           excluding certain components which, by contractual obligation with
           suppliers, Seller cannot divulge.  A written NDA shall be signed by
           both Buyer and Seller prior to transfer of Product documentation from
           Buyer to Seller.

     3.4.  Seller shall purchase parts and material for Products only from
           Buyer's AML; as amended from time to time and submitted in writing by
           Buyer via the Buyer's Source Control Process.

     3.5.  Nothing in this Agreement shall obligate Buyer to purchase any
           quantity of Products from Seller for which Buyer does not deliver to
           Seller a purchase order nor shall anything in this Agreement prevent
           Buyer from purchasing from any source other than Seller.

4.   ORDERS

     4.1.  Upon execution of this Agreement, and on a quarterly basis
           thereafter, Buyer shall supply Seller with an eight (8) month rolling
           SOF for anticipated requirements for each Product.  This forecast
           shall be used to drive Seller's MRP thereby providing Seller with ATP
           against future Purchase Orders submitted.

     4.2.  Pursuant to this Section 4, Buyer shall issue written Purchase Orders
           signed by an authorized representative of Buyer.  Such Purchase
           Orders shall, at a minimum, indicate the; quantity, Buyer's part
           number, description, revision level(s), price, ship-to address, and
           Delivery Date(s) for each Product ordered.  Buyer shall ensure that
           the delivery schedule contained in each Purchase Order will allow for
           a standard Product lead time of not less than four (4) months.

     4.3.  Upon execution of this Agreement, Buyer shall issue a Purchase Order
           for Products to be delivered during the first 180-day period of the
           Term. Subject to the provisions hereof, including, without
           limitation, Section 5 and 6 hereof, Buyer may issue a


                                     Page 3

<PAGE>

           Purchase Order or change order each thirty (30) days or as business
           conditions dictate, specifying Products to be delivered during the
           succeeding six (6) month period.

     4.4.  All Purchase Orders for Products are subject to Seller's review for
           correct specification level and pricing.  Seller's acceptance and
           confirmation shall be within five (5) business days of the date of
           Buyer's issuance and Seller's receipt.  Each Purchase Order shall
           become effective upon written acceptance of the Seller provided that,
           however, in the event that no written confirmation is received within
           six (6) business days of the date of Buyer's issuance and Seller's
           receipt, the Purchase Orders shall be deemed accepted and confirmed
           by both parties.

     4.5.  The parties hereby agree that where any term or provision in any
           Purchase Order conflicts with, or could be construed to alter, a term
           or provision of this Agreement, the term or provision herein shall
           govern.

5.   RESCHEDULES AND CANCELLATIONS

     5.1.  Seller shall use reasonable efforts to accommodate any reschedule
           request, subject in each case to material availability, available
           capacity and other factors impacting the manufacturing process, and
           subject to the following guidelines:

           5.1.1.    Orders and quantities scheduled for a Delivery Date within
                     thirty (30) days of the current date cannot be rescheduled
                     out to a later date;

           5.1.2.    Orders and quantities scheduled for a Delivery Date between
                     thirty-one (31) and sixty (60) days of the current date may
                     be rescheduled out to a maximum of ninety (90) days.

           5.1.3.    Orders and quantities scheduled for a Delivery Date outside
                     sixty (60) days of the current date are cancelable at no
                     fee; subject to obligations for written acceptance of NCNR
                     and/or component MOQ by Buyer.

     5.2.  Reschedules must be in the form of written changes to existing
           Purchase Orders.  Seller's acceptance and confirmation of reschedule
           requests shall be within five (5) business days of the date of
           Buyer's issuance and Seller's receipt provided that, however, in the
           event that no written confirmation is received within six (6)
           business days of the date of Buyer's issuance and Seller's receipt,
           the reschedule shall be deemed accepted and confirmed by both
           parties.

     5.3.  Buyer may at any time expedite delivery of a Product by requesting an
           earlier delivery date with no additional fee.  Seller shall use best
           efforts to accommodate such requests.  In cases where best efforts
           are insufficient due to PPV issues, Seller shall identify all gating
           items and corresponding PPV proposals within five (5)


                                     Page 4

<PAGE>

           business days of Buyer's request date and Buyer shall respond to said
           gating items within three (3) business days of Seller's response.
           Buyer acknowledges the responsibility to provide a timely response to
           Seller's queries and reasonable assistance to secure material when
           expediting efforts are in process.  Such assistance is not to be
           construed to include material purchases by Buyer for resale to Seller
           in support of such efforts.  Acceptance of Products delivered in
           accordance with Buyer's reschedule request (Purchase Order change
           order) constitute Buyer's agreement to the payment terms contained
           herein.

