EXHIBIT 10.2

                         CUSTOM IC DEVELOPMENT AGREEMENT
                                TABLE OF CONTENTS


1.    Definitions......................................................
2.    Design of RON....................................................
3.    Design Schedule..................................................
4.    Fees.............................................................
5.    Program Management...............................................
6.    Delivery of RON Prototypes.......................................
7.    Prototype Acceptance.............................................
8.    Production of RON................................................
9.    Ownership, License of Rights and Restrictions....................
10.   Term of Agreement................................................
11.   Termination of Agreement.........................................
12.   Indemnification..................................................
13.   Limitation of Liability..........................................
14.   Force Majeure....................................................
15.   Confidential Information.........................................
16.   Notices..........................................................
17.   General Terms....................................................

Exhibits
 1 - Unique Conditions
 2 - Schedule of Work
 3 - RON Specification
 4 - RON IC Design Change Request
 5 - RON IC Release
 6 - RON IC Prototype Approval Notification
 7 - RON volume pricing
 8 - Motorola's Standard Terms and Conditions of Sale
 9 - Motorola IP
10 - PowerDsine IP
11 - Motorola Design Flow Deliverables
12 - Sample List of Motorola Competitors


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 1

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                          CUSTOM DEVELOPMENT AGREEMENT

        This Custom Development Agreement (the "AGREEMENT"), effective as of the
date of last signature below ("EFFECTIVE DATE"), is by and between Motorola,
Inc., acting through its Semiconductor Products Sector, having offices at 6501
William Cannon Drive, Austin, Texas, 78735 ("MOTOROLA"), and PowerDsine, Ltd.,
having a having offices at 1 hanagar St., P.O. Box 7220, Neve Ne'eman Industrial
Zone, Hod Hasharon 45421, Israel ("PowerDsine").

                                    RECITALS

    A.  PowerDsine has developed technology and IP related to Power/Data
        products for the Power Over Ethernet market ("PoE").

    B.  Motorola has semiconductor design and manufacturing resources and
        expertise.

    C.  Motorola and PowerDsine want to work together to specify and develop a
        custom integrated circuit for the PoE market.

    D.  PowerDsine agrees to purchase and Motorola agrees to sell the RON under
        the terms of this Agreement.

                                   AGREEMENT


1.      DEFINITIONS

        The following capitalized terms used in this Agreement have the meaning
set forth below:

        "AFFILIATE" means, in relation to any party, any corporation or entity
directly or indirectly controlling, controlled by, or under common control with
that party whether through the ownership of voting securities, management
control, contract or similar arrangement.

        "CONFIDENTIAL INFORMATION" means the information that is set forth in
the "technology disclosure" Section of Exhibit 2 attached hereto that was
actually disclosed by each party to the other, as well as any information
disclosed by one party to the other party that (i) if disclosed in writing or in
some other tangible form, is marked at the time of disclosure as being
"Confidential" or "Proprietary" or with words of similar import, or (ii) if
disclosed orally or by inspection, is identified at the time of disclosure as
confidential and is summarized in a written memorandum transmitted to the
receiving party within 30 days after the disclosure with enough specificity for
identification purpose. Confidential Information does not include any
information that, based on


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 2

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documented evidence: (a) is, or becomes, publicly known through no wrongful act
on the receiving party's part; (b) is already known to the receiving party, or
becomes known to the receiving party without restriction on disclosure; or (c)
is independently developed by the receiving party. The PowerDsine IP and the
Motorola IP are Confidential Information

        "ENGINEERING SAMPLES"shall mean samples that meet the main functional
requirements of the Specification; they may not be used for the Qualification of
the integrated circuit. Such circuits shall be tested and used in accordance
with Section 6 hereof.

        "PROTOTYPES"shall mean integrated circuits meeting all requirements of
the Specifications. The integrated circuits shall be tested with the latest
stage of the test program that is to be used for Qualification and may be used
for a full Qualification procedure to determine if such circuits can be mass
produced as provided in Section 7 hereof.

        "EXHIBITS" means the following exhibit(s) attached to this Agreement, as
modified from time to time, pursuant to a mutual writing executed by the
parties, which are incorporated into this Agreement:

        Exhibit 1  - Unique Conditions
        Exhibit 2  - Schedule of Work
        Exhibit 3  - RON Specification
        Exhibit 4  - RON IC Design Change Request
        Exhibit 5  - RON IC Release
        Exhibit 6  - RON Prototype Approval Notification
        Exhibit 7  - RON volume pricing
        Exhibit 8  - Motorola's Standard Terms and Conditions of Sale
        Exhibit 9  - Motorola IP
        Exhibit 10 - PowerDsine IP
        Exhibit 11 - Motorola Design Flow Deliverables
        Exhibit 12 - Sample list of Motorola Competitors

        "INTELLECTUAL PROPERTY RIGHTS" means any patents, utility models,
copyright works, moral rights, know how, trade secrets, and any applications of,
or right to apply for, any of the foregoing rights in any country.

        "MOTOROLA IP" means the Motorola Intellectual Property Rights to be
provided under this Agreement as expressly set forth in Exhibit 9.

        "POWERDSINE IP" means the PowerDsine Intellectual Property Rights
provided to Motorola as contemplated in this Agreement, including but not
limited to the items set


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 3

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forth in the "12 Port Power over LAN IC (PD 64012 Specification RON)" dated
November 12th, 2002, Draft 01, from Amir Peleg." and in Exhibit 10.

        "QUALIFICATION" means the testing procedure to verify whether the
integrated circuit, meets all functional and other requirements provided in the
Specification.

        "SPECIFICATION" means the behavior, function environmental conditions
design and other features of the integrated circuits, Engineering Samples and
Prototypes. It is the working basis for the development and describes the
objective of the development task. The latest mutually agreed Specifications are
set forth in Exhibit 3.


        "RON" means a custom integrated circuit from Motorola/PowerDsine for the
PoE market, which meets the specifications set forth in Exhibit 3 and contains
PowerDsine IP and Motorola IP.

        "SUBSIDIARY" means, in relation to any party, any corporation or entity
directly or indirectly controlled by that party whether through the ownership of
voting securities, management control, contract or similar arrangement.

        "MOTOROLA DESIGN FLOW" elements can be found in Exhibit 11.

2.      DESIGN OF RON

        2.1.    The agreed specifications for the RON are identified in the RON
                Integrated Circuit Specifications (Exhibit 3). After the
                Effective Date, changes to the specifications may only be made
                via a RON IC Design Change Request (Exhibit 4), agreed upon and
                signed by both parties. If the parties agree upon a change to
                the specifications, they will update the Schedule of Work
                (Exhibit 2) accordingly.

        2.2.    Exhibit 1 identifies Unique Conditions that must be met as a
                condition to Motorola's ability to accomplish such development.

        2.3.    Prior to the production of tooling, PowerDsine and Motorola will
                each authorize such production by signing the RON IC Release
                (Exhibit 5), thereby acknowledging that all necessary state of
                the art verifications have been successfully completed.

        2.4.    The RON will contain a hardware digital block, developed by
                PowerDsine using design tools and methodologies mutually agreed
                to by both Motorola and PowerDsine and compatible with the
                Motorola Design Flow. Deliverables associated with satisfactory
                completion of this design block are outlined in Exhibit 1.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 4

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        2.5.    The analog and mixed signal design will be performed by Motorola
                according to the Specifications.

        2.6.    Motorola and PowerDsine will work cooperatively on the
                integration of the digital block with the analog and
                mixed-signal design blocks. Responsibilities and delivery dates
                are outlined in the Schedule of Work (Exhibit 2.)

3.      DESIGN SCHEDULE

        3.1.    The target dates for completion of the design of the RON will be
                as shown in the Schedule of Work (Exhibit 2). Motorola and
                PowerDsine will use commercially reasonable efforts to meet the
                target dates. The target dates are subject to adjustments in
                accordance with mutually agreed material change(s) to the RON
                Specification.

4.      FEES

        4.1.    In consideration for Motorola's efforts in developing the RON,
                PowerDsine will pay Motorola a non-recurring engineering fee
                ("NRE") of ** payable as follows: **

        4.2.    The NRE takes into account the expenses for two full sets of
                masks for the RON. In case of specification changes, mistakes in
                the digital block, mistakes associated with the PowerDsine IP,
                or any other changes/mistakes relating to PowerDsine, **

        4.3.    Motorola will begin work under this Agreement upon receipt of
                the initial NRE payment of **. All payments are due within
                thirty (30) days from the event triggering payment. Late
                payments will bear interest at the maximum non-usurious rate
                allowed under applicable law.

