CONFIDENTIAL  TREATMENT  REQUESTED

Portions  marked  with  "****"  have  been omitted and filed separately with the
Securities  and  Exchange  Commission.

                       VIDEO-ON-DEMAND PURCHASE AGREEMENT

     This  Video-On-Demand  Purchase  Agreement  (this "Agreement") is made this
29th  day  of  March,  2001,  by  and between Concurrent Computer Corporation, a
Delaware  corporation  ("Concurrent"),  having  a  place  of  business  at  4375
RiverGreen  Parkway,  Duluth, Georgia 30096, and Comcast Cable Communications of
Pennsylvania,  Inc.,  a  Pennsylvania  corporation ("Comcast") having a place of
business  at  1500 Market Street, Philadelphia, PA 19102 setting forth the terms
and  conditions governing the sale and licensing from time to time by Concurrent
to  Comcast  of  the  VOD  Products  (defined  below).

1.   VOD  PRODUCTS;  ORDERING  PROCESS  AND  PROCEDURE

     1.1  Attachment  A  of  this  Agreement  identifies  Concurrent's  (i)
          video-on-demand  ("VOD")  equipment  (the  "Equipment")  and  (ii) VOD
          business  management  software  including,  but  not  limited  to, all
          required  third  party  software  (the  "Software") (collectively, the
          Equipment  and  Software  described  in  (i)  and  (ii)  are  the "VOD
          Products"). The VOD Products include all equipment required to design,
          install,  operate  and  maintain  a  fully functional, highly reliable
          commercial  Concurrent  VOD system. Complete system configurations and
          detailed  bills  of  materials will be determined on a system specific
          basis  and  included  in  the  terms  of  an  Order  (defined  below).

     1.2  All  purchases  by  Comcast  hereunder shall be pursuant to a purchase
          order  issued  by  Comcast  and  accepted  by  Concurrent  ("Order").
          Concurrent  shall  accept  an  Order  by  written acknowledgment or by
          commencement  of  performance.  Comcast may issue Orders by mail or by
          facsimile. All Orders shall be subject to the terms of this Agreement,
          whether  or  not  this Agreement is referenced in such Order. No other
          terms  shall  apply to an Order, unless agreed upon by both parties in
          writing.


2.   PRICES

     2.1  All  prices  and  license fees listed on Attachment B are for delivery
          FOB  Ft.  Lauderdale,  Florida  (the  "FOB  Point") and are net of all
          taxes,  duties  and  other  governmental  charges. All transportation,
          rigging  and  draying charges shall be paid by Comcast. There shall be
          added  to  the  prices  and  license  fees all taxes, duties and other
          governmental  charges, however designated, levied or based on the sale
          or  license  of  the  VOD  Products  or  their use, including, without
          limitation,  state  and local privilege or excise taxes based on gross
          revenue  and  import  or export duties, and any taxes, duties or other
          governmental  charges  or  amounts  in lieu thereof paid or payable by
          Concurrent  in  respect of the foregoing, exclusive, however, of taxes
          based  on  Concurrent's income. Any personal property taxes assessable
          on  the  VOD  Products after delivery to the carrier shall be borne by
          Comcast.  Freight charges for shipments outside the continental United
          States  shall  be  on  a  prepaid  or  collect  basis  only.

     2.2  The  pricing  specified  in  this  Agreement  includes  all reasonable
          parameters required to correctly design, install, operate and maintain
          a  fully  functional, highly reliable commercial Concurrent VOD system
          including,  but  not  limited  to, media asset loading and management,
          video  storage/pump,  DVB/ASI  and  QAM  output,  server  interconnect
          equipment/Ethernet  hubs, and all software. Equipment that is required
          to correctly design, install, operate and maintain a fully functional,
          highly reliable commercial Concurrent VOD system, that is not included
          in Attachment B to this Agreement, is the responsibility of Concurrent
          at  Concurrent's  expense.  Comcast  is not responsible for additional
          costs  required  to  provide  a  fully  functional  system except when
          Comcast  requests additional functionality from Concurrent. If Comcast
          requests  additional  functionality from Concurrents standard product,
          then Comcast and Concurrent shall agree, in writing, to the additional
          products  and  pricing  prior  to  accepting  any  changes in pricing.


<PAGE>
3.   PAYMENT  TERMS

     3.1  Payment  for  all  VOD  Products and services ordered shall be made in
          United  States  Dollars  in  two  (2)  installments  as  follows:

(a)            **** with  Comcast's  Order;  and

(b)            **** within  thirty  (30)  days  after  the  date of  delivery as
     evidenced by Concurrent's  notice  of  delivery  and  invoice.

     3.2  All  payments are to be paid to Concurrent at the address set forth in
          Concurrent's  invoice.

4.   DEPLOYMENT  COMMITMENT

     4.1  Subject  to  Concurrent's  obligation  to  provide  Comcast  a  fully
          functional,  highly  reliable commercial VOD System and to fulfill the
          conditions  precedent  set  forth  in Section 5.1 below, Comcast shall
          purchase,  between  the  date of the signing of this Agreement and two
          years  after  the  date  of the signing of this Agreement (unless such
          two-year period is extended pursuant to Section 5.2 below), sufficient
          quantities  of  VOD  Product to be deployed to two-way capable digital
          headends,  that  in  the aggregate serve **** basic cable subscribers.

5.   DEVELOPMENT,  DEPLOYMENT  AND  DELIVERY  COMMITMENTS

     5.1  On  or  prior  to  September  30,  2001, Concurrent shall complete the
          following:

          ****

          ****

          ****

     5.2  If  Concurrent  does  not  complete  all  of  the  actions  listed  in
          subparagraphs  (a),  (b) and (c) of Section 5.1 on or before September
          30,  2001, Comcast shall have the right, which may be exercised at any
          time  before the earlier of the close of business on December 31, 2001
          and  the  Completion  Date,  to  terminate  this Agreement pursuant to
          Section  19.2  ("Section 19.2 Termination"). In the event of a Section
          19.2  Termination,  all  outstanding  Orders shall terminate as of the
          effective  date of termination of this Agreement and any deposits with
          respect  to  such  orders  shall  be  returned,  and  Comcast shall be
          permitted to move any VOD Products purchased by Comcast as of the date
          of such termination to a system that meets the requirements of Section
          5.1  and  to install such VOD Products on such system, at Concurrent's
          sole  cost  and  expense.  If  Comcast  does not exercise its right to
          terminate  this Agreement pursuant to Section 19.2, and Concurrent has
          not  completed all of the actions listed in subparagraphs (a), (b) and
          (c) of Section 5.1 on or before December 31, 2001, then this Agreement
          shall  automatically  terminate  (unless  termination  is  waived  by
          Comcast)  without  any  further  action  by  either  party  hereto, on
          December  31,  2001.  If  Comcast  waives  its right to terminate this
          Agreement  pursuant  to  Section 19.2, the time periods for Comcast to
          earn  Warrants  pursuant  to  the  WIA  and  to  fulfill  the purchase
          commitment  set  forth in Section 4.1, above, shall be extended by the
          number of days elapsed between March 31, 2001 and the Completion Date.
          The  date  on  which Concurrent completes all of the actions listed in
          subparagraphs (a), (b) and (c) of Section 5.1 is referred to herein as
          the  "Completion  Date".


                                      -2-
<PAGE>
6.   TITLE  AND  RISK  OF  LOSS

     Title  to  the  Equipment  shall  pass  to Comcast upon delivery at the FOB
Point.  Title  to  Software  shall  not  pass  to Comcast at any time, but shall
remain  with  Concurrent  or its licensor.  To the extent possible, all Software
shall be delivered electronically; otherwise, the VOD Products shall be packaged
in accordance with standard commercial practices for domestic shipment and shall
be  shipped  by  means  deemed  most  appropriate  by Concurrent unless shipping
instructions  are  otherwise  specified in writing by Comcast.  Comcast shall be
responsible  for  all  risk of loss or damage or destruction to the VOD Products
from  and after delivery of the VOD Products by Concurrent to the carrier at the
FOB  Point.

7.   INSTALLATION

     Concurrent  shall  install the VOD Products in accordance with its standard
installation  procedures  and  shall perform installation tests using the System
Acceptance  Test  Procedures  (the  "SAT"),  an example of which is set forth in
Attachment  C.  Concurrent  shall  provide a written certification to Comcast of
the  successful  completion  of  the  SAT.  Comcast  shall  provide  a  suitable
installation  environment  with  all  necessary  facilities,  as  recommended by
Concurrent,  on  or  before  the scheduled date of delivery of the VOD Products.
Concurrent  shall be given reasonable access to the VOD Products upon arrival of
the  VOD Products at Comcast's installation site for the purpose of installation
and  testing  of  the  VOD  Products.  The "Installation Date" shall be the date
Concurrent furnishes Comcast with its certification of its successful completion
of the SAT.  If Comcast has not provided Concurrent with a suitable installation
environment  or installation support as required herein which results in a delay
in  commencement  of  installation, the Installation Date shall be the thirtieth
(30th)  day  following  delivery  of  the VOD Products to Comcast's installation
site.

8.   PROGRAM  MANAGEMENT;  MAINTENANCE  SERVICE;  TRAINING

     8.1  Concurrent  shall  assign  and  dedicate  a  contact  person  [program
          manager]  to manage the development, deployment and integration of the
          VOD  Products.

