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Exhibit 4.7

# Agreement for Purchase
and Sale of Goods

This Agreement for Purchase and Sale
of Goods, consisting of this Signature Page, the attached Terms and Conditions and all
exhibits attached hereto (collectively, the Agreement) is entered into
between Juniper Networks, Inc., a Delaware corporation, of 1194 N. Mathilda Ave,
Sunnyvale, CA 94089 (JNI) and the supplier identified below
(SUPPLIER) and will be effective as of January 1, 2007 (the
Effective Date). (SUPPLIER and JNI are herein occasionally referred to
individually as a Party and collectively as the Parties.).

The following Exhibits and Schedules
are attached and incorporated herein by this reference:

| |  | Terms
and Conditions
| | - | --------------------

| |  | Exhibit
A    Buyers*
| | - | --------------------

| |  | Exhibit
A1   Business Managers
| | - | ------------------------------

| |  | Exhibit
B    SUPPLIER Products and Initial Pricing*
| | - | ---------------------------------------------------

| |  | Exhibit
C    Shipping Point(s)
| | - | ------------------------------

| |  | Exhibit
D    Certain Specifications/Standards**
| | - | -----------------------------------------------

| |  | Exhibit
E    Flexibility Model / Buffer Stock/ Lead Times /
Cancellation/Rescheduling*
| | - | --------------------------------------------------------------------------------------

| |  | Exhibit
F    Catastrophic Failure**
| | - | -----------------------------------

| |  | Exhibit
G    Insurance
| | - | ----------------------

| |  | Exhibit
H    Security of Supply**
| | - | ---------------------------------

| |  | Exhibit
I     End of Life*
| | - | --------------------------

IN WITNESS WHEREOF, the Parties
execute this Agreement effective as of the Effective Date set forth above.

*     Portions
of the Exhibit have been omitted pursuant to a Request for Confidential Treatment under
Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including the
portions for which confidential treatment has been requested, has been filed separately
with the Securities and Exchange Commission.

**     This
Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule
24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including the
portions for which confidential treatment has been requested, has been filed separately
with the Securities and Exchange Commission.

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JUNIPER NETWORKS, INC.

By: _______________________________
Name:
Title:
Dated:

SUPPLIER:

__________________________________EZchip Technologies Ltd.

By:_______________________________
Name:
Title:
Dated:

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# TERMS AND CONDITIONS
OF Purchase and Sale of Devices (Terms and
Conditions)

1.     RECITALS.

1.1.        SUPPLIER
designs, has manufactured for it and sells goods (SUPPLIER           Product)
for use in computerized network equipment.

1.2.        JNI
and its Affiliates design, develop, have manufactured, sell and support           network
equipment (JNI Equipment), certain of which may incorporate
          SUPPLIER Product.

1.3.        JNI
and SUPPLIER desire that these Terms and Conditions apply to all purchases           of
SUPPLIER Product by JNI, by any of its Affiliates or by any of its authorized
          contract manufacturers purchasing SUPPLIER Product for use in JNI Equipment
(all           subject to the provisions contained in Section 3 below).

2.    DEFINITIONS.

2.1.        Affiliate of
a Party means a corporation or other form of           business organization controlling,
controlled by or under common control with           the Party, where control for
purposes of this definition means           ownership of (or legal or equitable power to
direct the voting) of more than           fifty percent of the voting power of
outstanding shares entitled to vote for           members of the board of directors (or
like primary governing body) of the           controlled entity.

2.2.        Agreement shall
mean the Signature Page, these Terms and           Conditions, and the exhibits,
schedules and attachments to the Signature Page,           as well as any amendments to
any of the foregoing in writing executed by the           Parties in accordance with
these Terms and Conditions.

2.3.        Buyer shall
mean JNI, or, subject to the provisions of           Section 3 below, any of its
Affiliates or any JNI-authorized contract           manufacturers listed in Exhibit A or
otherwise identified as such by JNI           in a signed writing (individually, Buyer and
collectively,           Buyers), but only to the extent they are purchasing
SUPPLIER Product           solely for use in JNI Equipment.

2.4.        Business
Day means any day on which banks in New York           are open.

2.5.        Delivery means
delivery in accordance with the provisions of Section           4.2(a) below.

2.6.        JNI means
Juniper Networks, Inc.

2.7.        JNI
Equipment means those network equipment products (and           components
thereof) manufactured by or for JNI or any of its Affiliates.

2.8.        Party means
JNI or SUPPLIER.

2.9.        Business
Manager for a Party means that individual authorized           by the Party to
represent it in managing day-to-day correspondence and           transactions with the
other Party under this Agreement. The initial Business           Manager for each Party
is identified in Exhibit A1 hereto. A Party may at           any time change its
Business Manager by giving written notice of the change to           the other Party.

2.10.        Shipping
Point means those locations identified in Exhibit           C hereto or
agreed to in a separate signed writing between JNI and SUPPLIER.

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2.11.        Specifications shall
mean SUPPLIER Product technical           documentation and performance and functional
written descriptions of SUPPLIER           Product. The initial Specifications are
attached hereto as Exhibit           D, and may be modified to
incorporate any new JNI or SUPPLIER           specifications for SUPPLIER Product
accepted by both JNI and SUPPLIER in writing           prior to or after the date hereof,
which additional Specifications shall be           added to Exhibit D.

2.12.        SUPPLIER means
the Party identified as such on the Signature           Page.

2.13.        SUPPLIER
Product shall mean any goods available for sale to           JNI by SUPPLIER
and described in Exhibit B hereto, which exhibit may be           amended by
written approval of both Parties from time to time.

3.     SCOPE.This Agreement sets forth basic terms and conditions that will           govern
purchases of SUPPLIER Product, whether such purchase is by JNI or by any           other
Buyer purchasing SUPPLIER Product for incorporation in JNI Equipment.
          Notwithstanding the above, the Parties acknowledge that if any Affiliate of JNI
          or any JNI-authorized contract manufacturer fails to satisfy the SUPPLIERs
          standard credit evaluation criteria, then (i) the SUPPLIER shall promptly
          deliver to JNI notice to such effect, and (ii) JNI and the SUPPLIER shall
          jointly review the results of the evaluation. The SUPPLIER shall have no
          obligation to accept any Order for SUPPLIER Product placed any Affiliate of JNI
          or any JNI-authorized contract manufacturer unless and until such Affiliate of
          JNI or any JNI-authorized contract manufacturer has satisfied such criteria or
          until another arrangement reasonably satisfactory to the SUPPLIER had been
          reached.