5.      PROGRAM MANAGEMENT

        5.1.    Motorola and PowerDsine will each assign a Program Manager to
                this effort. The Program Managers will be the primary contact
                within each party and will be responsible for all formal
                communications between Motorola and PowerDsine. The Program
                Managers will have the following functions, in addition to those
                functions identified elsewhere in this Agreement:

                o   Act as a liaison across the functional organizations
                    participating in the RON development.

                o   Manage the project and ensure the Schedule of Work is
                    maintained and achieved.

                o   Implement a Risk Management program (identify, analyze,
                    prioritize, assign, and monitor project risks throughout the
                    project's life cycle).

                o   Ensure regular communications as necessary between
                    PowerDsine and Motorola, and distribute information to the
                    project team.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 5

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                o   Ensure the project is completed on time and within budget.

        The Program Managers for the respective companies will be:

    o   PowerDsine:**

    o   Motorola: **

        5.2.    Formal communications for purpose of program management between
                Motorola and PowerDsine will consist of:

                o   Weekly conference calls to review progress of the RON to the
                    specification set forth in this Agreement. Distribute
                    minutes of each call to all parties.

                o   Monthly meetings corresponding to key milestones in the
                    schedule of work.

6.      DELIVERY OF RON

        6.1.    Engineering Samples: Motorola will deliver to PowerDsine **
                pieces of Engineering Samples (** in ceramic package and ** in
                plastic package) in accordance with the Schedule of Work. Both
                Motorola and PowerDsine will begin analysis of these Engineering
                Samples to ensure compliance with the Specification and any
                design changes. Should the Engineering Samples meet the
                Prototype acceptance guidelines (Exhibit 6) they will be
                considered Prototypes. Motorola and PowerDsine will jointly
                review the Engineering Samples to determine if the Engineering
                Samples are acceptable for Customer Sampling even though
                additional engineering work is required to meet the Prototype
                guidelines. Upon acceptance of the Engineering Samples for
                customer sampling by PowerDsine, Motorola will provide up to **
                RON's in plastic package at no cost to PowerDsine within two to
                four (2-4) weeks after such acceptance. These RON's are only for
                development and for customer sampling in order to promote and
                develop the commercial market for the RON and cannot be sold.

        6.2.    ITERATION OF THE ENGINEERING SAMPLES - If the Engineering
                Samples do not meet the functional requirements of the
                Specification (based on mutual agreement), Motorola will perform
                a revision of the circuit ( e.g. modification of the circuit,
                new simulation, production of new Engineering Samples,
                preparation of masks, etc) at its own expense.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 6

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        6.3.    DELIVERY OF PROTOTYPES: Motorola shall deliver to PowerDsine **
                pieces of RON Prototypes at no cost (part of the NRE payment)
                following the approval of the Engineering Samples . These
                Prototypes shall meet the Design Release specification (as per
                Exhibits 3 & 4) mutually signed by both parties. PowerDsine must
                accept those Prototypes in accordance with the acceptance
                criteria contained in Section 7 before Motorola will commence
                production of additional RONs.

7.      PROTOTYPE ACCEPTANCE

        7.1.    PowerDsine will evaluate the RON Prototypes to determine if
                those RON Prototypes comply with the specifications established
                in Exhibit 3. Minor deviations from the specifications that do
                not impact the RON's form, fit, or function are allowed. Within
                eight (8) weeks after Motorola ships the RON Prototypes to
                PowerDsine, PowerDsine will submit a written notice of
                acceptance or rejection to Motorola using the RON Prototype
                Approval Notification form (Exhibit 6). Approval will not be
                unreasonably conditioned, withheld, or delayed. If Motorola has
                not received this form from PowerDsine within this eight (8)
                week period, all RON Prototypes shipped will be deemed accepted.

        7.2.    If PowerDsine rejects the RON prototypes, the parties will
                jointly analyze the issues associated with that rejection in
                order to establish the extent and basis for rework. If rework is
                needed due to PowerDsine's error, PowerDsine will be responsible
                for costs associated with such rework. There will be no charge
                to PowerDsine for rework needed due to Motorola's error.

        7.3.    Production orders are required to be placed in accordance with
                standard lead times established by Motorola. Motorola will use
                commercially reasonable efforts to ensure that delivery will
                occur no later then thirteen (13) weeks from the date Motorola
                receives any order. Motorola will accept first production orders
                after the signing of the Custom Design Prototype Approval
                Notification (Exhibit 6) by PowerDsine.

8.      PRODUCTION OF RON

        8.1.    During the term of this Agreement, PowerDsine will exclusively
                obtain from Motorola the RON, or any


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 7

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                substantially similar integrated circuit having the same fit and
                function described in the Specification attached hereto as
                Exhibit 3. Pricing terms for the RON are set forth in Exhibit 7.
                All sales by Motorola to PowerDsine will be governed by
                "Motorola's Standard Terms and Conditions of Sale" (Exhibit 8).
                If there is a conflict between the terms of this Agreement and
                the terms contained in "Motorola's Standard Terms and Conditions
                of Sale," this Agreement controls.

        8.2.    Motorola will exclusively sell the RON to PowerDsine. In the
                event that Motorola identifies a business opportunity at
                customers that are not yet served by PowerDsine, Motorola may
                recommend that PowerDsine call upon such customers. PowerDsine
                may, at its discretion, ask Motorola to support PowerDsine in
                penetrating such customers.

        8.3.    It is expected that Motorola will have a cumulative sales of **
                units of the RON integrated circuit by the second anniversary of
                the date that Motorola ships the first fully qualified RON to
                PowerDsine, or June 30, 2006 which ever is last to occur (the
                "Anniversary Date"), and that such sales will fully compensate
                Motorola for the remaining development cost of the RON
                integrated circuit (** U.S dollars on top of the NRE).

                In the event, Motorola has not sold such quantity of the RON
                integrated circuit by the Anniversary Date, and PowerDsine has
                not terminated this agreement pursuant to the terms of 11.1 or
                11.2,or Motorola has not terminated this Agreement pursuant to
                Sections 11.4 and 17.9, PowerDsine or its assignee pursuant to
                the terms of 17.9 agrees to compensate Motorola for the
                remaining portion of un-recovered development costs by selecting
                one of the following options:

                        1.      PowerDsine will pay Motorola the remaining value
                                of the development cost that is not covered by
                                the cumulative procurement of the RON integrated
                                circuit within 30 days after the Anniversary
                                Date.

                        2.      PowerDsine will order from Motorola within 30
                                days after the Anniversary Date the remaining
                                units to complete a cumulative quantity sold by
                                Motorola of ** units.

                        3.      PowerDsine will provide Motorola the rights to
                                sell the RON integrated circuit to the open
                                market. In such case PowerDsine and Motorola
                                will enter in good faith negotiations to
                                establish fair and reasonable terms. If the
                                parties are unable to agree on such terms within
                                45 days after the Anniversary Date, or at any
                                time prior to


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 8

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                                the parties' agreement on such terms, Motorola
                                may decide that it does not desire to sell the
                                RON to the open market, and in such an event
                                PowerDsine shall elect, at its own discretion
                                either options 8.3.1 or 8.3.2 hereof. :

        8.4.    PowerDsine will not use Motorola IP or Confidential Information
                of Motorola for any purpose other than for the performance of
                express obligations under this Agreement. Motorola will not use
                PowerDsine IP or Confidential Information of PowerDsine for any
                purpose other than for Motorola's performance of express
                obligations under this Agreement. This provision does not
                restrict Motorola from using independently conceived or
                developed ideas, concepts, techniques, designs and/or devices to
                develop intellectual property that does not contain any
                PowerDsine IP and are not "RON-like" (as such term is defined in
                this Section 8.4).

                Notwithstanding the foregoing, for a period of 12 months after
                the Qualification of the RON, Motorola shall not design any
                devices for the PoE market that are Ron-like or are used for the
                same purpose or perform the same functions as the RON.

