TERAYON COMMUNICATION SYSTEMS
EXHIBIT 10.17
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>7
<FILENAME>f80274ex10-17.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.17



LICENSOR:                           Imedia Semiconductor Corporation ("Imedia")

ADDRESSES FOR WRITTEN NOTICE        5155 Old Ironsides Drive
                                    Santa Clara, California 95054
AND FOR SECTION 9.9:
                                    Attention: Chief Executive Officer


        WITH A COPY TO:             5155 Old Ironsides Drive
                                    Santa Clara, California 95054

                                    Attention: General Counsel



                DATA OVER CABLE SERVICE INTERFACE SPECIFICATIONS
                                LICENSE AGREEMENT

               THIS DATA OVER CABLE SERVICE INTERFACE SPECIFICATIONS LICENSE
AGREEMENT (this "Agreement") is made by and between Cable Television
Laboratories, Inc., a Delaware non-stock membership corporation ("CableLabs"),
having a place of business at 400 Centennial Parkway, Louisville, Colorado
80027-1266, USA, and the Licensor identified above. The effective date of this
Agreement shall be the latest date set forth on the signature page hereof (the
"Effective Date").

               WHEREAS, CableLabs desires to obtain certain limited rights to a
pool of intellectual property essential for the development and implementation
of the Data Over Cable Services Interface Specifications ("DOCSIS"), which
specifications define interface requirements for equipment for the delivery of
data over coax and hybrid fiber/coax networks and to sublicense such rights on a
royalty-free basis, all on the terms and conditions set forth herein.

               WHEREAS, Licensor desires to license certain limited rights to
aid CableLabs in establishing such a pool, and to receive a sublicense of all
such pooled intellectual property in return from CableLabs.

               WHEREAS, CableLabs desires to receive such license, publish such
specifications, and grant sublicenses to permit others, on a royalty-free basis,
to manufacture, market and sell products conforming to the DOCSIS
specifications.

                                                                               1
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               NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereby agree as follows:

1.      DEFINITIONS

        For purposes of this Agreement, the terms defined in this Section 1
shall have the respective meanings set forth below:

        1.1     "Affiliate" means an entity controlled by, or under common
control with, or controlling a party to this Agreement, such control being
exercised through ownership or control, directly or indirectly, of more than
fifty percent (50%) of the voting interests of such entity entitled to vote for
the election of directors or other governing authority, as of the Effective Date
or thereafter during the term of this Agreement, provided that such entity shall
be considered an Affiliate only for the time during which such ownership or
control exists.

        1.2     "Licensed Technology" means all of Licensor's (and its
Affiliates') patents, issued patents, pending patent applications and
subsequently filed patent applications essential for compliance with the
Specifications and any patented or patentable inventions described in the
Specifications; all to the extent and only to the extent that Licensor (and its
Affiliates) has the right to grant licenses, immunities or other rights
thereunder as of the date of this Agreement and all copyrightable subject matter
that is contained in the Specifications. Licensed Technology shall not include
Licensor's technology or intellectual property related to security, including
but not limited to conditional access, nor shall it include technology related
to Digital Video Broadcast (DVB) or OpenCable.

        1.3     "Licensed Products" means products or systems utilizing or
incorporating the Licensed Technology solely to the extent necessary for such
products or systems to conform to the Specifications; provided, however, that
the licenses and sublicenses granted in this Agreement apply only to the extent
that data received or transferred by such products or systems is encapsulated
within a DOCSIS MAC frame containing a DOCSIS header, as such terms are set
forth in the Specifications. A product or system shall not qualify as a Licensed
Product unless it conforms to the Specifications (as defined below), as
demonstrated by the sublicensee's application for certification of such product
or system in accordance with the certification process and procedures set forth
on the DOCSIS web site, www.cablemodem.com, and by reasonable continuing efforts
towards the same. If a sublicensee incorporates the Licensed Technology in a
product or system that performs functions in addition to those required for
conformance with the Specifications, the sublicense granted under this Agreement
shall be limited to the Licensed Technology necessary for compliance with the
Specification that would be required by a standalone device.

        1.4     "Licensors" means all parties which have executed an agreement
with CableLabs which is, in all material respects, identical to this Agreement.