     5.4.  Seller shall make best efforts to return "obsolete/excess" materials
           and/or components to the source of purchase or to use said materials
           and/or components for other Customers when held by the Seller due to
           cancellations or ECO's which are within ninety (90) days of Buyer's
           scheduled Delivery Date.  Seller shall identify and return such
           materials and/or components at the time of cancellation or Product
           change.  Buyer shall be responsible for reimbursement to Seller of
           demonstrated cancellation or restocking charges upon verification of
           best effort communications with the source of purchase and
           presentation of supplier invoices evidencing such charges.  In the
           event that the excess material has become non-returnable or non-
           useable elsewhere, then Seller shall provide Buyer the origin of the
           excess material, the Product and quantities that were canceled by
           Buyer which used said material, and the purchase price of said
           material.  Upon review and agreement by the Buyer, Buyer shall issue
           a Purchase Order for the excess material plus a 9.5% handling charge
           and determine a disposition of the material.  Excess Material shall
           also include all other components and materials purchased by Seller
           for the manufacture of Products pursuant to a Purchase Order accepted
           by the Seller for Products that have not been completed at the time
           of termination of this Agreement for cause.

     5.5.  Buyer may, at any time, provide written notification of cancellation
           of Purchase Order Line Item balances in the event of:

           5.5.1.    Buyer accepted short shipments pursuant to Section 7.7.

           5.5.2.    Certification revocation pursuant to Section 9.9.

     5.6.  Buyer demands, and Seller acknowledges, that on-time shipments of
           Products purchased from Seller is a primary factor of Buyer's
           successful business operations.  To compensate for potential
           cancellations and expediting costs on behalf of Buyer's customers due
           to late shipments on the part of Seller, Buyer is entitled to cost
           reductions and an additional reschedule allowance (superseding
           Section 5.1) commensurate with the degree of late shipments on the
           part of Seller against accepted Purchase Orders with specified
           Delivery Dates as expressed in the following table:


                                     Page 5

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           ------------------------------------------------------------
                Days Late          Discount       Reschedule Allowance
           ------------------------------------------------------------
                   [**]              [**]                [**]
           ------------------------------------------------------------
                   [**]              [**]                [**]
           ------------------------------------------------------------
                   [**]              [**]                [**]
           ------------------------------------------------------------
                   [**]              [**]                [**]
           ------------------------------------------------------------

6.   PRICING

     6.1.  Pricing shall be reviewed by Buyer and Seller quarterly, and price
           changes will be incorporated upon completion of review, effective for
           all orders placed and released.  Price changes will not be applicable
           to any existing inventories or NCNR purchase orders that Buyer has in
           place with vendors.  Seller shall allow Buyer to verify component
           prices via on line system data using a telephone number and password,
           if applicable, supplied to Buyer by Seller.  Should further audits be
           deemed necessary by Buyer, Buyer may request an audit of invoices
           from Seller's vendors upon reasonable notification to Seller by
           Buyer.  The component, material, and labor pricing agreed upon as a
           result of these quarterly reviews shall be based on actual costs,
           firm for all orders placed during the next three months, except as
           referenced for cost reductions under Section 6.3.

     6.2.  Gross material mark-up will be determined on a step scale based on
           the average total annual volume, expressed in U.S. Dollars, averaged
           on a quarterly calendar basis.  The following table shall be
           referenced:

           ------------------------------------------------------
           Average Annual Volume        [**]      [**]      [**]
           ------------------------------------------------------
           Gross Material Mark-Up %     [**]      [**]      [**]
           ------------------------------------------------------

     6.3.  Buyer and Seller will make every reasonable effort to reduce costs in
           their respective areas.

           6.3.1.    Seller driven Cost Reductions

                     Buyer and Seller agree that Seller driven cost reductions
                     will be [**] for the following six months.  After the six
                     month time period, the Product's component/material price
                     will be reduced to actual cost plus the agreed upon mark-
                     up.

                     (Seller driven cost reduction example: Seller recommends a
                     new manufacturer's part which is acceptable to the Buyer
                     and which is added to the Buyer's AML per the Buyer's
                     Source Control process.  This part change reduces the
                     Product cost by [**].  The Product cost during the next six
                     months will only be reduced by [**], thus earning the
                     Seller an extra   [**] profit per Product required and
                     shipped to Buyer during this time period.)