                After this period of time, if Motorola desires to develop for
                other customers PoE devices that are Ron-Like or are used for
                the same purpose and perform the same functions as the RON then
                the following steps will occur in the order prescribed herein:

                        a)      First, Motorola will use commercially reasonable
                                efforts to offer the RON through PowerDsine to
                                such other customers

                        b)      Second, if modification to the Specification is
                                required, Motorola and PowerDsine will work in
                                good faith to design a revision of the
                                Specification to meet the needs of the customers
                                and if successful, Motorola and PowerDsine will
                                negotiate in good faith, and enter into an
                                agreement substantially similar to this
                                Agreement governing the manufacture of the
                                modified RON by Motorola and its sale to
                                customers by PowerDsine

                        c)      Third, if (i) any customer involved desires to
                                work only with Motorola, without any involvement
                                by PowerDsine, , or (ii) Motorola and
                                PowerDsine, after a commercially reasonable good
                                faith effort are not able to agree on the
                                modifications necessary to implement Section
                                8.4(b) above,then Motorola and PowerDsine will
                                enter into good faith negotiations and shall
                                develop and enter into a fair agreement to cover
                                use of


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                              Page 9

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                    PowerDsine IP and  PowerDsine  patents and the  intellectual
                    property jointly developed by PowerDsine and Motorola during
                    the terms of this agreement.

                "RON-Like" is defined as a device that has the basic
                functionalities of input and output as the Specification
                outlined in Exhibit 3 regardless of the number of ports
                involved.

        8.5.    Motorola will notify PowerDsine in accordance with Motorola's
                standard End-of-Life policy to allow final orders and shipments
                of RON.

9.      OWNERSHIP, LICENSE OF RIGHTS AND RESTRICTIONS

        9.1     PowerDsine owns and will continue to own all rights title and
                interest in the PowerDsine IP. PowerDsine hereby grants to
                Motorola a worldwide, non-assignable royalty free right and
                license to use, make, have made, import, reproduce and modify
                the PowerDsine IP solely for purposes set forth in this
                Agreement and during the term hereof. Further, subject to
                Section 8.3.3, the licenses granted to Motorola herein are
                conditioned and contingent upon the fact that Motorola may sell
                or offer to sell the RON solely to PowerDsine and its permitted
                assignees during the term of this Agreement.

        9.2     Motorola owns and will continue to own all rights title and
                interest in the Motorola IP. Motorola hereby grants to
                PowerDsine a worldwide, non-assignable royalty free right and
                license to use, sell and offer to sell the Motorola IP solely
                for the purposes set forth in this Agreement.

        9.3     Nothing in this Agreement shall be construed to grant to either
                party (either expressly, by implication, or by way of estoppel)
                any license to any Intellectual Property Right of the other
                party, other than as expressly provided in Section 9.1 and 9.2
                of this Agreement.

        9.4     Mask sets, design tapes, processing information, internal ASIC
                block circuit design data, test pattern data and any other
                rights and information relating to the foregoing needed to
                manufacture the RON are the sole property of Motorola.

        9.5     All discoveries, improvements, inventions, copyrights, and trade
                secrets, made in the performance of this Agreement solely by
                Motorola personnel will be the sole and exclusive property of
                Motorola, subject


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 10

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                only to a grant to PowerDsine of licenses thereto in accordance
                with Section 9.2 above. Motorola will retain any and all rights
                to file any patent applications thereon.

        9.6     All discoveries, improvements, inventions, copyrights, and trade
                secrets, made in the performance of this Agreement solely by
                PowerDsine personnel will be the sole and exclusive property of
                PowerDsine subject to the licenses granted in Section 9.1 above
                and PowerDsine will retain any and all rights to file any patent
                applications thereon.

        9.7     All discoveries, improvements, inventions, copyrights, and trade
                secrets, made in the performance of this Agreement jointly by
                PowerDsine personnel and Motorola personnel, will be the
                property jointly owned by PowerDsine and Motorola, each party
                having an equal and undivided interest therein.

        9.8     In the case of each discovery, improvement or invention jointly
                owned by PowerDsine and Motorola in accordance with section 9.7,
                each party claiming such a joint invention that desires to file
                a patent applications with respect thereto shall notify the
                other party, in writing, of its intent and provide sufficient
                details to enable the other party to review the claimed
                invention (the "Filing Notification"). Within 30 days from the
                date of the Filing Notification Motorola will have the first
                right of election to file patent applications in the United
                States and other countries in the names of PowerDsine and
                Motorola as joint owners. Motorola will notify PowerDsine in
                writing, within such 30-day period, whether or not, and in which
                countries of the world, Motorola elects to file such patent
                application. PowerDsine will have the right to file patent
                applications on such discovery improvement or invention in all
                other countries in the names of PowerDsine and Motorola as joint
                owners. The filing party shall provide the other party a for
                review a copy of any application(s) or other documents related
                thereto it intends to file and allow the other party sufficient
                time, under the circumstances involved, to provide its comments.
                Each party, at its own expense, will cooperate fully with the
                filing party as may be reasonably necessary for the proper
                preparation, filing and prosecution of each such patent
                application and the maintenance, renewal and defense of each
                patent covering such discovery, improvement or invention. The
                expense for preparing, filing and prosecuting each joint
                application, and for issuance of the respective patent will be
                borne by the party that prepares and files the application.
                Where (i) such joint application for patent is filed by either
                party in a country which requires the payment of taxes or
                annuities on a pending application or on an issued patent, or
                (ii) where payment is required in connection


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 11

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                with the defense of any such patent issued or application, then
                the filing party or the party making the decision to defend such
                patent prior to filing, or the taking of any action to so defend
                the patent or application, will notify the other party
                requesting the other party to indicate whether it will agree to
                pay one-half of such taxes, annuities or defense costs.. If
                within sixty (60) days after receiving such notice, the
                non-filing party fails to assume in writing the obligation to
                pay its one-half (1/2) share of such taxes, annuities or defense
                costs, or if either party subsequently fails, within sixty (60)
                days of demand to continue such payments, it relinquishes to the
                other party, providing the other party continues such payments,
                its right, title and interest to such application and patent,
                subject, however, to retention of paid-up nonexclusive,
                nonassignable and irrevocable license, in favor of the
                relinquishing party and its Subsidiaries to make have made, use,
                lease, sell, or otherwise dispose of apparatus and/or methods
                under that application and patent If time is of the essence with
                respect on any filing, then prior to the date of the Filing
                Notification, the relevant party may, upon five-days notice to
                the other party and providing the other party the opportunity to
                participate in the process, file a provisional patent
                application in the name of Motorola and PowerDsine, and
                thereafter the provisions of this Section shall apply with
                respect to such application and the prosecution thereof and
                subsequent related non-provisional filing.

        9.9     If the filing party decides to abandon, or otherwise is unable
                to prosecute, any jointly owned patent application, or is unable
                to maintain, defend or renew any jointly owned patent, it will
                notify the other party thereof, in writing, at the earliest
                practicable date and will assign to the other party its rights
                in such invention, and such other party will have the right, at
                its expense, to prosecute such application or to take up such
                maintenance or defense, or prosecute such renewal, as the case
                may be. The filing party agrees, at the other party's expense,
                to cooperate fully with the other party to assist the other
                party in obtaining, maintaining, defending and renewing such
                patent right hereunder. The party exercising its right under
                this Section 9.9 will be deemed "the filing party" for purposes
                of Sections 9.8 and 9.9.

        9.10    Except with respect to any patent that has been abandoned by it,
                from and after the date of such abandonment, each party may use
                and may grant licenses (that do not preclude the other
                non-abandoning party from granting similar licenses) under any
                terms and conditions that it desires under each jointly owned
                patent application or patent, provided that it has fulfilled its
                obligation, if any, to pay its share of taxes or annuities
                imposed on such pending application or patent; and such party
                will retain any consideration that it may receive therefore
                without


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 12

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                having to account to the other joint owner. Each party consents
                to the granting of such non-exclusive licenses by the other
                party, and agrees not to assert any claim with respect to any
                such patent or application used or licensed by the other party
                (except to a permitted assignee hereunder) against the licensee
                or licensees thereunder for the terms of any such license.
                Neither party will assign to a third party such party's joint
                ownership of patents developed hereunder.

        9.11    Except with respect to any copyright that has been abandoned by
                it, from and after the date of such abandonment, each party may
                grant licenses (that do not preclude the other non-abandoning
                party from granting similar licenses) under any terms and
                conditions that it desires under any jointly owned copyrights
                without accounting to the other party. A party will be deemed to
                abandon the its claims to a jointly owned copyright if it
                decides not to participate in any defense of such copyright or
                fails to pay half of the costs associated with such defense, as
                long as the other party has continued to make such payments.

