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                                                                   EXHIBIT 10.10


                           SNMP RESEARCH INTERNATIONAL

                                LICENSE AGREEMENT

It is understood and agreed that SNMP Research International, Incorporated
(hereinafter SNMP) hereby grants to Sitara Networks Inc. (hereinafter Licensee)
a license to the program materials and documentation (hereinafter called the
Program), which comprise versions of NETMON, associated applications, and
libraries which are implementations based on the Simple Network Management
Protocol specified by RFC-1157 and the companion documents RFC-1155, RFC-1213,
the Simple Network Management Protocol Version 2 documents RFC-1902 through
RFC-1908, the Simple Network Management Protocol Version 2c document, RFC-1901,
and the Simple Network Management Protocol Version 3 documents RFC-2570 to
RFC-2575. This License Agreement is subject to the following terms and
conditions:

1.       Definitions

         "SNMP" refers to SNMP Research International, Incorporated, having a
         principal office at 3001 Kimberlin Heights Road, Knoxville, Tennessee,
         USA.

         "Licensee" and "Licensee address" are defined in Attachment A.

         "Source" refers to both the source code and any and all associated
         developer documentation in human-readable or machine-readable media
         which are components of versions of NETMON, associated applications,
         and libraries.

         "Software" refers to the programs built from the Source, either as
         provided by SINMP or as modified or enhanced by Licensee, and the
         associated documentation. "Software" includes the programs in object
         form, suitable for input to a linker, either as an object library or as
         individual files. It includes any of SNMP's proprietary tools required
         to make productive use of the Source, but does not include operating
         systems, compilers, linkers, and associated tools proprietary to other
         vendors. It does not include the programs in "Source" form.

         "Licensed Modules" refers to that portion of the Program which is
         defined in Attachment A. Any new Licensed Modules or new versions of
         the Licensed Modules that SNMP may provide to Licensee, if any, in
         accordance with the terms of a software maintenance agreement, or
         otherwise, shall be subject to the terms and conditions of this License
         Agreement.

         "Derivative Work" means any program or documentation in Source form or
         Software form which (i) is developed by Licensee through the use of the
         Program, or (ii) includes any features, provisions, algorithms, or
         other portions of the Program.


                                       1


--------------------------------------------------------------------------------
                    SNMP Research International, Incorporated
                           3001 Kimberlin Heights Road
                         Knoxville, Tennessee 37920-9716
     Voice: +1 865 579 3311   Fax: +1 865 579 6565   Email: Info@snmp.com
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                                                     SNMP Research International
                                                               License Agreement


         "Developer documentation" includes comments and instructions describing
         the internal structures of the Source code placed throughout the
         Sources. Descriptions of the System Dependent Applications Programming
         Interface and information which allows one to deduce the same are
         Developer Documentation. Developer documentation shall be considered a
         part of the Sources and subject to all protections provided by this
         License Agreement.

         "User documentation" includes comments and instructions to the end user
         of the software produced from the Licensed Modules and found in
         directories separate from the Source code but delivered within the
         Licensed Modules. Descriptions of the System Independent Applications
         Programming Interface are User documentation. User documentation is
         available to the Licensee for inclusion in its own product
         documentation.

2.       Internal Use Rights

         SNMP grants Licensee an irrevocable (except as provided herein),
         non-exclusive, non-transferable, royalty-bearing, and worldwide license
         to use, execute, reproduce, display, perform, prepare Derivative Works
         based upon, and distribute internally, copies of the Licensed Modules
         in either Source or Software forms, provided that Licensee shall not
         distribute or transfer them to any person or persons outside Licensee's
         organization without prior written permission from SNMP.

         Licensee shall not reverse engineer or decompile any of the binary form
         portions of the Program which are not also supplied in Source form to
         Licensee by SNMP.

3.       Binary Redistribution Rights

         SNMP grants Licensee an irrevocable (except as provided herein),
         non-exclusive, non-transferable, royalty-bearing, and worldwide license
         to use, execute, reproduce, display, perform, prepare Derivative Works
         based upon, and distribute internally and externally, copies of the
         Licensed Modules and Derivative Works thereof in Software form on a
         FreeBSD platform.

         These redistribution rights specifically include SNMP granting the
         Licensee the right to sublicense the Licensed Modules and Derivative
         Works thereof in Software form to its customers in association with the
         acquisition of Licensee's FreeBSD hardware, software, or services so
         long as the Licensee's sublicensing terms and conditions are at least
         as restrictive as those of this License Agreement.

         Licensee agrees that software licenses will include a provision that
         will prevent its customers from reverse engineering or decompiling the
         software.