** Confidential treatment has been requested with respect to the information
contained  within the "[**]" markings.  Such marked portions have been omitted
from this filing and  have been filed separately with the Securities and
Exchange Commission.


                                     Page 6

<PAGE>

           6.3.2.    Buyer Driven Cost Reductions

                     Seller agrees to use best efforts to implement Buyer
                     arranged cost reductions, whether due to manufacturer or
                     supplier substitution, subject to invoice offsets if
                     delayed beyond the following maximum time limits (excluding
                     custom materials and components under MOQ controls when
                     inventory accumulation was the result of Buyer reschedules
                     and subject to Buyer verification):

                     6.3.2.1. When existing materials are on order and subject
                              to cancellation charges, Buyer cost reductions
                              must occur within 75 days of notification (i.e.,
                              fifteen (15) days for reaction time plus thirty
                              (30) days for existing orders and thirty (30) days
                              for kitting and manufacturing lead time except for
                              excess material due to any Buyer initiated
                              reschedule or material on order under NCNR terms.

                     6.3.2.2. When Buyer's arrangements (e.g., VPA, etc.) permit
                              price effectivity on existing orders,  Buyer cost
                              reductions must occur within 45 days of
                              notification (i.e., fifteen (15) days for reaction
                              time plus thirty (30) days for kitting and
                              manufacturing lead time) except for excess
                              material due to any Buyer initiated reschedule or
                              material on order under NCNR terms.

     6.4.  Engineering changes shall be set forth in written ECOs furnished by
           Buyer to Seller.  Seller shall evaluate the ECO for cost and/or
           schedule impact within ten (10) business days of the date of ECO
           receipt, based on Buyer's indicated ECO implementation requirements.
           Buyer shall be advised of all potential price and/or schedule impacts
           incurred by Seller in connection with such changes.  Seller shall not
           commence implementation of engineering changes which have a price
           and/or schedule impact until written approval has been received from
           Buyer authorizing all price and/or schedule impacts.  ECO
           implementations shall occur as appropriate to the ECO dispositions
           indicated in the following sections:

           6.4.1.    UAI dispositions shall be implemented upon exhaustion of
                     affected inventory immediately following the effectivity
                     date of the ECO and shall not have applicable rework or
                     excess inventory charges.

           6.4.2.    P/I dispositions shall be implemented upon the next
                     scheduled production run immediately following the
                     effectivity date of the ECO.

           6.4.3.    RWK dispositions shall be implemented immediately following
                     the effectivity date of the ECO and are applicable to all
                     affected inventory (i.e., WIP, FGI and Safety Stock)
                     regardless of processing state.


                                     Page 7

<PAGE>

     6.5.  Buyer shall be responsible for all freight, duties, insurance, and
           other external shipping costs incurred by Seller, in addition to the
           unit prices payable pursuant to Section 6.1, in connection with the
           Products shipped to Buyer.  However, in the event that Product is not
           available by the specified Delivery Date indicated on accepted
           Purchase Orders, Seller may, at the sole discretion of Buyer, be
           liable for freight expediting charges required to achieve the
           specified Delivery Date.  Such expediting charges would be charged as
           offsets to existing invoices.

7.   DELIVERY

     7.1.  The risk of loss and title to Products shall pass to Buyer at FOB
           shipping point.

     7.2.  Seller shall package each Product according to written specifications
           supplied by the Buyer.  Seller shall take reasonable steps needed to
           insure maximum protection from damage due to handling, ESD and other
           hazards which might occur during handling and transit.

     7.3.  A packing list will accompany each shipment and include, at a
           minimum, the; purchase order number, Buyer's part number, revision,
           serial numbers, quantity, quantity back-ordered, date of shipment,
           country of origin, manufacturer's affidavits of all American made
           components, and foreign assemblers declaration.

     7.4.  Buyer shall designate the carrier and method of all shipments.  Buyer
           may withhold authorization to carrier for shipment acceptance in the
           event of partial availability of Products (Section 7.7) or written
           consolidation requirements expressed at time of Purchase Order
           acceptance (Section 4.4).

     7.5.  Seller shall notify Buyer of Products ready for shipment at least two
           (2) days prior to actual shipment.  All shipments are to receive
           written authorization prior to release to the designated carrier; a
           copy of which will be sent to the designated carrier by Buyer.