10.     TERM OF AGREEMENT

        The term of this Agreement is from the Effective Date through December
31, 2007. If the parties fail to reach a mutual agreement in writing to extend
the terms of this agreement by March 30, 2008, then the Agreement will
automatically terminate. Both parties agree to work in good faith to negotiate
an extension based on current market conditions.

11.     TERMINATION OF AGREEMENT

        11.1.   Either party may terminate this Agreement immediately upon
                written notice if the other party (i) becomes insolvent or
                bankrupt or admits its inability to pay its debts as they
                mature, (ii) makes an assignment for the benefit of its
                creditors, or (iii) ceases to function as a going concern or to
                conduct its operations in the normal course of business.

        11.2.   Either party may terminate this Agreement due to the other
                party's material breach if (i) the party alleging the breach
                provides written notice to the other party of the occurrence and
                nature of the breach, and (ii) the party receiving the notice
                fails to correct the breach within thirty (30) days of receipt
                of the notice.

        11.3.   After acceptance of the RON, pursuant to Section 7.1 then upon
                termination or expiration of this Agreement for any reason and
                for a period of eighteen (18) months thereafter, Motorola shall
                continue to supply RON to PowerDsine pursuant to the terms
                hereof, provided, however, that if such termination was due to a
                payment default by PowerDsine, Motorola, prior to shipping any
                such post-termination orders may request and obtain from
                PowerDsine adequate assurances of payment of any such orders.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 13

<PAGE>


                Orders must be placed within the first 9 months after the
                termination, and delivery of all orders so placed shall be
                within 18 months after termination. Orders will be made in a
                minimum order quantity equal to 10,000 units and will be
                non-cancelable and non-returnable (except according to the
                provisions of 17.2)

        11.4.   For the puposes of this Agreement "Technical Infeasibility"
                shall mean a situation in which Motorola, after using
                commercially reasonable efforts, is unable to develop a
                manufacturable or qualifiable mass produced version of the RON
                after 5 mask sets and 12 months of effort from the time that the
                Engineering Samples were approved by PowerDsine pursuant to
                Section 6 hereof. . Motorola shall give PowerDsine prompt
                written notice of the occurrence of a Technical Infeasibility,
                and within 10 days of the date of said notice, Motorola and
                PowerDsine shall cooperate and work together in good faith for
                at least 30 days to develop a plan to have the specifications
                modified so that the RON is so manufacturable or qualifiable In
                the event that after working together for such 30 day period,
                PowerDsine and Motorola are unable to modify the specifications
                in order for Motorola to develop a manufacturable or qualifiable
                RON, then Motorola may terminate this Agreement ("Technical
                Infeasibility Termination") upon thirty (30) days written notice
                to PowerDsine. In the event of Technical Infeasibility
                Termination Motorola shall provide RON product to PowerDsine for
                a period of 12 months from the Technical Infeasibility
                Termination date at a price that will be negotiated by the
                parties in good faith.

        11.5.   Upon the expiration or termination of this Agreement for any
                reason, the parties will, upon request of the other party,
                return or submit evidence of destruction of all Confidential
                Information of the other party.

        11.6.   If PowerDsine terminates this Agreement under Sections 11.1 or
                11.2 before acceptance of the RON prototype, Motorola will
                return the entire NRE payment to PowerDsine. Otherwise, no
                termination of this Agreement obligates Motorola to refund NRE
                payments.

12.     INDEMNIFICATION

        PowerDsine agrees to defend, at its expense, any claim, suit, or
        proceeding asserted against Motorola based upon a claim that the
        PowerDsine IP infringes a valid U.S. patent, or copyright, or
        misappropriates a trade secret. PowerDsine will also pay costs and
        damages finally awarded in any such suit or proceeding. PowerDsine's
        obligations hereunder are subject to the conditions that PowerDsine


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 14

<PAGE>


        is: (1) promptly notified by Motorola in writing as soon as reasonably
        practicable after Motorola first becomes aware of the claim of
        infringement or misappropriation, but in no event later than fifteen
        (15) days of the date on which Motorola first received notice of the
        claim; and (2) at PowerDsine's request and expense, given sole control
        of the suit and all requested assistance for defense of same. PowerDsine
        shall not be liable for any settlement made without its written consent.
        This indemnity does not extend to any suit based upon any infringement
        or alleged infringement arising from products containing PowerDsine IP :
        (1) that are alterations of the RON not directed or approved by
        PowerDsine or the combination of the RON with products or elements not
        furnished by PowerDsine, without PowerDsine's direction or approval, if
        the alleged infringement would not have occurred but for such alteration
        or combination; (2) to the extent such suit is based on Motorola IP
        contained in such products, or to elements of the RON designed or
        manufactured in accordance with Motorola's designs, specifications or
        instructions if the alleged infringement would not have occurred but for
        such Motorola IP, designs, specifications or instructions; or (3) that
        are designed or manufactured in compliance with standards issued by any
        public or private standards body if the alleged infringement would not
        have occurred but for compliance with such standards The foregoing
        states PowerDsine's entire liability for intellectual property
        infringement.

13.     LIMITATION OF LIABILITY

        IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR
        OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR
        PUNITIVE DAMAGES, TO THE FULL EXTENT THESE MAY BE DISCLAIMED BY LAW. THE
        FOREGOING LIMITATION DOES NOT LIMIT THE PARTIES' EXPRESS INDEMNITY
        OBLIGATIONS UNDER THIS AGREEMENT, OR LIMIT THE PARTIES' LIABILITY FOR
        BREACH OF CONFIDENTIALITY OBLIGATIONS EXPRESSLY SET FORTH IN THIS
        AGREEMENT.

14.     FORCE MAJEURE

        No party will be liable for any delay or non-performance of its
        obligations under this Agreement resulting from a "Force Majeure Event".
        "Force Majeure Event" means an event that is: (1) beyond the reasonable
        control of the party claiming a Force Majeure Event, (2) not reasonably
        foreseeable, (3) not due to the fault or negligence of the party
        claiming a Force Majeure Event, and (4) not capable of being overcome
        without unreasonable expense. The party claiming a Force Majeure Event
        will notify the other party immediately upon learning of the likelihood
        or existence of the Force Majeure Event. The party claiming a Force
        Majeure Event must exercise reasonable efforts to mitigate the effect of
        the Force Majeure Event. A party impacted by a Force Majeure Event will
        be


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 15

<PAGE>


        entitled to an equitable adjustment in the performance of its
        obligations that were excused by the Force Majeure Event. If the
        duration or impact of a Force Majeure Event becomes material, the
        parties can determine whether to terminate the Agreement.

15.     CONFIDENTIAL INFORMATION

        15.1    GENERAL. During the term of this Agreement and for a period of 3
                years from the expiration or termination of this Agreement, a
                receiving party will (i) not disclose Confidential Information
                to any third party; (ii) restrict disclosure of Confidential
                Information to only those employees, agents or consultants of
                the receiving party, or any Affiliate of the receiving party,
                who must be directly involved with the Confidential Information
                for the purposes of this Agreement and who are bound by
                confidentiality terms substantially similar to those in this
                Agreement; (iii) not reverse engineer, de-compile or disassemble
                any Confidential Information; (iv) use the same degree of care
                as for its own information of like importance, but at least use
                reasonable care, in safeguarding against disclosure of
                Confidential Information; and (v) promptly notify the disclosing
                party upon discovery of any unauthorized use or disclosure of
                the Confidential Information and take reasonable steps to regain
                possession of the Confidential Information and prevent further
                unauthorised actions or other breach of this Agreement.

        15.2    REQUIRED DISCLOSURE. If a party is required by law in any
                judicial or governmental proceeding or otherwise to disclose any
                Confidential Information belonging to the other party, the first
                party will give to the other party prompt written notice of the
                request so that the other party may seek a protective order or
                appropriate remedy. If, in the absence of a protective order,
                the first party determines, upon the advice of counsel, that it
                is required to disclose Confidential Information belonging to
                the other party, it may disclose the documentation only to the
                extent compelled to do so.

        15.3    OWNERSHIP AND RETURN. Confidential Information remains the
                property of the disclosing party and will not be copied without
                the express written permission of the disclosing party, except
                for copies that are absolutely necessary in order to perform its
                obligations under this Agreement. Upon expiration or termination
                of this Agreement, a receiving party will return all
                Confidential Information to the disclosing party along with all
                copies and portions thereof, or, if acceptable to the disclosing
                party, certify in writing that all Confidential Information has
                been destroyed. However, the receiving party may retain one
                archival copy of the Confidential Information, which it may use
                only in case of a dispute concerning this Agreement.