     8.2  Concurrent  shall provide to Comcast maintenance service and technical
          support  on  all  VOD  Products  through  the  Initial Warranty Period
          (defined  in  Section 15 below) in accordance with the terms set forth
          in  Attachment  D,  including  without  limitation  the  escalation
          procedures  outlined  in  Attachment  D.  Thereafter, Concurrent shall
          offer  Comcast  maintenance service for the VOD Products in accordance
          with  Section  8.4  below.

     8.3  Concurrent  shall  provide,  at no additional cost to Comcast, one (1)
          initial  training  session  for  each  system  where  the  Product  is
          deployed.  Additional  training  sessions  may  be  purchased  at  the
          then-current  training  price.  All training sessions shall be held at
          such times and in such places as is mutually agreed between Concurrent
          and  Comcast,  and all materials used at such training sessions may be
          duplicated  by  Comcast  for  the  sole purpose of training additional
          personnel  of  Comcast.

     8.4  After  the  Initial Warranty Period (which may be extended pursuant to
          Section15.4),  Concurrent shall charge an annual maintenance fee equal
          to the product of (x) five percent (5%) and (y) the aggregate purchase
          price  of  all  VOD  Products  delivered by Concurrent to Comcast (the
          "Maintenance  Fee").  In  consideration  of receipt of the Maintenance
          Fee,  Concurrent  shall  provide  to  Comcast  the  following:

(a)               twenty-four  (24) hours a day, seven (7) days a week telephone
                  support;

(b)               software  patches/bug  fixes  as  requested;

(c)               software  upgrades within a commercially reasonable time after
                  such  upgrades  become  available  to  Concurrent;  and

(d)               factory  parts  return/replacement (advance exchange program).


                                      -3-
<PAGE>
9.   DOCUMENTATION

     Two  (2) sets of manuals for each Product will be provided by Concurrent on
     or before the Installation Date at no cost to Comcast. Additional copies of
     such  manuals  are  available  from  Concurrent  at  prevailing  prices.

10.  HARDWARE  AND  SOFTWARE  INTEGRATION

     Concurrent shall provide to Comcast, at no additional charge, from the date
of  the  full  execution  of this Agreement until March 31, 2003, all reasonable
hardware  and  software  integration  services  required  to  provide  the fully
functional  VOD  Products,  as  described  in  Attachment  A, including, but not
limited  to,  the  following  integration:

     ****

11.  APPLICATION  INTEGRATION

     Concurrent  shall  make  available  to  Comcast  an application integration
laboratory  for  Comcast  and Concurrent to jointly develop new products such as
User  Interface  design,  interactive advertising with streaming media, Internet
Protocol  media  storage  and  streaming,  time shifted programming and personal
video  recording/streaming  to  a  television  through  a  set  top  box.

12.  CANCELLATION  OF  AN  ORDER

     12.1 Except  as  otherwise  provided in Section 19.2 below, Comcast may not
          cancel any Order after the date which is thirty (30) days prior to the
          delivery  date  for  the  VOD Products as specified in such Order (the
          "Order  Cancellation  Deadline"). If Comcast cancels an Order prior to
          the  Order  Cancellation  Deadline,  Concurrent shall use commercially
          reasonable  efforts to use the VOD Products specified in such Order to
          fulfill other Orders from Comcast or other customers; provided that to
          the  extent  that  Concurrent cannot use the VOD Products specified in
          such  Order  to  fulfill  other Orders from Comcast or other customers
          within  a  reasonable  time  frame, Comcast shall, except as otherwise
          provided  in  Section  19.2 below, pay or reimburse Concurrent for all
          costs  and  expenses  incurred  by  Concurrent in connection with such
          Equipment which are not recovered by Concurrent within such period. In
          the  event  of  any  such  cancellation of an Order prior to the Order
          Cancellation  Deadline,  Concurrent  shall use commercially reasonable
          efforts  to  mitigate  all  such  costs  and  expenses.

     12.2 Acceptance of goods for return after delivery to Comcast shall be made
          only  with prior written authorization by Concurrent and in accordance
          with  Concurrent's  standard  policies relevant to restocking charges;
          provided,  however,  that  defective  or  damaged  goods  shall not be
          subject  to  any  restocking  charges.

13.  CHANGES

     13.1 Concurrent  reserves the right, at its option, to modify or change the
          Equipment  in whole or in part, at any time prior to delivery thereof,
          in  order  to  include  electrical  or  mechanical improvements deemed
          appropriate  without  incurring any responsibility to modify or change
          any  Equipment  previously  delivered  to  Comcast  hereunder.


                                      -4-
<PAGE>
     13.2 Comcast reserves the right, at its option, to review all major changes
          of  the VOD Product, including changes to hardware and software, prior
          to  acceptance  of new products and modifications of existing products
          using  such  changes.

14.  LICENSE  OF  SOFTWARE

     14.1 The  Software  provided  hereunder  is  furnished  to  Comcast under a
          nontransferable,  nonexclusive license for use solely on the Equipment
          on  which  first  installed  for  the  sole  purpose  of operating the
          Product. In the event Concurrent furnishes to Comcast media containing
          additional  software  programs  or  routines not specified as Software
          licensed hereunder, Comcast shall make no attempt to copy or otherwise
          use  or  disclose any such additional software program or routines for
          any  purpose.

     14.2 Comcast shall not remove any copyright, trademark, proprietary rights,
          legal  or  warning  notice  included on or embedded in any part of the
          Software.

     14.3 Comcast  shall not sell, license, sublicense, rent, lease or otherwise
          transfer  or  assign  the  Software,  whether  by  operation of law or
          otherwise,  without  the  prior  written consent of Concurrent, except
          that  Comcast  may  transfer  the Software to an affiliate of Comcast,
          provided  that  the  Equipment  on which such Software is used is also
          transferred  to such affiliate and such affiliate agrees in writing to
          be  bound  by  the Software license terms set forth in this Agreement.

     14.4 No  reproduction rights in or to the Software or related documentation
          are  granted  to  Comcast under this Agreement. Comcast agrees that it
          shall  not,  and  shall  not  permit  any  other person to, except for
          archival  purposes,  copy,  reproduce,  duplicate  by  any  means,  or
          translate  into a machine language the Software or any portion thereof
          without  the prior written approval of Concurrent. Comcast also agrees
          that  it shall not, and shall not permit any other person to, compile,
          decompile,  or  reverse  engineer the Software (except and only to the
          extent  that  such  activity  is expressly permitted by applicable law
          notwithstanding this limitation), or otherwise permit the unauthorized
          use  of  the  Software.

     14.5 The  license granted hereunder to the Software shall be effective from
          the  date  of delivery of the Software and shall remain in force until
          terminated  as  provided  herein.  Concurrent  reserves  the  right to
          terminate  any  license of the Software upon written notice to Comcast
          in  the  event  that  (i) Comcast shall fail to pay any portion of the
          purchase  price  or license fee for the VOD Products when due, or (ii)
          Comcast  shall  make  any  improper  use,  transfer,  duplication  or
          disclosure  of the Software or in any other way breach this Agreement,
          provided  that  Comcast  shall  have thirty (30) days from the date of
          such notice to cure such breach. If the breach is not cured within the
          applicable  cure  period  and  the license is terminated in accordance
          with this Section14.5, Comcast shall immediately return the applicable
          Software  and  related  documentation  and  any  copies  thereof  to
          Concurrent. Comcast's right to cure any breach in accordance with this
          Section  14.5 shall not affect Concurrent's right to obtain injunctive
          relief  immediately  upon  the  occurrence  of  any  such  breach.

15.  WARRANTY/INFRINGEMENT  INDEMNITY

     15.1 Concurrent  warrants  that the Equipment shall be fully functional and
          free  from  defects  in material and workmanship, and shall materially
          conform  to  the  functional specifications set forth in Attachment A,
          for a period of **** from the Installation Date (the "Initial Warranty
          Period").  The  foregoing  warranty  shall  not  apply  unless the VOD
          Products  are  operated  in  accordance  with  Concurrent's  manuals
          furnished  with the VOD Products. Written notice of any claimed defect
          must  be  given  within  thirty  (30)  days after such defect is first
          discovered. Concurrent's obligation under such warranty is limited, at
          its  option,  to  the  repair  or  replacement  of  the  Equipment  or
          components  or  parts  thereof which do not comply with such warranty.
          Such  repair  or  replacement shall be made at Concurrent's designated
          plant  or  repair  facility,  and  shall  be  at Concurrent's expense;
          provided,  however,  that  all  transportation  and inspection charges
          covering  any such returned Equipment or component or part that proves


                                      -5-
<PAGE>
          not  to  be  defective  in  accordance with the terms of such warranty
          shall be paid by Comcast. No Equipment shall be returned to Concurrent
          until  Comcast  receives  written  instructions  regarding  return
          procedures.  The warranty in this Section 15.1 shall not extend to any
          labor  charges  for  physical  removal and/or replacement of defective
          Equipment  or  components  or  parts  thereof.

     15.2 Concurrent  warrants  that  the  Software  furnished  hereunder  shall
          perform  in material conformance with its published specifications for
          a  period  of  ****  from  the  Installation Date. In the event of any
          failure  to  so  perform, Concurrent shall, at the request of Comcast,
          use  reasonable  commercial efforts to repair or circumvent any defect
          affecting  such  performance;  provided  that  such  reparation  or
          circumvention  shall  be Comcast's sole remedy for any such failure of
          the  Software  to  perform  in  accordance  with  the warranty in this
          Section15.2.  It  is  understood that Concurrent does not warrant that
          the  Software  will  be  error-free.

