Exhibit  10.10

                          ARUBA WIRELESS NETWORKS, INC.
                            PREMIER RESELLER AGREEMENT
                           ---------------------------

PARTIES  TO  THE  AGREEMENTPARTIES  TO  THE  AGREEMENT
---------------------------

This  Agreement  (the  "Agreement")  is  effective  as  of  January  29,  2004,
("Effective  Date")  by  and  between  Aruba Wireless Networks, Inc., a Delaware
corporation  having its principal place of business at 180 Great Oaks Blvd., San
Jose, California 95119 ("Aruba"), and Network Installation Corporation, a Nevada
corporation  having  its  principal  place  of  business at 18 Technology Drive,
Irvine  CA  92618  ("Reseller")  (each, a "Party", collectively, the "Parties").

RECITALS
--------

Aruba  is  a developer and manufacturer of certain wireless area network systems
and  related  products  described  further  herein;  and

Reseller  wishes  to  be appointed as a nonexclusive marketer and distributor of
certain  Aruba  products for resale in the territory specified herein, and Aruba
is  willing  to  make  such  appointment  on  the  terms  contained  herein;

Aruba  and  Reseller  (the  "Parties")  hereby  agree  as  follows:

1.     DEFINITIONS
       -----------

"Aruba Support Services" means Aruba's Support Terms and Conditions, which Aruba
provides  directly  to  end  users  of  the  Products.

"End  User"  means  a person or entity that purchases a product or products from
Reseller  solely  for  internal  use  rather  than  distribution  or  resale.

"End  User  License  Agreement" means Aruba's software license agreement for the
Software  that  is  included  with  the  Products.

"Intellectual Property Rights" means patent rights, copyright rights (including,
but  not limited to, rights in audiovisual works and moral rights), trade secret
rights, and any other intellectual property rights recognized by the law of each
applicable  jurisdiction.

"Price List" means the then-current published list price for the Product(s), the
current  list  prices  of  which  are  set  forth  in  Exhibit  A.

"Products"  means  the hardware products ("Hardware") and the machine-executable
object  code  version  of  software licensed by Aruba for use with the Hardware,
including  any  microcode  embedded  in the Hardware and updates, modifications,
enhancements,  bug  fixes  and  upgrades thereof ("Software") that are listed in
Exhibit  A,  as  may be amended from time to time by Aruba upon thirty (30) days
prior  written notice, that are made available by Aruba for purchase by Reseller
hereunder.  "Products"  may  also  include  Aruba  Support  Services  and  Aruba
documentation  if  listed  on  Exhibit  A.

"Purchase  Order"  shall  mean Reseller's written or electronic form of purchase
order  pursuant  to which Reseller shall request purchase of Products from Aruba
hereunder.  Aruba  agrees  that  Reseller  may  for  purposes  of administrative
convenience  use  Reseller's  standard form of purchase order, which may contain
pre-printed  or  other written terms and conditions. The Parties understand that
such  terms  and  conditions  shall  have  no  effect  whatsoever.

"Sale",  "Sales",  "Sell",  "Sold",  or "Selling" shall mean (a) with respect to
Products,  excluding  any and all Software, any sale to any third party, with or
without  consideration  paid  to  Reseller; or (b) with respect to Software, any
transfer  of  the Software which shall be solely and exclusively pursuant to the
then-current  End  User  License  Agreement  included with the Software, with or
without  consideration  paid  to  Reseller.

"Specifications"  shall mean Aruba's published functional specifications for the
Products  as exist as of the Effective Date and as may be modified by Aruba from
time  to  time.

 "Territory"  shall  mean  the  geographic  territory  set  forth  in Exhibit A.

2.     TERM  AND  TERMINATION
       ----------------------

9.ZZMPTABHOLDERTERM  AND TERMINATION.2.1     TERM.  Unless terminated earlier as
provided  herein,  this  Agreement shall have a term extending one year from the
Effective  Date  of  the  agreement.

2.2     TERMINATION  FOR  CAUSE.  Either  Party may terminate this Agreement for
cause  if  the  other Party materially breaches this Agreement and fails to cure
such  breach  following  thirty  (30)  days'  written  notice.  Either Party may
immediately  terminate  this Agreement for cause if: (a) the other Party becomes
the  subject  of  a voluntary petition in bankruptcy or any voluntary proceeding
relating  to  insolvency,  receivership,  liquidation,  or  composition  for the
benefit  of  creditors;  or  (b)  the  other  Party  becomes  the  subject of an
involuntary  petition  in  bankruptcy  or any involuntary proceeding relating to
insolvency,  receivership,  liquidation,  or  composition  for  the  benefit  of
creditors,  if  such  petition  or proceeding is not dismissed within sixty (60)
days  of  filing.  Aruba  may immediately terminate this Agreement for cause if:
(a) Reseller is acquired by or merges with a third party or there is a change in
control  of  Reseller,  or  (b)  Reseller  fails  to  meet or exceed the minimum
purchase  requirements  as  set  forth  in  Exhibit  A.