        15.4    Neither party is obligated to limit or restrict the assignment
                of employees or agents, or to pay any royalties or other
                consideration subject to the Confidentiality provisions of this
                Agreement.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 16

<PAGE>


16      NOTICES

        All notices and other communications under this Agreement will be made
in writing, and will be effective when received at the following addresses:

Motorola:         Ciaran Connell and Luc Darmon
                  Motorola Semiconductors SAS
                  TSPG - APD
                  Le Mirail - BP 1029
                  31023 Toulouse cedex
                  FRANCE

                  cc: Stacy McCracken
                  Group Contracts Manager - TSPG
                  6501 William Cannon Drive West
                  Austin, TX 78735

PowerDsine:       Ilan Atias
                  Asaf Silberstein

                  1 Hanagar St.,
                  P.O. Box 7220
                  Neve Ne'eman Industrial Zone
                  Hod Hasharon 45421, Israel

                  With a copy to:
                  David Goren
                  PowerDsine, Inc.
                  1865 New Highway, Suite 2
                  Farmingdale, New York 11735

Either party may change its notice information upon notice to the other party.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 17

<PAGE>

17.     GENERAL TERMS

        17.1.   EXPORT. If, at the time or times of Motorola's performance
                   hereunder, an export license is required for Motorola to
                   lawfully export materials necessary for the design activities
                   contemplated in this Agreement, then the issuance of the
                   appropriate licenses to Motorola or its subcontractor
                   constitutes a condition precedent to Motorola's obligations
                   under this Agreement. The parties will comply with all
                   applicable export laws, regulations and orders.

        17.2.   WARRANTY. RON warranty is outlined in Motorola's Standard Terms
                   and Conditions of Sale (Exhibit 8) in section 3 a.

        17.3.   SURVIVAL. Upon the expiration or termination of this Agreement
                   for any reason, the following Sections survive: 9,10, 11.3,
                   12,13,15,16,17

        17.4.   PUBLICITY. Neither party may issue any press release or make any
                   public disclosure regarding this Agreement or its contents
                   without the prior written consent of the other party, which
                   consent will not be unreasonably withheld or delayed.

        17.5.   RELATIONSHIP OF THE PARTIES. The parties are independent
                   contractors. Nothing in this Agreement will be construed to
                   create any partnership, joint venture, or similar
                   relationship. Neither party is authorized to bind the other
                   to any obligations with third parties.

        17.6.   SEVERABILITY. If any provision of this Agreement is held invalid
                   or unenforceable, the remaining provisions of this Agreement
                   will be unimpaired and the invalid or unenforceable provision
                   will be replaced with a provision that is valid and
                   enforceable and that comes closest to the parties' intention
                   underlying the invalid or unenforceable provision. However,
                   if the proposed modification or replacement of the invalid or
                   unenforceable provision is held to deprive a party of a
                   material benefit, the Agreement will terminate immediately.

        17.7.   AMENDMENTS AND WAIVERS. No amendment of this Agreement will be
                   valid unless stated in writing and signed by authorized
                   representatives of the parties. No waiver of any default,
                   misrepresentation or covenant will affect any prior or
                   subsequent default, misrepresentation, or covenant.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 18

<PAGE>

        17.8.   NO THIRD PARTY BENEFICIARIES. This Agreement is for the
                   exclusive benefit of the parties and does not create any
                   rights enforceable by any third party.

        17.9.   SUCCESSION AND ASSIGNMENT. This Agreement binds and inures to
                   the benefit of the parties and their permitted successors and
                   assigns. Neither party may assign this Agreement in whole or
                   in part, or any of its rights, interests, duties or
                   obligations under this Agreement, without the prior written
                   approval of the other party which approval will not be
                   unreasonably withheld or delayed. Notwithstanding the
                   foregoing, upon no less than 45 days' advance written notice
                   to the other party each party shall have the right to assign
                   this Agreement without the other party's prior written
                   approval to any third party in connection with the transfer
                   of all or substantially all of its assets or the assets of
                   the business unit relating to this Agreement, or the sale,
                   exchange or transfer of the stock or shares of such
                   transferring party resulting in a change in its effective
                   control where such transferring party is not the surviving
                   entity, if (i) such assignee executes an undertaking to be
                   bound by all of the obligations of the assigning party under
                   this Agreement; and (ii) with respect to a proposed
                   assignment by PowerDsine, if such assignee or proposed
                   assignee is deemed, by Motorola, in its sole discretion to be
                   a competitor of Motorola, then Motorola, within 20 days of
                   receipt of notice from PowerDsine concerning the identity of
                   such acquiring party (which notice may be given by PowerDsine
                   at any time prior to the closing of the transaction but in
                   any event no later then 30days prior to the closing date of
                   the proposed transaction), at its sole discretion, subject to
                   the provisions of the last paragraph of this Section 17.9,
                   may terminate this Agreement upon giving written notice of
                   termination ( the "17.9 Termination Notice"), and the
                   termination will be effective upon PowerDsine's receipt of
                   the 17.9 Termination Notice or the date on which the first
                   qualified mass produced version of the RON has


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 19

<PAGE>

                   been received by PowerDsine, which ever is last to occur (the
                   "17.9 Termination Date"). For purposes of the foregoing (i)
                   "control" means the direct or indirect ability or power to
                   direct, or cause the direction of, the management and
                   policies of a party, whether through the ability to vote a
                   party's securities, by contract or otherwise. As of Effective
                   Date of this Agreement, Motorola considers the companies
                   listed on Exhibit 12 to be competitors. This list of
                   competitors is not intended to be inclusive of all companies
                   deemed to be competitors by Motorola, but is only intended to
                   provide PowerDsine with a list of the types of companies that
                   Motorola deems competitors as of the Effective Date.

                   During the period between the 17.9 Termination Notice and the
                   17.9 Termination Date PowerDsine will isolate the employees
                   of PowerDsine that have access to Motorola Confidential
                   Information.. At no time should Confidential Information
                   subject to this agreement, be made accessible to an assignee
                   or a proposed assignee. Upon termination of this Agreement by
                   Motorola pursuant to this Section 17.9, Motorola shall
                   continue to sell RON product to PowerDsine for a period of
                   eighteen (18) months from the 17.9 Termination Date and the
                   provisions of Section 11.3 shall apply with respect to such
                   post-termination sales.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 20

<PAGE>


        17.10.  COUNTERPARTS. This Agreement may be executed in one or more
                   original counterparts, all of which together will constitute
                   one agreement, and facsimile signatures will have the same
                   effect as original signatures.

        17.11.  HEADINGS AND CAPTIONS. Section headings and captions contained
                   in this Agreement are for convenience only and will not
                   affect the meaning or interpretation of this Agreement.

        17.12.  CONSTRUCTION. Both parties have had adequate opportunity to
                   obtain legal representation and this Agreement reflects arms'
                   length negotiations. Neither party will be deemed the drafter
                   and no ambiguity in the Agreement will be construed against
                   either party.

        17.13.  DISPUTE RESOLUTION. The parties will attempt to settle all
                   disputes arising under or in connection with this Agreement
                   through consultation and negotiation in good faith and a
                   spirit of mutual cooperation. If those attempts fail the
                   parties may also agree to consider (but will not be obligated
                   to engage in) forms of binding or non-binding alternative
                   dispute resolution ("ADR") such as neutral fact-finding,
                   mediation, arbitration or a minitrial. Any dispute that is
                   not resolved by the parties through negotiation or ADR within
                   4 months of the date of the initial demand for resolution by
                   either party may then be submitted to the courts for
                   resolution. Exclusive jurisdiction and Venue for any
                   litigation will be in New York County, New York. The use of
                   ADR procedures will not be construed under the doctrines of
                   laches, waiver or estoppel to affect adversely the rights of
                   either party. Nothing in this Section will prevent either
                   party from resorting to judicial proceedings if: (i) good
                   faith efforts to resolve the dispute under these procedures
                   have been unsuccessful; (ii) interim relief from a court is
                   necessary to prevent material and irreparable injury to one
                   party or to third parties; (iii) necessary to prevent or stop
                   a breach of any confidentiality provision or intellectual
                   property rights set forth in this Agreement; or (iv)
                   necessary to avoid the expiration of any applicable statute
                   of limitations.