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        1.5     "Specifications" means the Data Over Cable Service Interface
Specifications ("DOCSIS") defined by the following table and each subsequent
revision of such documents that becomes effective pursuant to Section 7 of this
Agreement.

                                       3
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<TABLE>
<CAPTION>
DESIGNATION        TITLE                                                          DATE
-----------        -----                                                          ----
<S>                <C>                                                            <C>
SP-BPI             Baseline Privacy Interface Specification                       9/22/97

SP-CMCI            Cable Modem-to-Customer Premises Equipment Interface           Currently
                   Specification                                                  in Draft

SP-CMTRI           Cable Modem Telephony Return Interface Specification           8/4/97

SP-CMTS-NSI        Cable Modem Termination System Network Side Interface          7/22/96
                   Specification

SP-OSSI            Operations Support System Interface Specification              4/3/97

SP-OSSI-RFI        Operations Support System Interface Radio Frequency Interface  4/10/98
                   Specification

SP-OSSI-SS         Operations Support System Interface Specification Security     Currently
                   System MIB                                                     in Draft

SP-OSSI-TRI        Operations Support Systems Interface Telephony Return          8/4/97
                   Interface Specification

SP-RFI             Radio Frequency Interface Specification                        10/8/97

SP-RSM             Removable Security Module Interface Specification              Currently
                                                                                  in Draft

SP-SS              Security System Specification                                  5/6/97

SP-OSSI-BPI        Operations Support System Interface Baseline Privacy           3/31/98
                   Interface MIB
</TABLE>


KEY TO DESIGNATION:  SP = Specification



2.      LICENSE GRANTS.

        2.1     License Grant to CableLabs. Licensor hereby grants to CableLabs
a nontransferable, worldwide, nonexclusive, royalty-free license under the
Licensed Technology to make, have made, use, offer to sell, sell and import
Licensed Products. Licensor hereby grants CableLabs a nontransferable,
worldwide, nonexclusive, royalty-free license under its copyrights in and to the
printed documents comprising the Specifications to copy, reproduce, publish and
make derivative works of such printed documents. Licensor acknowledges that the
Specifications are or will be publicly disseminated and hereby waives any right
of trade secret in and to the Specifications. Nothing in this Agreement shall be
construed to represent a license to use Licensor's technology or intellectual
property related to security (including but not limited to conditional access),
DVB, or Open Cable.

        2.2     CableLabs Rights to Sublicense. From time to time, potential
sublicensees may request a sublicense to the Licensed Technology from CableLabs.
Before granting any such sublicense, CableLabs shall immediately notify all
current Licensors of such request. Any current Licensor shall have ten (10) days
to provide written objection to the sublicensing of the Licensed Technology to
such potential sublicensee. The sole grounds for objection shall be the
existence of any current litigation or other legal proceeding alleging either
infringement of any copyright or patent rights, or trade secret
misappropriation, in any form, in which the objecting Licensor and potential
sublicensee are adverse parties. In the event that CableLabs receives such
objection, CableLabs shall not grant any sublicense to such potential
sublicensee until written withdrawal of the objection is received from the
objecting Licensor. In the event that no such objection is received, CableLabs
may grant, subject to the terms and conditions of this Agreement, sublicenses
solely to each of those sublicensees which grant to CableLabs a

                                       4
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worldwide, nonexclusive, royalty-free license (with the right to sublicense to
others) under such sublicensee's patents and copyrights to make, have made, use,
offer to sell, sell and import Licensed Products, to the extent such patents and
copyrights are essential for compliance with the Specifications. CableLabs shall
provide Licensor with a fully executed copy of each such granted sublicense
promptly upon request. CableLabs may grant, subject to the terms and conditions
of this Agreement, sublicensees a nontransferable, worldwide, nonexclusive,
royalty-free license under its copyrights and licensed rights in copyrights in
and to the printed documents comprising the Specifications to copy, reproduce,
publish and make derivative works of such printed documents. CableLabs shall
maintain a current list of all sublicensees on a worldwide web site accessible
to Licensor. CableLabs shall give notice to Licensor of the location and access
parameters of such web site.

