EXHIBIT 10.8

                                    AGREEMENT


THIS IS AN AGREEMENT ("Agreement") entered into as of this 19th day of December,
1994.


BY AND BETWEEN:              SIEMENS ROLM COMMUNICATIONS
                             INC., a Delaware corporation, with its
                             principal place of business at 4900 Old
                             Ironsides Drive, Santa Clara, California 95054
                             ("Siemens Rolm");

AND:                         LEEMAH DATACOM SECURITY
                             CORPORATION, a California corporation,
                             with its principal place of business at 3948
                             Trust Way, Hayward, California 94545
                              ("LeeMah").

         WHEREAS, LeeMah has developed a product(s) consisting of both hardware
and software ("the Product(s)"), the primary purpose of which is to enable its
users to better secure certain maintenance ports, data applications, voicemail
applications and network access applications (DISA) of the computerized branch
exchange to which the Product is installed; and

         WHEREAS, Siemens Rolm and LeeMah desire to enter into an agreement
whereby LeeMah will sell the hardware and license the software in the Product(s)
to Siemens Rolm for subsequent resale and sublicensing by Siemens Rolm to
Siemens Rolm Customers; and

         WHEREAS, pursuant to the terms of this Agreement, Siemens Rolm has the
right to place periodic orders for the Product(s) with LeeMah on receipt of any
order, LeeMah will ship the Product(s) to Siemens Rolm or the Siemens Rolm
Customer, the Product(s) will be sold to a Siemens Rolm Customer; the software
component of the Product(s) will be sublicensed to the customer pursuant to a
current Siemens Rolm sublicense agreement; and, if applicable, Siemens Rolm will
install the Product(s) and maintain it under its current customer maintenance
agreement.

         NOW THEREFORE, it is understood and agreed as follows:

1.       DEFINITIONS

         1.1      "Product(s)" shall mean the hardware and software items listed
                  in Exhibit A ("LeeMah Product and Price List"), which listing
                  LeeMah or Siemens Rolm may periodically revise pursuant to the
                  terms of Paragraph 4.2 hereto.


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         1.2      "Software" shall mean the software component(s) of the
                  Product(s), which LeeMah licenses herein to Siemens Rolm for
                  subsequent sublicensing to Siemens Rolm Customers.

         1.3      "System" shall mean the equipment that compromises a Siemens
                  Rolm computerized branch exchange.

         1.4      "Territory" shall mean the United States of America (all fifty
                  states), Puerto Rico, and Canada.

         1.5      "Distribute" or "Distribution" shall mean to ship, resell and
                  sublicense, install, and maintain the Product(s) for Siemens
                  Rolm Customers pursuant to the terms of this Agreement.

         1.6      "Siemens Rolm Customer" shall mean any third party having (or
                  proposing to have) a System installed at any site in the
                  Territory and who uses or proposes to use with the System any
                  product by purchase and sublicense from Siemens Rolm.

                  1.6.1    The parties agree that "Siemens Rolm Customer" shall
                           also mean the Siemens Rolm's authorized distributors
                           of products and services ("Authorized Distributors"),
                           as to whom Siemens Rolm may grant certain rights to
                           sell and sublicense the Product(s) to Siemens Rolm
                           Customers. The current Authorized Distributors are
                           set forth in Exhibit B, which list may be amended
                           from time to time by Siemens Rolm in its sole
                           discretion.

         1.7      "Sublicense" shall mean a sublicense for the Software granted
                  by Siemens Rolm to Siemens Rolm Customers pursuant to a
                  current Siemens Rolm sublicense agreement. A current form of
                  Sublicense is attached hereto as Exhibit C, which sublicense
                  may be amended from time to time by Siemens Rolm in its sole
                  discretion.

2.       TERM

         2.1      Regardless of when this Agreement is executed, the Agreement
                  will be effective from the 19th day of December, 1994
                  ("Effective Date") for a period of three (3) years, unless
                  terminated by either party pursuant to provisions of Section
                  12. After such three (3) year period, the Agreement (if not
                  already terminated) will automatically extend on a
                  year-by-year basis at each anniversary date, unless either
                  party, in the exercise of its absolute and sole discretion,
                  elects to this terminate this Agreement by giving written
                  notice to the other party of its intention to so terminate not
                  less than six (6) months prior to the anniversary date.