2.3     TERMINATION  FOR CONVENIENCE.  Either party may terminate this Agreement
at  any  time  with  or  without  cause  upon  ninety (90) days' written notice.

2.4     EFFECT  OF  TERMINATION  OR  EXPIRATION.  In the event of termination or
expiration  of  this  Agreement,  Reseller shall immediately return to Aruba all
Confidential  Information  pursuant  to  Section  4,  retaining  only sufficient
material  to  fulfill  remaining orders and to service the installed base of End
Users  as  mutually  agreed  upon  by  Aruba  and Reseller.  Reseller shall also
immediately  pay  to  Aruba  all  amounts then owed to Aruba (subject to Aruba's
submission of invoices for any un-invoiced amounts), Aruba reserves the right to
cease  all further deliveries due against existing orders unless Reseller agrees
to  pay  for  such deliveries by certified or cashier's check prior to shipment,
and  each Party shall further have all rights available to such Party in law and
equity.  Notwithstanding  the  foregoing, unless this Agreement is terminated by
Aruba  pursuant  to  Section  2.2,  Reseller shall have the right to continue to
distribute  Products that are then in Reseller's inventory for a period of three
(3)  months.  Aruba shall have the right, in its sole discretion, to re-purchase
any  Products  that  Reseller has in its inventory on the date of termination or
expiration  of  this  Agreement  at  the same price that Reseller purchased such
Products from Aruba.  Neither Party shall incur any liability whatsoever for any
damage,  loss  or  expense of any kind suffered or incurred by the other arising
from  or  incident  to  any  termination  or  expiration of this Agreement which
complies  with the terms of this Agreement.  All rights and licenses of Reseller
hereunder  shall  terminate  except that Reseller may continue to distribute, in
accordance  with  normal  business  practices  and  the terms of this Agreement,
Products  shipped to it by Aruba prior to the date of termination or expiration.

3.     LIMITED  APPOINTMENT
       --------------------

3.1     APPOINTMENT.  Subject  to  the terms of this Agreement, Aruba authorizes
Reseller  to  distribute,  on  a  non-exclusive basis, the Products to End Users
located  and  taking delivery within the Territory and only as packaged by Aruba
with  the  shrink-wrap  End User License Agreement intact and with no portion of
the  package obscured.  Nothing in this Agreement shall be construed as limiting
in any manner Aruba's marketing or distribution activities or its appointment of
other  dealers,  distributors,  licensees  or  agents.

3.2     RELATIONSHIP.  Reseller is an independent contractor of Aruba under this
Agreement. All financial obligations associated with Reseller's business are the
responsibility  of Reseller. All Sales and other agreements between Reseller and
its  End  Users are Reseller's exclusive responsibility. Reseller will be solely
responsible  for,  and  will indemnify to hold Aruba free and harmless from, any
and  all claims, damages or lawsuits arising out of the acts, omissions, failure
to  act  or  misrepresentations of Reseller, its employees, servants, agents, or
any  of  them.

3.3     DUTIES  OF  RESELLER.  Reseller  certifies  that  it  is  purchasing the
Hardware  primarily  for  resale  to,  and  licensing the Software primarily for
licensing  to  End  Users.  Reseller  shall:

A.     provide  Aruba  with  monthly  nonbinding  good-faith  forecasts  of  its
anticipated  requirements  and  shipping  dates  for  the three (3) month period
following  each forecast (or, if shorter, the remaining term of this Agreement);

B.     engage  in  advertising  and/or  Sales promotion activities solely in the
Territory, designate the Products by their correct name and identify them as the
Products  of  Aruba  being  marketed  by  Reseller  as  an  independent  agent;

C.     maintain places of business as necessary to provide good customer service
and  marketing  coverage  in  the  Territory,  and  maintain  a  qualified sales
organization  which  will call on End Users and qualified potential customers in
the  Territory;

D.     not  engage  in  any deceptive, misleading, illegal or unethical business
practice;

E.     distribute  the  Software  for  use  solely  in  conjunction  with and as
embedded  in  the  Products  (and  not  on  a "stand-alone" basis) and solely in
accordance  with  the  then-current End User License Agreement included with the
Software,  and  assist  Aruba  to  enforce  the  terms  of such End User License
Agreement;

F.     submit  to  Aruba  a monthly report on the success of Aruba's products at
Reseller. Additionally, Reseller will attempt to forecast the demand for Aruba's
products  on  a  monthly  basis;