[*]

4.     SUPPLY
CHAIN.

4.1.        Except
as otherwise agreed in writing between a Buyer and SUPPLIER or unless           otherwise
provided in an Exhibit hereto, the following terms of sale shall           apply:

| | (a)        Forecast.
Either JNI or its Buyers shall furnish SUPPLIER monthly rolling           non-binding
demand forecasts for a 9-12 month period, each forecast representing           forecast
demand for SUPPLIER Product. In addition to such demand forecasts, one           or more
Buyers may also furnish updated demand forecast from time to time. Each
          forecast is a non-binding good faith estimate of the Buyers demand. Such
          non-binding forecasts are subject to Suppliers approval, which approval
          shall not be unreasonably withheld. Any objection to the forecast shall be
given           to Buyer in writing. Supplier shall be conclusively deemed to have
accepted the           forecast if it does not give the party issuing the forecast
written notice of           objection on or before 5 business days after the forecast is
issued to Supplier.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        Flexibility Model.
SUPPLIER shall be responsible for supporting the           flexibility model defined in
Exhibit E, which may be updated from time-to-time           by mutual written agreement
of the parties.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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| | (c)        Lead-Time.
SUPPLIER shall support lead times as set forth in Exhibit E hereto.
          SUPPLIER shall continually exhibit reasonable commercial efforts in an effort
to           reduce lead-times.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)        Orders.
Any Buyer may place written orders for           SUPPLIER Products (each, an Order)
under this Agreement. Any Buyer           placing Orders under this Agreement does so as
an independent contractor and not           as an agent, partner or co-venturer of JNI or
its Affiliates; however, JNI and           its Affiliates are third party beneficiaries
of any such Orders, shall be           entitled to assert directly against SUPPLIER any
rights of Buyer arising from or           relating to Buyer purchases hereunder.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)        Acceptance
of Orders. SUPPLIER shall accept and timely fulfil all Orders           (whether
written or electronic) submitted by a Buyer under this Agreement to the           extent
Order volume is within the applicable forecast (subject to           SUPPLIERs
commitment to the Flexibility Model) and prices and requested           delivery dates
are consistent with applicable lead times hereunder. The SUPPLIER           shall use
reasonable commercial efforts to accept Orders for quantities which           exceed the
SUPPLIERs commitment to the Flexibility Model, or with shorter           lead
times.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.2.        Delivery.

| | (a)        Delivery
of Orders placed by such Buyer shall be FCA (Incoterms 2000) Shipping           Point (as
defined in Sec.2.10)
| | ----------------------------------------------------------------------------------------------------------------------------------

| | (b)        SUPPLIER
shall schedule shipment with Buyer-approved carrier to meet scheduled           delivery
date.
| | ------------------------------------------------------------------------------------------------------------------

| | (c)        SUPPLIER
will bear costs of expedited shipment if shipments are delayed due to           reasons
within the SUPPLIERs reasonable control.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)        No
partial shipments allowed without prior notice and Buyer written approval.
| | ----------------------------------------------------------------------------------------

4.3.        Cancellations
& Reschedules. Order cancellation and rescheduling           privileges are set
forth in Exhibit E hereto.

|5. | PRICING;
PAYMENT TERMS.
|-- | -----------------------

5.1.        Initial
Pricing. Subject to Section 5.2, below, Exhibit B sets           forth
not-to-exceed prices for SUPPLIER Product identified therein for the           periods
stated therein. Pricing includes all freight, taxes, duties and other           fees
incurred or assessed in connection with the delivery of the SUPPLIER           Product
pursuant to the provisions of Section 4.2 above. Buyer will reimburse           SUPPLIER
only for such sales, use or like tax not properly included in the price           (but in
any event excluding any tax on SUPPLIER income) actually incurred by           SUPPLIER
and for which no exemption is available, provided that SUPPLIER           properly
includes such charge on its invoice for sale of the SUPPLIER Product to           which
it relates.

5.2.        [*]

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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5.3.        [*]

5.4.        Payment
Terms. Payment terms are [*] days from date of Delivery.

6.    
          CONFIDENTIAL INFORMATION.

6.1.        Definition.
Confidential Information of JNI or SUPPLIER means           any non-public
information of such Party (including, but not limited to that           regarding such
Partys business, customers, employees, marketing,           operations, technology,
products and the like) which by legend appearing           thereon, by its nature or by
circumstances of its disclosure, should reasonably           be understood to be
non-public, proprietary and/or confidential in nature. In           addition, any
forecast, inventory or order information submitted by any Buyer           shall be
treated as JNI Confidential Information.

6.2.        Disclosure
of Confidential Information. JNI and SUPPLIER agree that it           may be
desirable to disclose Confidential Information to each other during the           term of
this Agreement. The Party receiving Confidential Information hereunder           (Recipient)
shall limit its disclosure of the Confidential           Information solely to its own
employees and independent contractors who are not           in competition with JNI or
any of its Affiliates or the SUPPLIER or its           Affiliates, as applicable, who
have a need to know such Confidential Information           for purposes of this
Agreement and who are bound by written agreements           sufficient to obligate such
employees and independent contractors to preserve           the confidentiality of the
Confidential Information under terms no less           restrictive than those of this
Section 6. Notwithstanding the foregoing,           SUPPLIER may not disclose JNI
Confidential Information to any Buyer other than           JNI without prior written
consent of JNI. Without limiting the foregoing           sentence, Recipient agrees to
treat Disclosers Confidential Information           with at least the same degree
of care and protection that it uses with its own           Confidential Information.

6.3.        Use
of Confidential Information. Recipient shall use the Confidential
          Information of the disclosing Party (Discloser) only for
          purposes of this Agreement.

6.4.        Reproduction
or Duplication of Confidential Information. Subject to the           restrictions set
forth in this Section 6, Recipient may reproduce or duplicate           portions or all
of the Confidential Information disclosed hereunder but only as           necessary to
enable it to perform hereunder, provided that Recipient shall           reproduce and
include in all such copies of Confidential Information prepared by           Recipient
the copyright notices and proprietary legends of Discloser as they           appear
therein when originally furnished to Recipient. Further, Recipient shall           not
remove any proprietary, copyright, trade secret or other legend from any           form
of Confidential Information.

