AGREEMENT

    


    This
      Agreement (“Agreement”) made and entered on the 22nd
      day of
      March, 2006, by and between 

     

    WICENET
      Limited,
      a
      company organized and existing under the laws of Republic of India and having
      its registered office at #301, Mayfair Court, 266/3, Nachiket Park, Baner,
      Pune,
      411 045, India, in the State of Maharastra, India (hereinafter referred to
      as
“WICENET” which expression shall include its successors and permitted assigns);
      and

     

    Nayna
      Networks, Inc., a
      Nevada
      corporation with its principal office at 4699 Old Ironsides Drive, Santa Clara,
      CA 95054, together with its subsidiary,
      Nayna Networks (India) Pvt. Ltd.,
      with
      its principal office at E-401, Crystal Plaza, New Link Road, Andheri (West),
      Mumbai, 400 053 India (hereinafter referred to as “Nayna” which expression shall
      include its successors and permitted assigns).

    WITNESSETH

     

    WHEREAS
      WICENET is a service provider and systems integrator for multimedia services
      such as triple play, e-learning, gaming, video on demand, IPTV, High Definition
      TV, personal recorder, and VoIP communications; and

     

    WHEREAS
      Nayna is a telecom equipment and network product design and development,
      manufacturing, system integration and marketing company offering Telecom
      Products and Services and specializing in the design and development of wide
      range of telecom equipments, including, but not limited to, different types
      of
      Transmission and Access products based on optical and copper media;
      and

     

    WHEREAS
      WICENET intends to submit proposals in connection with opportunities related
      to
      multimedia services to Customers in India and other countries; and

     

    WHEREAS
      WICENET desires to obtain from Nayna Network System Solutions for its multimedia
      services and other assistance as the case may arise; and

     

    WHEREAS
      it is considered desirable to record the terms of the agreement between the
      parties;

     

    NOW,
      THEREFORE IN THE SPIRIT OF MUTUAL TRUST, MUTUAL BENEFITS AND EQUALITY, BOTH
      PARTIES HERETO AGREES AS FOLLOWS:

     

    
      	1.
              -	
              Nayna
                will act as the exclusive Network Systems Solutions & equipment
                provider for the sub systems outlined in Appendix A that are required
                by
                WICENET to deploy its multimedia services. The parties will agree
                on a
                case by case basis on the cost to WICENET for this equipment. The
                expected
                cost of this equipment is in the range of $350 to $400 per user,
                including
                a handling fee to Nayna of approximately
                5%.

            



    
      	2.
              -	
              Nayna
                will provide WICENET with technical support as requested for its
                deployment of multimedia services. This technical support will be
                priced
                on an hourly basis to be determined between the
                parties.

            



    
      	3.
              -	
              Nayna
                will perform a network utilization study for each system deployed
                as the
                number of users increases by 25% beyond the initial forecasted deployment.
                

            


    

     

    
      
         

      

      
        Page1/6

        
          

        

      

      
         

      

       

    

    
      	4.
              -	
              Nayna
                also agrees to provide co-marketing support to WICENET up to $35,000
                per
                month for the first three months. Progress will be evaluated after
                three
                months, and if sales targets are met, Nayna will provide co-marketing
                support for an additional three months. After that, WICENET will
                repay
                this amount over the next six months plus 6%
                interest.

            



    
      	5.
              -	
              WICENET
                will assume the lead responsibility for its proposals to Customers.
                Nayna
                shall provide input to the WICENET proposal, including, but not limited
                to, Network diagrams, Band Width allocations, Equipment interconnection
                diagrams, Power Plant details, Network Management methodologies,
                equipment
                specifications, delivery schedule, and
                pricing.

            



    
      	6.
              -	
              WICENET
                shall be responsible for the network rollout and deployment of each
                project, including installation and commissioning. WICENET shall
                also be
                responsible for any civil works or other activity required to realize
                a
                suitable infrastructure for the
                project.

            



    
      	7.
              -	
              WICENET
                will provide the necessary support to Nayna to enable it to secure
                the
                financing for manufacturing and system integration required in the
                Agreement.

            



    
      	8.
              -	
              For
                each project, WICENET agrees to enter into a Managed Services and
                Systems
                Maintenance Agreement with Nayna for a period of at least two years
                after
                the commissioning of a project. Terms of this will be detailed in
                a
                separate agreement

            



    
      	9.
              -	
              A
                sales forecast for the first 12 months is included in Appendix B.
                WICENET
                will commit to this forecast and will be responsible for ordering
                this
                quantity of equipment from Nayna. WICENET will provide Nayna with
                a
                corporate guarantee to this effect.

            



    
      	10.
              -	
              Nayna
                will invoice WICENET upon shipment of equipment to WICENET with payment
                terms of net 90 days. Nayna will invoice WICENET monthly for all
                other
                items and payment terms will also be net 90
                days.

            



    
      	11.
              -	
              Except
                as terminated by either party as result of breach of this Agreement
                or by
                insolvency, bankruptcy or liquidation of the other party, this Agreement
                shall be effective from the date and year hereinabove and valid for
                one
                year. After that period, the Agreement shall automatically extend
                for
                additional one year periods, unless either party gives ninety days
                written
                notice that it intends to terminate the
                Agreement.

            



    
      	12.
              -	
              The
                parties hereto shall be deemed to be independent contractors, and
                the
                employees of one shall not be deemed to be employees of the other.
                Neither
                party shall act as the agent of the other, nor have the authority
                to bind
                the other party. Nothing contained in this Agreement will be construed
                to
                make a company, partnership or joint venture between the
                parties.