     7.6.  Seller shall deliver Products in accordance with the scheduled
           Delivery Dates set forth in any Purchase Order issued and accepted in
           conformity with this Agreement.  Seller shall ship to the locations
           designated by Buyer.  Seller shall schedule delivery and initiate
           shipment so Products reach the Buyer's facility in a window from
           three (3) days prior to the scheduled Delivery Date to zero (0) days
           past the scheduled Delivery Date.  Buyer shall be notified of
           shipment by facsimile transmission to Buyer of a copy of the Packing
           List or other agreed upon document within twenty-four (24) hours of
           actual shipment of Products.  Any delay in notification to Buyer
           shall defer invoice payment by a corresponding period.  Shipping
           notification will include, at a minimum, the Purchase Order number,
           Buyer's part number, revision, quantity shipped, quantity back-
           ordered, date of shipment and components that are of US domestic
           origin and their value.  Seller will not ship any of the Buyer's


                                     Page 8

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           Products short any components without Buyer's written authorization.

     7.7.  Seller will not ship less than 100% of the total quantity of Products
           ordered per Purchase Order line item nor ship more than the total
           quantity of Products ordered per Purchase Order line item without the
           written approval of Buyer.

8.   PAYMENT TERMS

     8.1.  Payments shall be made in U.S. dollars Net thirty (30) days from the
           date of invoice, subject to offsets due to late shipment notification
           (Section 7.6), and sent to the following address:

           CMC Mississippi Inc.
           1801 Fulton Drive
           Corinth, MS  38834

     8.2.  If Buyer disputes the amount due pursuant to any invoice, the Buyer
           may only withhold payment of the amount in dispute, if the Seller is
           notified in writing of the dispute in question within twenty-five
           (25) days of receipt of the subject invoice.  Otherwise, payment
           shall be made in full as required by this Section.

     8.3.  Each party shall refund any disputed amount already paid to the other
           party after receipt of satisfactory supporting evidence.  In no case
           shall any adjustment, refund, or credit be issued for any items after
           six (6)  months following the original date of the subject invoice,
           unless such items are called to the attention of the Seller in
           writing within six (6) months following the original date of the
           subject invoice or are as a result of defects covered under Warranty
           in Section 11.

     8.4.  All invoices will be in writing and contain, at a minimum, the
           following information; Buyer's invoice and ship-to address, Buyer's
           purchase order number, Product or service description, quantity of
           goods shipped, unit and extended price, and method of shipment.

9.   PRODUCT QUALITY STANDARDS; BUYER'S REMEDY FOR NON-CONFORMANCE

     9.1.  Buyer and Seller hereby agree to mutually establish the standards of
           Product quality as set forth in this section ("Quality Standards").
           Seller shall adopt the processes and procedures for quality control
           as set forth herein ("Quality Control Tests") and Buyer shall adopt
           the processes and procedures for incoming inspection of Products as
           set forth herein ("Incoming Inspection").  At a minimum, Buyer
           expects Products to be built to the latest issue of the following
           acceptable industry and workmanship standards;


                                     Page 9

<PAGE>

           9.1.1.    IPC-A-610 Class 2 (Acceptability of Electronic Assemblies),

           9.1.2.    IPC-S-815 Class 2 (SMT - Acceptability of Electronic
                     Assemblies),

           9.1.3.    IPC-R-700 (Guidelines for modification and repair of PCB's
                     and Assemblies),

           9.1.4.    IPC-A-600 (Acceptability of Printed Boards),

           9.1.5.    BABT 340 approved production Quality Assurance schemes on
                     all manufacturing processes used for Products in Buyer's
                     multiplexer applications.  Buyer to provide written
                     notification to Seller in the event that Products are not
                     intended for multiplexer applications such that Seller can
                     obtain appropriate BABT certification for said
                     applications.

     9.2.  Prior to each shipment of Products to the Buyer, Seller shall perform
           Quality Control Tests as specified herein.  Buyer, or Buyer's
           authorized representative, may inspect Seller's manufacturing and
           quality control facilities at any reasonable time upon advance
           notice.  Upon request, Seller will provide Buyer with access and
           copies of Seller's quality control documentation applicable to
           Products in process and previously shipped to Buyer.  Buyer's
           personnel shall comply with Seller's security and safety regulations
           while on Seller's premises.