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3.       APPOINTMENT AND GRANT OF LICENSE

         3.1      LeeMah hereby appoints Siemens Rolm as a non-exclusive
                  distributor of the Products in the Territory, with the right
                  and license to market and Distribute Products to Siemens Rolm
                  Customers within the Territory during the term of this
                  Agreement. This appointment and grant includes the right to
                  license the Software within the Product(s) to Siemens Rolm
                  Customers (which customers may include Siemens Rolm's
                  authorized independent distributors of products and services
                  ("Authorized Distributors"), as to whom Siemens Rolm may grant
                  certain rights to sell and sublicense the Product(s) to
                  Siemens Rolm Customers). The current Authorized Distributors
                  are set forth in Exhibit B, which list may be amended from
                  time to time by Siemens Rolm in its sole discretion.

4.       PURCHASE AND PAYMENT

         4.1      Products and Prices

                  Siemens Rolm to acquire Products from time to time, at its
                  sole discretion, exclusively from LeeMah. LeeMah will have
                  sole and absolute discretion to determine the price for each
                  of the Products, subject to the terms of Paragraph 4.2. LeeMah
                  will consider (but shall not be obligated to accept) any
                  reasonable discount proposal by Siemens Rolm for a discount by
                  LeeMah on any unusually large purchase by Siemens Rolm. LeeMah
                  warrants that the prices and discounts granted Siemens Rolm
                  for Products during the term of this Agreement will be no less
                  favorable than those extended to any other customer for the
                  same or similar product in similar quantity and with similar
                  terms and conditions.

         4.2      Product and Price Changes

                  Additions and changes (including price changes) to Exhibit A
                  ("Product and Price List") may be made by LeeMah upon ninety
                  (90) days' written notice to Siemens Rolm. Any deletions of
                  Products to Exhibit A require one hundred and eighty (180)
                  days' written notice by one party to the other party.

         4.3      Shipping

                  Risk of loss, damage to or destruction of any Products ordered
                  by Siemens Rolm, shall transfer to Siemens Rolm, F.O.B.,
                  LeeMah, Hayward, California. LeeMah shall be responsible for
                  arranging shipping on behalf of Siemens Rolm and Siemens Rolm
                  will be responsible for paying all costs associated with such
                  shipping.


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         4.4      Payment Terms

                  Full payment for Products sold to Siemens Rolm under this
                  Agreement will be due and payable to LeeMah within the thirty
                  (30) days following the later of the date of shipment of the
                  Product or receipt by Siemens Rolm of an accurate LeeMah
                  invoice.

         4.5      Siemens Rolm's Pricing Rights

                  Nothing in the Agreement shall be deemed to limit Siemens
                  Rolm's right to determine prices or terms for Distribution of
                  Products to Siemens Rolm Customer, subject to preservation of
                  LeeMah's proprietary rights in the Software as described in
                  Section 5 hereof.

         4.6      Product Disclosures

                  LeeMah shall notify Siemens Rolm at least one hundred and
                  eighty (180) days before any major new release of the Product
                  or any software or hardware comprising the Product. Subject to
                  the provisions of the Agreement pertaining to the Confidential
                  Information, LeeMah will disclose to Siemens Rolm its product
                  strategies on an annual basis during the term of this
                  Agreement. Additionally, and subject to the provisions of the
                  Agreement pertaining to the Confidential Information, LeeMah
                  and Siemens Rolm will disclose to each other their respective
                  product strategies on an annual basis during the term of this
                  Agreement for any products and product features jointly
                  developed by Siemens Rolm and LeeMah under this or any other
                  agreement. Both parties acknowledge that any product
                  strategies disclosed pursuant to this Agreement will not in
                  any way obligate the disclosing party to pursue or implement
                  such product strategies.

5.       PROPRIETARY RIGHTS

         5.1      Software Ownership

                  LeeMah represents and warrants that it owns all right, title
                  and interest in the Software. LeeMah shall retain exclusive
                  title to and ownership of the Software, now or hereafter
                  developed, to all modifications, and to the source code
                  relating to each of the foregoing, and reserves all
                  proprietary rights in all design, engineering details and
                  other data pertaining to all the foregoing.