G.     make  no  warranties  on  behalf  of  Aruba;

H.     report  to Aruba any reported Product defects (including safety problems)
in  such detail as to make it possible for Aruba to duplicate such defects in an
effort  to  correct  them;

I.     comply  with  the  U.S.  Foreign Corrupt Practices Act and all applicable
export  laws,  restrictions,  and  regulations  of  any United States or foreign
agency  or  authority  and  not  to  export or re-export, or allow the export or
re-export  of  any  product,  technology  or  information  it  obtains or learns
pursuant  to  this Agreement (or any direct product thereof) in violation of any
such  laws,  restrictions  or  regulations;  Reseller  shall obtain and bear all
expenses  relating  to  any necessary licenses and/or exemptions with respect to
the  export from the U.S. of the Products to any location in compliance with all
applicable  laws  and  regulations  prior  to  delivery  thereof  by  Aruba;

J.     accept  returns  of  software  Products (when the shrink-wrap for the End
User License Agreement is not broken) in accordance with the procedure specified
in  the  shrink-wrapped  package;

K.     comply  with  law and to obtain any necessary registrations and approvals
required  in  the  Territory;  and

L.     promptly  notify  Aruba  of  any  known  or  suspected  infringement  or
misappropriation  of  Aruba's  proprietary  rights.

3.4     TECHNICAL SUPPORT.  If Reseller resells Aruba Support Services to an End
User,  Aruba  shall  be  responsible  for providing such maintenance and support
directly  to  such  End  User.

4.     CONFIDENTIALTY
       --------------

Reseller  agrees that all code, inventions, algorithms, know-how, ideas, and all
business,  technical  and  financial  information  it obtains from Aruba are the
confidential  property  of Aruba and its suppliers ("Confidential Information").
Except  as  expressly  and  unambiguously  allowed herein, Reseller will hold in
confidence  and  not  use  or disclose any Confidential Information.  Reseller's
nondisclosure  obligation  will  not  apply  to  information  it can document is
generally available to the public (other than through breach of this Agreement).
Because of the unique and proprietary nature of the Confidential Information, it
is  understood  and agreed that Aruba's remedies at law for a breach by Reseller
of  its  obligations under this Section 4 will be inadequate and that Aruba will
be  entitled  to  equitable relief (including without limitation provisional and
permanent  injunctive  relief and specific performance) in addition to any other
remedies.  Upon  the expiration or termination of this Agreement, Reseller shall
promptly return to Aruba all Confidential Information in tangible form and shall
promptly  confirm  in writing that it has done so.   Reseller shall have written
agreements  with  its  own employees and agents to whom Confidential Information
shall  be  made available, and such written agreements shall have terms at least
as  restrictive  as  those  contained  herein.

5.     PURCHASE  OF  PRODUCT  BY  RESELLER:  PRICING  AND  PAYMENTS
       ------------------------------------------------------------

5.1     PURCHASE  ORDERS.  From  time  to  time  during the Term, Reseller shall
submit  to Aruba written or electronic Purchase Orders. Purchase Orders may also
be  placed by fax.  Each Purchase Order shall indicate at a minimum: Aruba Model
Number, quantity, unit and/or extended price in U.S. Dollars as set forth in the
Aruba  Price  List,  payment  arrangements, and requested ship date and shipment
method  including  carrier,  delivery  schedule  and  destination.  Aruba  will
acknowledge  receipt  of each Purchase Order in writing or electronically within
five  (5)  US  business  days  of receipt and shall either accept or reject such
Purchase Order.  If Aruba rejects a Purchase Order, the Parties may negotiate in
good  faith  regarding  possible changes in such Purchase Order which would make
such  Purchase  Order mutually acceptable.  If Aruba fails to accept or reject a
Purchase  Order within ten (10) US business days of receipt, such Purchase Order
shall  be  deemed  accepted.  The  receipt  or deposit by Aruba of a pre-payment
shall  not  constitute acceptance of a Purchase Order.  Any pre-payment received
from  Reseller shall be returned if the order is not accepted by Aruba.  Partial
shipment  of an order shall not constitute acceptance of the entire order absent
written  acceptance  of  the  entire  order.  In  the  event  of any conflict or
inconsistency  between  the  terms of this Agreement and any Purchase Order, the
terms  of  this  Agreement  shall  control  and  prevail.

5.2     PRICING.  For products acquired under this Agreement, Reseller shall pay
to  Aruba  the  then-current U.S. list price as set forth in the Aruba Worldwide
Price  List  minus  the  discounts  set  forth  in Exhibit A ("Reseller Terms of
Sale").  Such  prices  do  not  include  any  additional  charges  for shipment,
insurance,  taxes,  withholdings,  duties, handling, drayage, and similar costs,
which  shall  be  paid  by Reseller; Reseller shall reimburse Aruba for any such
charges paid by Aruba within thirty (30) days of invoice therefore.  Reseller is
free  to  set  its  own  prices  without  consultation  with  Aruba.

