Nayna Networks, Inc.
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>v030454_ex10-5.txt
<TEXT>
                                                                    Exhibit 10.5

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

      INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of
November 17, 2005, by and among Nayna Networks, Inc., a Nevada corporation (the
"Company"), and the secured parties signatory hereto and their respective
endorsees, transferees and assigns (collectively, the "Secured Party").

                              W I T N E S S E T H :

      WHEREAS, pursuant to a Securities Purchase Agreement, dated the date
hereof, between Company and the Secured Party (the "Purchase Agreement"),
Company has agreed to issue to the Secured Party and the Secured Party has
agreed to purchase from Company certain of Company's 8% Callable Secured
Convertible Notes, due three years from the date of issue (the "Notes"), which
are convertible into shares of Company's Common Stock, par value $.0001 per
share (the "Common Stock"). In connection therewith, Company shall issue the
Secured Party certain Common Stock purchase warrants (the "Warrants"); and

      WHEREAS, in order to induce the Secured Party to purchase the Notes,
Company has agreed to execute and deliver to the Secured Party this Agreement
for the benefit of the Secured Party and to grant to it a first priority
security interest in certain Intellectual Property (defined below) of Company to
secure the prompt payment, performance and discharge in full of all of Company's
obligations under the Notes and exercise and discharge in full of Company's
obligations under the Warrants; and

      NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

      1. Defined Terms. Unless otherwise defined herein, terms which are defined
in the Purchase Agreement and used herein are so used as so defined; and the
following terms shall have the following meanings:

                  "Software Intellectual Property" shall mean:

      (a) all software programs (including all source code, object code and all
related applications and data files), whether now owned, upgraded, enhanced,
licensed or leased or hereafter acquired by the Company, above;

      (b) all computers and electronic data processing hardware and firmware
associated therewith;

      (c) all documentation (including flow charts, logic diagrams, manuals,
guides and specifications) with respect to such software, hardware and firmware
described in the preceding clauses (a) and (b); and

      (d) all rights with respect to all of the foregoing, including, without
limitation, any and all upgrades, modifications, copyrights, licenses, options,
warranties, service contracts, program services, test rights, maintenance
rights, support rights, improvement rights, renewal rights and indemnifications
and substitutions, replacements, additions, or model conversions of any of the
foregoing.

<PAGE>

      "Copyrights" shall mean (a) all copyrights, registrations and applications
for registration, issued or filed, including any reissues, extensions or
renewals thereof, by or with the United States Copyright Office or any similar
office or agency of the United States, any state thereof, or any other country
or political subdivision thereof, or otherwise, including, all rights in and to
the material constituting the subject matter thereof, including, without
limitation, any referred to in Schedule B hereto, and (b) any rights in any
material which is copyrightable or which is protected by common law, United
States copyright laws or similar laws or any law of any State, including,
without limitation, any thereof referred to in Schedule B hereto.

      "Copyright License" shall mean any agreement, written or oral, providing
for a grant by the Company of any right in any Copyright, including, without
limitation, any thereof referred to in Schedule B hereto.

      "Intellectual Property" shall means, collectively, the Software
Intellectual Property, Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trademarks, Trademark Licenses and Trade Secrets.

      "Obligations" means all of the Company's obligations under this Agreement
and the Notes, in each case, whether now or hereafter existing, voluntary or
involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from
time to time decreased or extinguished and later decreased, created or incurred,
and all or any portion of such obligations or liabilities that are paid, to the
extent all or any part of such payment is avoided or recovered directly or
indirectly from the Secured Party as a preference, fraudulent transfer or
otherwise as such obligations may be amended, supplemented, converted, extended
or modified from time to time.

      "Patents" shall mean (a) all letters patent of the United States or any
other country or any political subdivision thereof, and all reissues and
extensions thereof, including, without limitation, any thereof referred to in
Schedule B hereto, and (b) all applications for letters patent of the United
States and all divisions, continuations and continuations-in-part thereof or any
other country or any political subdivision, including, without limitation, any
thereof referred to in Schedule B hereto.

      "Patent License" shall mean all agreements, whether written or oral,
providing for the grant by the Company of any right to manufacture, use or sell
any invention covered by a Patent, including, without limitation, any thereof
referred to in Schedule B hereto.

      "Security Agreement" shall mean the a Security Agreement, dated the date
hereof between Company and the Secured Party.