June 27, 2000

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                                                     SNMP Research International
                                                               License Agreement


         No rights are granted for the distribution of the Licensed Modules and
         Derivative Works thereof in Source form to any third party.

         No rights to redistribute the EMANATE(R) Subagent Development Kit or
         the BRASS Management Applications Development Kit are granted.

         It is expressly agreed that these redistribution rights do NOT include
         the right to use, execute, reproduce, display, perform, distribute, or
         prepare Derivative Works based upon any source code containing
         modifications to the EMANATE(R) system dependent or system independent
         interfaces, or Derivative Works thereof.

         It is expressly agreed that these redistribution rights do NOT include
         the right to use, execute, reproduce, display, perform, distribute, or
         prepare Derivative Works based upon any source code containing
         modifications to the BRASS(R), system dependent or system independent
         interfaces, or Derivative Works thereof.

4.       Service

         Licensee acknowledges that the Program is a research tool still in the
         development stage, and that it is being supplied "as is" without any
         accompanying service from SNMP. Any and all accompanying service from
         SNMP shall be covered by separate agreement(s). Licensee acknowledges
         that SNMP does not represent or warrant that the Program is error free
         or that its use will be uninterrupted.

5.       Warranties

         Except as expressly set forth elsewhere in this Agreement, SNMP MAKES
         NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED. By way of
         example but not limitation, SNMP MAKES NO REPRESENTATIONS OR WARRANTIES
         OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

6.       Limitation of Liability

         SNMP SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
         INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT,
         INCLUDING ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR
         PROFITS ARISING FROM THE USE OR PERFORMANCE OF THE PROGRAM. SNMP'S
         LIABILITY ARISING OUT OF THE SUPPLYING OF THE PROGRAM OR ITS USE,
         WHETHER IN AN ACTION BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE,
         OR OTHERWISE, SHALL IN NO EVENT EXCEED THE SUM OF MONEY PAID TO SNMP BY
         THE LICENSEE FOR THE PROGRAM.

June 27, 2000


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                                                     SNMP Research International
                                                               License Agreement


7.       Patents, Copyrights, and Trademarks

         SNMP warrants that it is the copyright owner or licensee of the
         copyright owner of the entire Program and that it has the unqualified
         right to make the Program available to the Licensee and to grant
         licenses hereunder under the terms of this License Agreement free of
         any liens and encumbrances, except for clearly marked portions of the
         Program (for example, the MOSY MIB compiler and other portions which
         are based on work copyrighted by third party contributors to the ISODE
         package and/or other third parties.)

         These portions are clearly marked as such in the Program with notices
         such as, but not limited to, those shown in Attachment B and are copied
         with permission.

         Licensee acknowledges that portions of the Program are derivative works
         of these third parties. Licensee further acknowledges that the use and
         incorporation of third party software in the Program may change from
         time to time, at SNMP's sole and exclusive option, primarily on release
         of a new version of the Program. In case SNMP provides the Licensee
         with a new release of the Program which newly uses or incorporates
         third party software, SNMP shall inform the Licensee of this change as
         soon as practicable but in any event will inform the Licensee of the
         change at the same time or prior to shipment of the new release of the
         Program to the Licensee.

         To the best of SNMP's knowledge, the Program does not infringe on any
         copyright, patent, trademark, trade secret, or other intellectual
         property right of any third party, but SNMP makes no warranties
         regarding this except that to the best of its knowledge, there are no
         adverse claims as to same.

         Licensee agrees to preserve and reproduce the copyright notices
         contained in the Program Source and Software in the same form and
         location as any legend appearing on or in the original from which
         copies are made. If the combination of Source components yields
         Software components with multiple identical copyright notices in a
         single binary image, Licensee may take appropriate actions to suppress
         the generation of the redundant strings, using the techniques already
         embedded in the Source, so long as at least one of each unique
         copyright notice is generated in the Software and all copyright notices
         are retained in the Source. Notice shall be given in the supporting
         documentation that copying and distribution is by permission of SNMP
         Research International, Incorporated and the relevant third parties.

8.       Confidentiality and Non-Disclosure

         The Licensee agrees that the Program and all related information
         received under

June 27, 2000


                                       4
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                                                     SNMP Research International
                                                               License Agreement


         this License Agreement has been developed by SNMP at great expenditures
         of time, resources, and money. Therefore, Licensee shall keep the
         Program Source received from SNMP, and the Sources of any Derivative
         Works, whether designated confidential or not, in the strictest
         confidence and will exercise the highest degree of care to safeguard
         the confidentiality of the Program Source and the Sources of any
         Derivative Works.