     15.3 Notwithstanding anything herein to the contrary, VOD Products that are
          not  manufactured  or  developed  by  Concurrent,  but are supplied or
          sublicensed  by  Concurrent,  and  which  are  wholly  or  partially
          integrated into a system are warranted only to the extent, and subject
          to  the  terms,  of the original warranty given by the manufacturer of
          such  VOD  Products  to  Concurrent. Comcast shall give prompt written
          notice to Concurrent of any defect or failure of such VOD Products and
          provide  proof  thereof.

     15.4 Comcast  shall  have  the  right  at  any  time  it places an Order to
          purchase a twelve (12) month extension to the warranty in Section 15.1
          for  the Equipment purchased in such Order at an additional cost equal
          to the product of (x) **** and (y) the purchase price set forth in the
          Order  for  such  Equipment.

     15.5 The  warranties  set  forth  in  this Agreement shall not apply to VOD
          Products  requiring adjustments, correction, repair or replacement, or
          increase  in  service  time,  caused  by:

          (a) electrical work external to the VOD Products, or the attachment or
     use  of  accessories  or  other  devices, including networking devices, not
     furnished,  approved  or  recommended by Concurrent; or failure to properly
     maintain  the  same;

          (b)  accident,  transportation,  neglect  or  misuse;

          (c)  alterations,  including,  but  not limited to, any deviation from
     circuit  or  network  designs  or  structural  equipment  recommended  by
     Concurrent,  installation or removal of Product features not recommended by
     Concurrent,  and  all  other  modifications  not recommended by Concurrent,
     which  are  performed  by  any  person  other  than  those  authorized  by
     Concurrent;

          (d)  failure  to  provide  and  maintain  a  suitable  installation
     environment with all facilities specified by Concurrent (including, but not
     limited  to,  failure of, or failure to provide, adequate electrical power,
     air-conditioning,  humidity  control)  or from use of supplies or materials
     not  meeting  Concurrent's  specifications;

          (e)  repair  or replacement of consumable supplies or parts which have
     reached  the  end  of  their  useful  life;  or

          (f)  the  use of a Product for other than the purposes for which it is
     designed.

     15.6 CONCURRENT  MAKES  NO  REPRESENTATION OR WARRANTY OTHER THAN THOSE SET
          FORTH  IN  THIS  AGREEMENT. THE WARRANTIES SET FORTH IN THIS AGREEMENT
          ARE  EXPRESSLY  MADE  IN  LIEU  OF  ALL  OTHER  WARRANTIES, EXPRESS OR
          IMPLIED,  INCLUDING,  BUT  NOT  LIMITED  TO,  ANY  EXPRESS  OR IMPLIED
          WARRANTY  OF  MERCHANTABILITY  OR  FITNESS  FOR  A PARTICULAR PURPOSE.


                                      -6-
<PAGE>
     15.7 Concurrent  shall, at its expense, defend, indemnify and hold harmless
          Comcast  from  and  against  any  claim  of infringement of any United
          States  patents  or  copyrights  by  any  VOD Products manufactured or
          developed  by  Concurrent,  provided  that  (i) Concurrent is promptly
          informed  in  writing  of  such  claim  and  furnished  a copy of each
          communication,  notice  or  other  action  relating  to  the  alleged
          infringement,  (ii) Concurrent shall have control over the defense and
          negotiations for a settlement or compromise, (iii) Concurrent is given
          all  reasonable  authority,  information  and  assistance from Comcast
          necessary to defend or settle such suit or proceeding (at Concurrent's
          expense),  and  (iv) Comcast incurs no obligation or liability without
          the  prior  written consent of Concurrent. The foregoing obligation of
          Concurrent  does  not  apply to VOD Products or portions or components
          thereof  (a)  which  are  modified  by  persons or entities other than
          Concurrent  (or  persons  or  entities  employed  or  contracted  by
          Concurrent)  if  the alleged infringement relates to such modification
          unless  such modification was recommended or approved by Concurrent or
          (b)  combined with other products, processes or materials not supplied
          or recommended by Concurrent where the alleged infringement relates to
          such  combination. If any claim that Concurrent is obligated to defend
          has  occurred  or,  in  Concurrent's  opinion,  is  likely  to  occur,
          Concurrent  may,  at  its  option,  either (i) procure for Comcast the
          right to continue to use the applicable VOD Product or (ii) replace or
          modify  the  VOD  Product  so  it  becomes  non-infringing.

16.  LIMITATION  OF  LIABILITY

     Except  for  Concurrent's  obligations under Section 15.7 above, and except
for  personal  injury or tangible property damage caused by the gross negligence
or  willful  misconduct  of Concurrent in the performance of services hereunder,
Concurrent's  liability  in  contract,  tort  or  otherwise arising out of or in
connection  with  the  performance of any Product, shall not exceed the purchase
price  or  license  fee paid by Comcast with respect to such Product that is the
subject  of  the  claim.

     IN  NO  EVENT  SHALL  CONCURRENT  OR  ITS DEVELOPERS OR AFFILIATES OR THEIR
RESPECTIVE  DIRECTORS,  OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE
FOR  SPECIAL,  INDIRECT, EXEMPLARY, INCIDENTAL, MULTIPLE, CONSEQUENTIAL, OR TORT
DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF
PROFITS,  LOSS  OF SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT
OF  OR IN CONNECTION WITH THE PERFORMANCE OF ANY PRODUCT, COMCAST'S INABILITY TO
USE  SUCH  PRODUCT  OR  CONCURRENT'S  PERFORMANCE OF SERVICES HEREUNDER, EVEN IF
CONCURRENT  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES.

17.  INSURANCE

     Concurrent will provide the following insurance coverage at its own expense
     throughout  the  term  of  this  Agreement:

     (a)  Workers'  compensation  insurance,  as required by law, and employer's
          liability  insurance  with  at  least  a  **** limit, each occurrence.

     (b)  Personal  injury,  bodily  injury,  and  property  damage  liability
          insurance,  including  automobile  coverage,  with personal injury and
          bodily  injury  limits  of  not  less  than  **** each occurrence, and
          property  damage  of  at  least  ****  each.

     All  such  insurance shall be carried by companies with an A.M. Best rating
     of  at  least  "A".  All policies of insurance shall: (i) name Comcast, its
     officers,  directors,  affiliates,  subsidiaries,  employees  and agents as
     additional  insured  parties;  (ii) contain a statement that said policy is
     primary  coverage  to  Comcast  and  its  officers,  directors, affiliates,
     subsidiaries,  employees  and  agents  and  that any coverage maintained by


                                      -7-
<PAGE>
     Comcast  is  non-contributory,  for  claims  or  losses  resulting from the
     negligence  of  Concurrent;  and (iii) provide that such policy will not be
     cancelled  or  amended except after thirty (30) days advance written notice
     to  Comcast,  mailed  to  the  address  indicated  herein.


18.  CONFIDENTIALITY

     18.1 It  is anticipated that each party may be required to exchange certain
          confidential information ("Information") to the other in the course of
          performing this Agreement. From the date of disclosure, and until ****
          years  following such date, the recipient of Information ("Recipient")
          shall  maintain  the Information in confidence and use the Information
          solely  to  perform  its  obligations or enforce its rights under this
          Agreement,  using  at  least  the same degree of care as it employs to
          protect  its own confidential information of a similar nature, but not
          less than a reasonable standard of care, provided that the Information
          is identified in writing as confidential at the time of disclosure, or
          if  orally  disclosed,  is  identified  as confidential at the time of
          disclosure and confirmed in writing within twenty (20) days after such
          oral  disclosure.  Recipient  shall  have no obligation hereunder with
          respect  to  any  Information  that  is:

          (a)  generally  known  to  the  public  at  the time of disclosure, or
     becomes  known  to  the  public  without  breach  of  this  Agreement;

          (b)  known  to  the  Recipient  prior  to  the  disclosure,  or  is
     independently developed by the Recipient without reference to or use of any
     other  portion  of  the  Information;

          (c)  obtained  by  the  Recipient in good faith from a third party not
     under  obligation of secrecy to the disclosing party (hereafter referred to
     as  "Disclosing  Party");  or

          (d)  the  subject  of  a court or government agency order to disclose,
     provided  that  the Recipient gives prompt written notice to the Disclosing
     Party  to  allow  the  Disclosing  Party  to  contest  such  order.

     The  Recipient  shall  have  the  burden  of  proving that any of the above
exceptions  apply  by  means  of  documentary  evidence  available  at  the time
Recipient  claims  the  exception  first  became  applicable.

     18.2 Title  to  all  tangible  forms  of  the  Information,  and all copies
          thereof,  shall  be  and remain with Disclosing Party. Recipient shall
          not  copy or otherwise reproduce, in whole or in part, any Information
          without the prior written authorization of Disclosing Party, except as
          may  be reasonably necessary to fulfill the purpose of this Agreement.
          Recipient  shall not disclose any Information to any third party other
          than  its  officers,  directors, employees, agents and representatives
          having  a need to know such Information to support performance of this
          Agreement,  provided  that  each  such  party given access to any such
          Information  is  subject  to a written confidentiality agreement whose
          terms  are substantially similar to this Section 18.2. Recipient shall
          promptly  return or destroy all tangible forms of the Information, and
          copies thereof, upon Disclosing Party's request or termination of this
          Agreement,  and  if  such  Information  is  destroyed,  shall promptly
          provide  evidence  reasonably  satisfactory to the Disclosing Party of
          such  destruction.