                  Siemens Rolm cannot transfer to Siemens Rolm Customers any
                  right, title or interest in any Software, other than the
                  rights granted under the Sublicense described in Section 6,
                  except as specifically permitted by this Agreement. Siemens
                  Rolm shall not modify, reproduce, copy (except one (1) copy
                  for back-up purposes), reverse engineer, disassemble, or
                  decompile the Software (or any part thereof) nor remove

                                       -4-

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                  any protective encryption nor circumvent or attempt to
                  circumvent any such protective coding nor any protective
                  hardware devices, without the express prior written permission
                  of LeeMah.

         5.2      Trademarks and Copyrights

                  LeeMah grants to Siemens Rolm permission to refer to Siemens
                  Rolm as an "Authorized Distributor of the TraqNet 2000-SR
                  Series of Products", during the term of this Agreement. LeeMah
                  represents and warrants that trademark filings are currently
                  in process for the trade names listed in Exhibit D hereto, and
                  LeeMah agrees that Siemens Rolm may use trademark names and
                  copyright and materials in accordance with Exhibit D hereto or
                  as approved for use in writing by LeeMah. Siemens Rolm
                  acknowledges that it has paid no consideration for the
                  acquisition of any right, title or interest to LeeMah's
                  trademarks, logos, copyrights, trade names, documentation or
                  designations and nothing in this Agreement shall give Siemens
                  Rolm or Siemens Rolm Customers any interest in any of them
                  other than those specified in this Agreement.

         5.3      Indemnification - Infringement

                  LeeMah represents and warrants that on the Effective Date,
                  there are no infringements of patents, copyrights, trademarks
                  or proprietary rights or misappropriation of proprietary
                  rights, claims or disputes pending or anticipated by LeeMah
                  with respect to the Software or the Products.

                  LeeMah will indemnify, hold harmless and defend Siemens Rolm
                  and any Siemens Rolm Customer at its own expense (including
                  attorney's fees) against any claims that any Product as
                  provided by LeeMah hereunder infringes any United States,
                  Canadian or Puerto Rican copyright, patent or trade secret;
                  provided, that Siemens Rolm or its Customer notifies LeeMah of
                  any such claim within a reasonable period of time (under the
                  circumstances) after receiving service of process, provides
                  all reasonable assistance to LeeMah and agrees in writing to
                  allow LeeMah to control any resulting litigation and/or
                  settlement negotiations. LeeMah shall have no obligation with
                  respect to any such claim of infringement based solely upon
                  Siemens Rolm or a Siemens Rolm Customer's modification of any
                  Product or its combination, operation or use with apparatus,
                  data or computer programs not furnished by LeeMah. Upon
                  occurrence of each and every claim of infringement described
                  in this paragraph in the Territory, LeeMah, at its option,
                  shall: 1) modify the Product so that it is no longer
                  infringing while performing substantially the same function,
                  or 2) obtain for the Siemens Rolm Customer the right to
                  continue using the Product, or 3) require the Siemens Rolm
                  Customer to return the Product in exchange for a refund of the
                  purchase price less depreciation based upon a straight-line
                  five (5) year basis.


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6.       SIEMENS ROLM RESPONSIBILITIES

         6.1      Sale and Sublicensing to Siemens Rolm Customers

                  Siemens Rolm has the right to place periodic orders for the
                  Product(s) with LeeMah. On receipt of an order, LeeMah will
                  ship the Product(s) to Siemens Rolm or the Siemens Rolm
                  Customer. The Software component of the Product will be
                  licensed to the Siemens Rolm Customer on a current Siemens
                  Rolm sublicense agreement, a current version of which is
                  attached hereto as Exhibit C, and which Siemens Rolm may amend
                  from time to time in its sole discretion.

         6.2      Vendor Support

                  A Product manager of Siemens Rolm will be dedicated to provide
                  LeeMah with marketing services, technical support and other
                  support services, including but not limited to product
                  specifications for current and planned products, product
                  documentation and testing assistance. Siemens Rolm personnel
                  will also attend from time to time LeeMah product planning
                  sessions.

