Exhibit
10.11  [Confidential]   SALE AND PURCHASE AGREEMENT  FOR VITESSE PATENTS   BETWEEN   VITESSE SEMICONDUCTOR CORPORATION   AND  ************  1


SALE AND PURCHASE AGREEMENT FOR VITESSE PATENTS  This Sale and Purchase Agreement for Vitesse
Patents (Agreement) is entered into by and between Vitesse Semiconductor
Corporation, a Delaware corporation, having a place of business at 741 Calle
Plano, Camarillo, CA 93012 (Vitesse) and *******, a******** corporation,
having a place of business at********************************************(Purchaser), individually a Party and collectively the Parties.  WHEREAS,
Vitesse is the owner ofVitesse Patents(as defined herein);  WHEREAS,
Purchaser desires to purchase saidVitesse Patents from
Vitesse; and  WHEREAS,
Vitesse is willing to sell saidVitesse Patents to
Purchaser for due consideration, subject to the terms and conditions of this
Agreement.  NOW, THEREFORE,
for good and valuable consideration as stated herein,the receipt and sufficiency of which are hereby
acknowledged,Vitesse and
Purchaser hereby agree as follows:  DEFINITIONS  Assignment Dateas to the Vitesse Patents (as defined herein) means theEffective Date
on which Vitesse has executed the Patent Assignment (as defined herein) for the
Vitesse Patents pursuant to Article 3.1 hereof.  Closing Datemeans the date on which Vitesse has assigned and
recorded the Patent Assignment pursuant to Article 3.2 and Purchaser has
paid Vitesse the Purchase Price (as defined herein) pursuant to Article 2.  Effective Datemeans the date on which both Parties have signed this Agreementand Vitesse has signed the Patent Assignment
pursuant to Article 3.1.  Patent Assignmentmeans a sale and assignment by Vitesse of the Vitesse Patents to Purchaser.  Affiliateof a Party
means a corporation, company or other entity that controls, is controlled by,
or is under common control with a Party or its successor in interest.  Control for the purpose of this paragraph
means ownership of at least fifty percent (50%) of the equity or beneficial
interest of such entity.An entity is an Affiliate of a Party to this
Agreement solely for so long as such Control exists.  Vitesse Patentsmeans
those Vitesse patents listed in Appendix 1 to this Agreement, and the patent rights to all inventions and
discoveries claimed therein plus any and all related patents, patent
applications, extensions, divisionals, continuations, continuations-in-part,
reissues, reexaminations, substitution and foreign counterparts of any of the
foregoing.  For purpose of clarification,
all future applications that claim priority, in whole or in part, to any of the
Vitesse Patents shall be solely owned by Purchaser.  2


ARTICLE 1  AGREEMENT FOR SALE
AND PURCHASE  1.1Agreement
to Sell: Subject to the terms and conditions of
this Agreement, Vitesse hereby agrees to sell, transfer and assign to Purchaserall of Vitesses right, title and interest in and
to theVitesse Patents, including, without limitation,(a)the
right tosue andcollect
for past, current and
futureinfringement by third parties of such
Vitesse Patents, including the right to license and to collect and receive any damages,
royalties, injunctive relief, and/or settlements for such infringements of such
Vitesse Patents, and (b) sue under any past, current or future patent
causes of actions relating to any of the inventions or discoveries described or
claimed in the Vitesse Patents.  For
purpose of clarification, with respect to the sole right to sue, which is
assigned and transferred to Purchaser herein, Vitesse hereby expressly
disclaims any and all rights to sue or otherwise enforce such Vitesse Patents.  1.2Agreement
to Purchase: Subject to
the terms and conditions of this Agreement, Purchaser hereby agrees to purchase
and assume the Vitesse Patents from Vitesse.  ARTICLE 2  PAYMENT  2.1Price:Subject to the
assignment of the Vitesse Patents to Purchaser pursuant to Article 3.1 on
the Effective Date and recordation of the same pursuant to Article 3.2,Purchaser
shall pay Vitesse a non-refundable price of eight million two hundred fifty
thousand United States Dollars (US$8,250,000.00) (Purchase Price) in
consideration for the sale, transfer and assignment of the Vitesse Patents to
Purchaser hereunder.  For the convenience
of the Parties, however, Purchaser may pay to Vitesse withinfifteen(15) days ofthe Effective Date, provided that Vitesse must have
first assigned the Vitesse Patents to Purchaser pursuant to Article 3.1
below, record the assignment pursuant to Article 3.2 below, and issue an
invoice in the form of the invoice attached hereto as Appendix 5 to allow
Purchaser to process payment.  2.2Taxes:  (1)The
Price does not include any sales, use or other similar taxes that may be
applicable, which, if any, shall be paid and borne by Purchaser.  (2)Notwithstanding
the foregoing, Purchaser confirms that Purchaser will not withhold taxes on the
Purchase Price unless specifically directed to do so for this specific
transaction by the ******* governmental authorities, in which case Purchaser
shall promptly provide Vitesse with tax certificate and/or receipt issued by
the relevant tax authorities showing that any such tax has been paid.  (3)The
stamp taxes, if any, imposed on the original copy(ies) of this Agreement shall
be borne by Purchaser.  2.3Payment:
All payments due under this Agreement shall be sent by electronic transfer to
the following bank account or to such other bank account as Vitesse may specify
in writing:  Wells Fargo Bank Routing/transit #******* Account Number:******* Account Name: Vitesse Main Operating
Account  3


