<PAGE>

                                                                  Exhibit 4.(a)6

    Series C Preferred Stock Purchase Agreement dated as of October 30, 2002
              by and among NexVerse Networks, Inc., the Registrant
               and the other purchasers whose names are set forth
                       in Exhibit A to the said agreement.



<PAGE>

                             NexVerse Networks, Inc.


                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT


                                OCTOBER 30, 2002




<PAGE>

                             Nexverse Networks, inc.


                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT


         THIS SERIES C PREFERRED STOCK PURCHASE  AGREEMENT (the  "Agreement") is
made and entered into as of October 30, 2002,  by and among  NEXVERSE  NETWORKS,
INC., a Delaware  corporation  (the  "Company"),  and each of those  persons and
entities,  severally and not jointly,  whose names are set forth on the Schedule
of  Purchasers  attached  hereto as Exhibit A (which  persons and  entities  are
hereinafter  collectively referred to as "Purchasers" and each individually as a
"Purchaser").

                                    Recitals

         WHEREAS,  the  Company is entering  into that  certain  Share  Exchange
Agreement by and among the Company,  ECI Telecom Ltd. ("ECI"), and ECI Telecom -
NGTS, Inc. of even date herewith (the "Exchange  Agreement"),  pursuant to which
the  Company  will  acquire  all of the  outstanding  capital  stock of  certain
subsidiaries  of ECI upon the  Closing,  as such term is defined in the Exchange
Agreement (the "Exchange Closing");

         WHEREAS,  the  Company  has  authorized  the  sale and  issuance  of an
aggregate of one hundred seventy four million eight hundred twenty five thousand
two hundred  (174,825,200) shares of its Series C Preferred Stock (the "Shares")
simultaneously with the Exchange Closing;

         WHEREAS,  upon  execution  hereof,  the Company and the  Purchasers are
placing the purchase price for the Shares sold in the initial  Closing and their
respective  signature pages to the Agreement and Related  Agreements (as defined
in Section 3.1 below) into escrow with the Bank of New York (the "Escrow Agent")
pursuant to that certain  Escrow  Agreement by and among the Escrow  Agent,  the
Purchasers and the Company of even date herewith in the form attached  hereto as
Exhibit H (the "Escrow Agreement");

         WHEREAS,  Purchasers  desire to  purchase  the  Shares on the terms and
conditions set forth herein; and

         WHEREAS, the Company desires to issue and sell the Shares to Purchasers
on the terms and conditions set forth herein.

                                    Agreement

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual  promises,  representations,  warranties,  and covenants  hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


<PAGE>

      1. Agreement To Sell And Purchase.

         1.1  Authorization  of Shares.  The Company has authorized (a) the sale
and issuance of the Shares to the  Purchasers and (b) the issuance of the shares
of Common  Stock to be issued upon  conversion  of the Shares  (the  "Conversion
Shares").   The  Shares  and  the  Conversion   Shares  will  have  the  rights,
preferences,  privileges and  restrictions set forth in the Amended and Restated
Certificate  of  Incorporation  of the Company,  in the form attached  hereto as
Exhibit B (the "Restated Charter").

         1.2 Sale and Purchase.  Subject to the terms and conditions  hereof, at
the Closing (as hereinafter defined) the Company hereby agrees to issue and sell
to each  Purchaser,  severally  and not jointly,  and each  Purchaser  agrees to
purchase from the Company,  severally and not jointly,  the number of Shares set
forth  opposite  such  Purchaser's  name on Exhibit  A, at a  purchase  price of
seventeen and sixteen hundredths cents ($0.1716) per share.

      2. Closing, Delivery And Payment.

         2.1  Closing.  The closing of the sale and purchase of the Shares under
this Agreement (the "Closing") shall take place at the offices of Cooley Godward
LLP, Five Palo Alto Square,  3000 El Camino Real, Palo Alto, CA, 94306-2155 upon
delivery of the Release  Instructions (as defined in the Escrow Agreement) or at
such other time or place as the Company and  Purchasers may mutually agree (such
date is hereinafter referred to as the "Closing Date").

         2.2  Delivery.  At the  Closing,  subject  to the terms and  conditions
hereof and of the Escrow Agreement, the Company will deliver to each Purchaser a
certificate  representing the number of Shares to be purchased at the Closing by
such  Purchaser,  and the Escrow Agent will  deliver the  purchase  price of the
Shares to the Company.

         2.3 Subsequent Sales of Shares.  At any time on or before the 120th day
after the Closing, the Company may sell up to the balance of the Shares not sold
at the Closing to such  persons as may be approved by the Board of  Directors of
the Company (the "Additional  Purchasers").  At any additional closings (each an
"Additional  Closing")  (i) All such  sales  made shall be made on the terms and
conditions set forth in this Agreement  (other than terms relating to the Escrow
Agreement),  (ii) the representations and warranties of the Company set forth in
Section 3 hereof (and the Schedule of Exceptions)  shall speak as of the date of
this  Agreement  and the  Company  shall have no  obligation  to update any such
disclosure,  and (iii) the  representations  and  warranties  of the  Additional
Purchasers in Section 4 hereof shall speak as of such  Additional  Closing.  The
Schedule  of  Purchasers  may be amended by the  Company  without the consent of
Purchasers  to  include  any  Additional  Purchasers.  Any  shares  of  Series C
Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares"
for all purposes  under this  Agreement and any  Additional  Purchasers  thereof
shall be deemed to be "Purchasers" for all purposes under this Agreement.

      3. Representations And Warranties Of The Company.

         Except as set forth on a  Schedule  of  Exceptions  attached  hereto as
Exhibit  C,  delivered  by the  Company  to  Purchasers  before the date of this
Agreement,  the Company  hereby  represents  and warrants as of the date of this
Agreement to each Purchaser as set forth below.


<PAGE>

         3.1  Organization,  Good Standing and  Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of  Delaware.  The Company has all  requisite  corporate  power and
authority to own and operate its properties  and assets,  to execute and deliver
this Agreement,  the Amended and Restated  Investor Rights Agreement in the form
attached hereto as Exhibit D (the "Investor  Rights  Agreement") and the Amended
and  Restated  Voting  Agreement in the form  attached  hereto as Exhibit E (the
"Voting Agreement") (collectively,  the "Related Agreements"), to issue and sell
the Shares and the  Conversion  Shares,  and to carry out the provisions of this
Agreement,  the Related  Agreements and the Restated Charter and to carry on its
business as presently  conducted and as presently proposed to be conducted.  The
Company  is duly  qualified  and is  authorized  to do  business  and is in good
standing as a foreign  corporation in all  jurisdictions  in which the nature of
its  activities  and of its  properties  (both  owned  and  leased)  makes  such
qualification  necessary,  except for those jurisdictions in which failure to do
so would not have a material adverse effect on the Company or its business.

         3.2  Subsidiaries.  The  Company  does not own or  control  any  equity
security or other  interest of any other  corporation,  limited  partnership  or
other  business  entity.  The Company is not a participant in any joint venture,
partnership or similar  arrangement.  Since its  inception,  the Company has not
consolidated or merged with, acquired all or substantially all of the assets of,
or  acquired  the  stock  or  any  interest  in  any  corporation,  partnership,
association, or other business entity.

         3.3 Capitalization; Voting Rights

         (a) The  authorized  capital stock of the Company,  of the date hereof,
consists of (i)  sixty-five  million  (65,000,000)  shares of Common Stock,  par
value  $0.001 per share,  three  million  five hundred  sixteen  thousand  three
hundred seventy five (3,516,375) shares of which are issued and outstanding, and
(ii)  forty-six  million  four  hundred  seventy-four   thousand  seven  hundred
thirty-eight (46,474,738) shares of Preferred Stock, par value $0.001 per share,
twelve million nine hundred  seventy-four  thousand  seven hundred  thirty-eight
(12,974,738)  shares of which are designated  Series A Preferred  Stock,  all of
which are issued and outstanding and thirty-three  million five hundred thousand
(33,500,000)  shares of which are designated  Series B Preferred  Stock,  thirty
million (30,000,000) of which are issued and outstanding

         (b) The authorized  capital stock of the Company,  immediately prior to
the Closing, will consist of (i) four hundred fifty million (450,000,000) shares
of Common Stock, par value $0.001 per share, one hundred  seventeen  million two
hundred sixty six thousand one hundred forty eight (117,266,148) shares of which
will be issued and  outstanding,  and (ii) one hundred  ninety four million four
hundred  forty six thousand five hundred one  (194,446,501)  shares of Preferred
Stock, par value $0.001 per share,  Five million four hundred forty six thousand
five hundred (5,446,500) shares of which will be designated Series A-1 Preferred
Stock,  par value  $0.001 per share,  Five  million  four  hundred  twenty  five
thousand two hundred seven  (5,425,207) of which will be issued and outstanding;
one (1) share of which will be designated  Series A-2 Preferred Stock, par value
$0.001  per  share,  which  will not be issued  and  outstanding;  nine  million
(9,000,000)  shares of which will be designated  Series B-1 Preferred Stock, par
value  $0.001 per share,  all of which will be issued and  outstanding,  and one
hundred

<PAGE>

eighty  million  (180,000,000)  shares  of  which  will be  designated  Series C
Preferred  Stock,  par value $0.001 per share,  none of which will be issued and
outstanding.