     18.3 It  is  understood, however, that Concurrent has performed substantial
          development  relating  to  the design and manufacture of digital video
          and  other  products, and that Concurrent has relationships with other
          companies  which  may  be  competitors  of  Comcast.  It  is  further
          understood  that  Comcast  has relationships with other companies that
          may  be competitors of Concurrent. Neither this Agreement, nor receipt
          of  Information  hereunder,  shall  limit  either  party's independent
          development, manufacture or marketing of products or systems involving
          technology  or  ideas similar to the VOD Products or other products or
          systems  disclosed  in  any  Information  or  otherwise, nor will this
          Agreement  or  receipt  of  Information hereunder prevent either party
          from  entering  into  discussions  or  agreements  for the purchase or
          licensing  of  products  or  systems  similar to the VOD Products with
          third  parties,  including  competitors  of  the  other  party.


                                      -8-
<PAGE>
19.  TERM  AND  TERMINATION

     19.1 This  Agreement  will  become  effective  as  of  the date first above
          written  and,  unless  earlier  terminated  in  accordance  with  this
          Agreement,  will  continue,  unless extended pursuant to the following
          sentences,  until  March 31, 2004. At the sole option of Comcast, this
          Agreement  may  be  extended  for  one  (1)  term  of  **** years (the
          "Optional  Extension"), by giving notice of extension to Concurrent at
          least  thirty  (30) days prior to March 31, 2004. If Comcast exercises
          its  right to the Optional Extension, the terms and conditions of this
          Agreement  shall  be  extended  for  ****  years,  and thereafter will
          automatically  renew,  on each anniversary of March 31, for successive
          one-year  periods  (each  such  period,  an  "Evergreen Year"), unless
          either  party gives written notice of termination at least ninety (90)
          days  prior  to  the  beginning  of  a  new  Evergreen  Year.

     19.2 If  Concurrent  does  not complete the actions listed in subparagraphs
          (a),  (b)  and  (c)  of  Section  5.1 on or before September 30, 2001,
          Comcast  shall  have  the  right, in its sole discretion, which may be
          exercised  by  written  notice  to  Concurrent  at any time before the
          earlier  of  the  close  of  business  on  December  31,  2001  or the
          Completion  Date,  to terminate this Agreement, or if Comcast does not
          so  terminate  this  Agreement  and  Concurrent  does not complete the
          actions  listed in subparagraphs (a), (b) and (c) of Section 5.1 on or
          before December 31, 2001, this Agreement shall automatically terminate
          (unless  termination  is waived by Comcast) without any further action
          by  either  party  hereto,  on  December  31,  2001.

     19.3 Either  party  shall  be  in  default of this Agreement if such party:

     a)   fails  to  make  any  payment  required to be made hereunder when such
          payment  is  due  and such failure continues for fifteen (15) business
          days  after  receipt  of  written  notice  of  such  failure;

     b)   fails  to perform any of its material obligations under this Agreement
          (other  than  a  payment  obligation)  and  such failure continues for
          thirty  (30)  calendar  days  after  receipt of written notice of such
          failure,  or  if  such failure cannot be cured within such thirty (30)
          day period, but the defaulting party diligently pursues a cure of such
          default  during  such  thirty  (30)  day  period  and thereafter, such
          failure  continues  for  sixty  (60)  calendar  days  after receipt of
          written  notice  of  such  failure;

     c)   assigns  this  Agreement,  or  any  obligation  or  right  under  this
          Agreement, to a third party that is not an Affiliate of such party; or

     d)   becomes insolvent or makes an assignment for the benefit of creditors,
          or a receiver or similar officer is appointed to take charge of all or
          part  of  that  party's  assets.

     In the  event  of  a  default, the  non-defaulting  party may terminate the
          Agreement  and  any  outstanding  Orders  by  written  notice  to  the
          defaulting  party.

     19.4 Termination  or  expiration of this Agreement shall not relieve either
          party  of  any  of  its  then-accrued  obligations,  including without
          limitation the obligation to pay for delivered VOD Products or for any
          then-applicable  cancellation  charges pursuant to this Agreement. For
          avoidance  of  doubt,  Comcast  shall  have  no  obligations under the
          deployment  commitment  in Section 4.1 after termination or expiration
          of  this  Agreement.



                                      -9-
<PAGE>

20.     MOST  FAVORED  CUSTOMER  PROVISION

     20.1 (a)  Subject  to  Sections 20.1(b) and 20.1(c) hereof, each of Comcast
          and  its  Affiliates  is  hereby  accorded  the right to receive "most
          favored  customer" terms and conditions from Concurrent and any of its
          Affiliates  with  respect to the purchase or licensing of VOD Products
          and  the  purchasing  of  services.

          (b)  The  "most  favored  customer"  status  afforded  Comcast and its
          Affiliates  hereunder  shall  be  applied with respect to the economic
          terms (including, without limitation, pricing and any and all kinds of
          incentives,  including, discounts and warrants and related terms) of a
          transaction by comparison of the complete economic offering of the VOD
          Products  and  services offered to Comcast or any of its Affiliates on
          the one hand and a third party on the other (regardless of the size or
          identity  of  such  third  party  or  their  ownership  interests  in
          Concurrent  or  any  of  its  Affiliates). If Concurrent or any of its
          Affiliates  on  the one hand and a third party on the other hand enter
          into  a  contract  which  causes  the  economic  effect of the overall
          contractual  relationship between Comcast or any of its Affiliates and
          Concurrent  or  any  of  its  Affiliates to be less favorable than the
          economic  effect  of  Concurrent's  or  its  Affiliates'  contractual
          relationship  with  such third party, taken in its entirety, then each
          of  Comcast  and  its  Affiliates  shall  have  the  right to have its
          economic terms with respect to the VOD Products and services, taken in
          its  entirety,  amended  such  that the economic effect of the overall
          contractual  relationship between Comcast or any of its Affiliates and
          Concurrent  or  any  of  its  Affiliates shall be on no less favorable
          terms,  taken  in  its  entirety, than Concurrent's or its Affiliates'
          contractual relationship with such third party, taken in its entirety.
          For  purposes  of  comparing  the economic terms of a transaction, the
          size of the transaction (through volume discounts or otherwise) may be
          considered,  and  Comcast  and its Affiliates must be offered economic
          terms  no  less favorable than other customers of Concurrent or any of
          its  Affiliates that purchase a similar or lesser quantity of goods or
          services.

          (c)  Subject  to  subparagraph  (d) below, the "most favored customer"
          status  afforded Comcast and its Affiliates hereunder shall be applied
          with  respect to the non-economic terms of a transaction by comparison
          (by Comcast) of the complete offering of the VOD Products and services
          to  Comcast or any of its Affiliates on the one hand and a third party
          on  the  other (regardless of the size or identity of such third party
          or  their ownership interests in Concurrent or any of its Affiliates).
          If, in Comcast's sole judgment, Concurrent or any of its Affiliates on
          the one hand and a third party on the other hand enter into a contract
          whereby  the  economic  and  non-economic terms (taken as a whole) are
          more  favorable  than  the economic and non-economic terms (taken as a
          whole)  in  a  contract between Concurrent or any of its Affiliates on
          the  one  hand and Comcast or any of its Affiliates on the other hand,
          then  each  of  Comcast  and  its  Affiliates  shall have the right to
          substitute  its  complete  offering of economic and non-economic terms
          (taken  as  a  whole)  with respect to such VOD Products and services,
          with such third party's complete offering of economic and non-economic
          terms  with  respect  to  the  VOD  Products  and services (taken as a
          whole).  For  purposes  of  comparing  the  non-economic  terms  of  a
          transaction,  the size of the transaction (through volume discounts or
          otherwise)  may  not  be  considered.

          (d)  In the event that Concurrent or any if its Affiliates enters into
          any  agreement with any other person or entity (regardless of the size
          or  identity  of such person or entity or their ownership interests in
          Concurrent  or  any  of  its  Affiliates) relating to Concurrent's VOD
          Products  or  VOD-related  products  and  services,  which  agreement
          contains  a  "most favored customer" provision that is superior to the
          provisions of this Section 20, Comcast and all of its Affiliates shall
          be  entitled  to  the benefit of such superior "most favored customer"
          provision,  regardless  of any other term of the contract in which the
          superior  "most  favored  customer"  provision  appears.

          (e) The "most favored customer" terms and conditions contained in this
          Section  20  shall  not  apply to (a) any existing customer agreements
          that  were disclosed to Comcast prior to the Closing Date in a written
          document  referring specifically to this Section 20 or (b) any special
          promotional pricing arrangements offered to potential customers (which
          shall  not  include  existing  customers unless such special promotion
          relates  to  existing  goods, products or equipment and simultaneously
          with  any  offer  to  any such existing customer Concurrent offers the
          same  special promotional pricing arrangements to Comcast with respect
          to  such  goods,  products  and  equipment),  provided  that  such
          arrangements  do  not  exceed three months in duration. Special offers
          made  available  to  any  current customers with respect to new goods,
          products,  equipment or services shall be subject to the "most favored
          customer"  provisions  set  forth  herein.