         It is expressly understood and agreed that the strictures of
         confidentiality imposed by this License Agreement shall survive the
         termination of this License Agreement or any part thereof.

         Licensee's obligation to maintain confidentiality shall not apply to
         any information or portion of the Program Source and the Sources of any
         Derivative Works

         i.)      that is, or becomes, available to the public through no fault
                  of or breach by Licensee, or

         ii.)     which was in the possession of Licensee prior to the
                  disclosure thereof by SNMP, or

         iii.)    which was disclosed to Licensee by a third party having the
                  right to make such disclosure, or

         iv.)     which is independently developed by Licensee.

         The Licensee agrees that it will take appropriate action with its
         employees and consultants, by agreement or otherwise, to satisfy its
         obligations under this License Agreement with respect to use, copying,
         transference, protection, and security of the Program Source, and any
         other materials provided to the Licensee by SNMP as a result of this
         License Agreement.

9.       Residuals

         (a)      Residuals are information in a non-tangible form, such as that
                  retained in the memory of those who have had rightful access
                  to Confidential Information under this Agreement.

         (b)      Residuals shall only be used to reasonably pursue the work as
                  contemplated by both parties under this Agreement.

         (c)      Both parties shall inform all those with access to
                  Confidential Information of their obligations regarding
                  Residuals.

         (d)      Both parties shall enforce the restrictions on the use of
                  Residuals by their employees and consultants by contract
                  containing language substantially similar to this section.

June 27, 2000


                                       5
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                                                     SNMP Research International
                                                               License Agreement


         (e)      Each party shall cooperate fully with the other in any action
                  by one party against a current or former consultant or
                  employee of the other party, who has violated, or who has
                  created reasonable apprehension that he may violate, the
                  restrictions of this section.

10.      Ownership and Title

         SNMP shall provide Licensee with the Licensed Modules at the same time
         that SNMP provides the license. Title and copyright to the Program
         shall at all times remain with SNMP. All rights and title to the
         modifications, and only the modifications developed by Licensee, shall
         vest in Licensee. If Licensee elects to communicate suggestions,
         modifications, improvements, or corrections to the Licensed Modules
         back to SNMP, in any manner, SNMP shall have the right to use all such
         changes and modifications at its discretion without obligation to the
         Licensee, including, but not limited to, their incorporation into the
         distributions of the Program made generally available to Licensees,
         including distribution to third parties.

11.      Exclusivity

         This is a nonexclusive license. Nothing shall prevent SNMP from
         independently producing, selling, and distributing similar
         implementations without obligation to Licensee. Nothing shall prevent
         Licensee from independently producing, selling, and distributing
         similar products without obligation to SNMP. In the event that Licensee
         produces similar products, Licensee shall provide information to SNMP
         to authenticate that it was independently produced.

12.      Acceptance Period and Money Back Guarantee

         SNMP offers a money back guarantee in lieu of warranties. Licensee
         shall conduct acceptance tests of the Program following delivery for a
         period of not longer than sixty (60) days. If during the acceptance
         period, the Licensee finds that the Program does not meet Licensee's
         requirements for any reason, Licensee may, at Licensee's sole and
         exclusive option, return or certify in writing the destruction of all
         copies of the Program Source provided by SNMP to the Licensee, and all
         copies thereof, and all Derivative Works based on the Program Source in
         all forms in which case SNMP shall terminate the internal use and
         redistribution rights granted in this License Agreement, provide a
         timely refund of all monies received from the Licensee under this
         License Agreement, and cancel any outstanding invoices for amounts due
         under this License Agreement.

June 27, 2000

                                       6
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                                                     SNMP Research International
                                                               License Agreement


13.      Location of Licensed Modules

         The Licensed Modules will be shipped to the address stated in
         Attachment A. Licensee shall inform SNMP before the development work
         using the Licensed Modules is moved to another location. Additional
         charges may apply if the development work using the EMANATE Subagent
         Development Kit Licensed Module or the BRASS Management Applications
         Development Kit Licensed Module are moved beyond the borders of the
         United States.

14.      Publicity

         Neither party shall divulge the material terms and conditions of this
         License Agreement without the prior written permission of the other
         party, except as required to exercise the rights contained herein or in
         compliance with U.S. government regulations. In the case of disclosure
         in compliance with U.S. government regulations, the parties shall seek
         to limit the disclosure of the terms and conditions of this License
         Agreement to the smallest group possible. Disclosure by either SNMP or
         Licensee of the existence of this License Agreement without disclosure
         of its terms and conditions shall specifically be permitted and shall
         not constitute a breach of this paragraph.

