Xalted Networks, Inc.: Exhibit 10.6 - Filed by newsfilecorp.com






Confidential

STOCK PURCHASE AGREEMENT

     THIS Stock Purchase
Agreement (hereinafter referred to as the “Agreement”) is dated as of
February 15, 2006 (the “Effective Date”), by and between Xalted
Information Systems, Pvt., Ltd., an Indian corporation (the “Company”)
(the “Company”), and Pratap (Bob) Kondamoori (“Mr. Kondamoori”)
and Raj Manikonda (“Mr. Manikonda” and together with Mr. Kondamoori,
collectively the “Buyers” and individually a “Buyer”). The Buyers
and the Company are sometimes hereinafter referred to collectively as the
“Parties” and individually as a “Party.”

     WHEREAS, the Buyers are
residents of the country of India. 

     WHEREAS, the Company
agrees to sell certain of its 570,039 shares to Mr. Kondamoori (the “K
Shares”) and 190,028 of its shares to Mr. Manikonda (the “M Shares,
and together with the K Shares, collectively the “Shares”) and the Buyers
agree to buy such Shares from the Company at the terms and conditions set forth
in this Agreement.

     WHEREAS, the Parties
entered into a Share Exchange and Restricted Stock Purchase Agreement (this
“Exchange Agreement”), dated October 1, 2004, under which the Buyers,
among other things, agreed to exchange their then existing Company shares for
shares in Xalted Networks, Inc., a Delaware corporation (“XNI”).

     WHEREAS, the Parties have
entered into an Amendment to the Exchange Agreement and Option to Purchase and
Right to Distributions Agreement on the date hereof (the “First
Amendment”) on the date hereof, which, among other things, rescinded a
portion of the transfer of the Company shares by the Buyers under the Exchange
Agreement and gave XNI beneficial ownership over, the right to distributions in
connections with, the power to vote and the option to receive (when allowed by
Indian law) all of the shares of Company owned by the Shareholders (collectively
the “Rights”).

     WHEREAS, the Buyers agree
and intend to subject and include the Shares bought under this Agreement to the
terms and conditions of the First Amendment, which is to be signed on the date
hereof.

     NOW, THEREFORE, THE PARTIES HERETO
AGREE AS FOLLOWS:

          1.
Purchase and Sale of Shares. Subject to the terms and conditions of this
Agreement, the Buyers agree to purchase and the Company agrees to sell to the
Buyers the Shares at the par value per share of the Shares.

          2.
The First Amendment. The Parties agree that the Share bought hereunder
shall be included in and subject to the terms and conditions of the First
Agreement.

          3. The
Company represents that (i) it has good title to the Shares, (ii) it has all
necessary power and authority to enter into and perform this Agreement, and
(iii) this Agreement constitutes its valid and binding obligation. 

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Confidential

     4. For valid consideration,
receipt of which the Company acknowledges by execution of this Agreement, the
Company transfers and assigns to the Buyers all of its right, title and interest
to the Shares.

     5. The Buyers accepts ownership
of the Shares under the terms and conditions of this Agreement.

     6. Each Buyer individually represents
and confirms as follows:

          a. The
Buyer is acquiring the Shares solely for its own account for investment, not as
a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and the Buyer has no present intention of selling, granting any
participation in, or otherwise distributing the same.

          b. The
Buyer does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or any third
person, with respect to any of the Shares.

          c. The
Buyer has had an opportunity to ask questions of and receive answers from the
Company regarding the Company, its business and prospects and the terms and
conditions of the sale of the Shares. Buyer has received all the information it
considers necessary or appropriate for deciding whether to acquire the
Shares.

          d. The
Buyer has previously invested in securities of companies in the development
stage and acknowledges it is able to fend for itself, can bear the economic risk
of its investment and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits of acquiring the Shares.

     7. This Agreement shall be
governed by and construed under the laws of the Country of India as applied to
agreements among California residents entered into and to be performed entirely
within India. 

     8. The Parties agree to execute
such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.

     9. This Agreement shall be
binding upon the Buyer, successors, assigns and legal representatives of the
Parties hereto.

     10. This Agreement may be signed
by facsimile and executed in counterparts with the same force and effect as if
each of the signatories had executed the same instrument.

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Confidential

     IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as the Effective Date.

	MR. KONDAMOORI: 	 	MR. MANIKONDA 	 
	  	 	  	 
	Signature: /s/ Pratap (bob) Kondamoori 	 	Signature: /s/ Raj Manikonda 	 
	Name: Pratap (bob) Kondamoori 	 	Name: Raj Manikonda 	 
	  	 	  	 
	  	 	  	 
	THE COMPANY: 	 	  	 
	  	 	  	 
	Signature: /s/ Raj Manikonda 	 	  	 
	Name: Raj Manikonda 	 	  	 
	Title: Managing Director 	 	  	 
	  	 	  	 
	Signature: /s/ Pratap (Bob) Kondamoori 	 	  	 
	Name: Pratap (Bob) Kondamoori 	 	  	 
	Title: Chief Executive Officer 	 	  	 


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