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EXHIBIT 10.13.3

                                   AMENDMENT 2
                                       TO
                                  OEM AGREEMENT
                                (Cisco as Seller)

        This Amendment 2 to OEM Agreement (the "Agreement") is made as of the
30th of June, 2000 (the "Effective Date") by and between Cisco Systems, Inc., a
California corporation, having principal offices at 170 West Tasman Drive, San
Jose, California 95134-1706 ("Cisco") and Netro Corporation, a California
corporation having its principal place of business at 3860 North First Street,
San Jose, California 95134 ("Netro").


                                    RECITALS

        A. Netro has been purchasing from Cisco the Cisco MGX 8220 shelves and
associated products, software and firmware pursuant to the OEM Agreement, dated
December 7, 1998, between Cisco and Netro (the "OEM Agreement"). The OEM
Agreement originally provided that Netro could purchase from Cisco the MGX 8220
shelves for a fifteen (15) month period or until Netro had purchased [***] units
of the MGX 8220 shelves.

        B. The parties entered into Amendment One to the OEM Agreement in order
to extend the time period during which Netro could purchase the MGX 8220 shelves
and to increase the number of shelves that Netro could purchase

        C. The parties now desire to enter into this Amendment in order to
extend further the time period during which Netro may purchase the MGX 8220
shelves and to increase further the number of shelves that Netro may purchase.

        NOW, therefore, in consideration of the terms and conditions of this
Agreement, the parties agree as follows:

1. DEFINITIONS

        1.1 Unless otherwise defined herein, all capitalized terms shall have
the meaning ascribed to them in the OEM Agreement.

        2. AMENDMENT TO PURCHASE AND SALE TERMS AND CONDITIONS

        2.1 Section 1.4 of the OEM Agreement is hereby amended by replacing the
words "fifteen months thereafter" with "June 30, 2001." The parties acknowledge
and agree that the intent of this replacement is to permit Netro to purchase
Products until June 30, 2001 instead of the fifteen (15) month period originally
set forth in the OEM Agreement or the extended period as set forth in Amendment
One to the OEM Agreement.


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        2.2 Section 2 of the OEM Agreement is hereby amended by replacing all
occurrences of the figure "[***]" with the figure "[***]". The parties
acknowledge and agree that the intent of this replacement is to permit Netro to
purchase up to [***] units of the Products instead [***] as originally set forth
in the OEM Agreement or the increased amount as set forth in Amendment One to
the OEM Agreement.

3. TERM

        TERM. This Amendment shall commence as of the Effective Date and shall
remain in effect so long as the OEM Agreement is in effect. This Amendment shall
terminate or expire upon termination or expiration of the OEM Agreement.

4. NETRO'S SOFTWARE LICENSE OBLIGATIONS

        4.1 SOFTWARE LICENCE -- THIRD PARTY LICENSES. Effective immediately upon
execution of this Amendment, Netro will be solely responsible for obtaining any
third party licenses required to develop, distribute and sell Netro's Board
Products and Netro's Integrated Product, including, without limitation, Wind
River VxWorks Software. In the event that Netro does not fulfill the foregoing
obligation, Netro will indemnify, defend and hold Cisco harmless, at Netro's
expense, from any action brought against Cisco to the extent it is based on a
claim arising from the use or distribution of Wind River VX Works Software.

5. PURCHASE ORDERS -- INVENTORY

        5.1 The following is hereby added as a new Section to the contract: "4.5
INVENTORY. The parties anticipate that Netro's inventory turns shall be
approximately 45-60 days or less."

6. MISCELLANEOUS

        6.1 The terms and conditions of the OEM Agreement, including without
limitation miscellaneous terms and conditions set forth in Section 17, shall
apply to this Amendment. Except as expressly amended by this Amendment, all
terms and conditions of the OEM Agreement shall remain in full force and effect.


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        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

CISCO SYSTEMS, INC.                         NETRO CORPORATION



By: /s/ CONSTANTIN LOUDIADIS                By: /s/ MICHAEL T. EVERETT
   --------------------------------            ---------------------------------
Name:  Constantin Loudiadis                 Name:  Michael T. Everett
Title: VP & GM WABU                         Title: EVP and CFO


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