15.      Notices

         Notices to be given under this License Agreement shall be in writing,
         and sent by prepaid registered or certified mail, return receipt
         requested. Notices shall be sent to the addresses of the parties listed
         in Attachment A.

         All such notices shall be effective when received.

16.      Enforcement

         Failure at any time to enforce any of the provisions of this License
         Agreement or any right with respect thereto, or to exercise any option
         herein provided, will in no way be construed to be a waiver of such
         provisions, rights, or options or in any way to affect the validity of
         this License Agreement. The exercise of any rights or options under the
         terms or covenants herein shall riot preclude or prejudice the
         exercising thereafter of the same or any other right under this License
         Agreement.

17.      Default

         If Licensee fails to observe, keep, or perform any provisions of this
         License Agreement required to be observed, kept, or performed by
         Licensee and does not correct such conditions within ten (10) days
         after receiving written notice thereof from SNMP, SNMP shall have the
         right to terminate the Internal Use and Binary

June 27, 2000


                                       7
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                                                     SNMP Research International
                                                               License Agreement


         Redistribution Rights found in paragraphs 2., Internal Use Rights and
         3., Binary Redistribution Rights and elsewhere in this License
         Agreement. Also, to require the Licensee to return or provide written
         certification of the destruction of all copies of the Program Source
         provided by SNMP to the Licensee and all copies thereof and all
         Derivative Works of the Program Source in all forms;

         In the event of unauthorized use or distribution of the Program Source,
         SNMP shall have the right in addition to its other remedies, to:

         (a)      recover from Licensee an amount not less than the sum that
                  SNMP would have charged the person or persons obtaining the
                  benefit of such unauthorized use of the Program Source, plus
                  any amount received by Licensee on account of such
                  unauthorized use;

         (b)      have any threatened or actual breach by Licensee enjoined;

         (c)      pursue any other remedy at law or in equity.

         All responsibilities of the Licensee and the other provisions of this
         License Agreement shall remain in full force and effect and shall
         survive the termination of these rights.

18.      Legal Expenses

         In case legal action is taken by either party to enforce this License
         Agreement, all costs and expenses, including reasonable attorney's
         fees, incurred by the prevailing party in exercising any of its rights
         or remedies hereunder or in enforcing any of the terms, conditions, or
         provisions hereof shall be paid by the other party.

19.      Severability

         In the event that one or more of the provisions contained herein shall
         for any reason be held to be unenforceable in any respect under the law
         of jurisdiction governing the entire License Agreement, such
         unenforceability shall not affect any other provisions of this License
         Agreement, but this License Agreement shall then be construed as if
         such unenforceable provision or provisions had never been contained
         herein.

20.      Captions

         The captions in this License Agreement are for convenience only and
         shall not be construed to define or limit any of the terms herein.

June 27, 2000


                                       8
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                                                     SNMP Research International
                                                               License Agreement


21.      Rights in Technical Data and Computer Software

         The Program is "Unpublished Commercial Computer Software," which has
         been "developed exclusively at private expense," and is subject to
         "Restricted Rights." Licensee shall mark the Licensed Modules
         distributed to government third parties with the required restricted
         rights legends as provided in subparagraphs (c) (4) and (d) of the
         Commercial Computer Software-Restricted Rights Clause, FAR 52.227-19.
         The rights of such sublicensees are further defined in DFARS 252.227-7
         202 and other corresponding governmental regulations.

22.      Export and Re-export

         The Licensee agrees to comply with any and all pertinent laws and
         regulations of the United States, including the regulations of the
         United States Department of Commerce with respect to the export of
         United States origin technical data and commodities.

         Regardless of any disclosure made by Licensee to SNMP of the ultimate
         destination of the Program or Derivative Works thereof, the Licensee
         shall not export, re-export, or transfer, directly or indirectly, any
         portion of the Program or any system containing any portion of the
         Program, if those portions are subject to export restrictions in the
         then current regulations of the United States Department of Commerce or
         any other agency or department of the United States Government, without
         first obtaining export licenses as may be required, if any, under the
         applicable laws and regulations.

23.      Entire Agreement

         This License Agreement supersedes all prior agreements and
         understandings, oral or written, between the parties related to the
         subject matter hereof and is intended by the parties as the complete
         and exclusive statement of the terms of the License Agreement between
         the parties. This License Agreement shall not be modified, except by
         written agreement signed by both of the parties hereto.

         If a conflict arises between the provisions of this License Agreement
         and any Purchase Orders issued under it, then the provisions of this
         License Agreement shall govern. The provisions on any Purchase Orders
         referenced in or issued under this License Agreement shall not amend
         this License Agreement or be binding upon the parties in any manner or
         to any degree.

