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                                                                    EXHIBIT 10.2


                                AMENDMENT NO. 01

                                     TO THE

               Agreement for Purchase of Products - OEM Agreement

      Dated 21 January 1999 Between Accelerated Networks, Inc., and Siemens
           Information and Communication Networks, Inc. ("Agreement")


WHEREAS, Siemens has entered into an agreement with WinStar Communications, Inc.
further amended to incorporated Accelerated Products ("WinStar Agreement"); and

WHEREAS, Siemens requested Accelerated Networks modify the terms and conditions
of the Agreement to incorporate certain changes and considerations
("Amendment"), and

WHEREAS, such changes shall be applicable only to the extent that Siemens is
dealing with WinStar and its affiliates as its end user customer under the above
referenced WinStar Agreement. In all other cases, unless specifically modified
or changed in a separate amendment, the Agreement shall remain in full force and
effect.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, the parties hereto agree to amend the Agreement as follows:

1.   Scope of this Amendment:

     This amendment complements and modifies the Agreement and its attachments,
     amendments, exhibits and schedules to incorporate certain changes with the
     intent of supporting certain terms and conditions of the WinStar Agreement.

2.   Definitions:

     Wherever the word Siemens is set forth in the Agreement and in this
     Amendment it shall mean Siemens Information and Communication Networks,
     Inc. and Siemens Carrier Networks LLP.

3.   Changes to the Agreement:

     a.   Article 5.2.4, the first sentence after the word Siemens in the fifth
          line add the words: ", only after written notice," and at the end of
          this sentence add the following: "or if the parties mutually agree to
          other invoicing terms."



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     b.   Article 5.2.4, the last sentence shall read: "Siemens shall be
          permitted to reschedule any purchase order up to two times without
          additional charge."

     c.   Article 5.2.5, the last sentence of the first paragraph shall read:
          "Accelerated may be reimbursed by Siemens for reasonable storage and
          insurance costs to be mutually agreed by the parties associated with
          any Product deliveries which are rescheduled within 45 days of the
          original shipdate."

     d.   Article 5.3.2, at the end of the second sentence add the following:
          "and when requested by Siemens, Company shall provide reasonable bar
          coding for Product and packaging as may be required by Siemens'
          end-user customer (WinStar)."

     e.   Article 11.3.3 after the words any and all, add the following:
          "applicable industry standards,"

     f.   Article 13.0.1: in the second sentence after the word Siemens, add the
          following: "a perpetual, fully paid, royalty free, irrevocable, and a
          world-wide right and license to use, copy, access, display, operate
          and process the Software in connection with WinStar's use of the same
          on the WinStar's System on which it was originally installed."

     g.   Service Level Agreement attached to the Agreement to the definition of
          Maintenance Release in 1. Definitions, after the word problems, add
          the following: and may also provide minor improvements to existing
          Software features and functionality.

     h.   Article 12.0 after the word Date, is changed to read as follows: "and
          continue for sixty-six (66) months from the Effective Date with regard
          to the WinStar Agreement."

     i.   Article 12.0 at the end of the last paragraph add the following: "The
          parties herein agree to extend the terms and conditions of the
          Agreement and its amendment to Siemens for use of products by Siemens'
          end-user customer, WinStar, in other countries outside of the United
          States territory.

     j.   Article 13.1 replaced with the following:

     13.1 TECHNICAL MATERIALS ESCROW

     Within ninety (90) days following the execution of this Amendment
     Accelerated, Siemens and Data Securities International, Inc. will enter
     into a written Escrow Agreement ("Escrow Agreement") to deposit technical
     information and documentation of Accelerated Products for the purpose of
     supporting Siemens commitment in the WinStar

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     Agreement. Accelerated represents and warrants that the Escrowed
     Materials shall, at all times, be sufficient for an individual reasonably
     experienced in Integrated Access Devices Technology to understand and
     utilize such materials to support the Products as contemplated herein.
     During the Term of the WinStar Agreement, Accelerated will maintain such
     Escrow Materials current with respect to the hardware and software
     Products purchased by Siemens under the Agreement. The escrow agent will
     make the Escrow Materials available to the beneficiaries upon notice to
     the escrow agent that one of the following has occurred:

     (i)      the institution by Accelerated of insolvency, receivership or
              bankruptcy proceedings;

     (ii)     a general assignment by Accelerated for the benefit of creditors;

     (iii)    the appointment of a receiver for accelerated,

     (iv)     the filing of creditors of Accelerated of a petition in bankruptcy
              against Accelerated which is not stayed or dismissed within sixty
              (60) days);

     (v)      Accelerated ceasing to manufacture or to deal in the Products or
              components thereof;

     (vi)     Accelerated's failure to correct or cure any Defects in accordance
              with this Agreement within sixty (60) days following Accelerated's
              receipt of a written notice thereof from Siemens and Accelerated's
              failure to diligently commence remedial steps to correct or cure
              such defects within such sixty (60) day period and to diligently
              prosecute such correction or cure; or

     (vii)    Siemens' termination of this Agreement for cause in accordance
              with Section 12.1.

     (items (i) through (vii) hereinafter referred to as the "Release
     Conditions").

     The escrow agent will give written notice to Accelerated contemporaneously
     with the delivery of the Escrow Materials to any beneficiary. In the event
     it is determined that a Release Condition did not occur, beneficiaries will
     be required to promptly return the Escrow Materials to the escrow agent.

     Beneficiaries shall be entitled to use the Escrow Materials as necessary to
     support and maintain its purchased Products. Such use shall include the
     right to copy, disclose, modify, enhance, upgrade, revise, and create
     derivative works of such Escrow Materials. Beneficiaries shall be entitled
     to permit its officers, employees, agents, advisors, third party
     consultants and service providers to use the Escrow Materials on their
     behalf. With respect to beneficiaries' disclosures to third parties,
     beneficiaries agree to only disclose the Escrow Materials to third parties
     that are working for beneficiaries under a confidentiality arrangement.
     Beneficiaries will immediately return the Escrow Materials, including all
     copies thereof, to the Escrow Agent when beneficiaries no longer require
     the Escrow Materials for the purposes


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     permitted hereunder. Without limiting the generality of the foregoing, in
     the event the Release Condition relates to item (vi) above, beneficiaries
     will return the Escrow Materials following correction of the Defect.

The terms and conditions of this Amendment supersede any conflicting terms and
conditions of the Agreement in regard to the procurement of Products set forth
in the WinStar Agreement. Unless otherwise stated herein, the remaining terms
and conditions of the Agreement are unchanged and remain in full force and
effect.

IN WITNESS WHEREOF, this Amendment has been executed and delivered by the
undersigned officers, thereunto, duly authorized, as of the date last written
below.



ACCELERATED NETWORKS, INC.          SIEMENS CARRIER NETWORKS, INC.

BY:    /s/ Ronald L. Hughes         BY:  /s/  John D. McGoun

NAME:  Ronald L. Hughes             NAME:  John D. McGoun

TITLE: Director of Contracts        TITLE: Manager, Subcontracts

DATE:    10/06/00                   DATE:     10/16/00