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                                                                    EXHIBIT 10.2

Standard Manufacturing Agreement
Fine Pitch Confidential

                        STANDARD MANUFACTURING AGREEMENT

Fine Pitch Technology ("Fine Pitch") a subsidiary of Solectron Corporation, a
Delaware corporation, whose principle place of business is located at 11331
Valley View Street, Cypress CA 90630 and Accelerated Networks, Inc., a Delaware
corporation ("Customer") whose principle place of business is located at 301
Science Drive, Moorpark, CA 93021 in their desire to formulate a strategic
business relationship and to define their expectations regarding this
relationship, hereby agree as follows:


1.0  PRECEDENCE:

1.1  This Agreement is intended by Fine Pitch and Customer to operate as a basic
     set of operating conditions regarding their respective business
     relationship. Product specific requirements along with specific business
     terms and conditions will be mutually agreed to and documented by an
     addendum to this Agreement.

1.2  It is the intent of the parties that this Agreement and its addenda shall
     prevail over the terms and conditions of any purchase order, acknowledgment
     form or other instrument.

1.3  This Agreement may be executed in one or more counterparts, each of which
     will be deemed the original, but all of which will constitute but one and
     the same document. The parties agree this Agreement and its addenda may not
     be modified except in writing signed by both parties.


2.0  TERM

2.1  This Agreement shall commence on the effective date shown on the signature
     page of his Agreement, and shall continue for an initial term of one (1)
     year. This Agreement shall automatically be renewed for successive one (1)
     year increments unless either party requests in writing, at least ninety
     (90) days prior to the anniversary date, that this Agreement not be so
     renewed.


3.0  PRODUCT FORECAST

3.1  It is agreed that Customer will provide Fine Pitch, on a monthly basis, a
     rolling twelve (12) month Product forecast. This section, as appropriate,
     may be modified in an addendum to reflect specific Product requirements.

3.2  Customer and Fine Pitch will work together on a plan to ensure that the
     first units built by Fine Pitch are built at full turnkey (Fine Pitch will
     procure all the necessary material including the Hard Drive). Fine Pitch
     will allow Customer reasonable access to their facilities for purposes of
     monitoring and working with Fine Pitch quality control, manufacturing
     processes and production.


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Standard Manufacturing Agreement
Fine Pitch Confidential


4.0  MATERIAL PROCUREMENT

4.1  Fine Pitch is authorized to purchase materials using standard purchasing
     practices including, but not limited to, acquisition of material
     recognizing Economic Order Quantities, ABC buy policy and long lead time
     component management in order to meet the forecasted requirements of
     Customer. Customer recognizes its financial responsibility for the material
     purchased by Fine Pitch on behalf of Customer. This financial
     responsibility is more clearly defined in the addendum.

4.2  In the event of a termination or a cancellation of a Purchase Order or
     Material Release, and/or discontinuance of Product or excess material
     created by an engineering change, Customer agrees to compensate Fine Pitch
     for Products and material inventory as follows: (i) the contract price of
     all finished Products in Fine Pitch's possession, (ii) the cost of material
     inventory (including handling charges and value add), whether in raw form
     or work in process, and not returnable to the vendor or usable for other
     customers, (iii) the cost of material on order (including handling charges)
     which cannot be canceled, and (iv) any vendor cancellation charges incurred
     with respect to material canceled or returned to the vendor, or otherwise
     set forth in an addendum.

4.3  Fine Pitch shall undertake reasonable efforts to cancel all applicable
     component purchase orders and reduce component inventory through return for
     credit programs or allocate components for alternate programs if
     applicable.


5.0  PURCHASE ORDERS AND PRICE REVIEWS

5.1  Customer agrees to provide Fine Pitch Purchase Orders or Material Releases
     four (4) weeks in advance of delivery (or as otherwise provided by an
     addendum) and shall become effective upon acceptance of the order by Fine
     Pitch which is more clearly defined in the Addendum.

5.2  Fine Pitch and Customer will meet every three (3) months during the term of
     this Agreement to review pricing and determine whether any price increase
     or decrease is required. Any price change shall apply only to purchase
     orders or material releases issued after the effective date of such price
     change. However, the Customer Focus Team will meet on a more frequent basis
     (monthly) to discuss operational and quality related issues.


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Standard Manufacturing Agreement
Fine Pitch Confidential


6.0  DELIVERY

6.1  Fine Pitch will target 100% on time delivery, defined as shipment of
     Product by Fine Pitch within a window of three (3) days early and zero days
     late (of acknowledged date). This section, as appropriate, may be modified
     by an addendum to reflect specific Product requirements.

6.2  All shipments are EXW: Fine Pitch Facility, Cypress, CA (Incoterms 2000).

6.3  Fine Pitch and Customer shall agree to delivery schedule flexibility
     requirements specific to the Product as documented in the addenda.

6.4  Upon learning of any potential delivery delays, Fine Pitch will notify
     Customer as to the cause and extent of such delay.

6.5  If Fine Pitch fails to make deliveries at the specified time and such
     failure is caused by Fine Pitch, Fine Pitch will, at no additional cost to
     Customer, employ accelerated measures such as material expediting fees,
     premium transportation costs, or labor overtime required to meet the
     specified delivery schedule or minimize the lateness of deliveries.

6.6  Unless otherwise agreed to and stated in an Attachment to this Agreement,
     Fine Pitch will not undertake export activities on behalf of Customer.


7.0  PAYMENT TERMS

7.1  Fine Pitch and Customer agree to payment terms of Net 30 days from the date
     of invoice.

7.2  Currency will be in U.S. Dollars unless specifically negotiated and
     reflected in the addenda.


8.0  QUALITY

8.1  Fine Pitch shall manufacture the Products in accordance with the quality
     requirements, standards and expectations as mutually agreed to and
     reflected in the addenda.