ARTICLE 3  ASSIGNMENT  3.1Assignment:  Vitesse will,on the Effective Date of this Agreement andat
its expense, execute and deliver to Purchaser, a Patent Assignment, in the form
attached hereto as Appendix 2, for the Vitesse Patents for the benefit of
Purchaser.  For the convenience of the Parties, however,
Vitesse may deliver the foregoing assignment to the Purchaser via facsimile on
the Effective Date.Vitesseshalldeliverthe original copy of the assignment agreement to
the Purchaser no later than the Closing Date.If there is any
inconsistency between any such Patent Assignment(s) and the terms and
conditions of this Agreement, the latter shall prevail.  3.2Recordation
of Assignment: Withinfifteen(15) daysof the Effective Date of this Agreement,Vitesseshall, at its expense, apply for the recordation or other perfection of the
assignment under Article 3.1 with all relevant Government Agencies,send a copy of the foregoing application and/or
perfection to the Purchaser,and use all
diligence to complete the recordation or perfection as promptly as possible.  ARTICLE 4 ADDITIONAL OBLIGATIONS  4.1Further Assistance In
Effectuating Transfer Of Rights:At the reasonable request ofPurchaserand without demanding
further consideration fromPurchaser,Vitesseagrees to execute and deliver such other instruments
and perform such other acts and things as may be reasonably necessary for
effecting completely the consummation of the transfer of ownership in and to
the Vitesse Patents as contemplated hereby, including without limitation
execution, acknowledgment and recordation of other such papers, and using
reasonable efforts to obtain the same from the respective inventors, as
necessary or desirable for fully perfecting and conveying untoPurchaserthe benefit of the transfer of ownership in and to
the Vitesse Patents as contemplated hereby.  4.2Further Assistance In
Prosecution Matters:  Vitesseagrees, upon the reasonable
request ofPurchaser, to do all things
necessary, proper, or advisable, including without limitation the execution,
acknowledgment and recordation of specific oaths, declarations and other
documents on a country-by-country basis, to assist in obtaining, perfecting,further prosecutingand/or sustaining the Vitesse Patents.  Such assistance may also include providing,
and obtaining from the respective inventors (to the extent such inventors are
then employed byVitesse), prompt
production of pertinent facts and documents, execution of petitions, oaths,
powers of attorney, declarations or other papers and other assistance
reasonably necessary for filing patent applications, complying with any duty of
disclosure, and conducting prosecution, reexamination, reissue, interference or
other priority proceedings, opposition proceedings, cancellation proceedings,
and the like with respect to the Vitesse Patents.  Vitessefurther agrees, that upon reasonable request,Purchasershall be, to the extent the same are in the
possession, custody, or control ofVitesseand can be located, entitled to examine,
make copies, and/or take possession of those relevant portions of laboratory
notebooks and related documents and things as are reasonably necessary and
required to  4