6.5.        Exceptions
to Obligation of Confidentiality. Recipient shall have no           obligation
hereunder as to Confidential Information provided by Discloser that:           (a) is
known to Recipient at the time of disclosure, (b) is independently           developed by
Recipient provided Recipient can show that such development was           accomplished by
or on behalf of Recipient without the use of or any reference to           Confidential
Information supplied to Recipient by Discloser, (c) becomes           rightfully known to Recipient from a source other than
Discloser without restriction on subsequent disclosure or use, (d) is or becomes part of
the public domain through no wrongful act of Recipient, or (e) is rightfully received by
the Recipient from a third party without any duty of confidentiality. Further, Recipient
may disclose Confidential Information of Discloser pursuant to a judicial or governmental
request, requirement or order, provided that Recipient gives Discloser sufficient prior
notice to contest, or to seek a protective order restricting further disclosure of
Confidential Information provided in response to such request, requirement or order.

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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6.6.        Confidentiality
of Agreement. The Parties agree that they shall consider           the terms and
conditions of this Agreement to be Confidential Information, and           that neither
shall disclose such terms and conditions (except for such           disclosures as may be
necessary or appropriate to enable a Party to enforce this           Agreement or to
comply with securities laws or other applicable law) to any           third party without
the express written permission of the other Party; provided,           however, that JNI
may disclose the terms of this Agreement to any Buyer, subject           to reasonable
non-disclosure restrictions. The obligations of this Section           entitled Confidential
Information shall not prevent the Parties from           disclosing the
Confidential Information or terms and conditions of this           Agreement to any
government agency or body as required by law (provided that the           Party required
to make such disclosure in such circumstances have given the           other Party prompt
notice or other appropriate remedy prior to such disclosure           and cooperates
fully with such other Party in seeking such order or remedy).

6.7.        No
Ownership Interest Transferred. Recipient acknowledges that it is           granted
only the limited right to use Confidential Information provided herein           in
accordance with the provisions contained herein, and that such right is
          revocable at will by Discloser and not coupled with any interest in the
          Confidential Information. Neither Party transfers to the other any right of
          ownership in or title to any Confidential Information or other intellectual
          property hereunder, either expressly or by implication, estoppel or otherwise.

6.8.        Third
Party confidential information. Neither Party may use in the           performance of
this Agreement or disclose to the other Party any proprietary or           confidential
information of a third party without that third partys prior           written
consent. SUPPLIER agrees not to enter into any agreement with any Buyer           that
would hinder SUPPLIERs legal right to disclose fully to JNI any
          information regarding Buyer Forecasts, purchase orders and other business,
          technical or operational information directly related to SUPPLIER Product
          supplied or to be supplied for JNIs benefit.

6.9.        Termination
of Possession of Confidential Information; Survival of           Obligations. Except
as otherwise provided in Exhibit H hereto, on           Disclosers request,
Recipient shall: (a) promptly return or destroy all           Confidential Information of
Discloser, (b) discontinue all further use of           Confidential Information of
Discloser, and (c) certify in writing to Discloser           that such actions have been
taken. The obligations of the Parties under this           Section 6 shall survive and
continue after any termination of this Agreement for           a period of five (5) years
after the date of such termination.

|7. | QUALITY
AND ENGINEERING SUPPORT.
|-- | --------------------------------

7.1.       Minimum
Standard. SUPPLIER will use generally accepted industry standards           for (and
shall maintain quality assurance systems for) the control of material           quality,
processing, assembly, testing, packaging and shipping and in any event           in
accordance with applicable Specifications and SUPPLIERs documented
          quality standards all of which had been made available to JNI prior to the
          Effective Date.

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7.2.        Field
Engineering Support. SUPPLIER shall make available throughout the           life of
each model of SUPPLIER Product purchased by Buyers hereunder trained and
          experienced Field Engineering support for such SUPPLIER Product. SUPPLIER shall
          make such services available under reasonable terms no less favorable than
those           offered by SUPPLIER to its most favored customers.

7.3.        Advanced
Technology Designs. In addition, JNI routinely evaluates           SUPPLIERs
capability to support advanced technology designs. SUPPLIER agrees to           provide
technology updates, roadmap information, access to beta programs and           sample
parts in order to enable JNI to assess SUPPLIERs capabilities to           support
such technologies.

7.4.        Qualification
Process. With respect to any new SUPPLIER Product and           SUPPLIER Product
subject to ECO, and, from time to time with respect to SUPPLIER           Product in
production, SUPPLIER shall use reasonable commercial efforts to           comply with JNIs
qualification process, including, among other things,           making a reasonable
number of qualification units available for evaluation by           JNI and providing
process control monitoring (PCM) and final test results to JNI           to confirm
compliance of SUPPLIER Product with Specifications. Due to changes in
          technology and materials, changes in JNI requirements as a result of new
          programs and merger/acquisitions, JNI expects and may request a small sample
          qualification builds (typically 5 pcs) as frequently as once per year. This
          small qualification build is expected to be free of charge to Juniper.

7.5.        Inspections.
SUPPLIER shall ensure that JNI and the other Buyers, and           their respective
representatives, may inspect the facilities of SUPPLIER           processing or handling
SUPPLIER Product to ensure compliance with the provisions           if this Agreement.
SUPPLIER shall also diligently use reasonable efforts to           obtain the consent of
SUPPLIERs foundry, package supplier and assembly           services suppliers
engaged in the manufacture and test of SUPPLIER Product (i)           to permit JNI and
its representatives to inspect their facilities and quality           assurance systems
and SUPPLIER Product, materials and work in process held at           those facilities
during regular business hours on reasonable prior written           notice (to SUPPLIER
and the applicable foundry or supplier); and (ii) to review           in confidence
results of any self audit performed with respect to operations,           equipment,
materials or processes relating to manufacture or test of SUPPLIER           Product.
Notwithstanding the foregoing, such inspection shall not require the           SUPPLIER
or any foundry or other supplier to disclose pricing, information           relating to
SUPPLIERs customers, supply chain partners and other           information which is
not reasonably required by JNI and the other Buyers for the           aforementioned
purpose. SUPPLIER shall promptly notify JNI in writing of any           audits and of
availability of results to the extent they relate to any           processes, procedures,
equipment and facilities which may affect lead times,           performance,
functionality, reliability, availability, serviceability,           appearance,
dimensions, tolerance or safety of SUPPLIER Product. All such           results are to be
made available to Buyers upon request.

