<PAGE>   1


                                                                   EXHIBIT 10.2


                           ACCELERATED NETWORKS, INC.

                     FOUNDER/EMPLOYEE SHAREHOLDER AGREEMENT


        This Agreement is made this 28th day of March, 1997, by and between
Accelerated Networks, Inc., a California corporation (the "Company"), and Kiran
Munj ("Purchaser").

        NOW THEREFORE, IT IS HEREBY AGREED:

        1. Sale of Stock. Subject to the terms hereof, the Company shall sell to
Purchaser and Purchaser shall purchase from the Company, subject to Section 4
hereof, two million two hundred fifty thousand (2,250,000) shares of common
stock of the Company (the "Stock") at a price of $.001 per share ("Purchase
Price").

        2. Payment of Purchase Price. Purchaser shall pay the Purchase Price by
delivering to the Company at the time of execution of this Agreement a check for
Two Thousand Two Hundred Fifty Dollars ($2,250) and a duly executed blank
Assignment Separate from Certificate in the form attached hereto as Exhibit A.

        3. Issuance of Shares. Upon receipt by the Company of the Purchase
Price, the Company shall issue a duly executed certificate evidencing the Stock
in the name of Purchaser, to be held in escrow until expiration of the Company's
Purchase Option described in Section 4 below.

        4. Purchase Option. The Stock shall be subject to the following option
("Purchase Option"):

                a. In the event Purchaser ceases to be continuously employed by
the Company, or a parent or subsidiary of the Company, for any reason, with or
without cause, the Company may exercise the Purchase Option. For the purpose of
this paragraph 4, Purchaser's "continuous employment" shall cease when Purchaser
ceases to be actively employed by the Company or a parent or subsidiary of the
Company as determined by and in the sole discretion of the Board of Directors of
the Company. A leave of absence (regardless of the reason therefor) shall be
deemed to constitute the cessation of Purchaser's active employment unless such
leave is authorized by the Company in writing and Purchaser returns to work
within the time specified in such authorization or in any amendment thereto. The
date when continuous employment ceases is hereinafter referred to as the
Termination Date.

        The Company shall have the right at any time within sixty (60) days
after the later of the Termination Date or the date any approved leave
terminates (if employee fails to return within the time specified) to purchase
the Stock from Purchaser at the price per share paid by Purchaser pursuant to
this Agreement ("Option Price"). The Purchase Option shall terminate, and cease
to be exercisable, with respect to any and all Stock in which Purchaser acquires
a

<PAGE>   2

vested interest. For purposes of this Agreement, Purchaser shall acquire a
vested interest in 24% of the Stock on October 31, 1997. Purchaser shall acquire
a vested interest in the remaining 76% of the stock in equal monthly
installments over the 38 months thereafter, such that Purchaser shall have a
fully vested interest in all of the Stock on December 31, 2000. Notwithstanding
the foregoing, Purchaser shall not acquire a vested interest in any shares of
Stock after the Termination Date.

        Nothing in this Agreement shall affect in any manner whatsoever the at
will status of Purchaser's employment or the right or power of the Company, or a
parent or subsidiary of the Company, to terminate Purchaser's employment at any
time, for any reason, with or without cause.

                b. The Purchase Option, if exercised by the Company, shall be
exercised by written notice signed by an officer of the Company and delivered or
mailed as provided in subsection 9(b). The Company may pay for the shares of
Stock it has elected to repurchase (i) by delivery of a check in the amount of
the repurchase price for the Stock being repurchased, (ii) by cancellation by
the Company of an amount of Purchaser's indebtedness to the Company or (iii) by
a combination of (i) and (ii) so that the combined payment and cancellation of
indebtedness equals such repurchase price. If exercised by the assignees
pursuant to subsection 4(c), the Purchase Option shall be exercised by written
notice signed by the exercising assignees and delivered or mailed as provided in
subsection 9(b). Such assignees shall pay for the shares of Stock they have
elected to repurchase by delivery to Purchaser or his executor of a check in the
amount of the repurchase price.

                c. In the event the Company for any reason elects not to
exercise the Purchase Option pursuant to subsection 4(b), the Company may assign
it, provided that the Purchase Option shall not extend beyond the 60 days
described in subsection 4(a). In the event that the Company or such assignee
does not elect to exercise the Purchase Option as to all of the shares of Stock
subject to it, the Purchase Option shall expire as to all shares that the
Company and such assignees have not elected to purchase.

