MASTER AGREEMENT

 

                                                                EXHIBIT 10.46
                                MASTER AGREEMENT

     This Master Agreement (the "AGREEMENT") is made and entered into as of
May 31, 1996 by and among Retix, a California corporation ("RETIX") and
Internetworking Solutions, a California corporation ("INTERNETWORKING
SOLUTIONS").
                                    RECITALS

     A.   The parties desire to cause Internetworking Solutions to be formed to
operate as a separate entity the internetworking technology business presently
conducted by Retix.

     B.   The parties further wish to set forth the terms and conditions
governing the relationships among them.

     NOW, THEREFORE, in consideration of the covenants and agreements contained
in this Agreement and the Other Agreements (as defined below), and other good
and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:

     1.   DEFINITIONS.  The following terms, whenever used in this Agreement,
shall have the following meanings:

          1.1  "AFFILIATE" shall mean, with respect to any person, any other
person which, directly or indirectly, controls, is controlled by or is under
common control with, such person.  For purposes of this definition,
(i) "control" shall mean the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person through
the ownership of voting securities or by contract or otherwise, and
(ii) Internetworking Solutions and any corporation which joins with
Internetworking Solutions in the filing of a consolidated federal income tax
return shall not be deemed to be Affiliates of Retix or any corporation which
joins with Retix in the filing of a consolidated federal income tax return, and
vice versa.

          1.2  "CHANGE OF CONTROL" shall mean any consolidation, merger, sale of
assets or combination of Internetworking Solutions, whether or not
Internetworking Solutions is the surviving entity, other than where shareholders
of Internetworking Solutions immediately prior to the closing of such
consolidation, merger, sale of assets or combination own at least a majority of
the voting equity securities of the successor entity immediately following such
closing by virtue of voting equity securities of the successor entity received
in connection with such transaction in exchange for shares or other securities
of Internetworking Solutions owned immediately prior to the closing of such
transaction.

          1.3  "BUSINESS OF INTERNETWORKING SOLUTIONS" shall mean (i) operation
of the worldwide internetworking business presently conducted within Retix being
transferred to Internetworking Solutions and consisting of the development,
manufacture, sale, licensing, maintenance and service of internetworking
products; (ii) engaging in such other activities as may be approved by the Board
of Directors of Internetworking Solutions; and (iii) performing all things
necessary or incidental to or connected with or growing out of the foregoing
activities in accordance with the terms and provisions of this Agreement and the
Other Agreements.

          1.4  "CLOSING" shall have the meaning set forth in Section 2.3 of this
Agreement.

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          1.5  "CLOSING DATE" shall mean the date first set forth above, or such
other date as the parties shall mutually agree upon which the Closing shall
occur.

          1.6  "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          1.7  "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          1.8  "FACILITY" shall mean any property owned, leased, operated or
occupied by the Retix related to or affecting the Transferred Business.

          1.9  "GRANT-BACK LICENSE AGREEMENT" shall mean the Grant-Back License
Agreement between Internetworking Solutions and Retix dated as of the date of
this Agreement and attached to this Agreement as EXHIBIT A.

          1.10 "GOVERNMENTAL ENTITY" shall mean any court, tribunal,
administrative agency, commission, or other governmental authority or
instrumentality.

          1.11 "INITIAL PUBLIC OFFERING" shall mean the initial sale of
Internetworking Solutions' Common Stock to the public pursuant to an effective
registration statement under the Securities Act of 1933, as amended, with an
aggregate offering price, net of underwriting discounts and commissions, in
excess of $10,000,000, and with an offering price to the public of at least
$7.50 per share.

          1.12 "LAWS" shall mean all applicable international, federal, state
and local statutes, ordinances, rules and regulations.

          1.13 "LIENS" shall mean mortgages, deeds of trust, pledges, security
interests, charges, liens, leases, licenses, liabilities, assessments,
encumbrances, costs, claims, conditions or restrictions of any nature
whatsoever, direct or indirect, whether accrued, absolute, contingent or
otherwise (including, without limitation any conditional sale or other title
retention agreement and any agreement to give any security interest).

          1.14 "LOAN AGREEMENT" shall mean the Loan Agreement between
Internetworking Solutions and Retix dated as of the date of this Agreement and
attached to this Agreement as EXHIBIT B.

          1.15 "KEY EMPLOYEE OPTION AGREEMENT(S)" shall mean any of the Key
Employee Stock Option Agreements between Internetworking Solutions and
Internetworking Solutions Management in the form attached to this Agreement as
EXHIBIT C.

          1.16 "INTERNETWORKING SOLUTIONS DISCLOSURE STATEMENT" shall mean the
Disclosure Statement of Internetworking Solutions attached to this Agreement as
EXHIBIT D.

          1.17 "INTERNETWORKING SOLUTIONS MANAGEMENT" shall mean the principal
executive officers of Internetworking Solutions, as determined by the Board of
Directors of Internetworking Solutions.

          1.18 "OTHER AGREEMENTS" shall mean the Preferred Stock Purchase
Agreement, the Rights Agreement, the Loan Agreement, the Grant-Back License
Agreement, and the Security Agreement.

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          1.19 "PERMITS" shall mean all applicable licenses, permits,
authorizations, approvals, clearances and consents.

          1.20 "PERSON" shall mean any individual, firm, trust, partnership,
joint venture, association, corporation, unincorporated organization, or a
government or any department or agency thereof.

          1.21 "PREFERRED STOCK PURCHASE AGREEMENT" shall mean the Preferred
Stock Purchase Agreement between Internetworking Solutions and Retix dated as of
the date of this Agreement and attached to this Agreement as EXHIBIT E.

          1.22 "PRODUCTS" shall mean the products described on EXHIBIT F to this
Agreement.

          1.23 "RETIX DISCLOSURE STATEMENT" shall mean the Disclosure Statement
of Retix attached to this Agreement as EXHIBIT G.

          1.24 "RIGHTS AGREEMENT" shall mean the Rights Agreement between
Internetworking Solutions and Retix dated as of the date of this Agreement and
attached to this Agreement as EXHIBIT H.

          1.25 "SALE OF INTERNETWORKING SOLUTIONS STOCK" shall mean any sale by
Retix of all of the Internetworking Solutions securities owned by Retix to any
third party, including Internetworking Solutions Management.

          1.26 "SECURITY AGREEMENT" shall mean the Security Agreement between
Internetworking Solutions and Retix dated as of the date of this Agreement and
attached to this Agreement as EXHIBIT I.

          1.27 "TAX" or "TAXES" shall mean any and all taxes or other liability
imposed by any governmental entity or similarly empowered entity, including
without limitation any charge, obligation, assessment or fee for federal, state,
county, city and foreign income, profits, gross receipts, withholding, payroll,
stamp, sales, use, employment, environmental, occupation, net worth, property,
excise, estimated, recapture, ad valorem, custom, duty, unitary and any other
taxes, obligations and assessments of any kind whatsoever and any withholding
obligation for FICA, FUTA, SSI or analogous or similar state, local and foreign
withholding obligation or employer contribution, together with all interest,
penalties and additions to tax or other assessment imposed with regard thereto;
the foregoing shall include any transferee or secondary liability for any tax
and any liability arising as a result of being a member of any affiliated,
consolidated, combined or unitary group which is required to be included in any
Tax return or report as well as any Tax arising out of a tax sharing agreement,
indemnity agreement or any similar agreement to which one or more of Retix is a
party.  "TAX" or "TAXES" shall, however, not include any Taxes arising from
operation of Internetworking Solutions or Retix on or after the Closing Date.

          1.28 "TRANSFERRED ASSETS" shall mean the assets to be transferred by
Retix to Internetworking Solutions as described in EXHIBIT J to this Agreement,
which assets shall specifically exclude any accounts receivable accrued by Retix
prior to the Closing Date in accordance with its historical practices for
revenue recognition but which shall include any maintenance revenue received by
Retix prior to the Closing Date which remains unearned as of the Closing Date.

                                      -30-

     1.29 "TRANSFERRED BUSINESS" shall mean the worldwide internetworking
business presently conducted within Retix to be transferred to Internetworking
Solutions pursuant to the provisions of this Agreement and consisting of the
development, manufacture, sale, licensing, maintenance and service of
internetworking products.

          1.30 "TRANSFERRED CONTRACTS" shall mean the contracts to be
transferred by Retix to Internetworking Solutions as determined by Retix and 
Internetworking Solutions in good faith.

          1.31 "TRANSFERRED LIABILITIES" shall mean the liabilities to be
transferred by Retix to Internetworking Solutions as described on EXHIBIT K to
this Agreement.

     2.   FORMATION OF INTERNETWORKING SOLUTIONS; CLOSING.

          2.1  FORMATION OF INTERNETWORKING SOLUTIONS.  Upon and subject to the
terms and conditions of this Agreement and in reliance upon the representations,
warranties and agreements contained in this Agreement, Internetworking Solutions
and Retix shall at the Closing execute and deliver (or cause to be executed and
delivered) the Other Agreements, all substantially in the respective forms
attached to this Agreement, together with such other documents and funds as may
be necessary or advisable to form Internetworking Solutions and effect the
transactions described in this Agreement and the Other Agreements.

          2.2  TRANSFER OF ASSETS.  Subject to the terms and conditions of this
Agreement and the Other Agreements, at the Closing Retix shall transfer to
Internetworking Solutions, and Internetworking Solutions shall receive from
Retix, all of Retix's right, title and interest in and to the Transferred
Business, including without limitation the Transferred Assets, the Transferred
Contracts, the Transferred Liabilities and inventory of the Transferred Business
(collectively, the "TRANSFERRED ITEMS.")  Retix will deliver to Internetworking
Solutions possession of the Transferred Items, and will further deliver to
Internetworking Solutions proper instruments sufficient to transfer to
Internetworking Solutions the rights to the Transferred Items specified in this
Agreement and such other instruments of transfer as counsel for Internetworking
Solutions may reasonable deem necessary or desirable to effect or evidence the
transfers contemplated hereby, free and clear of all mortgages, pledges, liens,
licenses, rights of possession, security interests, restrictions, encumbrances,
charges, title retention, conditional sale or other security arrangement except
for the Transferred Liabilities or as may be contained in the Transferred
Contracts or as provided in this Agreement or in the Other Agreements.  Except
for the Transferred Liabilities, Internetworking Solutions is not assuming, and
Retix shall remain responsible for and pay on a timely basis, any liabilities of
Retix, whether or not arising from or associated with the Transferred Business
and whether accrued or unaccrued, contingent or actual, or asserted or
unasserted.  Retix will promptly pay over to Internetworking Solutions any
amounts received in respect of the Transferred Business following the Closing
Date, except for amounts which Retix is expressly authorized by this Agreement
to retain.

          2.3  CLOSING.  The transactions contemplated by Section 2.1 (the
"CLOSING") shall be consummated at the offices of Venture Law Group, A
Professional Corporation, 2800 Sand Hill Road, Menlo Park, California
simultaneous with the execution and delivery of this Agreement and the Other
Agreements, or at such other place and time as the parties may agree, on the
Closing Date.

          2.4  TAX TREATMENT.  The parties intend that the transactions
contemplated by this Agreement will constitute a tax-free exchange as described
in Section 351 of the Code.

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          2.5  SALES AND OTHER TAXES.  Internetworking Solutions shall pay all
sales, use, transfer, excise or other similar taxes, if any, arising out of the
transfer of the Transferred Assets or Transferred Business, or otherwise as a
consequence of the transactions contemplated by this Agreement or the Other
Agreements.  The parties shall cooperate with each other to the extent
reasonably requested and legally permitted to minimize the above-described
taxes.

     3.   REPRESENTATIONS AND WARRANTIES OF RETIX.  Except as set forth in the
Retix Disclosure Statement, Retix represents and warrants that:

          3.1  EXISTENCE AND RIGHTS.  Retix (a) is a corporation duly organized,
validly existing and in good standing under the laws of the State of California,
(b) has all corporate power and authority to own or lease its properties and to
carry on the Transferred Business as now being conducted, (c) possesses all
licenses, franchises, rights and privileges necessary to the conduct of the
Transferred Business as now being conducted, and (d) has all corporate power and
authority to carry out this Agreement and the Other Agreements to which Retix is
a party and the transactions contemplated herein and therein.

          3.2  AUTHORIZATION.  The execution, delivery and performance of this
Agreement and the Other Agreements to which Retix is a party has been, or will
be prior to the Closing, duly authorized by all necessary corporate and other
action and does not require notice to, or the consent or approval of, any
governmental body or other regulatory authority.  This Agreement and the Other
Agreements to which Retix is a party have been duly executed or will be at the
Closing, as the case may be, and delivered to Internetworking Solutions by
Retix.  This Agreement and the Other Agreements to which Retix is a party
constitute, or when executed and delivered will constitute, legal, valid and
binding obligations of Retix, enforceable in accordance with their terms.

          3.3  LITIGATION.  There is no litigation, investigation, arbitration,
claim, action or other proceeding pending or, to the best of Retix's knowledge,
threatened against or affecting Retix or the Transferred Assets, which if
determined adversely to Retix, would have an adverse effect on the conduct of
the Transferred Business, Internetworking Solutions or the Transferred Assets or
in which it is sought to restrain, prohibit or otherwise adversely affect the
ability of Retix to perform any or all of the obligations required of it under
this Agreement or the Other Agreements or the consummation of the transactions
contemplated herein or therein.

          3.4  FIXED ASSETS.  The fixed assets used in the ordinary course of
the operations of the Transferred Business are in satisfactory operating
condition, reasonable wear and tear excepted and except for such minor defects
as do not substantially interfere with the continued use thereof in the conduct
of normal operations.

          3.5  TITLE TO PROPERTIES; ENCUMBRANCES; CONDITION OF PROPERTY.

               (a)  Retix has valid and marketable title to the Transferred
Assets and to all personal property and other assets, tangible or intangible,
required to be used in the conduct of the Transferred Business as it is
currently conducted.

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               (b)  The Transferred Assets are free and clear of all title
defects and Liens, except the following:  (i) unperfected mechanics', carriers',
workers' and other similar liens arising after the date of this Agreement in the
ordinary course of business consistent with past practice which are or will be
reflected in the balance sheet as of the Closing Date to be delivered pursuant
to this Agreement; (ii) imperfections of title which do not materially or
unreasonably detract from the value, marketability, financial ability or use of
such items; and (iii) property taxes which are a lien not yet due and payable.

               (c)  The Transferred Assets are in a condition suitable and
adequate for the conduct of the Transferred Business as such business is
presently being conducted.  Retix is not aware of any facts which would prevent
Internetworking Solutions from using such assets after the Closing generally in
the manner in which such assets have been used and operated prior to the date of
this Agreement.

          3.6  BANKRUPTCY PROCEEDINGS.  No petition has been filed by, or to the
best of Retix's knowledge against, Retix for relief under any applicable
bankruptcy, insolvency or similar law; no decree or order for relief has been
entered in respect of Retix, voluntarily or involuntarily, under any such law;
and, no receiver, liquidator, sequestrator, trustee, custodian or other officer
has been appointed with respect to Retix or its assets and liabilities pursuant
to any such law.  No warrant of attachment, execution or similar process has
been executed against Retix or any of its assets or properties.  Retix has not
made any assignment for the benefit of creditors.  The consummation of the
transactions contemplated hereby will not render Retix insolvent or unable to
pay its liabilities as they come due.

          3.7  PRODUCTS.
               (a)  Retix owns, or will own by the Closing Date, or has
sufficient rights to, all rights to make, use and sell the Products.  No Product
is subject to any pending or, to the best of Retix's knowledge, any threatened
challenge of infringement of the rights of others, nor to the best of Retix's
knowledge is there any basis for a challenge of infringement of any such rights
of others.

               (b)  To the best of Retix's knowledge, no party other than Retix
(prior to the Closing) and Internetworking Solutions and their respective agents
and representatives (following the Closing) and their permitted licensees
possesses any copy of all or any part of the designs, flow charts, algorithms,
schematics of the Products or source  code contained in the Products (except to
the extent it has been licensed from other persons (including other subsidiaries
of Retix)).  No person other than Retix owns any right, title or interest in or
to any such Product, except as set forth in the Retix Disclosure Statement.

               (c)  Internetworking Solutions shall not by virtue of any
contractual arrangement between Retix and any third party be obligated to
provide to any such third party any modifications, enhancements or upgrades to
the Products or derivative works thereof, other than pursuant to a Transferred
Contract.

          3.8  TRADEMARKS, COPYRIGHTS, AND PATENTS.

               (a)  Retix has provided Internetworking Solutions with a true and
complete list describing all of the trademarks, trade names and service and
other marks which are related to the Transferred Business.  Except as
contemplated or described in this Agreement or the Other Agreements, Retix owns
all right, title and interest in and to such marks.

                                       -33-

               (b)  Retix has provided Internetworking Solutions with a true and
complete list describing all of the patents, patent rights, patent applications,
copyrights and copyright applications relating to the Products.  Retix owns all
right, title and interest to, or has sufficient licenses under, all such
patents, patent rights, patent application, copyrights and copyright
applications.

               (c)  Upon consummation of the transactions contemplated by this
Agreement, Internetworking Solutions will have all rights, including without
limitation rights under patents, trademarks, trade secrets, trade rights, trade
names, and copyrights, necessary to operate the Transferred Business in the
manner it was operated prior to the Closing Date.  To the best of Retix's
knowledge, none of the rights described in the prior sentence conflict with or
infringe on the proprietary rights of others.  There are no outstanding rights,
licenses or grants by Retix relating to the use of any of the same, and none of
them is subject to any pending or, to the best of Retix's knowledge, threatened
claim of infringement of the right of others.  Retix has not agreed to indemnify
any person for or against any infringement of any patent, patent right,
trademark, trade secret, trade right, trade name, commercial name, computer
software program, or copyright related to the Transferred Business, other than
as part of its license arrangements with its customers.

          3.9  AGREEMENTS LIST.  Retix has provided Internetworking Solutions
with a list of all contracts, agreements, understandings, licenses, franchises,
leases (written and oral) or other instruments which are both (i) material to
the Transferred Business, and (ii) relate to or affect the Transferred Assets or
under which any portion of the Transferred Assets are used or held or subject,
including without limitation all related supply, in-license, marketing and end-
user agreements, and all related agreements for the testing, modification,
development, trial, license, sale or other use of the Transferred Assets (in
each such case identifying the nature of such agreements).

          3.10 NO FINDER'S FEES.  Retix is not obligated, either directly or
indirectly, to any person for brokerage or finders' fees or agents' commissions
or any similar charges in connection with this Agreement and the Other
Agreements.

          3.11 BINDING AGREEMENTS, NO DEFAULT.  Each of the Transferred
Contracts is a legal, binding, and enforceable obligation of Retix and, to the
best of Retix's knowledge, the other party(s) thereto, and no party with whom
Retix has an agreement, contract or other instrument relating to or affecting
the Transferred Business is known by Retix to be in default thereunder or to
have breached any material terms or provisions thereof.

          3.12 REPRESENTATIONS AND WARRANTIES TRUE AS OF CLOSING DATE.  All of
the representatives and warranties of Retix contained herein will be true in all
material respects upon and as of the Closing Date.

     4.   REPRESENTATIONS AND WARRANTIES OF INTERNETWORKING SOLUTIONS.  Except
as set forth in the Internetworking Solutions Disclosure Statement,
Internetworking Solutions represents and warrants that:

          4.1  EXISTENCE AND RIGHTS.  Internetworking Solutions (a) is a
corporation duly organized, validly existing and in good standing under the laws
of State of California, and (b) has all corporate power and authority to carry
out this Agreement and the Other Agreements to which Internetworking Solutions
is a party and the transactions contemplated herein and therein.
Internetworking Solutions is not qualified or licensed to do business as a
foreign corporation in any state.  Internetworking Solutions does not own,
directly or indirectly, any equity or other interest in any other corporation,
association, partnership or other business entity.

          4.2  CAPITALIZATION.  The authorized capital stock of Internetworking
Solutions consists of 20,000,000 shares of Common Stock, par value $0.01 per
share, none of which were issued and outstanding prior to the Closing, and
16,000,000 shares of Preferred Stock, par value $0.01 per share, none of which
were issued and outstanding prior to the Closing.  All shares of Internetworking
Solutions stock to be issued pursuant to this Agreement and the Other Agreements
have been duly authorized and, upon issuance in accordance with the terms hereof
and thereof, will be validly issued, fully paid and nonassessable.  All
securities of Internetworking Solutions that will be issued as of the Closing
will be issued in compliance with applicable federal and state securities laws.
Except as provided in the Other Agreements, there are no preemptive rights,
voting agreements, options or warrants or other conversion privileges or rights
presently outstanding to purchase any of the authorized but unissued stock of
Internetworking Solutions.

          4.3  AUTHORIZATION.  The execution, delivery and performance of this
Agreement and the Other Agreements to which Internetworking Solutions is a party
by Internetworking Solutions has been duly authorized by all necessary corporate
and other action and do not require notice to, or the consent or approval of,
any governmental body or other regulatory authority.  This Agreement and the
Other Agreements to which Internetworking Solutions is a party are, or when
executed and delivered will be, legal, valid and binding obligations of
Internetworking Solutions, enforceable in accordance with their terms.

          4.4  LITIGATION.  There is no litigation, investigation, arbitration,
claim, action or other proceeding pending or, to the best of Internetworking
Solutions' knowledge, threatened against or affecting Internetworking Solutions,
which if determined adversely to Internetworking Solutions, would have an
adverse effect on the Transferred Assets or in which it is sought to restrain,
prohibit or otherwise adversely affect the ability of any of Internetworking
Solutions to perform any or all of the obligations required of it under this
Agreement or the Other Agreements or the consummation of the transactions
contemplated herein or therein.

          4.5  NO FINDER'S FEES.  Internetworking Solutions is not obligated,
either directly or indirectly, to any person for brokerage or finders' fees or
agents' commissions or any similar charges in connection with this Agreement and
the Other Agreements.

          4.6  BANKRUPTCY PROCEEDINGS.  No petition has been filed by, or to the
best of Internetworking Solutions' knowledge against, Internetworking Solutions
for relief under any applicable bankruptcy, insolvency or similar law; no decree
or order for relief has been entered in respect of Internetworking Solutions,
voluntarily or involuntarily, under any such law, and, no receiver, liquidator,
sequestrator, trustee, custodian or other officer has been appointed with
respect to Internetworking Solutions or its assets and liabilities pursuant to
any such law.  No warrant of attachment, execution or similar process has been
executed against Internetworking Solutions or any of its assets or properties.
Internetworking Solutions has not made any assignment for the benefit of
creditors.

          4.7  NO FINANCIAL STATEMENTS.  Internetworking Solutions has not
prepared any balance sheet, income statement, statement of operations, statement
of changes in financial position and shareholders' equity or other financial
statement.

          4.8  REPRESENTATIONS AND WARRANTIES TRUE AS OF CLOSING DATE.  All of
the representations and warranties of Internetworking Solutions contained herein
will be true in all material respects upon and as of the Closing Date.

     5.   COVENANTS AND AGREEMENTS OF THE PARTIES.

          5.1  CONDUCT OF BUSINESS PRIOR TO CLOSING.  Retix covenants and agrees
with Internetworking Solutions that between the date hereof and the Closing
Date, except as specifically contemplated by this Agreement:

               (a)  CONDUCT OF BUSINESS.  Retix will conduct the Transferred
Business consistent with past practices, including the payment of liabilities.