enablePurchaserto prosecute
the application for any Vitesse Patents. 
Such documents and things referenced in thisArticleinclude, without limitation,
information relating to the conception and/or reduction to practice of any
Vitesse Patents.  To the extent such
documents and things currently exist,Vitessefurther agrees to maintain
such records intact consistent with its policy for records retention.  Vitesseagrees and consents toPurchaserretainingVitessesexisting patent prosecution
counsel for the purpose of continuing such counsels efforts in connection with
prosecution and maintenance of thepatents.  4.3Further Assistance in Litigation or Other Matters:In the event
that the validity and/or enforceability ofany oftheVitesse Patentsis challenged by any third party or any
competent authority, and provided the basis of the challenge relates to
information that is not otherwise publicly available and that may be in the
possessionVitesse or any inventor
listed as an inventor of such Vitesse Patents, thenVitesseshall use commercially reasonable efforts to
make suchinventoravailable toPurchaserfor consultations onsuch Vitesse Patents or providing declaration, testimony or other
assistance in such litigation or other matters, if the inventor is employed by
Vitesse.In the event that the inventor no longer works for Vitesse, Vitesse
agrees to use reasonable efforts to locate such inventors contact information
forPurchaserupon
request.  4.4Maintenance And
Other Fees:Vitesse shall (i) pay
any maintenance fees, annuities, and the like that become due on the Vitesse
Patents after the Effective Date and up to the Closing Date andPurchasershall reimburseVitessefor any such
payments made by Vitesse; (ii) provide, on or before the Closing Date, a
list toPurchaserof the dates on which any
such fees, annuities and the like will become due during the two (2) month
period following the Closing Date; and (iii) shall otherwise use its
reasonable best efforts to assistPurchaserin preventing
abandonmentor delay in fee paymentsof the Vitesse
Patents for the two (2) month period following the Closing Date.  Vitesseshall be responsible for
all invoices, expenses, and fees pending to outside prosecution counsel or
agents existing on the Effective Date.  4.5In-House And Outside
Prosecution Files:  Vitesseshall be responsible for all
costs and expenses associated with the transfer of prosecution-related files
from Vitesse toPurchaser.  On the Closing Date,Vitesseshall send toPurchasereach patent prosecution (docket) file in its
possession for each of the Vitesse Patents. 
On the Effective Date,Vitesseshall also
send letters to each outside counsel then retained by Vitesse (or prior counsel
if none) responsible for the preparation and prosecution of any Vitesse Patents
informing such firm thatVitessehas assigned
all ofVitessesright, title
and interest in and to any files maintained by such firm for the purpose of the
preparation and prosecution of the Vitesse Patents toPurchaserand directing that such firm (i) immediately
take direction fromPurchaserregarding
sending all copies of such files toPurchaser; (ii) not
retain copies of such files; and (iii) invoiceVitessefor all
pending costs and expenses pending on the Effective Date. From and after the
presentation of such letter,Purchasershall be
responsible for all actions necessary to secure such files andPurchasershall be  5


responsible for all normal and customary fees charged by such firms in
securing such files from such firms.  If
necessary,Vitesseagrees to thereafter assistPurchaserin
a timely fashionin procuring all such files from all such outside
counsel.  On the Closing Date,Vitesseshall also
sendPurchaseroriginals of all assignment
agreements in its possession for the Vitesse Patents.  4.6Assistance:  Except as expressly providedin this Agreement, Vitesse shall have no obligation to provide
Purchaser with anyotherassistanceunless agreed otherwise by Parties hereto.  ARTICLE 5  RESERVATION OF RIGHTS  5.1Vitesses
License:Effectiveupon Purchasers acquisition of the entire right,
title and interest in and to the Vitesse Patents,Purchaser
hereby grants to Vitesse and Vitesses Affiliates a non-exclusive, revocable,non-assignable, non-divisible,worldwide,
fully-paid-up, royalty-free, perpetual right and license to the Vitesse Patents
for the full life of such Vitesse Patentsto make, have
made, use, import, sell, offer to sell, or otherwise transfer anyproduct encompassed by or embodying one or more
claims of the Vitesse Patents, provided, in the event Vitesse is dissolved,
liquidated, acquired by, merged into, or sells substantially all of its stocks
and/or assets to another entity, this license under Article 5.1 shall be
immediately limited to Vitesse products at the time of said dissolution, liquidation,
acquisition, merger, or sale, excluding future versions or successors that
include major functional enhancements.  Except as provided in this Agreement, Vitesse
shall have no right to sublicense, license, assign or grant any right
whatsoever to any entity under the Vitesse Patents.This grant-back license to Vitesse and
Vitesses Affiliates shall continue and survive for the benefit of Vitesse and
Vitesses Affiliates in the event of any transfer, dissolution, or sale, in
whole or in part, of Purchaser, its assigns, and successors-in interest, and
any transfer of any enforcement rights in any of the Vitesse Patents shall be
made subject to such license.  Purchaser agrees that
any subsequent transfer (including the grant of exclusive licenses) of any
Vitesse Patents by Purchaser or its direct or indirect successors and assigned
(including exclusive licensees) shall be made subject to such right and
license.  5.2No
Need for Maintenance of Patents: The
provisions of Articles 5.1 shall not be construed to obligate Purchaser to
maintain any of the Vitesse Patents in force or to defend any action, suit or
other proceeding brought by a non-Party which challenges or concerns the scope,
term, validity or enforceability of any of the Vitesse Patents.  5.3No
Implied License: Except as
specifically set forth in this Agreement, no license or other right is granted
or implied, either directly or indirectly, by implication or estoppel or
otherwise by this Agreement, toeither Partyunder any
patent, copyright or other intellectual property right of theother Party.  6