24.      Relationship of Parties

         The relationship of the parties is that of independent contractors. No
         one party is the agent of the other and neither party is authorized to
         act on behalf of the

June 27, 2000


                                       9
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                                                     SNMP Research International
                                                               License Agreement


         other party.

25.      Payment Terms

                  (a)      In consideration for the license rights provided
                           herein, Licensee shall pay to SNMP an initial one
                           time fee plus per copy royalties.

                  (b)      The Licensee shall pay to SNMP an initial license fee
                           in the amount defined in Attachment A. The initial
                           license fee shall be paid within 60 days of the
                           delivery of the Licensed Modules.

                  (c)      Licensee shall also pay royalties to SNMP according
                           to the following royalty options. Licensee may switch
                           between royalty options upon prior written notice to
                           SNMP. Until such notice is received by SNMP, the
                           provisions of the Royalty Lease Option shall be in
                           force for the [* * *] Licensed Modules and the
                           Per-Copy Royalty Option shall be in force for the
                           [* * *] Licensed Modules.

                  (d)      Per-Copy Royalty Option

                           i.       Licensee shall pay a royalty in the amount
                                    given in Attachment C for each
                                    royalty-bearing copy distributed under the
                                    rights granted herein, which contains all,
                                    some, or part of the Program. The number of
                                    royalty units is cumulative. All royalties
                                    payable shall be net any return of copies to
                                    Licensee.

                           ii.      Licensee shall pay the Per-Copy Royalties
                                    quarterly, with payment due on April 30 for
                                    all copies created during the first quarter
                                    (January-March), July 31 for all copies
                                    created during the second quarter
                                    (April-June), October 31 for all copies
                                    created during the third quarter
                                    (July-September), and January 31 for all
                                    copies created during the fourth quarter
                                    (October-December).

                           iii.     Licensee shall make the quarterly Per-Copy
                                    Royalty payments without quarterly invoices
                                    from SNMP.

                           iv.      Payments of Per-Copy Royalties associated
                                    with a single Platform, paid in the year
                                    immediately preceding exercise of the option
                                    to convert to another royalty option, shall
                                    be once credited at fifty percent against
                                    the fees of the elected royalty option for
                                    the same Platform.

                  (e)      [* * *] Royalty Lease Option

                           i.       A Royalty Lease extends for a term of one
                                    year. If Licensee pays to SNMP a Royalty
                                    Lease payment of $[* * *] per Platform,
                                    then, during the term of the Royalty Lease,
                                    Licensee may distribute an unlimited

June 27, 2000

-------------------
     Confidential treatment has been requested for the bracketed portions
     [* * *]. The confidential redacted portion has been filed separately with
     the Securities and Exchange Commission.

                                       10
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                                                     SNMP RESEARCH INTERNATIONAL
                                                               LICENSE AGREEMENT


                                    number of copies of the [* * *] Licensed
                                    Modules and Derivative Works for that
                                    Platform according to the provisions
                                    governing distribution as found elsewhere in
                                    this License Agreement. Licensee may renew
                                    the Royalty Lease annually. If Licensee
                                    renews before the expiration of the prior
                                    term, then the rate for the renewal term
                                    shall be the same as that for the prior
                                    term. The annual Royalty Lease payment may
                                    be paid in equal quarterly payments due at
                                    the date of the exercise of the royalty
                                    lease option and every three months
                                    thereafter.

                           ii.      All Royalty Lease payments made in the prior
                                    three years for a single Platform shall be
                                    credited at fifty percent toward the Paid-Up
                                    Royalty Option for the same Platform should
                                    Licensee elect to exercise the Paid-Up
                                    Royalty Option.

                  (f)      [* * *] Royalty Lease Option

                           i.       A Royalty Lease extends for a term of one
                                    year. If Licensee pays to SNMP a Royalty
                                    Lease payment of $[ * * *] per Platform,
                                    then, during the term of the Royalty Lease,
                                    Licensee may distribute an unlimited number
                                    of copies of the [* * *] Licensed Modules
                                    and Derivative Works for that Platform
                                    according to the provisions governing
                                    distribution as found elsewhere in this
                                    License Agreement. Licensee may renew the
                                    Royalty Lease annually. If Licensee renews
                                    before the expiration of the prior term,
                                    then the rate for the renewal term shall be
                                    the same as that for the prior term. The
                                    annual Royalty Lease payment may be paid in
                                    equal quarterly payments due at the date of
                                    the exercise of the royalty lease option and
                                    every three months thereafter.