               (b)  ACCESS.  Retix will permit Internetworking Solutions and its
representatives to have reasonable access during normal business hours to the
personnel and facilities of the Transferred Business and the financial, tax,
contractual and organizational records of the Transferred Business.
Internetworking Solutions shall treat all information received from Retix
pursuant to this Section 5.1(b) as confidential, except to the extent that any
such information is made available to Internetworking Solutions from sources
generally available to the public, and except as required by law.  In the event
the Closing shall not occur, Internetworking Solutions will promptly return to
Retix all documents, instruments, work papers and other materials submitted by
Retix to Internetworking Solutions.

          5.2  EXECUTION OF DOCUMENTS AT THE CLOSING.  Provided that the
conditions to Closing as specified in Section 6 and Section 7 of this Agreement
have been fulfilled, Retix and Internetworking Solutions, respectively, agree to
cause the execution of each of the Other Agreements.

          5.3  TRANSFER OF KEY EMPLOYEES.  Retix agrees to use its reasonable
efforts to cause all key employees employed in the Transferred Business to
transfer their employment to Internetworking Solutions.

          5.4  CONSENTS AND APPROVALS.  It is the intent of the parties to
consummate the transactions described in this Agreement and the Other Agreements
at the earliest practicable time and Retix agrees to use its reasonable
reasonable efforts to obtain, and Internetworking Solutions shall cooperate with
and assist Retix in obtaining, all consents, waivers, amendments, modifications,
approvals, authorizations, Permits and licenses which are required to be
obtained by Retix to effectuate this Agreement and the Other Agreements and to
transfer the Transferred Business and the Transferred Assets to Internetworking
Solutions and to permit Internetworking Solutions to operate the Transferred
Business.  If any requisite consent or amendment of a contract or other
instrument shall not be obtained, Retix agrees to cooperate with Internetworking
Solutions in any reasonable arrangement designed to provide for Internetworking
Solutions the benefits under such contract or other instrument, including
enforcement of any and all rights of Retix against the other party to such
contract or instrument arising out of the breach or cancellation thereof by such
other party or otherwise.  Retix shall use its reasonable efforts to obtain all
other necessary consents and approvals of other persons and Governmental
Entities in connection with the consummation of the transactions contemplated
under this Agreement and the Other Agreements; provided, however, that Retix

shall not be obligated to:  (a) undertake any additional material financial
obligation, dispose of any property, or surrender any rights, or (b) otherwise
consent to any arrangement or undertake any obligation that would have a
material adverse effect on Retix.

          5.5  VACATION PAY.  The cost of vacation pay due (as of the Closing
Date) to any Retix employees who become employees of Internetworking Solutions
as of the Closing shall be shared by Retix and Internetworking Solutions
equally.  Retix shall fund its portion of such liability by (i) making quarterly
payments to Internetworking Solutions within 30 days of the close of each such
quarter for such accrued vacation taken during each of Internetworking
Solutions' first six fiscal quarters, and (ii) promptly reimbursing
Internetworking Solutions for one-half of any amounts paid by Internetworking
Solutions to such employees upon termination of their employment with
Internetworking Solutions.

          5.6  NO INCONSISTENT ACTS.  Internetworking Solutions covenants and
agrees with Retix that between the date hereof and the Closing Date, except as
contemplated by this Agreement, Internetworking Solutions will not perform any
act inconsistent with the representations and warranties of Section 4.

          5.7  EMPLOYMENT ELIGIBILITY VERIFICATION.  Retix agrees to use its
reasonable efforts to obtain, on behalf of Internetworking Solutions, Employment
Eligibility Verification forms (Form I-9) completed by each employee of Retix
who has agreed to become employed in the Transferred Business and copies of any
documentation obtained by Retix to verify the information therein.

          5.8  EMPLOYEES.

               (a)  Retix and Internetworking Solutions agree to use their
reasonable efforts to employ the current employees of the Transferred Business,
subject to continued acceptable performance by such employees and the general
requirements of the business.

               (b)  Retix will use its reasonable efforts, consistent with its
established personnel policies, to encourage employees designated to perform
work for the Transferred Business to transfer to Internetworking Solutions.

               (c)  Internetworking Solutions agrees to provide a package of
compensation and benefits to its employees substantially equivalent to such
compensation and benefits currently being offered to the employees of the
Transferred Business by Retix.

          5.9  CONFIDENTIALITY.  Neither Retix nor Internetworking Solutions
shall disclose to any third party other than their lenders, accountants,
attorneys or other advisors or in any way make public the proposed transactions
among the parties which are the subject of this Agreement and the Other
Agreements without the prior written consent of Internetworking Solutions or
Retix, respectively.

          5.10 ASSIGNMENTS.  At the Closing, Retix will use its reasonable
efforts to deliver to Internetworking Solutions, such other instruments of
transfer or assignment as the parties deem reasonably necessary or advisable so
as to vest title in the Transferred Assets more fully in Internetworking
Solutions.

          5.11 SUBSEQUENT ACTIONS.  At any time, and from time to time, after
the Closing Retix shall, promptly upon request by Internetworking Solutions
execute and deliver such other instruments of sale, transfer, conveyance,
assignment and confirmation and take such action as Internetworking Solutions
may reasonably request in order more effectively to transfer, convey and assign
to Internetworking Solutions,

or to confirm Internetworking Solutions' title to, the Transferred Assets, to
put Internetworking Solutions in possession and control thereof, to assist
Internetworking Solutions in exercising all rights with respect thereto and
otherwise complete the transactions contemplated hereby.  The parties agree to
execute documents as necessary to file with the United States Copyright Office,
the United States Patent Office with respect to, or otherwise to confirm
Internetworking Solutions' title in, the Transferred Assets.

          5.12 SUBSEQUENT ACCESS.  Retix agree to provide access to and copies
of all necessary accounting records, work papers and other documents in
connection with or related to the Transferred Business, as reasonably requested
by Internetworking Solutions or the independent auditors of Internetworking
Solutions.  Retix will consider any reasonable requests for customary
representation letters in connection with any audit.

          5.13 COVENANTS REGARDING THE MANAGEMENT AND OPERATION OF
INTERNETWORKING SOLUTIONS.

                (a) CAPITALIZATION OF INTERNETWORKING SOLUTIONS.  As of the
Closing, Retix will own 16,000,000 shares of Internetworking Solutions'
Preferred Stock, representing at least 80% of the outstanding capital stock of
Internetworking Solutions.  Retix and Internetworking Solutions agree that there
will be issued or reserved for future issuance to Internetworking Solutions
directors, officers, employees, consultants and other service providers (other
than Retix or its affiliates) an aggregate of twenty percent (20%) of the
aggregate capital stock of Internetworking Solutions on an as-converted basis.
After the Closing, the Board of Directors of Internetworking Solutions shall
determine those persons to whom shares of Internetworking Solutions' Common
Stock (or options to purchase such shares) shall be issued, whether pursuant to
the Key Employee Option Agreements or otherwise, which determination shall be
final and binding.

               (b)  CORPORATE OBJECTIVES.  Retix and Internetworking Solutions
hereby acknowledge and agree that Internetworking Solutions shall be operated as
a for-profit enterprise with the principal strategic objective of obtaining
liquidity for Internetworking Solutions' shareholders through an Initial Public
Offering, sale of Internetworking Solutions or other appropriate transaction.
Internetworking Solutions shall initially operate on a strategic plan and
financial model approved by Retix in its discretion.  After the Closing,
Internetworking Solutions shall operate on a strategic plan and financial model
approved by Internetworking Solutions' Board of Directors.

               (c)  TERMINATION.  The provisions of this Section 5.13 shall
terminate and be of no further force or effect upon the earliest to occur of
(i) an Initial Public Offering, (ii) a Change of Control, or (iii) a Sale of
Internetworking Solutions Stock.

          5.14 SHARED ADMINISTRATIVE EXPENSES.  Retix will provide certain
administrative and support services to Internetworking Solutions for a period to
be mutually agreed upon in good faith.  The foregoing services shall be provided
by Retix to Internetworking Solutions in a similar manner as such services were
provided by Retix internally to support the Transferred Business prior to the
Closing Date.  The foregoing services shall be provided by Retix to
Internetworking Solutions at Retix's fully-loaded cost, defined as Retix's out-
of-pocket costs of providing such services (including reasonable allocations of
(i) the salaries of Retix personnel providing such services, and (ii) Retix's
overhead costs associated with providing such services).  Any costs and expenses
incurred by one party pursuant to this Section 5.14 (including without
limitation taxes, license fees, insurance fees and costs of professional
services), which are payable in

whole or in part by the other party pursuant to this Section 5.14, will be
allocated between the parties as mutually agreed in good faith.

          5.15 SUPPORT AND DISCLOSURE.  Internetworking Solutions Management
covenants and agrees to fully support Retix in its efforts to divest its equity
holdings in Internetworking Solutions to the public, a third party or to
Internetworking Solutions Management, and to provide full disclosure of all
material information requested by any potential purchasers of such equity
holdings, in each case as reasonably requested by Retix and in compliance with
all applicable securities laws.

     6.   CONDITIONS OF RETIX'S OBLIGATIONS.  The obligation of Retix to
consummate and effect this Agreement and the Other Agreements and the
transactions contemplated hereby and thereby shall be subject to the
satisfaction at the Closing of all of the following conditions, any of which may
be waived, in writing, exclusively by Retix:

          6.1  REPRESENTATIONS AND WARRANTIES CORRECT.  The representations and
warranties of Internetworking Solutions contained in this Agreement shall be
true in all material respects at and as of the Closing Date, with the same
effect as though made as of such date.

          6.2  COVENANTS.  Internetworking Solutions shall have complied with
all agreements and covenants contained herein to be complied with by
Internetworking Solutions prior to or at the Closing Date.

          6.3  CLOSING DOCUMENTS.  Retix shall have received, in form and
substance satisfactory to Retix and its counsel, each and every closing document
required to be delivered to them by this Agreement and the Other Agreements 
including without limitation, a list of Transferred Contracts as determined 
by the parties in good faith.

          6.4  CONSENTS AND WAIVERS.  Retix shall have obtained any and all
consents, permits, approvals and waivers necessary or appropriate for the
consummation of the transactions contemplated by this Agreement and the Other
Agreements.

          6.5  OFFICER'S CERTIFICATE.  Internetworking Solutions shall have
delivered to Retix a certificate, dated as of the Closing Date and signed by an
authorized officer of Internetworking Solutions, to the effect that the
conditions specified in Section 6.1 and Section 6.2 have been satisfied.

          6.6  BOARD OF DIRECTORS.  The Board of Directors of Internetworking
Solutions shall consist of Joe Stephan, Jeffrey Drazan, Neil Hynes, Gilbert P.
Williamson and one vacancy.

     7.   CONDITIONS OF INTERNETWORKING SOLUTIONS OBLIGATIONS.  The obligation
of Internetworking Solutions to consummate and effect this Agreement and the
Other Agreements and the transactions contemplated hereby and thereby shall be
subject to the satisfaction at the Closing of all of the following conditions,
any of which may be waived, in writing, exclusively by Internetworking
Solutions:

          7.1  REPRESENTATIONS AND WARRANTIES CORRECT.  The representations and
warranties of Retix contained in this Agreement shall be true and correct at and
as of the Closing Date, with the same effect as though made as of such date,
except for changes in the ordinary course of business consistent with past
practices of Retix and other changes consistent with past practices of Retix
which in the aggregate do not have a material adverse effect on the Transferred
Assets, the Transferred Business or Internetworking Solutions.

          7.2  COVENANTS.  Retix shall have complied with all agreements and
covenants contained herein to be complied with by Retix prior to or at the
Closing Date.

          7.3  NO MATERIAL ADVERSE CHANGE.  From the date of this Agreement,
there shall not have occurred any material adverse change in the business,
financial condition, operations or value of the Transferred Business or the
value of the Transferred Assets.

          7.4  ASSET AND CONTRACT ASSIGNMENTS.  Retix shall have taken or agreed
to take any and all steps necessary to effectuate the assignment and transfer to
Internetworking Solutions of all Transferred Assets and Transferred Contracts,
including but not limited to obtaining any and all necessary consents or waivers
with respect thereto.

          7.5  CLOSING DOCUMENTS.  Internetworking Solutions shall have
received, in form and substance satisfactory to Internetworking Solutions and
its counsel, each and every other closing document required to be delivered to
them by this Agreement and the Other Agreements including without limitation, 
a list of Transferred Contracts as determined by the parties in good faith.

          7.6  OFFICER'S CERTIFICATE.  Retix shall have delivered to
Internetworking Solutions a certificate, dated as of the Closing Date and signed
by an authorized officer of Retix, to the effect that the conditions specified
in Section 7.1 and Section 7.2 have been satisfied.

          7.7  CONSENTS AND WAIVERS.  Internetworking Solutions shall have
obtained any and all consents, permits, approvals and waivers necessary or
appropriate for the consummation of the transactions contemplated by this
Agreement and the Other Agreements.

     8.   TERMINATION.

          8.1  AGREEMENT TERMINATION.  This Agreement may be terminated and the
transactions contemplated herein may be abandoned at any time prior to or at the
Closing Date upon ten (10) business days prior notice:  (a) by Internetworking
Solutions or Retix if there has been a material misrepresentation, breach of
warranty, or breach of covenant by the other in any of their representations,
warranties, or covenants set forth herein which the breaching party or parties
fail to cure within ten (10) business days after receipt of notice thereof;
(b) by Internetworking Solutions if the conditions stated in Section 7 have not
been satisfied by the Closing Date; (c) by Retix if the conditions stated in
Section 6 have not been satisfied by the Closing Date, or (d) by mutual written
agreement of Internetworking Solutions and Retix.

          8.2  EFFECT OF TERMINATION.  If this Agreement shall be terminated as
provided in Section 8, all obligations of the parties hereunder and under the
Other Agreements shall terminate without liability of any party to any other
party, except that (i) the second and third sentences of Section 5.1(b) of this
Agreement and Section 5.9 of this Agreement shall survive any such termination.

     9.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations and
warranties of the parties are material, shall be deemed to have been relied upon
by the parties receiving such representations and warranties and shall survive
the Closing.  All such representations and warranties shall expire one year
after the Closing.

     10.  GENERAL PROVISIONS.

          10.1 ASSIGNMENT.  Except with respect to an assignment to a successor
of all or substantially all of a party's business or assets, this Agreement is
not transferable or assignable without the consent of each of the other party to
this Agreement, and neither party shall have the power or right to assign,
transfer or delegate any of its rights or obligations hereunder.  Any assignment
in derogation of the foregoing shall be void.

          10.2 AMENDMENTS AND WAIVERS.  The waiver, amendment or modification of
any provision of this Agreement or any right, power or remedy hereunder, whether
by agreement of the parties or by custom, course of dealing or trade practice,
shall not be effective unless in writing and signed by the party against whom
enforcement of such waiver, amendment or modification is sought.  No failure or
delay by either party in exercising any right, power or remedy with respect to
any of the provisions of this Agreement shall operate as a waiver of such
provisions with respect to such occurrences.

          10.3 GOVERNING LAW.  The legal relations between the parties shall be
governed by the laws of the State of California, regardless of the choice of law
provisions of California or any other jurisdiction.

          10.4 SEVERABILITY.  In the event any provision of this Agreement or
the application of any such provision shall be held to be prohibited or
unenforceable in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability.  The remaining provisions of this Agreement shall remain in
full force and effect, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  The parties shall use their reasonable efforts to replace
the provision that is contrary to law with a legal one approximating to the
extent possible the original intent of, and the economic benefits accruing to,
the parties.

          10.5 KNOWLEDGE.  For purposes of this Agreement, to know or have
knowledge of, or to be aware of or believe, any matter shall mean to know or
have knowledge, be aware or believe, after due inquiry; provided such knowledge,
awareness or belief shall only be imputed to employees of a party at the level
of manager or above, together with such party's officers and directors.

          10.6 BINDING.  This Agreement shall be binding upon and inure to the
benefit of each of the parties and, to the extent permitted by Section 10.1,
their respective successors and assigns.

          10.7 COMPLETE AGREEMENT.  This Agreement and the Other Agreements and
any schedules, exhibits and documents referred to herein or therein or executed
contemporaneously herewith or therewith constitute the entire agreement among
the parties with respect to the subject matter hereof and thereof.  This
Agreement and the Other Agreements supersede all prior written, and all prior
and contemporaneous oral, agreements, representations, warranties, statements,
promises and understandings with respect to the subject matter hereof and
thereof.

          10.8 NO THIRD-PARTY BENEFICIARIES.  Nothing contained in this
Agreement shall be construed to give any person other than Retix and
Internetworking Solutions any legal or equitable right, remedy or claim under or
with respect to this Agreement, the Transferred Assets or the Transferred
Business.

                                      -41-

          10.9 HEADINGS.  Section headings are included solely for convenience,
are not to be considered a part of this Agreement, and are not intended to be
full and accurate descriptions of their contents.

          10.10     NOTICES.  All notices or other communications which shall or
may be given pursuant to this Agreement shall be in writing, shall be effective
upon receipt, and shall be delivered by Federal Express or a similar courier,
personal delivery, certified or registered mail, or by facsimile transmission
(with confirmation of transmission receipt), addressed as follows (or as is
provided in the future by written notice as provided herein):

If to Internetworking Solutions:   Internetworking Solutions
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

If to Retix:                       Retix
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

          10.11     COUNTERPARTS.  This Agreement may be executed in any number
of copies, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.

          10.12     LANGUAGE INTERPRETATION.  In the interpretation of this
Agreement, unless the context otherwise requires, (a) words importing the
singular shall be deemed to import the plural and vice versa, (b) words denoting
gender shall include all genders, (c) references to persons shall include
corporations or other bodies and vice versa, and (d) references to parties,
sections, schedules, paragraphs and exhibits shall mean the parties, sections,
schedules, paragraphs and exhibits of and to this Agreement unless otherwise
indicated by the context.

          10.13     DRAFTING. This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.

          10.14     TRANSACTION COSTS.  Except as otherwise provided herein,
each party shall be responsible for any costs, expenses and claims (including
attorneys' fees and professional and brokers' fees and commissions) arising out
of its negotiation, execution and performance of this Agreement and of the Other
Agreements.

          10.15     ATTORNEYS' FEES AND OTHER COSTS.  In the event of any
dispute or controversy arising out of this Agreement, the prevailing party shall
be entitled to reimbursement of its costs, including court and mediation,
dispute resolution and/or arbitration costs and attorneys' and expert witnesses'
fees and costs.
                            [SIGNATURE PAGE FOLLOWS]

                                      -42-

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.

INTERNETWORKING SOLUTIONS     RETIX

By:                           By:
   ----------------------        ----------------------
Title:                        Title:
   ----------------------        ----------------------

                                      -43-

                          MASTER AGREEMENT EXHIBIT LIST

     EXHIBIT A      Form of Grant Back License Agreement

     EXHIBIT B      Form of Loan Agreement

     EXHIBIT C      Form of Key Employee Option Agreement

     EXHIBIT D      Internetworking Solutions Disclosure Schedule

     EXHIBIT E      Form of Preferred Stock Purchase Agreement

     EXHIBIT F      List of Products

     EXHIBIT G      Retix Disclosure Schedule

     EXHIBIT H      Form of Rights Agreement

     EXHIBIT I      Form of Security Agreement

     EXHIBIT J      List of Transferred Assets

     EXHIBIT K      List of Transferred Liabilities

                                    EXHIBIT A

                          GRANT-BACK LICENSE AGREEMENT

     This Grant-Back License Agreement (the "AGREEMENT") is made as of May 31,
1996 (the "EFFECTIVE DATE") by and between Retix, a California corporation with
offices at 2401 Colorado Avenue, Santa Monica, CA 90404 ("RETIX"), and
Internetworking Solutions, a California corporation with offices at 2401
Colorado Avenue, Santa Monica, CA 90404 ("INTERNETWORKING SOLUTIONS").
     In consideration of the mutual covenants contained herein and for other
good and valuable consideration, receipt of which is hereby acknowledged,
Internetworking Solutions and Retix hereby agree as follows:

     1.   DEFINITIONS.

          "LICENSED MATERIALS" shall be each computer program whether in
software, firmware, physical or other form, as well as any other technology or
designs (whether hardware, software, firmware or other form thereof) which, as
of the Closing Date, was either owned by Internetworking Solutions or permitted
to be licensed by Internetworking Solutions to Retix on the terms provided for
herein, in each case after giving effect to the transfer of assets and other
matters contemplated in the Master Agreement.  Such Licensed Materials shall
include, without limitation, those programs and other items specified in EXHIBIT
A and such other rights as the parties may from time to time agree to
incorporate into such Exhibit.  The term "LICENSED MATERIAL" shall specifically
include documentation and related materials pertinent to such program, design or
other material and any updated version or portion thereof furnished to Retix by
Internetworking Solutions for use in connection with or replacement of a
Licensed Material, and shall specifically exclude future additions, improvements
or modifications thereto unless approved in writing by Internetworking Solutions
and Retix.

          "MASTER AGREEMENT" shall mean the Master Agreement between
Internetworking Solutions and Retix of even date herewith.

          "OBJECT FORM" shall mean any machine translated version of the Source
Form suitable for execution by computer equipment, or any intermediate form
derived from Source Form which can be made executable by computer equipment.

          "PRODUCTS" shall mean all hardware, software and other products
developed, marketed or sold by Retix or its subsidiaries or affiliates which
contain Licensed Materials and which also contain material added features or
other material distinguishing characteristics from the Licensed Materials
incorporated therein.

          "SOURCE FORM" shall mean the source code form on any media of any
Licensed Material in the language as delivered by Internetworking Solutions to
Retix, or any translation or modification of such Licensed Material which
substantially preserves its original identity.

                                      -45-

     2.   LICENSE GRANT.

          2.1  TECHNOLOGY LICENSE.  Internetworking Solutions hereby grants to
Retix and its authorized contractors a non-exclusive, non-transferable (except
as provided in Section 8.1) worldwide, perpetual, fully-paid license, with the
right to sublicense, to use, copy, have copied and distribute Licensed Materials
in conjunction with the operation, development, design, manufacture, marketing,
sale or other disposition of the Products.

          2.2  USE OF SOURCE FORM FOR DEVELOPMENT.  Internetworking Solutions
hereby grants to Retix and its authorized contractors a non-exclusive, non-
transferable (except as provided in Section 8.1) worldwide, perpetual,
fully-paid license with the right to sublicense, to use, copy and have copied
the Source Form of Licensed Materials for the purpose of adapting or
incorporating such Licensed Materials for operation in connection with the
Products.

          2.3  USE OF OBJECT FORM IN PRODUCTS.  Internetworking Solutions hereby
grants to Retix and its authorized contractors a non-exclusive, non-transferable
(except as provided in Section 8.1), worldwide, perpetual, fully-paid license,
with rights to sublicense as described in Section 2.3, to use, copy, have
copied, and distribute the Object Form of Licensed Materials solely on and in
conjunction with the Products.

          2.4  RIGHT TO GRANT SUBLICENSES.

               (a)  RIGHT TO GRANT OBJECT FORM OR SUBLICENSES.