     9.3.  All Products ordered by Buyer pursuant to this Agreement shall be
           subject to an Incoming Inspection by Buyer at the Products'
           destination or at the Seller's facilities; as determined by Buyer.
           The Buyer shall accept all Products which pass such Incoming
           Inspection.  Upon discovery of non-conforming Products, Buyer shall
           supply Seller with written notice of such rejection consisting of, at
           a minimum, a DMR indicating the specific discrepancies.  All Products
           not explicitly rejected within ninety (90) days pursuant to this
           Section 9.3 shall be deemed to be accepted.  Such Incoming Inspection
           will include, at a minimum, the following conformance expectations
           for acceptance:

           9.3.1.    Workmanship failures, as agreed by both parties, in excess
                     of 1000 PPM shall be rejected.  PPM will be based on number
                     of opportunities for error per assembly.

           9.3.2.    Component failures in excess of 3.4 PPM on ICT tested
                     Products shall be rejected if attributable to the assembly
                     process.

     9.4.  Upon receipt of notice of rejection, Seller shall, within two (2)
           days of such notice of rejection, verify indicated failure(s) and/or
           cause(s) for rejection and either:

           9.4.1.    provide Buyer with a RMA number authorizing the Buyer to
                     return such


                                     Page 10

<PAGE>

                     rejected Products to Seller for credit at Seller's expense
                     and pursuant to which Seller may designate a carrier and
                     method of shipment, or

           9.4.2.    replace such rejected Products and request Buyer to dispose
                     of such rejected Products at Sellers cost.

     9.5.  In the event that Seller elects to provide Buyer with a RMA number,
           Buyer may, request replacement or repair of the rejected Products and
           shall arrange for shipment of the rejected Products to the Seller,
           freight collect, within seven (7) days of receipt of the RMA number.
           Seller shall, within seven (7) days of receipt of the Product, repair
           or replace such Product, at Seller's option, and return it to the
           Buyer, freight prepaid.

     9.6.  In the event that Seller receives the rejected Products from Buyer
           and determines, by means of performance of additional Quality Control
           Tests on the rejected Products and/or other evidence, that the
           alleged defects in the Products are not the result of failure to meet
           the applicable Quality Standards on the part of the Seller, Seller
           shall repair or replace such Products in a timely manner and invoice
           the Buyer for the full expenses associated with such repair or
           replacement, including all costs associated with shipping such
           Products to the Seller and return the Products to Buyer freight
           collect.

     9.7.  If Seller cannot meet the required turn around time specified by
           Buyer in regards to reworking or replacing the rejected material, or
           if it is more beneficial to either the Buyer or the Seller, the
           Seller may authorize Buyer, and Buyer may accept the responsibility,
           to "rework" rejected Product at Buyer's facility, or at another local
           subcontractor.  Buyer will consequently be authorized to charge back
           to Seller the cost of all such rework.

     9.8.  Buyer's remedies as set forth in this Section 9 shall be Buyer's sole
           remedies with respect to the non-conformance of Products with any
           requirements, terms or conditions of or pursuant to this Agreement.

     9.9.  Seller shall maintain ISO9002 and BABT certification at all times
           throughout the term of this agreement.  If at any time either of
           these certifications are challenged, temporarily suspended or
           revoked, Buyer shall immediately be notified.  Revocation of these
           certifications are sufficient reason for Purchase Order cancellation
           for cause.

10.  SAFETY STOCK

     10.1. Seller, on a rolling FIFO basis, will carry in stock one additional
           two weeks quantity of assembled Product available for shipment within
           twenty-four (24) hours of notification by Buyer.  Seller shall bring
           the Product safety stock quantities back up to their required level,
           within twelve (12) weeks of usage/shipment of Product to


                                     Page 11

<PAGE>

           Buyer.  However, Safety Stock restoration has priority over Purchase
           Order shipments and therefore, based on the sole discretion of the
           Buyer, Seller may be so instructed to defer scheduled shipments such
           that Safety Stock is returned to its required level.

     10.2. The two week safety stock quantity will be based on the Product's
           average one month requirement as derived from the eight (8) month SOF
           and expressed on Buyer's Safety Stock Purchase Order as modified
           periodically by Buyer.  Quantities are to be reviewed monthly by
           Buyer and Seller.  Product Safety Stock Inventory amounts shall not
           be greater than two (2) week's average production release plus an
           additional 10% or be less than two (2) week's average production
           release minus 10% except during the eight (8) week period immediately
           following an adjustment to the Safety Stock Purchase Order when
           modified by Buyer.  Product Safety Stock Inventories are quantities
           above and beyond the production requirement schedule.