                           ii.      All Royalty Lease payments made in the prior
                                    three years for a single Platform shall be
                                    credited at fifty percent toward the Paid-Up
                                    Royalty Option for the same Platform should
                                    Licensee elect to exercise the Paid-Up
                                    Royalty Option.

                  (g)      [* * *] Paid-Up Royalty Option

                           i.       After Licensee pays to SNMP the Paid-Up
                                    Royalty of $[* * *] on the FreeBSD Platform
                                    which is included in the Payments section of
                                    Attachment A, then Licensee may distribute
                                    in perpetuity an unlimited number of copies
                                    of the Licensed Modules and Derivative Works
                                    for FreeBSD, according to the provisions
                                    governing distribution as found elsewhere in
                                    this License Agreement.

                           ii.      Licensee may grant its OEM customers a
                                    royalty-free license to copy and distribute
                                    Licensed Modules and Derivative Works for
                                    the same

----------------
Confidential treatment has been requested for the bracketed portions [* * *].
The confidential redacted portion has been filed separately with the Securities
and Exchange Commission.

June 27, 2000                                   11

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                                                     SNMP RESEARCH INTERNATIONAL
                                                               LICENSE AGREEMENT


                                    Platform that Licensee has a Paid-Up
                                    Royalty. If Licensee's OEM customers wish to
                                    modify, extend, or prepare additional
                                    Derivative Works for distribution, then the
                                    OEM customer must obtain a License Agreement
                                    similar to this Agreement granting them
                                    these additional rights.

                           iii.     Licensee may purchase an [* * *] Paid-Up
                                    Royalty on a first additional Platform for
                                    $[* * *], and on additional Platforms for
                                    $[* * *].

                  (h)      [* * *] Paid-Up Royalty Option

                           i.       If Licensee pays to SNMP an [* * *] Paid-Up
                                    Royalty of $[* * *] on the first Platform,
                                    then Licensee may distribute in perpetuity
                                    an unlimited number of copies of the
                                    Licensed Modules and Derivative Works for
                                    that Platform, according to the provisions
                                    governing distribution as found elsewhere in
                                    this License Agreement.

                           ii.      Licensee may grant its OEM customers a
                                    royalty-free license to copy and distribute
                                    Licensed Modules and Derivative Works for
                                    the same Platform that Licensee has a
                                    Paid-Up Royalty. If Licensee's OEM customers
                                    wish to modify, extend, or prepare
                                    additional Derivative Works for
                                    distribution, then the OEM customer must
                                    obtain a License Agreement similar to this
                                    Agreement granting them these additional
                                    rights.

                           iii.     Licensee may purchase a Paid-Up Royalty on a
                                    first additional Platform for $[* * *], and
                                    on additional Platforms for $[* * *].

                  (i)      The redistribution of sources is prohibited under the
                           terms of this License Agreement so there are no
                           applicable royalties for the redistribution of
                           sources.

                  (j)      Provided an amount due is not disputed in good faith
                           by Licensee, and in addition to all other remedies,
                           all payments received more than 45 days after their
                           due date are subject to a monthly penalty of 1.5
                           percent of the amount due, compounded monthly, or the
                           maximum allowed by law, whichever is less. This
                           penalty will continue to accrue until the payment
                           plus penalty is paid in full.

                           Licensee shall notify SNMP of Licensee's intent to
                           file for bankruptcy at least ten days prior to such
                           filing. If Licensee does not provide such notice,
                           then Licensee's internal use and redistribution
                           rights shall automatically terminate as of the date
                           such notice was due.

--------------------
Confidential treatment has been requested for the bracketed portions [* * *].
The confidential redacted portion has been filed separately with the Securities
and Exchange Commission.

June 27, 2000                                 12

<PAGE>   13
26.      Records and Audit

         Licensee shall keep and maintain all appropriate books and records
         necessary for the verification of the license fees due SNMP for a
         period of three years following the quarterly period to which such
         records relate.

         SNMP shall be entitled to an annual report from the Licensee's
         certified public accountant, prepared at Licensee's expense, which
         reviews the Licensee's books solely for the purposes of verifying the
         accuracy of the license fees paid to SNMP. Alternatively, SNMP, at its
         request, may elect to request SNMP's independent certified public
         accountant to review Licensee's annual audit by Licensee's independent
         certified public accountant for the sole purpose of verifying the
         accuracy of the license fees paid to SNMP. In either case, the
         certified public accountant shall only provide information to the
         parties concerning whether all license fees have been paid to SNMP and
         the amount of any underpayment or overpayment. Such review shall be
         conducted during the Licensee's normal business hours upon reasonable
         notice of at least thirty days to Licensee. Any underpayment or
         overpayment shall be reflected in the next quarterly payment made by
         the Licensee. If such review verifies an error of greater than five
         percent (5%) of the License fees actually paid to SNMP, the cost of
         such review shall be paid for by the Licensee; otherwise, such costs
         shall be paid for by SNMP. All information provided pursuant to the
         computation of royalties, including information about the numbers of
         units created by the Licensee, shall be maintained in confidence by
         SNMP, except as may be required to enforce the payment obligations
         stipulated in this License Agreement.