                    (i)  Internetworking Solutions hereby grants Retix a non-
exclusive, non-transferable (except as provided in Section 8.1), worldwide,
perpetual, fully-paid right to grant and to grant to distributors, resellers and
other parties who distribute Products the right to grant sublicenses (not
exceeding the scope of the underlying license) to use, copy and have copied the
Object Form of Licensed Materials solely on and in conjunction with the
Products, provided that (i) such sublicensees agree to be bound by terms and
conditions no less restrictive than those set forth in the End User License
Agreement attached hereto as EXHIBIT B, and (ii) any distributors, resellers and
other parties who distribute Products, to which Retix grants the right to grant
sublicenses as provided above, agree in writing to be bound by all of the
restrictions contained in this Agreement applicable to Retix.  Neither Retix nor
its distributors, resellers and other parties who distribute Products shall
distribute the Licensed Materials other than in connection with the marketing
and sale of Products.

                    (ii) If the Object Form is sublicensed on media or devices
separately from the Products, then Retix shall use appropriate means to provide
for the acceptance of said End User License Agreement by the end user
sublicensee and installation of the Object Form only on Products, which means
may include a customary written shrinkwrap or break-seal document specifying
such provisions.

                    (iii)     If the Object Form is sublicensed in the form of
firmware in Read Only Memory (ROM) attached directly to the Products, then said
End User License Agreement, or provisions containing at a minimum those of said
End User License Agreement, will be made a part of a written agreement between
Retix and any purchaser of Products, or in lieu thereof a customary written
shrink wrap or break-seal document specifying such provisions.

               (b)  RIGHT TO GRANT SOURCE FORM SUBLICENSES.  Internetworking
Solutions hereby grants Retix a non-exclusive, non-transferable (except as
provided in Section 8.1), worldwide, perpetual, fully-paid right to grant
sublicenses (not exceeding the scope of the underlying license) to use, copy and
have copied the Source Form of Licensed Materials solely on specific items of
Products under the conditions specified below, provided that such sublicensees
agree to be bound by a source code license agreement permitting the use of the
Source Form of Licensed Materials solely for the purposes outlined below, and
having terms no less restrictive than those specified in Section 5
(Confidentiality):

                    (i)  Source Form is required to be held in escrow by a
government sublicensee; or

                    (ii) Source Form for any or all of the Licensed Materials is
required for maintenance by a sublicensee.

                         In addition to those provisions outlined above, Retix
agrees that its Source Form sublicensees specified in clauses (i) and (ii) above
shall be bound by the following additional provisions:

                         (A)  Such Source Form sublicenses shall be used for
maintenance purposes only with no rights to develop or distribute improvements,
adaptations, new versions or derivative works of the Licensed Materials.

                         (B)  Except as expressly provided or permitted in this
Agreement, such Source Form sublicensees shall have no rights to distribute or
otherwise make available Source Form or Object Form to other legal entities
other than affiliates of such Source Form sublicensees.

                         (C)  Such Source Form sublicensees shall use the Source
Form and any Object Form compiled therefrom solely in accordance with the
restrictions set forth on EXHIBIT B (in addition to the other restrictions set
forth herein).

          2.5  SUBLICENSES TO GOVERNMENT AGENCIES.  Internetworking Solutions
grants to Retix a non-exclusive, non-assignable, restricted right to sublicense
the Object Form of Licensed Materials to Government units or agencies, with such
Government units or agencies acquiring only the most limited and restricted
rights, permitted under applicable law, in such Licensed Materials and related
proprietary technical information, data, documentation, and any other forms of
recording and communication.  Internetworking Solutions grants no subsequent
rights to sublicense such Licensed Materials.  If the sublicensee is the United
States Government, the restrictions as set forth in DFARS 227.7202  for military
agencies, and FAR 12.212 for civilian agencies, apply.  For purposes of such
regulations, the Contractor/Manufacturer shall be deemed to be Internetworking
Solutions.  Retix and Internetworking Solutions expressly agree to follow all
procedures necessary to secure such limited and restricted rights.

          2.6  SUBLICENSE ENFORCEMENT.  Retix agrees, upon written request or
prior written approval of Internetworking Solutions to perform the duties and
enforce the rights of Internetworking Solutions with respect to any sublicense
granted by Retix under this Agreement, to the extent permitted under the terms
of such sublicense.

          2.7  RIGHTS TO IMPROVEMENTS.  Internetworking Solutions agrees to
notify Retix promptly in writing of the existence of and the specifications for
any improvements, enhancements, modifications or amendments to the Licensed
Materials (the "IMPROVEMENTS") that Internetworking Solutions does not market as
new products and of any versions to or new versions of the Licensed Materials
that Internetworking Solutions markets or new products which it has developed
and proposes to make available to any third party (the "TECHNOLOGIES," and
collectively with the Improvements, the "NEW TECHNOLOGIES").  Until the
consummation of Internetworking Solutions' Initial Public Offering (as defined
in the Master Agreement), Internetworking Solutions shall make any such New
Technologies available for use by Retix on terms no less favorable than those
provided by Internetworking Solutions to its most favored customer and at a rate
equal to the greater of Internetworking Solutions' most favored customer
discount or a 50% discount off the then-current Internetworking Solutions
suggested end-user price for such New Technology, in each case for
Internetworking Solutions customers contemporaneously purchasing the Licensed
Materials under similar terms.  Following the consummation of Internetworking
Solutions' Initial Public Offering, Internetworking Solutions shall make any
such New Technologies available for use by Retix on terms no less favorable than
those provided by Internetworking Solutions to Equivalent Purchasers (as defined
below) of similar Internetworking Solutions products and services.  As used in
the foregoing sentence, the term "EQUIVALENT PURCHASERS" shall mean purchasers
of Internetworking Solutions products or services who (i) are not affiliated
with Internetworking Solutions, and (ii) purchase such products or services on
terms that are substantially equivalent to those applicable to Retix.

          2.8  THIRD-PARTY ROYALTIES.  No royalties or similar payments are
payable by Retix to Internetworking Solutions under this Agreement, except for
payments that may arise under Section 2.7 and except for royalties owed by
Internetworking Solutions to third parties with respect to Retix' or Retix'
sublicensees' use of the Licensed Materials (collectively, "THIRD-PARTY
ROYALTIES").  At the end of each calendar quarter, Internetworking Solutions
shall prepare a quarterly statement showing the Third Party Royalties actually
paid by Internetworking Solutions during such quarter.  Within 15 days of its
receipt of such quarterly statement, Retix shall reimburse Internetworking
Solutions for the Third Party Royalty payments actually paid as indicated in
such statement.

          2.9  WARRANTY DISCLAIMER.  INTERNETWORKING SOLUTIONS MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS OR ANY
OTHER MATERIALS PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS THE IMPLIED
WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT.

     3.   DELIVERABLES.  At the Closing pursuant to the Master Agreement between
Internetworking Solutions and Retix of even date herewith, Internetworking
Solutions shall provide Retix with a copy of all Licensed Materials, including
copies of all computer programs included in the Licensed Materials in Source
Form and Object Form (and including sufficient documentation for a complete
technical understanding of such programs) for Retix's use in accordance with the
terms of this Agreement.  Thereafter, during the term of this Agreement,
Internetworking Solutions shall provide Retix with prompt written notification
of any additions, improvements or modifications to the Licensed Materials,
developed by or for Internetworking Solutions, and shall thereafter promptly
deliver to Retix a copy of any such additions, improvements or modifications
which the parties agree should be included in the Licensed Materials.

     4.   SUPPORT.  Retix shall be solely responsible for supporting and
providing maintenance of all or any part of the Licensed Materials and
documentation as provided to Retix's customers.  Internetworking Solutions shall
have no obligation to provide any consultation or maintenance support to Retix's
customers with respect to all or any part of the Licensed Materials or other
subject matter of this Agreement.

     5.   CONFIDENTIALITY.

          5.1  CONFIDENTIAL INFORMATION.  As used in this Agreement, the term
"Confidential Information" shall mean any information disclosed by one party to
the other pursuant to this Agreement which is in written, graphic, machine
readable or other tangible form and is marked "Confidential", "Proprietary" or
in some other manner to indicate its confidential nature.  Confidential
Information may also include oral information disclosed by one party to the
other pursuant to this Agreement, provided that such information is designated
as confidential at the time of disclosure and is reduced to writing by the
disclosing party within a reasonable time (not to exceed thirty (30) days) after
its oral disclosure, and such writing is marked in a manner to indicate its
confidential nature and delivered to the receiving party.   Notwithstanding any
failure to so identify it, however, all Licensed Materials to be supplied by
Internetworking Solutions hereunder shall constitute Internetworking Solutions'
Confidential Information without need for further marking.

          5.2  CONFIDENTIALITY.  Each party shall treat as confidential all
Confidential Information of the other party, shall not use such Confidential
Information except as set forth herein, and shall use reasonable efforts not to
disclose such Confidential Information to any third party.   Without limiting
the foregoing, each of the parties shall use at least the same degree of care
which it uses to prevent the disclosure of its own confidential information of
like importance to prevent the disclosure of Confidential Information disclosed
to it by the other party under this Agreement.  Each party shall promptly notify
the other party of any actual or suspected misuse or unauthorized disclosure of
the other party's Confidential Information.

          5.3  EXCEPTIONS.  Notwithstanding the above, neither party shall have
liability to the other with regard to any Confidential Information of the other
which the receiving party can prove:

               (i)  was in the public domain at the time it was disclosed or has
entered the public domain through no fault of the receiving party;

              (ii)  was known to the receiving party, without restriction, at
the time of disclosure, as demonstrated by files in existence at the time of
disclosure;

             (iii)  is disclosed with the prior written approval of the 
disclosing party;

              (iv)  was independently developed by the receiving party without
any use of the Confidential Information, as demonstrated by files created at the
time of such independent development;

               (v)  becomes known to the receiving party, without restriction,
from a source other than the disclosing party without breach of this Agreement
by the receiving party and otherwise not in violation of the disclosing party's
rights;

              (vi)  is disclosed generally to third parties by the disclosing
party without restrictions similar to those contained in this Agreement; or

             (vii)  is disclosed pursuant to the order or requirement of a
court, administrative agency, or other governmental body; provided, however,
that the receiving party shall provide prompt notice thereof to the disclosing
party to enable the disclosing party to seek a protective order or otherwise
prevent or restrict such disclosure;

provided, that Sections 5.3(ii) and (iv) shall not apply to any Licensed
Materials originally developed by Retix prior to the Effective Date,
subsequently transferred to Internetworking Solutions, and then licensed back to
Retix by Internetworking Solutions pursuant to this Agreement.

          5.4  REMEDIES.  Any breach of the restrictions contained in this
Section 5 is a breach of this Agreement which may cause irreparable harm to the
nonbreaching party.  Any such breach shall entitle the nonbreaching party to
injunctive relief in addition to all legal remedies.

          5.5  PRESERVATION OF NOTICES.  Internetworking Solutions shall retain
title and copyrights to the Licensed Materials and related materials that are
provided by Internetworking Solutions to Retix.  Appropriate copyright notices
shall be placed on the materials supplied by Internetworking Solutions (or as
modified by Internetworking Solutions following the closing contemplated by the
Master Agreement) and shall be embedded in the Source Form and Object Form, of
Licensed Materials, and such notices shall be retained on full or partial copies
made by Retix.  Retix agrees to reproduce and include all notices, including but
not limited to, any proprietary notices, copyright notices, and restricted
rights legends, appearing thereon.

     6.   EXPORT CONTROLS.

          6.1  EXPORT CONTROLS IN GENERAL.  In exercising its rights under this
Agreement, Retix agrees to comply strictly and fully with all export controls
imposed on the Licensed Materials by any country or organization of nations
within whose jurisdiction  Retix operates or does business and with all
applicable international, national regional and local laws including all
relevant commodity control laws and regulations in any transactions involving
Licensed Materials.

          6.2  COMPLIANCE WITH EXPORT CONTROLS.

               (a)  With respect to exportation or re-exportation of any part of
the Licensed Materials, Retix agrees not to export or permit exportation without
first (i) obtaining any required written permission to do so from the United
States Office of Export Administration and any other appropriate governmental
agencies of the United States, or (ii) complying fully and strictly with all
requirements of any general license exempting the exportation from the
requirement for that permission.

               (b)  Retix agrees to comply with the United States Export
Administration Act of 1979 as amended (the "ACT"), and with the Export
Administration Regulations ("EAR") promulgated from time to time thereunder by
the United States Department of Commerce ("DOC") in connection with the exercise
of its rights hereunder.

               (c)  Each party agrees to execute any documents reasonably
requested by the other party (including applications for export licenses and
written assurances of non-reexportation) for the purpose of complying with the
Act and EAR.  Retix agrees to keep, at a minimum, the following records required
by DOC for all Licensed Materials incorporated within Products shipped under
this Agreement:

                    (i)  Name and complete address of Retix's customer;

                   (ii)  Customer's type of business and industry;

                  (iii)  End use of Product sold; and

                   (iv)  Serial numbers and dates of Product sold.

               Retix understands and agrees that Licensed Materials may not be
exported, resold or reexported except in a manner which complies with this
Section and Internetworking Solutions shall not under any circumstances be
liable to Retix for any damages whatsoever in the event such export licenses are
not obtained or if any shipment of the Licensed Materials is delayed because of
delays in obtaining such licenses.

     7.   INDEMNIFICATION AND LIMITATION OF LIABILITY.

          (a)  Internetworking Solutions shall indemnify Retix and hold it
harmless from any loss, claim or damage (including attorney's fees) arising out
of Internetworking Solutions' use or possession of the Licensed Materials or
related materials (including, but not limited to, infringement or claims of
infringement of any patents, trademarks, copyrights or other intellectual
property rights).

          (b)  EXCEPT FOR ACTIONS PURSUANT TO SECTIONS 5.1, 5.2, 5.3 AND/OR 5.4,
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST
PROFITS, LOSS OF USE OR LOST DATA) ARISING FROM OR BASED UPON THIS AGREEMENT OR
ANY BREACH HEREOF, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER OR NOT
SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     8.   GENERAL PROVISIONS.

          8.1  ASSIGNMENT.  Except with respect to an assignment to a successor
in business or an acquiror of all or substantially all of a party's business or
assets, this Agreement is not transferable or assignable without the consent of
the other party to this Agreement.  Any assignment in derogation of the
foregoing shall be void.

          8.2  AMENDMENTS AND WAIVERS.  The waiver, amendment or modification of
any provision of this Agreement or any right, power or remedy hereunder, whether
by agreement of the parties or by custom, course of dealing or trade practice,
shall not be effective unless in writing and signed by the party against whom
enforcement of such waiver, amendment or modification is sought.  No failure or
delay by either party in exercising any right, power or remedy with respect to
any of the provisions of this Agreement shall operate as a waiver of such
provisions with respect to such occurrences.

          8.3  GOVERNING LAW.  The legal relations between the parties shall be
governed by the laws of the State of California, regardless of the choice of law
provisions of California or any other jurisdiction.

          8.4  SEVERABILITY.  In the event any provision of this Agreement or
the application of any such provision shall be held to be prohibited or
unenforceable in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability.  The remaining provisions of this Agreement shall remain in
full force and effect, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  The parties shall use their best efforts to replace the
provision that is contrary to law with a legal one approximating to the extent
possible the original intent of, and the economic benefits accruing to, the
parties.

          8.5  KNOWLEDGE.  For purposes of this Agreement, to know or have
knowledge of, or to be aware of or believe, any matter shall mean to know or
have knowledge, be aware or believe, after due inquiry; provided such knowledge,
awareness or belief shall only be imputed to employees of a party at the level
of manager or above, together with such party's officers and directors.

          8.6  BINDING.  This Agreement shall be binding upon and inure to the
benefit of each of the parties and, to the extent permitted by Section 8.1,
their respective successors and assigns.

          8.7  COMPLETE AGREEMENT.  This Agreement and any schedules, exhibits
and documents referred to herein or executed contemporaneously herewith
constitute the entire agreement among the parties with respect to the subject
matter hereof.  This Agreement supersedes all prior written, and all prior and
contemporaneous oral, agreements, representations, warranties, statements,
promises and understandings with respect to the subject matter hereof.

          8.8  HEADINGS.  Section headings are included solely for convenience,
are not to be considered a part of this Agreement, and are not intended to be
full and accurate descriptions of their contents.

          8.9  NOTICES.  All notices or other communications which shall or may
be given pursuant to this Agreement shall be in writing, shall be effective upon
receipt, and shall be delivered by Federal Express or a similar courier,
personal delivery, certified or registered mail, or by facsimile transmission
(with confirmation of transmission receipt), addressed as follows (or as is
provided in the future by written notice as provided herein):

If to Internetworking Solutions:        Internetworking Solutions
                                        2401 Colorado Avenue
                                        Santa Monica, CA 90404
                                        Attn: President

If to Retix:                            Retix
                                        2401 Colorado Avenue
                                        Santa Monica, CA  90404
                                        Attn:  President

          8.10  COUNTERPARTS.  This Agreement may be executed in any number of
copies, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.

          8.11 LANGUAGE INTERPRETATION.  In the interpretation of this
Agreement, unless the context otherwise requires, (a) words importing the
singular shall be deemed to import the plural and vice versa, (b) words denoting
gender shall include all genders, (c) references to persons shall include
corporations or other bodies and vice versa, and (d) references to parties,
sections, schedules, paragraphs and exhibits shall mean the parties, sections,
schedules, paragraphs and exhibits of and to this Agreement unless otherwise
indicated by the context.

          8.12 DRAFTING. This Agreement shall not be construed against any party
by reason of the drafting or preparation thereof.

          8.13 TRANSACTION COSTS.  Except as otherwise provided herein, each
party shall be responsible for any costs, expenses and claims ( including
attorneys' fees and professional and brokers' fees and commissions) arising out
of its negotiation, execution and performance of this Agreement.

          8.14 ATTORNEYS' FEES AND OTHER COSTS.  In the event of any dispute or
controversy arising out of this Agreement, the prevailing party shall be
entitled to reimbursement of its costs, including court and mediation, dispute
resolution and/or arbitration costs and attorneys' and expert witnesses' fees
and costs.

                                   [SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.

INTERNETWORKING SOLUTIONS          RETIX

By:                                By:
   ---------------------              ----------------------
Title:                             Title:
   ---------------------              ----------------------

                                    EXHIBIT A

                               LICENSED MATERIALS

                                    EXHIBIT B

                       FORM OF END USER LICENSE AGREEMENT

                                    EXHIBIT B

                                 LOAN AGREEMENT

     This Loan Agreement (the "AGREEMENT") dated as of May 31, 1996, is by and
between Retix, a California corporation (the "LENDER") and Internetworking
Solutions, a California corporation (the "BORROWER").

     1.   LOAN.

          1.1  Subject to the terms and conditions of this Agreement and in
reliance on the representations and warranties of Borrower set forth herein,
Lender agrees to provide Borrower with a credit line of up to $5,000,000 (the
"CREDIT LINE") to be secured by all of Borrower's assets pursuant to the
Security Agreement between Lender and Borrower of even date herewith (the
"SECURITY AGREEMENT").

          1.2  Advances under the Credit Line may be advanced to Borrower in a
single funding or in separate fundings (each such event, a "FUNDING EVENT," and
each date thereof, a "FUNDING DATE").  Borrower shall provide Lender at least
ten (10) business days prior notice of each requested Funding Event.  Each
Funding Event shall be evidenced by a promissory note of Borrower in favor of
Lender substantially in the form of EXHIBIT A to this Agreement (each a "NOTE"
and together the "NOTES").

          1.3  Subject to the terms and conditions of this Agreement, on or
before  May 31, 1998, Borrower may re-borrow amounts repaid under the entire
Credit Line.  Beginning on June 1, 1998 and until May 31, 1999, Borrower may re-
borrow amounts repaid under the Credit Line up to a maximum of $2,000,000. Any
amounts re-borrowed under the Credit Line shall be evidenced by a Note, and
shall be subject to the terms and conditions of this Agreement, including the
repayment terms set forth in the Note and in Section 3 below.  No loans shall be
made to Borrower after May 31, 1999, and any Notes outstanding as of such date
shall be repaid by Borrower in accordance with their respective terms.

          1.4  Amounts borrowed or re-borrowed under the Credit Line shall be
used solely and exclusively to fund the Borrower's ongoing operating expenses as
approved by the Borrower's Board of Directors.

     2.   CONDITIONS PRECEDENT TO FUNDING.  The obligation of Lender to make
advances under the Credit Line to Borrower, or any funding thereof, is subject
to the following conditions:

          2.1  That Lender shall have received, on or before each Funding Date,
including the first such Funding Date, each of the following, in form and
substance satisfactory to Lender and its counsel, if any:  (a) a Note in the
principal amount of the respective funding duly executed by Borrower; and (b) a
certificate of an officer of Borrower that the representations and warranties
contained in this Agreement are true and correct on the Funding Date and that
there is no Event of Default under this Agreement and no event or condition
which, with lapse of time or giving of notice, would become such an Event of
Default;

          2.2  That no Event of Default under this Agreement and no event or
condition which would, with the giving of notice or lapse of time or both,
become such an Event of Default under this Agreement shall have occurred and be
continuing on or before each Funding Date; and

          2.3  That such Credit Line is, in aggregate amount as well as in the
timing of the respective Funding Event, consistent with Borrower's written
annual operating plan previously approved by its Board of Directors.

     3.   REPAYMENT OF LOAN.

          3.1  REPAYMENT TERMS.  Payments of interest must be made in on the
first day of each calendar quarter following the date of each Note.  Payments of
principal must also be made on the first day of each calendar quarter following
the date of each Note out of any funds available to Borrower at such time.
Payments of both interest and principal shall also be due immediately upon the
occurrence of certain events as set forth below.  Solely for purposes of
illustration, if on the first day of a calendar quarter,

               (a)  Borrower has (1) an outstanding promissory note in the
principal amount of $1,000,000 ("NOTE 1"), (2) quarterly interest due on Note 1
in the amount of $15,000, (3) a later dated outstanding promissory note in the
principal amount of $750,000 ("NOTE 2"), (3) quarterly interest due on Note 2 in
the amount of $12,000 and (4) a cash balance in its accounts of $2,500,000, then
on such date Borrower must pay to Lender (1) the entire $27,000 in interest due
on Notes 1 and 2, then (2) the entire $1,000,000 principal balance due on Note
1, then (3) the entire $750,000 principal balance due on Note 2, and

               (b)  Borrower has (1) an outstanding promissory note in the
principal amount of $1,000,000 ("NOTE 1"), (2) quarterly interest due on Note 1
in the amount of $15,000, (3) a later dated outstanding promissory note in the
principal amount of $750,000 ("NOTE 2"), (3) quarterly interest due on Note 2 in
the amount of $12,000 and (4) a cash balance in its accounts of $1,500,000, then
on such date Borrower must pay to Lender (1) the entire $27,000 in interest due
on Notes 1 and 2, then (2) the entire $1,000,000 principal balance due on Note
1, then (3) the entire remaining cash balance in Borrower' accounts ($473,000)
towards the reduction of the principal balance due on Note 2.

          3.2  PREPAYMENT.  Borrower may prepay the Credit Line, or any portion
thereof, at any time, without prepayment penalty.

          3.3  LATE PAYMENT CHARGE.  Payments of principal (and of interest to
the extent permitted by law) not made on the due date shall bear interest at a
rate per annum equal to the rate specified in each Note plus two percent (2%),
but not in excess of the maximum rate permitted by law until such unpaid amount
has been paid in full (whether before or after judgment).  All interest provided
for in this Section 3.3 shall be payable on demand.