        2.3     License Grant to Licensor. CableLabs hereby grants to Licensor
and its Affiliates a nontransferable, worldwide, nonexclusive, royalty-free
license under CableLabs's issued patents, pending patent applications and
subsequently filed patent applications which are essential for compliance with
the Specifications and a nontransferable, worldwide, nonexclusive, royalty-free
sublicense under all patents and copyrights to which CableLabs may have or
hereafter acquires the right to sublicense, through other Data Over Cable
Service Interface Specifications License Agreements, which are essential for
compliance with the Specifications to make, have made, use, offer to sell, sell
and import products which conform to the Specifications. CableLabs hereby grants
Licensor and its Affiliates a nontransferable, worldwide, nonexclusive,
royalty-free license under its copyrights and licensed rights in copyrights in
and to the printed documents comprising the Specifications to copy, reproduce
and publish such printed documents and to incorporate portions of such printed
documents in Licensor's own and its Affiliates' documentation related to
compliance with the Specifications.

        2.4     No Other Rights. Except as expressly set forth herein, this
Agreement shall not be construed as granting any rights or interests in or to
(a) the Licensed Technology, (b) any improvements thereto, (c) any particular
design, mode or method unless such design, mode or method is itself essential in
the implementation of the Specifications, or (d) the proprietary rights of
CableLabs, any other licensor or sublicensee, or any third party.

        2.5     MFN. CableLabs shall not sublicense the Licensed Technology to
any entity unless such entity licenses its patents and copyrights which are
essential for compliance with the Specifications to CableLabs on the same terms
and conditions as this Agreement. Except for license fees payable under the
Master License Agreement between CableLabs and RSA Data Security, Inc. dated
December 31, 1997, if CableLabs pays any third party a fee to license its
patents and copyrights which are essential for compliance with the Specification
or requires sublicensees to pay such a fee, CableLabs or its sublicensees shall
pay to Licensor a reasonable royalty substantially equivalent to the greatest
royalty paid to any other such third party.

        2.6     Perpetual License. Except as otherwise provided in Section 8.2
hereof, the license granted hereunder shall be perpetual and irrevocable.

                                       5
<PAGE>

3.      REPRESENTATIONS, WARRANTY AND DISCLAIMER.

        3.1     Representation. Each party represents and warrants that it has
the corporate power and authority to enter into this Agreement and to carry on
its business as it is now being conducted.

        3.2     DISCLAIMER OF WARRANTIES. THE LICENSED TECHNOLOGY IS PROVIDED
"AS IS" AND THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, (1) ANY WARRANTY THAT THE LICENSED TECHNOLOGY OR
LICENSED PRODUCTS DO NOT INFRINGE ANY PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL
OR INDUSTRIAL PROPERTY RIGHTS, (2) ANY WARRANTY THAT ANY PATENTS INCLUDED IN THE
LICENSED TECHNOLOGY ARE VALID OR ENFORCEABLE, (3) ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR (4) THAT THE RIGHTS AND
LICENSES GRANTED TO CableLabs HEREUNDER COMPRISE ALL THE RIGHTS AND LICENSES
NECESSARY OR DESIRABLE TO PRACTICE, DEVELOP, MAKE AND SELL LICENSED PRODUCTS.

4.      OBLIGATIONS OF SUBLICENSEES.

        4.1     Marking of Licensed Products. Each sublicensee of CableLabs (or
CableLabs, if CableLabs manufactures Licensed Products) shall mark each Licensed
Product in the form, manner and location agreed between Licensor and such
sublicensee, with one or more patent numbers of patents in such countries under
which a license is granted under this Agreement.

        4.2     Limited Scope of License. CableLabs shall require each
sublicensee of the Licensed Technology to agree for the benefit of Licensor that
the sublicense granted does not give any right to the Licensed Technology other
than to make, have made, use, offer to sell, sell and import Licensed Products.
Licensor hereby agrees, for the benefit of each party granting a license to
CableLabs on the same terms and conditions as this Agreement, that the license
granted does not give any right to practice the patents and copyrights of any
other such party sublicensed to Licensor hereunder other than as may be
essential to make, have made, use, offer to sell, sell and import Licensed
Products.

