Xalted Networks, Inc.: Exhibit 10.5 - Filed by newsfilecorp.com






Confidential

	AMENDMENT TO EXCHANGE AGREEMENT 
	AND 
	OPTION TO PURCHASE 
	AND RIGHT TO DISTRIBUTIONS 
	AGREEMENT 


     THIS Amendment to the
Exchange Agreement, defined below, and Option to Purchase and Right to
Distributions Agreement (the “Agreement”) is effective on February 15,
2006 (the “Effective Date”), and made and entered into by and among
Xalted Networks, Inc. (“Xalted America”), a Delaware corporation,
Rajendra Manikonda (“Mr. Manikonda”), an individual, and Pratap (Bob)
Kondamoori (“Mr. Kondamoori”), an individual. Mr. Kondamoori and Mr.
Manikonda are hereinafter sometimes referred to collectively as the
“Shareholders” and individually as a “Shareholder.” Xalted America
and the Shareholders are hereinafter sometimes referred to collectively as the
“Parties” and individually as a “Party.” Capitalized terms, used
in this Agreement but not defined herein, shall have the meaning assigned to
them in the Exchange Agreement, as defined below.

     WHEREAS, the Parties and
Xalted Information Systems, Pvt., Ltd., an Indian corporation (“Xalted
India”), entered into a Share Exchange and Restricted Stock Purchase
Agreement (this “Exchange Agreement”), dated October 1, 2004 under which
the Shareholders, among other things, agreed to exchange their Xalted India
Stock for the Mr. Kondamoori Shares and the Mr. Manikonda Shares as shown in
Exhibit B to the Exchange Agreement.

     WHEREAS, the Parties have
decided after discussions with the Registered Bank of India and others
(collectively the “RBI”) that certain restrictions (the “RBI
Restrictions”) require the amendment of the Exchange Agreement to (i)
rescind the legal transfer of 30% of the Xalted India Stock (the “Rescinded
Stock”); (ii) give an irrevocable option to Xalted America to purchase the
Rescinded Stock from the Shareholders for a total price of $1.00 (the “Total
Price”) when the Parties agree in good faith that the RBI Restrictions are
no longer applicable; (iii) allow the Shareholders to sell such Rescinded Stock
only to Xalted America for the Total Price when the Parties in good faith agree
that the RBI Restrictions are no longer applicable; (iv) require the
Shareholders to give any dividends or other distributions of any kind whatsoever
including without limitation liquidation proceeds received by the Shareholders
on the Rescinded Stock to Xalted America; (v) give all voting rights associated
with such Rescinded Stock to Xalted America; (vi) to transform the exchange of
the stock into two separate cash purchases.

     WHEREAS, the Parties agree
that at all times the activities contemplated under this Agreement will be
subject to, and will at all times conform to and comply with, all applicable
laws 

     NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

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ARTICLE 1. 
THE AMENDMENT

     1.1 The Parties agree to amend the
Exchange Agreement as follows: 

          1.1.1.
The Rescission.

               1.1.1.1
The exchange of the Restricted Stock under the Exchange Agreement is
rescinded.

              
1.1.1.2 The Shareholders agree to sell the Restricted Stock to Xalted America
for the Total Price when the Parties agree in good faith that the RBI
Restrictions are no longer applicable.

         
     1.1.1.3 The Parties agree that $0.75 of the Total
Price will be paid to Mr. Kondamoori and $0.25 of the Total Price will be paid
to Mr. Manikonda.

         
     1.1.1.4 The Shareholders agree to give to Xalted
America any dividends and other distributions of whatever kind issued by Xalted
India (collectively the “Distributions”) within one business day of
receiving such Distributions.

         
     1.1.1.5 The Shareholders hereby assign to Xalted
America all of the voting rights associated with the Rescinded Stock and agree
to execute any proxy necessary, as required by Xalted India, to allow Xalted
America to vote such Restricted Stock.