11.  WARRANTY

     11.1. Warranty by Seller.

           11.1.1.   The following warranty for Products is in lieu of all
                     conditions or warranties, express or implied, including,
                     but not limited to, any implied conditions or warranties of
                     merchantability or fitness for a particular purpose on the
                     part of the Seller.

           11.1.2.   Seller warrants that, upon delivery and for a period of one
                     (1) year following receipt of a Product by Buyer's
                     customer, such Product will be free from defects in
                     workmanship for work which was performed by Seller.

     11.2. Warranty by Buyer

           Buyer warrants that, at the time of delivery of consigned materials
           and tools (as defined in Section 12 hereof) to Seller, Buyer has free
           and clear title to the consigned materials and tools.  Buyer warrants
           the consigned materials and tools against faulty workmanship and
           materials, that they meet applicable specifications and that the
           tools perform the functions on which the Seller will rely to
           manufacture the Products.  Buyer warrants and represents that it is
           the owner of any and all proprietary rights in the information
           provided to Seller in order to manufacture the Products, and that the
           Buyer has the unqualified right to make available to the Seller the
           consigned materials, tools, and other information, including
           drawings, designs and specifications, for use by the Seller
           thereunder, and to grant licenses, if required, under the terms of
           this Agreement.  Buyer shall indemnify Seller, its employees, agents,
           shareholders, licensees, sub-licensees, successors and assigns from
           any and all damages, costs and liabilities incurred by any of them
           arising out of the breach of the foregoing warranty by Buyer.


                                     Page 12

<PAGE>

     11.3. Seller agrees that any rights it may have against any supplier of
           components or other materials used in Products manufactured
           hereunder, which rights arise out of a breach of any warranty of
           supplier with respect to such materials or components be subjugated
           to Buyer.

     11.4. Seller warrants to Buyer that the manufacturing services will conform
           to Buyer's applicable specifications at the time of delivery of the
           Products.  Seller will transfer to Buyer any and all transferable
           warranties and indemnities Seller receives from the manufacturer of
           the electronic or other components/materials.

12.  LIMITATION OF LIABILITY

     12.1. In no event shall Seller be liable in connection with the performance
           or nonperformance of this agreement for indirect, incidental or
           consequential damages, loss of profits, loss of use or data or
           interruption of business, whether such alleged damages are labeled in
           tort, contract, warranty or indemnity, even if Seller has been
           advised of the possibility of such damages; and in no event shall
           Seller's liability arising out of the performance or nonperformance
           of this agreement, whether arising out of contract, tort (including
           negligence and strict liability) under any warranty, indemnity or any
           other legal or equitable form of action, exceed the aggregate
           purchase price paid by the Buyer for such Products under the
           agreement.

     12.2. Seller is performing work pursuant to specifications provided by
           Buyer; therefore, Seller shall not be liable for the technical
           adequacy or design of the Products, nor shall Seller be liable for
           the safety or regulatory compliance of the Products, including, but
           not limited to, ensuring the Product meets applicable government or
           responsible agency regulations.  Buyer agrees to indemnify and save
           Seller harmless from and against all losses, expenses or damages
           arising out of any claim resulting from Seller's compliance with
           Buyer's specifications.

13.  TOOLING AND TEST EQUIPMENT

     The tooling, test equipment and other items identified in Exhibit I
     ("Tools") are property of Buyer.  The parties agree to the following
     provisions with respect to the Tools listed under Exhibit I:

     13.1. Seller expressly agrees that all Tools are the property and assets of
           Buyer.  Seller shall not assign, lease, license, pledge, loan,
           mortgage or otherwise part with possession or the right to possess
           the tools.  Seller shall allow no claims, encumbrances or liens with
           respect to the Tools and shall not state or imply to any third party
           that Seller is the owner of the Tools.

     13.2. Seller agrees that all Tools will be used only to manufacture Buyer's
           Products, unless otherwise approved by the Buyer.


                                     Page 13

<PAGE>

     13.3. The Seller agrees that it will follow normal industrial practice in
           the identification and maintenance of the property control records on
           all such tooling, and will make such records available for inspection
           by the Buyer at all reasonable times.  This includes annual
           calibration requirements imposed by Buyer.  All such reasonable labor
           costs associated with maintenance shall be absorbed by Seller.  All
           material costs associated with maintenance will be the responsibility
           of Buyer.  After the termination or completion of such order(s) and
           upon the request of the Buyer, the Seller shall furnish a list of
           such tooling in the form requested and shall make such tooling
           available for disposition by the Buyer.