        17.14.  GOVERNING LAW. This Agreement will be governed by, construed,
                   and enforced in accordance with the laws


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 21

<PAGE>


                   of the State of New York as if entered into in that State by
                   citizens of that State to be performed wholly within that
                   State, and without regard to its conflict of laws provision.
                   The United Nations Convention on Contracts for the
                   International Sale of Goods will not apply to this Agreement.

        17.15.  AUTHORITY. Each party represents and warrants that (i) it has
                   the authority to enter into this Agreement without any
                   additional approvals or consents, (ii) the person executing
                   this Agreement on its behalf is duly authorized, and (iii) to
                   the best of its knowledge, this Agreement is fully
                   enforceable in accordance with its terms.

        17.16.  ENTIRE AGREEMENT. This Agreement, including its attachments,
                   constitutes the entire agreement between the parties
                   regarding its subject matter, and supersedes all prior
                   communications, negotiations, understandings, agreements or
                   representations, either written or oral, between the parties
                   regarding its subject matter.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their respective names by their duly authorized representatives.

MOTOROLA, INC.

By (Signature):
               ----------------------------------

Printed Name:
               ----------------------------------

Title:
               ----------------------------------

Date Signed:
               ----------------------------------



POWERDSINE, INC.

By (Signature):
               ----------------------------------

Printed Name:
               ----------------------------------

Title:
               ----------------------------------

Date Signed:
               ----------------------------------


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 22

<PAGE>


RON IC PRODUCTS

                                    EXHIBIT 1

                                UNIQUE CONDITIONS

POWERDSINE PART NO:  PD-64012                DATE:
                                                  ------------------------------



The POWERDSINE RON product will have a Part Number:

MANUFACTURING ASSUMPTIONS

        1.      Motorola reserves the right to select both internal and external
                factories to perform all or part of the manufacture of RON.
                Every reasonable effort will be made to accommodate customer's
                Qualification requirements for bringing on additional capacity
                or factories.

        2.      Customer is required to qualify RONs from new factories within
                six months of receiving Motorola qualified samples from the new
                facility.

DESIGN DELIVERABLES TO ACCOMPANY DIGITAL DESIGN BLOCK

Design Deliveries will be as per PowerDsine and Motorola technical kick off
meeting in Toulouse, on Jan. 7, 2003. Design documentation will be as per
PowerDsine IC specification - as discussed and summarized during the technical
kick off meeting that tool place in Toulouse, on Jan 7, 2003.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 23

<PAGE>



                                    EXHIBIT 2

                                SCHEDULE OF WORK

                   CURRENT DATA TAKEN FROM MOU AND RFQ REV 2.0


POWERDSINE RON NO:        DATE:
                                 --------------------------------------------



The deliverables and their time scales will be monitored according to the
Program Management responsibilities outlined in the Agreement.

TECHNOLOGY DISCLOSURE:

     FROM POWERDSINE TO MOTOROLA:
     ----------------------------
     .
     ** REDACTED TABLE

     FROM MOTOROLA TO POWERDSINE:

** REDACTED TABLE

   KEY RON DEVELOPMENT MILESTONES:


------------------------------------------------------------------------------
                         SUBJECT                                 DATE
------------------------------------------------------------------------------

** REDACTED TABLE





** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 24

<PAGE>


                                    EXHIBIT 3

                               RON SPECIFICATIONS

FILES:

** REDACTED TABLE










MOTOROLA CUSTOM RON


for




POWERDSINE __________PROGRAM



FUNCTIONAL DESCRIPTION


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 25

<PAGE>


             RON DESIGN SPECIFICATIONS AND PERFORMANCE REQUIREMENTS








** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 26

<PAGE>


                                    EXHIBIT 4

                          RON IC DESIGN CHANGE REQUEST



DATE OF REQUEST:                         POWERDSINE:
                ------------------------            ----------------------------

RON IC NO.                               CHANGE NO.
          ------------------------------           -----------------------------

DESCRIPTION OF CHANGE:

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

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

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

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

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

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

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

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

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

ATTACHMENTS SUPPORTING THE REQUESTED CHANGE:

Specification No.                        Rev. No.
                 -----------------------         -------------------------------

Schematics No.                           Rev No.
              --------------------------        --------------------------------

Test Vector Set                          Rev. No.
               -------------------------         -------------------------------

Other
       ---------------------------------

Submitted By:                            Date:
             ---------------------------      ----------------------------------


DESIGN IMPACT:

Impact on design schedule or a specific milestone

Impact on the product cost

Number of mask layers requiring change:
                                       -----------------------------------------
Number of man-weeks to implement change:
                                       -----------------------------------------


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 27

<PAGE>


Total cost to implement change:
                               -------------------------------------------------
Motorola:                                PowerDsine:
         -------------------------------            ----------------------------

Does change require assignment of new part number:  YES/NO

Package type will change from                          to
                             -------------------------     ---------------------

COMPLETION DATE CHANGE:  ORIGINAL                     REVISED
                                 ---------------------       -------------------

APPROVED BY:

---------------------------------------- ---------------------------------------
          Product Marketing/Date               Design Center/Manager Date



POWERDSINE ACCEPTANCE:

By:                                      Date:
   -------------------------------------      ----------------------------------

Name:
     -----------------------------------
              (Printed/Typed)

Title:
      ----------------------------------


MOTOROLA ACCEPTANCE:

By:                                      Date:
   -------------------------------------      ----------------------------------

Name:
     -----------------------------------
              (Printed/Typed)

Title:
      ----------------------------------


Upon POWERDSINE acceptance and signature, forward copies of the Design Change
Request to:


         Motorola


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 28

<PAGE>


                                    EXHIBIT 5

                              FINAL DESIGN RELEASE

RON IC PART NO:                                   DATE:
               ----------------------------------      -------------------------


       Prototype Part Number
                                                       -------------------------
       Device Type/Technology:
                                                       -------------------------
       Prototype Package:
                                                       -------------------------
       Workstation Type/Software Version:
                                                       -------------------------
       Design Verification Module Revision #:
                                                       -------------------------




In signing this form, POWERDSINE acknowledges that all necessary tests have been
successfully completed. Furthermore, design release for prototypes is
authorized.





POWERDSINE:
           ---------------------------------------------------------------------
APPROVED BY:                             DATE:
            ---------------------------       ----------------------------------
              (Authorized Signature)

NAME:
     ---------------------------------------------------------------------------
TITLE:
      --------------------------------------------------------------------------
APPROVED BY:                             DATE:
            ---------------------------       ----------------------------------
              (Authorized Signature)

NAME:
     ---------------------------------------------------------------------------
TITLE:
      --------------------------------------------------------------------------


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 29

<PAGE>


                                    EXHIBIT 6

                       RON PROTOTYPE APPROVAL NOTIFICATION



DATE:
     -----------------------------------

     TO: Motorola, Inc.                  FROM:
                                              ----------------------------------

SELECT ONE OPTION

1.      This notification reflects that PowerDsine has approved the RON IC
        prototypes provided by Motorola to PowerDsine as meeting the
        specification provided in the Agreement between the parties and related
        functionality requirements and do hereby approve release of this device
        to Motorola's production process.

                                       or

1.      This notification reflects that PowerDsine has rejected the prototypes
        provided by Motorola to PowerDsine as not meeting the specifications
        provided in the agreement between the parties and related functionality
        requirements and do not approve release of this device to Motorola's
        production process




----------------------------------------- --------------------------------------
        POWERDSINE Representative (Print)
        (Signature)




----------------------------------------- --------------------------------------
        Representative's Title                        Phone Number


NOTE:   Upon completion, forward this form to Motorola


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 30

<PAGE>


                                    EXHIBIT 7

RON PRICING SCHEDULE

                RON IC PRICING (US $)

    **  REDCTED TABLE


        1.  All mentioned prices are in US Dollars ($)

        2.  Pricing assumes flexibility in use of foundries, subcontractors and
            new Motorola manufacturing sites




** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 31

<PAGE>


                                    EXHIBIT 8
                MOTOROLA'S STANDARD TERMS AND CONDITIONS OF SALE
                                 (COUNTER-OFFER)


        1.      PRODUCTS AND SALE TERMS. Buyer agrees to purchase and Motorola,
Inc., through its Semiconductor Products Sector ("Motorola") agrees to sell
products, which may include hardware, software, or a combination of hardware and
software (collectively "Products") under the terms of this document. Any terms
or conditions asserted by Buyer as applicable to this transaction, in a purchase
order, on a web site, or otherwise, are inapplicable.