         (c) As of the date hereof,  under the Company's  2001 Equity  Incentive
Plan (the "Plan"),  (i) twenty three thousand two hundred three (23,203)  shares
of  Common  Stock  have  been  issued  pursuant  to  restricted  stock  purchase
agreements and/or the exercise of outstanding options,  (ii) options to purchase
four  million six hundred  sixty  thousand  thirty three  (4,660,033)  shares of
Common  Stock have been  granted and are  currently  outstanding,  and (iii) two
million one hundred ninety thousand three hundred thirty six (2,190,336)  shares
of Common Stock remain  available  for future  issuance to officers,  directors,
employees and consultants of the Company.

         (d) Other than one hundred forty seven thousand five hundred  (147,500)
shares of Series B Preferred Stock reserved for issuance pursuant to outstanding
warrants  (which will be converted  into  warrants to purchase one hundred sixty
two thousand two hundred fifty  (162,250)  shares of Common Stock and twenty one
thousand one hundred thirty seven (21,137)  shares of Series A-1 Preferred Stock
automatically upon filing of the New Charter),  the shares reserved for issuance
under the Plan, and except as may be granted pursuant to the Exchange Agreement,
this Agreement and the Related  Agreements,  there are no  outstanding  options,
warrants,  rights (including conversion or preemptive rights and rights of first
refusal),  proxy or  stockholder  agreements,  or agreements of any kind for the
purchase or acquisition from the Company of any of its securities as of the date
hereof.

         (e) Immediately prior to the Closing,  other than one hundred sixty two
thousand  two  hundred  fifty  (162,250)  shares of Common  Stock and twenty one
thousand one hundred thirty seven (21,137)  shares of Series A-1 Preferred Stock
that will be reserved for issuance pursuant to outstanding warrants,  the shares
that will be reserved for issuance  under the Plan, and except as may be granted
pursuant to the Exchange  Agreement,  this Agreement and the Related Agreements,
there will be no outstanding options,  warrants, rights (including conversion or
preemptive rights and rights of first refusal), proxy or stockholder agreements,
or  agreements of any kind for the purchase or  acquisition  from the Company of
any of its securities. At the Closing, all such preemptive rights will have been
properly waived or complied with respect to all prior issuances of capital stock
and with respect to the issuance of the Shares and Conversion Shares.

         (f) All issued and outstanding shares of the Company's Common Stock and
Preferred  Stock (i) have been duly  authorized and validly issued and are fully
paid and  nonassessable,  and (ii) were issued in compliance with all applicable
state and federal laws concerning the issuance of securities.

         (g) Effective as of the Closing, the debt obligations of the Company to
Comdisco,  Inc., Comerica Bank (California),  GATX Ventures,  Inc., and Dominion
Venture Finance L.L.C. will be restructured as set forth on Exhibit G.

         (h)  As  of  the  Closing,  the  rights,  preferences,  privileges  and
restrictions of the Shares will be as stated in the Restated Charter. Each share
of  Series  C  Preferred  Stock  will be  convertible  into  Common  Stock  on a
one-for-one basis as of the Closing. The Conversion

<PAGE>

Shares  have  been  duly and  validly  reserved  for  issuance.  When  issued in
compliance with the provisions of this Agreement and the Restated  Charter,  the
Shares  and the  Conversion  Shares  will be  validly  issued,  fully  paid  and
nonassessable,  and will be free of any liens or  encumbrances  other than liens
and encumbrances created by or imposed upon Purchasers;  provided, however, that
the Shares and the Conversion  Shares may be subject to restrictions on transfer
under state and/or federal  securities  laws as set forth herein or as otherwise
required by such laws at the time a transfer is proposed.

         3.4  Authorization;  Binding  Obligations.  All corporate action on the
part of the Company, its officers,  directors and stockholders necessary for the
authorization of this Agreement and the Related  Agreements,  the performance of
all obligations of the Company  hereunder and thereunder and the  authorization,
sale,  issuance and delivery of the Shares  pursuant  hereto and the  Conversion
Shares pursuant to the Restated Charter has been taken, including valid approval
of the  Restated  Charter.  This  Agreement  and the  Related  Agreements,  when
executed and  delivered,  will be valid and binding  obligations  of the Company
enforceable in accordance with their terms,  except (a) as limited by applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or other  laws of general
application  affecting  enforcement of creditors' rights, (b) general principles
of equity that restrict the availability of equitable  remedies,  and (c) to the
extent that the enforceability of the indemnification provisions in the Investor
Rights  Agreement may be limited by applicable  laws. The sale of the Shares and
the subsequent  conversion of the Shares into Conversion Shares are not and will
not be subject to any preemptive rights or rights of first refusal that have not
been properly waived or complied with.

         3.5  Financial  Statements.  The  Company  has made  available  to each
Purchaser  (a) its  audited  balance  sheet  as at June  30,  2002  and  audited
statement of income and cash flows for the period from the  Company's  inception
to June 30, 2002,  and (b) its unaudited  balance sheet as at September 30, 2002
(the "Statement Date") and unaudited  consolidated  statement of income and cash
flows for the three month period ending on the Statement Date (collectively, the
"Financial  Statements").  The  Financial  Statements,  together  with the notes
thereto,  have been prepared in accordance  with generally  accepted  accounting
principles  applied on a  consistent  basis  throughout  the periods  indicated,
except as disclosed  therein,  and present  fairly the  financial  condition and
position of the Company as of June 30, 2002 and the  Statement  Date;  provided,
however, that the unaudited financial statements are subject to normal recurring
year-end  audit  adjustments  (which  are not  expected  to be  material  either
individually  or in the  aggregate),  and do not contain all footnotes  required
under generally accepted accounting principles.

         3.6 Liabilities.  Other than as set forth in the Financial  Statements,
the Company has no material  liabilities and, to the best of its knowledge,  has
no material contingent  liabilities,  except current liabilities incurred in the
ordinary  course of business which have not been,  either in any individual case
or in the aggregate, materially adverse.

         3.7 Agreements; Action.

         (a) Except for agreements explicitly contemplated hereby and agreements
between the Company and its employees  with respect to the sale of the Company's
Common


<PAGE>

Stock pursuant to the Plan, there are no agreements,  understandings or proposed
transactions between the Company and any of its officers, directors,  employees,
affiliates or any affiliate thereof.

         (b) There are no agreements,  understandings,  instruments,  contracts,
proposed transactions,  judgments, orders, writs or decrees to which the Company
is a party or to its knowledge by which it is bound which may involve (i) future
obligations  (contingent or otherwise) of, or payments to, the Company in excess
of $25,000 (other than  obligations of, or payments to, the Company arising from
purchase or sale agreements entered into in the ordinary course of business), or
(ii) the  transfer or license of any patent,  copyright,  trade  secret or other
proprietary  right to or from the Company (other than licenses by the Company of
"off the shelf" or other standard  products),  or (iii)  indemnifications by the
Company,  including with respect to infringements  of proprietary  rights (other
than  indemnification   obligations  arising  from  purchase,  sale  or  license
agreements entered into in the ordinary course of business).