         
     1.1.1.6 The Shareholders hereby give Xalted
America the right to receive the proceeds from a liquidation, sale, merger or
comparable transaction including a sale of assets of Xalted India associated
with the Rescinded Stock.

         
     1.1.1.7 The Shareholders agree to sell the
Rescinded Stock to Xalted India for a total price of $1.00 when the Parties
agree in good faith that the RBI restrictions are no longer applicable.

         
     1.1.1.8 The Parties hereto agree that it is their
intention to create a beneficial ownership of the Rescinded Stock for Xalted
America but for the Shareholders to retain legal ownership of the Rescinded
Stock to comply with the RBI Restrictions.

         
     1.1.1.9 Exhibit B to the Exchange Agreement is
deleted in its entirety and replaced by Exhibit A attached hereto. Exhibit A
shows that Mr. Kondamoori holds 324,750 and Mr. Manikonda holds 108,750 of the
Rescinded Stock pursuant to the terms and conditions of this Amendment. Xalted
will own free and clear 1,011,500 shares of the India Stock.

          1.1.2
The Cash Transaction. The Parties agree and acknowledge that the Exchange
Agreement effectuated the purchase of Xalted India by an exchange of Xalted
Stock for the Xalted India Stock. The Parties agree and acknowledge that the
exchange of stock occurred on or about the effective date of the Exchange
Agreement. The Parties also agree and acknowledge that the RBI Restrictions required Xalted to pay
cash for the Xalted India Stock from the Shareholders. Accordingly the Parties
agree to amend the Exchange Agreement and to execute all additional documents
necessary to amend the Exchange Agreement to show two different transactions:
(i) the purchase of the Xalted America Stock by the Shareholders for $347,152.30
in cash and (ii) the purchase of the Xalted India Stock from the Shareholder by
Xalted America for $347,152.30 in cash. The Parties agree that Xalted America
transferred $75,000.00 and $25,632.94 to Mr. Manikonda on November 23, 2005 and
December 8, 2005, respectively, and $296,867.42 to Mr. Kondamoori on December 8,
2005, to purchase the Xalted India Shares, based on the RBI requirements. The
Parties agree that the Mssrs. Kondamoori and Manikonda must pay Xalted America
$260,086.49 and $87,065.97 respectively and to pay any taxes associated with the
transaction to purchase the Xalted Shares. The Parties agree that Mr. Kondamoori
sent $372,500.00 in October and November of 2005 to Xalted America to purchase
their Xalted Shares. Based on the amounts paid the Parties to each other, the
Parties agree that Mr. Kondamoori is now owed $3,132.58, as set forth in the
promissory note, attached hereto as Exhibit B, and that Mr. Manikonda owes the
Company $28,132.94, as set forth in the promissory note, attached hereto as
Exhibit C. Notwithstanding the above, the Parties agree that Xalted America
legally or beneficially owns all of the Xalted India Shares, including the
Restricted Shares subject to the rescission and conditions of this Amendment.

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ARTICLE 2. 
MISCELLANEOUS

     2.1 Governing Law. This
Agreement shall be governed in all respects by the internal substantive laws of
the State of California, of the United States of America.

     2.2 Successors and
Assigns. Except as otherwise provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon, the successors and assigns of the
parties hereto, provided, however, that the rights of the Shareholders to
exchange their Subsidiary Shares for Xalted America Shares shall not be
assignable without the prior written consent of the Company.

     2.3 Entire Agreement;
Amendment. This Agreement and the exhibits hereto constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof. Neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.

     2.4 Notices, etc. All
notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by registered or certified mail, postage prepaid, or
otherwise delivered by hand or by messenger, addressed 

          (a) If
to a Shareholder, at such Shareholder’s address as such Shareholder shall have
furnished to Xalted America, or 

          (b) If
to Xalted America as follows:

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	 	Xalted America Networks, Inc. 
	 	82 Pioneer Way, Suite 114 
	 	Mountain View, CA 94041 
	 	Attn: Chief Legal Officer 


     2.5 Delays or Omissions.
No delay or omission to exercise any right, power or remedy accruing to the
Shareholders upon any breach or default of Xalted America under this Agreement
shall impair any such right, power or remedy of the Shareholders nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character by any Shareholder of any
provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement, or by law or otherwise afforded to the
Shareholders, shall be cumulative and not alternative.