27.      Governing Law

         The terms herein will be governed by the laws of the State of Tennessee
         and the United States of America.

28.      Effective Date

         The effective date of this License Agreement shall be the latter of the
         dates it is executed by the respective parties.


                                       13
<PAGE>   14
             PURCHASE ORDER NUMBER:
                                   --------------------


ATTEST:



               LICENSEE: Sitara Networks Inc.



                     By:      /s/ Michael S. Palin
                         ------------------------------
                                     signed



                                Michael S. Palin
                         ------------------------------
                                  Printed/Typed



                  TITLE:               CFO
                         ------------------------------



                   DATE:             6/29/00
                         ------------------------------



ATTEST:



               LICENSOR:  SNMP Research International, Incorporated



                     By:        /s/ Mary L. Case
                         ------------------------------
                                  Mary L. Case
                             Chief Executive Officer


                   DATE:            7/20/00
                         ------------------------------


                                       14
<PAGE>   15
                                  ATTACHMENT A

Licensee Name and Address:

                  Sitara Networks Inc.
                  60 Hickory Drive
                  Waltham, Massachusetts 02451

Licensed Modules:

Licensed Modules are portions of the Program which are licensed under the terms
of this License Agreement and include:

1.       [* * *]

         EMANATE(R) Subagent Development Kit in Source on FreeBSD,
         DR-Web/EMANATE(R) Master Agent Sources on FreeBSD, Host Resources MIB
         binary on FreeBSD, System Applications MIB on FreeBSD, FreeBSD Native
         Agent Adapter, and documentation.


2.       [* * *]

         BRASS(R) Management Applications Development Kit in Source on Solaris
         2.6, DR-Web Manager Sources on Solaris 2.6, and documentation,

The [* * *] Licensed Modules cannot be delivered until completion of the
Licensed Modules port to FreeBSD as agreed in the Development Services
Agreement.

If Licensee's third party partners or OEM developers desire to license these
same Licensed Modules during the next three years, then SNMP shall license these
Licensed Modules to these companies at fees and terms no more demanding than
those found

------------
     Confidential treatment has been requested for the bracketed portions [* *
     *]. The confidential redacted portion has been filed separately with the
     Securities and Exchange Commission.

                                       15
<PAGE>   16
in the License Agreement. Thereafter, SNMP shall charge these companies no more
than the list prices for these Licensed Modules.

PAYMENT TERMS:

Initial Fees and [* * *] Fully Paid Royalties:                $[* * *] (U.S.)
consisting of:

         EMANATE                            $[* * *]
         DR Web add on:                     $[* * *]
         Host Resources MIB:                $[* * *]
         System Applications MIB:           $[* * *]
         [* * *]   Royalty Lease:           $[* * *]
         BRASS sources:                     $[* * *]
         DR Web sources:                    $[* * *]
Plus
[* * *] Royalties as shown in Attachment C


If License exercises the Fully Paid-Up Royalty Option within one year of the
Effective Date then [* * *]% of the Royalty Lease fees paid on the same Licensed
Modules will be credited toward the Fully Paid-Up Royalty fees.

NOTICES

Notices under this License Agreement shall be addressed to:

                For Licensee: Contract Administrator
                              Sitara Networks Inc.
                              60 Hickory Drive
                              Waltham, Massachusetts 02451

                For Licensor: Mary L. Case
                              SNMP Research International, Incorporated
                              3001 Kimberlin Heights Road
                              Knoxville, Tennessee 37920

LOCATION OF THE LICENSED MODULES

Until Licensee informs SNMP, the Licensed Modules will be shipped to:

                              Sitara Networks, Inc.
                              60 Hickory Drive
                              Waltham, Massachusetts 02451

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

     Confidential treatment has been requested for the bracketed portions
     [* * *]. The confidential redacted portion has been filed separately with
     the Securities and Exchange Commission.

                                       16
<PAGE>   17
                                  ATTACHMENT B

The following copyright notices are by way of example, and not limitation.

Sample 1:

         The ISODE is openly available but is NOT in the public domain. You are
         allowed and encouraged to take this software and build commercial
         products. However, as a condition of use, you are required to "hold
         harmless" all contributors.

