SECOND AMENDMENT TO CREDIT AGREEMENT


     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is made as of
this 24th day of November, 2000 between C-COR.NET CORP., a Pennsylvania
corporation ("C-Cor"), BROADBAND CAPITAL CORPORATION, a Delaware corporation
("Broadband," and collectively with C-Cor, the "Borrowers"), THE UNDERSIGNED
BANK PARTIES (individually a "Bank" and collectively, the "Banks") and MELLON
BANK, N.A., a national banking association, as agent for the Banks (the
"Agent").


                              W I T N E S S E T H :


     WHEREAS, the Borrowers, the Banks and the Agent are parties to a Credit
Agreement dated as of August 9, 1999, as amended by that certain First Amendment
to Credit Agreement dated as of December 29, 1999 (as so amended, the "Credit
Agreement"), pursuant to which the Banks agreed to extend to the Borrowers a
Twenty Million Dollar ($20,000,000.00) revolving credit facility, a Fifty
Million Dollar ($50,000,000.00) standby acquisition facility and a Two Million
Five Hundred Thousand Dollar ($2,500,000.00) term loan (Capitalized terms used
herein but not defined in this Agreement shall have the meanings ascribed to
them in the Credit Agreement.);

     WHEREAS, the Borrowers have repaid the Term Loan in full;

     WHEREAS, the Borrowers have requested that the Credit Agreement be amended
in order to extend the Revolving Credit Expiration Date and the Standby Facility
Expiration Date; and

     WHEREAS, the Agent and the Banks are willing to grant such request, subject
to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises contained herein
and intending to be legally bound, the Borrowers, the Agent and the Banks hereby
covenant and agree as follows:

     1. Amendments. Upon the execution and delivery by the Borrowers and the
Banks of this Agreement, the Credit Agreement shall be amended as follows:

     (a) The definition of Revolving Credit Expiration Date set forth in Section
1.01 of the Credit Agreement is deleted in its entirety and replaced with the
following:

     "Revolving Credit Expiration Date" shall mean November 29, 2001.

     (b) The definition of Standby Facility Expiration Date set forth in Section
1.01 of the Credit Agreement is deleted in its entirety and replaced with the
following:

     "Standby Facility Expiration Date" shall mean November 29, 2001.

     (c) The pricing grid set forth subsection (a) of Section 2.05, Interest
Rates, shall be deleted in its entirety and replaced with the following:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                            Applicable Margin
----------------------------------------------------------------------------------------------------------------------
      Funded            Revolving         Revolving     Standby Facility     Standby Facility       Swingline Loan
   Indebtedness          Credit,         Credit and         Term Loan           Term Loan           Fed Funds Rate
 to EBITDA Ratio     Swingline Loan,       Standby      Prime Rate Option   LIBOR Rate Option           Option
                       and Standby      Facility Loan
                      Facility Loan      LIBOR Rate
                    Prime Rate Option      Option
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>              <C>                  <C>                   <C>
Less than 1.00           (0.50%)            0.60%            (0.50%)              0.75%                 1.00%
----------------------------------------------------------------------------------------------------------------------
Greater than or          (0.50%)            0.75%            (0.50%)              0.90%                 1.15%
equal to 1.00 and
less than 1.50
----------------------------------------------------------------------------------------------------------------------
Greater than or          (0.25%)            .90%             (0.25%)              1.05%                 1.30%
equal to 1.50 and
less than 2.25
------------------- ------------------ ---------------- ------------------ --------------------- ---------------------
</TABLE>
     (d) Subsection (a) of Section 7.01, Financial Covenants, shall be deleted
in its entirety and replaced with the following:

          (a) Funded Indebtedness to EBITDA Ratio. As of the last day of each
     fiscal quarter, the Funded Indebtedness to EBITDA Ratio, as measured on a
     rolling four quarter basis of the four most recent quarters, shall not
     exceed 2.25:1.00.