     20.2 Comcast  may,  upon  reasonable  notice  to  Concurrent,  instruct  an
          external  independent auditor reasonably satisfactory to Concurrent to
          audit  the  relevant  books  and  records  of  Concurrent  to  ensure
          compliance  with  Section  20.1; provided that such audit shall not be
          conducted  more  frequently  than annually and shall be conducted at a
          place  and  time during normal business hours reasonably acceptable to
          Concurrent  and  shall  be  conducted  in  such  a  manner  as  not to
          unreasonably  interfere  with  the  normal  business  operations  of
          Concurrent;  and  provided  further  that  Comcast and its independent
          auditors  shall  enter  into  confidentiality  agreements  reasonably
          satisfactory to Concurrent with respect to the review in such audit of
          information relating to Concurrent's contractual relationship with any
          third  party.  In the event that Concurrent violates the provisions of
          Section 20.1 in any material respect, Concurrent agrees to (i) pay the
          reasonable  expenses of the independent auditor, (ii) adjust the terms
          and  conditions  of this Agreement to give retroactive and prospective
          effect  to  the  non-economic  terms  of  the  superior  agreement, in
          accordance  with  the  requirements  of  this  Agreement, (iii) refund
          overpaid  amounts  to Comcast or its Affiliate, as the case may be, or
          apply  a  credit  in the amount of the overpaid amounts against future
          license  fees  (at  the election of Comcast or the Affiliate) and (iv)
          immediately  grant  to Comcast the improved terms or other benefits to
          which  Comcast  is  entitled.

     20.3 For  the purposes of this Agreement the term "Affiliate" shall mean an
          "affiliate,"  as such term is defined under Rule 405 promulgated under
          the  Securities  Act  of  1933,  as  amended  (the  "Securities Act").


21.  WARRANTS

     Simultaneously  with  the  execution  of  this  Agreement,  and without any
additional  consideration therefor, Concurrent and Comcast shall enter into that
certain  Warrant Issuance Agreement (the "WIA"), of even date herewith, pursuant
to  which  Concurrent  shall  issue  to  Comcast  Concurrent  Holding, Inc. (the
"Holder")  certain  warrants,  upon  the terms and subject to the conditions set
forth  in  such  Warrant  Issuance  Agreement.

22.  PUBLIC  ANNOUNCEMENT

     Concurrent  and  Comcast  shall agree on the form and content of any public
announcement  that  shall be made concerning this Agreement and the transactions
contemplated  hereby,  and  neither  Concurrent  nor Comcast shall make any such
public  announcement  without  the prior written consent of the other, except as
required  by  law.

23.  GENERAL

     23.1 Force Majeure. Neither party shall be liable for delays in performance
          -------------
          of  its obligations hereunder (other than payment obligations) arising
          out  of  or  resulting  from  causes beyond such party's control. Such
          causes include, but are not restricted to, acts of God, any government
          authority,  or  the public enemy, fires, floods, epidemics, quarantine
          restrictions,  strike,  freight  embargoes,  shortages  of  materials,
          unusually  severe  weather,  and default or delay of suppliers. In the
          event  of  such  delay,  the  date  by  which  performance of any such
          obligation  hereunder is required shall be extended for a period equal
          to  the  time  lost  by  reason  of  the  delay.


                                      -10-
<PAGE>
     23.2 Governing  Law.  This  Agreement  shall be governed by the laws of the
          --------------
          State  of  Delaware,  without  regard  to  its conflict of laws rules,
          except that the United Nations Convention on the International Sale of
          Goods  shall  not  apply  to  this  Agreement.

     23.3 Survival.  In addition to any provision of this Agreement which by its
          --------
          nature  is  intended  to  survive  expiration  or  termination of this
          Agreement,  Sections  6,  12,  14, 15, 16, 18, 19, 20, 21, 22 and this
          Section  23.3  shall  survive  the  termination  or expiration of this
          Agreement.


     23.4 Assignment.  The  rights  and  obligations set forth herein may not be
          assigned or delegated by Concurrent without Comcast's written consent,
          except  that  Concurrent  may  assign,  without the written consent of
          Comcast,  all  or  any  part of this Agreement to (i) the purchaser of
          substantially  all  of the assets of Concurrent, or (ii) the purchaser
          of  all  or substantially all of the assets of the VOD division or the
          VOD  line  of  business  of  Concurrent  or  (iii)  in  the  case of a
          consolidation  or  merger  in  which  Concurrent  is not the surviving
          entity,  to  the  surviving  entity  of  such consolidation or merger.
          Comcast  may  assign,  in whole or in part, its rights and obligations
          hereunder  to any person or entity provided that (a) Comcast furnishes
          to  Concurrent prior to such assignment written notice of the name and
          address  of  such  assignee  and  a  description  of  the  rights  or
          obligations  assigned  and  such  other  information as Concurrent may
          reasonably  request  and (b) the assignee agrees in writing reasonably
          acceptable to Concurrent concurrently with such assignment to be bound
          by  the  terms  of  this  Agreement  with  respect  to  the  rights or
          obligations assigned. Notwithstanding the foregoing, (x) no assignment
          by  a  party of any rights or obligations hereunder shall relieve such
          party  of  any  of  its  obligations hereunder and (y) Comcast may not
          assign  any  of  its  rights  or  obligations  hereunder  to SeaChange
          International,  Inc.,  nCUBE  Corporation or Diva Systems Corporation,
          unless  with  respect  to  provision  (y)  of  this Section 23.4, such
          corporation  is:  (i)  an  Affiliate of Comcast, (ii) the purchaser of
          substantially  all  of  the assets of Comcast or an Affiliate thereof,
          (iii)  the  purchaser  of  all or substantially all of the assets of a
          division  or  line  of business of Comcast or an Affiliate thereof, or
          (iv) in the case of a consolidation or merger in which Comcast or such
          Affiliate is not the surviving entity, to the surviving entity of such
          consolidation  or  merger.  Additionally,  this  Agreement  may not be
          assigned  to any party (other than to an Affiliate of the assignor) at
          any  time  on or before March 31, 2004, except in conjunction with the
          assignment  of  the  WIA.  Any  attempted assignment by a party of any
          rights  or  obligations  hereunder  in  violation of this Section 23.4
          shall be null and void. This Agreement shall be binding upon and shall
          inure  to  the  benefit  of  the  parties  hereto and their respective
          successors  and  assigns.


     23.5 Independent  Contractors.  Comcast  and  Concurrent  are  independent
          ------------------------
          contractors  and  have  no power, right or authority to bind the other
          party  or  to  assume  or  to  create an obligation or responsibility,
          express  or  implied,  on  behalf  of the other party. Nothing in this
          Agreement  shall  be  construed as creating a partnership relationship
          between  Comcast  and  Concurrent  or  as creating the relationship of
          employer  and  employee,  master  and  servant, or principal and agent
          between  the  parties  hereto.

     23.6 Waiver  and  Severability.  Any  failure  or  delay by either party in
          -------------------------
          exercising  any  right  or  remedy  provided  by  or  relating to this
          Agreement  in  one  or many instances does not constitute a waiver and
          shall  not prohibit that party from exercising such right or remedy at
          a  later  time  within  applicable  statute  of  limitations.  If  any
          provision  of this Agreement is deemed invalid by a court of competent
          jurisdiction,  it  shall,  to that extent only, be deemed omitted from
          this  Agreement.

     23.7 Notice. Any notice required or permitted by this Agreement shall be in
          ------
          writing  and shall be hand delivered, or sent by prepaid registered or
          certified  mail,  return  receipt requested (if available), or sent by
          pre-paid courier service, in each case addressed to the other party at
          the  address  shown  at  the  beginning  of  this Agreement or at such
          address  for  which  such  party gives notice hereunder. Copies of all
          notices to Comcast shall be sent to the attention of Comcast's General
          Counsel  at  the same address. Delivery shall be deemed completed upon
          receipt  or  refusal  to  accept  such  notice.


                                      -11-
<PAGE>
     23.8 Entire  Agreement.  This  Agreement,  including  all of its referenced
          -----------------
          Attachments, constitutes the entire agreement between the parties with
          respect  to  its  subject  matter. This Agreement and such Attachments
          supersede  any  terms  or  conditions  contained on Comcast's purchase
          order, sales acknowledgment or invoice and supersede all previous oral
          or  written  communications  between the parties regarding the sale or
          license of the VOD Products. Except as otherwise provided herein, this
          Agreement  may  not be modified except by a written document signed by
          an authorized representative of the party against which enforcement is
          sought.

     23.9 Dispute  Resolution.  Any  dispute  arising  out  of or related to the
          -------------------
          performance,  breach  or  interpretation  of  this  Agreement shall be
          submitted  to non-binding arbitration under the Commercial Arbitration
          Rules  of  the  American  Arbitration  Association.


                                      -12-
<PAGE>
     This  Agreement  is executed by each party's duly authorized representative
as  of  the  date  first  above  written.



                              CONCURRENT  COMPUTER  CORPORATION


                              By:     /s/  Steven  R.  Norton
                                 -----------------------------------------------
                                  Name:  Steven  R.  Norton
                                  Title:  Executive  Vice  President  and  CFO


                              COMCAST  CABLE  COMMUNICATIONS  OF
                              PENNSYLVANIA,  INC.