         6.3      Sales Support

                  LeeMah personnel will attend any appropriate Siemens Rolm
                  sales meetings, as determined by Siemens Rolm in its
                  reasonable discretion. At these meetings, Siemens Rolm will
                  provide to LeeMah, solely for the purpose of planning
                  manufacturing schedules, a forecast of new system sales, a
                  form of MAC activity for LeeMah products, and any special
                  promotional programs that for the coming year include LeeMah.
                  Siemens Rolm will update these forecasts and program
                  activities on a quarterly basis.

         6.4      Additional Responsibilities

                  In addition to any other obligations set forth herein, Siemens
                  Rolm undertakes to perform the following additional
                  obligations.

                  6.4.1    if applicable, to install the Product purchased by a
                           Siemens Rolm Customer in the System in accordance
                           with LeeMah's installation instructions; and

                  6.4.2    if applicable, to maintain the Product for any
                           Siemens Rolm Customer under a Siemens Rolm customer
                           maintenance agreement.


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7.       LEEMAH RESPONSIBILITIES

         7.1      Training

                  LeeMah will provide the following training at no cost to
                  Siemens Rolm: sales training covering all LeeMah's Products,
                  system applications, system pricing and system configuration
                  (scope and content of course to be agreed upon by LeeMah and
                  Siemens Rolm); and service and installation training (scope
                  and content of course to be agreed upon by Siemens Rolm and
                  LeeMah). At no cost to Siemens Rolm, LeeMah will provide
                  training with respect to each new release of hardware and/or
                  Software (scope and content of course to be agreed upon by
                  LeeMah and Siemens Rolm). LeeMah will also provide, at no cost
                  to Siemens Rolm, reasonable and appropriate content in these
                  areas to be incorporated into appropriate Siemens Rolm
                  training programs.

         7.2      Sales Support

                  An employee of LeeMah who is acceptable to Siemens Rolm, in
                  Siemens Rolm's sole discretion, will be dedicated full time to
                  provide application and configuration design services and
                  technical support and other support services, including
                  configuration and pricing, to Siemens Rolm by responding to
                  telephone inquiries initiated by Siemens Rolm or Customers.
                  Additional LeeMah employees will provide application and
                  configuration design services and technical support and other
                  support services to Siemens Rolm as required to support
                  Siemens Rolm's purchase volume. Upon mutual agreement,
                  LeeMah's sales managers and other sales personnel will be made
                  available for joint sales calls with prospective Siemens Rolm
                  Customers. LeeMah personnel will also attend any appropriate
                  sales meetings, as determined by Siemens Rolm in its
                  reasonable discretion. LeeMah will provide an initial response
                  to all requests for support within twenty-four (24) hours of
                  receipt. Any services requested by Siemens Rolm which are not
                  expressly set forth in this Agreement, shall be provided to
                  Siemens Rolm at prices agreed upon by LeeMah and Siemens Rolm.

                  Siemens Rolm will be responsible for responding to all
                  requests for proposal for LeeMah Products. To assist Siemens
                  Rolm with responses to request for proposal, LeeMah will make
                  the following tools and support materials available to Siemens
                  Rolm, all of LeeMah's computer programs, manuals and other
                  support materials used to prepare responses to request for
                  proposal. LeeMah personnel will provide technical support to
                  Siemens Rolm to answer questions concerning responses to
                  requests for proposal which are not covered by the referenced
                  materials, by responding to telephone inquiries. LeeMah agrees
                  to sell demonstration systems as described in Exhibit A hereto
                  at the price set forth therein, which price represents
                  LeeMah's lowest price.


                                       -7-

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         7.3      Marketing

                  Any customized sales and marketing literature prepared at the
                  written request of Siemens Rolm by LeeMah will be paid for by
                  Siemens Rolm.

                  LeeMah will make available to each branch office one complete
                  set of all standardized sales and marketing literature and
                  presentation materials, as attached in Exhibit E hereto,
                  together with all such additional materials hereafter
                  developed during the term of this Agreement. All additional
                  copies of sales and marketing literature and presentation
                  materials delivered to Siemens Rolm, shall be paid for by
                  Siemens Rolm at prices to be mutually agreed by both parries
                  to this Agreement.

                  LeeMah sales personnel will assist Siemens Rolm personnel at
                  up to four (4) trade shows per year. Additionally, Siemens
                  Rolm may offer and LeeMah may accept, based upon a mutually
                  agreed upon cost sharing arrangement, booth space at various
                  trade shows.