7.6.        All
inspections, if any, shall be condition such access on JNI and the other
          Buyers, and their respective representatives, committing to observe all
          reasonable and customary confidentiality, security and handling measures in
          connection with any such inspections. Without limiting the foregoing, SUPPLIER
          shall, upon request of JNI or a Buyer, cooperate in notifying the requestor in
          writing of incoming material inspections, in-process inspections, vendor
control           inspections and final SUPPLIER Product tests and inspections and other
critical           production milestone events and, to the extent reasonably possible,
enabling           inspection thereof.

7.7.        No
Waiver. No inspection, including source inspection, or acceptance of
          defective SUPPLIER Product shall relieve SUPPLIER from its obligations or
          warranties hereunder.

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|8. | ENGINEERING
CHANGES.
|-- | --------------------

8.1.        Notwithstanding
any other provision, SUPPLIER may not, without JNIs prior           written
consent, implement any SUPPLIER engineering or manufacturing process           change (or
change in materials or suppliers) that may affect lead times,           performance,
functionality, reliability, availability, serviceability,           appearance,
dimensions, tolerance or safety of the SUPPLIER Product or which,           based on JNI
quality practices (or lacking such, industry standard practice for           like
product) would call for additional qualification testing, unless SUPPLIER
          obtains JNIs prior written consent or gives SUPPLIER at least 90
          days prior written notice of such change.

8.2.        Should
SUPPLIER wish to change a plant of manufacture, SUPPLIER agrees to           provide to
JNI no later than 6 months prior to plant change, a detailed           milestone schedule
for said change, and any change in the plant of manufacture           and milestone
schedule therefor shall be subject to qualification and prior           written approval
by JNI.

8.3.        In
order to enable JNI to qualify any SUPPLIER-requested change, SUPPLIER shall
          support JNI qualification process as described under Section 7.4 free of
charge.

8.4.        EOL.

| | (a)        In
no event shall SUPPLIER discontinue availability of a SUPPLIER Product less
          than [ * ]years after its date of initial general
          commercial availability.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        Following
the [ * ]year period referred to in subsection (a), above, for           any
SUPPLIER Product listed in Exhibit I, the SUPPLIER undertakes not to
          discontinue availability of such Product prior to the applicable dates listed
          therein; provided that (a) orders for such units of product are placed by the
          Buyers no less frequently than every [*] months, unless failure to
meet           such condition is attributable to catastrophic failure of the Product or
other           material delay in Delivery (including, without limitation, by virtue of
force           majeure) or any material default on the part of Buyer, (b) no undisputed
payment           on any sums invoiced by and due and owing to EZChip hereunder is
delinquent           following lapse of [*] days after SUPPLIER gives JNI and
Buyer notice           of delinquency, and (c) JNI and Buyers have in the aggregate
purchased such           Product in a total volume in the preceding 12 month period of at
least [ *           ] units.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)        In
no event shall SUPPLIER discontinue availability of any SUPPLIER Product
          meeting current SUPPLIER Specifications unless and until it has first given all
          Buyers no less than [*] months prior notice of last order date, with
          last delivery date no less than [*] months after such notice. Any
          Orders for SUPPLIER Product delivered following the receipt of such end of life
          notice not given in violation of subsections (a) or (b), above, are
          non-cancelable.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

|9. | WARRANTIES;
CATASTROPHIC FAILURE.
|-- | ---------------------------------

9.1.        Limited
Warranty. SUPPLIER warrants and promises to the Buyer that, for [*] months
from the date of delivery, each unit of the SUPPLER Product           will be free from
defects in material and workmanship and will meet the Specifications. The
foregoing warranty will not apply if the SUPPLIER Product: (1) fails due to
modifications, alteration or otherwise improper handling by any party other than the
SUPPLIER or anyone on its behalf; or (2) is accidentally damaged or is subjected to
abuse or improper use by any party other than the SUPPLIER or anyone on its behalf.

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9.2.        RMAs.
If, during the warranty period, JNI or any other Buyer           identifies a warranty
problem, it shall promptly notify the SUPPLIER in writing.           Such notice must
indicate the nature of the defects or problems. SUPPLIER and           JNI shall
establish procedures for cooperating in an efficient means of           confirming to the
reasonable satisfaction of both whether a SUPPLIER Product is           in fact in breach
of the warranty. The Buyer retains title to any SUPPLIER           Products returned for
repair.

9.3.        No
later than [*] business days after SUPPLIER receipt of returned
          SUPPLIER Product SUPPLIER shall, at its discretion, either repair the returned
          SUPPLIER Product or replace it and ship such product to Buyer or its designee
at           SUPPLIERs expense and risk. SUPPLIER shall bear freight costs and risk
of           loss or damage to the product during shipment to Buyer. SUPPLIER Products
          returned back to the SUPPLIER in accordance with the foregoing procedure must
be           properly packed. If any warranty claim by Buyer falls within any of the
          exclusions to the warranty (more fully set forth herein), SUPPLIER shall
contact           Buyer and give Buyer the option either of scrapping the product,
returning it to           Buyer at Buyers expense or paying the SUPPLIERs
then current rates           and charges for any testing or repair work performed with
respect thereto           together with the applicable shipping expenses.

9.4.        In
addition if SUPPLIER Product cannot be repaired or replaced, SUPPLIER shall
          credit JNIs or its Buyers account, as applicable, for the same.
          Replacement and repaired SUPPLIER Products shall be warranted for the remainder
          of the warranty period or six (6) months, whichever is longer.

9.5.        [THIS
SECTION INTENTIONALLY LEFT BLANK]

9.6.        This
warranty shall survive any sales and dispositions of SUPPLIER Product as           part
of the JNI Equipment, subject to the conditions and exclusions stated           above.

9.7.        Catastrophic
Condition. Exhibit F shall govern the parties rights,           duties and
liabilities in the event of Catastrophic Condition, the terms of           which are
incorporated into this Section 9.7.

9.8.        TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLIER DISCLAIMS ALL
          OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
          INCLUDING WITHOUT IMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
          PARTICULAR PURPOSE, OR INTELLECTUAL PROPERTY INFRINGEMENT. THE PARTIES FURTHER
          AGREE THAT EACH AND EVERY PROVISION OF THE AGREEMENT THAT PROVIDES FOR A
          LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS
          EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION SINCE
          THOSE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE
          PARTIES AND SHALL BE SEPARATELY ENFORCED.