        5. Right of First Offer. Stock subject to the Purchase Option may not be
transferred. Before any shares of Stock registered in the name of Purchaser and
not subject to the Purchase Option may be sold or transferred (including
transfer by operation of law or other involuntary transfer and excluding
transfers by gift, will or intestate succession of Purchaser to Purchaser's
spouse or lineal descendants or ancestors or a trust for the benefit of such
persons if the transferee agrees in writing in a form satisfactory to the
Company to be subject to the terms of this Agreement) such shares shall first be
offered to the Company in the following manner:

                a. Purchaser or his transferee shall deliver a notice by
certified mail ("Notice") to the principal business office of the Company
stating (i) his bona fide intention to sell or transfer such shares, (ii) the
number of such shares to be sold or transferred, (iii) the price and terms, if
any, for which he proposes to sell or transfer such shares, and (iv) the name
and address of the proposed purchaser or transferee and that such purchaser or
transferee is committed to acquire the stated number of shares on the stated
price and terms.


                                       2.
<PAGE>   3

                b. The Company shall have the right at any time within sixty
(60) days of receipt of the Notice to purchase some or all of the shares to
which the Notice refers at the price per share specified in the Notice, or if no
price is specified therein, at the fair market value thereof as determined by
the Board of Directors in good faith. Said right shall be exercised by written
notice signed by an officer of the Company and delivered or mailed as provided
in subsection 10(b), which notice shall specify the time, place and date for
settlement of such purchase.

                c. In the event the Company does not, for any reason, exercise
its right pursuant hereto the Company may assign such right, provided such right
shall not extend beyond such 60-day period. If exercised by the assignee
pursuant hereto, the right to purchase shall be exercised by written notice
signed by the exercising assignee and delivered or mailed as provided in
subsection 10(b), which notice shall specify the time, place and date for
settlement of such purchase. Purchaser shall sell to the Company or such
assignees the number of shares that either of them elect to purchase, such sale
to be consummated within seventy-five (75) days after the date of the Notice.

                d. If some or all of the shares to which the Notice refers are
not purchased, as provided in subsections 5(b) and 5(c) hereof, Purchaser may
sell such shares to the person named in the Notice at the price and terms
specified in the Notice, provided that such sale or transfer is consummated
within seventy-five (75) days of the date of said Notice to the Company, and
provided, further, that any such sale is in accordance with all the terms and
conditions hereof. If Purchaser does not consummate the sale or transfer within
such seventy-five (75) day period, the right provided hereby shall be deemed to
be revived with respect to such shares and no sale or transfer shall be effected
without first offering the shares in accordance herewith.

                e. Notwithstanding the above, neither the Company nor the
assignees of the Company shall have any right under this Section 5 at any time
subsequent to the closing of a bona fide, firm commitment underwritten public
offering of the common stock of the Company pursuant to a registration statement
declared effective under the Securities Act of 1933, as amended (the "Act").