     2.6 Facsimile and
Counterparts. This Agreement may be signed by facsimile and executed in any
number of counterparts, each of which shall be an original and all of which
shall constitute one instrument.

     2.7 Severability. In the
event that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that no
such severability shall be effective if it materially changes the economic
benefit of this Agreement to any party.

     7.8 Binding Arbitration.
The Parties agree that any and all controversies or claims arising out of or
relating to this Agreement, or any alleged breach hereof, shall be resolved by
binding arbitration as prescribed herein. A single arbitrator shall conduct the
arbitration under the current rules of the American Arbitration Association
(“AAA”) and the provisions set forth herein. The arbitrator shall be
selected in accordance with the AAA procedures from a list of qualified people
maintained by the AAA. The arbitration shall be conducted in the city of San
Jose, California. All expedited procedures prescribed under the AAA rules shall
apply. There shall be no discovery other than the exchange of information, which
is provided to the arbitrators by the Parties. The arbitrator shall only have
authority to award compensatory damages and shall not have authority to award
punitive damages, other non-compensatory damages or any other form of relief.
Each Party shall bear its own costs and attorneys’ fees and disbursements. The
arbitrator’s decision and award shall be final and binding, and judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. If any Party files a judicial or administrative action
asserting claims subject to arbitration, as prescribed herein, and another Party
successfully stays such action and/or compels arbitration of said claims, the
Party filing said action shall pay the other Party’s costs and expenses incurred
in seeking such stay and/or compelling arbitration, including reasonable
attorneys’ fees and disbursement.

     IN WITNESS WHEREOF, this
Agreement has been duly executed and delivered by the duly authorized officer of
each Party as of the Effective Date.

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Confidential

	Xalted America 	Mr. Kondamoori 
	  	  
	Signature: /s/ Christopher L. Rasmussen
      	Signature: /s/ Pratap (Bob) Kondamoori 
	Name: Christopher L. Rasmussen 	Name: Pratap (Bob) Kondamoori 
	Title: VP-Law and General Counsel 	  
	  	  
	  	  
	Mr. Manikonda 	Xalted India 
	  	  
	Signature: /s/ Rajendra Manikonda 	Signature: /s/ Rajendra Manikonda 
	Name: Rajendra Manikonda 	Name: Rajendra Manikonda 
	  	Title: Managing Director 


[Signature Page for the Amendment to the Exchange Agreement and
Option to Purchase and Right to Distribution Agreement]

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Confidential

EXHIBIT A 
STOCK OWNERSHIP

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Confidential

EXHIBIT B 
STOCK OWNERSHIP

	  	  	Before Exchange 	 	After Exchange 	 	  	 
	  	  	XI1 Common 	 	XI Common 	 	XI Common 	 	XA2 CC 	 
	  	Shareholder 	  	 	Held for XA 	 	Owned by XA 	 	  	 
	  	  	  	 	  	 	  	 	  	 
	1. 	Mr. Kondamoori 	1,082,500 	 	324,750 	 	  	 	385,885 	 
	2. 	Mr. Manikonda 	362,500 	 	108,750 	 	  	 	129,178 	 
	3. 	Xalted America 	0 	 	  	 	1,011,500 	 	  	 
	  	  	1,455,000 	 	433,500 	 	1,011,500 	 	515,063 	 


___________________________________
1 XI is
Xalted India.
2 XA is Xalted America.

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Confidential

EXHIBIT B 
KONDAMOORI PROMISSORY NOTE

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Confidential

PROMISSORY NOTE

	$3,132.58 	February 15, 2006 
	  	Mountain View, California 


     For value received, Xalted
Networks, Inc., a Delaware corporation (the “Company”), promises to pay
to Pratap (Bob) Kondamoori (the “Holder”), an individual, the principal
sum of Three Thousand One Hundred Thirty Two Dollars and Fifty Eight Cents
($3,132.58) pursuant to the terms and conditions of this promissory note (the
“Note”). Interest shall accrue from the date of Note on the unpaid
principal amount at a rate equal to zero percent (0%) simple interest per
annum. This Note is subject to the following terms and conditions. The
Company and the Holder are hereinafter sometimes referred to collectively as the
“Parties” and individually as a “Party.”