5.3     PRICE  CHANGES.  The  prices of Products shall be subject to change from
time  to  time.  Aruba  will provide Reseller with forty-five (45) days' written
notice  prior  to the effective date of any price increases.  Price changes will
apply  to  corresponding  Products  that are ordered by Reseller on or after the
effective  date  of  the list price change. Prices for Products may be decreased
without  notice.

5.4     CHANGES  IN  PRODUCTS.  Aruba may change the features of, or discontinue
the manufacture, license or sale of any Products provided hereunder. Aruba shall
take  commercially  reasonable  actions in advance of any such changes to notify
Reseller, but the Reseller understands and agrees that Aruba cannot and does not
make  any warranty in regards to advance notice of any such changes in Products.

5.5     CHANGE  ORDER.  Reseller  shall have the right to defer Product shipment
for  no  more  than  thirty (30) days from the scheduled shipping date, provided
written  notice  is  received  by  Aruba  at  least  ten  (10) days prior to the
originally  scheduled shipping date.  Canceled orders, rescheduled deliveries or
Product  configuration  changes  made  by  Reseller  within ten (10) days of the
original  shipping  date  will  be subject to (a) acceptance by Aruba, and (b) a
charge of twenty five percent (25%) of the total invoice amount.  Aruba reserves
the  right  to reschedule delivery in cases of configuration changes made within
ten  (10)  days  of  scheduled  shipment.

5.6     PAYMENT  TERMS.  Payment  terms  are  net  thirty (30) days from date of
invoice,  unless  Aruba  at  any  time  determines that Reseller's credit is not
satisfactory, in which case payment terms shall be C.O.D.  All payments shall be
made in the U.S. in U.S. dollars. If the Products are delivered in installments,
Reseller  shall pay for each installment as provided above.  Each shipment shall
be  treated  as  a  separate  transaction,  but  in  the event of any failure of
Reseller  to  make payment within fifteen (15) days as provided above, Aruba may
decline  to  make  further  shipments  without  in  any way affecting its rights
hereunder.    Aruba reserves the right at any time and from time to time, at its
sole  option to require Reseller to, within five (5) days after receiving notice
of  Aruba's  acceptance of an order, establish a confirmed irrevocable letter of
credit  ("ILC")  in  favor of Aruba issued by a United States bank acceptable to
Aruba  (the  "Bank"),  payable  in U.S. Dollars, in an amount equal to the total
estimated C.I.F. to _________________ [FILL IN BLANK WITH DESTINATION DESIGNATED
BY  RESELLER] price of the Products ordered under such order. To the extent that
estimated freight and insurance costs increase from time to time, Reseller shall
increase  the  amount  of the ILC within five (5) days after receiving notice of
such  increase  from  Aruba  or  prior to shipments of those Products, whichever
occurs first. The ILC shall be in a form satisfactory to Aruba and shall provide
that  Aruba  may  draw  upon it in full upon presentation to the Bank of two (2)
copies  of a certificate of Aruba that it has shipped such Products to Reseller.
Reseller shall may interest on all amounts not paid when due at the rate of 1.5%
per  month  or  the  highest  rate  permitted  by  law,  whichever  is  lower.

5.7     DELIVERY, FREIGHT CHARGES, RISK OF LOSS.  Aruba shall notify Reseller in
writing  of  shipment  dates for the Products with 5 days of Reseller's Purchase
Order.  Aruba shall use reasonable efforts to ship Product within 60 days of its
acceptance of the Purchase Order, and deliver to Reseller those Products ordered
pursuant  to  an accepted Purchase Order, F.O.B. Aruba 's factory located at 180
Great  Oaks  Blvd.,  San  Jose,  CA  95119.  Unless  otherwise  specified on the
Purchase  Order,  delivery  shall be made to Reseller's address specified on the
first  page  of  this  Agreement.  Reseller shall be responsible for all freight
handling  and  insurance  charges from the F.O.B. point, which Aruba may require
Reseller  to  pay in advance, as well as all custom duties and import and export
fees.  In the absence of specific instructions from Reseller, Aruba shall select
the  carrier  and  arrange  for  in-transit  insurance.  All  transportation and
insurance  charges  relating  to  Product  shipment shall be paid by Reseller to
Aruba as invoiced under the terms of this Agreement.  Except as provided herein,
title  and  risk  of  loss with respect to such Products passes to Reseller upon
delivery  of  the  Product  to the carrier or freight forwarder at Aruba's dock,
manufacturing  plant,  warehouse  or other distribution site.  Title to Software
shall  at  all  times  remain  solely  with  Aruba.  Aruba  hereby reserves, and
Reseller  hereby  grants  to  Aruba,  a purchase money security interest in each
Product  sold  under  this  Agreement.