        6. "Market Stand-Off" Agreement. Purchaser hereby agrees that, during
the period specified by the Company and the underwriter or underwriters of
common stock (or other securities) of the Company, following the effective date
of a registration statement of the Company filed under the Act, Purchaser shall
not, to the extent requested by the Company and such underwriter, directly or
indirectly, sell, offer or contract to sell (including, without limitation, any
short sale), grant any option to purchase or otherwise transfer or dispose of
(other than to donees who agree to be similarly bound) any securities of the
Company at any time during such period except common stock included in such
registration, provided, however, that (a) such agreement shall be applicable
only to the first such registration statement of the Company which covers common
stock (or other securities) to be sold on its behalf to the public in an
underwritten offering and (b) all officers and directors of the Company holding
securities of


                                       3.
<PAGE>   4

the Company enter into similar agreements.

        In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to common stock held by Purchaser until
the end of such period.

        7. Representations and Warranties of Purchaser.

                a. Investment Intent. This Agreement is made with Purchaser in
reliance upon his representation to the Company, which by Purchaser's acceptance
hereof Purchaser confirms, that the Stock has been acquired with Purchaser's own
funds for investment for an indefinite period for Purchaser's own account, not
as a nominee or agent, and not with a view to the sale or distribution of any
part thereof, and that Purchaser has no present intention of selling, granting
participation in, or otherwise distributing the same. By executing this
Agreement, Purchaser further represents that Purchaser does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer, or grant participations, to such person or to any third person, with
respect to any of the Stock.

                b. Restricted Securities. Purchaser understands that the Stock
has not been registered under the Act, on the ground that the sale provided for
in this Agreement is exempt from the registration requirements of the Act, and
that the Company's reliance on such exemption is predicated on his
representations set forth herein.

        Purchaser understands that if the Company does not register with the
Securities and Exchange Commission pursuant to sections 12 or 15 of the
Securities Exchange Act of 1934, as amended, or if a registration statement
covering the Stock (or a filing pursuant to the exemption from registration
under Regulation A of the Act) under the Act is not in effect when Purchaser
desires to sell the Stock, Purchaser may be required to hold the Stock for an
indeterminate period. Purchaser also acknowledges that Purchaser understands
that any sale of the Stock that might be made by Purchaser in reliance upon Rule
144 under the Act may be made only in limited amounts in accordance with the
terms and conditions of that rule and that Purchaser may not be able to sell the
Stock at the time or in the amount Purchaser so desires. Purchaser is familiar
with Rule 144 and understands that the Stock constitutes "restricted securities"
within the meaning of that Rule.

                c. Investment Experience. In connection with the investment
representations made herein Purchaser represents that he is able to fend for
himself in the transactions contemplated by this Agreement, has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of his investment, has the ability to bear the economic
risks of his investment and has been furnished with and has had access to such
information as he has requested and deems appropriate to his investment
decision.

                d. Limitations on Disposition. Purchaser agrees that in no event
will Purchaser make a disposition of any of the Stock, unless and until (a)
Purchaser shall have notified the Company of the proposed disposition and shall
have furnished the Company with a


                                       4.
<PAGE>   5

statement of the circumstances surrounding the proposed disposition, and (b)
Purchaser shall have furnished the Company with an opinion of counsel
satisfactory to the Company to the effect that (i) such disposition will not
require registration of such Stock under the Act, or (ii) that appropriate
action necessary for compliance with the Act has been taken, or (c) the Company
shall have waived, expressly and in writing, its rights under clauses (a) and
(b) of this subparagraph. In addition, prior to any disposition of any of the
Stock, the Company may require the transferee or assignee to provide in writing
investment representations and its agreement to the provisions of this Agreement
in a form acceptable to the Company.

        The Company shall not be required (i) to transfer on its books any
shares of Stock of the Company which shall have been sold or transferred in
violation of any of the provisions set forth in this Agreement, or (ii) to treat
as owner of such shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been so transferred.
Purchaser shall, during the term of this Agreement, exercise all rights and
privileges of a shareholder of the Company with respect to the Stock after the
issuance, and prior to the repurchase, thereof.

                e. Legends. All certificates representing any shares of Stock of
the Company subject to the provisions of this Agreement shall have endorsed
thereon the following legends:

                        (i) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FOUNDER/EMPLOYEE SHAREHOLDER
AGREEMENT WHICH INCLUDES A REPURCHASE RIGHT, A MARKET STAND-OFF AGREEMENT AND A
RIGHT OF FIRST REFUSAL ON THE SALE OF THE SECURITIES. COPIES OF THE AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

                        (ii) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY
NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES,
OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN FULL
COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS SOLD IN
COMPLIANCE WITH RULE 144 UNDER SUCH ACT."