8.       SERVICE AND SUPPORT

         8.1      Responsibilities and Siemens Rolm

                  Siemens Rolm will provide first-line support for any requests
                  by Siemens Rolm Customers for repair or replacement of
                  problematic in-field Product(s). This first-line support will
                  consist of (a) removal of any allegedly problematic Product,
                  (b) installation of a replacement Product, and (c) return of
                  the allegedly problematic Product to LeeMah for repair or
                  replacement.

         8.2      Responsibilities of LeeMah

                  LeeMah will provide second-line service support by telephone
                  for hardware and Software installations and in-field Product
                  failures. LeeMah's normal customer support hours are 7:00 A.M.
                  to 6:00 P.M., Pacific Time, Monday through Friday.
                  Additionally, a LeeMah support engineer will be on call
                  outside service hours. When the need arises, LeeMah will
                  support Siemens Rolm Customers directly during regular service
                  hours. LeeMah after hours support will be limited to assisting
                  Siemens Rolm personnel. LeeMah will also repair any allegedly
                  problematic Product returned by Siemens Rolm to LeeMah for
                  repair.


                                       -8-

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9.       WARRANTY

         9.1      Warranty Period

                  LeeMah warrants to Siemens Rolm that the Product shall be free
                  from material defects for a period of two (2) years from the
                  date of acceptance of same by a Siemens Rolm Customer ("the
                  Warranty Period"). If a Product is determined to be defective
                  during the Warranty Period, such Product shall, at Siemens
                  Rolm's option, be replaced or repaired at LeeMah's expense.
                  This, together with payment to Siemens Rolm of associated
                  shipment expenses, will be LeeMah's sole liability. For
                  purposes of this Section 9, "acceptance" by the Siemens Rolm
                  Customer shall occur at the later of (i) the day that is
                  thirty (30) days following the Cutover Date, (ii) the Siemens
                  Rolm Customer returns a notice of acceptance, or (iii) the
                  Siemens Rolm Customer fails to respond within thirty (30) days
                  of Product installation, to a notice sent by Siemens Rolm or
                  LeeMah by certified mail. Siemens Rolm undertakes to use its
                  reasonable efforts to ensure that acceptance of each Product
                  occurs at the earliest possible moment.

         9.2      Warranty Coverage

                  LeeMah's warranty is contingent upon proper use and
                  application of the Product in accordance with applicable
                  Product Specifications and Configuration Specifications, and
                  (1) does not cover any Product, if modified by anyone without
                  LeeMah's or Siemens Rolm's authorization; (2) does not cover
                  non-conformance to Product Specifications and Configuration
                  Specifications caused by accident, neglect or operating
                  conditions exceeding specifications (such as voltage
                  overloads); (3) does not cover non-conformance to Product
                  Specifications and Configuration Specifications caused by
                  defects in any Product not furnished by LeeMah; and (4) does
                  not cover non-conformance to Product Specifications and
                  Confiiguration Specifications caused by any person, other than
                  an employee or sub-contractor of LeeMah or Siemens Rolm,
                  involved with the manufacture, installation, modification or
                  removal of the Product.

         9.3      Warranty Disclaimer

                  THE WARRANTY SET FORTH IN THIS SECTION 9 IS EXCLUSIVE AND IS
                  GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED.
                  WITHOUT LIMITING THE GENERALITY OF THE PROCEEDING SENTENCE,
                  LEEMAH EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES
                  OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


                                       -9-

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10.      LIMITATION OF LIABILITY

         10.1     In each instance in which LeeMah seeks to recover damanges
                  from Siemens Rolm, regardless of the legal theory upon which
                  LeeMah's claim is based, Siemens Rolm will be liable only for
                  the amount of LeeMah's actual loss or damage arising from
                  Siemens Rolm's performance or non-performance under this
                  Agreement, up to a maximum of $100,000, except for any claim
                  alleging non-payment for Products provided pursuant to this
                  Agreement.