5.8     AUDITS.  Aruba  or  its agents may, with fifteen (15) days notice, audit
Reseller's  records  and inspect Reseller's facilities to verify compliance with
the provisions of this Agreement.  If an audit indicates an underpayment of five
percent  (5%)  or  more  of  any  amounts  due  hereunder  or other non-monetary
noncompliance, Reseller will promptly reimburse Aruba for the reasonable cost of
the  audit.  Such  rights will remain in effect through a period ending one year
from  the  termination  of  this  Agreement.

6.     TAXES
       -----

The  amounts payable to Aruba under this Agreement and as set forth in the Price
List  do not include any taxes, levies, or similar governmental charges, however
designated,  any  related penalties and including` those now in force or enacted
in the future ("Taxes").  Reseller shall bear and be responsible for the payment
of  all  taxes  in  the Territory associated with the purchase or license of any
Product or Documentation, duties or other amounts, however designated, including
value  added  and withholding taxes which are levied or based upon such charges,
or  upon  this Agreement.  Reseller will pay, or reimburse Aruba for the payment
of,  all  Taxes  except: (a) taxes on the net income or net worth of Aruba , (b)
franchise  taxes  assessed  on  Aruba  ,  and  (c)  taxes for which Reseller has
provided  to  Aruba  prior  to shipment a certificate of exemption acceptable to
both  Aruba  and  the  appropriate  taxing  authority.

7.     WARRANTY
       --------

7.1     WARRANTY.  Aruba  warrants to Reseller only that the Hardware portion of
Products  will  be free from material defects for a period of twelve (12) months
from  the  date  of shipment to Reseller.  For the Software portion of Products,
Aruba  provides  only the warranty set forth in its then current shrink-wrap End
User License Agreement included with such Software.  Reseller will handle and be
responsible  for  all  warranty  returns from its direct and indirect customers.
All  Products  must be returned to Aruba in accordance with Aruba's then-current
Return  Material  Authorization  (RMA)  procedure.  Products obtained from Aruba
that  do  not  comply  with  the warranty and are returned (by Reseller only) to
Aruba during the warranty period (as shown by appropriate documentation) will be
repaired  or  replaced  at  Aruba 's option, provided Reseller bears the cost of
freight,  insurance, duties and import and export fees to the point of repair or
return.  If  the  returns Products are covered by the above warranty, Aruba will
bear  the  cost  of  freight,  insurance,  duties and import and export fees for
return  of  goods  to  Reseller.  If  Aruba cannot, or determines that it is not
practical  to,  repair or replace the returned Product, the price therefore paid
by  Reseller  will  be refunded or, at the Aruba 's discretion, credited against
other  Reseller  obligations or toward future purchases. The above warranty does
not  extend  to  any  Product  that is modified or altered, is not maintained to
Aruba's  maintenance  recommendations,  is  operated in a manner other than that
specified  by Aruba, has its serial number removed or altered or is treated with
abuse,  negligence  or  other improper treatment (including, without limitation,
use outside the recommended environment). Reseller's sole remedy with respect to
any  warranty  or  defect is as stated above.  Reseller is fully responsible for
satisfaction  of  its customers and will be responsible for all claims, damages,
settlements,  expenses  and  attorneys'  fees  incurred by Aruba with respect to
Reseller  's customers or their claims beyond Aruba 's above warranty obligation
to  Reseller.

7.2     WARRANTY  DISCLAIMER.  EXCEPT  AS  EXPRESSLY  PROVIDED  IN  SECTION  7
("WARRANTY AND TECHNICAL"), ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS"
BASIS  WITHOUT  ANY  WARRANTY  WHATSOEVER, AND ARUBA AND ITS SUPPLIERS EXPRESSLY
DISCLAIM  ALL  WARRANTIES,  EXPRESS,  IMPLIED,  AND  STATUTORY INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF
THIRD  PARTY  RIGHTS  AND FITNESS FOR A PARTICULAR PURPOSE.  ARUBA ALSO MAKES NO
WARRANTY  REGARDING  NONINTERRUPTION  OF  USE  OR  FREEDOM  FROM  BUGS.

8.     MARKETING  AND  TRAINING
       ------------------------

8.1     MARKETING  AND  SALES  TRAINING.  Aruba  will  use reasonable commercial
effort  to keep Reseller informed of marketing product and technical information
in  sufficient  and  accurate  detail to enable Reseller to properly promote the
Products.  Aruba  will,  in  its  discretion,  convey to Reseller information on
sales  prospects  and  inquiries  that  Aruba has with respect to the Territory.
Product  collateral  will  be  provided at published prices.  In order to assist
Reseller in its marketing and resale efforts with respect to the Products, Aruba
agrees  to  provide  to  Reseller  marketing  and  sales training to familiarize
Reseller  with  the Products at Reseller's headquarters, the date, locations and
fees for these training sessions will be agreed to by the Parties.  Reseller and
Aruba  shall  each  bear  their  own transportation and living expenses for each
training  session.