     13.4. Seller shall make available to Buyer the following equipment for the
           purpose of enhanced ICT and functional testing of Products as desired
           by Buyer: 1) Hewlett Packard 3070 with POTS option, 2) Rod-L High
           Potential Tester.

14.  DEFAULT - DUE ON DEMAND

     14.1. If either party becomes insolvent, ceases to do business, or becomes
           a party to any bankruptcy or receivership proceedings, the other
           party may, with or without previous written notification to the first
           party, declare this Agreement terminated upon written notification to
           the first party.

     14.2. If either party shall be in default with respect to any of its
           obligations herein, the other party may notify the defaulting party
           in writing specifying the nature of the default; and if such default
           is not cured within thirty (30) days after the receipt of such
           notice, the notifying party may terminate this Agreement as of the
           effective date of notice of termination provided to the defaulting
           party.

     14.3. In the event this Agreement is terminated pursuant to this Section
           14, Buyer shall forthwith pay to Seller

           14.3.1.   all outstanding invoices,

           14.3.2.   the per unit price for all completed but un-shipped
                     Products as of the termination, plus freight and other
                     charges hereunder,

           14.3.3.   a negotiated price mutually agreed by both Buyer and Seller
                     for all work in process, and

           14.3.4.   the cost of all Excess Materials ordered plus 9.5% for
                     released purchase orders.

     14.4. Seller is to return all "tools", drawings, and other consigned or
           proprietary material or information to Buyer.  Terminating Party's
           rights pursuant to this Section 14 are in addition to all other
           remedies provided by law or equity.


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<PAGE>

15.  LIAISON

     Each party designates the person below as its primary representative that
     the other party may contact for exchanging information concerning this
     Agreement.  Either party may change its representative by written notice to
     the other.

     Buyer:     Premisys Communications, Inc.     Seller:   CMC Mississippi Inc.
                48664 Milmont Drive                         1801 Fulton Drive
                Fremont, CA  94538                          Corinth, MS  38834

     Phone:     (510) 353-7660                    Phone:    (800) 359-2928

     Attn:      John Scheff                       Attn:     Al Laffoon

     Title:     Director of Materials             Title:    Sr. V.P. Program
                                                            Management

16.  NOTICE

     16.1. Except as otherwise provided in this Agreement, all notices,
           requests, consents and other communications hereunder shall be in
           writing, shall be addressed to the receiving party's address set
           forth below or to such other address as a party may designate by
           notice hereunder, and shall be either

           16.1.1.   delivered by hand,

           16.1.2.   made by telex, telecopy or facsimile transmission,

           16.1.3.   sent by overnight courier, or

           16.1.4.   sent by registered mail, return receipt requested, postage
                     prepaid.

     If to Seller:

                     CMC Mississippi Inc.              Attn:     Al Laffoon
                     1801 Fulton Drive                 Phone:    (800) 359-2928
                     Corinth, MS  38834                Fax:      (601) 287-3469

     If to Buyer:    Premisys Communications, Inc.     Attn:     John Scheff
                     48664 Milmont Drive               Phone:    (510) 353-7660
                     Fremont, CA  94538                Fax:      (510) 353-7601

     16.2. All notices, requests, consents and other communications hereunder
           shall be deemed to have been given either


                                     Page 15

<PAGE>

           16.2.1.   if by hand, at the time of the delivery thereof to the
                     receiving party at the address of such party set forth
                     above,

           16.2.2.   if made by telex, telecopy or facsimile transmission, at
                     the time that receipt thereof has been acknowledged by
                     electronic confirmation or otherwise,

           16.2.3.   if sent by overnight courier, on the next business day
                     following the day such notice is delivered to the courier
                     service, or

           16.2.4.   if sent by registered mail, on the 5th business day
                     following the day such mailing is made.

17.  EXHIBITS

    The following document(s) are attached to and made a part of this Agreement:

     Exhibit I       Tools

18.  TERMINATION

     This Agreement may be terminated by either party upon one hundred-twenty
     (120) days prior written notice.  In the event of such termination, Seller
     shall continue shipment of all orders accepted prior to the date of such
     notice, and Buyer shall remain obligated to accept and pay for such
     deliveries at the agreed-upon price, and to be liable for payment for all
     Excess Material pursuant to Section 5.4 hereof.