     (e) Subsection (e) of Section 7.05, Loans and Investments, shall be deleted
in its entirety and replaced with the following:

          (e) Borrowers may invest up to twenty-percent (20%) of cash and
     marketable securities in obligations backed by the full faith and credit of
     the United States of America maturing not in excess of one year from the
     date of acquisition, and commercial paper maturing not in excess of one
     year from the date of acquisition and rated at least P-2 by Moody's
     Investors Service, Inc. or A-2 by Standard & Poor's Corporation on the date
     of acquisition;

     (f) Subsection (a) of Section 7.08, Acquisitions; Mergers, Etc., shall be
deleted in its entirety and replaced with the following:

          (a) The total legal consideration paid by the Borrowers does not
     exceed $10,000,000 in the aggregate per fiscal year for all such
     transactions (excluding transactions where the sole legal consideration is
     the Stock of a Borrower), except that the total legal consideration may be
     increased to $30,000,000 in the aggregate per fiscal year if Borrowers
     maintain cash and marketable securities in excess of $50,000,000 at the
     time of each transaction;

     (g) Subsection (b) of Section 7.08, Acquisitions; Mergers, Etc., shall be
deleted in its entirety and replaced with the following:

          (b) The Person is historically profitable based on unadjusted GAAP
     during the most recent fiscal year, except where the transaction is an
     investment in cash to acquire less than 50% of the Person's capital stock
     ("Minority Investment" and "Minority Investments"), in which case the
     Person must have a positive EBITDA for the twelve months immediately prior
     to the transaction, based on unadjusted GAAP, except that the Borrowers
     shall be entitled to make such Minority Investments in an amount not to
     exceed $10,000,000 in the aggregate per fiscal year if Borrowers maintain
     cash and marketable securities in excess of $50,000,000 at the time of each
     transaction;

     2. Representations and Warranties. (a) The Borrowers hereby represent and
warrant to the Agent and the Banks that there is no default or Event of Default
under the Credit Agreement, the Loan Documents, or any other document executed
in connection therewith.

     (b) Each of the representations and warranties by the Borrowers in or
pursuant to the Credit Agreement or any Loan Document are true and correct in
all material respects on and as of the date of this Agreement as though made on
and as of such date.

     3. Other Terms Confirmed. All other terms and conditions of the Credit
Agreement, including, without limitation, the right of the Agent and the Banks
to CONFESS JUDGMENT, are hereby confirmed and shall remain in full force and
effect without modification. From and after the effectiveness of the amendments
set forth in Section 1 hereof, all references in any document or instrument to
the Credit Agreement shall mean the Credit Agreement as amended by this
Agreement.

     4. No New Indebtedness. The Borrowers specifically acknowledge and agree
that this Agreement shall not represent in any way the extension of any
additional credit by the Banks to the Borrowers, or the satisfaction of any
indebtedness evidenced by Loan Documents or the Credit Agreement as amended
hereby.

     5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.

     6. Headings. The descriptive headings which are used in this Agreement are
for convenience only and shall not affect the meaning of any provision of this
Agreement.

     7. Governing Law. This Agreement shall be governed by and construed under
the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws
principles.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first written
above.


ATTEST:                                    C-COR.NET CORP.
/s/ Joseph E. Zavacky                      By /s/ W. T. Hanelly
------------------------------------            --------------------------------
By: Joseph E. Zavacky                          Name:  W. T. Hanelly
Title: Controller                              Title:  Vice President, Finance
[CORPORATE SEAL]


ATTEST:                                    BROADBAND CAPITAL CORPORATION
/s/ Joseph E. Zavacky                      By /s/ George M. Savereno
------------------------------------            --------------------------------
By: Joseph E. Zavacky                      Name:  George M. Savereno
Title: Director                                Title:  President
[CORPORATE SEAL]



<PAGE>

                        MELLON BANK, N.A., as Issuing Bank and as Agent for the
                        Banks


                        By /s/ Joseph N. Butto
                             -----------------------------------------
                            Name:  Joseph N. Butto
                            Title:  Vice President


                        MELLON BANK, N.A., individually as a Bank


                        By /s/ Joseph N. Butto
                             -----------------------------------------
                            Name:  Joseph N. Butto
                            Title:  Vice President


                        FIRST UNION NATIONAL BANK, individually as a Bank


                        By /s/ Robert A. Jenco
                             -----------------------------------------
                            Name: Robert A. Jenco
                            Title:  Senior Vice President

                        PNC BANK, NATIONAL ASSOCIATION, individually as a Bank


                        By /s/ Thomas J. Fowlstom
                             -----------------------------------------
                            Name:  Thomas J. Fowlston
                            Title:  Vice President