8.2     TECHNICAL  TRAINING.  In  order  to assist Reseller in its marketing and
resale  efforts  with  respect  to  the  Products, subject to the payment of the
applicable  training  fees, Aruba agrees to use reasonable efforts to provide to
Reseller  technical  training  pursuant  to  the  terms  of Aruba's then current
technical  training  program.

8.3     PUBLICITY  -  END  USER  INSTALLATIONS.  Reseller  and  Aruba agree that
promotion  of  end  user  projects is in their mutual best interests.  Therefore
both  parties will cooperate in developing promotional material for each project
sale  made  by  Reseller,  including  but  not limited to: press releases, white
papers,  technical  papers  and  journal  submissions.  Reseller  will make best
efforts  to  secure  End  User  approval to use it's name and project details in
these  public  documents  and  disclosures.
8.4     PRODUCT PUBLICITY.  Reseller will use it's resources to promote Products
in  the  Territory.  This  may  include,  but  is not limited to: press releases
concerning  products,  liason  with  local  trade  press,  and  trade  show
representation.  Each  party  will  have  the  right  to  review and approve the
content  of any press release or collateral prior to its issuance. Reseller will
keep  Aruba  informed  of any activities it conducts as defined in this Section.
9.     LIMITATION  OF  LIABILITY
       -------------------------

NOTWITHSTANDING  ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY NOR
THEIR  SUPPLIERS  WILL  NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT  UNDER  ANY  CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR
EQUITABLE  THEORY  FOR  (I)  AMOUNTS  THAT IN THE AGGREGATE ARE IN EXCESS OF THE
AMOUNTS  PAID  TO  ARUBA HEREUNDER DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE
THE  CAUSE OF ACTION AROSE OR (II) ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST
PROFITS  OR  LOST  DATA  OR  (III)  COST  OF  PROCUREMENT  OF  SUBSTITUTE GOODS,
TECHNOLOGY,  OR  SERVICES OR (IV) FOR LOSS OR CORRUPTION OF DATA OR INTERRUPTION
OF  USE. COMPANY SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS
BEYOND  ITS REASONABLE CONTROL. THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY
INJURY  OF  A  PERSON  OR  BREACHES  OF  SECTIONS  3, 4 OR 10.2 OR VIOLATIONS OF
INTELLECTUAL  PROPERTY  RIGHTS.

10.     TRADEMARKS,PROPRIETARY  RIGHTS,  PACKAGING  AND  DOCUMENTATION
        --------------------------------------------------------------

10.1     TRADEMARKS.  During  the  term  of this Agreement, solely in connection
with  Reseller's  advertising,  promotion  and marketing of the Products, and in
related  brochures  and  other  materials,  Aruba  hereby  grants  to Reseller a
revocable,  non-exclusive,  non-transferable license (without the right to grant
sublicenses)  to  use the trademarks, trade names and other marketing names used
by  Aruba for the Products as set forth in Exhibit H (the "Trademarks"), solely:
(i) on or with the Products, including the packaging, advertising, marketing and
other  materials  associated  therewith;  and  (ii)  in full accordance with all
guidelines  and  instructions  as may be promulgated from time to time by Aruba.
Aruba  grants  no  rights  other  than  as expressly granted hereunder. Reseller
acknowledges Aruba's exclusive ownership of such Trademarks.  Reseller agrees to
maintain  the quality of Products sold by Reseller and agrees not to register or
attempt  to  register  any  Trademark  in  any  jurisdiction.  Reseller  further
acknowledges that all goodwill or any other rights arising from or in connection
with any exercise by Reseller of the foregoing license shall at all times remain
solely  with  Aruba  .

10.2     INTELLECTUAL  PROPERTY.   As  between  the  parties,  Aruba  and/or its
suppliers  have  all right, title and interest in and to the Software portion of
the  Products and in and to all patents, copyrights, trade secrets, and know-how
relating  to  the Products, all copies and derivative works thereof.  Aruba will
not  delete  or  in any manner alter the intellectual property rights notices of
Aruba  and  its  suppliers and licensors, if any, appearing on the Product(s) or
Software as delivered to Reseller.  Aruba will not (i) disassemble, decompile or
otherwise reverse engineer the Products or otherwise attempt to learn the source
code, structure, algorithms or ideas underlying the Products, except and only to
the extent this clause (i) is expressly prohibited by applicable law, (ii) rent,
lease  or otherwise provide temporary access to a Product, (iii) take any action
contrary  to  Aruba's shrink-wrap End User License Agreement except as expressly
and  unambiguously  allowed  under  this  Agreement  or  (iv) copy or modify the
Products  or  (v)  allow  others  to  do  any  of  the  foregoing.