                              By:  /s/  Mark  Hess
                                 -----------------------------------------------
                                  Name:  Mark  Hess
                                  Title:  Vice  President  of  Digital  TV


<PAGE>
                                  ATTACHMENT A

                    THE MEDIAHAWK 2000 VIDEO-ON-DEMAND SYSTEM



      The  MediaHawk  VOD  System  is  an  end-to-end  solution  consisting  of:

-       THE  MEDIAHAWK  2000  VIDEO  SERVER

-       THE  MEDIAHAWK  BUSINESS  MANAGEMENT  SYSTEM


     8.5  MEDIAHAWK  2000  VIDEO  SERVER
          ------------------------------

     Concurrent's  MediaHawk  2000  is a scalable, high performance video server
designed  for  the  unique  and  demanding  requirements  of  interactive
video-on-demand  applications.  It is fully integrated with Scientific Atlanta's
and  Motorola's digital cable head-end, transport networks, and set top boxes as
well  a  wide  variety  of  third party VOD hardware and software products.  Its
flexible  design  provides  for  both  centralized and distributed arrangements,
allowing  servers  to  be  placed  at  the  most  appropriate and cost effective
locations.  Each  chassis  can  be  configured  to support up to 320 interactive
video  streams  at  3.8 Mbps or as few as 80 streams.  When multiple servers are
used  the  system  can be scaled to thousands of streams, supporting hundreds of
thousands of subscribers.  Video content for each server is maintained on a high
capacity,  fiber  channel  disk  array  containing  up  to 24 disk drives.  Each
chassis  can store up to 22,200 minutes of content (3.8 Mbps) or 222 full-length
movies  that  are accessible to all sessions simultaneously.  The MediaHawk disk
arrays  are  arranged  in  a  RAID level 5 configuration (4 groups of 6 drives),
delivering a high degree of fault tolerance.  Other fault tolerant features such
as  redundant  power  supplies, intelligent fans, and cross video module polling
make  the  MediaHawk  2000  an  extremely  reliable  solution.  To address space
concerns, MediaHawk's small footprint and slim height allow operators to place a
great deal of power where space is limited.  For example, four MediaHawk servers
offering  1280  streams  and  storing 888 titles at 3.8 Mbps can fit in a single
RETMA  rack.  Finally,  the  MediaHawk  2000  Video  Server  is  cost effective,
offering  superior  price/performance  and  ensuring  an  optimal  return  on
investment.

      In  Summary,  the  MediaHawk  2000  Server  offers:

   -  High  scalability:  Scales  from  80  streams  to  thousands  of  streams

   -  Multi-Platform  Integration:  Supports  both  the SA and Motorola platform
      using  the  same  hardware

   -  Flexible  Implementation:  Supports  both  centralized  and  distributed
      environments

   -  High  Density:  A  single chassis offers 320 streams and 22,200 minutes of
      storage  (Encoded  at  3.8  Mbps)

   -  Fault  Tolerance:  Intelligent  monitoring,  RAID  5 level support, and no
      single  points  of  failure

   -  Small  Footprint:  Dimensions  (17.7W  x  17.5H  x  28D)

   -  Cost  Effectiveness:  Superior  price/performance



(a)           MEDIAHAWK  2000  OUTPUT  OPTIONS
              --------------------------------

--------------------------------------------------------------------------------
64 QAM OUTPUTS      Concurrent's  MediaHawk  Servers  are  available with 64 QAM
                    outputs. The 64 QAM outputs are ITU-T J.83 -B and DigiCipher
                    II  compliant,  with  Forward Error Correction RS (128,122),
                    Interleaver  (I=128),  and Trellis Coding. The data rate for
                    64 QAM is approximately 27 Mbps on a 6 MHz bandwidth carrier
                    output centered at 44 MHz IF frequency at 30 dB power level.
                    Each  MediaHawk  server  can  be  equipped with up to 32 QAM
                    outputs.
--------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------
256 QAM OUTPUTS     Concurrent's MediaHawk Servers are available with 256 QAM IF
                    outputs.  The  256 QAM outputs are ITU-T J.83-B standard and
                    offer Forward Error Correction with programmable interleaver
                    depth.  The  data  rate  for 256 QAM is 38.8 Mbps on a 6 MHz
                    bandwidth  carrier  output.  Each  MediaHawk  server  can be
                    equipped  with  up  to  32  QAM  outputs.
--------------------------------------------------------------------------------
DVB-ASI OUTPUTS     Concurrent's  MediaHawk  Servers  are available with DVB-ASI
                    outputs. Our DVB-ASI output is capable of delivering up to 4
                    multiplexes.  The  maximum  data rate for each output is 160
                    Mbps.  Each  MediaHawk  server  can be equipped with up to 8
                    DVB-ASI  outputs.
--------------------------------------------------------------------------------
UP-CONVERTERS       Concurrent's  MediaHawk  Servers  are  designed  to  support
                    integrated up-converters. This feature will not be available
                    until  the  middle of 2001. The MediaHawk's QAM outputs have
                    been  tested  with  the  following  brands  of  third  party
                    up-converters:  Motorola  C8U, Scientific Atlanta, WaveComm,
                    Barco.
--------------------------------------------------------------------------------


                                        3
<PAGE>
MEDIAHAWK  2000  PHYSICAL  SPECIFICATIONS


--------------------------------------------------------------------------------
Mechanical  Dimensions:            17.7  inches  wide  x 17.5 inches high x 28.0
                                   inches  Deep
--------------------------------------------------------------------------------
Clearances  required:              4.0"  front (intake air) , 0" top, 0" bottom,
                                   4"  rear  (exhaust  air  and  cables)
--------------------------------------------------------------------------------
Maximum  Weight                    100  Lbs
--------------------------------------------------------------------------------
Maximum  Power  Consumption        9.0  Amps  @  115VAC
                                   4.5  Amps  @  230VAC
--------------------------------------------------------------------------------
Heat  Dissipated                   3500  BTU/hr.  (Note  that  1  ton  of  air
                                   conditioning  =  12,000  BTU/hr.)
--------------------------------------------------------------------------------
Temperature  (Operating):          50  to  95  degrees  F
                                   (10  to  35  degrees  C)
--------------------------------------------------------------------------------
Temperature  (Storage)             -40  to  149  degrees F (-40 to 65 degrees C)
--------------------------------------------------------------------------------
Humidity  (Operating):              20-80%  non-condensing
--------------------------------------------------------------------------------
Humidity(  Storage):                10-90%  non-condensing
--------------------------------------------------------------------------------
Altitude  (Operating):              0  to  10,000  feet
--------------------------------------------------------------------------------
Altitude  (Storage)                 0  to  30,000  feet
--------------------------------------------------------------------------------
Shock  (Storage)                    5Gs,  11  msec
--------------------------------------------------------------------------------
Vibration(Storage)                  1.0Gs  20-2000Hz  random
--------------------------------------------------------------------------------
Input  Voltage                      90 to 264 VAC, 47 to 63Hz  autoselecting
                                    (system chassis)
                                    48VDC  (optional,  consult  factory)
                                    (system  chassis)
--------------------------------------------------------------------------------
AC  Voltage  Frequency               47  to  63  Hz
--------------------------------------------------------------------------------


                                        4
<PAGE>
     BUSINESS MANAGEMENT SYSTEM
     --------------------------

CONCURRENT'S  SA  BASED  VOD  SOLUTION  features the PRASARA Business Management
System  (BMS),  a comprehensive content, subscriber, order, billing, and royalty
payment  system  designed  to  satisfy the needs of cable system operators.  The
PRASARA  BMS  contains  the  following  modules:

1.     CUSTOMER  ACCESS  MANAGEMENT  SYSTEM

The BMS Customer Access Management System (CAMS) collects and maintains relevant
information  about  subscribers,  including  demographics, consumer preferences,
credit card information, and billing data.  This enables cable service providers
to  track  the  services  and  features  preferred  by  customers,  maintain
transactional  records,  and  accurately  bill  subscribers.

2.     PROVIDER  ACCOUNT  MANAGEMENT  SYSTEM

The  BMS  Provider  Account  Management  System  (PAMS)  collects  and maintains
pertinent  information  about  content providers, business affiliates, and their
associated  products.  PAMS  maintains  the  information  necessary  to generate
royalty  or  commission  affidavits  for  the  providers and to communicate with
legacy accounting systems to report revenue.  PAMS includes a product management
tool  that  enables  easy maintenance (activate/deactivate, change price) of the
provider's  products  and  services.

3.     CONTENT  MANAGEMENT  SYSTEM

The  Content  Management  System  (CMS)  is used to manage the interactive media
assets  (video, audio, etc.) that will be offered using the VOD system.  The CMS
identifies  and  tracks  media  assets  through  the content staging and loading
procedures  and  ensures  that content usage complies with the contractual rules
defined  in  the  PAMS.

4.     ORDER  MANAGEMENT  SYSTEM

The  BMS  Order Management System (OMS) provides the cable service provider with
the  ability  to  process subscribers' orders and ensure the accurate routing of
fulfillment  information.  For example, when a subscriber orders VOD content the
OMS  will  receive  the  order  from  the set top box, populate the BMS database
tables,  generate  a  corresponding  fulfillment  record,  and  update the cable
billing system via the billing interface.  The OMS also supports the integration
of  ITV  and  e-commerce  applications.