         (c) The  Company  has not  (i)  declared  or  paid  any  dividends,  or
authorized or made any distribution  upon or with respect to any class or series
of its capital  stock,  (ii) incurred or guaranteed any  indebtedness  for money
borrowed  or  any  other  liabilities  (other  than  with  respect  to  dividend
obligations,  distributions,  indebtedness and other obligations incurred in the
ordinary  course of business)  individually in excess of $25,000 or, in the case
of indebtedness and/or liabilities  individually less than $25,000, in excess of
$50,000 in the aggregate,  (iii) made any loans or advances to any person, other
than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise
disposed of any of its assets or rights, other than the sale of its inventory in
the ordinary course of business.

         (d)  For  the  purposes  of   subsections   (b)  and  (c)  above,   all
indebtedness,  liabilities, agreements,  understandings,  instruments, contracts
and proposed transactions involving the same person or entity (including persons
or entities the Company has reason to believe are affiliated therewith) shall be
aggregated for the purpose of meeting the  individual  minimum dollar amounts of
such subsections.

         3.8  Obligations  to Related  Parties.  There are no obligations of the
Company to officers, directors,  stockholders, or employees of the Company other
than (a) for payment of salary for  services  rendered,  (b)  reimbursement  for
reasonable expenses incurred on behalf of the Company and (c) for other standard
employee  benefits made generally  available to all employees  (including  stock
option agreements  outstanding under any stock option plan approved by the Board
of Directors of the Company). None of the officers, directors or, to the best of
the Company's  knowledge,  key employees or  stockholders  of the Company or any
members of their  immediate  families,  is  indebted  to the  Company or has any
direct or indirect  ownership interest in any firm or corporation with which the
Company is affiliated or with which the Company has a business relationship,  or
any firm or  corporation  which  competes  with the Company,  other than passive
investments  in publicly  traded  companies  (representing  less than 1% of such
company)  which  may  compete  with  the  Company.   No  officer,   director  or
stockholder,  or any  member  of  their  immediate  families,  is,  directly  or
indirectly,  interested in any material  contract  with the Company  (other than
such  contracts as relate to any such  person's  ownership  of capital  stock or
other securities of the Company).


<PAGE>

         3.9 Changes. Since the Statement Date, there has not been:

         (a) Any  change in the  assets,  liabilities,  financial  condition  or
operations of the Company from that reflected in the Financial Statements, other
than changes in the ordinary course of business,  none of which  individually or
in the aggregate has had a material adverse effect on such assets,  liabilities,
financial condition or operations of the Company;

         (b) Any  resignation  or  termination  of any officer,  key employee or
group of employees of the Company;

         (c) Any material change in the contingent obligations of the Company by
way of guaranty, endorsement, indemnity, warranty or otherwise;

         (d)  Any  damage,  destruction  or  loss,  whether  or not  covered  by
insurance,  materially  and  adversely  affecting  the  properties,  business or
prospects or financial condition of the Company;

         (e) Any waiver by the Company of a valuable right or of a material debt
owed to it;

         (f) Any material  change in any  compensation  arrangement or agreement
with any employee, officer, director or stockholder;

         (g) Any labor organization activity related to the Company;

         (h) Any  sale,  assignment  or  transfer  of any  patents,  trademarks,
copyrights, trade secrets or other intangible assets;

         (i) Any change in any  agreement  to which the Company is a party or by
which it is bound which materially and adversely  affects the business,  assets,
liabilities, financial condition, operations or prospects of the Company;

         (j)  Any  other  event  or  condition  of any  character  that,  either
individually  or  cumulatively,   has  materially  and  adversely  affected  the
business, assets, liabilities, financial condition or operations of the Company;
or

         (k) Any  arrangement or commitment by the Company to do any of the acts
described in subsection (a) through (j) above.

         3.10 Title to Properties and Assets;  Liens,  Etc. The Company has good
and  marketable  title to its  properties  and  assets,  and  good  title to its
leasehold  estates,  in each case subject to no mortgage,  pledge,  lien, lease,
encumbrance or charge,  other than (a) those resulting from taxes which have not
yet become delinquent,  (b) minor liens and encumbrances which do not materially
detract from the value of the property subject thereto or materially  impair the
operations  of the  Company,  and (c) those  that have  otherwise  arisen in the
ordinary  course of  business.  The Company is in  compliance  with all material
terms of each lease to which it is a party or is otherwise bound.


<PAGE>

         3.11 Intellectual Property.

         (a) General.  The Company owns or possesses  sufficient legal rights to
all patents, trademarks,  service marks, trade names, copyrights, trade secrets,
licenses,  information and other proprietary rights and processes  ("Proprietary
Rights")  necessary for its business as now conducted and as presently  proposed
to be conducted.  Section  3.11(a) of the Schedule of Exceptions sets forth with
respect to the Proprietary Rights of the Company: (i) each trademark, trade name
or  service  mark,  whether or not  registered,  (ii) each  copyright  for which
registration  has been sought,  whether or not registered,  including the number
and  date of  registration  for  each  country  in  which a  copyright  has been
registered, (iii) for each patent which has been issued or invention for which a
patent application has been filed, whether or not issued, the number and date of
the application for each country in which a patent  application has been made or
a patent has been issued,  and (iv) for each mask work (if any),  whether or not
registered,  the date of first commercial  exploitation  and if registered,  the
registration  number and date of  registration.  True and correct  copies of all
Proprietary  Rights  (including all pending  applications,  application  related
documents and materials and written materials  relating to Trade Secrets) owned,
controlled  or used by or on behalf of the  Company or in which the  Company has
any interest whatsoever have been provided to the Investors.

         (b)  Adequacy.  The  Proprietary  Rights of the  Company  are all those
necessary  for the normal  conduct of the  business of the Company as  presently
conducted  and as presently  contemplated,  including  the design,  manufacture,
development and sale of all products  currently under  development,  planned for
development or in production.

         (c) Royalties and Licenses.  Except as set forth in Section  3.11(c) of
the Schedule of  Exceptions,  the Company has no obligation  to  compensate  any
person for the use of any of its Proprietary  Rights, the Company is not subject
to any license of Proprietary Rights other than shrink-wrap licenses nor has the
Company granted to any Person any license,  option or other rights to use in any
manner any of its Proprietary Rights, whether requiring the payment of royalties
or not.

         (d)  Ownership.  The  Company has a valid right to use or owns free and
clear of any encumbrance its Proprietary  Rights,  and such  Proprietary  Rights
will not cease to be valid  rights of the  Company  by reason of the  execution,
delivery and  performance  of this  Agreement or the Related  Agreements  or the
consummation of the transactions contemplated hereby or thereby.

         (e)  Absence of Claims.  The Company  (A) has not  received  any notice
alleging,  or  otherwise  has  knowledge  of  facts  that  might  give  rise to,
invalidity with respect to any of the Proprietary  Rights of the Company and (B)
has not received any notice of alleged  infringement of any rights of others due
to any activity by the Company.  To the knowledge of the Company,  the Company's
use of its Proprietary  Rights in its past,  current and planned products do not
and would not infringe  upon or otherwise  violate the valid rights of any third
party  anywhere in the world.  No other Person (i) has notified the Company that
it is claiming any ownership of or right to use any of the Company's Proprietary
Rights or (ii) to the  knowledge of the  Company,  is  infringing  upon any such
Proprietary Rights in any way.


<PAGE>

         3.12 Protection of Proprietary Rights. All of the pending  applications
for the  Company's  Proprietary  Rights  have  been  duly  filed  and all  other
customary  actions to protect  such  Proprietary  Rights  have been  taken.  The
Company has taken reasonable steps necessary or appropriate (including, entering
into appropriate  confidentiality  and  nondisclosure  agreements with officers,
directors, subcontractors,  employees, licensees and customers) to safeguard and
maintain the secrecy and  confidentiality of, and the proprietary rights in, the
Proprietary  Rights.  The  Company  is not  aware  of  any  breach  of any  such
confidentiality or nondisclosure agreement by any party thereto.