8.2  Customer will have a right to conduct source inspection based on reasonable
     notice and reasonable timelines.


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Standard Manufacturing Agreement
Fine Pitch Confidential


9.0  ENGINEERING CHANGES

9.1  Customer may, upon advance written notice to Fine Pitch, submit engineering
     changes for incorporation into the Product. It is important that this
     notification include documentation of the change to effectively support an
     investigation of the impact of the engineering change. Fine Pitch will make
     a reasonable effort to review the engineering change and report to Customer
     within one (1) week. If any such change affects the price, delivery, or
     quality performance of said Product, an equitable adjustment will be
     negotiated between Fine Pitch and Customer prior to implementation of the
     change.

9.2  Fine Pitch agrees not to undertake significant process changes, design
     changes, or process step discontinuance affecting electrical performance
     and/or mechanical form and fit without prior written notification and
     concurrence of the Customer.


10.0 INVENTORY MANAGEMENT

10.1 Fine Pitch agrees to purchase components according to the Customer approved
     vendor list (AVL) including any sourcing plans as provided by the addenda.

10.2 All customer tooling/equipment furnished to Fine Pitch or paid for by
     Customer in connection with this Agreement shall:

     (a)  Be clearly marked and remain the personal property of Customer.

     (b)  Be kept free of liens and encumbrances.

     (c)  Unless otherwise agreed, Customer is responsible for the general
          maintenance of Customer tooling/equipment.

     Fine Pitch shall hold Customer property at its own risk and shall not
     modify the property without the written permission of Customer. Upon
     Customer's request, Fine Pitch shall redeliver the property to Customer in
     the same condition as originally received by Fine Pitch with the exception
     of reasonable wear and tear. In the event the property is lost, damaged or
     destroyed, Fine Pitch's liability for the property is limited to the book
     value of the property. During possession of the property,if required, Fine
     Pitch will maintain calibration on the property on a regularly scheduled
     basis.


11.0 CONFIDENTIAL INFORMATION

11.1 Fine Pitch and Customer agree to execute, as part of this Agreement, a
     Nondisclosure Agreement for the reciprocal protection of confidential
     information that will be included in the addendum.

11.2 Subject to the terms of the Nondisclosure Agreement and the proprietary
     rights of the parties, Fine Pitch and Customer agree to exchange, at least
     semi-annually, relevant process development information and business plans
     to include market trends, process technologies, product requirements, new
     product developments, available capacity and other information to support
     technology advancements by both Fine Pitch and Customer.


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Standard Manufacturing Agreement
Fine Pitch Confidential


12.0 WARRANTY

12.1 Fine Pitch warrants for a period of one (1) year from the date of
     manufacture of the Product, that (i) the Product will conform to the
     specifications applicable to such Product at the time of its manufacture,
     which are furnished in writing by Customer and accepted by Fine Pitch; (ii)
     such Product will be of good material (supplied by Fine Pitch) and
     workmanship and free from defects for which Fine Pitch is responsible in
     the manufacture; (iii) such Product will be free and clear of all liens and
     encumbrances and that Fine Pitch will convey good and marketable title to
     such Product. In the event that any Product manufactured shall not be in
     conformity with the foregoing warranties, Fine Pitch shall, at Fine Pitch's
     option, either credit Customer for any such nonconformity (not to exceed
     the purchase price paid by Customer for such Product), or, at Fine Pitch's
     expense, replace, repair or correct such Product. The foregoing constitutes
     Customer's sole remedies against Fine Pitch for breach of warranty claims.

12.2 Fine Pitch shall have no responsibility or obligation to Customer under
     warranty claims with respect to Products that have been subjected to abuse,
     misuse, accident, alteration, neglect or unauthorized repair.

     THE WARRANTIES CONTAINED IN THIS SECTION ARE IN LIEU OF, AND FINE PITCH
     EXPRESSLY DISCLAIMS AND CUSTOMER WAIVES ALL OTHER REPRESENTATIONS AND
     WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR
     PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING WITHOUT
     LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR
     A PARTICULAR USE.


13.0 TERMINATION

13.1 If either party fails to meet any one or more of the terms and conditions
     as stated in either this Agreement or the addenda, Fine Pitch and Customer
     agree to negotiate in good faith to resolve such default. If the defaulting
     party fails to cure such default or submit an acceptable written plan to
     resolve such default within thirty (30) days following notice of default,
     the nondefaulting party shall have the right to terminate this Agreement by
     furnishing the defaulting party with thirty (30) days written notice of
     termination.

13.2 This Agreement shall immediately terminate should either party; (i) become
     insolvent; (ii) enter into or file a petition, arraignment or proceeding
     seeking an order for relief under the bankruptcy laws of its respective
     jurisdiction; (iii) enter into a receivership of any of its assets or; (iv)
     enter into a dissolution of liquidation of its assets or an assignment for
     the benefit of its creditors.

13.3 Either Fine Pitch or Customer may terminate this Agreement without cause by
     giving One hundred twenty (120) days advance written notice to the other
     party.

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Standard Manufacturing Agreement
Fine Pitch Confidential


14.0 DISPUTE RESOLUTION

14.1 In the spirit of continued cooperation, the parties intend to and hereby
     establish the following dispute resolution procedure to be utilized in the
     unlikely event any controversy should arise out of or concerning the
     performance of this Agreement.

14.2 It is the intent of the parties that any dispute be resolved informally and
     promptly through good faith negotiation between Fine Pitch and Customer.
     Either party may initiate negotiation proceedings by written notice to the
     other party setting forth the particulars of the dispute. The parties agree
     to meet in good faith to jointly define the scope and a method to remedy
     the dispute. If these proceedings are not productive of a resolution, then
     senior management of Fine Pitch and Customer are authorized to and will
     meet personally to confer in a bona fide attempt to resolve the matter.

14.3 Should any disputes remain existent between the parties after completion of
     the two-step resolution process set forth above, then the parties shall
     promptly submit any dispute to mediation with an independent mediator. In
     the event mediation is not successful in resolving the dispute, the parties
     agree to submit the dispute to binding arbitration as provided by their
     respective jurisdiction as more clearly defined in the addendum.