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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10.     INTELLECTUAL
PROPERTY INDEMNITY.SUPPLIER shall defend and indemnify JNI           and Buyers,
their officers, directors and employees, against any claims, actions           or demands
alleging that the manufacture or distribution of any SUPPLIER Products infringes any
patents, copyright, mask work right or other intellectual property right of any third
party. These indemnity obligations of SUPPLIER are contingent upon (a) Buyer giving
prompt written notice to SUPPLIER of any such claim, action or demand, (b) Buyer allowing
SUPPLIER to control the defense and related settlement negotiations, and (c) Buyers
cooperation in the defense of any such claim. SUPPLIER shall have no obligation hereunder
for any such claims, actions, or demands which result from: (1) JNIs use of the
SUPPLIER Products in combination with products not purchased from SUPPLIER (but only if
and to the extent that both (A) such violation or infringement is dependent upon such
combination, and (B) the SUPPLIER Product can readily be used for its intended purpose
without infringing); and (2) the modification or attempted modification of the SUPPLIER
Products by parties other than SUPPLIER.

Notwithstanding any of the provisions
of the Agreement to the contrary, the provisions of this Section 10 shall constitute the
sole remedy of the Buyers with respect to the above mentioned infringement allegations.

Without derogating from the above,
should the use by Buyers of any SUPPLIER Products purchased from SUPPLIER be enjoined, be
threatened by injunction, or be the subject of any legal proceeding, SUPPLIER may, at its
sole expense, either: (a) substitute fully equivalent non-infringing SUPPLIER Products;
(b) modify the infringing SUPPLIER Products so that they no longer infringe but remain
fully equivalent; (c) obtain for the Buyers and their customers the right to continue use
of the SUPPLIER Products; or (d) if none of the foregoing is possible, refund the purchase
price paid for the infringing SUPPLIER Products.

11.     GENERAL
INDEMNIFICATION; INSURANCE.

11.1.        Insurance.
During the Term of this Agreement, SUPPLIER, at its sole cost and           expense,
shall comply with the insurance requirements of Exhibit G hereto.

11.2.        Indemnification.
SUPPLIER shall defend and indemnify JNI and all Buyers, their           officers,
directors and employees against any claims, actions or demands based           on
personal injury or death to the extent caused by any negligent, reckless or
          intentional tortious act or omission of SUPPLIER in the course of its
          performance under this Agreement (or based on strict liability in tort arising
          from defective design or manufacture of the SUPPLIER Product). These indemnity
          obligations of SUPPLIER are contingent upon (a) Buyer giving prompt written
          notice to SUPPLIER of any such claim, action or demand, (b) Buyer allowing
          SUPPLIER to control the defense and related settlement negotiations, and (c)
          Buyers cooperation in the defense of any such claim. SUPPLIER
shall not be liable for damages to the extent related to the Buyer failing to promptly
discontinue the use of such SUPPLIER Product after the date on which SUPPLIER confirms to
JNI that defect in the SUPPLIER Product is a likely cause of the claimed injury, death,
loss or damage.

12.        [
* ]

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

Juniper Networks Confidential

11

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13.     TERM
OF AGREEMENT; TERMINATION.

13.1.        Term.
Subject to the provisions below, this agreement has a term of three           years from
the Effective Date.

13.2.        Automatic
Extension. The term of this Agreement will automatically be           extended for
successive two year terms unless either Party has provided the           other Party
written notice of non-renewal no less than three months before           expiration of
the current term or extension. Without derogating from the           provisions contained
herein, non-renewal of this Agreement shall neither affect           outstanding Orders
accepted by the SUPPLIER prior to such date nor provisions           and obligations of
the SUPPLIER, JNI or any other Buyer which by their nature           where meant to
survive the termination of this Agreement with respect to such           Orders.

13.3.        Termination
for Breach. If either Party fails to perform or violates any           material
obligation pursuant to this Agreement, then, upon thirty (30)           days written
notice to the breaching Party specifying such default, the           non-breaching Party
may terminate this Agreement unless the breach specified in           the Default Notice
has been cured within such 30-day period.

13.4.        Termination
By Mutual Consent. The Parties may mutually terminate this           Agreement at any
time by written consent.

13.5.        Obligations
Upon Termination. Upon termination of this Agreement for any           reason
(including but not limited to breach),

| | (a)        Each
Party shall immediately return to the other Party or destroy all           Confidential
Information and Intellectual Property and all materials, things,           and devices
related thereto or derived therefrom, and all copies of the same,           and certify
by sworn statement of one of its officers that all such materials           and copies
have been returned to the other party or destroyed;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        JNI
may, by           written notice to SUPPLIER, request that SUPPLIER complete manufacture
and test           of any or all SUPPLIER Product currently in process. SUPPLIER shall
comply with           such request (unless termination is by SUPPLIER for JNI breach
under Section           13.3). SUPPLIER shall sell to JNI or its designee and JNI (or its
designee)           shall purchase from SUPPLIER, such finished goods at the applicable
price.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13.6.        Continuing
Obligations. Upon termination of this Agreement, each Party           shall be
released from all obligations and liabilities to the other occurring or           arising
after the date of such termination, except that the provisions of           Sections 5.4
(Confidential Information), 9 (Warranties), 10 (Intellectual           Property Rights
Indemnification), 11.2 (Indemnification), 12 (Security of           Supply-which will be
terminated in accordance with the provisions contained           therein), 13.5
(Obligations Upon Termination), 13.6 (Continuing Obligations), 14           (Limitation
of Liability) and 15 (Miscellaneous) shall survive after termination           of this
Agreement. Termination shall not relieve SUPPLIER or Buyers from any           liability
arising prior to the effective date of termination or from any breach           of this
Agreement. Except as expressly provided in this Agreement, neither Party           shall
be liable to the other for damages of any kind solely as a result of
          terminating this Agreement in accordance with its terms. Termination of this
          Agreement shall be without prejudice to any other right or remedy of either
          Party.

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12

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14.     LIMITATION
OF LIABILITY.

14.1.        IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD
          PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
SPECIAL           DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST
SAVINGS)           HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON
CONTRACT, STRICT           LIABILITY OR TORT (INCLUDING NEGLIGENCE), EQUITY, OR
OTHERWISE, EVEN IF ADVISED           OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING THE FAILURE OF THE           PURPOSE OF ANY REMEDY.