        2.      DELIVERY AND PAYMENT; TITLE & RISK OF LOSS; TAXES. Delivery will
be FOB Motorola's point of shipment, with title and risk of loss passing to
Buyer at that point. Payment will be due thirty (30) days from the date of
invoice. Motorola will use commercially reasonable efforts to deliver Products
pursuant to a mutually agreeable schedule; however, delivery dates are
approximate and Motorola is not liable for delivery delays for any reason.
Notwithstanding anything in this document to the contrary, in the event of any
Product shortages Motorola reserves the right to adopt an equitable plan of
allocation and to adjust delivery schedules accordingly. Products must be
scheduled for delivery within six (6) months of receipt of Buyer's P.O. Buyer
agrees to pay all applicable taxes.

        3.      WARRANTY. Except as provided in subsection (c) below, Motorola
warrants that its Products sold hereunder will, at the time of shipment, be free
from defects in material and workmanship and will conform to Motorola's approved
specifications. If Products are not as warranted, Motorola shall, at its option,
and as Buyer's exclusive remedy, either refund the purchase price, repair, or
replace with the same or equivalent Products that meet this warranty. Buyer must
obtain a Return Material Authorization ("RMA") number and return nonconforming
Products FOB Motorola's designated facility. If Products are nonconforming,
Motorola shall reimburse Buyer's reasonable transportation charges for return of
Products. This warranty does not apply to Products that have been subjected to
improper testing, assembly, mishandling or misuse, whether by Buyer or others.
This warranty shall not be expanded, and no obligation or liability will arise,
due to technical advice or assistance, qualification or testing data,
computerized data, facilities or service Motorola may provide in connection with
Buyer's purchase.

        THIS WARRANTY EXTENDS TO BUYER ONLY AND MAY BE INVOKED ONLY BY BUYER FOR
ITS CUSTOMERS. MOTOROLA WILL NOT ACCEPT WARRANTY RETURNS FROM BUYER'S CUSTOMERS.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS, AND THE WARRANTY AGAINST
INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE
EXPRESSLY DISCLAIMED TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 32

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        (a)     TIME PERIOD. Except as provided in subsection (b) below,
Products are warranted for the longer of a period of three (3) years from date
of shipment, or for the same time period as specified in Buyer's standard
warranty, provided that Buyer warrants its product in writing and extends such
warranty to its customers at no additional charge.

        (b)     TIME PERIOD FOR DEVICE CHIPS AND WAFERS. Device chips and wafers
have received electrical probe/test and visual inspection and are warranted for
a period of ninety (90) days from date of shipment by Motorola. This warranty
shall not apply to device chips or wafers improperly removed from their original
shipping container, not stored per Motorola's recommended procedures, or
subjected to testing or operational procedures not accepted by Motorola in
writing.

        (c)     PRODUCTS PROVIDED "AS IS". Development products, including
without limitation prototypes and pre-production samples (whether or not paid
for by Buyer) are provided "AS IS".

        4.      INTELLECTUAL PROPERTY INDEMNIFICATION.

        (a)     Motorola agrees to defend, at its expense, any suits asserted
against Buyer based upon a claim that any Product purchased hereunder directly
infringes a valid U.S. patent or copyright, or misappropriates a trade secret,
and to pay costs and damages finally awarded based upon such claim in any such
suit, provided that Motorola is: (1) promptly notified by Buyer in writing as
soon as reasonably practicable after Buyer first becomes aware of the claim of
infringement or misappropriation, but in no event later than fifteen (15) days
of the date on which Buyer first received notice of the claim; and (2) at
Motorola's request and expense, given sole control of the suit and all requested
assistance for defense of same. Motorola shall not be liable for any settlement
made without its written consent. If the use or sale of any Products sold under
this document is enjoined as a result of such suit, Motorola at its option and
at no expense to Buyer, will: (1) obtain for Buyer the right to use and sell
such Products; (2) substitute an equivalent Product reasonably acceptable to
Buyer and extend this indemnity thereto; or (3) accept the return of the
Products and refund the purchase price less reasonable charge for prior use. If
an infringement or misappropriation claim related to the Products is alleged
prior to completion of delivery, Motorola shall have the right to decline to
make further shipments notwithstanding any other provision of this document.
This indemnity does not extend to any suit based upon any infringement or
alleged infringement arising from Products furnished by Motorola that are: (1)
altered in any way by Buyer or any third party if the alleged infringement would
not have occurred but for such alteration; (2) combined with any other products
or elements not furnished by Motorola if the alleged infringement would not have
occurred but for such combination; (3) designed or manufactured in accordance
with Buyer's designs, specifications or instructions if the alleged infringement
would not have occurred but for such designs, specifications or instructions; or
(4) designed or manufactured in compliance with standards issued by any public
or private standards body if the alleged infringement would not have occurred
but for compliance with such standards. In no event shall Motorola indemnify
Buyer, or be


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 33

<PAGE>


liable in any way, for royalties payable based on a per use basis, or any
royalty basis other than a reasonable royalty based upon revenue derived by
Motorola from Buyer from sales or license of the infringing Products. The
foregoing states Motorola's entire liability for intellectual property
infringement.

        Buyer agrees to defend any claim, suit, or proceeding asserted against
Motorola based upon a claim that any Product sold hereunder made to Buyer's
designs, specifications or instructions directly infringes a patent, or
copyright, or misappropriates a trade secret, and to pay costs and damages
finally awarded therefrom.

        (b)     The sale of Products does not convey any license, other than
those expressly granted herein, by implication, estoppel, or otherwise. THE
INDEMNITY PROVIDED BY MOTOROLA IN THIS SECTION IS THE SOLE, EXCLUSIVE AND ENTIRE
LIABILITY OF MOTOROLA AND THE REMEDIES PROVIDED IN THIS SECTION SHALL BE BUYER'S
EXCLUSIVE REMEDIES AGAINST MOTOROLA FOR PATENT OR COPYRIGHT INFRINGEMENT OR
TRADE SECRET MISAPPROPRIATION.

        (c)     Buyer, without the express prior written consent of Motorola,
has no right to use Motorola's trademarks, trade names, corporate slogans,
corporate logos, or corporate designations in the sale, lease or advertising of
any products, or any product container, component part, business forms, sales,
advertising or promotional materials, or other business supplies or materials,
whether in writing, orally or otherwise.

        5.      CONFIDENTIAL INFORMATION. All materials and Products furnished
by Motorola or Buyer and identified as containing confidential information must
be held in confidence by the recipient using at least the degree of care the
recipient uses for its own confidential information, but no less than reasonable
care. Recipient may not disclose such materials or confidential information
except to employees or agents who require use of the materials in the
performance of their duties. Confidential information does not include
information in the public domain, information known to the recipient prior to
any disclosure hereunder, information developed independently of any disclosure
hereunder, information later communicated to the recipient by another without
obligation of confidence, or information communicated by the owner to a third
party free of any obligation of confidence. The recipient shall hold all
confidential information and materials containing confidential information in
confidence for five (5) years after receipt. If the terms of this section
conflict with any confidentiality or nondisclosure terms agreed to by the
parties in a separate written agreement governing this transaction, the terms of
such separate agreement shall control.

        6.      LICENSED PROGRAMS. In the absence of a separate software
agreement between Buyer and Motorola, the following terms and conditions apply
to any software or firmware (software embedded in Products) in all forms,
including any documentation ("Licensed Programs") provided by Motorola:


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 34

<PAGE>


        (a)     Title to Licensed Programs delivered hereunder remains vested in
Motorola or Motorola's licensor and cannot be assigned or transferred. Buyer
agrees not to reverse engineer, disassemble, decompile, or modify any Licensed
Program or any portion thereof, provided that if Buyer violates this
restriction, Buyer hereby irrevocably assigns to Motorola all right, title and
interest to any modifications to a Licensed Program.

        (b)     At Motorola's discretion, Motorola may provide a single copy of
the Licensed Program to Buyer (a "Master Copy") or may provide individual copies
of the Licensed Program to Buyer in a number equal to the number of copies
purchased by Buyer.