15.0 LIMITATION OF LIABILITY

     IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, OR TORT
     (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE,
     SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL,
     CONSEQUENTIAL, EXEMPLARY DAMAGES OF ANY KIND WHETHER OR NOT EITHER PARTY
     WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


16.0 PATENT, COPYRIGHT AND TRADEMARK INDEMNITY

     Each party (the "indemnifying party") shall defend, indemnify, and hold
     harmless the other party from any claims by a third party of infringement
     of intellectual properties resulting from the acts of the indemnifying
     party pursuant to this Agreement, provided that the other party (i) gives
     the indemnifying party prompt notice of any such claims, (ii) renders
     reasonable assistance to the indemnifying party thereon, and (iii) permits
     the indemnifying party to direct the defense of the settlement of such
     claims.


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Standard Manufacturing Agreement
Fine Pitch Confidential


17.0 GENERAL

17.1 Each party to this Agreement will maintain insurance to protect itself from
     claims (i) by the party's employees, agents and subcontractors under
     Worker's Compensation and Disability Acts, (ii) for damages because of
     injury to or destruction of tangible property resulting out of any
     negligent act, omission or Willful misconduct of the party or the party's
     employees or subcontractors, (iii) for damages because of bodily injury,
     sickness, disease or death of its employees or any other person arising out
     of any negligent act, omission, or willful misconduct of the party or the
     party's employees, agents or subcontractors.

17.2 Neither party shall delegate, assign or transfer its rights or obligations
     under this Agreement, whether in whole or part, without the written consent
     of the other party. Such delegation, assignment or transfer shall not be
     unreasonably withheld. Failure by either party to enforce any provision of
     this Agreement shall not be deemed to be a continuing waiver or a waiver of
     any other default or other term and condition.

17.3 Neither party shall be liable for any failure or delay in its performance
     under this Agreement due to acts of God, acts of civil or military
     authority, fires, floods, earthquakes, riots, wars or any other cause
     beyond the reasonable control of the delayed party provided that the
     delayed party: (i) gives the other party written notice of such cause
     within fifteen (15) days of the discovery of the event; and (ii) uses its
     reasonable efforts to remedy such delay in its performance.

17.4 This Agreement shall be governed by, and construed in accordance with the
     laws of the State of California, excluding its conflict of laws provisions.
     In any action to enforce this Agreement, the prevailing party shall be
     awarded all court costs and reasonable attorney fees incurred.

17.5 Fine Pitch and Customer will mutually agree on a timeline and language for
     a press release announcing their relationship. Any other publicity will
     subject to mutual agreement.

17.6 Additional General terms and conditions are set forth in the addendum.


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IN WITNESS WHEREOF, the parties have executed this Agreement and it is effective
as of the latest date of execution set forth below.


Fine Pitch Technology, a subsidiary of       Accelerated Networks, Inc.
Solectron Corporation

By: /s/ Jeff Chiang                          By: /s/ Ronald A. Hughes
    -------------------------------              -------------------------------
Name:   Jeff Chiang                          Name:   Ronald A. Hughes

Title: General Manager                       Title: Director of Contracts

Date: 4/16/01                                Date: 4/10/01


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                  ADDENDUM TO STANDARD MANUFACTURING AGREEMENT

This Addendum (hereinafter "Addendum") is effective as of the latest date of
execution identified herein and is incorporated by reference into the Standard
Manufacturing Agreement (Agreement) executed between Accelerated Networks, Inc.
(ACCELERATED) and Fine Pitch Technology, A Solectron Subsidiary, (FINE PITCH)
dated on the latest date of execution, collectively "the parties".

The parties desire to clarify Product specific requirements, manufacturing and
quality requirements and other specific business terms and conditions.

In consideration of the foregoing and the agreements contained herein,
ACCELERATED and FINE PITCH hereby agree as follows:

1.0  Definitions

     1.1  "Approved Vendor List shall mean the list of vendors to be used to
          supply inventory list of the Bills of Materials included with each
          Specification.

     1.2  "Bills of Materials (BOM)" shall mean a listing or reference for the
          Components and Materials included in or required for the
          manufacture/assembly of the Products based on the Specifications.

     1.3  "Components" shall mean the parts, materials and supplies included in
          or required for each Product, as stipulated in the Bills of Materials.
          Components may be supplied by ACCELERATED as defined herein, if so
          indicated in the Bills of Materials.

     1.4  "Days" shall mean calendar days unless other wise specified, provided
          however if a deadline falls on a Saturday, Sunday or a United States
          Government recognized holiday, it shall be extended to the following
          regular day.

     1.5  "Delivery Date" shall mean a date for which delivery of a Product is
          requested in a ACCELERATED Purchase Order or is otherwise mutually
          established by the Parties.

     1.6  "Downside" shall mean the percentage decrease in the quantity of
          Products that ACCELERATED may purchase less than the quantities in any
          Purchase Order.

     1.7  "Upside" shall mean the percentage increase in the quantity of
          Products that ACCELERATED may purchase above the quantities in any
          Purchase Order.

     1.8  "Engineering Change Order" (ECO) shall mean the document that details
          a change in the Specifications and/or design of a Product.

     1.9  "Excess Inventory" shall mean those components listed in the
          Specifications which are in FINE PITCH or its subcontractors
          possession, whose quantity exceed ACCELERATED Purchase Order
          requirements, at a referenced date and/or termination.


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     1.10 "Intellectual Property " shall mean all rights held by either Party in
          its Products and/or Confidential Information, including, but not
          limited to each Party's patent rights, copyrights, trade secret
          rights, mask work rights and other intellectual property and
          proprietary rights, restrictions on the manufacture, assembly or
          distribution of the Products or the subsequent use, sale or repair of
          the Products as purchased by ACCELERATED from FINE PITCH.

     1.11 "Inventory" shall mean raw materials, supplies and componenets that
          comprise Product pursuant to this Agreement.

     1.12 Long Lead Time Components and Materials" shall mean the Inventory used
          to manufacture the Products that require a longer time to procure than
          the time from Purchase Order acceptance to production start
          time."Minimum Order Quantity Components and Materials" shall mean the
          Inventory that is procurable only in minimum quantities that exceed
          that quantities required for ACCELERATED Purchase Orders.

