EXHIBIT 10.28

NOTE

Date of     Note:                      

August 23, 1999
    
Principal Amount of Note:

One Hundred Thousand Dollars ($100,000.00)
    
Maker:

Henry Fiallo

38 Depot Road

Hampton Falls, NH 03844
    
Lender:

Cabletron Systems, Inc.

35 Industrial Way

Rochester, New Hampshire
    
Loan Term:

Approximately Two (2) Years and Nine (9) Months
    
Payment Day:

The 1st   day of June, 2002
    
Note Party:

The Maker and any guarantor, endorser, or surety of the     Maker hereunder.
    
Place of Execution of Note:

Rochester, New Hampshire
For value received, the Maker does hereby promise to pay to   the order of Lender at the office of the Lender set forth or at such other   place or places or to such other party or parties as the holder of this Note   may from time to time designate the Principal Amount of this Note, without   interest, on the Payment Day.
Notwithstanding anything herein contained to the contrary,   all amounts outstanding hereunder shall become immediately due and payable   to the Lender if either (i) the Maker's employment with the Lender, its   affiliates, or their successors or assigns is terminated by the Maker; or   (ii) if the Maker's employment is terminated by the Lender, its affiliates,   or their successors or assigns for "cause". Cause, for the   purposes hereof, shall mean (a) the commission by the Maker of any material   breach of any of the provisions contained in any written agreement between   the Lender or its affiliates and the Maker; or (b) the Maker being guilty of   any misconduct or neglect in the discharge of his duties hereunder; or (c)   the Maker being convicted of any criminal offense other than a routine motor   vehicle offense; or (d) the Maker becoming disabled by illness, injury,   accident or any other circumstances which prevent him from performing his   duties for a period of six (6) months in any period of twenty four (24)   consecutive calendar months or (e) the death of the Maker.
In the case of any default continuing for five (5) days in   the making of any payment provided for in this Note, interest shall be   automatically payable as of such day at the lower of fifteen percent (15%)   per annum or the highest rate allowed by law until such time as such default   is cured.
The Maker shall be liable for all costs incurred in the   collection of this Note, including reasonable attorneys' fees. All payments   made hereunder shall first be applied to interest and then to   principal.
Privilege is reserved by the Maker, and given by the   Lender, of making additional payments in whole or in part prior to the   Payment Day, without penalty, to the extent of prepayment in full.
This Note may not be changed orally, but only by an   agreement in writing.
If there shall be more than one Note Party, the liability   of the Note parties shall be joint and several. If the Maker shall consist   of more than one person, the liability of the persons constituting the Maker   shall be joint and several. Each Note Party agrees that it shall be bound by   any agreement extending the time for payment or modifying the terms of   payment of the Note made by the holder of this Note and the Maker with or   without notice to such Note Party not party to such agreement of extension   or modification. The liability of each Maker shall be unaffected by the   release of any other Note Party or any modification, waiver, release or   discharge of any security.
Each Note Party hereby waives presentment for payment,   notice of dishonor, protest, and all other demands and notices in connection   with the delivery, acceptance, performance, default or enforcement of this   Note, and agrees to pay all costs of collection when incurred, including   reasonable attorneys' fees and to perform and comply with each of the   covenants, conditions, provisions and
 agreements of any of the undersigned contained in every   instrument evidencing or securing said indebtedness. No extension of the   time for the payment of this Note or any installment hereof made by   agreement with any person now or hereafter liable for the payment of this   Note shall operate to release, discharge, modify, change or affect the   liability of any Note Party.
If any provision of this Note shall be determined to be   invalid or unenforceable under law, such determination shall not affect the   validity or enforcement of the remaining provisions of this Note.
The waiver of any provision of this Note by the Lender   shall not constitute any future waiver of that, or any other   provision.
This Note shall be construed under the laws of the State of   New Hampshire.
IN WITNESS WHEREOF, the Maker has hereunto set his hand and   seal effective the date first above written.

WITNESS:

  
/s/Rachel M. Tanguay

/s/Enrique P. Fiallo
 
Henry Fiallo