         3.13 Compliance with Other Instruments. The Company is not in violation
or  default  of any term of its  certificate  of  incorporation  or  Bylaws,  as
currently in effect,  or Restated  Charter or of any  provision of any mortgage,
indenture,  contract, agreement,  instrument or contract to which it is party or
by which it is bound or of any judgment,  decree,  order or writ. The execution,
delivery, and performance of and compliance with this Agreement, and the Related
Agreements,  and the issuance and sale of the Shares  pursuant hereto and of the
Conversion  Shares pursuant to the Restated  Charter,  will not, with or without
the passage of time or giving of notice, result in any such violation,  or be in
conflict  with or  constitute  a default  under any such term,  or result in the
creation of any mortgage,  pledge,  lien,  encumbrance or charge upon any of the
properties or assets of the Company or the suspension,  revocation,  impairment,
forfeiture  or  nonrenewal  of any permit,  license,  authorization  or approval
applicable  to the Company,  its business or  operations or any of its assets or
properties.  The Company has avoided every condition,  and has not performed any
act, the  occurrence  of which would result in the  Company's  loss of any right
granted under any license, distribution agreement or other agreement required to
be disclosed on the Schedule of Exceptions.

         3.14 Litigation.  There is no action, suit, proceeding or investigation
pending  or,  to the  Company's  knowledge,  currently  threatened  against  the
Company,  nor is the  Company  aware  that  there  is any  basis  for any of the
foregoing.  The foregoing includes,  without limitation,  actions pending or, to
the Company's knowledge, threatened involving the prior employment of any of the
Company's employees,  their use in connection with the Company's business of any
information  or  techniques  allegedly   proprietary  to  any  of  their  former
employers,  or their obligations under any agreements with prior employers.  The
Company  is not a party or to its  knowledge  subject to the  provisions  of any
order, writ, injunction, judgment or decree of any court or government agency or
instrumentality.  There is no action,  suit,  proceeding or investigation by the
Company currently pending or which the Company intends to initiate.

         3.15  Employees.  The Company has no collective  bargaining  agreements
with any of its employees.  There is no labor union organizing  activity pending
or, to the  Company's  knowledge,  threatened  with respect to the Company.  The
Company  is not a  party  to or  bound  by any  currently  effective  employment
contract, deferred compensation arrangement,  bonus plan, incentive plan, profit
sharing  plan,  retirement  agreement  or other  employee  compensation  plan or
agreement.  To the  Company's  knowledge,  no employee of the  Company,  nor any
consultant with whom the Company has contracted,  is in violation of any term of
any  employment  contract,   proprietary  information  agreement  or  any  other
agreement  relating to the right of any such individual to be employed by, or to
contract  with,  the  Company;  and to the  Company's  knowledge  the  continued
employment by the Company of its present  employees,  and the performance of the
Company's  contracts with its  independent  contractors,  will not result in any

<PAGE>

such  violation.  The Company has not received any notice alleging that any such
violation has occurred. No employee of the Company has been granted the right to
continued  employment by the Company or to any material  compensation  following
termination  of employment  with the Company.  The Company is not aware that any
officer,  key  employee or group of employees  intends to terminate  his, her or
their employment with the Company, nor does the Company have a present intention
to terminate the employment of any officer,  key employee or group of employees.
Each former  employee of the Company  has  entered  into an  agreement  with the
Company  providing for the full release of any claims against the Company or any
related party arising out of such employment.  There are no actions pending,  or
to the  Company's  knowledge,  currently  threatened,  by any  former or current
employee concerning such person's employment by the Company.

         3.16  Obligations of  Management.  Each officer and key employee of the
Company is currently  devoting  substantially all of his or her business time to
the conduct of the  business of the  Company.  The Company is not aware that any
officer or key  employee  of the Company is planning to work less than full time
at the Company in the future.  No officer or key employee is  currently  working
or, to the  Company's  knowledge,  plans to work for a  competitive  enterprise,
whether or not such  officer or key employee is or will be  compensated  by such
enterprise.

         3.17 Registration Rights and Voting Rights. Except as required pursuant
to the Investor Rights  Agreement by and among the Company and the Investors (as
defined  therein),  dated  November 27, 2001, the Company is presently not under
any  obligation,  and has not  granted any  rights,  to register  (as defined in
Section 1.1 of the Investor  Rights  Agreement)  any of the Company's  presently
outstanding securities or any of its securities that may hereafter be issued. To
the Company's  knowledge,  except as contemplated in the Voting Agreement by and
among the Company,  the Key Holders (as defined  therein) and the  Investors (as
defined  therein),  dated  November 27, 2001, no  stockholder of the Company has
entered into any  agreement  with respect to the voting of equity  securities of
the Company.

         3.18 Compliance with Laws;  Permits.  To its knowledge,  the Company is
not  in  violation  of  any  applicable  statute,  rule,  regulation,  order  or
restriction  of any domestic or foreign  government  or any  instrumentality  or
agency thereof in respect of the conduct of its business or the ownership of its
properties  which violation would  materially and adversely affect the business,
assets,  liabilities,  financial  condition,  operations  or  prospects  of  the
Company. No domestic governmental orders,  permissions,  consents,  approvals or
authorizations  are required to be obtained and no registrations or declarations
are required to be filed in  connection  with the execution and delivery of this
Agreement or the issuance of the Shares or the Conversion Shares, except such as
have been duly and  validly  obtained or filed,  or with  respect to any filings
that must be made after the Closing,  as will be filed in a timely  manner.  The
Company  has  all  franchises,  permits,  licenses  and  any  similar  authority
necessary for the conduct of its business as now being conducted by it, the lack
of which  could  materially  and  adversely  affect  the  business,  properties,
prospects  or  financial  condition  of the Company and  believes it can obtain,
without  undue burden or expense,  any similar  authority for the conduct of its
business as planned to be conducted.


<PAGE>

         3.19 Offering Valid.  Assuming the accuracy of the  representations and
warranties of Purchasers  contained in Section 4.2 hereof,  the offer,  sale and
issuance  of the  Shares  and the  Conversion  Shares  will be  exempt  from the
registration  requirements  of the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  and will have been  registered  or qualified (or are exempt
from  registration  and  qualification)   under  the  registration,   permit  or
qualification  requirements of all applicable state securities laws. Neither the
Company nor any agent on its behalf has  solicited or will solicit any offers to
sell or has  offered to sell or will offer to sell all or any part of the Shares
to any person or persons so as to bring the sale of such  Shares by the  Company
within the registration provisions of the Securities Act or any state securities
laws.

         3.20 Full Disclosure.  The Company has provided each Purchaser with all
information  requested  by each  Purchaser  in  connection  with its decision to
purchase  the Shares.  This  Agreement,  including  the  schedules  and exhibits
hereto,  does not contain any untrue  statement  of a material  fact nor omit to
state a material fact necessary in order to make the statements contained herein
not misleading.

         3.21 Minute  Books.  The minute books of the Company made  available to
Purchasers  contain  a  complete  summary  of  all  meetings  of  directors  and
stockholders since the time of incorporation.

         3.22 Real  Property  Holding  Corporation.  The  Company  is not a real
property holding  corporation  within the meaning of Code Section  897(c)(2) and
any regulations promulgated thereunder.

         3.23 Insurance. The Company has general commercial,  product liability,
fire and casualty  insurance  policies  with  coverage  customary  for companies
similarly situated to the Company.

      4. Representations And Warranties Of Purchasers.

         Each Purchaser hereby represents and warrants to the Company, severally
and not jointly,  as follows (provided that such  representations and warranties
do not lessen or obviate the  representations  and warranties of the Company set
forth in this Agreement):

         4.1 Requisite  Power and Authority.  Purchaser has all necessary  power
and authority to execute and deliver this  Agreement and the Related  Agreements
and to carry out their  provisions.  All action on Purchaser's part required for
the lawful  execution and delivery of this Agreement and the Related  Agreements
has been taken.  Upon their  execution  and  delivery,  this  Agreement  and the
Related  Agreements  will  be  valid  and  binding   obligations  of  Purchaser,
enforceable in accordance with their terms,  except (a) as limited by applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or other  laws of general
application  affecting  enforcement  of  creditors'  rights,  (b) as  limited by
general  principles  of equity  that  restrict  the  availability  of  equitable
remedies,  and (c) to the extent that the enforceability of the  indemnification
provisions of the Investor Rights Agreement may be limited by applicable laws.