      "Trademarks" shall mean (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers, and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any state thereof or any other
country or any political subdivision thereof, or otherwise, including, without
limitation, any thereof referred to in Schedule B hereto, and (b) all reissues,
extensions or renewals thereof.

                                      C-2
<PAGE>

      "Trademark License" shall mean any agreement, written or oral, providing
for the grant by the Company of any right to use any Trademark, including,
without limitation, any thereof referred to in Schedule B hereto.

      "Trade Secrets" shall mean common law and statutory trade secrets and all
other confidential or proprietary or useful information and all know-how
obtained by or used in or contemplated at any time for use in the business of
the Company (all of the foregoing being collectively called a "Trade Secret"),
whether or not such Trade Secret has been reduced to a writing or other tangible
form, including all documents and things embodying, incorporating or referring
in any way to such Trade Secret, all Trade Secret licenses, including each Trade
Secret license referred to in Schedule B hereto, and including the right to sue
for and to enjoin and to collect damages for the actual or threatened
misappropriation of any Trade Secret and for the breach or enforcement of any
such Trade Secret license.

      2. Grant of Security Interest. In accordance with Section 3(m) of the
Security Agreement, to secure the complete and timely payment, performance and
discharge in full, as the case may be, of all of the Obligations, the Company
hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the
Secured Party, a continuing security interest in, a continuing first lien upon,
an unqualified right to possession and disposition of and a right of set-off
against, in each case to the fullest extent permitted by law, all of the
Company's right, title and interest of whatsoever kind and nature in and to the
Intellectual Property (the "Security Interest").

      3. Representations and Warranties. The Company hereby represents and
warrants, and covenants and agrees with, the Secured Party as follows:

      (a) The Company has the requisite corporate power and authority to enter
into this Agreement and otherwise to carry out its obligations thereunder. The
execution, delivery and performance by the Company of this Agreement and the
filings contemplated therein have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company.
This Agreement constitutes a legal, valid and binding obligation of the Company
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditor's rights generally.

      (b) The Company represents and warrants that it has no place of business
or offices where its respective books of account and records are kept (other
than temporarily at the offices of its attorneys or accountants) or places where
the Intellectual Property is stored or located, except as set forth on Schedule
A attached hereto;

      (c) The Company is the sole owner of the Intellectual Property (except for
non-exclusive licenses granted by the Company in the ordinary course of
business), free and clear of any liens, security interests, encumbrances, rights
or claims, and is fully authorized to

                                      C-3
<PAGE>

grant the Security Interest in and to pledge the Intellectual Property. There is
not on file in any governmental or regulatory authority, agency or recording
office an effective financing statement, security agreement, license or transfer
or any notice of any of the foregoing (other than those that have been filed in
favor of the Secured Party pursuant to this Agreement) covering or affecting any
of the Intellectual Property. So long as this Agreement shall be in effect, the
Company shall not execute and shall not knowingly permit to be on file in any
such office or agency any such financing statement or other document or
instrument (except to the extent filed or recorded in favor of the Secured Party
pursuant to the terms of this Agreement), except for a financing statement
covering assets acquired by the Company after the date hereof, provided that the
value of the Intellectual Property covered by this Agreement along with the
Collateral (as defined in the Security Agreement) is equal to at least 150% of
the Obligations.

      (d) The Company shall at all times maintain its books of account and
records relating to the Intellectual Property at its principal place of business
and its Intellectual Property at the locations set forth on Schedule A attached
hereto and may not relocate such books of account and records unless it delivers
to the Secured Party at least 30 days prior to such relocation (i) written
notice of such relocation and the new location thereof (which must be within the
United States) and (ii) evidence that the necessary documents have been filed
and recorded and other steps have been taken to perfect the Security Interest to
create in favor of the Secured Party valid, perfected and continuing first
priority liens in the Intellectual Property to the extent they can be perfected
through such filings.

      (e) This Agreement creates in favor of the Secured Party a valid security
interest in the Intellectual Property securing the payment and performance of
the Obligations and, upon making the filings required hereunder, a perfected
first priority security interest in such Intellectual Property to the extent
that it can be perfected through such filings.

      (f) Upon request of the Secured Party, the Company shall execute and
deliver any and all agreements, instruments, documents, and papers as the
Secured Party may request to evidence the Secured Party's security interest in
the Intellectual Property and the goodwill and general intangibles of the
Company relating thereto or represented thereby, and the Company hereby appoints
the Secured Party its attorney-in-fact to execute and file all such writings for
the foregoing purposes, all acts of such attorney being hereby ratified and
confirmed; such power being coupled with an interest is irrevocable until the
Obligations have been fully satisfied and are paid in full.