     1. Maturity.
Unless repaid in whole early, this Note will automatically mature and be due
and payable on February 14, 2008 (the “Maturity Date”). Interest shall
accrue on this Note but shall not be due and payable until the Maturity Date.
This Note may be paid off at any time upon payment of the principal and any
accrued interest. The entire unpaid principal sum of this Note, together with
accrued and unpaid interest thereon, shall become immediately due and payable
upon: 

	
	(a)	 The insolvency of The Company,
	
	 	 
	
	(b)	 The commission of any act of bankruptcy by The
    Company,
	
	 	 
	
	(c)	 The execution by The Company of a general assignment
      for the benefit of creditors,
	
	 	 
	
	(d)	 The filing by or against The Company of a petition in
      bankruptcy or any petition for relief under the federal bankruptcy act or
      the continuation of such petition without dismissal for a period of ninety
      (90) days or more, or
	
	 	 
	
	(e)	 The appointment of a receiver or trustee to take
      possession of the property or assets of The Company.


     2. Payments.
All payments on the Note shall be made in lawful money of the United States
of America at such places and times as the Parties may agree. The Company may
prepay this Note at any time without penalty.

     3. Transfer; Successors and
Assigns. The terms and conditions of this Note shall inure to the
benefit of and be binding upon the respective successors and assigns of the
Parties. Notwithstanding the foregoing, neither Party may assign, pledge, or
otherwise transfer this Note without the prior written consent of the other
Party, whose consent may be withheld for any reason or no reason. Subject to the
preceding sentence, this Note may be transferred only upon surrender of the
original Note for registration of transfer, duly endorsed, or accompanied by a
duly executed written instrument of transfer in form satisfactory to the Holder.
Thereupon, a new note for the same principal amount and interest will be issued
to, and registered in the name of, the transferee. Interest and principal are
payable only to the registered holder of this Note.

     4. Governing Law;
Venue. This Note and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of California, without
giving effect to principles of conflicts of law. The parties acknowledge that
any action brought by either party to interpret or enforce any provision of this
Note shall be brought in, and each party agrees to and does hereby, submit to
the jurisdiction and venue of, the courts of Santa Clara county in the State of
California.

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     5. Notices.
Any notice required by this Note shall be in writing. Such notice shall be
deemed sufficient upon delivery, when delivered personally or by a
nationally-recognized delivery service (such as Federal Express or UPS), or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, addressed to the party to be notified at
such party’s address as set forth below or as subsequently modified by written
notice.

     6. Amendments and
Waivers. Any term of this Note may be amended only with the
written consent of The Company and at least a majority in interest of the
Company. Any amendment or waiver executed in accordance with this Section 6
shall be binding upon The Company, the Holders and each transferee of the
Notes.

     7. Action to Collect on
Note. If action is instituted to collect on this Note, The
Company shall pay all costs and expenses, including attorney’s fees, incurred in
connection with such action.

	 	THE COMPANY 
	 	  
	 	Signature: /s/ Tom Spanier 
	 	Name: Tom Spanier 
	 	Title: CFO 



	AGREED TO AND ACCEPTED: 
	 
	THE HOLDER 
	Signature: /s/ Pratap Kondamoori 
	Name: Pratap Kondamoori 


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EXHIBIT C 
MANIKONDA PROMISSORY NOTE

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PROMISSORY NOTE

	$28,132.94 	February 15, 2006 
	  	Mountain View, California 


     For value received, Rajendra
Manikonda (“Mr. Manikonda”), an individual, promises to pay to Xalted
Networks, Inc., a Delaware corporation (the “Holder” or the
“Company”), the principal sum of Twenty Eight Thousand One Hundred Thirty
Two Dollars and Ninety Four Cents ($28,132.94) pursuant to the terms and
conditions of this promissory note (the “Note”). Interest shall accrue
from the date of Note on the unpaid principal amount at a rate equal to zero
percent (0%) simple interest per annum. This Note is subject to the
following terms and conditions. Mr. Manikonda and the Holder are hereinafter
sometimes referred to collectively as the “Parties” and individually as a
“Party.”