     1.13 "Non-Cancelable Non-Returnable (NCNR) Components and Materials shall
          mean (i) Inventory listed on the Bills of Materials that is procured
          from suppliers that will not accept returns or cancellations once such
          Inventory is ordered and built or (ii) Inventory that may not be
          returned because the right of return has expired.

     1.14 "Product" shall mean the ACCELERATED part number or assembly
          identification specified in each Purchase Order for Components,
          Printed Circuit Boards (PCBs) assemblies and/or Box Assemblies issued
          under this Agreement and as described in the Specifications. There can
          be multiple versions of a Product, based on differences provided for
          the Bills of Materials.

     1.15 "Program Manager" shall mean the Acceptable FINE PITCH resource and
          the ACCELERATED resource that will manage the over-all effort defined
          in the Agreement.

     1.16 "Program Reviews" shall mean the scheduled review meetings (monthly
          and/or quarterly) to review the over-all Program status. ACCELERATED
          and FINE PITCH shall meet to develop the frequency, agenda and
          contents of these meetings.

     1.17 "Purchase Order" shall mean the ACCELERATED written authorization
          submitted to FINE PITCH and accepted by FINE PITCH as identified
          herein stipulating the product(s), Engineering Change and/or Revision
          level, quantity, pricing, and requested delivery date(s). The terms of
          this Agreement shall control over printed terms on any Purchase Order,
          acknowledgement, confirmation or invoice.

     1.18 "Specifications" shall mean the written specifications provided by
          ACCELERATED for the manufacture and testing of the Product including,
          without limitation, the current revision number, Approved Vendor List
          (AVL), Bills of Material (BOMs), manufacturing procedures, schematics,
          testing procedures, drawings and documentation.

     1.19 "Statement of Work" shall mean a document submitted by Accelerated and
          agreed to by FINE PITCH that defines a particular product to be
          assembled, manufactured or modified and references a product
          specification or any other requirement or change in scope of work.
          Such a document as defined herein will be submitted with each Purchase
          Order and will be subject to the terms and conditions of the Agreement
          and this Addendum.


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     1.20 "Exhibits" shall include the following;

          Exhibit A   Product Price List
          Exhibit B   Minimum Order Quantity Components and Materials
          Exhibit C   Long Lead Time Components and Materials
          Exhibit D   Non-Cancelable Non-Returnable (NCNR) Components and
                      Materials
          Exhibit E   List of Products and Revision Level; and Prices for Rework
          Exhibit F   Consigned Tooling and Equipment
          Exhibit G   Workmanship Standards

The Exhibits will be added to the Addendum subsequent to execution of the
Agreement and the Addendum. The parties agree these Exhibits will be completed,
signed and dated by both parties within sixty (60) days of the latest date of
execution of the Agreement. Each Exhibit will be effective and incorporated by
reference into the Agreement on the latest date of execution of each Exhibit.

2.0  Manufacture of Products. During the term of this Agreement, FINE PITCH
     shall manufacture and test the Products in accordance with the
     Specifications and as requested pursuant to ACCELERATED purchase orders ,
     including any Statement of Work, if applicable, and maintain manufacturing
     records in accordance with reasonable industry standards. All inventory and
     equipment required in connection with such manufacture and testing other
     than what is being supplied by Accelerated will be acquired or supplied by
     FINE PITCH pursuant to the Specifications. Test ICT fixtures and functional
     test equipment will be supplied by Accelerated.

     2.1  Program Management. Each party shall appoint a technical coordinator
          to maintain technical liaison with the other party in connection with
          the initial coordination and implementation of the manufacture of the
          Products as well as ongoing support issues thereafter. This
          coordination will be with regard to all technical aspects of the
          Program but not limited to the release of the manufacturing
          specifications, design or engineering of the Products, pending ECOs
          and release dates, and the status of the manufacturing program. The
          parties shall agree in writing as to the frequency (monthly or
          quarterly) of these business performance reviews including but not
          limited to documentation, quality, delivery, field quality
          communications, responsiveness, costs, payments and other related
          issues. The Program Managers will coordinate these meetings.

     2.2  Quality Requirements. FINE PITCH agrees that the manufacture of the
          Products under terms of this Agreement will be in accordance with
          Workmanship Standards as detailed in Exhibit G. FINE PITCH agrees to
          maintain and be responsible for ISO 9002, Revision 2000 certification
          effective June 2001. Accelerated and FINE PITCH shall mutually agree
          in writing, within ninety (90) days after the consummation of this
          Agreement, on development of the minimum quality performance
          measurements and quarterly reports such as supply yields for all
          processes, process capability data, on-time delivery, performance to
          standard lead times, RMA's processed in the standard time, audit
          failure rates and action steps necessary in the event these measures
          are not met.

     2.3  Product Training. ACCELERATED and FINE PITCH will jointly develop a
          program specifying which processes, the number of personnel and where
          the personnel of FINE PITCH are to be trained on the Products. FINE
          PITCH, during the term of this agreement including any extensions,
          will maintain a sufficient and trained staff of personnel to
          adequately support all of the requirements set forth in this
          agreement.


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3.0  Consigned Materials. ACCELERATED may supply consigned materials to FINE
     PITCH.ACCELERATED agrees that all consigned materials, including
     Components, shall be delivered to FINE PITCH in sufficient time and in
     sufficient quantities, taking into account mutually agreed to Attrition
     levels by the parties, to allow FINE PITCH to meet scheduled delivey dates
     for the applicable Products. ACCELERATED agrees that all consigned
     materials shall be in good condition, meet Products Specifications, be
     packaged in a readily usable format, and be free of any material defects or
     deficiencies. ACCELERATED shall retain all rights, title and interest in
     ACCELERATED Components delivered herein, and ACCELERATED Components shall
     be used, without modification, unless directed in writing by ACCELERATED
     and used only in filling purchase orders from ACCELERATED. FINE PITCH shall
     bear all risk of damage or loss for ACCELERATED Components until such
     ACCELERATED Components are returned to ACCELERATED, or otherwise leaves the
     care and custody of FINE PITCH at ACCELERATED'S request. FINE PITCH shall
     keep the Components segregated for tracking and inventory management
     purposes and shall use the same degree of care it uses in managing and
     protecting it's own inventory. FINE PITCH shall not be obligated to
     purchase any excess consigned materials.