          3.4  NON-BUSINESS DAYS.  Whenever any payment required under this
Agreement falls due on a day that is not a business day, such payment shall be
made on the next succeeding business day.

          3.5  ACCELERATION.  At Lender's option, the entire principal amount
and interest due under the Notes shall become immediately due and payable, and
no further amounts may be borrowed or re-borrowed under the Credit Line:  (i) if
Borrower sells all or substantially all of its assets, (ii) if Borrower
liquidates, dissolves or consummates any consolidation, merger or other
combination (except a merger, consolidation, sale of assets or other combination
in which the shareholders of Borrower immediately prior to the transaction hold
more than fifty percent (50%) of the outstanding voting securities of the
surviving or purchasing entity by virtue of voting equity securities of the
successor entity received in connection with such transaction in exchange for
shares or other securities of Borrower owned immediately prior to the

closing of such transaction), or (iii) upon the occurrence of any Event of
Default (as defined below).  In addition, 50% of the entire principal amount and
unpaid accrued interest under the Notes shall become immediately due and
payable, at Lender's option, if the Borrower consummates any transaction as a
result of which Lender ceases to own at least 50% of the then outstanding
capital stock of Borrower on an as converted to Common Stock basis.

     4.   REPRESENTATIONS AND WARRANTIES.  In order to induce Lender to enter
into this Agreement, Borrower makes the following representations and warranties
which shall survive the execution and delivery of this Agreement and the Notes:

          4.1  CORPORATE EXISTENCE AND POWERS.  Borrower (a) is a corporation
duly organized, validly existing and in good standing under the laws of State of
California, and (b) has all corporate power and authority to carry out this
Agreement and the transactions contemplated herein.  Borrower  is not qualified
or licensed to do business as a foreign corporation in any state.  Borrower does
not own, directly or indirectly, any equity or other interest in any other
corporation, association, partnership or other business entity.

          4.2  CORPORATE AUTHORIZATIONS; BINDING EFFECT.  The execution,
delivery and performance by Borrower of this Agreement are within the corporate
authority of Borrower, have been duly authorized by all necessary corporate
proceedings and do not and will not, to the knowledge of Borrower,
(i) contravene, or constitute a default under, any provisions of applicable law
or regulations or of the Articles of Incorporation or Bylaws of Borrower or of
any presently existing material contract, agreement, judgment, order, decree or
other material instrument binding upon Borrower or (ii) result in or require the
creation or imposition of any lien upon or with respect to any material property
now or hereafter owned by Borrower under any presently existing material
contract, agreement or other material instrument binding upon it, other than
that specifically created under this Agreement.  To the knowledge of Borrower,
this Agreement constitutes, as of its execution, a legal, valid and binding
agreement enforceable against Borrower in accordance with its terms.

          4.3  GOVERNMENTAL AND OTHER CONSENTS NOT REQUIRED.  To the knowledge
of Borrower, no license, authorization, consent or approval of any governmental
body, other body or agency is required to be obtained by Borrower in connection
with the execution and delivery of this Agreement, or in connection with the
carrying out by Borrower of its obligations under this Agreement.

          4.4  LITIGATION.  There is no action, suit or proceeding pending, or
to the knowledge of Borrower, threatened, against or affecting Borrower before
any court or arbitration tribunal or any other governmental department,
administrative agency or instrumentality which, if such action, suit or
proceeding would be determined against Borrower, would affect the ability of
Borrower to perform its obligations under this Agreement.  To its knowledge,
Borrower is not in default in any material respect with respect to any law,
rule, regulation, order, writ, judgment,  injunction, decree, determination or
award.

          4.5  TITLE TO COLLATERAL.  Borrower warrants that Borrower has
acquired good and merchantable title to the Collateral (as defined in the
Security Agreement between Borrower and Lender of even date with this Agreement)
at such time and in such manner as to create a first priority security interest
in the Collateral in favor of Lender (provided and on the condition that Lender
makes timely filings in the proper offices of all UCC-1 financing statements
furnished to it) free and clear of in each instance any other security
interests, liens, claims, encumbrances and rights of others except any lien
created by this Agreement,

liens for taxes not yet due and payable and any security interests which will be
discharged at or before the funding contemplated hereby.

          4.6  DISCLOSURE.  All information heretofore, herein or hereafter
supplied to Lender by or on behalf of Borrower with respect to the Collateral is
and will be accurate and complete in all material respects.

          4.7  RECONFIRMATION OF REPRESENTATIONS AND WARRANTIES.  Borrower shall
reconfirm as of each Funding Date that all the aforesaid representations and
warranties remain valid and in full force and effect.

     5.   COVENANTS OF BORROWER.  Borrower covenants that until the payment in
full of the Credit Line and fulfillment of all its obligations under this
Agreement, Borrower shall comply with the following covenants:

          5.1  NO SALE.  As long as any amount due under this Agreement or under
any Note remains unpaid, Borrower will not sell, assign, transfer, encumber,
lease or otherwise dispose of all, or any part, of its right, title and interest
in any of the Collateral pledged as security for the Credit Line, except for
licenses granted or sales of products by Borrower in the ordinary course of
business, or as set forth in this Agreement.

          5.2  MAINTENANCE OF COLLATERAL.  Borrower will maintain the
Collateral, or cause the Collateral to be maintained, in good order and
condition, reasonable wear and tear excepted.

          5.3  PAYMENT OF TAXES.  Borrower will pay when due and before any
interest or penalty is assessed, all taxes, federal, state or local, and all
levies or charges assessed against the Collateral to the appropriate
authorities.  Borrower will discharge, or cause to be discharged, all liens,
security interests and encumbrances affecting the Collateral arising therefrom.

          5.4  CORPORATE EXISTENCE.  Borrower shall preserve and maintain its
existence as a corporation under the laws of the state of its incorporation and
all of its rights, privileges and franchises necessary or desirable in the
normal course of its business.

          5.5  FINANCIAL STATEMENTS.

               (a)  Borrower shall deliver to Lender:

                    (i)  Within 90 days after the end of each fiscal year, an
audited balance sheet as of the end of such fiscal year, and a statement of
income and retained earnings for such fiscal year, and a statement of cash flows
for such fiscal year (each with the accompanying footnotes) all in reasonable
detail;

                    (ii) Within 45 days after the end of each of the first three
quarters of each fiscal year, Borrower shall provide copies of (A) the unaudited
balance sheet at the end of the interim period ending at the end of such
quarter, and (B) the related consolidated statement of income and changes in
financial position for the portion of the fiscal year ended at the end of such
period; each of the financial statements shall present fairly the consolidated
financial position of Borrower at the end of each such quarter, and the
consolidated results of operations and cash flows for the portion of the fiscal
year ended at the end of such period, all in conformity with generally accepted
accounting principles applied on a basis consistent

with the financial statements referred to in (i) above (except that such
quarterly statements will not contain footnotes);

          5.6  NOTICES.  Borrower shall give immediate notice to Lender of:

               (a)  the occurrence of any Event of Default (as defined below)
accompanied by a certificate specifying the nature of such Event of Default, the
circumstances thereof and the action that Borrower has taken or proposes to
take;

               (b)  any claim, litigation or judicial proceeding which may exist
at any time which, if determined adversely, could have a material adverse effect
on the ability of Borrower to perform its obligations under this Agreement;

               (c)  any event that materially adversely affects the value of the
Collateral, the ability of Borrower to dispose of any Collateral or the rights
and remedies of Lender in relation thereto, including the levy of any legal
process against any of the Collateral; and

               (d)  any material adverse change in the composition of the
Collateral.

          5.7  NO CONFLICTS.  Borrower shall not enter into any agreement that
would materially impair or conflict with Borrower's obligations hereunder
without Lender's prior written consent, which consent shall not be unreasonably
withheld.  Borrower shall not permit the inclusion in any material contract to
which its becomes a party of any provisions that could or might in any way
prevent the creation of a security interest in Borrower's rights and interest in
any property included within the definition of the Collateral acquired under
such contracts, except that certain contracts may contain anti-assignment
provisions that could in effect prohibit the creation of a security interest in
such contracts.

     6.   EVENTS OF DEFAULT.  Any of the following events shall constitute an
"EVENT OF DEFAULT" under this Agreement and under the Notes:

          6.1  PAYMENTS.  Borrower shall fail to make any payment due under this
Agreement or under any Note after the same shall become due and such failure
shall continue for ten days after Borrower receives notice of non-payment;

          6.2  LIENS.  Borrower shall suffer the imposition upon the Collateral
or any part thereof of any claim, lien, security interest, encumbrance or charge
which is prior to or on a parity with the security interest granted under this
Agreement, except as contemplated by this Agreement, and such imposition shall
remain undischarged for a period of ten days after Borrower has actual notice or
actual knowledge thereof;

          6.3  COVENANTS.  Borrower shall fail to perform or observe any
material covenant, condition or agreement to be performed or observed by
Borrower in this Agreement, any Note or in any agreement or certificate of
Borrower furnished to Lender in connection herewith and such failure shall
continue unremedied after occurrence of such failure for a period of ten days
after the earlier of Borrower's actual knowledge of such failure or receipt of
written notice thereof;

          6.4  INSOLVENCY.  Borrower shall have become insolvent or bankrupt or
admit in writing its inability to pay any of its debts as they mature or make an
assignment for the benefit of creditors, or a receiver or trustee shall have
been appointed with respect to Borrower; PROVIDED, that an Event of Default
shall not have occurred under this Agreement if such action is opposed by
Borrower and is dismissed within sixty days; or

          6.5  BANKRUPTCY.  Bankruptcy, reorganization arrangement, insolvency
or liquidation proceedings for relief under Title XI of the United States Code
or any bankruptcy law or similar law now or hereafter in force for the relief of
debtors shall be instituted by or against Borrower and, solely with respect to
any proceedings instituted against Borrower by a third party, Borrower shall
fail to dismiss or to stay such proceedings within sixty days of such
institution.

     7.   SURVIVAL OF REPRESENTATIONS.  All representations and warranties made
in this Agreement or in any relevant documents furnished to Lender by Borrower
under this Agreement and executed by its authorized officer or agent shall
survive the execution and delivery of this Agreement and any such relevant
documents furnished to Lender by Borrower and executed by its authorized officer
or agent and shall continue so long as any obligations under this Agreement are
outstanding and unsatisfied.

     8.   MISCELLANEOUS.

          8.1  ASSIGNMENT.  Except with respect to an assignment to a successor
of all or substantially all of a party's business or assets, this Agreement is
not transferable or assignable without the consent of each of the other party to
this Agreement, and neither party shall have the power or right to assign,
transfer or delegate any of its rights or obligations hereunder.  Any assignment
in derogation of the foregoing shall be void.

          8.2  AMENDMENTS AND WAIVERS.  The waiver, amendment or modification of
any provision of this Agreement or any right, power or remedy hereunder, whether
by agreement of the parties or by custom, course of dealing or trade practice,
shall not be effective unless in writing and signed by the party against whom
enforcement of such waiver, amendment or modification is sought.  No failure or
delay by either party in exercising any right, power or remedy with respect to
any of the provisions of this Agreement shall operate as a waiver of such
provisions with respect to such occurrences.

          8.3  GOVERNING LAW.  The legal relations between the parties shall be
governed by the laws of the State of California, regardless of the choice of law
provisions of California or any other jurisdiction.

          8.4  SEVERABILITY.  In the event any provision of this Agreement or
the application of any such provision shall be held to be prohibited or
unenforceable in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability.  The remaining provisions of this Agreement shall remain in
full force and effect, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  The parties shall use their best efforts to replace the
provision that is contrary to law with a legal one approximating to the extent
possible the original intent of, and the economic benefits accruing to, the
parties.

          8.5  KNOWLEDGE.  For purposes of this Agreement, to know or have
knowledge of, or to be aware of or believe, any matter shall mean to know or
have knowledge, be aware or believe, after due inquiry; provided such knowledge,
awareness or belief shall only be imputed to employees of a party at the level
of manager or above, together with such party's officers and directors.

          8.6  BINDING.  This Agreement shall be binding upon and inure to the
benefit of each of the parties and, to the extent permitted by Section 8.1,
their respective successors and assigns.

          8.7  HEADINGS.  Section headings are included solely for convenience,
are not to be considered a part of this Agreement, and are not intended to be
full and accurate descriptions of their contents.

          8.8  NOTICES.  All notices or other communications which shall or may
be given pursuant to this Agreement shall be in writing, shall be effective upon
receipt, and shall be delivered by Federal Express or a similar courier,
personal delivery, certified or registered mail, or by facsimile transmission
(with confirmation of transmission receipt), addressed as follows (or as is
provided in the future by written notice as provided herein):

If to Borrower:                    Internetworking Solutions
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

If to Lender:                      Retix
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

          8.9  COUNTERPARTS.  This Agreement may be executed in any number of
copies, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.

          8.10 LANGUAGE INTERPRETATION.   In the interpretation of this
Agreement, unless the context otherwise requires, (a) words importing the
singular shall be deemed to import the plural and vice versa, (b) words denoting
gender shall include all genders, (c) references to persons shall include
corporations or other bodies and vice versa, and (d) references to parties,
sections, schedules, paragraphs and exhibits shall mean the parties, sections,
schedules, paragraphs and exhibits of and to this Agreement unless otherwise
indicated by the context.

          8.11 DRAFTING. This Agreement shall not be construed against any party
by reason of the drafting or preparation thereof.

          8.12 TRANSACTION COSTS.  Except as otherwise provided herein, each
party shall be responsible for its costs, expenses and claims (including
attorneys' fees and professional and brokers' fees and commissions) arising out
of its negotiation, execution and performance of this Agreement and of the Other
Agreements.

          8.13 ATTORNEYS' FEES AND OTHER COSTS.  In the event of any dispute or
controversy arising out of this Agreement, the prevailing party shall be
entitled to reimbursement of its costs, including court and mediation, dispute
resolution and/or arbitration costs and attorneys' and expert witnesses' fees
and costs.

          8.14 COMPLETE AGREEMENT.  This Agreement, together with the exhibits
or schedules to this Agreement, the Notes, and the Security Agreement of even
date to this Agreement, is intended by the parties as a final expression of
their agreement and is intended as a complete statement of the terms and
conditions of the subject matter hereof and thereof.

                            [SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered as of the date and year first above written.

                                        "LENDER"

                                        RETIX

                                        By:  _______________________________

                                        Title:  ____________________________

                                        "BORROWER"

                                        INTERNETWORKING SOLUTIONS

                                        By:  _______________________________

                                        Title:  ____________________________

                                    EXHIBIT A

                                 PROMISSORY NOTE

$ ____________                                         ___________, 199_

     FOR VALUE RECEIVED, Internetworking Solutions, a California corporation
(the "BORROWER"), hereby promises to pay to the order of Retix, a California
corporation (the "LENDER") the principal sum of ___________________
($___________), together with interest at the lesser of the prime rate as
announced from time to time by First Interstate Bank or the maximum rate
permitted by law per annum, on the unpaid amount owing under this Note for the
period commencing on the date hereof.  Payments of interest shall be made in
immediately available funds on the first day of each calendar quarter following
the date of this Note.  Payments of principal shall be made in immediately
available funds on the first day of each calendar quarter following the date of
this Note out of any funds available to Borrower at such time in accordance with
the terms of the Loan Agreement dated _____________, 1996 between Borrower and
Lender (the "LOAN AGREEMENT").

     All interest and principal due under this Note shall also be due
immediately upon the occurrence of certain events as set forth in the Loan
Agreement.  Capitalized terms used in this Note have the respective meanings
assigned to such terms in the Agreement.

     Borrower may prepay amounts due under this Note, or any portion thereof, at
any time, without prepayment penalty.

     All payments to be made to the Lender under this Note shall be made to
Lender at its principal offices at 2401 Colorado Avenue, Santa Monica,
California 90404 or such other address as Lender may designate in writing.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF CALIFORNIA.

                                        INTERNETWORKING SOLUTIONS
                                        a California corporation

                                        By:
                                           -----------------------------

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

                                    EXHIBIT C

                            INTERNETWORKING SOLUTIONS

                             STOCK OPTION AGREEMENT

     Internetworking Solutions, a California corporation (the "COMPANY"), has
granted to OPTIONEE (the "OPTIONEE"), an option (the "OPTION") to purchase a
total of SHARES shares of Common Stock (the "SHARES"), at the price determined
as provided herein, and in all respects subject to the terms, definitions and
provisions of the 1996 Stock Option Plan (the "PLAN") adopted by the Company,
which is incorporated herein by reference.  Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings herein.

     1.   NATURE OF THE OPTION.  This Option is intended to qualify as an
Incentive Stock Option as defined in Section 422 of the Code.

     2.   EXERCISE PRICE.  The exercise price is $0.50 for each share of Common
Stock, which price is not less than the fair market value per share of the
Common Stock on the date of grant.

     3.   EXERCISE OF OPTION.  This Option shall be exercisable during its term
in accordance with the provisions of Section 9 of the Plan as follows:

          (i)  RIGHT TO EXERCISE.

               (a)  VESTING CALCULATIONS.

                    (1)  Initially, this Option shall not be exercisable.
Subject to the other terms and conditions of this Option, on the date (the
"CLIFF VESTING DATE") that is one year after the Vesting Commencement Date (as
set forth on the signature page of this Agreement) this Option shall become
exercisable for a total of 1/3 of the Shares subject to the Option; thereafter,
this Option shall be exercisable cumulatively, to the extent of 1/36th of the
Shares subject to the Option at the end of each month after the Cliff Vesting
Date.

                    (2)  Notwithstanding the foregoing Section 3(i)(a)(1), the
exercisability of this Option shall be accelerated as follows:  Upon
consummation of any sale (a "THIRD PARTY SALE") by Retix, a California
corporation ("RETIX") of all of the Company's securities owned by Retix to any
third party other than (i) Internetworking Solutions Management (as defined in
the Master Agreement between Retix and the Company dated May 31, 1996 (the
"MASTER AGREEMENT") or any Affiliates thereof (as defined below) or (ii) in the
Company's Initial Public Offering (as defined in the Master Agreement) or in
connection with a distribution of any of the Company's securities owned by Retix
to its shareholders, then in addition to any Shares that are already vested
hereunder, this Option shall become immediately exercisable for an additional
number of Shares equal to the total number of Shares which would otherwise have
become vested over a period of 12 months; PROVIDED, HOWEVER, that at least 1/3
of the Shares originally subject to the Option remain unvested as of the date of
closing of the Third Party Sale.  In the event that less than 1/3 of the Shares
originally subject to the Option remain unvested as of the date of closing of
the Third Party Sale, then this Option shall continue to vest in accordance with
the terms of Section 3(i)(a)(1) above, and the Option shall not be exercisable
for any additional Shares as of such closing date.  As used herein, the term
"AFFILIATE"

shall have the meaning given in the Securities Act of 1933 and Securities
Exchange Act of 1934 and any rules and regulations promulgated thereunder.

               (b)  This Option may not be exercised for a fraction of a share.

               (c)  In the event of Optionee's death, disability or other
termination of employment, the exercisability of the Option is governed by
Sections 7, 8 and 9 below, subject to the limitations contained in
subsections 3(i)(d) and (e).

               (d)  In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in Section 11 below.

               (e)  In the event that this Option becomes exercisable at a time
or times which, when this Option is aggregated with all other incentive stock
options granted to Optionee by the Company or any Parent or Subsidiary, would
result in Shares having an aggregate fair market value (determined for each
Share as of the date of grant of the option covering such share) in excess of
$100,000 becoming first available for purchase upon exercise of one or more
incentive stock options during any calendar year, the amount in excess of
$100,000 shall be treated as a nonstatutory stock option, pursuant to Section 5
of the Plan.

     (ii) METHOD OF EXERCISE.  This Option shall be exercisable by written
notice which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder's investment intent with respect
to such shares of Common Stock as may be required by the Company pursuant to the
provisions of the Plan.  Such written notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company.  The written notice shall be accompanied by payment of the exercise
price.  This Option shall be deemed to be exercised upon receipt by the Company
of such written notice accompanied by the exercise price.

     No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.

     4.   OPTIONEE'S REPRESENTATIONS.  In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, concurrently with the exercise of all or any portion of this
Option, deliver to the Company his or her Investment Representation Statement in
the form attached as EXHIBIT A.

     5.   METHOD OF PAYMENT.  Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee:

     (i)  cash;

     (ii) check;

     (iii)     surrender of other shares of Common Stock of the Company which
(A) either have been owned by the Optionee for more than six (6) months on the
date of surrender or were not acquired, directly or indirectly, from the Company
and (B) have a fair market value on the date of surrender equal to the Exercise
Price of the Shares as to which the Option is being exercised; or

     (iv) delivery of a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds required to pay the exercise price.

     6.   RESTRICTIONS ON EXERCISE.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("REGULATION G") as
promulgated by the Federal Reserve Board.  As a condition to the exercise of
this Option, the Company may require Optionee to make any representation and
warranty to the Company as may be required by any applicable law or regulation.

     7.   TERMINATION OF STATUS AS AN EMPLOYEE.  In the event of termination of
Optionee's Continuous Status as an Employee, he or she may, but only within
two (2) months after the date of such termination (but in no event later than
the date of expiration of the term of this Option as set forth in Section 11
below), exercise this Option to the extent that he or she was entitled to
exercise it at the date of such termination.  To the extent that he or she was
not entitled to exercise this Option at the date of such termination, or if he
or she does not exercise this Option within the time specified herein, the
Option shall terminate.

     8.   DISABILITY OF OPTIONEE.

          (i)  Notwithstanding the provisions of Section 7 above, in the event
of termination of Optionee's Continuous Status as an Employee as a result of his
or her total and permanent disability (as defined in Section 22(e)(3) of the
Code), Optionee may, but only within twelve (12) months from the date of
termination of employment (but in no event later than the date of expiration of
the term of this Option as set forth in Section 11 below), exercise this Option
to the extent he or she was entitled to exercise it at the date of such
termination.  To the extent that Optionee was not entitled to exercise the
Option at the date of termination, or if Optionee does not exercise such Option
(which he or she was entitled to exercise) within the time specified herein, the
Option shall terminate.

          (ii) Notwithstanding the provisions of Section 7 above, in the event
of termination of Optionee's Continuous Status as an Employee as a result of any
disability not constituting a total and permanent disability (as defined in
Section 22(e)(3) of the Code), Optionee may, but only within six (6) months from
the date of termination of employment (but in no event later than the date of
expiration of the term of this Option as set forth in Section 11 below),
exercise this Option to the extent he or she was entitled to exercise it at the
date of such termination; provided, however, that if this is an Incentive Stock
Option and Optionee fails to exercise this Incentive Stock Option within three
(3) months from the date of termination of employment, this Option will cease to
qualify as an Incentive Stock Option (as defined in Section 422 of the Code) and
Optionee will be treated for federal income tax purposes as having received
ordinary income at the time of such exercise in an amount generally measured by
the difference between the exercise price for the Shares and the fair market
value of the Shares on the date of exercise.  To the extent that Optionee was
not entitled to exercise the Option at the date of termination, or if Optionee
does not exercise such Option (which he or she was entitled to exercise) within
the time specified herein, the Option shall terminate.