     1. Maturity.
Unless repaid in whole early, this Note will automatically mature and be due
and payable on February 14, 2008 (the “Maturity Date”). Interest shall
accrue on this Note but shall not be due and payable until the Maturity Date.
This Note may be paid off at any time upon payment of the principal and any
accrued interest. The entire unpaid principal sum of this Note, together with
accrued and unpaid interest thereon, shall become immediately due and payable
upon: 

		(f)	
       The insolvency of Mr. Manikonda,

	 	 	 
		(g) 	
      The commission of any act of bankruptcy by Mr.
      Manikonda,

	 	 	 
		(h)	
       The execution by Mr. Manikonda of a general
      assignment for the benefit of creditors,

	 	 	 
		(i) 	
      The filing by or against Mr. Manikonda of a petition
      in bankruptcy or any petition for relief under the federal bankruptcy act
      or the continuation of such petition without dismissal for a period of
      ninety (90) days or more, or

	 	 	 
		(j)	
       The appointment of a receiver or trustee to take
      possession of the property or assets of Mr.
Manikonda.



     2. Payments.
All payments on the Note shall be made in lawful money of the United States
of America at such places and times as the Parties may agree. Mr. Manikonda may
prepay this Note at any time without penalty.

     3. Transfer; Successors and
Assigns. The terms and conditions of this Note shall inure to the
benefit of and be binding upon the respective successors and assigns of the
Parties. Notwithstanding the foregoing, neither Party may assign, pledge, or
otherwise transfer this Note without the prior written consent of the other
Party, whose consent may be withheld for any reason or no reason. Subject to the
preceding sentence, this Note may be transferred only upon surrender of the
original Note for registration of transfer, duly endorsed, or accompanied by a
duly executed written instrument of transfer in form satisfactory to the Holder.
Thereupon, a new note for the same principal amount and interest will be issued
to, and registered in the name of, the transferee. Interest and principal are
payable only to the registered holder of this Note.

     4. Governing Law;
Venue. This Note and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of California, without
giving effect to principles of conflicts of law. The parties acknowledge that
any action brought by either party to interpret or enforce any provision of this
Note shall be brought in, and each party agrees to and does hereby, submit to
the jurisdiction and venue of, the courts of Santa Clara county in the State of
California.

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     5. Notices.
Any notice required by this Note shall be in writing. Such notice shall be
deemed sufficient upon delivery, when delivered personally or by a
nationally-recognized delivery service (such as Federal Express or UPS), or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, addressed to the party to be notified at
such party’s address as set forth below or as subsequently modified by written
notice.

     6. Amendments and
Waivers. Any term of this Note may be amended only with the
written consent of Mr. Manikonda and at least a majority in interest of the
Company. Any amendment or waiver executed in accordance with this Section 6
shall be binding upon Mr. Manikonda, the Holders and each transferee of the
Notes.

     7. Action to Collect on
Note. If action is instituted to collect on this Note, Mr.
Manikonda shall pay all costs and expenses, including attorney’s fees, incurred
in connection with such action.

	 	RAJENDRA MANIKONDA 
	 	  
	 	  
	 	Signature: /s/ Rajendra Manikonda
	 	Name: Rajendra Manikonda




	AGREED TO AND ACCEPTED: 
	  
	  
	THE COMPANY 
	  
	  
	Signature: /s/ Pratap Kondamoori 
	Name: Pratap Kondamoori 
	Title: President and CEO 


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