         4.2 Investment Representations.  Purchaser understands that neither the
Shares nor the Conversion  Shares have been registered under the Securities Act.
Purchaser also

<PAGE>

understands  that the Shares are being offered and sold pursuant to an exemption
from registration contained in the Securities Act based in part upon Purchaser's
representations  contained in this Agreement.  Purchaser  hereby  represents and
warrants as follows:

         (a) Purchaser Bears Economic Risk. Purchaser has substantial experience
in evaluating and investing in private  placement  transactions of securities in
companies  similar to the Company so that it is capable of evaluating the merits
and risks of its  investment  in the Company and has the capacity to protect its
own  interests.  Purchaser  must  bear  the  economic  risk of  this  investment
indefinitely  unless  the  Shares  (or the  Conversion  Shares)  are  registered
pursuant to the Securities Act, or an exemption from  registration is available.
Purchaser  understands that the Company has no present  intention of registering
the Shares,  the Conversion Shares or any shares of its Common Stock.  Purchaser
also understands that there is no assurance that any exemption from registration
under the  Securities  Act will be available and that,  even if available,  such
exemption  may not allow  Purchaser to transfer all or any portion of the Shares
or the Conversion Shares under the circumstances, in the amounts or at the times
Purchaser might propose.

         (b) Acquisition for Own Account.  Purchaser is acquiring the Shares and
the Conversion  Shares for Purchaser's own account for investment  only, and not
with a view towards their distribution.

         (c) Purchaser Can Protect Its Interest.  Purchaser  represents  that by
reason  of  its,  or of its  management's,  business  or  financial  experience,
Purchaser has the capacity to protect its own  interests in connection  with the
transactions  contemplated  in  this  Agreement,  and  the  Related  Agreements.
Further, Purchaser is aware of no publication of any advertisement in connection
with the transactions contemplated in this Agreement.

         (d) Accredited Investor.  Purchaser represents that it is an accredited
investor within the meaning of Regulation D under the Securities Act.

         (e) Company  Information.  Purchaser has had an  opportunity to discuss
the  Company's  business,  management  and  financial  affairs  with  directors,
officers and management of the Company and has had the opportunity to review the
Company's  operations and facilities.  Purchaser has also had the opportunity to
ask  questions  of and receive  answers  from,  the  Company and its  management
regarding the terms and conditions of this investment.

         (f) Rule 144. Purchaser  acknowledges and agrees that the Shares,  and,
if issued, the Conversion Shares are "restricted  securities" as defined in Rule
144 promulgated under the Securities Act as in effect from time to time and must
be  held  indefinitely  unless  they  are  subsequently   registered  under  the
Securities Act or an exemption from such  registration  is available.  Purchaser
has been  advised  or is aware of the  provisions  of Rule  144,  which  permits
limited  resale  of  shares  purchased  in a private  placement  subject  to the
satisfaction  of  certain  conditions,   including,   among  other  things:  the
availability of certain current public information about the Company, the resale
occurring following the required holding period under Rule 144 and the number of
shares  being  sold  during  any  three-month  period  not  exceeding  specified
limitations.


<PAGE>

         (g) Residence. If Purchaser is an individual, then Purchaser resides in
the state or  province  identified  in the  address  of  Purchaser  set forth on
Exhibit A; if Purchaser is a partnership, corporation, limited liability company
or other entity, then the office or offices of Purchaser in which its investment
decision was made is located at the address or addresses of Purchaser  set forth
on Exhibit A.

         (h) Foreign  Investors.  If Purchaser is not a United States person (as
defined  by  Section  7701(a)(30)  of the  Internal  Revenue  Code of  1986,  as
amended),  Purchaser  hereby  represents that it has satisfied  itself as to the
full  observance  of the  laws  of  its  jurisdiction  in  connection  with  any
invitation to subscribe for the Shares or any use of this  Agreement,  including
(i) the legal  requirements  within its  jurisdiction  for the  purchase  of the
Shares,  (ii) any foreign  exchange  restrictions  applicable to such  purchase,
(iii) any  government or other  consents that may need to be obtained,  and (iv)
the income tax and other tax  consequences,  if any, that may be relevant to the
purchase,  holding,  redemption,  sale or transfer  of the  Shares.  Purchaser's
subscription  and payment for and continued  beneficial  ownership of the Shares
will  not  violate  any  applicable  securities  or  other  laws of  Purchaser's
jurisdiction.

         4.3 Transfer Restrictions.  Each Purchaser acknowledges and agrees that
the Shares and, if issued,  the Conversion Shares are subject to restrictions on
transfer as set forth in the Investor Rights Agreement.

      5. Conditions To Execution of this Agreement.

         5.1 Conditions to Purchasers' Execution of this Agreement.  Purchasers'
execution of this Agreement is subject to the  satisfaction,  at or prior to the
date hereof, of the following conditions:

         (a)  Representations  and Warranties True;  Performance of Obligations.
The  representations  and warranties made by the Company in Section 3 hereof are
true and  correct in all  material  respects  (except  for  representations  and
warranties subject to "materiality"  qualifiers,  which shall be true,  complete
and correct in all  respects) as of the date hereof,  and the Company shall have
performed all  obligations  and  conditions  herein  required to be performed or
observed by it on or prior to the date hereof.

         (b) Corporate Documents. The Company shall have delivered to Purchasers
or their counsel, copies of all corporate documents of the Company as Purchasers
shall reasonably request.

         (c)  Investor  Rights   Agreement.   The  Investor   Rights   Agreement
substantially  in the form attached hereto as Exhibit D shall have been executed
and delivered by the Purchasers and delivered to the Escrow Agent.

         (d) Voting  Agreement.  The Voting Agreement  substantially in the form
attached  hereto as  Exhibit E shall have been  executed  and  delivered  by the
Purchasers and certain other parties thereto and delivered to the Escrow Agent.


<PAGE>

         (e) Reservation of Conversion  Shares.  The Conversion  Shares issuable
upon  conversion of the Shares shall have been duly  authorized and reserved for
issuance upon such conversion.

         (f) Board of  Directors.  The Board of Directors  of the Company  shall
have  authorized  that,  upon the Closing,  the authorized  size of the Board of
Directors of the Company  shall be nine  members and the Board shall  consist of
Promod Haque, Tal Simchony,  Morgan Jones, Pascal Levensohn,  Amit Chawla, Giora
Bitan, Barak Hachamov, and two (2) vacancies.

         (g) Proceedings and Documents.  All corporate and other  proceedings in
connection  with  the  transactions  contemplated  as of the  execution  of this
Agreement and all documents and instruments  incident to such execution shall be
reasonably  satisfactory  in substance and form to Purchasers  and their special
counsel,  and Purchasers and their special  counsel shall have received all such
counterpart originals or certified or other copies of such documents as they may
reasonably request.

         (h) Proprietary  Information and Inventions Agreement.  The Company and
each of its  employees  shall have entered into the  Company's  standard form of
Proprietary  Information and Inventions  Agreement,  in  substantially  the form
delivered to counsel for the Purchasers.

         (i) Minimum  Investment.  The amount of money placed into escrow by the
Purchasers as of the date hereof for release upon satisfaction of the conditions
set  forth  in  Section  7  below  shall  be at  least  twenty  million  dollars
($20,000,000).

         (j) Exchange Agreement. The Exchange Agreement shall have been executed
and delivered by the parties thereto.

         5.2  Conditions  to  Execution of this  Agreement  by the Company.  The
Company's  execution  of this  Agreement is subject to the  satisfaction,  on or
prior to the date hereof, of the following conditions:

         (a)  Representations  and  Warranties  True.  The  representations  and
warranties in Section 4 made by those Purchasers  acquiring Shares hereunder are
true and correct in all material respects at the date of the date hereof.

         (b)  Performance of Obligations.  Such Purchasers  shall have performed
and complied with all agreements and conditions  herein required to be performed
or complied with by such Purchasers on or before date hereof.

         (c)  Investor  Rights   Agreement.   The  Investor   Rights   Agreement
substantially  in the form attached hereto as Exhibit D shall have been executed
and delivered by the parties thereto and delivered to the Escrow Agent.

         (d) Voting  Agreement.  The Voting Agreement  substantially in the form
attached  hereto as  Exhibit E shall have been  executed  and  delivered  by the
parties thereto and delivered to the Escrow Agent.


<PAGE>

         (e) Exchange Agreement. The Exchange Agreement shall have been executed
and delivered by the parties thereto

         (f) Minimum  Investment.  The amount of money placed into escrow by the
Purchasers as of the date hereof for release upon satisfaction of the conditions
set  forth  in  Section  7  below  shall  be at  least  twenty  million  dollars
($20,000,000).