     9.   DEATH OF OPTIONEE.  In the event of the death of Optionee:

          (i)  during the term of this Option and while an Employee of the
Company and having been in Continuous Status as an Employee since the date of
grant of the Option, the Option may be exercised, at any time within three (3)
months following the date of death (but in no event later than the date of
expiration of the term of this Option as set forth in Section 11 below), by
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living and remained in Continuous
Status as an Employee twelve (12) months after the date of death, subject to the
limitations contained in Section 3(i)(e) above; or

          (ii) within two (2) months after the termination of Optionee's
Continuous Status as an Employee, the Option may be exercised, at any time
within three (3) months following the date of death (but in no event later than
the date of expiration of the term of this Option as set forth in Section 11
below), by Optionee's estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the date of termination.

     10.  NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution.
The designation of a beneficiary does not constitute a transfer.  An Option may
be exercised during the lifetime of the Optionee only by the Optionee or a
transferee permitted by this Section.  The terms of this Option shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.

     11.  TERM OF OPTION.  This Option may not be exercised more than ten (10)
years from the date of grant of this Option, and may be exercised during such
term only in accordance with the Plan and the terms of this Option.

     12.  EARLY DISPOSITION OF STOCK.  Optionee understands that if he or she
disposes of any Shares received under this Option within two (2) years after the
date of this Agreement or within one (1) year after such Shares were transferred
to him or her, he or she will be treated for federal income tax purposes as
having received ordinary income at the time of such disposition in an amount
generally measured by the difference between the price paid for the Shares and
the lower of the fair market value of the Shares at the date of the exercise or
the fair market value of the Shares at the date of disposition.  The amount of
such ordinary income may be measured differently if Optionee is an officer,
director or 10% shareholder of the Company, or if the Shares were subject to a
substantial risk of forfeiture at the time they were transferred to Optionee.
OPTIONEE HEREBY AGREES TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE
DATE OF ANY SUCH DISPOSITION.  Optionee understands that if he disposes of such
Shares at any time after the expiration of such two-year and one-year holding
periods, any gain on such sale will be taxed as long-term capital gain.

     13.  MARKET STANDOFF AGREEMENT.  In connection with the initial public
offering of the Company's securities and upon request of the Company or the
underwriters managing such offering, Optionee hereby agrees not to sell, make
any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any Shares or other securities of the Company (other than those
included in the registration) without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
180 days) from the effective date of such registration as may be requested by
the Company or such managing underwriters; PROVIDED, HOWEVER, that the Optionee
need not so agree unless a majority of the Company's officers and directors and
a majority of the holders of at least 5% of the Company's outstanding securities
also agree to be similarly bound.

                            [SIGNATURE PAGE FOLLOWS]

DATE OF GRANT:              , 1996
                ------------            INTERNETWORKING SOLUTIONS

                                        By:
                                           --------------------

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

     Vesting Commencement Date:  VESTINGDATE

     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE
COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN
ANY WAY WITH HIS OR HER RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OR HER
EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

     OPTIONEE ACKNOWLEDGES THAT THIS OPTION IS THE ONLY OPTION OR OTHER RIGHT TO
BE OFFERED, PROVIDED OR GRANTED TO THE OPTIONEE WITH RESPECT TO THE SECURITIES
OF THE COMPANY OR ANY AFFILIATED ENTITY AND THAT THIS OPTION SUPERSEDES ALL
PRIOR AGREEMENTS, UNDERSTANDINGS OR DISCUSSIONS, WRITTEN OR ORAL, WITH RESPECT
TO THE FOREGOING.

     Optionee acknowledges receipt of a copy of the Plan and certain information
related thereto and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof.  Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the Option.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board upon any questions arising under the Plan.

     Dated:  __________________         ______________________________
                                        OPTIONEE, Optionee

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE:    OPTIONEE

COMPANY:

SECURITY:

AMOUNT:

DATE:

     In connection with the purchase of the above-listed Securities, the
undersigned Optionee represents to the Company the following:

          (a)  Optionee is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the securities.  Optionee is
acquiring these securities for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "SECURITIES
ACT").

          (b)  Optionee acknowledges and understands that the securities
constitute "restricted securities" under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of Optionee's investment intent as expressed herein.  In this connection,
Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if
Optionee's representation was predicated solely upon a present intention to hold
these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other fixed
period in the future.  Optionee further understands that the Securities must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available.  Optionee further
acknowledges and understands that the Company is under no obligation to register
the securities.  Optionee understands that the certificate evidencing the
securities will be imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or such registration is not required in
the opinion of counsel satisfactory to the Company and any other legend required
under applicable state securities laws.

          (c)  Optionee is familiar with the provisions of Rule 701 and Rule
144, each promulgated under the Securities Act, which, in substance, permit
limited public resale of "restricted securities" acquired, directly or
indirectly from the issuer thereof, in a non-public offering subject to the
satisfaction of certain conditions.  Rule 701 provides that if the issuer
qualifies under Rule 701 at the time of exercise of the Option by the Optionee,
such exercise will be exempt from registration under the Securities Act.  In the
event the Company later becomes subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter
the securities exempt under Rule 701 may be resold, subject to the satisfaction
of certain of the conditions specified by Rule 144, including among other
things:  (1) the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly

with a market maker (as said term is defined under the Securities Exchange Act
of 1934); and, in the case of an affiliate, (2) the availability of certain
public information about the Company, and the amount of securities being sold
during any three month period not exceeding the limitations specified in
Rule 144(e), if applicable.

     In the event that the Company does not qualify under Rule 701 at the time
of exercise of the Option, then the securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires among other
things:  (1) the resale occurring not less than two years after the party has
purchased, and made full payment for, within the meaning of Rule 144, the
securities to be sold; and, in the case of an affiliate, or of a non-affiliate
who has held the securities less than three years, (2) the availability of
certain public information about the Company, (3) the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934), and (4) the amount of securities being sold during any three month period
not exceeding the specified limitations stated therein, if applicable.

          (d)  MARKET STANDOFF AGREEMENT.  In connection with the initial public
offering of the Company's securities and upon request of the Company or the
underwriters managing such offering, Optionee hereby agrees not to sell, make
any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any of the Securities or any other securities of the Company (other
than those included in the registration) without the prior written consent of
the Company or such underwriters, as the case may be, for such period of time
(not to exceed 180 days) from the effective date of such registration as may be
requested by the Company or such managing underwriters; PROVIDED, HOWEVER, that
the Optionee need not so agree unless a majority of the Company's officers and
directors and a majority of the holders of at least 5% of the Company's
outstanding securities also agree to be similarly bound.

          (e)  Optionee further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.  Optionee understands that no assurances can be given that
any such other registration exemption will be available in such event.

                              Signature of Optionee:

                              ___________________________
                              OPTIONEE

                              Date:_______________________ 

                                    EXHIBIT D

                 INTERNETWORKING SOLUTIONS DISCLOSURE STATEMENT

     This Disclosure Statement is made and given pursuant to Section 4 of the
Master Agreement (the "AGREEMENT") by and between Retix and Internetworking
Solutions.  The Section numbers in this Disclosure Statement correspond to the
Section numbers in the Agreement; however, any information disclosed herein
under any Section number shall be deemed to be disclosed and incorporated into
any other Section number under the Agreement where such disclosure would be
appropriate.  Any terms used in this Disclosure Statement shall have the
meanings defined for them in the Agreement unless otherwise defined herein.

     SECTION 3.11 - BINDING AGREEMENTS

     Third party consents to the transactions contemplated by the Master
Agreement are required from certain vendors, distributors, resellers and other
contractors as indicated on lists provided or made available to Internetworking
Solutions.

                                    EXHIBIT E

                       PREFERRED STOCK PURCHASE AGREEMENT

     This Agreement is made as of May 31, 1996 by and between Internetworking
Solutions, a California corporation (the "COMPANY") and Retix, a California
corporation (the "PURCHASER").

     1.   AUTHORIZATION AND SALE OF PREFERRED STOCK.

          1.1  AUTHORIZATION.  The Company will authorize the sale and issuance
of up to 16,000,000 shares of its Preferred Stock, having the rights, privileges
and preferences as set forth in the Amended and Restated Articles of
Incorporation (the "RESTATED ARTICLES") in the form attached to this Agreement
as EXHIBIT A.

          1.2  SALE OF PREFERRED.  Subject to the terms and conditions of this
Agreement, in exchange for the transfer of the Transferred Assets (subject to
the Transferred Liabilities and Transferred Contracts) as provided in the Master
Agreement between the parties of even date herewith (the "MASTER AGREEMENT"),
the Purchaser agrees to purchase at the Closing (as defined below), and the
Company agrees to sell and issue to the Purchaser, 16,000,000 shares of the
Company's Preferred Stock (the "SHARES" or "PREFERRED") at a price of $5.00 per
share.

     2.   CLOSING DATE; DELIVERY.

          2.1  CLOSING DATE.  The closing of the purchase and sale of the Shares
under this Agreement shall be held at the offices of Venture Law Group, A
Professional Corporation, 2800 Sand Hill Road, Menlo Park, California
simultaneous with the execution and delivery of this Agreement and the Master
Agreement (the "CLOSING") or at such other time and place upon which the Company
and the Purchaser shall agree (the date of the Closing is hereinafter referred
to as the "CLOSING DATE").

          2.2  DELIVERY.  At the Closing, the Company will deliver to the
Purchaser a certificate or certificates representing the number of Shares to be
purchased by the Purchaser at such Closing, against delivery to the Company by
the Purchaser of all necessary and appropriate instruments to effect the
transfer of the Transferred Assets, as provided in the Master Agreement.

     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  Except as set forth on
EXHIBIT B attached to this Agreement, the Company hereby represents and warrants
to the Purchaser as follows:

          3.1  ORGANIZATION AND STANDING; ARTICLES AND BY-LAWS.  The Company
(a) is a corporation duly organized, validly existing and in good standing under
the laws of State of California, and (b) has all corporate power and authority
to carry out this Agreement and the transactions contemplated herein.  The
Company is not qualified or licensed to do business as a foreign corporation in
any state.  The Company does not own, directly or indirectly, any equity or
other interest in any other corporation, association, partnership or other
business entity.  The Company has furnished Purchaser with copies of its
Articles of Incorporation and Bylaws.  Said copies are true, correct and
complete and contain all amendments through the Closing Date.

          3.2  CORPORATE POWER.  The Company will have at the Closing Date all
requisite legal and corporate power to execute and deliver this Agreement, to
sell and issue the Shares hereunder, to issue the Common Stock issuable upon
conversion of the Shares and to carry out and perform its obligations under the
terms of this Agreement.

          3.3  CAPITALIZATION.  The authorized capital stock of the Company
consists or will, upon the filing of the Restated Articles, consist of:
20,000,000 shares of Common Stock, none of which are issued and outstanding; and
16,000,000 shares of Preferred Stock, none of which were issued and outstanding
prior to the Closing.  All issued and outstanding shares have been duly
authorized and validly issued, and are fully paid and nonassessable.  The
Company has reserved 16,000,000 shares of Preferred Stock for issuance
hereunder, 16,000,000 shares of Common Stock for issuance upon conversion of the
Preferred Stock, 3,800,000 shares for issuance pursuant to the Company's 1996
Stock Option Plan and 200,000 shares for issuance pursuant to the Company's 1996
Directors' Stock Option Plan.  The Preferred Stock shall have the rights,
preferences, privileges and restrictions set forth in the Restated Articles.
All securities of the Company to be outstanding immediately following the
Closing will be issued in compliance with applicable federal and state
securities laws.  Except as described above, there are no preemptive rights,
options or warrants or other conversion privileges or rights presently
outstanding to purchase any of the authorized but unissued stock of the Company.
The Company is not obligated to repurchase any shares of its capital stock or
any other securities.

          3.4  AUTHORIZATION.  All corporate action on the part of the Company,
its directors and shareholders (if any) necessary for the authorization,
execution, delivery and performance of this Agreement by the Company, the
authorization, sale, issuance and delivery of the Shares (and the Common Stock
issuable upon conversion of the Shares) and the performance of all of the
Company's obligations under this Agreement has been taken or will be taken prior
to the Closing.  This Agreement, when executed and delivered by the Company,
shall constitute a valid and binding obligation of the Company enforceable in
accordance with its terms.  The Shares, when issued in compliance with the
provisions of this Agreement, will be validly issued and will be fully paid and
nonassessable and will have the rights, preferences and privileges described in
the Restated Articles.  The shares of Common Stock issuable upon conversion of
the Shares have been duly and validly reserved and, when issued in compliance
with the provisions of this Agreement and the Restated Articles will be validly
issued, fully paid and nonassessable, and the Shares and such Common Stock will
be free of any liens or encumbrances other than those created by or imposed upon
the holders thereof through no action of the Company;  provided, however, that
the Shares (and the Common Stock issuable upon conversion thereof) may be
subject to restrictions on transfer under state and/or federal securities laws
as set forth herein.  The Shares are not subject to any preemptive rights or
rights of first refusal, except as set forth in the Rights Agreement in the form
attached hereto as EXHIBIT C (the "RIGHTS AGREEMENT").

          3.5  NO FINANCIAL STATEMENTS.  The Company has not prepared any
balance sheet, income statement, statement of operations, statement of changes
in financial position and shareholders' equity or other financial statement.

          3.6  PATENTS AND OTHER INTANGIBLE ASSETS.  Without having conducted
any special infringement or patent search, the Company is unaware of any
infringement of or conflict with the rights of others with respect to any
patents, patent applications, inventions, processes, formulae or copyrights
necessary for the operation of the business of the Company as now conducted and
as proposed to be conducted.

          3.7  COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC.  The
Company is not in violation of any term of its Articles of Incorporation or
Bylaws, each as amended and in effect on and as of the Closing, or in any
material respect of any material term or provision of any material mortgage,
indebtedness, indenture, contract, agreement, instrument, judgment or decree,
order, statute, rule or regulation applicable to the Company.  The execution,
delivery and performance of and compliance with this Agreement, and the issuance
of the Shares and the Common Stock issuable upon conversion of the Shares, have
not resulted and will not result in any material violation of, or conflict with,
or constitute a material default under, or result in the creation of, any
mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company;  and there is no such violation or default which
materially and adversely affects the business of the Company as conducted or as
proposed to be conducted, or any of the Company's properties or assets.

          3.8  LITIGATION, ETC.  There are no actions, suits, proceedings or
investigations pending against the Company or its properties (nor, to the best
of the Company's knowledge, against officers of the Company) before any court or
governmental agency (nor, to the best of the Company's knowledge, is there any
threat thereof), which, either in any case or in the aggregate, might result in
any material adverse change in the business or financial condition of the
Company or any of its properties or assets, or in any material impairment of the
right or ability of the Company to carry on its business as now conducted or as
proposed to be conducted, or in any material liability on the part of the
Company, and none which questions the validity of this Agreement or any action
taken or to be taken in connection herewith.

          3.9  EMPLOYEES.  To the best of the Company's knowledge, after
reasonable investigation, no employee or consultant of the Company is in
violation of any term of any employment, employment contract, patent disclosure
agreement or any other contract or agreement relating to the relationship of any
such person with the Company or any other party because of the nature of the
business conducted or to be conducted by the Company.  The Company does not have
any collective bargaining agreements covering any of its employees.  The Company
has no employee benefit plans presently in force with respect to profit-sharing,
pensions, stock options, or other stock benefits.  The Company is not aware of
any key employee of the Company who has any plans to terminate his or her
employment with the Company.

          3.10  GOVERNMENTAL CONSENT, ETC.  No consent, approval or 
authorization of or designation, declaration or filing with any governmental 
authority on the part of the Company is required in connection with the valid 
execution and delivery of this Agreement, or the offer, sale or issuance of 
the Shares (and the Common Stock issuable upon conversion of the Shares), or 
the consummation of any other transaction contemplated by this Agreement, 
except for filing of the Restated Articles in the office of the Secretary of 
State of the State of California and filing of such notice as required by 
Section 25102(f) of the California Corporate Securities Law of 1968, and the 
compliance with other applicable blue sky laws.

          3.11  OFFERING.  Subject to the accuracy of the Purchaser's
representations in Section 5 of  this Agreement and in written responses to the
Company's inquiries, the offer, sale and issuance of the Shares to be issued in
conformity with the terms of this Agreement and the issuance of the Common Stock
to be issued upon conversion of the Shares, constitute transactions exempt from
the registration requirements of Section 5 of the Securities Act of 1933, as
amended (the "SECURITIES ACT").

          3.12  BROKERS OR FINDERS; OTHER OFFERS.  The Company has not incurred,
and will not incur, directly or indirectly, as a result of any action taken by
the Company, any liability for brokerage or finders' fees or agents' commissions
or any similar charges in connection with this Agreement.

          3.13  DISCLOSURE.  To the best of the Company's knowledge, after
reasonable investigation, no representation or warranty of the Company contained
in this Agreement and the Exhibits attached hereto, or any certificate furnished
or to be furnished to the Purchaser at the Closing contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements contained herein or therein not misleading in light of the
circumstances under which they were made.

          3.14  NO CONFLICT OF INTEREST.  The Company is not indebted, directly
or indirectly, to any of its officers or directors or to their respective
spouses or children, in any amount whatsoever other than in connection with
expenses or advances of expenses incurred in the ordinary course of business or
relocation expenses of employees.  To the best of the Company's knowledge, none
of said officers or directors, or any members of their immediate families, are
indebted to the Company (other than in connection with purchases of the
Company's stock) or have any direct or indirect ownership interest in any firm
or corporation with which the Company is affiliated or with which the Company
has a business relationship other than the Purchaser, or any firm or corporation
which competes with the Company except that officers, directors and/or
shareholders of the Company may own stock in publicly traded companies which may
compete with the Company.  To the best of the Company's knowledge, no officer or
director or any member of their immediate families, is, directly or indirectly,
interested in any material contract with the Company.  The Company is not a
guarantor or indemnity of any indebtedness of any other person, firm or
corporation.

     4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

          4.1  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.  The Purchaser
hereby represents and warrants to the Company with respect to the purchase of
the Shares as follows:

               (a)  EXPERIENCE.  Purchaser has substantial experience in
evaluating and investing in private placement transactions so that Purchaser is
capable of evaluating the merits and risks of Purchaser's investment in the
Company.   Purchaser, by reason of its business or financial experience or the
business or financial experience of its professional advisors who are
unaffiliated with and who are not compensated by the Company or any affiliate or
selling agent of the Company, directly or indirectly, has the capacity to
protect its own interests in connection with the purchase of the Shares under
this Agreement.

               (b)  INVESTMENT.  Purchaser is acquiring the Shares and the
underlying Common Stock for investment for Purchaser's own account, not as a
nominee or agent, and not with the view to, or for resale in connection with,
any distribution thereof.   Purchaser understands that the Shares and the
underlying Common Stock have not been, and will not be, registered under the
Securities Act by reason of a specific exemption therefrom, and that any such
exemption would depend, among other things, upon the bona fide nature of the
investment intent and the accuracy of such Purchaser's representations as
expressed in this Agreement.  Purchaser has not been formed for the specific
purpose of acquiring the Shares or the underlying Common Stock.

               (c)  RULE 144.  Purchaser acknowledges that the Shares and the
underlying Common Stock must be held indefinitely unless subsequently registered
under the Securities Act or an exemption from such registration is available.
Purchaser is aware of the provisions of Rule 144 promulgated under the
Securities Act which permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among
other things, the existence of a public market for the shares, the availability
of certain current public information about the Company, the resale occurring
not less than two years after a party has purchased and paid for the security to
be sold, the sale being effected through

a "broker's transaction" or in transactions directly with a "market maker" (as
provided by Rule 144(f)) and the number of shares being sold during any three-
month period not exceeding specified limitations.

               (d)  NO PUBLIC MARKET.  Purchaser understands that no public
market now exists for any of the securities issued by the Company, that the
Company has made no assurances that a public market will ever exist for the
Shares or the underlying Common Stock and that, even if such a public market
exists at some future time, the Company may not then be satisfying the current
public information requirements of Rule 144.

               (e)  ACCESS TO DATA.  Purchaser and its representatives have met
with representatives of the Company and thereby have had the opportunity to ask
questions of, and receive answers from, said representatives concerning the
Company and the terms and conditions of this transaction as well as to obtain
any information requested by Purchaser.  Any questions raised by Purchaser or
its representatives concerning the transaction have been answered to the
satisfaction of Purchaser and its representatives.  Purchaser's decision to
purchase the Shares is based in part on the answers to such questions as
Purchaser and its representatives have raised concerning the transaction and on
its own evaluation of the risks and merits of the purchase and the Company's
proposed business activities.

               (f)  AUTHORIZATION.  This Agreement when executed and delivered
by the Purchaser will constitute a valid and legally binding obligation of the
Purchaser, enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies.

               (g)  BROKERS OR FINDERS.  The Company has not incurred, and will
not incur, directly or indirectly, as a result of any action taken by the
Purchaser any liability for brokerage or finders' fees or agents' commissions or
any similar charges in connection with this Agreement.

     5.   CONDITIONS TO CLOSING OF PURCHASER.  The Purchaser's obligation to
purchase the Shares at the Closing is, at the option of the Purchaser, subject
to the fulfillment or waiver as of the Closing Date of the following conditions:

          5.1  REPRESENTATIONS AND WARRANTIES CORRECT.  The representations and
warranties made by the Company in Section 3 of this Agreement shall be true and
correct in all material respects when made, and shall be true and correct in all
material respects on the Closing Date with the same force and effect as if they
had been made on and as of said date.

          5.2  COVENANTS.  All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.

          5.3  COMPLIANCE CERTIFICATE.  The Company shall have delivered to the
Purchaser a certificate of the Company, executed by the President of the
Company, dated the Closing Date, and certifying, among other things, to the
fulfillment of the conditions specified in Sections 5.1 and 5.2 of this
Agreement.

          5.4  BLUE SKY.  The Company shall have obtained all necessary Blue Sky
law permits and qualifications, or secured exemptions therefrom, required by any
state for the offer and sale of the Shares and the Common Stock issuable upon
conversion of the Shares.

          5.5  ARTICLES OF INCORPORATION.  The Restated Articles shall have been
filed with the Secretary of State of the State of California.

          5.6  RIGHTS AGREEMENT.  The Company shall have entered into the Rights
Agreement.

          5.7  SIMULTANEOUS CLOSING.  The Closing under the Master Agreement
shall have also occurred simultaneously.

     6.   CONDITIONS TO CLOSING OF COMPANY.  The Company's obligation to sell
and issue the Shares at the Closing is, at the option of the Company, subject to
the fulfillment or waiver of the following conditions:

          6.1  REPRESENTATIONS.  The representations made by the Purchaser in
Section 4 of this Agreement shall be true and correct when made, and shall be
true and correct on the Closing Date.

          6.2  BLUE SKY.  The Company shall have obtained all necessary Blue Sky
law permits and qualifications, or secured exemptions therefrom, required by any
state for the offer and sale of the Shares and the Common Stock issuable upon
conversion of the Shares.

          6.3  ARTICLES OF INCORPORATION.  The Restated Articles shall have been
filed with the Secretary of State of the State of California.

          6.4  COVENANTS.  All covenants, agreements and conditions contained in
this Agreement to be performed by the Purchaser on or prior to the Closing Date
shall have been performed or complied with in all material respects.