      (g) The execution, delivery and performance of this Agreement does not
conflict with or cause a breach or default, or an event that with or without the
passage of time or notice, shall constitute a breach or default, under any
agreement to which the Company is a party or by which the Company is bound. No
consent (including, without limitation, from stock holders or creditors of the
Company) is required for the Company to enter into and perform its obligations
hereunder.

      (h) The Company shall at all times maintain the liens and Security
Interest provided for hereunder as valid and perfected first priority liens and
security interests in the Intellectual Property to the extent they can be
perfected by filing in favor of the Secured Party until this Agreement and the
Security Interest hereunder shall terminate pursuant to Section 11.

                                      C-4
<PAGE>

The Company hereby agrees to defend the same against any and all persons. The
Company shall safeguard and protect all Intellectual Property for the account of
the Secured Party. Without limiting the generality of the foregoing, the Company
shall pay all fees, taxes and other amounts necessary to maintain the
Intellectual Property and the Security Interest hereunder, and the Company shall
obtain and furnish to the Secured Party from time to time, upon demand, such
releases and/or subordinations of claims and liens which may be required to
maintain the priority of the Security Interest hereunder.

      (i) The Company will not transfer, pledge, hypothecate, encumber, license
(except for non-exclusive licenses granted by the Company in the ordinary course
of business), sell or otherwise dispose of any of the Intellectual Property
without the prior written consent of the Secured Party.

      (j) The Company shall, within ten (10) days of obtaining knowledge
thereof, advise the Secured Party promptly, in sufficient detail, of any
substantial change in the Intellectual Property, and of the occurrence of any
event which would have a material adverse effect on the value of the
Intellectual Property or on the Secured Party's security interest therein.

      (k) The Company shall permit the Secured Party and its representatives and
agents to inspect the Intellectual Property at any time, and to make copies of
records pertaining to the Intellectual Property as may be requested by the
Secured Party from time to time.

      (l) The Company will take all steps reasonably necessary to diligently
pursue and seek to preserve, enforce and collect any rights, claims, causes of
action and accounts receivable in respect of the Intellectual Property.

      (m) The Company shall promptly notify the Secured Party in sufficient
detail upon becoming aware of any attachment, garnishment, execution or other
legal process levied against any Intellectual Property and of any other
information received by the Company that may materially affect the value of the
Intellectual Property, the Security Interest or the rights and remedies of the
Secured Party hereunder.

      (n) All information heretofore, herein or hereafter supplied to the
Secured Party by or on behalf of the Company with respect to the Intellectual
Property is accurate and complete in all material respects as of the date
furnished.

      (o) Schedule A attached hereto contains a list of all of the subsidiaries
of Company.

      (p) Schedule B attached hereto includes all Licenses, and all Patents and
Patent Licenses, if any, owned by the Company in its own name as of the date
hereof. Schedule B hereto includes all Trademarks and Trademark Licenses, if
any, owned by the Company in its own name as of the date hereof. Schedule B
hereto includes all Copyrights and Copyright Licenses, if any, owned by the
Company in its own name as of the date hereof. Schedule B hereto includes all
Trade Secrets and Trade Secret Licenses, if any, owned by the Company as of the
date hereof. To the best of the Company's knowledge, each License, Patent,
Trademark, Copyright and Trade Secret is valid, subsisting, unexpired,
enforceable and has not

                                      C-5
<PAGE>

been abandoned. Except as set forth in Schedule B, none of such Licenses,
Patents, Trademarks, Copyrights and Trade Secrets is the subject of any
licensing or franchise agreement. To the best of the Company's knowledge, no
holding, decision or judgment has been rendered by any Governmental Body which
would limit, cancel or question the validity of any License, Patent, Trademark,
Copyright and Trade Secrets . No action or proceeding is pending (i) seeking to
limit, cancel or question the validity of any License, Patent, Trademark,
Copyright or Trade Secret, or (ii) which, if adversely determined, would have a
material adverse effect on the value of any License, Patent, Trademark,
Copyright or Trade Secret. The Company has used and will continue to use for the
duration of this Agreement, proper statutory notice in connection with its use
of the Patents, Trademarks and Copyrights and consistent standards of quality in
products leased or sold under the Patents, Trademarks and Copyrights.