        4.3     Certification of Licensed Products. Each sublicensee of
CableLabs (or CableLabs, if CableLabs manufactures Licensed Products) shall use
best efforts to certify each Licensed Product in accordance with the
certification procedures posted on the DOCSIS web site, www.cablemodem.com.
CableLabs shall use best efforts to make the certification process fair and
non-discriminatory. CableLabs shall have the right to terminate the sublicense
granted hereunder if sublicensee fails to meet its material obligations under
this section within nine months of commencing certification procedures.

                                       6
<PAGE>

5.      LIMITATION OF LIABILITY.

            IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY,
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING
WITHOUT LIMITATION LOSS OF PROFIT, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD
PARTIES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED
AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT.

6.      INFRINGEMENT AND ENFORCEMENT ACTIONS.

        6.1     Notification of Infringement. CableLabs shall immediately notify
Licensor of any infringement, potential or actual, which may come to CableLabs's
attention, of any Licensed Technology and shall provide Licensor with the
available evidence, if any, of such infringement.

        6.2     Enforcement of Rights in Licensed Technology. Licensor, at its
sole expense, shall have the right to determine the appropriate course of action
to enforce its rights in Licensed Technology or otherwise abate the infringement
thereof, to take (or refrain from taking) appropriate action to enforce Licensed
Technology, to control any litigation or other enforcement action and to enter
into, or permit, the settlement of any such litigation or other enforcement
action with respect to Licensed Technology. CableLabs shall fully cooperate with
Licensor in any action to enforce Licensor's rights in the Licensed Technology,
including furnishing, without charge, except out-of-pocket expenses, any
evidence, documents and testimony as may be required in such action. If Licensor
gives CableLabs notice that an entity has commenced an action involving the
Licensed Technology against Licensor or that Licensor has commenced such an
action against an entity, CableLabs shall not grant a sublicense hereunder
regarding Licensor's Licensed Technology to such entity.

7.      AMENDMENTS FOR FUTURE SPECIFICATIONS

        7.1     Periodic Amendments. CableLabs may revise the Specifications
from time to time until June 1, 2001. CableLabs intends to issue, from time to
time, full reprints of the Specifications, with changes, in the form of
"Revisions" and to designate such revisions with control numbers such as "Rev.
1.1," and similar designations. Also, between the issuance of "Revisions,"
CableLabs intends to issue "Change Notices" and to designate the change notices
with unique control numbers. CableLabs shall promptly make all revisions
available, in full, on CableLabs' www.cablemodem.com web site. CableLabs shall
conspicuously mark each Revision as either a Major Change or a Minor Change.
CableLabs shall use its best efforts, in good faith, to determine whether a
revision is a "Major Change" or a "Minor Change" in accordance with this Section
7.

        7.2     Major Changes. A "Major Change" shall be any revision that is
not a Minor Change. All Major Changes posted on CableLabs' www.cablemodem.com
web site by

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<PAGE>

12:00 a.m. on the first day of any calendar month shall become final at 12:00
a.m. on the first day of the next calendar month unless Licensor (or any
sublicensee under Section 2.2) provides written notice to CableLabs objecting to
the Revision. The sole ground of objection shall be that the Revision includes
patents, copyrights, or trade secrets of the objecting party that are not
already licensed to CableLabs through this Agreement (for Licensor) or through a
similar agreement (for a sublicensee). If CableLabs receives such an objection,
CableLabs shall provide written notice to Licensor that the Revision is not
effective, and CableLabs shall include a copy of the notice of objection (if
from a sublicensee).

        7.3     Minor Changes. A "Minor Change" shall be any Revision that only
clarifies or corrects a previous version of the Specifications. Unless CableLabs
receives a written notice of objection from Licensor or any sublicensee, all
Minor Changes posted on CableLabs' www.cablemodem.com web site by 12:00 a.m. on
the 8th day of any calendar month shall become effective on the 15th day of that
month. Unless CableLabs receives a written notice of objection from Licensor or
any sublicensee, all Minor Changes posted on CableLabs' www.cablemodem.com web
site by 12:00 a.m. on the 21st day of any calendar month shall become effective
on the 28th day of that month. The sole ground of objection shall be that the
Revision includes patents, copyrights, or trade secrets of the objecting party
that are not already licensed to CableLabs through this Agreement (for Licensor)
or through a similar agreement (for a sublicensee). If CableLabs receives such
an objection, CableLabs shall provide written notice to Licensor that the
Revision is not effective, and CableLabs shall include a copy of the notice of
objection (if from a sublicensee).