14.2.        IN
NO EVENT WILL THE SUPPLIERS TOTAL LIABILITY TO A BUYER FOR ANY CAUSE
          EXCEED THE AMOUNTS RECEIVED BY THE SUPPLIER FROM JNI AND ITS OTHER BUYERS
          PURCHASING HEREUNDER WITH RESPECT TO THE SUPPLIER PRODUCTS DURING THE [ * ]
          MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO THE LIABILITY
          (PROVIDED THAT DURING THE FIRST [ * ] MONTHS FOLLOWING INITIAL DELIVERY, THE
          SUPPLIERS TOTAL LIABILITY SHALL NOT BE LOWER THAN US$[ * ]).

THE FOREGOING LIMITATION ON LIABILUTY
SHALL NOT APPLY:

| | (A)        TO
DAMAGES ARISING OUT OF BREACHES OF SECTIONS 6 (CONFIDENTIAL INFORMATION);
| | ---------------------------------------------------------------------------------------

| | (B)        TO
LIMIT THE EXTENT OR KIND OF THIRD PARTY DAMAGES ASSERTED AGAINST A BUYER IN A
          THIRD PARTY CLAIM SUBJECT TO INDEMNIFICATION UNDER SECTIONS 10 (INTELLECTUAL
          PROPERTY INDEMNITY) OR 11.2.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15. | MISCELLANEOUS.
|--- | --------------

15.1.        Modification.
This Agreement may not be modified except in a writing           signed by JNI and
SUPPLIER.

15.2.        Entire
Agreement; and Order of Precedence.

| | (a)        This
Agreement (together with the Schedules and Exhibits attached hereto, which           are
incorporated herein by this reference) constitutes the entire Agreement           between
the Parties in respect of the subject matter hereof and supersedes and           excludes
all other representations, promises and proposals, whether oral or           written.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        Unless
otherwise agreed by the Parties in writing, and except as expressly           provided in
this Agreement, no terms or conditions contained in any Order, order
          acknowledgement or other business form transmitted by SUPPLIER or Buyer will be
          of any force or effect. Further, no terms of any agreement between a JNI contract
manufacturer Buyer and SUPPLIER shall (unless approved in writing by JNI) impair or
otherwise affect the rights of JNI and its Affiliates and the obligations and duties of
SUPPLIER (including, without limitation, warranties and indemnities set forth herein) with
respect to any SUPPLIER product purchased by such contract manufacturer Buyer for use in
JNI Equipment.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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13

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| | (c)        If
there is any conflict or inconsistency between the terms of any accepted           Order
or other documents incorporated in any such Order with the terms of this
          Agreement, then the terms of this Agreement will prevail over the Order or any
          other such document, unless mutually agreed to in writing by SUPPLIER and
Buyer.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15.3.        Severability.If any provision contained in this Agreement           is, for any reason, held to be
invalid or unenforceable in any respect under the           laws of any jurisdiction
where enforcement is sought, such invalidity or           unenforceability will not
affect any other provision of this Agreement and this           Agreement will be
construed as if such invalid or unenforceable provision had           not been contained
therein.

15.4.        Independent
Contractors. Each Party is an independent contractor. This           Agreement shall
not constitute an appointment of the other Party as the legal           representative or
agent of the other Party, nor shall either Party have any           right or authority to
assume, create or incur any obligation or other liability           of any kind, express
or implied, against, in the name or on behalf of, the other           Party. Nothing
herein or in the transactions contemplated by this Agreement           shall be construed
as, or deemed to be, the formation of a partnership,           association, joint venture
or similar entity by or among the Parties hereto.           Neither Party will make any
warranties or representations on the other           Partys behalf, nor will it
assume or create any other obligations on the           other Partys behalf.

15.5.        Assignment.
Neither Party may assign to any third party any rights or           duties under this
Agreement (other than assignments to Affiliates in which no           Juniper Competitor
(as defined in Section 1(d) of Exhibit H (Security of Supply)           hereto holds,
directly or indirectly, ownership or voting control of twenty           percent (20%) or
more of the aggregate voting power of such Affiliates           shares then
outstanding), without prior written consent of the other Party,           which consent
shall not be unreasonably withheld; provided, however, that any           such permitted
assignee must agree in writing to be bound by the terms and           conditions of this
Agreement. Nothing herein shall relieve the assigning party           of any duty or
obligation under this Agreement. Any attempted assignment in           violation of this
Section shall be null and void. Either party may perform all           or any portion of
its obligations hereunder through Affiliates, provided that           such party shall
remain responsible for such obligations.

15.6.        Access
to SUPPLIER Records and Audit Rights. Subject to SUPPLIERs           reasonable
approval and consent, JNI or its professional representatives may,           upon
reasonable written notice, taking into consideration SUPPLIERs
          confidentiality and security requirements, and during normal business hours,
          without interruption of SUPPLIERs business operations, inspect the
          materials-, manufacturing-, test- and quality-related records of SUPPLIER
          related to reports furnished to Buyer hereunder or otherwise related to
          SUPPLIERs performance under this Agreement. Notwithstanding the above,
          upon reasonable notice, JNI shall have the right to have an inspection and
audit           of all relevant accounting records of the SUPPLIER in order to confirm
          compliance with the provisions of Section 5.3 above (MFN), such audit and
          inspection to be conducted by an independent certified public accountant
(taking           into consideration SUPPLIERs confidentiality and security
requirements).           The audit will be conducted during regular business hours and in
such a manner           as not to interfere with normal business activities. In no event
shall audits be           made more frequently than once every 12 months.