      (q) With respect to any Intellectual Property:

            (i)   such Intellectual Property is subsisting and has not been
                  adjudged invalid or unenforceable, in whole or in part;

            (ii)  such Intellectual Property is valid and enforceable;

            (iii) the Company has made all necessary filings and recordations to
                  protect its interest in such Intellectual Property, including,
                  without limitation, recordations of all of its interests in
                  the Patents, Patent Licenses, Trademarks and Trademark
                  Licenses in the United States Patent and Trademark Office and
                  in corresponding offices throughout the world and its claims
                  to the Copyrights and Copyright Licenses in the United States
                  Copyright Office and in corresponding offices throughout the
                  world;

            (iv)  other than as set forth in Schedule B, the Company is the
                  exclusive owner of the entire and unencumbered right, title
                  and interest in and to such Intellectual Property and no claim
                  has been made that the use of such Intellectual Property
                  infringes on the asserted rights of any third party; and

            (v)   the Company has performed and will continue to perform all
                  acts and has paid all required fees and taxes to maintain each
                  and every item of Intellectual Property in full force and
                  effect throughout the world, as applicable.

      (r) Except with respect to any Trademark or Copyright that the Company
shall reasonably determine is of negligible economic value to the Company, the
Company shall:

                                      C-6
<PAGE>

      (i) maintain each Trademark and Copyright in full force free from any
claim of abandonment for non-use, maintain as in the past the quality of
products and services offered under such Trademark or Copyright; employ such
Trademark or Copyright with the appropriate notice of registration; not adopt or
use any mark which is confusingly similar or a colorable imitation of such
Trademark or Copyright unless the Secured Party shall obtain a perfected
security interest in such mark pursuant to this Agreement; and not (and not
permit any licensee or sublicensee thereof to) do any act or knowingly omit to
do any act whereby any Trademark or Copyright may become invalidated;

      (ii) not, except with respect to any Patent that it shall reasonably
determine is of negligible economic value to it, do any act, or omit to do any
act, whereby any Patent may become abandoned or dedicated; and

      (iii) notify the Secured Party immediately if it knows, or has reason to
know, that any application or registration relating to any Patent, Trademark or
Copyright may become abandoned or dedicated, or of any adverse determination or
development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, United States Copyright Office or any court or tribunal in any
country) regarding its ownership of any Patent, Trademark or Copyright or its
right to register the same or to keep and maintain the same.

      (s) Whenever the Company, either by itself or through any agent, employee,
licensee or designee, shall file an application for the registration of any
Patent, Trademark or Copyright with the United States Patent and Trademark
Office, United States Copyright Office or any similar office or agency in any
other country or any political subdivision thereof or acquire rights to any new
Patent, Trademark or Copyright whether or not registered, report such filing to
the Secured Party within five business days after the last day of the fiscal
quarter in which such filing occurs.

      (t) The Company shall take all reasonable and necessary steps, including,
without limitation, in any proceeding before the United States Patent and
Trademark Office, United States Copyright Office or any similar office or agency
in any other country or any political subdivision thereof, to maintain and
pursue each application (and to obtain the relevant registration) and to
maintain each registration of the Patents, Trademarks and Copyrights, including,
without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

      (u) In the event that any Patent, Trademark or Copyright included in the
Intellectual Property is infringed, misappropriated or diluted by a third party,
promptly notify the Secured Party after it learns thereof and shall, unless it
shall reasonably determine that such Patent, Trademark or Copyright is of
negligible economic value to it, which determination it shall promptly report to
the Secured Party, promptly sue for infringement, misappropriation or dilution,
to seek injunctive relief where appropriate and to recover any and all damages
for such infringement, misappropriation or dilution, or take such other actions
as it shall reasonably deem appropriate under the circumstances to protect such
Patent, Trademark or Copyright. If the Company lacks the financial resources to
comply with this Section 3(t), the Company shall so notify the Secured Party and
shall cooperate fully with any enforcement action undertaken by the Secured
Party on behalf of the Company.

                                      C-7
<PAGE>

      4. Defaults. The following events shall be "Events of Default":

      (a) The occurrence of an Event of Default (as defined in the Notes) under
the Notes;

      (b) Any representation or warranty of the Company in this Agreement or in
the Security Agreement shall prove to have been incorrect in any material
respect when made;

      (c) The failure by the Company to observe or perform any of its
obligations hereunder or in the Security Agreement for ten (10) days after
receipt by the Company of notice of such failure from the Secured Party; and

      (d) Any breach of, or default under, the Warrants.