4.0  License Grant. Subject to the terms and conditions of this Agreement,
     ACCELERATED grants FINE PITCH a non-transferable, non-exclusive,
     royalty-free license with the right to grant sublicenses, as set forth in
     Section 5.0, under ACCELERATED'S Intellectual Property Rights to use the
     Specifications and any ACCELERATED inventory solely to manufacture the
     Products and otherwise perform its obligations hereunder.

5.0  Subcontractor. FINE PITCH may grant sublicenses under the license granted
     in Section 4.0; provided however, (i) any sublicense shall be subject to
     the prior written approval of ACCELERATED, which approval shall not be
     unreasonably withheld, and (ii) such sublicense shall bind such
     subcontractor to the same terms and conditions of this Agreement.

6.0  Packing and Shipping. FINE PITCH shall package and pack Products to a best
     commercial practice that will provide reasonable protection against damage
     (including static) during shipment (ground, air or ship), and handling.
     From time to time Accelerated will require FINE PITCH to deliver product
     directly to Acclerated customers. FINE PITCH and Accelerated will mutually
     develop and agree on implementing such a requirement which may include
     Shipping and Receiving Transaction Bar Code Label Specifications.

7.0  Finish Goods Inventory. ACCELERATED and FINE PITCH to discuss at a later
     date a mutually agreeable process and procedure where ACCELERATED will
     submit Purchase Orders (i.e. over and above binding Purchase Orders and
     forecasts as set forth in paragraph 15.0) to FINE PITCH to manufacture
     completed Product to be held at FINE PITCH. The parties agree that they
     intend to add this process to the Agreement. The parties will enter into
     good faith negotiations to complete this process and add finish goods
     inventory to this Agreement within 180 days of the date of execution.

8.0  Acceptance. All Products supplied by FINE PITCH under this Agreement shall
     conform to the Specifications. Notwithstanding any prior inspection or
     payment by ACCELERATED, ACCELERATED may reject any portion of any shipment
     of Products which is not conforming to the Specifications as determined by
     ACCELERATED following quality control tests and inspection or as otherwise
     found to be defective including defects in workmanship. Any Products so
     returned to FINE PITCH shall be repaired or replaced, at FINE PITCH' option
     and expense, within ten (10) business days of receipt by FINE PITCH of the
     rejected Product; provided that (i) ACCELERATED obtains a Return Material
     Authorization ("RMA") from FINE PITCH prior to returning the Products and
     FINE PITCH shall provide ACCELERATED with a RMA promptly upon request, (ii)
     the Products are returned within sixty (60) calendar days of the date the
     Product was received by ACCELERATED from FINE PITCH, and (iii) the failure
     analysis conducted by ACCELERATED shall accompany the Product.


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9.0  Right of Return. In the event of a epidemic failure cause by a material
     defect in workmanship, manufacture of the Product, which is exhibited in 5%
     or more of the field or other failures that have been shipped within the
     previous six months of discovery of the defect, FINE PITCH and Accelerated
     agrees to jointly develop and support a program to identify and resolve the
     failure defect. Any cost implications will be included and resolved as part
     of the program at no cost to Accelerated, unless design induced failures.

10.0 Limitation on Liability. FINE PITCH shall have no liability or
     responsibility for any costs, losses or damages due to defective or failed
     product claims to the extent that the claims result from (FINE PITCH'S
     compliance with ACCELERATED supplied Specifications and/or manufacturing
     process, (b) inadequate operating environment, accident, disaster, neglect,
     abuse or misuse, (c) design flaws or design parameters exceeding or
     violating component specifications for components either supplied or
     directed to be purchased by ACCELERATED, (d) external or environmental
     factors after shipment from FINE PITCH, (e) follow-up handling, processing,
     or manufacturing of products after shipment from FINE PITCH, (f) repair,
     attempted repair, modification or alteration of the product by a party
     other then FINE PITCH or ACCELERATED, (g) electrostatic discharge damage
     (not caused by FINE PITCH), (h) defects related to components provided by
     third party suppliers selected by ACCELERATED, which defects FINE PITCH
     could not have reasonably detect, prevent or control, and (i) products for
     which ACCELERATED has not provided functional or other tests to adequately
     diagnose failures."

11.0 Inspection by ACCELERATED. Upon request by ACCELERATED, from time to time,
     and with at least one (1) business day notice and during normal business
     hours, FINE PITCH will grant access to its manufacturing facilities and
     records (excluding financial records not directly related to this
     Agreement) to ACCELERATED inspectors. FINE PITCH shall allow such
     inspectors to inspect the manufacturing and quality control, testing
     operations, compliance procedures and records relating to the Products
     (excluding financial records not directly related to this Agreement), as
     well as inventory levels to ensure that FINE PITCH can meet ACCELERATED'S
     future orders for Products, and is otherwise satisfying its obligations
     under this Agreement. FINE PITCH shall promptly implement corrective action
     to remedy deficiencies identified by ACCELERATED during such inspections or
     in order to comply with the Specification.

12.0 Engineering Change Order (ECO). An ECO is required when the form, fit or
     function of the design of the Product and/or Specificiations are affected.
     FINE PITCH agrees to promptly implement, at ACCELERATED'S expense, any
     change in the Specifications or the design of a Product reasonably
     requested by ACCELERATED pursuant to an Engineering Change Order ("'ECO").
     FINE PITCH shall provide a written response in the form of an "Engineering
     Change Analysis" form to ACCELERATED if such changes affect the per-unit
     price and/or delivery of a Product, within three (3) business days.
     ACCELERATED shall respond with a written acceptance or rejection of the
     FINE PITCH "Engineering Change Analysis" form within three (3) business
     days. FINE PITCH shall not implement the change to the design or
     Specifications of any Product or materials, equipment, manufacturing and
     quality assurance procedures, methods and techniques used to produce a
     Product, without ACCELERATED'S prior written approval in the form of a
     Purchase Order. In the event that the implementatoin and acceptance of an
     ECO creates obsolete inventory and/or restocking fees, ACCELERATED will
     issue FINE PITCH a Purchase Order for the obsolete inventory and agrees to
     pay restocking fees within thirty days of the implementation of the ECO.
     FINE PITCH will use its best effort to return the obsolete inventory from
     an ECO to the vendor to mitigate the cost prior to payment of any
     restocking fees which will be subject to mutual agreement by the parties.