                        (iii) Any legend required to be placed thereon by
applicable state laws.

        8. Escrow of Shares.

                a. Escrow Holder. The Stock issued under this Agreement shall be


                                       5.
<PAGE>   6

held in escrow by the Secretary of the Company, as escrow holder ("Escrow
Holder"), along with the Assignment Separate from Certificate executed by
Purchaser in blank in the form attached hereto as Exhibit A, until expiration of
the Company's Purchase Option described in Section 4 above.

                b. Instructions to Escrow Holder. The Escrow Holder is hereby
directed to permit transfer of the Stock only in accordance with this Agreement
or instructions signed by both parties. In the event that further instructions
are desired by the Escrow Holder, he or she shall be entitled to rely upon
directions executed by a majority of the authorized number of the Company's
Board of Directors. Notwithstanding anything else herein, the Escrow Holder
(including persons and entities acting on behalf of or under authority of Escrow
Holder), (i) shall have no liability for any act or omission hereunder unless it
is shown that such act or omission was intentional and in bad faith, (ii) may
act in accordance with any advice of counsel or any order, judgment or decree of
any court, whether or not final, (iii) in the event of any dispute, the Escrow
Holder may, in his or her sole discretion, take the course of action it deems
appropriate or take no action whatsoever, and (iv) shall in no event be required
to seek legal counsel but may do so at the Company's expense.

                c. Transfer to Transferee. If the Company or any assignee
exercises its Purchase Option hereunder, then the Escrow Holder, upon receipt of
written notice of such option exercise from the proposed transferee, shall take
all steps necessary to accomplish such transfer.

                d. Transfer to Purchaser. When the Purchase Option has been
exercised or expires unexercised or a portion of the Stock has been released
from the Purchase Option, upon Purchaser's request the Escrow Holder shall
promptly cause a new certificate to be issued for such released Stock and shall
deliver such certificate to Purchaser.

                e. Rights of Purchaser. Subject to the terms hereof, Purchaser
shall have all the rights of a shareholder with respect to such Stock while such
shares are held in escrow, including without limitation the right to vote the
Stock and receive any cash dividends declared thereon.

                f. Adjustment of Stock and Option Price. If, at any time or from
time to time, there is (i) a dividend of any security, stock split or other
change in the character or amount of any of the outstanding securities of the
Company, or (ii) any consolidation, merger or sale of all, or substantially all,
of the assets of the Company, then, in such event, any and all new, substituted
or additional securities or other property to which Purchaser is entitled by
reason of his ownership of the Stock shall be immediately subject to the escrow
referred to in Section 8 (to the extent the Stock is then so subject), shall be
deposited with the Escrow Holder, and shall be included in the word "Stock" for
purposes of this Agreement, and shall be subject to the Purchase Option and the
right of first offer pursuant to Section 5 with the same force and effect as the
shares of Stock presently subject to this Agreement, the Purchase Option and the
right of first offer. While the total Option Price shall remain the same after
each such event, the Option Price per share of Stock upon exercise of the
Purchase Option shall be appropriately adjusted as


                                       6.
<PAGE>   7

determined by the Board of Directors of the Company.