10.3     REPRODUCTIONS  AND  ALTERATIONS.  Any  reproductions of the Trademarks,
including  logos,  symbols  and  other  identifying  marks,  shall  be  true
reproductions.  Reseller  will  not  remove  any labels or identifying markings,
including  without  limitation  the  Trademarks,  on  the Products or packaging.

10.4     PACKAGING  AND  NOTICES INTACT.  Reseller will deliver to End Users all
packaging, Aruba registration cards, disclaimers, proprietary rights notices and
End  User  License  Agreements  intact.

11.     INDEMNIFICATION8.ZZMPTABHOLDERINDEMNITIES.
        ---------------

Aruba  shall  defend  Reseller and its officers, directors, agents and employees
from  claims  by  a  third party arising from infringement by the Product of any
United States patent issued as of the date of delivery of the applicable Product
or  any  United States copyright, provided Aruba is promptly notified of any and
all  threats,  claims  and  proceedings  related  thereto  and  given reasonable
assistance  and  the opportunity to assume sole control over the defense and all
negotiations  for  a settlement or compromise; Aruba will not be responsible for
any  settlement  it does not approve in writing. THE FOREGOING IS IN LIEU OF ANY
WARRANTIES  OF  NONINFRINGEMENT,  WHICH  ARE  HEREBY  DISCLAIMED.  The foregoing
obligation  of  Aruba  does  not  apply  with  respect to Product or portions or
components  thereof  (i)  that  are not supplied by Aruba, (ii) that are made in
whole  or  in  part  in  accordance  to  Reseller specifications, (iii) that are
modified  after  shipment  by Aruba, if the alleged infringement relates to such
modification, (iv) that are combined with other products, processes or materials
where  the  alleged infringement relates to such combination, (v) where Reseller
continues  allegedly  infringing  activity after being notified thereof or after
being  informed  of  modifications  that  would  have  avoided  the  alleged
infringement,  (vi)  where  Reseller's  use  of  the  Product  is incident to an
infringement  not resulting primarily from the Product or (vii) where Reseller's
use  is  not  strictly  in  accordance  with  this  Agreement and all applicable
licenses  and  documentation;  Reseller  will  indemnify Aruba and its officers,
directors,  agents, and employees from all damages, settlements, attorneys' fees
and  expenses  related  to  a claim of infringement or misappropriation excluded
from  Company's  indemnity  obligation  by  this  sentence.

12.     GENERAL
        -------

12.1     ASSIGNMENT. Neither this Agreement nor any rights under this Agreement,
other  than  monies  due  or  to  become  due,  shall  be  assigned or otherwise
transferred  by  Reseller  (by  operation of law or otherwise) without the prior
written  consent  of Aruba.  Aruba shall have the right to assign all or part of
this Agreement without Reseller's approval.  This Agreement shall bind and inure
to  the  benefit  of  the  successors  and  permitted  assigns  of  the parties.

12.2     NOTICES.  Any notice, report, approval or consent required or permitted
hereunder shall be in writing and in the English language.  Any notices required
or  permitted  to  be  given  to either Party hereunder shall be deemed properly
given  when  delivered  by  confirmed  facsimile, certified mail (return receipt
requested),  hand  delivery,  or  certified  overnight  delivery such as Federal
Express,  and  directed  to  such  Party  at  the address appearing in the first
paragraph  of  this Agreement, to the attention of General Counsel. Either Party
may  change  its  address  for purposes of this Subsection 12.2 ("Notices") upon
delivery  of  notice  of  such  change  to  the  other  Party.

12.3     SEVERABILITY  AND HEADINGS.  If any provision of this Agreement is held
by a court of competent jurisdiction to be invalid under any applicable statute,
rule  or  law,  the  Parties  agree  that  such  invalidity shall not affect the
validity  of  the  remaining  provisions of this Agreement, and further agree to
substitute  for  the  invalid  provision  a  valid  provision which most closely
approximates  the  intent and economic effect of the invalid provision. Headings
used  in  this Agreement are provided for convenience only, and shall not in any
way  affect  the  meaning  or  interpretation  hereof.

12.4     WAIVER.  No  waiver  of  any right by either Party under this Agreement
shall  be  of any effect unless such waiver is express, in writing and signed by
the  waiving Party. Any purported waiver not consistent with the foregoing shall
be  void.