      5. Duty To Hold In Trust. Upon the occurrence of any Event of Default and
at any time thereafter, the Company shall, upon receipt by it of any revenue,
income or other sums subject to the Security Interest, whether payable pursuant
to the Notes or otherwise, or of any check, draft, note, trade acceptance or
other instrument evidencing an obligation to pay any such sum, hold the same in
trust for the Secured Party and shall forthwith endorse and transfer any such
sums or instruments, or both, to the Secured Party for application to the
satisfaction of the Obligations.

      6. Rights and Remedies Upon Default. Upon occurrence of any Event of
Default and at any time thereafter, the Secured Party shall have the right to
exercise all of the remedies conferred hereunder and under the Notes, and the
Secured Party shall have all the rights and remedies of a secured party under
the UCC and/or any other applicable law (including the Uniform Commercial Code
of any jurisdiction in which any Intellectual Property is then located). Without
limitation, the Secured Party shall have the following rights and powers:

      (a) The Secured Party shall have the right to take possession of the
Intellectual Property and, for that purpose, enter, with the aid and assistance
of any person, any premises where the Intellectual Property, or any part
thereof, is or may be placed and remove the same, and the Company shall assemble
the Intellectual Property and make it available to the Secured Party at places
which the Secured Party shall reasonably select, whether at the Company's
premises or elsewhere, and make available to the Secured Party, without rent,
all of the Company's respective premises and facilities for the purpose of the
Secured Party taking possession of, removing or putting the Intellectual
Property in saleable or disposable form.

      (b) The Secured Party shall have the right to operate the business of the
Company using the Intellectual Property and shall have the right to assign,
sell, lease or otherwise dispose of and deliver all or any part of the
Intellectual Property, at public or private sale or otherwise, either with or
without special conditions or stipulations, for cash or on credit or for future
delivery, in such parcel or parcels and at such time or times and at such place
or places, and upon such terms and conditions as the Secured Party may deem
commercially reasonable, all without (except as shall be required by applicable
statute and cannot be waived) advertisement or demand upon or notice to the
Company or right of redemption of the Company, which are hereby expressly
waived. Upon each such sale, lease, assignment or other transfer of

                                      C-8
<PAGE>

Intellectual Property, the Secured Party may, unless prohibited by applicable
law which cannot be waived, purchase all or any part of the Intellectual
Property being sold, free from and discharged of all trusts, claims, right of
redemption and equities of the Company, which are hereby waived and released.

      7. Applications of Proceeds. The proceeds of any such sale, lease or other
disposition of the Intellectual Property hereunder shall be applied first, to
the expenses of retaking, holding, storing, processing and preparing for sale,
selling, and the like (including, without limitation, any taxes, fees and other
costs incurred in connection therewith) of the Intellectual Property, to the
reasonable attorneys' fees and expenses incurred by the Secured Party in
enforcing its rights hereunder and in connection with collecting, storing and
disposing of the Intellectual Property, and then to satisfaction of the
Obligations, and to the payment of any other amounts required by applicable law,
after which the Secured Party shall pay to the Company any surplus proceeds. If,
upon the sale, license or other disposition of the Intellectual Property, the
proceeds thereof are insufficient to pay all amounts to which the Secured Party
is legally entitled, the Company will be liable for the deficiency, together
with interest thereon, at the rate of 15% per annum (the "Default Rate"), and
the reasonable fees of any attorneys employed by the Secured Party to collect
such deficiency. To the extent permitted by applicable law, the Company waives
all claims, damages and demands against the Secured Party arising out of the
repossession, removal, retention or sale of the Intellectual Property, unless
due to the gross negligence or willful misconduct of the Secured Party.

      8. Costs and Expenses. The Company agrees to pay all out-of-pocket fees,
costs and expenses incurred in connection with any filing required hereunder,
including without limitation, any financing statements, continuation statements,
partial releases and/or termination statements related thereto or any expenses
of any searches reasonably required by the Secured Party. The Company shall also
pay all other claims and charges which in the reasonable opinion of the Secured
Party might prejudice, imperil or otherwise affect the Intellectual Property or
the Security Interest therein. The Company will also, upon demand, pay to the
Secured Party the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the Secured Party may incur in connection with (i) the enforcement of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Intellectual Property, or (iii) the
exercise or enforcement of any of the rights of the Secured Party under the
Notes. Until so paid, any fees payable hereunder shall be added to the principal
amount of the Notes and shall bear interest at the Default Rate.