5.     PROPAGATION  MANAGER

The  Propagation Manager is used to distribute content to or remove content from
remote  servers from a central operations center.  The Propagation Manager works
in cooperation with the Content Management System (CMS) and the Provider Account
Management  System  (PAMS) to ensure that availability windows are adhered to by
pro-actively  prompting the administrator to add or remove content.  Content can
be  propagated  to  all servers simultaneously or to specific servers, providing
the  cable  system  operator  a  high  degree  of  flexibility.

6.     HEALTH  MONITOR

     The  Health Monitor alerts administrators in the event of a system failure.

CONCURRENT'S  MOTOROLA BASED VOD SOLUTION features the Vivid Business Management
Tool  (BMT),  a  comprehensive  content, subscriber, order, billing, and royalty
payment  system  designed  to  satisfy the needs of cable system operators.  The
Vivid  BMT  contains  the  following  modules:

1.     CSR  CONSOLE

     The CSR console allows the entry and maintenance of subscriber information,
including  demographics,  consumer  preferences,  credit  card  information, and
billing  data.  This  enables  cable service providers to track the services and
features  preferred by customers, maintain transactional records, and accurately
bill  subscribers.

9.     SYSTEM  MANAGER

     The  System  Manager  is  used  to  enter standard and custom genres, movie
packages,  leases,  and  menu  system  types  that  are  used  to  specify  the
characteristics  of  media  assets  when  their  descriptions  are  added to the
database.

10.     DEVICE  MANAGER

The  Device  Manager  is  used  to  enter information about the VOD hardware and
applications at the network center.  This information enables the modular system
components  to  work  together.  The  Device  Manager  also  contains  a
health-monitoring  tool  that  alerts  administrators  in  the  event  of server
component  or  system  failure.

11.     CONTENT  MANAGER

The  Content  Manager is used to enter and maintain the interactive media assets
(video, audio, etc.) that will be offered using the VOD system.  It is also used
to  collect and maintain content provider information and to generate royalty or
commission  affidavits.  Content  propagation  and  removal  are also controlled
using  the  content  manager.

12.     USAGE  TOOLS

The  Vivid Business Management Tool contains a variety of usage tools that allow
cable system operators to analyze customer usage patterns and buy rates, as well
as  other  pertinent  marketing  information  related  to  VOD  services.  This
information  can be helpful in evaluating the effectiveness of various marketing
schemes  and  determining  the  optimal  cycle  for  refreshing  media  assets.

13.     SUPPORTED  BILLING  SYSTEM  INTERFACES
        --------------------------------------

     The  Vivid  BMT is integrated with a number of common cable billing systems
including  Convergys,  CSG,  and  DST/Innovis  (CableData).


                                        5
<PAGE>
     TRAINING  COURSE  DESCRIPTIONS



     MEDIAHAWK  MODEL  2000  SYSTEM  OPERATION  AND  MAINTENANCE

This  course is designed to introduce the system operator to Concurrent Computer
Corporation's MediaHawk Model 2000 video server.  A general overview is followed
by  detailed  instruction  on the installation, operation and maintenance of the
video  server.  Lecture  material  is  reinforced  with  practical  hands-on lab
exercises.

After successful completion of the course, the student will be able to identify,
configure,  and  understand  the function of all major hardware assemblies, boot
and  configure  the  MediaHawk  video  server's  VOD  Kernel, identify problems,
perform  fault isolation and system recovery procedures, and perform subassembly
removal  and  replacement.

Certification by this course provides eligibility for the user to request repair
or  exchange  of  MediaHawk  subassemblies  through  the  Concurrent  Computer
Corporation  Repair  Center.

Prerequisites:  Students are expected to have practical experience with computer
system  technology  and  the use of basic system commands in a DOS or Unix based
operating  system.  Experience  with  basic  hand  tools  and  electronic  test
equipment.

Course  Number:  MH2008
Course  Length:  ****
Cost:  ****
Location:  Atlanta,  GA



     MEDIAHAWK  BROADBAND  VOD  BACKOFFICE  BUSINESS  MANAGEMENT  SYSTEM  (BMS)


This course is designed to familiarize systems and business operations staff and
customer  service  representatives  with  the MediaHawk BackOffice BMS.  A brief
overview  of MediaHawk BackOffice BMS components is augmented by a comprehensive
review  of  system  modules  and  hands-on  lab.

The  course  instills  proficiency in establishing and managing user roles, user
access,  table  maintenance,  subscriber  account  information,  purchases  and
credits,  content  management,  reports,  general  subscriber  menus  and
troubleshooting.

Prerequisites:  Students are expected to be comfortable working within a Windows
environment.

Course  Number:  MH2009
Course  Length:  ****
Cost:  ****
Location:  Atlanta,  GA


                                        6
<PAGE>
     MEDIAHAWK  MODEL  2000  TOTAL  SOLUTION


This  course  is  a  combined  System  Operation  and Maintenance, and MediaHawk
BackOffice  BMS  and is designed to represent a Total Solution for the MediaHawk
Model  2000  Video-On-Demand  System.

Course  Number:  MH2010
Course  Length:  ****
Cost:  ****
Location:  Atlanta,  GA



     ON-SITE  AND  CUSTOM  COURSES

The  flexibility of on-site classes is provided by the Training Center for those
customers  who  want  to  enroll  a  group  of students in the same course.  The
customer  can  realize  a  substantial  savings  in  travel  costs.

Instead  of  a  customer having to pay for multiple students' travel expenses to
Concurrent, they need only cover the instructor's cost of travel and expenses to
their  site.  Even greater savings are realized for larger classes.  Besides the
differences in travel costs, savings are also realized in tuition costs when the
maximum  class  size  is  utilized.

In  addition  to these reductions in cost, there are several intangible benefits
from  choosing  on-site  courses:
Employees  will be trained on the Concurrent VOD Products for which they will be
responsible.
Multiple  employees  will  not  be  absent  from  the  customer's  facility
simultaneously.
Optimum  scheduling  can  be  achieved  based  on  customer  requirements.
On-site  instruction  includes  one  set  of  training  materials,  which may be
reproduced  by  the  customer  for the number of students enrolled in the class.
Should  the implementation of a Video-On-Demand system require training which is
not  one of the regularly scheduled courses as listed in the published schedule,
a  customized  course  can  be  prepared  and  taught  at the Training Center or
on-site.  This customized course can take the form of modifying the format of an
existing  course  or  developing  a  completely  new  course.


                                        7
<PAGE>
                                  ATTACHMENT B


     The  pricing specified in this Agreement includes all reasonable parameters
required  to correctly design, install, operate and maintain a fully functional,
highly  reliable commercial Concurrent VOD system including, but not limited to,
media  asset loading and management, video storage/pump, DVB/ASI and QAM output,
server interconnect equipment/Ethernet hubs, and all software. Equipment that is
required (other than WAN networking DWDM and Comcast head-end equipment required
to  operate  a  video distribution system), that was not included in the product
and  price description in this Agreement, is the responsibility of Concurrent at
Concurrent's  expense.  Comcast is not responsible for additional costs required
to  provide  a  fully  functional system except when Comcast requests additional
functionality from Concurrent. If Comcast requests additional functionality from
Concurrent's  standard  product,  then  Comcast  and  Concurrent shall agree, in
writing,  to  the additional products and pricing prior to accepting any changes
in  pricing.


     1.  PRODUCT  DISCOUNT  SCHEDULE

     Product  Discount  Schedule  applies  to  all  Hardware  and  Software List
Pricing.  Future pricing extended to Comcast shall be the lesser of: the pricing
that Concurrent offers to its MFN customers OR the Concurrent list pricing minus
the  Product  Discount  associated  with  the  appropriate  volume level per the
Discount  Schedule  below.



     1.  ****  VOD  Capable  Subscribers  -  ****  additional  product discount;

     2.  ****  VOD  Capable  Subscribers  -  ****  additional product discount;

     3.  ****  VOD  Capable  Subscribers - **** additional product discount; and

     4.  ****  VOD  Capable  Subscribers  -  ****  additional  product discount.



     2.  HARDWARE  AND  SOFTWARE  LIST  PRICING



     CONCURRENT  LIST  PRICE  PER  STREAM  FOR  SYSTEMS  BETWEEN  320 AND 10,000
     STREAMS:



14.  CONFIGURATION  1:  MOTOROLA

--------------------------------------------------------------------------------
     Servers  configured  for  use  with  Motorola  DCT  with QAM256 IF outputs,
3.75Mb/s  content,  400  hours  of storage using 4 analog channels, includes all
Backoffice  Hardware and software, streams available in 320 stream increments, 3
year  warranty,  installation  included:
--------------------------------------------------------------------------------


                                        8
<PAGE>
--------------------------------------------------------------------------------
****                ****
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
     CONFIGURATION  2:  MOTOROLA

     Servers  configured  for  use  with  Motorola  DCT  with QAM256 IF outputs,
3.0Mb/s  content,  400  hours  of  storage using 4 analog channels, includes all
Backoffice  Hardware and software, streams available in 384 stream increments, 3
year  warranty,  installation  included:


     ****               ****
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
     CONFIGURATION  3:  SCIENTIFIC  ATLANTA

     Servers  configured  for  use with Scientific Atlanta Explorer with DVB-ASI
outputs,  3.75Mb/s  content,  400  hours  of  storage  using  4 analog channels,
includes  all  Backoffice Hardware and software, streams available in 320 stream
increments,  3  year  warranty,  installation  included:


     ****                ****
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
     CONFIGURATION  4:  SCIENTIFIC  ATLANTA