12.5     FORCE  MAJEURE.  Each  Party's  failure  to  perform  its  obligations
hereunder,  except  for the obligation to pay money for services rendered, shall
be  excused  to  the  extent and for the period such performance is prevented by
fire, flood, earthquake, acts of God, explosion, casualty of war, labor dispute,
inability  to obtain delivery of parts, failure of supplies of electrical power,
violence, any governmental law, order, regulation or ordinance, or any other act
or  condition  beyond  the  reasonable  control of such Party. In such case, the
Party  so affected shall (a) give prompt, written notice to the other Party, (b)
use  its reasonable commercial efforts to correct promptly such failure or delay
in  performance,  and  (c)  shall resume performance promptly once the foregoing
condition  has  abated.

12.6     RELATIONSHIP  OF  THE  PARTIES.  The  Parties understand and agree that
their relationship hereunder is one of contract, and that they are not and shall
not  be  construed  as  partners,  joint ventures, or agent and principal. In no
event  shall  either  Party  be  authorized to act for or on behalf of the other
Party.

12.7     SURVIVAL.  In  the  event  of  the  expiration  or  termination of this
Agreement,  the provisions of Section 1 ("Definitions"), Subsection 2.4 ("Effect
of  Termination"),  Section  4  ("Confidentiality"),  Subsection  5.6  ("Payment
Terms"),  Subsection  7.2  ("Warranty  Disclaimer");  Section  9 ("Limitation of
Liability");  Section  10.2  ("Intellectual  Property");  Section  11
("Indemnification"), and Section 12 ("General") shall survive and shall continue
to  bind  the  Parties.

12.8     EXPORT  CONTROL.  All  Products and technical data delivered under this
Agreement  are subject to U.S. export and foreign import control laws, including
the  U.S.  Bureau  of  Export  Administration  regulations, or foreign agency or
authority,  as  amended  and  Reseller hereby agrees to comply strictly with all
such laws and regulations.  Reseller agrees not to knowingly export or allow the
export  or re-export of any Product without all required licenses and approvals.
Aruba  shall  provide  reasonable assistance to Reseller to obtain the necessary
permits  to  export  the  Product  and/or  Software

12.9     CHOICE  OF LAW, JURISDICTION.  This Agreement is made under and will be
governed by and construed in accordance with the laws of the State of California
(except  that  body  of  law  controlling  conflicts  of  law)  and specifically
excluding  from  application  to  this  Agreement  that  law known as the United
Nations  Convention  on  the  International Sale of Goods.  All disputes arising
under this Agreement shall be brought exclusively in Superior Court of the State
of  California in Santa Clara County or the U.S. District Court for the Northern
District  of  California  in  San  Francisco,  California,  as permitted by law.
Reseller  consents  to  the  personal  jurisdiction  of  the  above  courts.

12.10     AMENDMENT.  This  Agreement  may be amended only in writing, signed by
both  Parties.  Any  purported  oral  modification  hereof  shall  be  void.


12.11     ENTIRE  AGREEMENT.  This  Agreement,  including  all  exhibits, is the
entire  agreement  between  the Parties with respect to this subject matter, and
supersedes  all  prior  and  contemporaneous  discussions,  communications  and
agreements,  written  or  oral,  with  respect  thereto.  This  Agreement may be
executed  in two or more counterparts, each of which will be deemed an original,
but  all  of  which  together shall constitute one and the same instrument. Once
signed,  any  reproduction  of  this  Agreement  made  by  reliable means (e.g.,
photocopy,  facsimile) is considered an original.  This Agreement may be changed
only  by  a  written  document signed by authorized representatives of Aruba and
Reseller.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

ARUBA  WIRELESS  NETWORKS,  INC.

By:          By:

Name:          Name:

Title:          Title:

Date:          Date:



<PAGE>

                                    EXHIBIT A

                                 ARUBA PRODUCTS

I  TERRITORY
------------

North  America  Only

II  PRODUCTS  AND  PRICING:  SPECIAL  TERMS
-------------------------------------------

Price  List  as  set  forth  in  current  Aruba  Wireless  Networks  Price List.

Discount  Levels  as  follows:

                      CATEGORY     DESCRIPTION     DISCOUNT
                      --------     -----------     --------
                            A     Bundles (Hardware and SW Applications)     30%
                            -     --------------------------------------     ---
                          B     Base Bundles (AirOS & MUX Software Only)     25%
                          -     ----------------------------------------     ---
                                C     Individual Cards & Spares Hardware     20%
                                -     ----------------------------------     ---
                                             D     Software Applications     30%
                                             -     ---------------------     ---
                                                            E     Various     0%
                                                            -     -------     --



III  MINIMUM  PURCHASE  REQUIREMENTS
------------------------------------

The  Parties  shall  mutually  determine quarterly minimum purchase requirements
within  three  (3)  months  of  the  Effective  Date.