          6.5  SIMULTANEOUS CLOSING.  The Closing under the Master Agreement
shall have also occurred simultaneously.

     7.   AFFIRMATIVE COVENANTS OF THE COMPANY.  The Company hereby covenants
and agrees as follows:

          7.1  FINANCIAL INFORMATION.  The Company will mail the following
reports to the Purchaser for so long as the Purchaser is a holder of any Shares
purchased by such person pursuant to this Agreement (or Common Stock issued upon
conversion of the Shares):

               (a)  As soon as practicable after the end of each fiscal year,
and in any event within ninety (90) days thereafter, consolidated balance sheets
of the Company and its subsidiaries, if any, as of the end of such fiscal year,
and consolidated statements of income and consolidated statements of changes in
financial position of the Company and its subsidiaries, if any, for such year,
prepared in accordance with generally accepted accounting principles and setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail and audited by independent public accountants of
national standing selected by the Company.

               (b)  Contemporaneously with delivery to holders of Common Stock,
a copy of each report of the Company delivered to holders of the Company's
Common Stock.

               (c)  For so long as the Purchaser is eligible to receive reports
under this Section 7.1, it shall also have the right, at its expense, to discuss
the affairs, finances and accounts of the Company with the Company's officers,
all at such reasonable times and as often as may be reasonably requested;
provided, however, that the Company shall not be obligated to provide any
information that it reasonably considers to be a trade secret or to contain
confidential information.

          7.2  ADDITIONAL INFORMATION.  As long as a Purchaser (together with
any affiliate of such Purchaser) holds not less than 500,000 Shares (or an
equivalent number of shares consisting of the Shares or Common Stock issued upon
conversion of the Shares), as adjusted for recapitalizations, stock splits,
stock dividends and the like, the Company will mail the following reports to
such Purchaser:

               (a)  As soon as practicable after the end of the first, second
and third quarterly accounting periods in each fiscal year of the Company and in
any event within forty-five (45) days thereafter, a consolidated balance sheet
of the Company and its subsidiaries, if any, as of the end of each such
quarterly period, and consolidated statements of income and consolidated
statements of cash flow of the Company and its subsidiaries for such period and
for the current fiscal year to date, prepared in accordance with generally
accepted accounting principles (other than for accompanying notes), all in
reasonable detail.

               (b)  As soon as practicable after the end of each fiscal month,
and in any event within thirty (30) days thereafter, an unaudited consolidated
balance sheet of the Company as at the end of such month, and unaudited
consolidated statements of income and unaudited consolidated statements of cash
flow for such month and for the current fiscal year to date.  Such financial
statements shall be prepared in accordance with generally accepted accounting
principles consistently applied (other than accompanying notes), all in
reasonable detail.

               (c)  Within 30 days at the end of each fiscal year, an annual
budget, operating or similar plan for the upcoming fiscal year (the "PLAN").

               (d)  Any material amendments or changes to such Plan promptly
following any such amendments or changes, and in any event within 30 days of the
date thereof.

          7.3  TRANSFER OF INFORMATION RIGHTS.  The information rights set forth
in Sections 7.1 and 7.2 may be transferred in any nonpublic transfer of Shares
(or Shares of Common Stock issued upon conversion of the Shares), provided that
the Company is given written notice of such transfer, and provided further that
the right to receive the information set forth in Section 7.2 may only be
transferred to a holder of, or affiliated holders who in the aggregate hold, at
least 500,000 Shares (or an equivalent number of Shares consisting of the Shares
or Common Stock issued upon conversion of the Shares, as appropriately adjusted
for stock splits and the like). In the event that the Company reasonably
determines that provision of information to a transferee pursuant to this
Section 7.3 would materially adversely impact its proprietary position, such
information may be edited in the manner necessary to avoid such impact.

          7.4  TERMINATION OF COVENANTS.  The covenants set forth in this
Section 7 shall terminate on and be of no further force or effect upon the
earlier of (i) the consummation of the Company's sale of its Common Stock in an
underwritten public offering pursuant to an effective registration statement
filed under the Securities Act, immediately subsequent to which the Company
shall be obligated to file annual and quarterly reports with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of

1934 (the "EXCHANGE ACT") or (ii) the registration by the Company of a class of
its equity securities under Section 12(b) or 12(g) of the Exchange Act.

     8.   MISCELLANEOUS.

          8.1  GOVERNING LAW.  This Agreement shall be governed in all respects
by the laws of the State of California.

          8.2  SURVIVAL.  The representations, warranties, covenants and
agreements made in this Agreement shall survive any investigation made by the
Purchaser and the closing of the transactions contemplated hereby.

          8.3  SUCCESSORS AND ASSIGNS.  Except as otherwise provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors and administrators of
the parties to this Agreement; provided, however, that the right of the
Purchaser to purchase the Shares shall not be assignable without the prior
written consent of the Company.

          8.4  ENTIRE AGREEMENT, AMENDMENT.  This Agreement, the Master
Agreement and the other documents delivered pursuant to this Agreement at the
Closing constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and thereof, and supersede all prior
agreements, and no party shall be liable or bound to any other party in any
manner by any warranties, representations or covenants except as specifically
set forth herein or therein.  Except as expressly provided in this Agreement,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided, however, that holders of at least a majority of the Shares (or shares
of Common Stock issued upon conversion of the Shares) may, with the written
consent of the Company, waive, modify or amend on behalf of all holders, any
provisions hereof benefiting such holders, so long as the effect thereof will be
that all such holders will be treated equally.

          8.5  NOTICES.  All notices or other communications which shall or may
be given pursuant to this Agreement shall be in writing, shall be effective upon
receipt, and shall be delivered by Federal Express or a similar courier,
personal delivery, certified or registered mail, or by facsimile transmission
(with confirmation of transmission receipt), addressed as follows (or as is
provided in the future by written notice as provided herein):

If to Company:                     Internetworking Solutions
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

If to Purchaser:                   Retix
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

          8.6  DELAYS OR OMISSIONS.  Except as expressly provided in this
Agreement, no delay or omission to exercise any right, power or remedy accruing
to any holder of any Shares, upon any breach or default of the Company under
this Agreement, shall impair any such right, power or remedy of such holder nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring.  Any
waiver, permit, consent or approval of any kind or character on the part of any
holder of any breach or default under this Agreement, or any waiver on the part
of any holder of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing.  All remedies, either under this Agreement or by law or otherwise
afforded to any holder, shall be cumulative and not alternative.

          8.7  CALIFORNIA CORPORATE SECURITIES LAW.  THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE.  THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.

          8.8  EXPENSES.  The Company and the Purchaser shall each bear its own
expenses incurred on its behalf with respect to this Agreement and the
transactions contemplated hereby.

          8.9  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

          8.10 SEVERABILITY.  In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.

          8.11 TITLES AND SUBTITLES.  The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.

     The foregoing agreement is hereby executed as of the date first above
written.

"COMPANY"                          "PURCHASER"

INTERNETWORKING SOLUTIONS,         RETIX,
a California corporation           a California corporation

By:                                By:
   -----------------------            ------------------------

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

                                    EXHIBIT F

                                LIST OF PRODUCTS

                           INTERNATIONAL PRODUCT LIST

                         Effective Date:   APRIL 2, 1996

PRODUCT CODES AND PRICING  -  ROUTERXCHANGE 7000 FAMILY

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

               ROUTERXCHANGE 7000 CENTRAL SITE ROUTERS

NOTE:  FOR 110VAC MODELS, USE -1 IN THE PRODUCT ID INSTEAD OF -2
RX7500-2       Multiprotocol router chassis with
               five module slots.  Base unit comprises      $2,500  30 days
               chassis, enclosure and power supply
               (230V) only.
RX7550-2       Multiprotocol router chassis with five       $5,000  30 days
               module slots and support for redundant
               power supply.  Base unit comprises
               chassis, enclosure and one power supply
               (230V) only.

               ROUTERXCHANGE 7000 REGIONAL SITE ROUTERS
RX7240-2       Multiprotocol router with 2  I/O card slots.
               Single processor system, includes chassis,
               enclosure, power supply (230V), processor
               board with 4 MB of memory, and software
               pre-installed.                               $1,745  30 days
RX7260-2       Multiprotocol router with 3  I/O card
               slots.  Single processor system, includes
               chassis, enclosure, power supply (230V),
               processor board with 8 MB of memory, and
               software pre-installed.                      $4,995  30 days

               ROUTERXCHANGE 7000 REMOTE SITE ROUTERS
RX7221         Two port high performance multiprotocol
               router.  Includes AUI port for connection
               to Ethernet LAN, and one WAN interface.
               Appropriate 'intelligent' WAN cable must
               be specified (see below).                    $2,375  30 days
RX7222         Three port high performance multiprotocol
               router.  Includes AUI port for connection
               to Ethernet LAN, and two WAN interfaces.
               Appropriate 'intelligent' WAN cables must
               be specified (see below).                    $2,675  30 days

RX7102-2       Two port IP/IPX router (230V).  Includes
               AUI port for connection to Ethernet LAN,
               and choice of one WAN interface module.      $2,250  30 days
RX7103-2       Three port IP/IPX router (230V).  Includes
               AUI port for connection to Ethernet LAN,
               and choice of two WAN interface modules.     $2,875  30 days

                                      -85-

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

               OPTIONS FOR MODELS 7500, 7550 ONLY
PROC.
MODULES:
RMP7705/2-8    High performance Routing Management
               Processor module with i960CF processor,
               8 MB of DRAM, and software pre-installed.    $5,325  30 days
FP7710/2-8     High performance Forwarding Processor
               module with i960CF processor and 8 MB
               of DRAM.                                     $4,075  30 days

I/O MODULE:
FDDI7715       FDDI multi-mode DAS and SAS interface
               (requires full chassis module slot).
               Does not require separate FP module.        $12,500  30 days

               OPTION FOR MODEL 7550 ONLY
PRX50-2        Redundant load-sharing power supply
               (230V).                                      $2,500  30 days

                                      -86-

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

               OPTIONS FOR MODELS 7500, 7550, 7240, 7260
I/O CARDS:
10B5-1         Ethernet interface with AUI connector
               (single slot).                                 $750  30 days
10B2-1         10BASE2 Ethernet interface (single slot).      $750  30 days
10BT-1         10BASE-T Ethernet interface (single slot).     $750  30 days
10BT-12        10BASE-T 12-port Ethernet hub (single slot). $1,495  30 days
TR-1           Token Ring interface (single slot).          $2,500  30 days
V35-1          V.35 WAN interface (single slot).            $1,250  30 days
X21-1          X.21 WAN interface (single slot).            $1,250  30 days
449-1          RS-449 WAN interface (single slot).          $1,250  30 days
RS232-1        RS-232 WAN interface (single slot).          $1,250  30 days
G703-1         G.703 WAN interface (single slot).           $1,875  30 days
DUWAN-1        Dual Port WAN interface (single slot).
               Requires Ver. 3.2 software or later for
               7500, 7550; or Ver. 2.3 or later for
               7240, 7260.  Appropriate Dual Port WAN
               cable must be specified (see below).         $1,875  30 days
ATM-1          ATM TAXI interface (2 card slots).
               Requires Ver. 3.0 software or later for
               7500, 7550; or Ver. 2.3 or later for 7260.
               (Not supported by 7240)                     $12,500  30 days
MANUALS:
RX7500M        Two volume User Guide, including binders
               (covers V2.x and V3.x).                        $185  30 days
ACCESSORIES:
SBP-1          Blanking plate for empty interface card
               slot.                                           $15  30 days
FBP-1          Blanking plate for empty chassis module
               slot (7500, 7550).                              $50  30 days
10BT-12AK      Network Adapter kit for 10BT-12 hub.           $375  30 days
CA-7001        Cable, RS-232 DTE to DCE, 2 meters             $125  30 days
CA-7002        Cable, X.21 DTE to DCE, 2 meters               $125  30 days
CA-7003        Cable, V.35 DTE to DCE, 2 meters               $250  30 days
CA-7004        Cable, RS-449 DTE to DCE, 2 meters             $175  30 days
CA-RS232       Cable, Dual Port WAN to RS-232 male            $325  30 days
CA-X21         Cable, Dual Port WAN to X.21 male              $325  30 days
CA-V35M        Cable, Dual Port WAN to V.35 male              $325  30 days
CA-V35F        Cable, Dual Port WAN to V.35 female            $325  30 days
CA-RS449       Cable, Dual Port WAN to RS-449 male            $325  30 days
RM7200         Rackmount kit (RX7240 and RX7260 only).        $185  30 days
RM7500         Rackmount kit (RX7500 only).                   $185  30 days
RM7550         Rackmount kit (RX7550 only).                   $185  30 days
RX7000-Binder  Empty set of binders for User Guide.            $60  30 days

                                      -87-

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.
               UPGRADES FOR MODELS 7500, 7550, 7250
NOTE: SEE UPGRADE SECTION UNDER ORDERING INFORMATION FOR DETAILS OF THE VARIOUS
MODULES.  PRICING SHOWN IS FOR ADVANCE SHIPMENT OF NEW MODULE IN EXCHANGE FOR
OLD MODULE.  IF OLD MODULE IS NOT RETURNED TO RETIX WITHIN 30 DAYS, CUSTOMER
WILL BE BILLED FULL PRICE OF NEW MODULE
RMP7705/2-8UG  Upgrade from original RMP or RMP/1-8
               (excluding 7250).                            $3,450  30 days
FP7710/2-8UG   Upgrade from original FP or FP/1-8.          $2,825  30 days
RX7000 MEM-8UG 8 MB SIMM upgrade kit for RMP/2 or FP/2
               modules.  RMP/2  memory may be expanded
               from 2 MB to 10 MB, or from 8 MB to 16 MB.
               FP/2 memory may be expanded from 2 MB
               to 8 MB.                                     $1,875  30 days

SOFTWARE:
RX7500V3(01)   Version 3.x software upgrade kit with
               single unit license.  Includes one complete
               set of pages of the User Guide (without
               binders).                                      $250  30 days
RX7500V3(05)   Version 3.x software upgrade kit with
               five unit license.  Includes one complete
               set of pages of the User Guide (without
               binders).                                    $1,250  30 days
RX7500V3(10)   Version 3.x software upgrade kit with ten
               unit license.  Includes one complete set
               of pages of the User Guide (without
               binders).                                    $2,500  30 days

                                      -88-

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

               UPGRADES FOR MODELS 7240, 7260
SOFTWARE (SPECIFY nn = 40 OR 60):
RX72nnV2(01)   Version 2.x software upgrade kit with
               single unit license.  Includes one
               complete set of pages of the User Guide
               (without binders).                             $250  30 days
RX72nnV2(05)   Version 2.x software upgrade kit with
               five unit license.  Includes one complete
               set of pages of the User Guide
               (without binders).                           $1,250  30 days
RX72nnV2(10)   Version 2.x software upgrade kit with ten
               unit license.  Includes one complete set
               of pages of the User Guide (without
               binders).                                    $2,500  30 days

               OPTIONS FOR MODELS 7221, 7222
ACCESSORIES:
CA-7220-RS232  Intelligent cable, RS-232                      $250  30 days

CA-7220-X21    Intelligent cable, X.21                        $250  30 days
CA-7220-V35    Intelligent cable, V.35                        $250  30 days
CA-7220-RS449  Intelligent cable, RS-449                      $250  30 days

RM7220         Rack mount kit.                                $112  30 days

               UPGRADES FOR MODELS 7221, 7222
RX7220MEM-4UG  4 MB DRAM SIMM Upgrade Kit                   $1,000  30 days

               OPTIONS FOR MODELS 7102, 7103
NOTE: REQUIRED CHOICE OF WAN INTERFACE CARD(S) MUST BE SPECIFIED FROM FOLLOWING
LIST, WHEN ORDERING
NEW MODEL 7102 OR 7103:I/O CARDS:
7101/IN        RS-232 WAN interface.                           N/C  30 days
7102/IN        X.21(barriered) WAN interface.                 $925  30 days
7103/IN        V.35 WAN interface.                             N/C  30 days
7104/IN        RS-449 WAN interface.                           N/C  30 days
7105/IN        X.21 (unbarriered) WAN interface.               N/C  30 days
7135/IN        G.703 WAN interface.                           $925  30 days
7136/IN        T1 (DSU) WAN interface.                        $925  30 days

ACCESSORIES:
CA-7001        Cable, RS-232 DTE to DCE, 2 meters             $125  30 days
CA-7002        Cable, X.21 DTE to DCE, 2 meters               $125  30 days
CA-7003        Cable, V.35 DTE to DCE, 2 meters               $250  30 days
CA-7004        Cable, RS-449 DTE to DCE, 2 meters             $175  30 days

                                      -89-

RM7100         Rack mount kit.                                $185  30 days

               SPARE PARTS FOR MODELS 7102, 7103
I/O CARDS:
7101           RS-232 WAN interface.                        $1,575  30 days
7102           X.21(barriered) WAN interface.               $2,500  30 days
7103           V.35 WAN interface.                          $1,575  30 days
7104           RS-449 WAN interface.                        $1,575  30 days
7105           X.21 (unbarriered) WAN interface.            $1,575  30 days
7135           G.703 WAN interface.                         $2,500  30 days
7136           T1 (DSU) WAN interface.                      $2,500  30 days

               ADDITIONAL MANUALS FOR ROUTERXCHANGE PRODUCTS
RX7500M        Two volume ROUTERXCHANGE 7000 User
               Guide, including binders, for Models
               7500, 7550, 7240 and 7260 routers.             $185  30 days
RX7000M        ROUTERXCHANGE 7000 Quick Start manual,
               for Models 7500, 7550, 7240 and
               7260 routers.                                   $40  30 days
RX7220M        7220 Series User Guide                          $95  30 days
RX7100M        7100 Series User Guide                          $65  30 days

                                      -90-

PRODUCT CODES AND PRICING  - 4000 FAMILY

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.
               4900 SERIES REMOTE BRIDGE/ROUTERS

NOTE:  FOR 110VAC MODELS, USE -1 IN THE PRODUCT ID INSTEAD OF -2
4941/S-2       Ethernet and single WAN port
               multiprotocol router (230V). Includes
               AUI and 10BASE2 connectors for LAN port,
               and choice of one WAN interface module.      $5,450  30 days
4942/S-2       Ethernet and dual WAN port multiprotocol
               router (230V). Includes AUI and 10BASE2
               connectors for LAN port, and choice of
               one WAN interface module.  Second WAN port
               is priced separately.                        $6,195  30 days
4982/S-2       Same as 4942/S-2 with enhanced performance.  $6,900  30 days

               4800 SERIES REMOTE BRIDGES
4810/S-2       Ethernet and single WAN port bridge
               (230V). Includes AUI and 10BASE2 connectors
               for LAN port, and choice of one WAN
               interface module.                            $2,495  30 days  B
4850/S-2       Ethernet and dual WAN port bridge
               (230V). Includes AUI and 10BASE2 connectors
               for LAN port, and choice of one WAN
               interface module.  Second WAN port is
               priced separately.                           $3,295  30 days
4880/S-2       Similar to 4850/S-2, but with higher
               performance.                                 $6,600  30 days

               OPTIONS FOR REMOTE BRIDGES AND BRIDGE/ROUTERS
NOTE: REQUIRED CHOICE OF WAN INTERFACE CARD FOR PORT 1 MUST BE SPECIFIED FROM
FOLLOWING LIST:
I/O CARDS:
4101/IN        RS-232 WAN interface.                           N/C  30 days
4102/IN        X.21(barriered) WAN interface.                 $925  30 days
4103/IN        V.35 WAN interface.                             N/C  30 days
4104/IN        RS-449 WAN interface.                           N/C  30 days
4105/IN        X.21 (unbarriered) WAN interface.               N/C  30 days
4135/IN        G.703 WAN interface.                           $925  30 days
4136/IN        T1 WAN interface (Integral DSU).               $925  30 days

NOTE: OPTIONAL CHOICE OF WAN INTERFACE CARD FOR PORT 2 MAY BE SPECIFIED FROM
FOLLOWING LIST (WHERE APPLICABLE):
4101           RS-232 WAN interface.                        $1,575  30 days
4102           X.21(barriered) WAN interface.               $2,500  30 days
4103           V.35 WAN interface.                          $1,575  30 days
4104           RS-449 WAN interface.                        $1,575  30 days
4105           X.21 (unbarriered) WAN interface.            $1,575  30 days

                                      -91-

4135           G.703 WAN interface.                         $2,500  30 days
4136           T1 WAN interface (Integral DSU).             $2,500  30 days

ACCESSORIES:
CA-232         RS-232 cable for direct back-to-back
               connection between bridges (DTE male to
               DTE male, 2 meters [6.5 ft.])                   $50  30 days
CA-35          V.35 cable for direct back-to-back
               connection between bridges (DTE male to
               DTE male, 2 meters [6.5 ft.])                  $175  30 days
CA-449         RS-449 cable for direct back-to-back
               connection between bridges (DTE male to
               DTE male, 2 meters [6.5 ft.])                   $90  30 days

4100           19" Rackmount kit for all 4800 and 4900
               Series units.                                  $165  30 days

                                      -92-

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.
               LOCAL BRIDGE/ROUTERS
NOTE:  FOR 110VAC MODELS (WHERE APPLICABLE), USE -1 IN THE
PRODUCT ID INSTEAD OF -2
4560           Local Ethernet bridge and IP router
               (with autoranging powersupply).  Includes
               two AUI ports.                               $2,250  30 days
4760/S-2       Similar to 4560, but includes choice of
               interfaces for the 2 LAN ports (230V).
               HAS NO CE CERTIFICATION.                     $3,450  30 days

               LOCAL BRIDGES
2265M/S-2      Local Ethernet bridge (230V). Includes
               AUI and 10BASE2 connectors for both LAN
               ports.  HAS NO CE CERTIFICATION.             $1,000  30 days
4460           Local Ethernet bridge (with autoranging
               power supply).  Includes two AUI ports.      $2,125  30 days
4660/S-2       Similar to 4460, but includes choice of
               interfaces for the 2 LAN ports (230V).  HAS
               NO CE CERTIFICATION.                         $3,125  30 days

               OPTIONS FOR LOCAL BRIDGES AND BRIDGE/ROUTERS
I/O CARDS (4660 AND 4760 ONLY):
4661/IN        10BASE5 Ethernet interface.                     N/C  30 days
4662/IN        10BASE2 Ethernet interface.                     N/C  30 days
4663/IN        10BASE-T Ethernet interface.                    N/C  30 days
4664/IN        FOIRL Ethernet interface.                      $250  30 days

ACCESSORIES:
2201           19" Rackmount kit for 2265M                    $125  30 days
4100           19" Rackmount kit for 4660 and 4760/S          $165  30 days
RM4X60         19" Rackmount kit for 4460 and 4560            $125  30 days

               SPARE PARTS FOR LOCAL BRIDGES AND BRIDGE/ROUTERS

I/O CARDS (4660 AND 4760 ONLY):
4661           10BASE5 Ethernet interface.                    $450  30 days
4662           10BASE2 Ethernet interface.                    $450  30 days
4663           10BASE-T Ethernet interface.                   $450  30 days
4664           FOIRL Ethernet interface.                      $695  30 days