ARTICLE 6  WARRANTIES,
INDEMNIFICATION AND LIMITATION OF LIABILITY  6.1Vitessehereby
represents and warrants toPurchaseras follows:  (1)Authority.Vitessehas the full,
sole, and exclusive right and authority to enter into thisAgreementand to carry out its obligations hereunder.  (2)Title and
Contest.Vitessehas good and
marketable title to the Vitesse Patents, including without limitation all
rights, title, and interest in the Vitesse Patents to sue for infringement
thereof, and prior to the Closing Date the Vitesse Patents will be free and
clear of all liens, mortgages, or security interestswhich would
restrict, in whole or in part, the transfer of the Vitesse Patents.Prior
to the Closing Date, Vitesse will provide Purchaser with a copy of an executed
lien release for the lien on the Vitesse Patents and Vitesse Patents will be
free and clear of any and all liens, mortgages or securities interests.  Vitessehas not received notice of
(andVitesseis not aware of any facts
or circumstances which could reasonably be expected to give rise to) any other
actions, suits, investigations, claims or proceedings threatened, pending or in
progress relating in any way to the Vitesse Patents.  (3)Encumbrances. The Vitesse Patents will be, upon assignment and
transfer, free of any encumbrance or licenses (including, without limitation,
covenants not to sue, government grants, identifications to standard committees,
or any other restriction on the rights relating to the Vitesse Patents)*************************.  (4)Conduct.  ToVitesses knowledge,
none ofVitesseor its representatives has
engaged in any conduct, or omitted to perform any necessary act, the result of
which would invalidate any of the Vitesse Patents.  (5)Patent Office Proceedings.  None of the Vitesse Patents have been or, to
VitessesKnowledge(as defined herein), are currently involved in any
reexamination, reissue, interference proceeding, or any similar proceeding and
that no such proceedings are pending or threatened.As used in this Article 6.1, the term Knowledge
is defined to mean Vitesse will be deemed to have Knowledge of a particular
fact or other matter if Vitesse is actually aware of that fact or matter or a
prudent entity could be expected to discover or otherwise become aware of that
fact or matter in the course of conducting a reasonably comprehensive
investigation.  (6)Fees.  All maintenance fees, annuities, and the like
due on the Vitesse Patents have been timely paid through the Closing Date.  (7)Validity
and Enforceability. 
ToVitessesknowledge,
the Vitesse Patents have never been found invalid or unenforceable for any
reason in any administrative, arbitration, judicial or other proceeding.  (8)Other.Vitesseagrees: (i) not to challenge the validity
or enforceability of the issued patents or, if any, presently pending
applications for patents comprising the Vitesse  7