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14

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15.7.        Compliance
with Laws and Regulations. SUPPLIER represents and warrants           that to its
knowledge, in all respects, the manufacture and sale of the SUPPLIER           Products
comply and will throughout the term of this Agreement comply with all
          applicable federal, provincial, state and local laws, including, without
          limitations, environmental laws, regulations and other regulatory requirements
          of the United States and any other country where JNI and its affiliates and
          channel partners market and sell JNI Equipment. SUPPLIER shall continue to
          comply with all applicable federal, provincial, state and local laws,
          regulations and ordinances in connection with activities conducted in the
course           of performance under this Agreement. Required compliance includes, but
is not           limited to, compliance with applicable environmental laws and
regulations,           regulations regarding the use and disposal of hazardous materials,
occupational           safety and health and export control.

| | (a)        Export
Compliance. SUPPLIER shall not directly or indirectly engage in           the export
or re-export of any materials, equipment, software or technical data           without
all necessary licenses and permits either under US laws or under any           other
applicable laws and regulations. SUPPLIER shall cooperate in furnishing           Buyer
all information that Buyer may reasonably request in order to enable           accurate
classification of Subject SUPPLIER Product for export and import           purposes in
any country in which Buyer may choose to have Subject SUPPLIER           Product sold.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)        Environmental
Issues.
| | --------------------------------

| | (i)        Subject
SUPPLIER Product shall comply with all requirements of applicable laws           of
member nations of the European Union (including without limitation, the RoHS
          and WEEE directives), and of Japan, US, Canada and the Peoples Republic
of           China, and India relating to restrictions on use of lead and other hazardous
          materials in electronic products; provided, however, that to the extent that
any           changes in requirements under any such directives, legislation or
regulations           are published after the effective date of this Agreement and no
means of           compliance with the change is achievable by the operative date,
non-compliance           shall be excused until such change is achievable. Achievability for
          purposes of this section shall mean market availability of materials and
          processes that enable manufacture of compliant product. SUPPLIER shall also
          furnish such RoHS compliance certificates from time to time as JNI or the other
          Buyers may reasonably request.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        On
delivery of the Goods to SUPPLIER and within 20 working days of a request by
          JNI or any Buyer SUPPLIER will provide the requestor with detailed information
          on the components, the materials and the location of any hazardous substances
          contained in the Goods, in a form that will assist reuse, treatment or
recycling           facilities. Such information will satisfy any requirements imposed on
a producer           under the WEEE Directive or any WEEE Implementing Legislation to
supply such           information in respect of the Goods.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)        SUPPLIER
shall notify JNI, by FAX transmission or email, immediately of the           discovery of
any regulatory action taken or initiated against SUPPLIER, whether           or not such
action relates to or arises out of this Agreement, that may result           in fines or
penalties, prosecution or that may impact SUPPLIERs ability to           deliver
Subject SUPPLIER Product under this Agreement. Such regulatory           compliance and
management of SUPPLIERs employees, facilities and processes           shall be
solely SUPPLIERs responsibility.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)        SUPPLIER
acknowledges that failure to comply with its obligations under this           section
15.7 may subject Buyers to liability under contract, statute or common           law and
SUPPLIER agrees to defend, indemnify and hold Buyers harmless from and           against
all liabilities, claims, demands, causes of action, judgments or           settlements
asserted by any third party against such other Party for fines (to           the extent
indemnifiable under law), damages or restitution to the extent caused           by
SUPPLIERs failure to adhere to the requirements of this Section 15.7
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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15

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Notwithstanding the foregoing, to the
extent that compliance with a change in law or regulations requires changes to the design
or composition of the SUPLIER Products, SUPPLIER shall use reasonable commercial efforts
to promptly bring its products into compliance to the extent possible using such materials
and technologies as may then be commercially available. The adoption of such alternatives
may result in an increase in SUPPLIER Product prices and may adversely affect the SUPPLIER
Product. The SUPPLIER shall use its best commercial efforts to minimize any such
price increase or adverse affect(s) to the SUPPLIER Product.

15.8.        Notices.

| | (a)        Except
as provided in subsection 15.8(b), below, a notice,           claim,
report or demand shall be given in           writing and shall be
deemed delivered: (a) when delivered personally to the           addressee account
representative; (b) five (5) Business Days after having been           sent by first
class mail; (c) two (2) Business Days after deposit with a           commercial overnight
carrier, with written verification of receipt, or (d) date           of successful email
transmission confirmed by the recipient by return e-mail.           All such
communications shall be sent to the account representatives of the           recipient
party at the addressee below:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | For SUPPLIER:
| | -------------

| | Attn: Account Representative  Fax:Email:
| | ----------------------------------------

| | For JNI:
| | --------

| | Juniper Networks, Inc. 
1194 North Mathilda Ave.Sunnyvale, CA  94089 Attn.: Manager, Commodities ManagementFax:Email:
| | ---------------------------------------------------------------------------------------------------------------------

| | (b)       Notwithstanding subsection
15.8(a), notices of default, of intent to terminate,           of intent not to renew, of
claim for indemnification or of change of notice           address must be sent to a
Party by certified or registered mail, return receipt           requested to the address
indicated above, with copy to the Partys legal           counsel indicated below:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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16

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| | SUPPLIER:
| | ---------

| | EZchip Technologies Ltd.        1 Hatamar Street, Yokneam, 20692, Israel  
Fax: 972-4-9594177  Email:
| | -----------------------------------------------------------------------------------------------------

| | JNI:
| | ----

| | General Counsel         Juniper Networks, Inc.          1194 North
Mathilda Ave.      Sunnyvale, CA  94089          Fax:     1 408 745 8910          Email Address:
mgaynor@juniper.net
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)        Either
Party may change the name or title of its account representative or legal
          counsel or the notice address of either by giving the other Party written
notice           thereof in accordance with this Section 15.8.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15.9.        Subcontracting.
Subject to the provisions contained herein, SUPPLIER may           not subcontract to any
third party any duty under this Agreement without prior           written consent of JNI,
which consent shall not be unreasonably withheld or           delayed.

15.10.        Press
Releases. Neither Party shall, without the other Partys prior           written
consent issue any press release or other publicity regarding this           Agreement or
the Parties relationship memorialized hereby.

15.11.        No
Waiver. Failure of either Party to enforce any provision of this           Agreement
shall not be deemed a waiver of future enforcement of that or any           other
provision.

15.12.        Governing
Law; Venue. This Agreement shall be governed by, and           interpreted in
accordance with, the laws of the State of California, excluding           its choice of
law rules. The Parties agree that the United Nations Convention on           Contracts
for the International Sale of Goods shall not govern this Agreement           nor the
rights and obligations of the Parties. Exclusive jurisdiction and venue           for any
lawsuits brought by either party arising from this Agreement or related           to
transactions under this Agreement shall be with the courts of the State of
          California, United States, in and for the County of Santa Clara, and the U.S.
          District Court for the Northern District of California.

15.13.        Counterparts.
This Agreement may be executed in one or more counterparts,           each of which will
be deemed an original, but all of which will constitute but           one and the same
instrument.

15.14.        Binding
Effect. The terms and conditions of this Agreement shall be           binding on and
shall inure to the benefit of the Parties and their respective           successors and
assigns.