         10.2     UNDER NO CIRCUMSTANCES WILL SIEMENS ROLM BE LIABLE FOR LOSS OR
                  DAMAGES FROM (1) THIRD PARTY CLAIMS AGAINST LEEMAH OR CLAIMS
                  BY LEEMAH BASED ON THIRD PARTY CLAIMS, (2) LOSS OF STORED,
                  TRANSMITTED OR RECORDED DATE, (3) CONSEQUENTIAL DAMAGES
                  (INCLUDING LOST PROFITS OR SAVINGS), OR INDIRECT, SPECIAL,
                  PUNITIVE OR EXEMPLARY DAMAGES WITH RESPECT TO ANY MATTERS
                  RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SIEMENS ROLM
                  IS INFORMED OF THE POSSIBILITY OF SAME, OR (4) FOR PRODUCT(S)
                  OR PARTS OUTSIDE OF THE UNITED STATES OR AMERICA, OR CANADA,
                  OR PUERTO RICO. IN ADDITION, SIEMENS ROLM WILL NOT BE LIABLE
                  FOR ANY COSTS, INCLUDING LONG DISTANCE CHARGES, WHETER OR NOT
                  AUTHORIZED, RESULTING FROM USE OF THE PRODUCT. THIS SECTION 10
                  SET SORTH THE MAXIMUM RESPONSIBILITY OF SIEMENS ROLM.

11.      INDEMNIFICATION

         11.1     Siemens Rolm agrees to indemnify and save LeeMah harmless from
                  and against any and all claims of loss or damage to or
                  destruction of real or tangible personal property or bodily
                  injury (including death) to the extent caused solely by the
                  negligence of Siemens Rolm, its employees, agents or
                  subcontractors, and arises out of the performance of this
                  Agreement by Siemens Rolm, provided that Siemens Rolm is
                  allowed to control, and LeeMah cooperates in the defense and
                  all related settlement negotiations.

         11.2     LeeMah agrees to indemnify, defend and save Siemens Rolm
                  harmless from and against any and all claims, suits, actions,
                  liabilities, costs or any kind, including reasonable
                  attorneys's fees and costs of litigation, for any and all
                  claims by any party resulting directly or indirectly from any
                  actions or omissions by LeeMah, its agents, employees or
                  subcontractors, including any post-Warranty Period claims of
                  Product failures.


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12.      TERMINATION

         12.1     Election to Terminate. Subject to the terms of Section 2
                  hereto, either party may terminate this agreement, without or
                  without cause, upon giveiing the appropriate notice specified
                  in Parqagraph 2.1

         12.2     Termination for Breach

                  In the event of material default by either party in the
                  performance of its duties and obligations hereunder, the party
                  in default shall be provided, by written notice, a sixty (60)
                  day period to substantially cure said default, and if said
                  default is not cured within that period, the non-defaulting
                  party may terminate this Agreement.

         12.3     Termiantion for Bankruptcy

                  Either party hereto in its discretion may terminate this
                  Agreement at any time upon written notice to the other in the
                  event of any of the following: the appointment of a receiver
                  or similar officer for the other, the filing of a petition in
                  bankruptcy by or against the other under any bankruptcy or
                  debtor's law for its relief.

         12.4     Post-Termination Obligations

                  Upon termination of this Agreement, LeeMah shall continue to
                  support each Product purchased and/or installed by Siemens
                  Rolm under this Agreement, for a period of ten (10) years
                  following the Distribution of such Product under the
                  Agreement, the whole in accordance with LeeMah's then
                  applicable prices, terms and conditions for licensing its
                  Products and providing its services. Upon termination of this
                  Agreement, provided that this Agreement is not terminated in
                  connection with a default by Siemens Rolm under Section 12.2
                  or 12.3, LeeMah and Siemens Rolm will enter into a mutually
                  acceptable agreement, pursuant to which Siemens Rolm will only
                  be authorized to Distribute LeeMah's products and services,
                  including maintenance services, to support Products
                  Distributed by Siemens Rolm pursuant to this Agreement. Any
                  such agreement shall be based upon LeeMah's then current
                  standard terms, conditions, prices and quantiy discounts for
                  selling and/or licensing its products and services through
                  value added resellers.

13.      ASSIGNMENT

         13.1     This Agreement or any rights hereunder shall not be assignable
                  by either party, and neither party may delegate any duties
                  hereunder, without the prior written consent of the other
                  party, which shall not be unreasonably withheld, and any
                  attempted assignment of this Agreement in contravention of
                  this provision shall be void and of no effect.
                  Nothwithstanding the foregoing, this Agreement may be assigned
                  and

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                  transferred by Siemens Rolm to any parent, subsidiary or
                  affiliate or successor to it or thereof.