(1)     Use and Reproduction Rights. If Motorola provides a Master Copy to
        Buyer, then Motorola grants to Buyer a non-exclusive license to
        reproduce up to the number of copies purchased by Buyer and to use such
        copies of the Licensed Program. If Motorola provides individual copies
        of the Licensed Program to Buyer, then Motorola grants to Buyer a
        non-exclusive license to use such individual copies of the Licensed
        Program and to make one archival copy of such Licensed Program.

(2)     Distribution Rights. Motorola grants to Buyer a non-exclusive license to
        distribute the number of copies of the Licensed Programs purchased,
        solely in conjunction with Buyer's subsequent sale of Buyer's products,
        and for execution on Motorola processors. Unless specifically authorized
        by Motorola in writing, the number of copies distributed must correspond
        on a one to one basis with the number of Motorola processors in Buyer's
        products. Buyer may grant end user licenses to end customers of Buyer's
        products as necessary for end customers to use such products.

(3)     Legends. Buyer agrees to reproduce all of Motorola's copyright notices
        and other proprietary legends on copies of Licensed Programs.

        (c)     Use of Licensed Programs is provided with RESTRICTED RIGHTS.
Use, duplication or disclosure by the U.S. Government is subject to restrictions
as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(l) and (2)
of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as
applicable. Manufacturer is Motorola, Inc., 6501 William Cannon Drive West,
Austin, TX, 78735.

        (d)     If Buyer is in default of any of the terms and conditions of
this document, the rights granted herein by Motorola may be terminated on thirty
(30) days prior written notice. Within thirty (30) days after termination, Buyer
will furnish to Motorola a certificate certifying that the original and all
copies of the Licensed Programs and derivative versions thereof, in whole or in
part and in any form, have been destroyed.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 35

<PAGE>


        7.      ORDER CANCELLATION; RESCHEDULED SHIPMENT

        (a)     Buyer may cancel orders for Products from Motorola's standard
products catalogue ("Standard Product") only if Motorola receives a written
cancellation notice no less than thirty (30) days prior to Motorola's planned
dock date.

        (b)     Buyer may cancel orders for non-standard, custom, semi-custom,
special product, or product unique to a customer, as such categories are defined
by Motorola (collectively "Special Product"), only if Motorola receives a
written cancellation notice no less than ninety (90) days prior to Motorola's
planned dock date, except that Buyer shall remain liable to pay for all
non-transferable and non-cancelable raw materials not retained by Motorola (as
determined by Motorola at Motorola's sole discretion) and work in process as of
the date that Motorola receives the notice. Buyer shall be entitled to such raw
materials following payment therefor, including payment of all applicable
transportation expenses. Buyer shall not be entitled to any work in process.

        (c)     Cancellation of orders for Standard Product or Special Product
on less than the required notice period shall be at Motorola's sole discretion.

        (d)     Buyer may reschedule the shipment date for Standard Product or
Special Product only if written notice is provided to Motorola no less than
thirty (30) days prior to Motorola's existing planned dock date. The rescheduled
shipment date for Special Product may not be more than ninety (90) days later
than the original scheduled planned dock date.

        (e)     Motorola reserves the right to cancel all or any part of an
order, without any liability to Buyer, if inaccurate information is supplied by
Buyer on Motorola's required OEM Certification Form, or if Buyer is in default
under any of the terms and conditions of this document.

        8.      SPECIAL PRODUCT. Shipment of Special Product within 5% of the
quantity ordered constitutes full shipment.

        9.      GOVERNMENT CONTRACT COMPLIANCE. If Buyer sells Products to the
U.S. Government, Motorola makes no representations, certifications, or
warranties whatsoever about compliance with acquisition statutes or regulations,
except Motorola will comply with the following clauses applicable to
subcontracts for commercial items: FAR 52.222-26, Equal Opportunity; FAR
52.222-35, Affirmative Action for Special Disabled and Vietnam Era Veterans; and
FAR 52.222-36, Affirmative Action for Handicapped Workers. Notwithstanding, if
Buyer sells Products to any other public entity, state, or local or
international, or to a prime contractor or subcontractor of such entities, Buyer
remains solely and exclusively liable for compliance with all acquisition
statutes and regulations. Except as expressly provided in this section, Motorola
makes no representations, certifications, or warranties whatsoever about
compliance with acquisition statutes and regulations, including, without
limitation, those that may relate to pricing, quality, origin or content.


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 36

<PAGE>


        10.     EXPORT CONDITIONS. If, at the time or times of Motorola's
performance hereunder, an export license is required for Motorola to lawfully
export Products, materials or technical data, then the issuance of the
appropriate licenses to Motorola or its subcontractor shall constitute a
condition precedent to Motorola's obligations hereunder. Buyer agrees to comply
with all applicable export laws, regulations and orders. Specifically, but
without limitation, Buyer agrees that it will not resell, re-export or ship,
directly or indirectly, any Products or technical data in any form without
obtaining appropriate export or re-export licenses. Buyer acknowledges that the
applicable export laws, regulations and orders may differ from item to item
and/or from time to time.

        11.     ANTI-PERSONNEL LANDMINES. Products are not intended or
authorized for use in anti-personnel landmines, and Buyer agrees they shall not
be used for such purpose. Upon request from Motorola, Buyer shall furnish a
written certification that neither Buyer nor Buyer's customers use or permit the
use of Products in anti-personnel landmines.

        12.     RESALE PROHIBITED. Buyer shall not resell Products, through
brokers, exporters, or otherwise, except as integrated into a product sold by
Buyer that contains substantial value added circuitry or software. If Buyer
breaches the terms of this section, in addition to Motorola's cancellation
rights, Buyer agrees to fully indemnify Motorola, its officers, employees and
distributors, from any and all liability related to such resale, including
attorneys' fees and costs.

        13.     DISCLAIMER FOR CRITICAL APPLICATIONS. Products are not intended
or authorized for use in products surgically implanted into the body, for life
support products or for other products for which a Product failure could cause
personal injury or death. If Buyer or Buyer's customers use or permit the use of
Products for such unintended or unauthorized uses, Buyer agrees to fully
indemnify Motorola, its officers, employees and distributors, from all liability
related to such use, including attorneys' fees and costs.

        14.     LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY, AND EXCEPT
FOR THE LIMITED LIABILITIES OTHERWISE PROVIDED IN SECTIONS 3 AND 4, MOTOROLA'S
TOTAL LIABILITY, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT
LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR
PRODUCTS SOLD HEREUNDER WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. IN
NO EVENT SHALL MOTOROLA BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

        16.     GENERAL. (a) ENTIRE AGREEMENT; AMENDMENT. This document
constitutes the entire and final agreement and supersedes all other
communications. No modifications shall be binding unless made in a written
amendment signed by both parties. (b) SEVERABILITY. If any provision is held
invalid, all other provisions


** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 37

<PAGE>


shall remain valid. (c) NO ASSIGNMENT. Neither party may assign its rights and
obligations without the prior written consent of the other. (d) EXCUSABLE DELAY.
Motorola shall not be liable for any delay or failure to perform due to any
cause beyond its control. (e) DISPUTE RESOLUTION. Motorola and Buyer will
attempt to settle all claims (other than claims relating to intellectual
property issues) through negotiation or non-binding mediation prior to
commencement of court proceedings. Any dispute that is not resolved within two
(2) months of the date of the initial demand may then be submitted to a court of
competent jurisdiction. (f) GOVERNING LAW. This document will be enforced and
construed in accordance with the laws of the State of Arizona.



** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 38

<PAGE>


                                    EXHIBIT 9
                                   MOTOROLA IP

This exhibit includes the initial list of Motorola intellectual property to be
provided under this Agreement. It includes but is not limited to the items set
forth in Appendix 1 of the quote dated Dec 11th, 2002.

MOTOROLA IP

    1.  MOTOROLA DESIGN FLOW **

    2.  ARCHITECTURE **

    3.  DIGITAL **

    4.  ANALOG **

    5.  TESTABILITY / VALIDATION **






** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 39

<PAGE>


                                   EXHIBIT 10
                                  POWERDSINE IP

**




** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 40

<PAGE>


                                   Exhibit 11
                        Motorola Design Flow Deliverables

                                ** Redacted Chart



** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 41

<PAGE>


                                   EXHIBIT 12
                       SAMPLE LIST OF MOTOROLA COMPETITORS

                                ** Redacted List




** Represents material which has been redacted and separately filed with the
commission pursuant to a Request for Confidential Treatment pursuant to Rule 406
under he securities Act of 1933, as amended.                             Page 42