      9. Responsibility for Intellectual Property. The Company assumes all
liabilities and responsibility in connection with all Intellectual Property, and
the obligations of the Company hereunder or under the Notes and the Warrants
shall in no way be affected or diminished by reason of the loss, destruction,
damage or theft of any of the Intellectual Property or its unavailability for
any reason.

      10. Security Interest Absolute. All rights of the Secured Party and all
Obligations of the Company hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement,
the Notes, the Warrants or any agreement entered into in connection with the
foregoing, or any portion hereof or thereof; (b) any

                                      C-9
<PAGE>

change in the time, manner or place of payment or performance of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Notes, the Warrants or any other
agreement entered into in connection with the foregoing; (c) any exchange,
release or nonperfection of any of the Intellectual Property, or any release or
amendment or waiver of or consent to departure from any other Intellectual
Property for, or any guaranty, or any other security, for all or any of the
Obligations; (d) any action by the Secured Party to obtain, adjust, settle and
cancel in its sole discretion any insurance claims or matters made or arising in
connection with the Intellectual Property; or (e) any other circumstance which
might otherwise constitute any legal or equitable defense available to the
Company, or a discharge of all or any part of the Security Interest granted
hereby. Until the Obligations shall have been paid and performed in full, the
rights of the Secured Party shall continue even if the Obligations are barred
for any reason, including, without limitation, the running of the statute of
limitations or bankruptcy. The Company expressly waives presentment, protest,
notice of protest, demand, notice of nonpayment and demand for performance. In
the event that at any time any transfer of any Intellectual Property or any
payment received by the Secured Party hereunder shall be deemed by final order
of a court of competent jurisdiction to have been a voidable preference or
fraudulent conveyance under the bankruptcy or insolvency laws of the United
States, or shall be deemed to be otherwise due to any party other than the
Secured Party, then, in any such event, the Company's obligations hereunder
shall survive cancellation of this Agreement, and shall not be discharged or
satisfied by any prior payment thereof and/or cancellation of this Agreement,
but shall remain a valid and binding obligation enforceable in accordance with
the terms and provisions hereof. The Company waives all right to require the
Secured Party to proceed against any other person or to apply any Intellectual
Property which the Secured Party may hold at any time, or to marshal assets, or
to pursue any other remedy. The Company waives any defense arising by reason of
the application of the statute of limitations to any obligation secured hereby.

      11. Term of Agreement. This Agreement and the Security Interest shall
terminate on the date on which all payments under the Notes have been made in
full and all other Obligations have been paid or discharged. Upon such
termination, the Secured Party, at the request and at the expense of the
Company, will join in executing any termination statement with respect to any
financing statement executed and filed pursuant to this Agreement.

      12. Power of Attorney; Further Assurances.

      (a) The Company authorizes the Secured Party, and does hereby make,
constitute and appoint it, and its respective officers, agents, successors or
assigns with full power of substitution, as the Company's true and lawful
attorney-in-fact, with power, in its own name or in the name of the Company, to,
after the occurrence and during the continuance of an Event of Default, (i)
endorse any notes, checks, drafts, money orders, or other instruments of payment
(including payments payable under or in respect of any policy of insurance) in
respect of the Intellectual Property that may come into possession of the
Secured Party; (ii) to sign and endorse any UCC financing statement or any
invoice, freight or express bill, bill of lading, storage or warehouse receipts,
drafts against debtors, assignments, verifications and notices in connection
with accounts, and other documents relating to the Intellectual Property; (iii)
to pay or discharge taxes, liens, security interests or other encumbrances at
any time levied or placed on or threatened against the Intellectual Property;
(iv) to demand, collect, receipt for, compromise,

                                      C-10
<PAGE>

settle and sue for monies due in respect of the Intellectual Property; and (v)
generally, to do, at the option of the Secured Party, and at the Company's
expense, at any time, or from time to time, all acts and things which the
Secured Party deems necessary to protect, preserve and realize upon the
Intellectual Property and the Security Interest granted therein in order to
effect the intent of this Agreement, the Notes and the Warrants, all as fully
and effectually as the Company might or could do; and the Company hereby
ratifies all that said attorney shall lawfully do or cause to be done by virtue
hereof. This power of attorney is coupled with an interest and shall be
irrevocable for the term of this Agreement and thereafter as long as any of the
Obligations shall be outstanding.