     Servers  configured  for  use with Scientific Atlanta Explorer with DVB-ASI
outputs, 3.0Mb/s content, 400 hours of storage using 4 analog channels, includes
all  Backoffice  Hardware  and  software,  streams  available  in  384  stream
increments,  3  year  warranty,  installation  included:


     ****                ****
--------------------------------------------------------------------------------




     Hardware  and  Software  List  pricing  hereunder  includes:



     Installation

     Training

     ****  Warranty  and  Maintenance

     Media  Hawk  Base  System


                                       9
<PAGE>
     Propagation/Library  Server

     Streaming  Units

     Storage  Units

     Control  PC's

     All  Software,  including  licenses


     3.     MAINTENANCE

     After  the **** Initial Warranty Period (as may be extended pursuant to The
Agreement  Section  1 Concurrent shall charge an annual maintenance fee equal to
the product of (x) **** and (y) the aggregate purchase price of all VOD Products
delivered  by  Concurrent  to  Comcast  (the  "Maintenance  Fee"



     4.     OTHER  CHARGES

     Shipping,  Taxes  and  Insurance  are  not  included

     Traveling  expenses  for  initial  installation  not  included



<TABLE>
<CAPTION>
DETAILED  PRODUCT  LIST  AND  PRICING:  MARCH  2001
---------------------------------------------------
          Propagation
MEDIAHALWK MODEL 2000 BASED SYSTEMS
----------------------------------------------------------------------------------------
MODEL NUMBER                              BRIEF DESCRIPTION                        PRICE
------------------  -------------------------------------------------------------  -----
<S>                 <C>                                                            <C>
MH2-1CCCC-1CCCC-A1  MH2000 Base System Video server 32 QAM outputs                  ****
------------------  -------------------------------------------------------------  -----
MH2-1CCC0-1CCC0-A1  MH2000 Base System Video server 24 QAM outputs                  ****
------------------  -------------------------------------------------------------  -----
MH2-1CC00-1CC00-A1  MH2000 Base System Video server 16 QAM outputs                  ****
------------------  -------------------------------------------------------------  -----
MH2-1C000-1C000-A1  MH2000 Base System Video server 8 QAM outputs                   ****
------------------                                                                 -----
MH2-19999-19999-A1  MH2000 Base System with 8 DVB-ASI Streaming Units               ****
------------------  -------------------------------------------------------------  -----
MH2-19990-19990-A1  MH2000 Base System with 6 DVB-ASI Streaming Units               ****
------------------  -------------------------------------------------------------  -----
MH2-19900-19900-A1  MH2000 Base System with 4 DVB-ASI Streaming Units               ****
------------------  -------------------------------------------------------------  -----
MH2-19000-19000-A1  MH2000 Base System with 2 DVB-ASI Streaming Units               ****
------------------  -------------------------------------------------------------  -----
MH2-08000-08000-A1  MH2000 Base System with two Gigabit Ethernet Streaming Units    ****
------------------  -------------------------------------------------------------  -----

MEDIAHALWK MODEL 2000 PROPOGATION/LIBRARY SERVER OPTIONS
----------------------------------------------------------------------------------------
MODEL NUMBER        BRIEF DESCRIPTION                                              PRICE
------------------  -------------------------------------------------------------  -----
MH2-CP0210-PROP     MH2000 Gigabit Ethernet, 66MHz Propogation Unit w/Driver        ****
------------------  -------------------------------------------------------------  -----
MH2-CP0300-PROP     MH2000 IP-over-ATM/OC3c Multi-Mode Propogation Unit w/Driver    ****
------------------  -------------------------------------------------------------  -----

MEDIAHALWK MODEL 2000 STREAMING UNITS
----------------------------------------------------------------------------------------
MODEL NUMBER        BRIEF DESCRIPTION                                              PRICE
------------------  -------------------------------------------------------------  -----
MH2-CP0210-OUT      MH2000 Gigabit Ethernet, 66MHz Streaming Unit w/Driver          ****
------------------  -------------------------------------------------------------  -----
MH2-CP0275          MH2000 DVB-ASI Streaming Unit w/Driver                          ****
------------------  -------------------------------------------------------------  -----
MH2-CP0410          MH2000 Quad QAM256/ATSC Streaming Unit w/Driver                 ****
------------------  -------------------------------------------------------------  -----

MEDIAHALWK MODEL 2000 STORAGE UNITS
----------------------------------------------------------------------------------------
MODEL NUMBER        BRIEF DESCRIPTION                                              PRICE
------------------  -------------------------------------------------------------  -----
MH2-RB5936-SU       MH2000 36GB Fibre-Channel Storage Unit (5+1)                    ****
------------------  -------------------------------------------------------------  -----

MEDIAHALWK MODEL 2000 CONTROL PCS (MOTOROLA/GI OPTIONS)
----------------------------------------------------------------------------------------
MODEL NUMBER        BRIEF DESCRIPTION                                              PRICE
------------------  -------------------------------------------------------------  -----
MH2-NCRM-GI-A1      Net Center Resource Manager - Rackmount                         ****
------------------  -------------------------------------------------------------  -----
MH2-NCRM-RKMM-A1    NCRM Monitor, Keyboard & Mouse Kit - Rackmount                  ****
------------------  -------------------------------------------------------------  -----
MH2-CMSRM-GI-A1     Content Management Station - Rackmount                          ****
------------------  -------------------------------------------------------------  -----
MH2-CMS-RKMM-A1     CMS Monitor, Keyboard & Mouse Kit - Rackmount                   ****
------------------  -------------------------------------------------------------  -----
MH2-CMSTW-GI-A1     Content Management Station - Tower                              ****
------------------  -------------------------------------------------------------  -----
MH2-CMS-KMM-A1      CMS Monitor, Keyboard & Mouse Kit - Tower                       ****
------------------  -------------------------------------------------------------  -----
MH2-CSRC-GI-A1      CSR Console - Desktop                                           ****
------------------  -------------------------------------------------------------  -----
MH2-CSRC-KMM-A1     CSR Monitor, Keyboard & Mouse Kit - Desktop                     ****
------------------  -------------------------------------------------------------  -----
MH2-HERM-GI-A1      Headend Resource Manager - Rackmount                            ****
------------------  -------------------------------------------------------------  -----
MH2-HERM-RKMM-A1    HERM Monitor, Keyboard & Mouse Kit - Rackmount                  ****
------------------  -------------------------------------------------------------  -----
MH2-KVMSWITCH-A1    KVM Switch, monitor, keyboard and mouse.                        ****
------------------  -------------------------------------------------------------  -----
</TABLE>


                                       11
<PAGE>
                                  ATTACHMENT C

                         Concurrent Computer Corporation

               VOD System Acceptance Test Procedures(FAT/SAT) For

                                     COMCAST

     14.1     Scope

     This  functional  test procedures document is used to validate and document
the  performance  and  functionality  of the Concurrent Computer Corporation VOD
System  deployed  for  COMCAST.  These  procedures  are completed and documented
during  FAT  at  Concurrent  Computer  Corp. staging facility by Concurrent test
personnel.  Optionally,  a customer representative can attend and participate in
the  FAT.

     The  procedures  will  be  run  again  at  the  customer  site  (SAT) after
installation, but prior to providing VOD service to actual subscribers. Tests of
the  following  categories  are  performed:


1)     Settop  configuration

2)     Content  loading,  preprocessing,  and  distribution

3)     Menu  generation  and  activation  for:

       a)     Movie  title

       b)     Movie  description

       c)     Movie  rating

       d)     Movie  price

       e)     Movie  genre

       f)     Movie  lease  length

       g)     Movie  activation/deactivation  date  and  time

4)     VOD  functionality  including:

       a)     Purchasing


                                       12
<PAGE>
       b)     Customer  PIN  codes, rating restrictions, lease period validation

       c)     Play,  rewind,  fast  forward,  pause,  index,  stop

5)     Video  Server  Capacity

6)     QAM  Output  level  verification

7)     Billing  System  Interface

8)     ****


The  CCUR  VOD  System  is considered fully installed and tested upon successful
completion  of  these  tests  during  SAT.


                                       13
<PAGE>
     14.2  Purpose

     The  purpose  of  the  VOD  Acceptance  tests  is  to:

1.   Verify  proper  installation  and operation of the CCUR headend components.


2.   Assure  that  the  performance  characteristics established by the CCUR VOD
     equipment  are  not  degraded  by  other  system  components  or  by system
     interconnections.


3.   In  some  cases  special accessory devices may be required by unusual local
     conditions or may be otherwise specified by the customer. Where such is the
     case,  these  devices  will  be  checked for proper installation and normal
     operation,  but  they  are specifically excluded from the guaranteed system
     specifications  for  the  test  categories  below.  Examples  of such items
     include  traps,  output  combining  or  input  splitting filters, input and
     output  bandpass  filters,  and  output  post  amplifiers.


                                       14
<PAGE>
15.  TEST  SYSTEM  PREPARATION

****  (p.  15-25  omitted  pursuant  to  Confidential  Treatment  Request)


                                       15
<PAGE>
16.  POWER  FAIL  AND  RECOVERY  TESTS

****


17.  INTERACTIVE  PERFORMANCE  VERIFICATION  TEST

****

18.  MOVIE  QUALITY  TEST

****

19.  QAM  TEST

****


<PAGE>
                                  ATTACHMENT D

                                PRODUCT WARRANTY
                                ----------------

****


                                       17
<PAGE>