8.      TERM AND TERMINATION.

        8.1     Term. This Agreement shall continue in full force and effect
until terminated in accordance with its terms.

        8.2     Termination of Sublicenses. If a sublicensee shall sue or
counterclaim against General Instrument, Bay Networks, 3Com or Broadcom (each a
"Vendor Author"), alleging either infringement of any copyright or patent
rights, or trade secret misappropriation, in any form, whether in the
data-over-cable field or otherwise, such Vendor Author may terminate such
sublicensee's license to any of such Vendor Author's patents and copyrights
hereunder and counterclaim based on any continued practice of any such patent or
any continued violation of any such copyright. Such termination shall affect
only that portion of the sublicense covering such Vendor Author's intellectual
property, and such sublicense shall otherwise remain in fullforce and effect.
Such termination shall be effective upon receipt by the sublicensee of written
notice of termination from such Vendor Author, however, it shall not affect the
right to use any Licensed Product manufactured by or for and sold or otherwise
distributed by such sublicensee prior to such termination. Such Vendor Author
shall promptly provide a copy of such notice to CableLabs as required in this
Agreement.

        If any Vendor Author shall sue another Vendor Author (the "Defending
Vendor Author"), alleging either infringement of any copyright or patent rights,
or trade secret misappropriation, in any form, whether in the data-over-cable
field or otherwise, the Defending

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Vendor Author may terminate such other Vendor Author's license as a sublicensee
under Section 2.3 to any of the Defending Vendor Author's rights and
counterclaim based on any continued practice of any such rights. Such
termination shall affect only that portion of the sublicense covering such
Defending Vendor Author's intellectual property, and such sublicense shall
otherwise remain in full force and effect. Such termination shall be effective
upon receipt by such other Vendor Author of written notice of termination by the
Defending Vendor Author, however, it shall not affect the right to use any
Licensed Product manufactured by or for and sold or otherwise distributed by
such other Vendor Author prior to such termination. The Defending Vendor Author
shall promptly provide a copy of such notice to CableLabs as required in this
Agreement.

        CableLabs will reasonably cooperate to effect any termination under this
Section 8.2. CableLabs shall act only administratively and shall not be required
to exercise any judgment about the merits of any such termination.

        8.3     Survival. Expiration or termination of this Agreement shall not
relieve the parties of any obligation accruing prior to such expiration or
termination, and the provisions of Section 5 ("Limitation of Liability") and
Section 9 ("General") shall survive termination or expiration of this Agreement.

9.      GENERAL.

        9.1     Publicity. CableLabs and Licensor may make, separately, or
jointly, public announcements of this Agreement anytime after the signing of
this Agreement. Except as required by law, the timing and content of such
announcements by a party shall be subject to the prior written approval of the
other party.

        9.2     Waiver. The failure of any party to enforce any of the terms and
conditions of this Agreement shall not constitute a waiver of that party's right
thereafter to enforce each and every term and condition of this Agreement or
upon reasonable notice to require correction of a default previously waived.

        9.3     Severability. Should one or more provisions of this Agreement be
or become invalid, the parties shall substitute, by mutual consent, valid
provisions for such invalid provisions which valid provisions in their economic
effect are sufficiently similar to the invalid provisions that it can be
reasonably assumed that the parties would have entered into this Agreement with
such provisions. In case such provisions cannot be agreed upon, the invalidity
of one or several provisions of this Agreement shall not affect the validity of
this Agreement as a whole, unless the invalid provisions are of such essential
importance to this Agreement that it can be reasonably assumed that the parties
would not have entered into this Agreement without the invalid provisions.

        9.4     Governing Law. This Agreement shall be governed by and
interpreted in accordance with laws of the State of New York, excluding its
choice of law rules.

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        9.5     Headings. The parties acknowledge that the headings to the
sections hereof are for reference purposes only and shall not be used in the
interpretation of this Agreement.

        9.6     Assignment. CableLabs shall not assign its rights or obligations
under this Agreement without the prior written consent of Licensor. Licensor may
assign all of its rights and obligations hereunder without the consent of
CableLabs. Any permitted assignee shall assume all obligations of its assignor
under this Agreement. Any purported assignment in violation of this Section 9.6
shall be void.