        9. Miscellaneous.

                a. Further Instruments and Actions. The parties agree to execute
such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.

                b. Notices. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States Post Office, by registered or certified mail
with postage and fees prepaid, addressed to the other party hereto at the
address hereinafter shown below that party's signature or at such other address
as such party may designate by ten (10) days' advance written notice to the
other party hereto.

                c. Governing Law, Assignment and Enforcement. This Agreement is
governed by the internal law of California and shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, be binding upon Purchaser, his heirs, executors,
administrators, guardians, successors and assigns. The prevailing party in any
action to enforce this Agreement shall be entitled to attorneys' fees and costs.
The parties agree that damages are not an adequate remedy for Purchaser's breach
hereof and the Company shall accordingly be entitled to specific performance of
this Agreement.

                d. Amendments and Waivers. This Agreement represents the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all previous understandings, written or oral. This Agreement may only
be amended with the written consent of the parties hereto and the Company's
assignees pursuant to subsection 4(c) and Section 5 hereof, or the successors or
assigns of the foregoing, and no oral waiver or amendment shall be effective
under any circumstances whatsoever.

                e. Cooperation. Purchaser agrees to cooperate affirmatively with
the Company, to the extent reasonably requested by the Company, to enforce
rights and obligations pursuant to this Agreement.

        10. California Commissioner of Corporations. 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 IS UNLAWFUL UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UNLESS THE SALE IS SO EXEMPT.


                                       7.
<PAGE>   8

                           [Signature Page to Follow]


                                       8.
<PAGE>   9

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

                                            ACCELERATED NETWORKS, INC.


                                            By: /s/ Suresh Nihalani
                                               ---------------------------------
                                                    Suresh Nihalani
                                                    President

                             Address:       5743 Corsa Avenue, Suite 221
                                            Westlake Village, CA 91362



                                            PURCHASER:


                                            /s/ Kiran Munj
                                            ------------------------------------
                                                Kiran Munj

                             Address:       c/o Accelerated Networks, Inc.
                                            5743 Corsa Avenue, Suite 221
                                            Westlake Village, CA 91362


                                       9.
<PAGE>   10

                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE



        FOR VALUE RECEIVED, I, _______________, hereby sell, assign and transfer
unto _________________________________ (______) shares of the Common Stock of
Accelerated Networks, Inc., standing in my name on the books of said corporation
represented by Certificate No. ____ herewith and do hereby irrevocably
constitute and appoint attorney to transfer said stock on the books of the
within-named corporation with full power of substitution in the premises.

Dated:____________________.

                                            Signature:



                                            --------------------------


        This Assignment Separate from Certificate was executed in conjunction
with the terms of Founder/Employee Shareholder Agreement between the above
assignor and Accelerated Networks, Inc., dated March 28, 1997.


<PAGE>   11


                       ELECTION PURSUANT TO SECTION 83(b)

                          OF THE INTERNAL REVENUE CODE

        This statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.

        (1) The person who performed the services is:

            Name: Kiran Munj
            Address: 5743 Corsa Ave., Suite 221
                     Westlake Village, CA 91362

            Taxpayer Ident. No.:  ____________________
            Taxable Year: Calendar Year 1997

        (2) The property with respect to which the election is being made is
2,250,000 shares of the Common Stock of Accelerated Networks, Inc.

        (3) The property was issued on March 28, 1997.

        (4) The property is subject to a repurchase right pursuant to which the
issuer has the right to repurchase the property at the original purchase price
if for any reason the shareholder's employment with the issuer is terminated.
The issuer's repurchase right lapses in a series of installments ending on
December 31, 2000.

        (5) The fair market value at the time of transfer (determined without
regard to any restriction other than a restriction which by its terms will never
lapse) is $.001 per share.

        (6) The amount paid for such property is $.001 per share.

        (7) A copy of this statement was furnished to Accelerated Networks, Inc.
for whom Purchaser rendered the service underlying the transfer of property.