Patents; and (ii) not
to assist any third party (except as necessary to comply with any court order,
statute, or regulation requiring production of documents or testimony or absentPurchasers express written consent) in any analysis concerning
the infringement or non-infringement of the Vitesse Patents, or to challenge
the validity or enforceability of the Vitesse Patents.  6.2Purchaserhereby
represents and warrants toVitesseas follows:  (1)Authority.Purchaserhas the full,
sole, and exclusive right and authority to enter into this Agreementand to carry out its obligations hereunder.  6.3Except as expressly provided
in thisArticle 6, nothing in this Agreementshall be construed as:  (1)  A warranty or representation by any Party as to the validity,
enforceability, or scope of any patent; or  (2)  A warranty or representation that anything made, used, sold
or otherwise disposed of under any license granted herein is or will be free
from infringement of patents of third persons or parties; or  (3)  A requirement that any Party shall file any patent
application, secure any patent, or maintain any patent in force (except as
provided inArticle4 of this Agreement); or  (4)  An obligation to bring or prosecute actions or suits against
third parties for infringement of any patent; or  (5)  An obligation to furnish any manufacturing or technical
information (except as provided inArticle4 of this Agreement); or  (6)  Conferring a right to use in advertising, publicity, or
otherwise any trademark or trade name.  6.4AS TO THE SUBJECT MATTER OF
THISAGREEMENT, AND EXCEPT AS EXPRESSLY
PROVIDED IN THISARTICLE 6, NO PARTY
MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, OR ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE
COMMERCIAL SUCCESS, USE, SALE, OR OTHER DISPOSITION BY OR FOR ANY OTHER PARTY
(OR ITSAFFILIATES) OF THE VITESSE PATENTS OR
PRODUCTS INCORPORATING OR MADE BY THE USE OF INVENTIONS OF THE VITESSE PATENTS.  6.5Indemnificationby Vitesse:Vitesseagrees to indemnify, defend and holdPurchaser, its Affiliatesand their
respective officers, directors, employees, distributors, agents, successors and
assigns harmless from(i)any third party
claims againstPurchaser, its Affiliatesand their respective
officers, directors, employees, distributors, agents, successors and assigns arising
out of, or related to, the transactions contemplated by this Agreement; and/or (ii) any breach by Vitesse of any
terms and conditions of this  8


Agreement, including,
without limitation, the representations and warranties as set forth under Article 6.1.  6.6Limitation
of Liability:EXCEPT FOR BREACHES OF THE CONFIDENTIALITY
OBLIGATIONS UNDER ARTICLE 7,IN NO EVENT SHALLEITHER PARTYBE LIABLE TOTHE OTHER
PARTYFOR SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RELATE IN ANY WAY TO THIS AGREEMENT,
WHETHER IN CONTRACT OR TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.FURTHER, VITESSES MAXIMUM AND AGGREGATE LIABILITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE PRICE ACTUALLY PAID BY
PURCHASER TO VITESSE PURSUANT TO ARTICLE 2.1.FOR THE PURPOSES OF THIS SECTION, EACH
PARTY SHALL BE DEEMED TO INCLUDE ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, AND SUBCONTRACTORS.  ARTICLE 7  CONFIDENTIALITY  7.1Confidentiality:
Other than by recordation of the Patent Assignment,the Parties each
shall not disclose the existence, subject matter or terms of this Agreement to
any third party except: (a) with the prior written consent of the other
Party; (b) as otherwise may be required by law, legal process,
governmental or stock exchange regulations, FASB rules, or requested by an
administrative agency, or in accordance with generally accepted accounting
principles, including in confidence to legal, financial advisors (including
outside auditors), and insurers in their capacity of advising the Party in such
matters; (c) during the course of litigation, so long as the disclosure of
such terms are restricted in the same manner as is the confidential information
of other litigating parties or to the extent necessary to enforce the Vitesse
Patents;ord)
in confidence to its legal counsel, accountants, auditors, advisors, brokers,
insurers, banks and financing sources, and potential acquirers of the party, in
whole or in part, and their advisors, provided that in (b), (c) and (d) above,  the disclosing party (i) shall use all
legitimate and legal means available to minimize the disclosure to third
parties, including without limitation seeking a confidential treatment request
or protective order whenever appropriate or available; and (ii) shall, to
the extent practical, provide the other party with at least ten (10) days
prior written notice of such disclosure.  ARTICLE 8  EFFECTIVE DATE AND
TERMINATION  8.1Effective
Date: This Agreement shall become effective
as of the Effective Date.  8.2Termination
for Breach, etc.:Eithermay terminate this Agreement by written notice tothe other Partyifa Partycommits a material breach of theAgreementand does not
correct such breach within thirty (30) days after receiving written notice
complaining thereof.In addition, any purported
sublicense or assignment by Vitesse or any of its Affiliates of all or part of
the license granted under this Agreement in violation of Article 5.1 of
the Agreement shall be deemed a breach of the Agreement and shall entitle
Purchaser, upon notice and a five (5) business day opportunity to cure, to
terminate the license set forth in Article 5.1 of this Agreement.  9