               ADDITIONAL MANUALS FOR 4000 FAMILY PRODUCTS

                                      -93-

R4900M         4900 Series User Guide                          $65  30 days
R4800M         4800 Series User Guide                          $65  30 days
R4760M         Model 4760 User Guide                           $65  30 days
R4660M         Model 4660 User Guide                           $65  30 days
R4560M         Model 4560 User Guide                           $65  30 days
R4460M         Model 4460 User Guide                           $65  30 days
R2265M         Model 2265 Installation Guide                   $65  30 days

                                      -94-

NETWORK MANAGEMENT SOFTWARE  -  PRODUCT CODES AND PRICING

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

RXV-SUN        RETIXVISION for Sun SPARCstation - Provides
               a graphical user interface to perform
               SNMP-based configuration and management
               for many Retix products. The application
               runs in a standalone mode under Sun-OS, or
               it can be invoked through almost any
               third-party SNMP Manager software (e.g.
               SunNet Manager or HP OpenView).              $2,500  30 days

RXV-HP         RETIXVISION for HP workstation - Provides
               a graphical user interface to perform
               SNMP-based configuration and management
               for many Retix products. The application
               acts in a standalone mode under HP-UX, or it
               can be invoked through almost any third-
               party SNMP Manager software (e.g. HP
               OpenView).                                   $2,500  30 days

                                      -95-

PRODUCT CODES AND PRICING - SWITCHSTAK 5000 FAMILY

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

               SWITCHSTAK 5000 ETHERNET SWITCHES
5510           SWITCHSTAK  high performance, stackable
               10-port base unit  -  8 ports with
               10BASE-T connectors, 2 with both 10BASE-T
               and AUI.                                     $3,750  30 days
5512           Same as 5510, but with dual redundant
               power supplies.
$4,750         30 days

               SWITCHSTAK 5000 OPTIONS
VERSION 2.X SOFTWARE IS PRE-REQUISITE FOR ALL THE FOLLOWING I/O MODULE OPTIONS -
SEE SOFTWARE UPGRADES, BELOW.
100BASE-TX     100Mbps Fast Ethernet expansion module
               with RJ-45 connector.                        $1,250  30 days
100BASE-FX-SC  100Mbps Fast Ethernet expansion module
               with a fiber-optic SC duplex-connector.      $1,500  30 days
100BASE-FX-ST  100Mbps Fast Ethernet expansion module
               with fiber-optic ST connectors.              $1,500  30 days
EXP-6          Six-port Ethernet expansion module.          $2,500  30 days
STAK-CC        Copper STAKBUS module.                       $1,250  30 days
STAK-FF        Multimode fiber STAKBUS module (2Km range).  $3,125  30 days
STAK-FC        Multimode fiber/Copper STAKBUS module.       $2,500  30 days
STAK-CF        Copper/Multimode fiber STAKBUS module.       $2,500  30 days
STAK-FF-SM     Single mode fiber STAKBUS module
               (0-19Km range)                               $8,750  30 days
STAK-FC-SM     Single mode fiber/Copper STAKBUS module.     $5,625  30 days
STAK-CF-SM     Copper/Single mode fiber STAKBUS module.     $5,625  30 days
STAK-FF-SMLD   Long distance single mode fiber
               STAKBUS module (12-30Km range)              $10,000  30 days
STAK-FC-SMLD   Long distance single mode fiber/Copper
               STAKBUS module.                              $6,250  30 days
STAK-CF-SMLD   Copper/ Long distance single mode fiber
               STAKBUS module.                              $6,250  30 days
RM5500         Rack mount kit                                  $60  30 days

               SWITCHSTAK 5000 SOFTWARE UPGRADES
5500V2(01)     Version 2.x software upgrade kit with
               single unit license.  Includes one copy of
               the User Guide.                                $125  30 days
5500V2(04)     Version 2.x software upgrade kit with
               four unit license.  Includes one copy
               of the User Guide.                             $500  30 days

               ADDITIONAL MANUAL FOR SWITCHSTAK 5000 FAMILY
1080430-01     SWITCHSTAK 5000  User Guide                     $65  30 days

                                      -96-

PRODUCT CODES AND PRICING - FIBERRING 100 FAMILY

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

               FIBERRING 100 CHASSIS
FR100          FIBERRING 100 Main Chassis with
               processor & monitor modules, and
               four I/O slots:
               -- With 110 or 220VAC power supply.          $4,250  QUOTE
               -- With -48VDC power supply.                 $6,250  QUOTE
FR100EXP       FIBERRING 100 Expansion Chassis
               with twisted pair cable, slave &
               monitor modules, and four I/O slots:
               -- With 110 or 220VAC power supply.          $2,325  QUOTE
               -- With -48VDC power supply.                 $4,350  QUOTE
FRNMS-0000     Network Management pack - REQUIRED.
               Includes software disk, and cable
               (DB-25 to RJ-11) for connection between
               management station and FIBERRING 100 unit.      N/C  QUOTE
HOT STAGE      Factory configuration and test of
               complete system before shipment.               $450  QUOTE
                                                             per
                                                            chassis

               NETWORK MANAGEMENT ACCESSORIES FOR FIBERRING 100  ONLY
0500-0162      PCNMS Multiport Interface for PC, for 3
               to 10 rings.                                 $2,000  QUOTE
0500-0162A     PCNMS Multiport Interface for PS/2, for 3
               to 10 rings.                                 $2,250  QUOTE
URNMS-00xx     Network Management upgrade, including
               software disk and EPROMS  (xx = number of
               FR100 units to be upgraded).                   $625  QUOTE

               EXPANSION INTERFACE FOR FIBERRING 100 ONLY
0500-0152      Expansion Master Module for FR100 Main
               Chassis, supports 2 expansion chassis.         $375  QUOTE

               COMPOSITE MODULES FOR FIBERRING 100 ONLY
0500-0130      CM100 1300nm  Multimode    RLB   8db  ST
               Primary Ring.                                $3,125  QUOTE
0500-0177      CM100 1300nm  Multimode    RLB 12db
               ST Primary Ring.                             $4,190  QUOTE
0500-0165      CM100 1300nm  Singlemode  RLB 17db
               ST Primary Ring.                             $3,950  QUOTE
0500-0166      CM100 1300nm  Singlemode  RLB 20db
               ST Primary Ring.                             $6,050  QUOTE
0500-0130S     CM100 1300nm  Multimode    RLB   8db
               ST Secondary Ring.                           $3,125  QUOTE
0500-0177S     CM100 1300nm  Multimode    RLB 12db
               ST Secondary Ring.                           $4,195  QUOTE

                                      -97-

               Ring.
0500-0165S     CM100 1300nm  Singlemode  RLB 17db
               ST Secondary Ring.                           $3,950  QUOTE
0500-0166S     CM100 1300nm  Singlemode  RLB 20db
               ST Secondary Ring.                           $6,050  QUOTE
0500-0172      CM100 1300nm  Singlemode  RLB 25db
               ST Primary Ring.                             $7,950  QUOTE
0500-0185      CM100 1550nm  Singlemode  RLB 16db
               ST Primary Ring.                             QUOTE   QUOTE
0500-0172S     CM100 1300nm  Singlemode  RLB 25db
               ST Secondary Ring.                           $7,950  QUOTE
0500-0185S     CM100 1550nm  Singlemode  RLB 16db
               ST Secondary Ring.                           QUOTE   QUOTE

               5110 CHASSIS
5110           5110 Chassis with monitor module
               and four I/O slots:
               -- With 110  or 220VAC power supply.         $1,950  QUOTE
               -- With  -48VDC power supply.                $2,950  QUOTE

               COMPOSITE MODULES (28 MBPS) FOR 5110 ONLY
0500-0072      CM28   850 nm  Multimode    RLB 12db
               ST   Primary Ring.                           $2,250  QUOTE
0500-0087      CM28 1300 nm  Multimode    RLB 16db  ST
               Primary Ring.                                $5,200  QUOTE
0500-0086      CM28 1300 nm  Singlemode  RLB 17db  ST
               Primary Ring.                                $5,500  QUOTE
0500-0072S     CM28   850 nm  Multimode    RLB 12db
               ST   Secondary Ring.                         $2,250  QUOTE
0500-0087S     CM28 1300 nm  Multimode    RLB 16db
               ST   Secondary Ring.                         $5,200  QUOTE
0500-0086S     CM28 1300 nm  Singlemode  RLB 17db
               ST   Secondary Ring.                         $5,500  QUOTE

                                      -98-

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

               LAN I/O MODULES FOR FR100 MAIN CHASSIS ONLY
0500-0148      TR 4/16 Mbps Repeater.  2 DB-9S connectors.  $3,125  QUOTE
0500-0179      SEM 1 10BASE-T Port.    1 RJ45 and 1 AUI
               connector and SNMP.                          $4,495  QUOTE
0500-0180      SEM 4 10BASE-T Ports.  4 RJ45 and 1 AUI
               connectors and SNMP.                         $6,250  QUOTE
0500-0195      SEM 4 10BASE-T Ports.  4 RJ45/4 AUI
               connectors and SNMP.                         $6,250  QUOTE
0500-0196      SEM 4 10BASE-T Ports.  3 RJ45/10BASE-FL
               and 1 RJ45/AUI connector combinations
               and SNMP.                                    $7,495  QUOTE
0500-0193      SEM 8 10BASE-T Ports.  8 RJ45 and 1
               AUI connectors and SNMP                      $7,850  QUOTE

               LAN I/O MODULES FOR FR100, 5110
0500-0125      Ethernet Simple Bridge Module.  One
               AUI  and one BNC connector.                  $2,500  QUOTE
0500-0052      ARCNET Two Port Repeater.  Two BNC
               connectors.                                  $2,375  QUOTE

               IBM 3270 I/O MODULES FOR FR100, 5110
0500-0139      3270  Controller End  32 BNC connectors.     $2,325  QUOTE
0500-0046      3270  Terminal End    32 BNC connectors.     $2,325  QUOTE
0500-0050      3270  Terminal End    32 RJ11 connectors.    $2,325  QUOTE
0500-0049      3270  Terminal End      2  50-pin Telco
               connectors.                                  $2,325  QUOTE
0500-0141      3270/3299  Controller End   4 BNC
               connectors.                                  $2,325  QUOTE
0500-0061      3299  Terminal End      4 BNC connectors.    $2,325  QUOTE
0500-0183      3170 Controller End   32 BNC connectors.     $2,325  QUOTE
0500-0184      3170 Terminal End     32 BNC connectors.     $2,325  QUOTE

               IBM AS400/SYSTEM 3X I/O MODULES FOR FR100, 5110
0500-0113      AS400  Controller End  8 Twinax connectors.  $2,325  QUOTE
0500-0167      AS400  Terminal End    8 Twinax connectors.  $2,325  QUOTE

               T1/E1 I/O MODULES FOR FR 100, 5110
0500-0135      E1 -  3 Full Duplex Channels at 2.048
               Mbps.  6  BNC and 1 DB-15 connectors.        $2,450  QUOTE
0500-0145      T1 -  4 Full Duplex Channels at 1.544
               Mbps.   5  DB-15 connectors.                 $2,450  QUOTE

               ASYNCHRONOUS I/O MODULES FR 100, 5110
0500-0013      RS-232  16 Channels. 16 DB-25s.  Autobaud
               to 19.2 Kbps/channel.                        $1,075  QUOTE

                                      -99-

0500-0010      RS-232  36 Channels. 36 RJ-11s.   Autobaud
               to 19.2 Kbps/channel.                        $1,075  QUOTE
0500-0149      RS-232  72 Channels.  6  50-pin Telcos.
               Autobaud to 19.2 Kbps/ch.                    $1,750  QUOTE
0500-0082      RS-422  16 Channels. 16 DB-25s.
               Autobaud to 19.2 Kbps/channel.               $2,000  QUOTE

               SYNCHRONOUS I/O MODULES FOR FR 100, 5110
0500-0019      V.35        8 Channels up to 64 Kbps.  8
               MRAC 34-pin connectors.                      $2,625  QUOTE
0500-0045      V.35        4 Channels  -  any mix of
               1.544 Mbps and 722 Kbps.
               4 MRAC 34-pin connectors.                    $3,050  QUOTE
0500-0163      RS-232  16 Channels at 19.2 Kbps, or
               8 channels at 38.4 Kbps. 16 DB-25
               connectors.                                  $2,450  QUOTE
0500-0021      RS-422   8 Channels up to 64 Kbps.
               8  DC-37 connectors.                         $1,875  QUOTE
0500-0164A     RS-422   3 Channels at 1.024 or 2.048
               Mbps.  3  DC-37 connectors.                  $4,375  QUOTE
0500-0164E     RS-422   4 Channels at 512, 256 or 128
               Kbps. 4 DC-37 connectors.                    $4,375  QUOTE
0500-0094      V.35        4 Channels at 1.344 Mbps,
               D4 framing. 4 MRAC 34-pin connectors.        $3,350  QUOTE
0500-0164B     RS-422   4 Channels  -  any mix of 1.544
               Mbps and 722 Kbps. 4 DC-37 connectors.       $4,375  QUOTE
0500-0164C     RS-422   4 Channels  -  any mix of 1.536
               Mbps and 768 Kbps. 4 DC-37 connectors.       $4,375  QUOTE
0500-0164D     RS-422   4 Channels at 768, 384, or 192
               Kbps. 4 DC-37 connectors.                    $4,375  QUOTE

                                      -100-

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.
               MISCELLANEOUS PARTS FOR FR100, 5110
0000-2901      I/O blank metal panel for covering
               empty I/O slots.                                $30  QUOTE
0000-2902      CM100 blank metal panel for covering
               empty composite slots.                          $25  QUOTE
0500-0PS00     110VAC power supply.                           $625  QUOTE
0500-0PS22     220VAC power supply.                           $625  QUOTE
0500-0PS48     -48VDC  power supply.                        $1,625  QUOTE
1403-0000      19/23"  Telco rackmount bracket.                $95  QUOTE
1405-0000      19" rackmount bracket for front flush.          $95  QUOTE
1411-0000      23" rackmount bracket for front flush.          $95  QUOTE
1412-0000      19" rackmount bracket for back flush with
               I/Os toward front.                              $95  QUOTE
8000-6916      Loopback plug, DB25, loops RS-232 Sync
               or Async channel.                               $55  QUOTE
8000-6917      Loopback plug, RJ-11, loops RS-232 Sync
               or Async channel.                               $55  QUOTE
0500-0101      Monitor Module.                                $450  QUOTE
0500-0131      Processor Module (FR100 Main Chassis only).. $1,195  QUOTE
0500-0153      Expansion Slave (FR100EXP only).               $625  QUOTE
Dual PC        Two power cord option for redundant
               power supplies.                                $625  QUOTE

               UPGRADES FOR 5110 ONLY
FU100-0128     Upgrades a 5110 with a Monitor module to
               an FR100 Expansion Chassis; includes
               expansion slave module and a twisted
               pair cable.                                  $1,000  QUOTE
FU100-0129     Upgrades a 5110 to FR100 Expansion
               Chassis; includes expansion slave module,
               monitor module and a twisted pair cable.     $1,625  QUOTE

               ADDITIONAL MANUALS FOR FIBERRING PRODUCTS
1087456-01     FR100 User Guide                                $65  QUOTE

                                      -101-

PRODUCT CODES AND PRICING - 3400 FAMILY

PRODUCT ID     DESCRIPTION                                  PRICE   AVAIL.  CAT.

               STAND-ALONE MODELS
3410-0048-
ST-1           1300nm Multimode    4 or 16 Mbps
               RLB 12db.                                    $3,100  30 days
3410S-0000
- -ST-1          850nm  Multimode   4 or 16 Mbps
               RLB 15db.                                    $1,550  30 days

               RACKMOUNT MODELS
3410-0053-ST   1300nm Multimode    4 or 16 Mbps
               RLB 12db.                                    $2,995  30 days
3410S-0040-ST  850nm Multimode    4 or 16 Mbps  RLB 15db.   $1,450  30 days

               ACCESSORIES
2800-0056      19" rackmount chassis with redundant
               power supply.
               Holds 8 cards.                               $1,875  QUOTE
2800-0042      19" rackmount chassis with single
               power supply.  Holds 8 cards.                $1,250  QUOTE
2800-0061      19" rackmount chassis with no
               power supply.   Holds 8 cards.                 $750  QUOTE
2800-0060      Upgrade Kit from single to redundant
               power supply.                                  $750  QUOTE
1308-0000      Replacement power supply for 2800-00XX
               Series Token Ring Extender
               rackmount chassis                              $600  QUOTE
1301-0000      Wall-mount power supply for Stand-Alone
               models.                                         $75  30 days

                                      -102-

PRODUCT CODES AND PRICING - BASIC SUPPORT PROGRAMS

PRODUCT ID     DESCRIPTION                                PRICE/YR  AVAIL.  CAT.
               ROUTERXCHANGE 7000 FAMILY
RX71XX         RX7102, RX7103                                 $400  IMMED   C
RX722X         RX7221, RX7222                                 $400  IMMED   C
RX7240                                                        $400  IMMED   C
RX7260                                                        $400  IMMED   C
RX7250                                                        $700  IMMED   C
RX75XX         RX7500, RX7550                                 $700  IMMED   C

               4000 FAMILY
2265           Local Bridge                                   $300  IMMED   C
3660           Token Ring Bridge                              $300  IMMED   C
3880           Token Ring Bridge                              $300  IMMED   C
4560, 4760     Local Bridge/Routers                           $300  IMMED   C
4460, 4660     Local Bridges                                  $300  IMMED   C
48XX           4810, 4820, 4850, 4880                         $300  IMMED   C
49XX           4941, 4942, 4982                               $300  IMMED   C

               NETWORK MANAGEMENT SOFTWARE
7050           Network Management Pack for SunNet Manager     $500  IMMED   C
7100           RETIXVision                                    $500  IMMED   C

               SWITCHSTAK 5000
52XX           5210, 5212                                     $200  IMMED   C
54XX           5410, 5412, 5430                               $200  IMMED   C
55XX           5510, 5512                                     $200  IMMED   C

               FIBERRING FAMILY
FR100          FR100, FR100EXP                                $300  IMMED   C
51XX           5100, 5110                                     $300  IMMED   C

               3400 FAMILY
3410           All models                                     $300  IMMED   C

                                      -103-

PRODUCT CODES AND PRICING - COMPREHENSIVE SUPPORT PROGRAMS

PRODUCT ID     DESCRIPTION                                PRICE/YR  AVAIL.  CAT.

               ROUTERXCHANGE 7000 FAMILY
RX7500         Includes Chassis and RMP - FPs and
               interfaces priced separately                   $320  IMMED   C
RX7550         Includes Chassis and RMP - FPs and
               interfaces priced separately                   $320  IMMED   C
RX7250         Includes Chassis, RMP, FP - interfaces
               priced separately                              $450  IMMED   C
RX7260         Includes Chassis and processors -
               interfaces priced separately                   $450  IMMED   C
RX7240         Includes Chassis and processors -
               interfaces priced separately                   $450  IMMED   C
RX7221         All inclusive                                  $450  IMMED   C
RX7222         All inclusive                                  $450  IMMED   C
RX7102         All inclusive                                  $450  IMMED   C
RX7103         All inclusive                                  $450  IMMED   C

               INTERFACES FOR MODEL 7500, 7550, 7250, 7260, 7240
FP             Fowarding Processor                            $245  IMMED   C
FDDI           FDDI multimode                                 $750  IMMED   C
10B2           Ethernet                                        $45  IMMED   C
10B5           Ethernet                                        $45  IMMED   C
10BT-1         Ethernet                                        $45  IMMED   C
10BT-12        12 port Ethernet hub                            $90  IMMED   C
TR             Token Ring                                     $116  IMMED   C
V35            V.35 WAN                                        $75  IMMED   C
X21            X.21 WAN                                        $75  IMMED   C
449            RS-449 WAN                                      $75  IMMED   C
RS232          RS-232 WAN                                      $75  IMMED   C
G703           G.703 WAN                                      $113  IMMED   C
ATM            ATM TAXI                                       $750  IMMED   C
PRX50          Power Supply                                   $150  IMMED   C
DUWAN          Dual-port WAN                                  $113  IMMED   C

               4000 FAMILY
49XX           All inclusive                                  $450  IMMED   C
48XX           All inclusive                                  $375  IMMED   C
4560, 4760     All inclusive                                  $375  IMMED   C
2265, 4460,
4660           All inclusive                                  $375  IMMED   C
3660, 3880     All inclusive                                  $450  IMMED   C

                                      -104-

PRODUCT ID     DESCRIPTION                                PRICE/YR  AVAIL.  CAT.

               SWITCHSTAK 5000 (5200, 5400)
5210           Standalone                                     $400  IMMED   C
5212           Standalone - Redundant                         $400  IMMED   C
5410           Stackable - Stakbus priced separately          $400  IMMED   C
5412           Stackable - Redundant - Stakbus
               priced separately                              $400  IMMED   C
SB-CC          Stakbus - Copper to Copper                     $112  IMMED   C
SB-FF          Stakbus - Fiber to Fiber                       $217  IMMED   C
SB-FC          Stakbus - Fiber to Copper                      $172  IMMED   C
SB-CF          Stakbus - Copper to Fiber                      $172  IMMED   C

               SWITCHSTAK 5000 (5500)
5510           Stackable - Stakbus and other modules
               priced separately                              $400  IMMED   C
5512           Stackable - Redundant - Stakbus and
               other modules priced separately                $400  IMMED   C
100BASE-TX     100 Mbps Fast Ethernet module (RJ-45)          $100  IMMED   C
100BASE-FX-SC  100 Mbps Fast Ethernet module
               (fiber-optic SC)                               $100  IMMED   C
100BASE-FX-ST  100 Mbps Fast Ethernet module
               (fiber-optic ST)                               $100  IMMED   C
EXP-6          Six-port Ethernet expansion module             $200  IMMED   C
STAK-CC        Stakbus - Copper                               $100  IMMED   C
STAK-FF        Stakbus - Multimode fiber                      $200  IMMED   C
STAK-FC        Stakbus - Multimode fiber/Copper               $150  IMMED   C
STAK-CF        Stakbus - Copper/Multimode fiber               $150  IMMED   C
STAK-FF-SM     Stakbus - Single mode fiber                    $525  IMMED   C
STAK-FC-SM     Stakbus - Single mode fiber/Copper             $350  IMMED   C
STAK-CF-SM     Stakbus - Copper/Single mode fiber             $350  IMMED   C
STAK-FF-SMLD   Stakbus - Long distance single mode fiber      $600  IMMED   C
STAK-FC-SMLD   Stakbus - Long distance single mode
               fiber/Copper                                   $400  IMMED   C
STAK-CF-SMLD   Stakbus - Copper/ Long distance single
               mode fiber                                     $400  IMMED   C

               FIBERRING 100, 5100, 5110, 3410 PRODUCTS
All products                                              QUOTE     QUOTE   C

                                      -105-

COURSES AND PRICING

All training courses are in reseller discount category  C.