            



    
      	13.
              -	
              All
                costs and expenses to be incurred by either party in connection with
                the
                efforts to arrive at this Agreement will be borne and paid independently
                by each party incurring the respective expenses, except for those
                expenses
                which are explicitly and mutually agreed to in advance to be shared
                between the Parties.

            


    

     

     

    
      
         

      

      
        Page2/6

        
          

        

      

      
         

      

    

     

    
      	14.
              -	
              In
                no event will either Party be liable to the other Party for indirect,
                special, incidental, punitive or consequential damages in connection
                with
                this Agreement including, but not limited to loss of profit, loss
                of
                turnover, loss of business opportunity,
                etc.

            



    
      
        
          	15.
                  -	
                  Neither
                    party may assign its rights, title, benefits, interests, obligations
                    and
                    liabilities in this Agreement
                    to
                    any third
                    party without the prior approval of the other party except that
                    either
                    party may, with prior notice to the other party, assign its rights,
                    title,
                    benefit, interests, obligations and liabilities in either this
                    Agreement or
                    other agreements
                    contemplated hereunder to any of its affiliates and either party
                    shall
                    have the right to assign this Agreement
                    in
                    connection with a sale of its business, in whole or in part,
                    to which the
                    Agreement
                    relates provided such entity is not a competitor of the non-assigning
                    party without the consent of the non-assigning party. All other
                    assignments require the prior consent of the other party,
                    which consent shall not be unreasonably
                    withheld.

                


        

      

    

    
      	16.
              -	
              During
                the development of any WICENET Proposal, it is anticipated that
                information of a confidential and proprietary nature ("Information")
                will
                be mutually exchanged. The parties agree that all Information will
                remain
                the property of the disclosing party and will be kept in strict confidence
                by the receiving party. Information exchanged between the parties
                will not
                be divulged or disclosed to any third party or reproduced without
                the
                written permission of the disclosing party, and will, if in tangible
                form,
                be returned to the disclosing party upon
                request.

            



    
      	17.
              -	
              Neither
                Party shall be liable for any failure or delay in its performance
                under
                this Agreement that is a result of causes that are beyond its reasonable
                control, including, but not limited to, acts of God, acts of civil
                or
                military authority, fires, epidemics, floods, earthquakes, riots,
                wars,
                sabotage, labour disputes, and governmental actions, provided that
                the
                Party delayed in its performance (the "Delayed Party"): (a) gives
                the
                other Party prompt written notice of the delay and its cause, but
                in any
                event gives such notice within fifteen (15) Days of the discovery
                of the
                delay; and (b) uses commercially reasonable efforts to correct such
                failure or delay in its performance. The time for performance or
                cure by
                the Delayed Party under this Section shall be extended for a period
                equal
                to the duration of the delaying cause or for sixty (60) Days, whichever
                period is shorter. Lack of funds to make any payment due hereunder
                shall
                not be deemed to be beyond a Party's reasonable
                control.

            



    
      	18.
              -	
              In
                the event of any dispute in connection with this Agreement, the parties
                shall make every effort to reach an amicable settlement. Failing
                such
                amicable settlement the dispute shall be referred to an Arbitrator
                acceptable to both the parties for arbitration and the decision of
                the
                sole arbitrator shall be final and binding on both the parties. The
                arbitration proceedings shall be held under the rules of the United
                Nations Commission on International Trade Law (UNCITRAL). The venue
                of the
                arbitration shall be India. 

            


    

    
      	19.
              -	
              The
                applicable substantive law shall be Indian Law.


            



    
      	
              20.
                -

            	
              This
                Agreement
                states the entire understanding between the parties and supersedes
                any
                prior understanding, commitments or agreements, oral or written,
                with
                respect to the subject matter
                hereof.

            


    

    
 

    
      
         

      

      
        Page3/6

        
          

        

      

      
         

      

    

    In
      Witness whereof both parties hereto have executed this Agreement as of the
      date
      and year first above written.

    


     

    
      	For and on behalf of	For and on behalf of
	WICENET Limited	Nayna Networks,
              Inc.


    

    


     

    
 

    
      	/s/ Balasahab
              Kadam                              
              	/s/ Suresh R
              Pillai                        
              
	By: Balasahab Kadam	By: Suresh R Pillai 
	Chairman	Vice President & MD
	 	 
	 	 
	Date:	Date:


    

        

     

     

    
      
         

      

      
        Page4/6

        
          

        

      

      
         

      

    

          


    APPENDIX
      A

    


    Tentative
      List of equipment to be provided by Nayna

    


    Set
      Top
      Boxes

    ADSL+2
      Modems

    DSLAMs

    L3/L4
      Switches

    Internet
      Routers

    Firewalls

    Content
      Servers

    SDH
      Multiplexers

    Element
      Management Systems

    Power
      Plants

    


    
      
         

      

      
        Page5/6

        
          

        

      

      
         

      

    


    APPENDIX
      B

    


    Market
      Projection

    


    May
      2006:
      1 system for 2,000 users; full installation and deployment in 6 months (Purchase
      order issued in April 2006)

    July
      -
      Aug 2006: 1 system for 5,000 users; full deployment in 6 months

    Nov.
      2006
      - Jan 2007: 1 system for 10,000 users; full deployment in 9 months

    Feb.
      2007
      - Apr. 2007: 1 system for 15,000 users; full deployment in 9 months

    


    It
      is
      expected that the total value of this Agreement (equipment and system
      integration) to Nayna through March 2007 will be approximately $12 million.
      

    


    
      
         

      

      
        Page6/6