8.3Surviving
Provisions: The
provisions ofArticles 4.1 through 4.5,Articles 5.1
through 5.3,
Articles 6.1through 6.6, Article 7.1, Article 8.3, and Articles
9.1 through 9.11 shall survive any termination of this Agreement.  8.4No
Election of Remedies: The right of
termination provided for herein is not in lieu of, but is in addition to, any
other remedies available under applicable law  ARTICLE 9  GENERAL PROVISIONS  9.1Notices:
All notices required or permitted to be given hereunder shall be in writing and
shall be delivered by hand, or if dispatched by prepaid air courier or by
registered or certified airmail, postage prepaid, addressed as follows:  If to Vitesse:  VITESSE SEMICONDUCTOR CORPORATION 741 Calle Plano Camarillo, CA 93012 Attention: General Counsel  If to Purchaser:  ************* ************* ************* ************* Attention:General Counsel  Such notices shall be deemed to have been served
when received by addressee or, if delivery is not accomplished by reason of
some fault of the addressee, when tendered for delivery.  Either Party may change its address by a
notice given to the other Party in the manner set forth above.  9.2Article Headings:
Article headings are inserted for convenience purposes only and shall not
affect the interpretation of the Articles.  9.3Drafted Jointly:
Each of the Parties has participated in the negotiation and drafting of thisAgreement.  In the event that any ambiguity or question
of intent or interpretation arises, thisAgreementshall be
construed as if drafted jointly by all Parties and no rule of
construction, presumption or burden of proof shall arise favoring one Party concerning
the interpretation of ambiguous provisions or otherwise by virtue of one Partys
presumed authorship of thisAgreementor any
provision hereof  9.4Compliance:
Each Party agrees to comply and to reasonably assist the other in complying
with applicable export/import control laws, rules and regulations as they
apply to this Agreement, including, without limitation, those related to the
transfer of the Vitesse Patents to Purchaser.  9.5No
Agency: Nothing contained in this Agreement, or
done in pursuance of this Agreement, shall constitute the Parties entering upon
a joint venture or partnership.  10


Neither Party shall have the authority to bind
or make commitments on behalf of the other Party for any purpose.  9.6No
Rule of Strict Construction: Regardless of
which Party may have drafted this Agreement, no rule of strict
construction shall be applied against either Party.  9.7Illegal
Provisions: If any
provision of this Agreement is held invalid, illegal or unenforceable by any
court of law, the Parties agree such holding shall not affect either the
validity of this Agreement nor the remaining provisions herein, and the
provision in question shall be deemed to be replaced with a valid, legal and
enforceable provision most closely reflecting the intent and purpose of the
original provision.  9.8Governing
Law: This Agreement is governed by the laws
of the State of California, without regard to the conflict of laws provisions
thereof. Any suits or actions arising out of this Agreement shall only be
brought in the United States District Court for theNorthernDistrict of
California, and the Parties agree to submit to the jurisdiction thereof.  9.9Amendment:
Any amendment or modification of this Agreement shall be in writing and shall
not be effective unless signed by authorized representatives of both Parties.  9.10No
Waiver: No waiver of any rights will be
effective unless assented to in writing by the Party to be charged, and no
waiver of any breach or default will constitute a waiver of any other right
hereunder or any subsequent breach or default.  9.11Entire
Agreement: This Agreement, including the
Appendices, is the complete and exclusive agreement between the Parties
regarding the subject matter hereof and supersedes any prior oral or written
communications or understandings between the Parties.   IN WITNESS WHEREOF, the Parties have caused this
Agreement to be duly signed in duplicate originals as of the dates written
below.   Vitesse Semiconductor
  Corporation
  
  *************By
  :
  
  
  By
  :Name
  :
  
  
  Name
  :Title
  :
  
  
  Title
  :Date
  :
  
  
  Date
  :  11


Appendix 1 Vitesse Patents  Country
  
  Patent
  No.
  
  Application
  No.
  