                                       5

<PAGE>   14

13.0 Out of Warranty Repairs. The parties agree to enter into good faith
     negotiations for the purpose of FINE PITCH becoming an authorized repair
     facility for out of warranty repairs of Products and components. The
     Parties agree to negotiate in good faith with the end goal of having an
     amendment or other agreement executed within ninety (90) days of execution
     of this Agreement. Price for this repair shall be as set forth in Exhibit E
     of this Agreement, which is subject to change by mutual agreement of the
     Parties in writing.

14.0 Price. Price for the Products shall be as set forth in Exhibit A of this
     Addendum, which is subject to change by mutual agreement in writing of the
     Parties hereto.

15.0 New Products. The Parties acknowledge, and agree that ACCELERATED may from
     time to time, request in writing the manufacture and testing of prototypes,
     pre-production units, test units or other similar products ("Odd Units").
     FINE PITCH makes no representation or warranty as to Odd Units identified
     as such by ACCELERATED and assumes no liability for or obligation related
     to the yield, performance, accuracy, specifications, defects of or due to
     (i) fixtures, designs or instructions produced or supplied by ACCELERATED,
     (ii) ACCELERATED Components, (iii) components or other equipment from any
     vendor on the Approved Vendor List or (iv) printed circuit boards or any
     other ACCELERATED designated components that are manufactured pursuant to
     ACCELERATED's specifications.

16.0 Purchase Orders and Product Forecast. During the term of this Agreement,
     ACCELERATED shall provide FINE PITCH with Purchase Orders for the Products
     to cover three (3) months of ACCELERATED'S requirements based on a twelve
     (12) month rolling forecast. ACCELERATED shall issue each succeeding
     month's Purchase Order by the tenth (10th) day of each month. Each Purchase
     Order shall be as specified in Section 1.19. Notwithstanding the foregoing,
     a Purchase Order shall be deemed accepted by FINE PITCH, including any
     Specifications or other identifications (including any ECO's) unless it is
     rejected in writing within three (3) business days of submission by
     ACCELERATED. The terms and conditions of the Agreement and this Addendum
     will control over any terms contained in any ACCELERATED Purchase Order,
     written acceptance or acknowledgment by FINE PITCH, invoice or any other
     document that is not clearly an amendment to this Agreement signed by both
     Parties.

17.0 Schedule Changes. ACCELERATED may not cancel any Purchase Orders or
     re-schedule the quantity of Products and/or Delivery Date within thirty
     (30) calendar days of the scheduled Delivery Date. ACCELERATED may delay
     all or any portions of the scheduled Product delivery upon written
     notification to FINE PITCH on the following schedule:

     17.1 From thirty one (31) to sixty (60) calendar days prior to the
          scheduled Delivery Date, ACCELERATED may reschedule out not more than
          fifty percent (50%) of the of the quantity of Product (per deliverable
          part number) to be shipped up to sixty (60) calendar days of the
          scheduled Delivery Date.

     17.2 From sixty-one (61) to ninety (90) calendar days prior to the
          scheduled Delivery Date, ACCELERATED may reschedule out up to one
          hundred percent (100%) of the quantity of Product to be shipped up to
          ninety (90) calendar days of the scheduled Delivery Date.


                                       6

<PAGE>   15

     17.3 In the event that ACCELERATED desires to increase or decreases in
          quantities (Upside or Downside) of Products scheduled for delivery;
          FINE PITCH will use its commercially reasonable best efforts to
          accommodate the desired increases or decreases and will be determined
          on a case-by-case basis. Costs incurred by such increases, including,
          but not limited to Purchase Price Variances and expedited component
          deliveries will be presented by FINE PITCH to ACCELERATED on a case by
          case basis and the Parties will mutually agree on such costs.

18.0 Cancellation. ACCELERATED may cancel any order, thirty (30) calendar days
     or more from the scheduled Delivery Date upon written notification to FINE
     PITCH and on the following schedule:

     18.1 From thirty (30) to sixty (60) calendar days from the scheduled
          Delivery Date, FINE PITCH shall use its commercially reasonable best
          efforts to (i) return to the suppliers of the inventory or otherwise
          utilize any such inventory, or (ii) cancel FINE PITCH' order for such
          inventory. ACCELERATED is not obligated to pay FINE PITCH for on-order
          inventories not yet received and can be cancelled or returned at no
          cost to Fine Pitch... In the event FINE PITCH cannot return inventory
          to the suppliers, or cannot otherwise utilize or cancel future orders,
          ACCELERATED shall pay (i) FINE PITCH' cost of all inventories that are
          in FINE PITCH' or its subcontractor's possession as of the
          cancellation date that have been procured for the canceled order, (ii)
          FINE PITCH' cost of all the inventories used in the manufacture or
          assembly of the Products that are in FINE PITCH' or subcontractor's
          possession or on order, and (iii) supplier's restocking fees up to 10%
          of the cost of the inventories, and (iv) take title to those Products
          and inventories. FINE PITCH shall provide ACCELERATED with
          documentation to support all such charges. ACCELERATED authorizes FINE
          PITCH to bill any such costs within sixty (60) calendar days of
          ACCELERATED'S notification of cancellation. Inventories that become
          unusable because of a ACCELERATED ECO, shall be treated in a like
          manner as inventories that become unusable because of cancellation, as
          noted above.