         Permission to use, copy, modify, and distribute this software and its
         documentation for any purpose and without fee is hereby granted,
         provided that this notice and the reference to this notice appearing in
         each software module be retained unaltered, and that the name of any
         contributors shall not be used in advertising or publicity pertaining
         to distribution of the software without specific written prior
         permission. No contributor makes any representations about the
         suitability of this software for any purpose. It is provided "as is"
         without express or implied warranty.

         ALL CONTRIBUTORS DISCLAIM ALL WARRANTIES WITH REGARD TO THIS SOFTWARE,
         INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS. IN NO
         EVENT SHALL ANY CONTRIBUTOR BE LIABLE FOR ANY SPECIAL, INDIRECT OR
         CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF
         USE, DATA OR PROFITS, WHETHER IN ACTION OF CONTRACT, NEGLIGENCE OR
         OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR
         PERFORMANCE OF THIS SOFTWARE.

         As used above, "contributor" includes, but is not limited to:

                  The MITRE Corporation
                  The Northrop Corporation
                  NYSERNet, Inc.
                  Performance Systems International, Inc.
                  University College London
                  The University of Nottingham
                  The Wollongong Group, Inc.
                  Marshall T. Rose


         In particular, the Northrop Corporation provided the initial
         sponsorship for the ISODE and the Wollongong Group, Inc., also
         supported this effort. The ISODE receives partial support from the U.S.
         Defense Advanced Research Projects Agency and the Rome Air Development
         Center of the U.S. Air Force Systems Command under contract number
         F30602-88-C-0016 to NYSERNet Inc.


                                       17
<PAGE>   18
Sample 2:

         DES:

         /* Software DES functions
          * written 12 Dec 1986 by Phil Karn, KA9Q; large sections adapted from
          * the 1977 public-domain program by Jim Gillogly
          */

Sample 3:

         MD5:

         Duplicated with permission. Customers should consult competent legal
         counsel before shipping derivative works of this software
         internationally.

         /*

         **********************************************************************
         ** Copyright (C) 1990, RSA Data Security, Inc. All rights reserved. **
         **                                                                  **
         ** License to copy and use this software is granted provided that   **
         ** it is identified as the "RSA Data Security, Inc. MD5             **
         ** Message-Digent Algorithm" in all material mentioning or          **
         ** referencing this software or this function.                      **
         **                                                                  **
         ** License is also granted to make and use derivative works         **
         ** provided that such works are identified as "derived from the RSA **
         ** Data Security, Inc. MD5 Message-Digest Algorithm" in all         **
         ** material mentioning or referencing the derived work.             **
         **                                                                  **
         ** RSA Data Security, Inc. makes no representations concerning      **
         ** either the merchantability of this software or the suitability   **
         ** of this software for any particular purpose. It is provided "as  **
         ** is" without express or implied warranty of any kind.             **
         **                                                                  **
         ** These notices must be retained in any copies of any part of this **
         ** documentation and/or software.                                   **
         **                                                                  **
         **********************************************************************


                                       18
<PAGE>   19
                                  ATTACHMENT C

                           PER-COPY ROYALTY SCHEDULES

Until Licensee selects in writing another royalty payment option as defined in
this License Agreement, these per-copy royalty schedules shall apply.

         1.       DR-Web Manager Royalty Schedule

                  Royalties shall be paid for every DR-Web Manager binary
                  royalty unit created under the rights granted herein which
                  contains all, some, or part of the DR-Web Manager Licensed
                  Modules as per the following chart (in U.S. $):

                                  Qty               Royalty
                                  From      To      per Unit
                                  ----      --      --------
                                   1      and up    $[* * *]

                  DR-Web manager royalty units shall include the BRASS or
                  EMANATE binary copies required to support the DR-Web Manager
                  copies.

         2.       BRASS(TM) Server and Management Application Royalty Schedule

                  Royalties shall be paid for every BRASS(TM) Server and
                  Management Application binary royalty unit created under the
                  rights granted herein which contains all, some, or part of the
                  BRASS(TM) Management Application Development Kit Program as
                  per the following chart (in U.S. $):


                                  Qty               Royalty
                                  From      To      per Unit
                                  ----      --      --------
                                   1      and up    $[* * *]

                  Royalty units shall be counted as one unit per system
                  receiving one or many BRASS(TM) Servers and Management
                  Applications with the exception of BRASS binaries installed to
                  support DR-Web Manager copies.

-------------------
     Confidential treatment has been requested for the bracketed portions
     [* * *]. The confidential redacted portion has been filed separately with
     the Securities and Exchange Commission.



                                       19