14.      CONFIDENTIAL INFORMATION

         14.1     Each party acknowledges that in the course of performing its
                  obligations hereunder it will receive information which is
                  confidential and proprietary to the other. The term
                  "Confidential Information" means all information one party
                  discloses to the other either in writing and marked with a
                  Confidential or restrictive legend, or orally, visually or by
                  delivery of items which at the time of disclosure, the
                  disclosing party identified as Confidential Information. Each
                  party agrees to use all Confidential Information in accordance
                  with Confiddentialy and Non-Disclosure Agreement, attached
                  hereto as Exhibit F.

15.      MISCELLANEOUS

         15.1     Governing Law. This Agreement shall be governed by and
                  interpreted in accordance with the laws of the State of
                  California, without regard to conflict of law provisions.

         15.2     Non-Waiver. None of the terms and conditions of the Agreement
                  shall be deemed to have been waived by any delay or omission
                  on the part of either party to exercise any right or remedy
                  accruing upon breach by the other party or any one or more of
                  the terms of the Agreement.

         15.3     Notices. All notices and demands hereunder shall be in writing
                  and shall be served by personal service or by mail at the
                  address of the receiving party set forth in this Agreement (or
                  at such different address as may be designated by such party
                  by written notice to the other party). All notices or demands
                  by mail shall be by telex, cable, telegram, facsimile, Federal
                  Express (or other reliable overnight courier service), or by
                  certified or registered airmail, return receipt requested, and
                  shall be deemed effective upon receipt. Unless otherwise
                  advised in accordance with the terms hereof, all notices and
                  demands shall be addressed as follows:


If to Siemens Rolm:                   Siemens Rolm Communications Inc.
                                      4900 Old Ironsides Drive
                                      Santa Clara, CA 95052
                                      Attn: Bryan Keeter
                                      Fax: 408/492-5768


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<PAGE>




If to Leemah:                         LeeMah DataCom Security Corporation
                                      3049 Trust Way
                                      Hayward, California 94545
                                      Attn: John Tuomy, President
                                      Fax: 510/786-1123

         15.4     Relationship of the Parties. The relationship of the parties
                  during the term of this Agreement will be that of independent
                  contractors. Neither party will have, nor will represent that
                  it has, any power, right or authority to bind the other, or to
                  assume or create any obligation or responsibility, express or
                  implied, on behalf of the other or in the other's name, except
                  as herein expressly provided.

         15.5     Section Headings. The Section headings contained herein are
                  for reference only and shall not be considered substantive
                  parts of this Agreement.

         15.6     Severability. Each term, condition, and provision of this
                  Agreement shall be valid and enforced to the fullest extent
                  permitted by law. If there is any conflict between any term,
                  condition or provision of this Agreement and any statute, law
                  or regulation, the latter shall prevail; provided that any
                  such conflicting term, condition, or provision shall be
                  curtailed and limited only to the extent necessary to bring it
                  within the legal requirements and the remainder of this
                  Agreement shall not be affected thereby.

         15.7     Force Majeure. Neither party will be in default of this
                  Agreement to the extent that performance of its obligations is
                  delayed or prevented by reason of any act of God, fire,
                  natural disaster, accident, act of government, war shortages
                  of material or supplies or any other cause beyond the
                  reasonable control of such party ("Force Majeure"), provided
                  that such party gives the other party written notice thereof
                  promptly and, in any event, within fifteen (15) days of
                  discovery thereof and uses its good faith efforts to cure the
                  breach. In the event of such an event of Force Majeure, the
                  time for performance or cure will be extended for a period
                  equal to the duration of the event of Force Majeure but not in
                  excess of six (6) months.


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<PAGE>


         IN WITNESS WHEREOF, the parties have signed as of the date first above
mentioned.


LEEMAH DATACOM SECURITY CORPORATION

By:       /s/ John E. Tuomy
        ---------------------------
Name:         John E. Tuomy

Title:       President, CEO


SIEMENS ROLM COMMUNICATIONS INC.

By:       /s/

Name:

Title:


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