     18.2 ACCELERATED may cancel delivery of Products with written notice at
          least sixty-one (61) calendar days prior to the scheduled Delivery
          Date without cost or penalty, except for inventories on the Minimum
          Order Quantity List, Non Cancelable-Non Returnable List, and Long Lead
          Time Lists, which shall be treated in a like manner as inventories
          that become unusable because of cancellation, as noted in Section
          24.0. FINE PITCH shall provide ACCELERATED with documentation to
          support all such charges.

19.0 Minimum Order Quantity Components and Materials. FINE PITCH and ACCELERATED
     shall agree upon and maintain an approved listing of Minimum Order Quantity
     Components and Materials in the form of Exhibit B, as initially established
     and may be modified in writing from time to time by the Parties in
     accordance with this Agreement. The Parties shall review this listing, at
     least, on a quarterly basis.

20.0 Long Lead Time Components and Materials. FINE PITCH and ACCELERATED shall
     agree upon and maintain an approved listing of Long Lead-Time Components
     and Materials in the form of Exhibit C, as initially established and may be
     modified in writing from time to time by the Parties in accordance with
     this Agreement. The Parties shall review this listing, at least, on a
     quarterly basis.


                                       7

<PAGE>   16

21.0 Non-Cancelable Non-Returnable Components and Materials. The parties shall
     mutually agree upon and maintain an approved listing of such materials in
     the form of Exhibit D, as intitially established and may be modified in
     writing from time to time by the parties in accordance with this Agreement.
     The parties shall review this listing on at leat a quarterly basis.

22.0 Excess Inventory (Assemblies and Components), FINE PITCH shall identify
     Excess Inventory on a monthly basis using the MRP system INFIMACS II Excess
     Inventory Dollar Report, or using a BAAN equivalent report. FINE PITCH
     shall provide each such report to ACCELERATED. FINE PITCH shall charge a
     one percent (1.0 %) monthly fee on the on-hand excess inventory which
     inventory will be mutually agreed to by the parties at the end of each
     quarter. Payment of such monthly fee will be prospective based on the
     previous quarters reconciliation. Upon termination of this Agreement,
     ACCELERATED shall pay (i) FINE PITCH' documented cost of Products (that
     should be a standard part of the cost) and (ii) supplier's restocking fee
     up to ten percent (10%) of the cost of Products and (iii) take title to the
     Excess Inventory that cannot be returned or used for other products
     manufactured by FINE PITCH. Excess Inventory covers Inventory purchased for
     ACCELERATED Purchase Orders issued to FINE PITCH and for purchases to cover
     forecasts.

23.0 ACCELERATED Property. Any tooling and/or equipment supplied by ACCELERATED
     (ACCELERATED's Property) or developed or procured by FINE PITCH at
     ACCELERATED expense, shall remain the property of ACCELERATED and shall (i)
     be clearly marked or tagged as the Property of ACCELERATED, (ii) be and
     remain personal property, and not become a fixture to real property, (iii)
     be subject to inspection by ACCELERATED at any time, (iv) be used only in
     filling purchase orders from ACCELERATED, (v) be kept free by FINE PITCH of
     liens and encumbrances, and (vi) not be modified in any manner by FINE
     PITCH without the prior written approval of ACCELERATED and be maintained
     by FINE PITCH in accordance with ACCELERATED'S Maintenance Procedures
     including but not limited to periodic calibration. ACCELERATED shall retain
     all rights, title and interest in the ACCELERATED Property, and FINE PITCH
     agrees to treat and maintain the ACCELERATED Property with the same degree
     of care as FINE PITCH uses with respect to its own valuable equipment- FINE
     PITCH shall bear all risk of loss or damage to ACCELERATED Property until
     it is returned to ACCELERATED. Upon ACCELERATED'S request, FINE PITCH shall
     deliver all ACCELERATED Property to ACCELERATED in good condition, normal
     wear and tear excepted, without cost to ACCELERATED (exclusive of freight
     costs); ACCELERATED shall determine the manner and procedure for returning
     the ACCELERATED Property, and shall pay the corresponding freight costs.
     FINE PITCH waives any legal or equitable right it may have to withhold
     ACCELERATED Property, and FINE PITCH agrees to execute all documents, or
     instruments evidencing ACCELERATED'S ownership of the ACCELERATED Property
     as ACCELERATED may from time to time request. Such ACCELERATED owned
     tooling and equipment are listed on Exhibit F, which shall be revised as
     required.

24.0 Effect of Termination. Termination of this Agreement shall not affect the
     obligations of either Party that exist pursuant to the Agreement relative
     to payment, confidentiality, licensing and warranties. Remedies for all
     breaches hereunder shall also survive termination as of date of
     termination. Upon termination of this Agreement FINE PITCH shall continue
     to fulfill, subject to the terms of the Agreement all Purchase Orders and
     ECO's accepted by it prior to the effective date of termination.

25.0 Relationship of Parties. FINE PITCH and its subcontractor(s) shall be
     deemed to be independent contractors of ACCELERATED, and this Agreement
     does not create a general agency, joint venture, partnership, employment
     relationship, or franchise between FINE PITCH and ACCELERATED. Each Party
     assumes full responsibility for the actions and negligence of its
     employees, agents or other personnel assigned by it to perform work
     pursuant to this Agreement, regardless of their place of work, and shall be
     solely responsible for payment of salary, including withholding of federal
     and state income taxes, social security, workers' compensation and the
     like.


                                       8

<PAGE>   17

26.0 Ownership. As between the Parties, ACCELERATED retains and shall
     exclusively own all title to, and except as expressly and unambiguously
     licensed herein, all rights (including without limitation, all Intellectual
     Property Rights) and interest in the Products, the ACCELERATED Components,
     ACCELERATED Property, and Specifications and all modifications,
     improvements derivative works (by whomever produced) thereof.

27.0 Dispute Resolution.

     27.1 In the spirit of continued cooperation, the parties intend to and
          hereby establish the following dispute resolution procedure to be
          utilized in the unlikely event any controversy should arise out of or
          concerning the performance of this Agreement.