      (b) On a continuing basis, the Company will make, execute, acknowledge,
deliver, file and record, as the case may be, in the proper filing and recording
places in any jurisdiction, including, without limitation, the jurisdictions
indicated on Schedule C, attached hereto, all such instruments, and take all
such action as may reasonably be deemed necessary or advisable, or as reasonably
requested by the Secured Party, to perfect the Security Interest granted
hereunder and otherwise to carry out the intent and purposes of this Agreement,
or for assuring and confirming to the Secured Party the grant or perfection of a
security interest in all the Intellectual Property.

      (c) The Company hereby irrevocably appoints the Secured Party as the
Company's attorney-in-fact, with full authority in the place and stead of the
Company and in the name of the Company, from time to time in the Secured Party's
discretion, to take any action and to execute any instrument which the Secured
Party may deem necessary or advisable to accomplish the purposes of this
Agreement, including the filing, in its sole discretion, of one or more
financing or continuation statements and amendments thereto, relative to any of
the Intellectual Property without the signature of the Company where permitted
by law.

      13. Notices. All notices, requests, demands and other communications
hereunder shall be in writing, with copies to all the other parties hereto, and
shall be deemed to have been duly given when (i) if delivered by hand, upon
receipt, (ii) if sent by facsimile, upon receipt of proof of sending thereof,
(iii) if sent by nationally recognized overnight delivery service (receipt
requested), the next business day or (iv) if mailed by first-class registered or
certified mail, return receipt requested, postage prepaid, four days after
posting in the U.S. mails, in each case if delivered to the following addresses:

If to the Company:                   Nayna Networks, Inc.
                                     4699 Old Ironsides Drive, Suite 420
                                     Santa Clara, CA 95054
                                     Attention: Chief Executive Officer
                                     Telephone: (408) 956-8000
                                     Facsimile: (408) 956-8730


                                      C-11

<PAGE>


With copies to:                      Hutchison + Mason PLLC
                                     5410 Trinity Road, Suite 400
                                     Raleigh, NC 27607
                                     Attention:   John M. Fogg, Esq.
                                     Telephone:  (919) 829-4325
                                     Facsimile:   (919) 829-9696



         If to the Secured Party:    AJW Partners, LLC
                                     AJW Offshore, Ltd.
                                     AJW Qualified Partners, LLC
                                     New Millennium Capital Partners II, LLC
                                     1044 Northern Boulevard
                                     Suite 302
                                     Roslyn, New York  11576
                                     Attention:  Corey Ribotsky
                                     Facsimile:  516-739-7115

         With copies to:             Ballard Spahr Andrews & Ingersoll, LLP
                                     1735 Market Street, 51st Floor
                                     Philadelphia, Pennsylvania  19103
                                     Attention:  Gerald J. Guarcini, Esquire
                                     Facsimile: 215-864-8999

      14. Other Security. To the extent that the Obligations are now or
hereafter secured by property other than the Intellectual Property or by the
guarantee, endorsement or property of any other person, firm, corporation or
other entity, then the Secured Party shall have the right, in its sole
discretion, to pursue, relinquish, subordinate, modify or take any other action
with respect thereto, without in any way modifying or affecting any of the
Secured Party's rights and remedies hereunder.

      15. Miscellaneous.

      (a) No course of dealing between the Company and the Secured Party, nor
any failure to exercise, nor any delay in exercising, on the part of the Secured
Party, any right, power or privilege hereunder or under the Notes shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.

      (b) All of the rights and remedies of the Secured Party with respect to
the Intellectual Property, whether established hereby or by the Notes or by any
other agreements, instruments or documents or by law shall be cumulative and may
be exercised singly or concurrently.

      (c) This Agreement and the Security Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and is
intended to supersede all prior negotiations, understandings and agreements with
respect thereto. Except as specifically set forth in this Agreement, no
provision of this Agreement may be modified or amended except by a written
agreement specifically referring to this Agreement and signed by the parties
hereto.

                                      C-12
<PAGE>

      (d) In the event that any provision of this Agreement is held to be
invalid, prohibited or unenforceable in any jurisdiction for any reason, unless
such provision is narrowed by judicial construction, this Agreement shall, as to
such jurisdiction, be construed as if such invalid, prohibited or unenforceable
provision had been more narrowly drawn so as not to be invalid, prohibited or
unenforceable. If, notwithstanding the foregoing, any provision of this
Agreement is held to be invalid, prohibited or unenforceable in any
jurisdiction, such provision, as to such jurisdiction, shall be ineffective to
the extent of such invalidity, prohibition or unenforceability without
invalidating the remaining portion of such provision or the other provisions of
this Agreement and without affecting the validity or enforceability of such
provision or the other provisions of this Agreement in any other jurisdiction.