      6. Closing Deliverables.

         The Company shall  deliver the following to the  Purchasers at or prior
to the Closing:

         6.1 Filing of Restated Charter.  The Restated Charter as filed with the
Secretary of State of the State of Delaware  shall  continue to be in full force
and effect on the Closing Date.

         6.2  Corporate  Documents.  Copies of all  corporate  documents  of the
Company as Purchasers or their counsel shall reasonably request.

         6.3 Compliance Certificate.  A Compliance Certificate,  executed by the
Chief  Executive  Officer of the Company,  dated the Closing Date, to the effect
that the  conditions  specified  in  subsections  (a) and (e) of Section 5.1 and
subsections (b) and (d) of Section 7.1 have been satisfied.

         6.4  Secretary's   Certificate.   A  certificate   from  the  Company's
Secretary,  a having attached  thereto (i) the Company's  Restated Charter as in
effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the
time of the  Closing,  (iii)  resolutions  approved  by the  Board of  Directors
authorizing the transactions  contemplated  hereby, (iv) resolutions approved by
the Company's  stockholders  authorizing the filing of the Restated Charter, and
(v) good standing certificates (including tax good standing) with respect to the
Company  from  the   applicable   authority(ies)   in  Delaware  and  any  other
jurisdiction  in which the Company is qualified  to do business,  dated a recent
date before the Closing.

         6.5 Board of Directors.  Proper  authorization  that, upon the Closing,
the  authorized  size of the Board of  Directors  of the  Company  shall be nine
members and the Board shall consist of Promod Haque, Tal Simchony, Morgan Jones,
Pascal  Levensohn,  Amit  Chawla,  Giora  Bitan,  Barak  Hachamov,  and  two (2)
vacancies.

         6.6 Proceedings and Documents.  All corporate and other  proceedings in
connection with the transactions contemplated at the Closing hereby and delivery
of all  documents  and  instruments  incident  to  such  transactions  shall  be
reasonably  satisfactory  in substance and form to Purchasers  and their special
counsel,  and Purchasers and their special  counsel shall have received all such
counterpart originals or certified or other copies of such documents as they may
reasonably request.


<PAGE>

         7.  Conditions To Closing.  The Purchasers and the Company will deliver
their respective Release Instructions to the Escrow Agent and effect the Closing
upon the satisfaction or waiver of the following conditions:

         7.1 Conditions to Purchasers'  Obligations at the Closing.  Purchasers'
obligations  to purchase  the Shares at the  initial  Closing are subject to the
satisfaction, at or prior to the Closing Date, of the following conditions:

         (a)  Representations  and Warranties True;  Performance of Obligations.
The representations and warranties made by the Company in Section 3 hereof shall
have been true and correct in all material respects (except for  representations
and warranties subject to "materiality" qualifiers,  which shall have been true,
complete and correct in all respects) as of the date of this Agreement.

         (b) Filing of Restated  Charter.  The Restated  Charter shall have been
accepted for filing by the Secretary of State of the State of Delaware and shall
continue to be in full force and effect as of the Closing Date.

         (c)  Acquisition.  The conditions  for the Exchange  Closing shall have
been satisfied or waived by the parties to the Exchange Agreement.

         (d) Consents, Permits, and Waivers. The Company shall have obtained any
and all consents,  permits and waivers necessary or appropriate for consummation
of the  transactions  contemplated by this Agreement and the Related  Agreements
(including  any filing  required to comply with the Hart Scott Rodino  Antitrust
Improvements  Act of  1976,  and  except  for such as may be  properly  obtained
subsequent to the Closing).

         (e) Legal Opinion. Legal counsel to the Company shall have delivered an
opinion  addressed  to  the  Purchasers,  dated  as  of  the  Closing  Date,  in
substantially the form attached hereto as Exhibit F.



         7.2 Conditions to Obligations of the Company.  The Company's obligation
to  issue,  sell and  deliver  the  Shares at each  Closing  is  subject  to the
satisfaction, on or prior to such Closing, of the following conditions:

         (a)  Representations  and  Warranties  True.  The  representations  and
warranties  in Section 4 made by those  Purchasers  acquiring  Shares  hereunder
shall be true and correct in all material respects as of the date hereof.

         (b) Filing of Restated  Charter.  The Restated  Charter shall have been
accepted for filing by the Secretary of State of the State of Delaware.

         (c)  Acquisition.  The conditions  for the Exchange  Closing shall have
been satisfied or waived by the parties to the Exchange Agreement.


<PAGE>

         (d) Consents,  Permits, and Waivers. The Company shall have obtained of
any  and  all  consents,  permits  and  waivers  necessary  or  appropriate  for
consummation of the transactions  contemplated by this Agreement and the Related
Agreements  (including any filing  required to comply with the Hart Scott Rodino
Antitrust  Improvements  Act of 1976,  and  except  for such as may be  properly
obtained subsequent to the Closing).



         8.  Termination  Prior to Closing.  This Agreement  shall be terminated
prior to Closing upon the termination of the Exchange  Agreement pursuant to the
terms thereof. In the event of such termination, the obligations and liabilities
of all  parties  pursuant  to this  Agreement  shall be of no  further  force or
effect.

         9. Miscellaneous.

         9.1 Governing Law. This Agreement  shall be governed in all respects by
the laws of the State of  California  as such  laws are  applied  to  agreements
between California residents entered into and performed entirely in California.

         9.2 Survival. The representations, warranties, covenants and agreements
made  herein  shall  survive any  investigation  made by any  Purchaser  and the
closing of the transactions  contemplated  hereby.  All statements as to factual
matters  contained in any  certificate  or other  instrument  delivered by or on
behalf of the  Company  pursuant  hereto  in  connection  with the  transactions
contemplated  hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

         9.3  Successors  and Assigns.  Except as otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties  hereto and shall  inure to the  benefit of and be  enforceable  by each
person who shall be a holder of the Shares from time to time.

         9.4 Entire  Agreement.  This  Agreement,  the  exhibits  and  schedules
hereto, the Related Agreements and the other documents delivered pursuant hereto
constitute the full and entire  understanding  and agreement between the parties
with regard to the subjects  hereof and no party shall be liable or bound to any
other in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.

         9.5  Severability.  In case any  provision of this  Agreement  shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         9.6 Amendment and Waiver.

         (a) Except as otherwise provided for in Section 2.3, this Agreement may
be amended or modified only upon the written  consent of the Company and holders
of at least a majority of the then  outstanding  Shares (treated as if converted
and including any Conversion Shares into which the then outstanding  Shares have
been converted that have not been sold to the public).


<PAGE>

         (b) The obligations of the Company and the rights of the holders of the
Shares and the  Conversion  Shares under this  Agreement may be waived only with
the  written  consent  of the  holders  of at  least  a  majority  of  the  then
outstanding  Shares (treated as if converted and including any Conversion Shares
into which the then  outstanding  Shares have been  converted that have not been
sold to the public).

         9.7 Delays or  Omissions.  It is agreed  that no delay or  omission  to
exercise  any right,  power or remedy  accruing  to any party,  upon any breach,
default or  noncompliance  by another  party under this  Agreement,  the Related
Agreements  or the  Restated  Charter,  shall  impair any such  right,  power or
remedy, nor shall it be construed to be a waiver of any such breach,  default or
noncompliance,  or any  acquiescence  therein,  or of or in any similar  breach,
default or  noncompliance  thereafter  occurring.  It is further agreed that any
waiver,  permit, consent or approval of any kind or character on any Purchaser's
part of any breach,  default or noncompliance under this Agreement,  the Related
Agreements  or under the Restated  Charter or any waiver on such party's part of
any provisions or conditions of this Agreement,  the Related Agreements,  or the
Restated  Charter must be in writing and shall be  effective  only to the extent
specifically  set  forth  in such  writing.  All  remedies,  either  under  this
Agreement,  the Related  Agreements,  the Restated Charter, by law, or otherwise
afforded to any party, shall be cumulative and not alternative.