     27.2 It is the intent of the parties that any dispute be resolved
          informally and promptly through good faith negotiation between
          Solectron and Customer. Either party may initiate negotiation
          proceedings by written notice to the other party setting forth the
          particulars of the dispute. The parties agree to meet in good faith to
          jointly define the scope and a method to remedy the dispute. If these
          proceedings are not productive of a resolution, then either party may
          choose to escalate the problem to senior management.

     27.3 Should any disputes remain existent between the parties after
          completion of the resolution process set forth above, or in any event
          more than twenty (20) days have passed following the initial notice of
          dispute from a party, then either party may, by written notice to the
          other party, request that the matter be submitted for non-binding
          mediation with an independent mediator agreed to by the parties. The
          mediator will be chosen by the parties within fifteen (15) days after
          written notice by either party demanding mediation. Neither party
          shall unreasonably withhold consent to the selection of a mediator.
          Each party will bear its own attorney's fees and other costs and
          expenses of the mediation and each party will equally share the cost
          of the mediation, including the mediator's fees. If the matter is not
          resolved by mediation within forty-five (45) days of the initial
          request for mediation, the matter then may be submitted to the
          appropriate court of law for final determination

     27.4 Attorney's Fees. The prevailing Party in any legal action or
          proceeding to enforce this Agreement after good faith completion of
          the process identified in paragraphs 27.1, 27.2 and 27.3 shall be
          entitled to recover from the unsuccessful Party its reasonable
          attorneys' fees and all other costs incurred in connection with such
          proceeding or the enforcement of the Agreement.

28.0 Confidentiality

     28.1 Confidential Information. Information of either Party including, but
          not limited to, trade secrets, know-how, inventions (whether
          patentable or not), ideas, improvements, materials, data,
          specifications, drawings, processes, results, and formulae and all
          other business, technical and financial information ("Confidential
          Information") shall be defined as confidential information. In
          particular, but without limitation, the Specifications and the Product
          components delivered to FINE PITCH by ACCELERATED shall be
          Confidential Information of ACCELERATED. Both Parties shall, at all
          times, both during the term of this


                                       9

<PAGE>   18

          Agreement and thereafter for a period of two (2) years, keep in
          confidence as a fiduciary any and all of the Confidential Information
          received by it from the other Party. Neither Party shall use the
          Confidential Information of the other Party other than as expressly
          permitted under the terms of this Agreement or by a separate written
          agreement. Both Parties shall take reasonable steps to prevent
          unauthorized disclosure or use of the other Party's Confidential
          Information and to prevent it from falling into the public domain or
          into the possession of unauthorized persons. Neither Party shall not
          disclose Confidential Information of the other Party to any person or
          entity other than its officers, employees, consultants and
          subsidiaries who need access to such Confidential Information in order
          to perform its obligations under this Agreement. Upon termination of
          this agreement, both Parties shall promptly return any and all
          Confidential Information to the other Party.

     28.2 Exception to Confidential Information. Information that is in or
          (through no improper action or inaction of a Party or any affiliate,
          agent or employee) enters the public domain shall not be Confidential
          Information hereunder. Without granting any right or license, the
          Parties agree that the obligations set forth in Section 34.1 above,
          shall not apply to the extent that Confidential Information includes
          information which the Parties can document (i) was rightfully in its
          possession or known by it prior to receipt from the disclosing Party,
          or (ii) was rightfully disclosed to it by another person without
          restriction, or (iii) developed independently by either Party without
          use of the other Party's Confidential Information, or (iv) is
          disclosed pursuant to the requirement of a court, or other
          governmental body, provided the receiving Party provides notice of
          such court order to the disclosing Party to enable the disclosing
          Party to see a protective order or otherwise prevent or restrict such
          disclosure.

29.0 Equitable Relief. Each party acknowledges and agrees that due to the unique
     nature of the Confidential Information, there can be no adequate remedy at
     law for any breach of the obligations hereunder and that such breach may
     allow FINE PITCH or third Parties to unfairly compete with ACCELERATED
     resulting in irreparable harm to ACCELERATED. Therefore, upon any such
     breach or threat of breach, ACCELERATED shall be entitled to appropriate
     equitable relief in addition to whatever remedies it has at law. FINE PITCH
     agrees to notify ACCELERATED in writing immediately upon learning of any
     unauthorized release or breach of its obligation of nondisclosure
     hereunder.

31.0 Amendment and Waiver. Except as otherwise expressly provided herein, any
     provision of this Agreement may be amended and the observance of any
     provision of this Agreement may be waived (either generally or in any
     particular instance and either retroactively) only with the written consent
     by an officer of both Parties. However, it is the intention of the Parties
     that this Agreement be controlling over additional or different terms of
     any purchase order, confirmation, invoice or similar document, even if
     accepted in writing by both parties.

32.0 Notice. Notices under this Agreement shall be sufficient only if personally
     delivered by a major rapid delivery courier service or mailed by certified
     or registered mail, return receipt requested to a Party at its addresses
     first set forth herein or as amended by notice pursuant to this subsection.
     If not received sooner, notice by mail shall be deemed received three (3)
     days after deposit in the U.S. mail.

33.0 Severability. If any provision of this Agreement is held to be illegal or
     unenforceable, that provision shall be limited or eliminated to the minimum
     necessary so that this Agreement shall otherwise remain in fall force and
     effect and enforceable.

35.0 Entire Agreement. THIS ADDENDUM, INCLUDING THE EXHIBITS, IS INCORPORATED BY
     REFERENCE INTO THE AGREEMENT AND SETS FORTH THE ENTIRE UNDERSTANDING OF THE
     PARTIES RELATING TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR
     DISCUSSIONS BETWEEN THEM.


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<PAGE>   19

IN WITNESS WHEREOF, the parties have executed this Addendum and it is effective
as of the latest day and year set forth below.

"ACCELERATED NETWORKS, INC"                 "FINE PITCH TECHNOLGY, INC."


Signature: /s/ Ronald A. Hughes             Signature: /s/ Jeff Chiang
           ----------------------------                -------------------------
Print Name:    Ronald A. Hughes             Print Name:    Jeff Chiang


Title: Director of Contracts                Title: General Manager


Date: 4/10/01                               Date: 4/16/01


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