      (e) No waiver of any breach or default or any right under this Agreement
shall be considered valid unless in writing and signed by the party giving such
waiver, and no such waiver shall be deemed a waiver of any subsequent breach or
default or right, whether of the same or similar nature or otherwise.

      (f) This Agreement shall be binding upon and inure to the benefit of each
party hereto and its successors and assigns.

      (g) Each party shall take such further action and execute and deliver such
further documents as may be necessary or appropriate in order to carry out the
provisions and purposes of this Agreement.

      (h) This Agreement shall be construed in accordance with the laws of the
State of New York, except to the extent the validity, perfection or enforcement
of a security interest hereunder in respect of any particular Intellectual
Property which are governed by a jurisdiction other than the State of New York
in which case such law shall govern. Each of the parties hereto irrevocably
submit to the exclusive jurisdiction of any New York State or United States
Federal court sitting in Manhattan county over any action or proceeding arising
out of or relating to this Agreement, and the parties hereto hereby irrevocably
agree that all claims in respect of such action or proceeding may be heard and
determined in such New York State or Federal court. The parties hereto agree
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. The parties hereto further waive any objection to venue
in the State of New York and any objection to an action or proceeding in the
State of New York on the basis of forum non conveniens.

      (i) EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND

                                      C-13
<PAGE>

STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY
HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH
PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.
EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS
RIGHTS TO A JURY TRIAL FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE,
MEANING THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT. IN THE EVENT OF A LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

      (j) This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and, all of which taken
together shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.







                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









                                      C-14
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.

                                      NAYNA NETWORKS, INC.


                                      By:/s/ Naveen S. Bishat
                                        ---------------------------------------
                                             Naveen S. Bisht
                                             Chief Executive Officer


                                      AJW PARTNERS, LLC
                                      By:  SMS Group, LLC


                                      By:/s/ Corey S. Ribotsky
                                         --------------------------------------
                                             Corey S. Ribotsky
                                             Manager


                                      AJW OFFSHORE, LTD.
                                      By:  First Street Manager II, LLC


                                      By:/s/ Corey S. Ribotsky
                                         --------------------------------------
                                             Corey S. Ribotsky
                                             Manager


                                      AJW QUALIFIED PARTNERS, LLC
                                      By:  AJW Manager, LLC


                                      By:/s/ Corey S. Ribotsky
                                         --------------------------------------
                                             Corey S. Ribotsky
                                             Manager


                                      NEW MILLENNIUM CAPITAL
                                      PARTNERS II, LLC
                                      By:  First Street Manager II, LLC


                                      By:/s/ Corey S. Ribotsky
                                         --------------------------------------
                                             Corey S. Ribotsky
                                             Manager


                                      C-15
<PAGE>


                          Counterpart Signature Page to
                              Nayna Networks, Inc.
                    Intellectual Property Security Agreement



HARBORVIEW MASTER FUND LP

By: /s/ Dale J. Elliott
    --------------------------------

Name:   Navigator Management Ltd.

Title:  Authorized Signatory

















                                      C-16


<PAGE>

                          Counterpart Signature Page to
                              Nayna Networks, Inc.
                    Intellectual Property Security Agreement



WHALEHAVEN CAPITAL FUND LTD.

By: /s/ Evan Schemenauer
    --------------------------------

Name:   Evan Schemenauer

Title:  Director
























                                      C-17

<PAGE>

                          Counterpart Signature Page to
                              Nayna Networks, Inc.
                    Intellectual Property Security Agreement



BRISTOL INVESTMENT FUND, LTD.

By: /s/ Paul Kessler
    --------------------------------

Name:   Paul Kessler

Title:  Director























                                      C-18

<PAGE>

                          Counterpart Signature Page to
                              Nayna Networks, Inc.
                    Intellectual Property Security Agreement



ALPHA CAPITAL AG

By: /s/ Konrad Ackerman
    --------------------------------

Name:   Konrad Ackerman

Title:  Director






















                                      C-19


<PAGE>

                          Counterpart Signature Page to
                              Nayna Networks, Inc.
                    Intellectual Property Security Agreement



NITE CAPITAL

By: /s/ Keith A. Goodman
    ----------------------------------
Name: Keith A. Goodman
      --------------------------------
Title: Manager of the General Partner























                                      C-20
</TEXT>
</DOCUMENT>