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# Exhibit A

# Buyers

Juniper Networks, Inc.
and its Affiliates, including

| |  | Juniper
Networks US, Inc. a California corporation
| | - | --------------------------------------------------

| |  | Juniper
Networks Ireland, Limited
| | - | ---------------------------------

| |  | Juniper
Networks (Hong Kong), Limited
| | - | -------------------------------------

[*]

And any other contract manufacturer
that JNI may from time to time identify in written notice to SUPPLIER

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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# Exhibit A1

# Business Managers

JNI:

Thuong Nguyen
Juniper Networks
1194 N. Mathilda Ave.
Sunnyvale, CA 94089
Tel: 1 408 936 7723
Email: thuongn@juniper.net

SUPPLIER:

[PA]

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Exhibit B

SUPPLIER Product and Initial Prices

The following EZchip part numbers are included in the pricing noted below:

|                 |                     
|---------------- | --------------------
|
|
|
|
|Description      | Ordering part number
|NP-2/10 (rev A1) | 20769801            
|NP-2b/10 (rev B) | 20772400            

Pricing effective Jan 1, 2007 is
based on cumulative shipments made after such date.

Pricing will be as follows:

[*]

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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# Exhibit C

# Shipping Points

Sellers premises:
EZchip Technologies Ltd., Yokneam, Israel

Juniper Networks Confidential



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# Exhibit D

# Certain
Specifications/Standards

[*]

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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Exhibit E

# Flexibility Model/Buffer
Stock/Cancellations & Rescheduling

Flexibility Model. SUPPLIER shall
ensure that it can support the following upside percentages based on monthly
forecast:

|                 |                                                                  
|---------------- | -----------------------------------------------------------------
|
|
|
|
|Time to Delivery | Percentage of Monthly Forecasted Quantities                      
|                 |                                                                  
|[ * ] days       | SUPPLIER shall use best commercial efforts but cannot commit to a
|                 | flexibility model                                                
|                
|[ * ] days       | [*] % of the applicable monthly forecasted quantity              
|                 |                                                                  
|                
|[ * ]days        | [*] % of the applicable monthly forecasted quantity              

Buffer Stock Rules. SUPPLIER
shall maintain a reasonable buffer inventory required in order to meet its supply
undertaking contained in this Agreement.

Cancellation and
Rescheduling.

|                        |                                                                 
|----------------------- | ----------------------------------------------------------------
|
|
|
|
|Scheduled Delivery Date | Rescheduling/Cancellation                                       
|                       
|[ * ]days or less       | No rescheduling or cancellation permitted                       
|                       
|[ * ]days               | [*]% of forecasted quantity may be cancelled                    
|                       
|                        | Rescheduling is permitted provided that such rescheduling may be
|                        | permitted once (per Order) and the new date is no more than [*] 
|                        | days following initial scheduled Delivery date.                 
|                       
|[ * ]days               | [*]% of forecasted quantity may be cancelled                    
|                       
|                        | Rescheduling is permitted provided that such rescheduling may be
|                        | permitted once (per Order) and the new date is no more than [*] 
|                        | days following initial scheduled Delivery date.                 
|                       
|Over [ * ]days          | Orders may be rescheduled or canceled.                          
|                        | Any rescheduling or cancellation in accordance with the forgoing
|                        | table is without fee or charge.                                 

Leadtimes.

Leadtimes shall be_measured
from Order confirmation by SUPPLIER to Delivery.

Leadtime shall not exceed [ *
] ARO for orders within forecast or upside flexibility commitment SUPPLIER shall use
reasonable commercial efforts to meet shorter lead-times.

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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Exhibit F

# Catastrophic Failure

[*]

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

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# Exhibit G

# Insurance

SUPPLIER shall procure and maintain
for the duration of the contract insurance against claims for injuries to persons or
damages to property that may arise from or in connection with products and services
supplied to JNI or Buyers. The cost of such insurance shall be borne by SUPPLIER, unless
otherwise specified.

Employers
Liability Insurance
Employers Liability insurance with
limits of Liability of $1,000,000.00 per occurrence and $ 1,000,000 in the aggregate for
bodily injury by Accident or disease.

# Third Party Liability
Insurance

Third Party Liability Insurance with
Limits of Liability of $ 1,000,000 per occurrence and $ 1,000,000 in the aggregate.

Errors and Omissions Combined with Product Liability Insurance

Professional Errors and Omissions
combined with Product Liability Insurance with the following limits of Liability:

| | o $2,000,000.00 each occurrence and $ 2,000,000 in the aggregate.
| | -----------------------------------------------------------------

Additional Requirements
SUPPLIERs insurance coverage
shall be primary insurance as respects JNI, its Affiliates, officers, officials, and
employees. Any insurance or self-insurance maintained by JNI, its Affiliates, its
officers, officials, and employees shall be excess of and not contribute with the
vendors insurance. SUPPLIER shall deliver a certificate of insurance naming JNI, its
Affiliates, its officers, its employees, its subsidiaries and Affiliates as additional
insured regarding to the SUPPLIERs act or omission in respect of Third Party
Liability; regarding to the case JNI, its Affiliates, its officers, its employees, its
subsidiaries and Affiliates would be consider as employer of the SUPPLIERs employees
in respect of Employers Liability Insurance; subject to Insured definition in
respect of Errors and Omissions combined with Product Liability Insurance, with respect to
product or services performed under this Agreement. Certificates of insurance must be
provided to Juniper prior to any work being performed and must be kept in force during the
term of this Agreement. Each insurance policy will be endorsed to state that coverage
shall not be, voided, cancelled, reduced in coverage or in limits except after 30
days prior written notice by certified mail, has been given to JNI

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# Exhibit H

# Security of Supply

[*]

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

Juniper Networks Confidential



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# EXHIBIT I

# End of Life

Without derogating from the
provisions contained in Section 8.4 of the Agreement, EZchip will support NP2 rev A1 and
rev B for additional [*] years beyond the minimum period of [*] years (as
stated in Sec. 8.4(b) of the Agreement), i.e. [*] years from 1/29/07; or until
there is no purchase activity for a [*] month period and provided that
Juniper and EZchip mutually agrees to End of Life prior to the end of the [*] year
period (whichever comes first).

*     This
portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment
under Rule 24b-2 of the Securities Exchange Act of 1934. The complete Exhibit, including
the portions for which confidential treatment has been requested, has been filed
separately with the Securities and Exchange Commission.

Juniper Networks Confidential



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