                                            ------------------------------------
                                            Purchaser



                                            ------------------------------------
                                            Spouse (if any)

Dated:
      ------------------


<PAGE>   12


                               FIRST AMENDMENT TO
                     FOUNDER/EMPLOYEE SHAREHOLDER AGREEMENT


        THIS FIRST AMENDMENT TO FOUNDER/EMPLOYEE SHAREHOLDER AGREEMENT dated as
of May 30, 1997 (the "Amendment") amends that certain Founder/Employee
Shareholder Agreement ("Founder Agreement") by and between Accelerated Networks,
Inc., a California corporation ("the Company"), and Kiran Munj ("Purchaser").

        NOW, THEREFORE, for good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:

                1. Defined Terms. Capitalized terms not otherwise defined in
this Amendment shall have the respective meanings assigned to them in the
Founder Agreement.

                2. References to Founder Agreement. All references in the
Founder Agreement to "this Agreement", and to all other words referring to the
Founder Agreement (such as "herein", "hereto", "herewith" and "hereunder"),
shall be deemed to mean and refer to the Founder Agreement, as amended by this
Amendment.

                3. Amendments to Founder Agreement.

                        (a) The definition of "Stock" in the Founder Agreement
shall be deemed to include all shares of Common Stock of the Company owned by
Purchaser on the date hereof.

                        (b) Section 4 shall be deleted in its entirety and
replaced with the following:

                4. Purchase Option. The Stock shall be subject to the following
option ("Purchase Option"):

                a. In the event Purchaser ceases to be continuously employed by
        the Company, or a parent or subsidiary of the Company, as a result of
        Purchaser's Voluntary Termination (as defined below) or Termination for
        Cause (as defined below), the Company may exercise the Purchase Option.
        The date when Purchaser's continuous employment ceases as a result of
        Voluntary Termination or Termination for Cause is hereinafter referred
        to as the "Termination Date."

                b. Voluntary Termination shall include any voluntary cessation
        of employment with the Company unless such cessation of employment
        occurs within twelve (12) months of any of the following actions (unless
        such action is consummated with Purchaser's written approval): (i) a
        material decrease in the salary paid or benefits provided by the Company
        to Purchaser from the salary paid or benefits provided at the time of
        such decrease, other than a decrease consistent with an overall


                                      12.
<PAGE>   13

        decline in the Company's financial condition or prospects and consistent
        with executive officer salary reductions generally, (ii) a material
        diminution in Purchaser's level of job responsibilities or position with
        the Company, or (iii) the relocation of Purchaser's place of employment
        to a location which is not within fifty (50) miles of the Company's
        current offices or Purchaser's current residence. Notwithstanding the
        foregoing, Voluntary Termination shall not include a cessation of
        employment arising from Purchaser's death or Purchaser's inability to
        perform his duties to the Company by reason of any medically
        determinable physical or mental impairment.

                c. Termination for Cause shall include only the following: (i)
        theft of the Company's intellectual or other property other than
        unintentional takings of immaterial property, (ii) any other wilful and
        wrongful act not done in good faith by Purchaser causing material harm
        to the reputation of the Company, or (iii) conviction of a felony that
        adversely affects the Company.

                d. The Company shall have the right at any time within sixty
        (60) days after the Termination Date to purchase the Stock from
        Purchaser at the price per share paid by Purchaser pursuant to this
        Agreement ("Option Price"). Stock subject to the Purchase Option may not
        be transferred by Purchaser (except for transfers by operation of law or
        other involuntary transfers and transfers by gift, will or intestate
        succession of Purchaser to Purchaser's spouse or lineal descendants or
        ancestors or a trust for the benefit of such persons if the transferee
        agrees in writing in a form satisfactory to the Company to be subject to
        the terms of the Founder Agreement). The Purchase Option shall
        terminate, and cease to be exercisable, with respect to any and all
        Stock in which Purchaser acquires a vested interest. For purposes of
        this Agreement, Purchaser shall acquire a vested interest in 50% of the
        Stock immediately. Purchaser shall acquire a vested interest in the
        remaining 50% of the stock in equal monthly installments over the 48
        months beginning on April 30, 1997, such that Purchaser shall have a
        fully vested interest in all of the Stock on April 29, 2001.
        Notwithstanding the foregoing, Purchaser shall not acquire a vested
        interest in any shares of Stock after the Termination Date.
        Notwithstanding the foregoing, Purchaser shall acquire a vested interest
        in all unvested stock upon consummation of a merger, consolidation,
        tender offer or other transaction or series of transactions in which
        securities possessing more than fifty percent (50%) of the total
        combined voting power of the Company's outstanding securities are
        transferred to a person or persons different from the persons holding
        those securities immediately prior to such transaction, or the sale,
        transfer or other disposition of all or substantially all of the
        Company's assets in complete liquidation or dissolution of the Company.