         9.8 Waiver of Conflicts. Each party to this Agreement acknowledges that
Cooley Godward LLP ("Cooley  Godward"),  outside general counsel to the Company,
has in the past  performed  and is or may now or in the future  represent one or
more  Purchasers or their  affiliates in matters  unrelated to the  transactions
contemplated by this Agreement (the  "Financing"),  including  representation of
such  Purchasers  or their  affiliates  in  matters  of a similar  nature to the
Financing.  The applicable  rules of  professional  conduct  require that Cooley
Godward  inform the parties  hereunder of this  representation  and obtain their
consent.  Cooley has served as outside  general  counsel to the  Company and has
negotiated the terms of the Financing solely on behalf of the Company. It is the
belief of Cooley  Godward  that these terms and  conditions  represent  an arm's
length  transaction  between the Company and  Purchasers.  Purchasers  have been
represented by independent  legal counsel  regarding the terms of the Financing.
The  Company and each  Purchaser  hereby (a)  acknowledge  that they have had an
opportunity  to  ask  for  and  have  obtained   information  relevant  to  such
representation,  including  disclosure  of the  reasonably  foreseeable  adverse
consequences of such  representation;  (b) acknowledge  that with respect to the
Financing,  Cooley  Godward  has  represented  solely the  Company,  and not any
Purchaser  or any  stockholder,  director  or  employee  of the  Company  or any
Purchaser; and (c) gives its informed consent to Cooley Godward's representation
of the Company in the Financing.

         9.9 Notices.  All notices  required or permitted  hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be  notified,  (b) when sent by  confirmed  electronic  mail,  telex or
facsimile if sent during normal business hours of the recipient, if not, then on
the next business day, (c) five (5) days after having been sent by registered or
certified mail, return receipt  requested,  postage prepaid,  or (d) one (1) day
after deposit with a nationally  recognized  overnight courier,  specifying next
day delivery,  with written verification of receipt. All communications shall be
sent to the Company at the address as set forth on the signature page hereof and
to Purchaser at the address set forth on Exhibit A,  attached

<PAGE>

hereto or at such other  address or  electronic  mail  address as the Company or
Purchaser  may  designate by ten (10) days advance  written  notice to the other
parties hereto.

         9.10  Expenses.  Each party shall bear all costs and  expenses  that it
incurs with respect to the negotiation,  execution,  delivery and performance of
this Agreement.

         9.11  Attorneys'  Fees.  In the  event  that  any  suit  or  action  is
instituted to enforce any provision in this Agreement,  the prevailing  party in
such dispute shall be entitled to recover from the losing party all fees,  costs
and  expenses  of  enforcing  any right of such  prevailing  party under or with
respect to this Agreement,  including without  limitation,  such reasonable fees
and  expenses  of  attorneys  and  accountants,  which  shall  include,  without
limitation, all fees, costs and expenses of appeals.

         9.12 Titles and Subtitles.  The titles of the sections and  subsections
of this  Agreement  are for  convenience  of  reference  only  and are not to be
considered in construing this Agreement.

         9.13  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

         9.14 Broker's Fees.  Each party hereto  represents and warrants that no
agent,  broker,  investment banker,  person or firm acting on behalf of or under
the  authority  of such party  hereto is or will be entitled to any  broker's or
finder's fee or any other  commission  directly or indirectly in connection with
the  transactions  contemplated  herein.  Each party  hereto  further  agrees to
indemnify each other party for any claims,  losses or expenses  incurred by such
other party as a result of the representation in this Section 6.14 being untrue.

         9.15 Exculpation Among Purchasers.  Each Purchaser acknowledges that it
is not relying upon any person, firm, or corporation, other than the Company and
its officers and  directors,  in making its  investment or decision to invest in
the  Company.  Each  Purchaser  agrees  that no  Purchaser  nor  the  respective
controlling persons, officers, directors,  partners, agents, or employees of any
Purchaser  shall be liable to any other  Purchaser for any action  heretofore or
hereafter  taken or  omitted to be taken by any of them in  connection  with the
Shares and Conversion Shares.

         9.16  Pronouns.  All  pronouns  contained  herein,  and any  variations
thereof,  shall be  deemed  to  refer to the  masculine,  feminine  or  neutral,
singular or plural, as to the identity of the parties hereto may require.

         9.17  California  Corporate  Securities Law. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR  TO  SUCH  QUALIFICATION  OR IN THE  ABSENCE  OF AN  EXEMPTION  FROM  SUCH
QUALIFICATION  IS UNLAWFUL.  PRIOR TO  ACCEPTANCE OF SUCH  CONSIDERATION  BY THE
COMPANY,  THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY  CONDITIONED
UPON SUCH  QUALIFICATION  BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION
BEING AVAILABLE..

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

         IN WITNESS  WHEREOF,  the  parties  hereto have  executed  the SERIES C
PREFERRED  STOCK  PURCHASE  AGREEMENT  as of the  date set  forth  in the  first
paragraph hereof.

COMPANY:

NEXVERSE NETWORKS, INC.


By: /s/ Amit Chawla
    ------------------------------
    Amit Chawla, Chief Executive Officer

Address: 926 Rock Ave.
         San Jose, CA  95131






                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT
                                 SIGNATURE PAGE
<PAGE>


         IN WITNESS  WHEREOF,  the  parties  hereto have  executed  the SERIES C
PREFERRED  STOCK  PURCHASE  AGREEMENT  as of the  date set  forth  in the  first
paragraph hereof.



                                  ECI TELECOM LTD.


                                  Signature: /s/ Doron Inbar
                                             ---------------------------------

                                  Print Name: Doron Inbar
                                              --------------------------------

                                  Title: Chief Executive Officer
                                         -------------------------------------



                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT
                                 SIGNATURE PAGE
<PAGE>


         IN WITNESS  WHEREOF,  the  parties  hereto have  executed  the SERIES C
PREFERRED  STOCK  PURCHASE  AGREEMENT  as of the  date set  forth  in the  first
paragraph hereof.



                                  STAR BAY TECHNOLOGY VENTURES IV, L.P.


                                  By Levensohn Capital Partners II LLC,
                                  its General Partner
                                  By Levensohn Capital Management, LLC
                                  its Managing Member


                                  By: /s/ Pascal Levensohn
                                      ---------------------------------
                                      Pascal Levensohn, President

                                  STAR BAY PARTNERS, L.P. (ROLLOVER FUND)


                                  By APH Capital Management LLC,
                                  its General Partner
                                  By Levensohn Capital Management, LLC
                                  its Managing Member


                                  By: /s/ Pascal Levensohn
                                      ---------------------------------
                                      Pascal Levensohn, President

                                  STAR BAY ASSOCIATES FUND, L.P.



                                  By Levensohn Capital Management, LLC
                                  its General Partner


                                  By: /s/ Pascal Levensohn
                                      ---------------------------------
                                      Pascal Levensohn, President



                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT
                                 SIGNATURE PAGE
<PAGE>


         IN WITNESS  WHEREOF,  the  parties  hereto have  executed  the SERIES C
PREFERRED  STOCK  PURCHASE  AGREEMENT  as of the  date set  forth  in the  first
paragraph hereof.


                                  BATTERY VENTURES V, L.P.


                                  By: Battery Partners V, LLC
                                      General Partner


                                  /s/ Morgan M. Jones
                                  ---------------------------------
                                  Name: Morgan M. Jones
                                  Title: Member Manager


                                  BATTERY VENTURES CONVERGENCE FUND, L.P.


                                  By: Battery Convergence Partners, LLC
                                      General Partner


                                  /s/ Morgan M. Jones
                                  ---------------------------------
                                  Name: Morgan M. Jones
                                  Title: Member Manager



                                  BATTERY INVESTMENT PARTNERS V, LLC


                                  /s/ Morgan M. Jones
                                  ---------------------------------
                                  Name:  Morgan M. Jones
                                  Title: Member Manager


                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT
                                 SIGNATURE PAGE
<PAGE>


         IN WITNESS  WHEREOF,  the  parties  hereto have  executed  the SERIES C
PREFERRED  STOCK  PURCHASE  AGREEMENT  as of the  date set  forth  in the  first
paragraph hereof.

                                  NORWEST VENTURE PARTNERS IX, L.P.


                                  By: Genesis VC Partners IX, LLC


                                  /s/ Promod Haque
                                  ---------------------------------
                                  Name: Promod Haque
                                  Title: Managing Director



                                  NVP ENTREPRENEURS FUND IX, L.P.


                                  By: Genesis VC Partners IX, LLC


                                  /s/ Promod Haque
                                  ---------------------------------
                                  Name: Promod Haque
                                  Title: Managing Director



                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT
                                 SIGNATURE PAGE
<PAGE>


         IN WITNESS  WHEREOF,  the  parties  hereto have  executed  the SERIES C
PREFERRED  STOCK  PURCHASE  AGREEMENT  as of the  date set  forth  in the  first
paragraph hereof.