  TitleUS
  
  *************
  
  *************
  
  *************US
  
  *************
  
  *************
  
  *************US
  
  *************
  
  *************
  
  *************US
  
  *************
  
  *************
  
  *************US
  
  *************
  
  *************
  
  *************US
  
  *************
  
  *************
  
  *************  12


Appendix 2 Form of Assignment (Beginning on following page)  13


ASSIGNMENT  WHEREAS, VITESSE SEMICONDUCTOR CORPORATION,
a Delaware corporation, having a place of business at 741 Calle Plano,
Camarillo, CA 93012 (hereafter called ASSIGNOR) is the assignee of record for
the following U.S. patents:  U.S. Patent No. ********,
issued ********, for an invention entitled ********; U.S. Patent No. ********,
issued ********, for an invention entitled ********; U.S. Patent No. ********,
issued ********, for an invention entitled ********; U.S. Patent No. ********,
issued ********, for an invention entitled ********; U.S. Patent No. ********,
issued ********, for an invention entitled ********; U.S. Patent No. ********,
issued ********, for an invention entitled ********.  AND WHEREAS,
******** a ********corporation,  having a place of business at ********(hereafter ASSIGNEE) wants to acquire
Assignors entire right, title and interest in and to said above-listed patents
and all the inventions therein, as well as the right of action and all other
rights, including the right to sue or otherwise bring action and to collect and
receive damages therefrom, for past, present, and future infringement thereof,
and ASSIGNOR is willing to enter into such assignment.  NOW, THEREFORE,
in accordance with and for good and valuable consideration conveyed pursuant to
an agreement between the parties, the receipt and sufficiency of which is
hereby acknowledged, ASSIGNOR did and hereby does sell, assign, transfer and
set over to ASSIGNEE  its entire right,
title and interest in and to the above-listed patents and all continuations,
divisions, reexaminations, reissues and substitutes thereof, and all inventions
therein, including the right to sue or otherwise bring action and to collect
and receive damages therefrom, for past, present, and future infringement
thereof;   IN TESTIMONY WHEREOF,
I hereunto set my hand this
             day of
                                    ,
2009.   Vitesse Semiconductor
  CorporationBy:Name:Title:  On                            before
me,                                                   ,
personally appeared
                                            ,
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to  14


me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.  WITNESS my hand and
official seal.   Notary Public in and for said County and State  15


Appendix 3 [Intentionally
Omitted]  16


Appendix 4 Unexecuted Technology and License
Agreement (Beginning on following page)  ********  17


Appendix 5 Form of Invoice (Beginning on following page)  18


VITESSE
  SEMICONDUCTOR CORP741 CALLE PLANO
  
  
  
  PROFORMA
  INVOICECAMARILLO, CA
  93012
  
  
  
  RMC20090630USATel: (805) 388-3700Fax: (805) 445-2289
  
  
  
  DATE          30-Jun-09  BILL TO:
  
  1978
  
  
  
  SHIP TO:
  
  1978********
  
  
  
  
  
  ****************
  
  
  
  
  
  ****************
  
  
  
  
  
  ****************
  
  
  
  
  
  ****************
  
  
  
  
  
  ********SALESPERSON
  
  SALES
  ORDER
  
  PURCHASE
  ORDER
  
  DATE
  SHIPPED
  
  SHIPPED
  VIA
  
  TERMS*. *****
  
  NA
  
  Per Agreement called out below
  
  6/30/2009
  
  NA
  
  NET 15 DAYSQUANTITY
  
  PART
  NUMBER
  
  DESCRIPTION
  
  UNIT PRICE
  
  TOTALLot
  
  Vitesse Patents
  
  Patent Sales & Purchase
  
  
  
  $
  8,250,000.00VITESSE FEDERAL I.D.# **-*******WIRE TRANSFER DIRECTIONS:
  
  SUBTOTAL
  
  $
  8,250,000.00TO: WELLS FARGO BANKROUTING & TRANSIT #: *********FOR CREDIT OF: VITESSE MAIN
  OPERATING ACCOUNT
  
  SALES TAX
  
  $
  0.00CREDIT ACCOUNT #: **********BY ORDER OF: NAME OF SENDER AND
  INVOICE NUMBERSSHIPPING &
  HANDLING
  
  $
  0.00OTHER
  
  $
  0.00TOTAL
  
  $
  8,250,000.00  19