        9.7     Notices. All notices permitted or required under this Agreement
shall be in writing and shall be delivered as follows with notice deemed given
as indicated: (a) by personal delivery when delivered personally; (b) by
overnight courier upon written notification of receipt; (c) by telecopy or
facsimile transmission upon acknowledgment of receipt of electronic
transmission; or (d) by certified or registered mail, return receipt requested,
five (5) days after deposit in the mail. All notices must be sent to the
following addresses, or to such other address that the receiving party may have
provided for the purpose of notice in accordance with this Section:

        If to CableLabs:            Ms. Dorothy Raymond
                                    Cable Television Laboratories, Inc.
                                    400 Centennial Parkway
                                    Louisville, Colorado  80027-1266

        If to Licensor:             The notice address on the front of this
                                    Agreement.

        9.8     Force Majeure. Neither party shall be liable hereunder by reason
of any failure or delay in the performance of its obligations hereunder on
account of strikes, shortages, riots, insurrection, fires, flood, storm,
explosions, acts of God, war, governmental action, labor conditions, earthquakes
or any other cause which is beyond the reasonable control of such party.

        9.9     Consent to Jurisdiction. CableLabs shall require each '
sublicensee of the Licensed Technology to irrevocably consent, for the benefit
of Licensor, to the personal jurisdiction of the state and federal courts
located in the county of the city and state identified in Section 9.7 for
Licensor with respect to a dispute involving the licensed technology. Licensor
hereby irrevocably consents, for the benefit of each party granting a license to
CableLabs on the same terms and conditions as this Agreement (each, a "Third
Party Licensor"), to the personal jurisdiction of the state and federal courts
located in the county of the city and state identified in the notice provisions
for each such Third Party Licensor with respect to a dispute involving each such
Third Party Licensor's intellectual property which is sublicensed to Licensor
pursuant to Section 2.3 of this Agreement. If two pool participants file actions
naming each other as defendants in differing jurisdictions under this provision,
the actions shall be consolidated in one jurisdiction as follows: (a) in the
jurisdiction of the party who filed the first action, if the party who filed
first alleges in good faith the infringement of an issued patent (by patent
number) or copyright licensed or sublicensed by such party hereunder; (b) in the
jurisdiction of the party who

                                       10
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filed the second action, if the party who filed first does not allege the
infringement of an issued patent (by patent number) or copyright licensed
hereunder and the party who filed the second action does allege in good faith
the infringement of an issued patent (by patent number) or copyright licensed or
sublicensed by such party hereunder; and (c) in such jurisdiction as determined
by the applicable laws of the State of New York, in all other cases.

        9.10    Construction of Agreement. This Agreement shall not be construed
for or against any party based on any rule of construction concerning who
prepared this Agreement or otherwise.

        9.11    Recovery of Litigation Costs. If any legal action or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorney's fees and other costs incurred in
connection with that action or proceeding, in addition to any other relief to
which it may be entitled.

        9.12    General Construction. As used in this Agreement, the plural form
and singular form each shall be deemed to include the other in all cases where
such form would apply. "Includes" and "including" are not limiting, and "or" is
not exclusive.

        9.13    Amendments. No change, modification, extension, termination or
waiver of this Agreement, or any of the provisions herein contained, shall be
valid unless made in writing and signed by duly authorized representatives of
the parties hereto.

        9.14    Entire Agreement. This Agreement sets forth the entire agreement
of the parties with respect to its subject matter, and supersedes all prior
agreements, commitments, or representations of any kind, oral or written with
respect thereto. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties hereto relating to the
subject matter of this Agreement which are not fully expressed herein.

        IN WITNESS WHEREOF, the duly authorized representatives of the parties
have executed this Agreement.

LICENSOR                                Cable Television Laboratories, Inc.

By: /s/ Zaki Rakib                      By: /s/ Christopher J. Lammers

Name:     Zaki Rakib                    Name: Christopher J. Lammers

Title:  Chief Executive Officer         Title: Executive Vice President and
                                        Chief Operating Officer

Date:  December 21, 2001                Date: December 21, 2001

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