                                  KPCB HOLDINGS, INC., AS NOMINEE


                                  Signature: /s/ signature illegible
                                             ---------------------------------

                                  Print Name:
                                              --------------------------------

                                  Title:
                                         -------------------------------------


                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT
                                 SIGNATURE PAGE
<PAGE>


         IN WITNESS  WHEREOF,  the  parties  hereto have  executed  the SERIES C
PREFERRED  STOCK  PURCHASE  AGREEMENT  as of the  date set  forth  in the  first
paragraph hereof.


                                  LIBERTY MUTUAL INSURANCE COMPANY


                                  Signature: /s/ Ronald D. Ulich
                                             ---------------------------------
                                  Name:  Ronald D. Ulich
                                         -------------------------------------
                                  Title: Vice President
                                         -------------------------------------



                   SERIES C PREFERRED STOCK PURCHASE AGREEMENT
                                 SIGNATURE PAGE
<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                              PAGE
                                                                                                              ----
<C>                                                                                                             <C>
1.       Agreement To Sell And Purchase..........................................................................2

         1.1      Authorization of Shares........................................................................2

         1.2      Sale and Purchase..............................................................................2

2.       Closing, Delivery And Payment...........................................................................2

         2.1      Closing........................................................................................2

         2.2      Delivery.......................................................................................2

         2.3      Subsequent Sales of Shares.....................................................................2

3.       Representations And Warranties Of The Company...........................................................3

         3.1      Organization, Good Standing and Qualification..................................................3

         3.2      Subsidiaries...................................................................................3

         3.3      Capitalization; Voting Rights..................................................................3

         3.4      Authorization; Binding Obligations.............................................................5

         3.5      Financial Statements...........................................................................5

         3.6      Liabilities....................................................................................6

         3.7      Agreements; Action.............................................................................6

         3.8      Obligations to Related Parties.................................................................6

         3.9      Changes........................................................................................7

         3.10     Title to Properties and Assets; Liens, Etc.....................................................8

         3.11     Intellectual Property..........................................................................8

         3.12     Protection of Proprietary Rights...............................................................9

         3.13     Compliance with Other Instruments..............................................................9

         3.14     Litigation.....................................................................................9

         3.15     Employees.....................................................................................10

         3.16     Obligations of Management.....................................................................10

         3.17     Registration Rights and Voting Rights.........................................................10

         3.18     Compliance with Laws; Permits.................................................................10

         3.19     Offering Valid................................................................................11

         3.20     Full Disclosure...............................................................................11

         3.21     Minute Books..................................................................................11

         3.22     Real Property Holding Corporation.............................................................11
</TABLE>

                                      -i-

<PAGE>


<TABLE>
<CAPTION>
<S>      <C>                                                                                                   <C>
         3.23     Insurance.....................................................................................11

4.       Representations And Warranties Of Purchasers...........................................................12

         4.1      Requisite Power and Authority.................................................................12

         4.2      Investment Representations....................................................................12

         4.3      Transfer Restrictions.........................................................................13

5.       Conditions To Execution of this Agreement..............................................................13

         5.1      Conditions to Purchasers' Execution of this Agreement.........................................13

         5.2      Conditions to Execution of this Agreement by the Company......................................15

6.       Closing Deliverables...................................................................................15

         6.1      Filing of Restated Charter....................................................................15

         6.2      Corporate Documents...........................................................................15

         6.3      Compliance Certificate........................................................................15

         6.4      Secretary's Certificate.......................................................................16

         6.5      Board of Directors............................................................................16

         6.6      Proceedings and Documents.....................................................................16

7.       Conditions To Closing..................................................................................16

         7.1      Conditions to Purchasers' Obligations at the Closing..........................................16

         7.2      Conditions to Obligations of the Company......................................................17

8.       Termination Prior to Closing...........................................................................17

9.       Miscellaneous..........................................................................................17

         9.1      Governing Law.................................................................................17

         9.2      Survival......................................................................................17

         9.3      Successors and Assigns........................................................................18

         9.4      Entire Agreement..............................................................................18

         9.5      Severability..................................................................................18

         9.6      Amendment and Waiver..........................................................................18

         9.7      Delays or Omissions...........................................................................18

         9.8      Waiver of Conflicts...........................................................................18

         9.9      Notices.......................................................................................19

         9.10     Expenses......................................................................................19

         9.11     Attorneys' Fees...............................................................................19

         9.12     Titles and Subtitles..........................................................................19

         9.13     Counterparts..................................................................................19
</TABLE>


                                      -ii-
<PAGE>


<TABLE>
<CAPTION>
<S>      <C>                                                                                                   <C>
         9.14     Broker's Fees.................................................................................20

         9.15     Exculpation Among Purchasers..................................................................20

         9.16     Pronouns......................................................................................20

         9.17     California Corporate Securities Law...........................................................20
</TABLE>



                                     -iii-

<PAGE>



                                           List Of Exhibits


Schedule of Purchasers                                                 Exhibit A

Amended and Restated Certificate of Incorporation                      Exhibit B

Schedule of Exceptions                                                 Exhibit C

Investor Rights Agreement                                              Exhibit D

Voting Agreement                                                       Exhibit E

Form of Legal Opinion                                                  Exhibit F

Debt Obligations                                                       Exhibit G

Form of Escrow Agreement                                               Exhibit H



<PAGE>



                                    Exhibit A

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>
                                                                                           AGGREGATE
                   NAME AND ADDRESS                           SHARES                     PURCHASE PRICE
                   ----------------                           ------                     --------------
<S>                                                         <C>                          <C>
ECI TELECOM, LTD.
       30 Hasivim Street                                   58,275,059                       $10,000,000.12
       Petah Tikva,  49133
       Israel

STAR BAY TECHNOLOGY VENTURES IV, L.P.
       333 Bush, Suite 2580                                 4,816,409                          $826,495.87
       San Francisco, CA  94104
       Attn: Pascal Levensohn
       Fax: 415 217-4727
       Telephone:  415 217-4710
       E-mail: Pascal@levcap.com

STAR BAY PARTNERS, L.P. (ROLLOVER FUND)
       333 Bush, Suite 2580                                 8,297,101                        $1,423,782.51
       San Francisco, CA  94104
       Attn: Pascal Levensohn
       Fax: 415 217-4727
       Telephone:  415 217-4710
       E-mail: Pascal@levcap.com

STAR BAY ASSOCIATES FUND, L.P.
       333 Bush, Suite 2580                                   289,753                           $49,721.62
       San Francisco, CA  94104
       Attn: Pascal Levensohn
       Fax: 415 217-4727
       Telephone:  415 217-4710
       E-mail: Pascal@levcap.com
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
<S>                                                         <C>                              <C>
LIBERTY MUTUAL INSURANCE COMPANY
       Investments, 9A                                      18,065,269                       $3,100,000.16
       175 Berkeley Street
       Boston, MA  02117
       Attn:  Charles Farber

BATTERY VENTURES V, L. P.
       20 William Street, Suite 200                         23,620,512                       $4,053,279.86
       Wellesley, MA 02481
       Attn: Morgan Jones

BATTERY VENTURES CONVERGENCE FUND, L. P.
       20 William Street, Suite 200                          1,507,695                         $258,720.46
       Wellesley, MA 02481
       Attn: Morgan Jones

BATTERY INVESTMENT PARTNERS V, LLC
       20 William Street, Suite 200                            512,819                          $87,999.74
       Wellesley, MA 02481
       Attn: Morgan Jones
NORWEST VENTURE PARTNERS IX, L.P.
       525 University Avenue                                23,819,189                       $4,087,372.83
       Suite 800
       Palo Alto, CA 94301-1922
       Attn: Promod Haque
NVP ENTREPRENEURS FUND IX, L.P.
       525 University Avenue                                   656,336                         $112,627.26
       Suite 800
       Palo Alto, CA 94301-1922
       Attn: Promod Haque
KPCB HOLDINGS, INC.
       2750 Sand Hill Road                                     582,750                          $99,999.90
       Menlo Park, CA 94025
       Attn: Matt Murphy

TOTAL:                                                     140,442,892                      $24,100,000.26
                                                           ===========                      ==============
</TABLE>