     18.1. This agreement may be terminated immediately for cause by either
           party in the event the other party:

           18.1.1.   Shall become insolvent;

           18.1.2.   Ceases to function as a going concern;

           18.1.3.   Fails to perform any of its obligations hereunder so as to
                     be in default and fails to cure said default within thirty
                     (30) days after written notice hereof.

     18.2. Notwithstanding termination of this agreement, Buyer shall be liable
           for payment for all Products pursuant to orders accepted by Seller
           and for all Products delivered to and accepted by Buyer prior to the
           effective date of termination of this agreement.

19.  GENERAL PROVISIONS

     19.1. Entire Agreement; Amendment


                                     Page 16

<PAGE>

           This document and its Exhibits contain the entire Agreement between
           the parties relating to the subject matter hereof.  All prior or
           contemporaneous agreements, written or oral, between the parties
           regarding the Products and services are superseded by this Agreement.
           This Agreement may not be modified except by written document signed
           by an authorized representative of each party.

     19.2. Force Majeure

           Neither party shall be liable for delay or defaults due to fire,
           weather, riot, strikes, acts of God, acts of the public enemy, or
           other similar unforeseeable events or causes beyond the reasonable
           control and without the fault or negligence of the party incurring
           such delay.

     19.3. Waiver

           No term of this Agreement shall be considered waived and no breach
           excused by either party unless made in writing by the other party.
           No consent, waiver, or excuse by either party, express or implied,
           shall constitute a subsequent consent, waiver or excuse.

     19.4. Nonassignment

           Neither party shall assign this Agreement without the consent of the
           other party provided, however, that either party may assign this
           Agreement and its rights hereunder, without the consent of the other,
           to its parent corporation or any subsidiary or corporate affiliate of
           it.

     19.5. Governing Law and Language.

           This Agreement shall be governed by California law, without reference
           to conflict of laws principles (and specifically excluding the United
           Nations Convention on Contracts for the International Sale of Goods),
           and is in the English language only, which language shall be
           controlling in all respects.  All communications and notices to be
           made or given pursuant to this Agreement shall be in the English
           language.

     19.6. Arbitration.

           Any dispute arising out of or relating to this Agreement, or the
           interpretation, making, performance, breach or termination thereof,
           shall be finally settled by binding arbitration in San Francisco,
           California under the Rules for International Arbitration of the
           American Arbitration Association, by three arbitrators reasonably
           familiar with the technology and business pertaining to the products
           covered by this Agreement, appointed in accordance with said Rules.
           The arbitrators shall apply


                                     Page 17

<PAGE>

           California law to the merits of any dispute or claim, without
           reference to rules of conflicts of law.  The arbitration and all
           pleadings and written evidence shall be in the English language.
           Judgment on the award entered by the arbitrator may be entered in any
           court having jurisdiction thereof.  Notwithstanding the foregoing,
           the parties may apply to any court having jurisdiction for a
           temporary restraining order, preliminary injunction, or other interim
           or conservatory relief, without breach of this arbitration agreement
           and without any abridgment of the power of the arbitrator.

     19.7. Severability

           If any provision of this Agreement is held invalid, illegal or
           unenforceable, the validity, legality and enforceability of the
           remaining provisions shall not in any way be affected or impaired.

     19.8. Headings

           All headings and captions included in this Agreement are for
           convenience of reference only and are not intended to affect the
           interpretation of any provision hereof.


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
in one or more counterparts, on the dates set forth below:


                 CMC                              PREMISYS
           MISSISSIPPI INC.                  COMMUNICATIONS, INC.
              (Seller)                             (Buyer)

By:  /s/Jack L. O'Rear                       /s/Tony Flores
   --------------------------------          --------------------------------
     (Authorized Representative)                 (Authorized Representative)

        Jack L. O'Rear                          Tony Flores
   --------------------------------          --------------------------------
             (Printed Name)                             (Printed Name)

        President                               VP of Operations
   --------------------------------          --------------------------------
                (Title)                                     (Title)

        9 Jan 97                                1/9/97
   --------------------------------          --------------------------------
                 (Date)                                     (Date)


                                     Page 18

<PAGE>

                                    EXHIBIT I

Tools

Seller shall build and maintain burn-in fixtures, high-potential fixtures and
ICT fixtures for Buyer at Buyer's request upon submission of Purchase Orders.
Such tools shall remain the sole property of Buyer and shall reside at Seller's
location until Buyer otherwise requests.


                                     Page 19