                e. The Purchase Option, if exercised by the Company, shall be
        exercised by written notice signed by an officer of the Company and
        delivered or mailed as provided in subsection 5.b. The Company may pay
        for the shares of Stock it has elected to repurchase (i) by delivery of
        a check in the amount of the repurchase price for the Stock being
        repurchased, (ii) by cancellation by the Company of an amount of
        Purchaser's indebtedness to the Company or (iii) by a combination of (i)
        and (ii) so that the combined payment and cancellation of indebtedness
        equals such repurchase price.


                                      13.
<PAGE>   14

                f. Nothing in this Agreement shall affect in any manner
        whatsoever the at will status of Purchaser's employment or the right or
        power of the Company, or a parent or subsidiary of the Company, to
        terminate Purchaser's employment at any time, for any reason, with or
        without cause.

                (c) Sections 5 and 6 shall be deleted in their entirety.

                (d) Clause (i) of subsection 7.e shall be deleted in its
entirety and replaced with the following:

                "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
        THE TERMS AND CONDITIONS OF A CERTAIN FOUNDER/EMPLOYEE SHAREHOLDER
        AGREEMENT WHICH INCLUDES A REPURCHASE RIGHT ON THE SALE OF THE
        SECURITIES. COPIES OF THE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST
        TO THE SECRETARY OF THE CORPORATION.

                (e) Subsection 9.b shall be deleted in its entirety and replaced
with the following:

                b. Except as otherwise provided, all notices and other
        communications required or permitted hereunder shall be in writing,
        shall be effective when given, and shall in any event be deemed to be
        given upon receipt or, if earlier, (i) five (5) days after deposit with
        the U.S. postal service or other applicable postal service, if delivered
        by first class mail, postage prepaid, (ii) upon delivery, if delivered
        by hand, (iii) one (1) business day after the day of deposit with
        Federal Express or similar overnight courier, freight prepaid, if
        delivered by overnight courier or (iv) one (1) business day after the
        day of facsimile transmission, if delivered by facsimile transmission
        with copy by first class mail, postage prepaid, and shall be addressed,
        (a) if to Purchaser, at Purchaser's address set forth below its
        signature, or at such other address as Purchaser shall have furnished
        the Company in writing, or (b) if to the Company, at its address as set
        forth below, or at such other address as the Company shall have
        furnished to Purchaser in writing.

        4. Effect of Amendment. The Founder Agreement, as amended hereby, shall
remain in full force and effect.

        5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California without regard to the
conflicts of law provisions thereof.


                                      14.
<PAGE>   15

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

                                            ACCELERATED NETWORKS, INC.


                                            By: /s/ Suresh Nihalani
                                               ---------------------------------
                                                    Suresh Nihalani
                                                    President

                             Address:       5743 Corsa Avenue, Suite 221
                                            Westlake Village, CA 91362


                                            PURCHASER:


                                            /s/ Kiran Munj
                                            ------------------------------------
                                                Kiran Munj


                             Address:       c/o Accelerated Networks, Inc.
                                            5743 Corsa Avenue, Suite 221
                                            Westlake Village, CA 91362





                                      15.