COURSE         DESCRIPTION                                PRICE     DURATION
               100 LEVEL COURSES - TECHNOLOGY
 101           Introduction to Internetworking with
               the Retix ROUTERXCHANGE 7000:
               Basics of Routing Technology               $2,250.00 5 days
 102           Internetworking with the Retix
               ROUTERXCHANGE 7000 for Resellers           $1,350.00 3 days
 103           Installation, Configuration and
               Operation of Retix 4000 Series Bridge
               /Routers                                     $900.00 2 days
 104           Installation, Configuation and Operation
               of the Network Management System with
               RETIXVISION                                  $525.00 1 day
 105           QuickStart for the Retix ROUTERXCHANGE
               7000                                         $525.00 1 day

 106           QuickStart for the Retix SWITCHHSTAK
               5000                                         $900.00 2 days

 107           Introduction to the Retix FIBERRING          $900.00 2 days

               200 LEVEL COURSES - TECHNOLOGY
  200          Introduction to Ethernet and Token
               Ring with the Retix ROUTERXCHANGE 7000       $525.00 1/2 day each
 201           Local Area Network protocols with
               Retix ROUTERXCHANGE 7000  (TCP/IP,
               IPX, and DECnet)                             $900.00 2 days
 202           Wide Area Network protocols with Retix
               ROUTERXCHANGE 7000  (LAPB, X.25, RFC877,
               PPP, Frame Relay, ISDN)                      $900.00 2 days
 203           Fiber Distributed Data Interface (FDDI)
               with Retix ROUTERXCHANGE 7000                $900.00 2 days
 204           Open Shortest Path First (OSPF) with
               Retix ROUTERXCHANGE 7000                     $900.00 2 days

               300 LEVEL COURSES - ADVANCED
 300           Network Troubleshooting with the Retix
               ROUTERXCHANGE 7000 (and RCNE exam on a
               third full day)                              $900.00 2 days
 301           Troubleshooting the Retix ROUTERXCHANGE
               7000 for Resellers                           $525.00 1 day
 308           Network Design using the Retix
               ROUTERXCHANGE 7000                           $525.00 1 day

                                      -106-

                                    EXHIBIT G

                           RETIX DISCLOSURE STATEMENT

     This Disclosure Statement is made and given pursuant to Section 3 of the
Master Agreement (the "AGREEMENT") by and between Retix and Internetworking
Solutions.  The Section numbers in this Disclosure Statement correspond to the
Section numbers in the Agreement; however, any information disclosed herein
under any Section number shall be deemed to be disclosed and incorporated into
any other Section number under the Agreement where such disclosure would be
appropriate.  Any terms used in this Disclosure Statement shall have the
meanings defined for them in the Agreement unless otherwise defined herein.

     SECTION 3.11 - BINDING AGREEMENTS

     Third party consents to the transactions contemplated by the Master
Agreement are required from certain vendors, distributors, resellers and other
contractors as indicated on lists provided or made available to Internetworking
Solutions.

                                      -107-

                                    EXHIBIT H

                                RIGHTS AGREEMENT

     This Rights Agreement (the "AGREEMENT") is entered into as of May 31, 1996,
by and among Internetworking Solutions, a California corporation (the "COMPANY")
and Retix, a California corporation, which is purchasing shares of Preferred
Stock of the Company pursuant to the Preferred Stock Purchase Agreement of even
date herewith (the "PURCHASE AGREEMENT").

     In consideration of the mutual promises and covenants hereinafter set
forth, the parties agree as follows:

     1.   RESTRICTIONS ON TRANSFERABILITY; REGISTRATION RIGHTS.

          1.1  CERTAIN DEFINITIONS.  As used in this Agreement, the following
terms shall have the following respective meanings:

               "REGISTRABLE SECURITIES" means (i) the Common Stock issuable upon
conversion of the Preferred Shares (the "CONVERSION SHARES") and (ii) any Common
Stock issued or issuable in respect of the Preferred Shares or Conversion Shares
or other securities issued or issuable with respect to the Preferred Shares or
Conversion Shares upon any stock split, stock dividend, recapitalization or
similar event or any Common Stock otherwise issued or issuable with respect to
the Preferred Shares or Conversion Shares; PROVIDED, HOWEVER, that shares of
Common Stock or other securities shall only be treated as Registrable Securities
(1) if and so long as they have not been (A) sold to or through a broker or
dealer or underwriter in a public distribution or a public securities
transaction, or (B) sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act under Section 4(1)
thereof so that all transfer restrictions and restrictive legends with respect
thereto are removed upon the consummation of such sale, or (2) if with respect
to any Holder all shares of the Company's capital stock then held by Holder may
not be sold in any single three month period without registration pursuant to
Rule 144 promulgated under the Securities Act.

               "HOLDER" shall mean any person holding Registrable Securities and
any person holding Registrable Securities to whom the rights under this
Agreement have been transferred in accordance with Section 1.14 hereof.

               "PREFERRED SHARES" shall mean an aggregate of 16,000,000 shares
of Preferred Stock issued pursuant to a Preferred Stock Purchase Agreement dated
of even date herewith between the Company and Retix.

               The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

                                      -108-

               "REGISTRATION EXPENSES" shall mean all expenses incurred by the
Company in complying with Sections 1.5, 1.6 and 1.7 of this Agreement,
including, without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the
Company).

               "RESTRICTED SECURITIES" shall mean the securities of the Company
required to bear the legend set forth in Section 1.3 of this Agreement.

               "RETIX" shall mean Retix, a California corporation, and any of
its successors, transferees or assigns.

               "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

               "SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and all fees and disbursements of counsel for the Holders (except as
provided by Section 1.9).

               "INITIATING HOLDERS" shall mean Retix or any transferees of Retix
under Section 1.14 hereof who in the aggregate are Holders of not less than
fifty percent (50%) of the Registrable Securities.

          1.2  RESTRICTIONS.  The Preferred Shares and the Conversion Shares
shall not be sold, assigned, transferred or pledged except upon the conditions
specified in this Agreement, which conditions are intended to ensure compliance
with the provisions of the Securities Act.  The Holders will cause any proposed
purchaser, assignee, transferee or pledgee of the Preferred Shares and the
Conversion Shares to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Agreement.

          1.3  RESTRICTIVE LEGEND.  Each certificate representing  (i) the
Preferred Shares, (ii) the Conversion Shares and (iii) any other securities
issued in respect of the securities referenced in clauses (i) and (ii) upon any
stock split, stock dividend, recapitalization, merger, consolidation or similar
event, shall (unless otherwise permitted by the provisions of Section 1.4 below)
be stamped or otherwise imprinted with legends in the following form (in
addition to any legend required under applicable state securities laws):

          "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933.  SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE
          ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION
          OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
          ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER

                                      -109-

          IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
          OF SAID ACT."

          Each Holder consents to the Company making a notation on its records
and giving instructions to any transfer agent of the Restricted Securities in
order to implement the restrictions on transfer established in this Section 1.

          1.4  NOTICE OF PROPOSED TRANSFERS.  The holder of each certificate
representing Restricted Securities, by acceptance thereof, agrees to comply in
all respects with the provisions of this Section 1.  Prior to any proposed sale,
assignment, transfer or pledge of any Restricted Securities, unless there is in
effect a registration statement under the Securities Act covering the proposed
transfer, the holder thereof shall give written notice to the Company of such
holder's intention to effect such transfer, sale, assignment or pledge.  Each
such notice shall describe the manner and circumstances of the proposed
transfer, sale, assignment or pledge in sufficient detail, and shall be
accompanied at such holder's expense by either (i) an unqualified written
opinion of legal counsel who shall, and whose legal opinion shall be, reasonably
satisfactory to the Company, addressed to the Company, to the effect that the
proposed transfer of the Restricted Securities may be effected without
registration under the Securities Act, or (ii) a "no action" letter from the
Commission to the effect that the transfer of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto, whereupon the holder of such
Restricted Securities shall be entitled to transfer such Restricted Securities
in accordance with the terms of the notice delivered by the holder to the
Company.  The Company will not require such a legal opinion or "no action"
letter  (a) in any transaction in compliance with Rule 144, (b) in any
transaction in which a Holder which is a corporation distributes Restricted
Securities after six (6) months after the purchase thereof solely to its
majority-owned subsidiaries or affiliates for no consideration, or (c) in any
transaction in which a Holder which is a partnership distributes Restricted
Securities after six (6) months after the purchase thereof solely to partners
thereof for no consideration, provided that each transferee agrees in writing to
be subject to the terms of this Section 1.4.  Each certificate evidencing the
Restricted Securities transferred as above provided shall bear, except if such
transfer is made pursuant to Rule 144, the appropriate restrictive legend set
forth in Section 1.3 above, except that such certificate shall not bear such
restrictive legend if, in the opinion of counsel for such holder and the
Company, such legend is not required in order to establish compliance with any
provisions of the Securities Act.

          1.5  REQUESTED REGISTRATION.

               (a)  REQUEST FOR REGISTRATION.  In case the Company shall receive
from Initiating Holders a written request that the Company effect any
registration, qualification or compliance with respect to the Registrable
Securities, the anticipated aggregate offering price, net of underwriting
discounts and commissions, of which would exceed $10,000,000 and the offering
price to the public of which would be at least $7.50 per share, the Company
will:

                    (i)  promptly give written notice of the proposed
registration, qualification or compliance to all other Holders; and

                                      -110-

                    (ii) as soon as practicable, use its best efforts to effect
such registration, qualification or compliance (including, without limitation,
the execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act and any other governmental requirements or regulations) as may be so
requested and as would permit or facilitate the sale and distribution of all or
such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within thirty (30) days after receipt of such written notice from
the Company; PROVIDED, HOWEVER, that the Company shall not be obligated to take
any action to effect any such registration, qualification or compliance pursuant
to this Section 1.5:

                         (1)  In any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;

                         (2)  During the period starting with the date sixty
(60) days prior to the Company's estimated date of filing of, and ending on the
date six (6) months immediately following the effective date of, any
registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to become
effective and that the Company's estimate of the date of filing such
registration statement is made in good faith;

                         (3)  After the Company has effected two (2) such
registrations pursuant to this subparagraph 1.5(a) in any 12 month period, such
registration has been declared or ordered effective and the securities offered
pursuant to such registration have been sold; or

                         (4)  If the Company shall furnish to such Holders a
certificate, signed by the President of the Company, stating that in the good
faith judgment of the Board of Directors it would be seriously detrimental to
the Company or its shareholders for a registration statement to be filed in the
near future, then the Company's obligation to use its best efforts to register,
qualify or comply under this Section 1.5 shall be deferred for a single period
not to exceed one hundred-twenty (120) days from the date of receipt of written
request from the Initiating Holders.

     Subject to the foregoing clauses (1) through (5) and this paragraph, the
Company shall file a registration statement covering the Registrable Securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Initiating Holders.  In the event that Holders of
Registrable Securities wish to join in the request of the Initiating Holders
made pursuant to this Section 1.5(a), the provisions of Section 1.6 of this
Agreement shall govern the ability of such Holders to join in such request.

                                      -111-

               (b)  UNDERWRITING.  In the event that a registration pursuant to
Section 1.5 is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as part of the notice given pursuant to
Section 1.5(a)(i).  The right of any Holder to registration pursuant to
Section 1.5 shall be conditioned upon such Holder's participation in the
underwriting arrangements required by this Section 1.5 and the inclusion of such
Holder's Registrable Securities in the underwriting, to the extent requested, to
the extent provided in this Agreement.

     The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by a
majority in interest of the Initiating Holders (which managing underwriter shall
be reasonably acceptable to the Company).  Notwithstanding any other provision
of this Section 1.5, if the managing underwriter advises the Initiating Holders
in writing that marketing factors require a limitation of the number of shares
to be underwritten, then the Company shall so advise all Holders of Registrable
Securities and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated among all
Initiating Holders in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities held by such Initiating Holders at the time of
filing the registration statement; the provisions of Section 1.6 shall govern
the ability of the Holders of Registrable Securities not held by the Initiating
Holders to participate.  No Registrable Securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration.  To facilitate the allocation of shares in
accordance with the above provisions, the Company or the underwriters may round
the number of shares allocated to any Holder to the nearest 100 shares.

     If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the managing underwriter and the Initiating Holders.  The
Registrable Securities and/or other securities so withdrawn shall also be
withdrawn from registration, and such Registrable Securities shall not be
transferred in a public distribution prior to one hundred eighty (180) days
after the effective date of such registration.

          1.6  COMPANY REGISTRATION.

               (a)  NOTICE OF REGISTRATION.  If at any time or from time to
time, the Company shall determine to register any of its securities, either for
its own account or the account of a security holder or holders other than (i) a
registration relating solely to employee benefit plans, or (ii) a registration
relating solely to a Commission Rule 145 transaction, the Company will:

                    (i)  promptly give to each Holder written notice thereof;
                         and

                    (ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved in such registration, all the Registrable Securities specified in a
written request or requests made within thirty (30) days after receipt of such
written notice from the Company by any Holder, but only to the extent

                                      -112-

that such inclusion will not diminish the number of securities included by the
Company or by holders of the Company's securities who have demanded such
registration.

               (b)  UNDERWRITING.  If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.6(a)(i).  In such event, the right of any Holder to
registration pursuant to Section 1.6 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting to the extent provided herein.  All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and the other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company (or by the
holders who have demanded such registration).  Notwithstanding any other
provision of this Section 1.6, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the Registrable Securities to
be included in such registration or exclude them entirely.  The Company shall so
advise all Holders and the other holders distributing their securities through
such underwriting pursuant to piggyback registration rights similar to this
Section 1.6, and the number of shares of Registrable Securities and other
securities that may be included in the registration and underwriting shall be
allocated among all Holders and other holders in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by such
Holders and other securities held by other holders at the time of filing the
registration statement.  To facilitate the allocation of shares in accordance
with the above provisions, the Company or the underwriters may round the number
of shares allocated to any Holder or other holder to the nearest 100 shares.  If
any Holder or other holder disapproves of the terms of any such underwriting, he
or she may elect to withdraw therefrom by written notice to the Company and the
managing underwriter.  Any securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution prior to one hundred eighty (180) days
after the effective date of the registration statement relating thereto.

               (c)  RIGHT TO TERMINATE REGISTRATION.  The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 1.6 prior to the effectiveness of such registration, whether or not any
Holder has elected to include securities in such registration.

          1.7  REGISTRATION ON FORM S-3.

               (a)  If any Holder requests that the Company file a registration
statement on Form S-3 (or any successor form to Form S-3) for a public offering
of shares of the Registrable Securities, the reasonably anticipated aggregate
price to the public of which, net of underwriting discounts and commissions,
would exceed $500,000, and the Company is a registrant entitled to use Form S-3
to register the Registrable Securities for such an offering, the Company shall
use its best efforts to cause such Registrable Securities to be registered for
the offering on such form; PROVIDED, HOWEVER, that the Company shall not be
required to effect more than two registrations pursuant to this Section 1.7 in
any twelve (12) month period.  The Com-

                                      -113-

pany will (i) promptly give written notice of the proposed registration to all
other Holders, and  (ii) as soon as practicable, use its best efforts to effect
such registration (including, without limitation, the execution of an
undertaking to file post-effective amendments, appropriate qualification under
applicable blue sky or other state securities laws and appropriate compliance
with applicable regulations issued under the Securities Act and any other
governmental requirements or regulations) as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any Holder or Holders joining in
such request as are specified in a written request received by the Company
within thirty (30) days after receipt of such written notice from the Company.
The provisions of Section 1.5(b) shall be applicable to each registration
initiated under this Section 1.7.

               (b)  Notwithstanding the foregoing, the Company shall not be
obligated to take any action pursuant to this Section 1.7:  (i) in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act,
(ii) during the period starting with the date sixty (60) days prior to the
filing of, and ending on a date six (6) months following the effective date of,
a registration statement (other than with respect to a registration statement
relating to a Rule 145 transaction, an offering solely to employees or any other
registration which is not appropriate for the registration of Registrable
Securities), provided that the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective, or
(iii) if the Company shall furnish to such Holder a certificate signed by the
president of the Company stating that, in the good faith judgment of the Board
of Directors, it would be seriously detrimental to the Company or its
shareholders for registration statements to be filed in the near future, then
the Company's obligation to use its best efforts to file a registration
statement shall be deferred for a single period not to exceed one hundred twenty
(120) days from the receipt of the request to file such registration by such
Holder or Holders.

          1.8  SHELF REGISTRATION.

               (a)  Retix shall be entitled to demand, at any time, that the
Company secure the effectiveness of a "shelf" registration statement under
Rule 415 under the Securities Act with the SEC, for the sale by Retix of all of
the Registrable Securities held thereby.  Prior to demanding any such
registration, Retix shall first consult with the Company for a period of at
least 30 days otherwise, concerning the need for such registration in light of
Retix's ability to sell freely all of the shares of Common Stock issuable upon
conversion of the Securities in the United States public markets under Rule 144
or otherwise.

               (b)  Following such consultation, whether to demand such
Registration Statement shall be at the sole discretion of Retix, and the Company
shall take all action necessary to comply with such demand.  The Company
represents and warrants that on the date the Registration Statement becomes
effective, the Registration Statement will comply in all material respects with
the applicable requirements of the Securities Act and the rules thereunder; on
the date of its effectiveness the Registration Statement (including any
documents incorporated by

                                      -114-

reference therein) will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading, provided, however, that no
representation is made by the Company with respect to written information
furnished to the Company by or on behalf of the Retix specifically for inclusion
in the Registration Statement; and the final prospectus contained in the
Registration Statement, if not filed pursuant to Rule 424(b), will not, and on
the date of any filing pursuant to Rule 424(b), such final prospectus (together
with any supplement thereto) will not, include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading, provided, however, that no representation is made by the Company
with respect to written information furnished to the Company by or on behalf of
Retix specifically for inclusion in such prospectus.  The Company will promptly:
(A) notify Retix when the Registration Statement is declared effective; and
(B) notify Retix of any stop-order or similar proceeding by the SEC or any state
securities authority.

               (c)  The Company hereby covenants and agrees that (A) no other
holder of the Company's securities (including convertible securities) other than
transferees of Retix is entitled to or shall be hereafter given the right to
participate in any registration under this Section 1.8 whether by the exercise
of a demand or "piggyback" registration right and (B) no other registration
statement covering any other holder's securities shall be declared effective or
maintained in effect during such time as the Registration Statement shall be
effective.

               (d)  The Company shall promptly prepare and file with the SEC
such amendments and supplements to the Registration Statement and the prospectus
used in connection therewith as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered
by such Registration Statement and keep the Registration Statement effective
until all the Registrable Securities have been sold pursuant thereto or until
Retix is able to dispose of its entire remaining ownership interest in the
Registrable Securities in the United States public markets in a single
transaction under Rule 144 without invoking clause (e)(1)(ii) of Rule 144.  The
Company shall provide a transfer agent, registrar and CUSIP number with respect
to all securities registered by such Registration Statement.

               (e)  The Company shall furnish to Retix with respect to the
Registrable Securities registered under the Registration Statement such number
of copies of prospectuses and preliminary prospectuses and supplements in
conformity with the requirements of the Securities Act and such other documents
as Retix may reasonably request, in order to facilitate the public sale or other
disposition of all or any of the Shares by Retix.

               (f)  The Company shall use its best efforts to register or
qualify the Registrable Securities covered by such Registration Statements under
such other securities or blue sky laws of such jurisdictions as Retix shall
reasonably request and do any and all other acts or things which may be
necessary or desirable to enable Retix to consummate the public sale or other
disposition in such jurisdictions, provided that the Company shall not be
required in

                                      -115-

connection therewith or as a condition thereto to qualify to do business or file
a general consent to service of process in any such jurisdictions.

               (g)  In accordance with Section 1.10 below, the Company shall
bear all expenses in connection with the procedures set forth in this Section
1.8 and the registration of the Registrable Securities pursuant to the
Registration Statement, other than broker's commissions or discounts, transfer
taxes, and fees and expenses, if any, of counsel or other advisors to Retix.

          1.9  LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS.  From and after
the date of this Agreement, the Company shall not enter into any agreement
granting any holder or prospective holder of any securities of the Company
registration rights with respect to such securities unless (i) such new
registration rights, including standoff obligations, are on a pari passu basis
with those rights of the Holders under this Agreement, or (ii) such new
registration rights, including standoff obligations, are subordinate to the
registration rights granted Holders under this Agreement.

          1.10 EXPENSES OF REGISTRATION.  All Registration Expenses incurred in
connection with any registration pursuant to Sections 1.5, 1.6 and 1.8 and the
reasonable cost of one special legal counsel to represent all of the Holders
together in any such registration shall be borne by the Company, provided that
the Company shall not be required to pay the Registration Expenses of any
registration proceeding begun pursuant to Section 1.5, the request of which has
been subsequently withdrawn by the Initiating Holders.  In such case, the
Holders of Registrable Securities to have been registered shall bear all such
Registration Expenses pro rata on the basis of the number of shares to have been
registered.  Notwithstanding the foregoing, however, if at the time of the
withdrawal, the Holders have learned of a material adverse change in the
condition, business or prospects of the Company from that known to the Holders
at the time of their request, of which the Company had knowledge at the time of
the request, then the Holders shall not be required to pay any of said
Registration Expenses.  Unless otherwise stated, all other Selling Expenses
relating to securities registered on behalf of the Holders and all Registration
Expenses incurred in connection with any registration pursuant to Section 1.7
shall be borne by the Holders of the registered securities included in such
registration pro rata on the basis of the number of shares so registered.

          1.11 REGISTRATION PROCEDURES.  In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 1,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof.  At its expense the Company will:

               (a)  Prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least one hundred
twenty (120) days or until the distribution described in the registration
statement has been completed; and

               (b)  Furnish to the Holders participating in such registration
and to the underwriters of the securities being registered such reasonable
number of copies of the registra-

                                      -116-

tion statement, preliminary prospectus, final prospectus and such other
documents as such underwriters may reasonably request in order to facilitate the
public offering of such securities.

          1.12 INDEMNIFICATION.

               (a)  The Company will indemnify each Holder, each of its officers
and directors and partners, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Section 1, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or any violation by the Company of any
rule or regulation promulgated under the Securities Act applicable to the
Company in connection with any such registration, qualification or compliance,
and the Company will reimburse each such Holder, each of its officers and
directors, and each person controlling such Holder, each such underwriter and
each person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission, made in reliance
upon and in conformity with written information furnished to the Company by an
instrument duly executed by such Holder, controlling person or underwriter and
stated to be specifically for use therein.  The indemnity provided under this
Section 1.12(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if the Company has defended such matter and
if such settlement is effected without the Company's consent, which consent
shall not be unreasonably withheld.

               (b)  Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers and directors
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
the Company, such Holders, such directors, officers, persons,

                                      -117-

underwriters or control persons for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder and
stated to be specifically for use therein.

               (c)  Each party entitled to indemnification under this
Section 1.12 (the "INDEMNIFIED PARTY") shall give notice to the party required
to provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1 unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action.  No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.

          1.13 INFORMATION BY HOLDER.  The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 1.

          1.14 RULE 144 REPORTING.  With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time permit
the sale of the Restricted Securities to the public without registration, after
such time as a public market exists for the Common Stock of the Company, the
Company agrees to use its best efforts to:

               (a)  Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT");

               (b)  File with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and

               (c)  So long as a Holder owns any Restricted Securities, to
furnish to the Holder forthwith upon request a written statement by the Company
as to its compliance with

                                      -118-

the reporting requirements of said Rule 144 (at any time after ninety (90) days
after the effective date of the first registration statement filed by the
Company for an offering of its securities to the general public), and of the
Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents of the Company and
other information in the possession of or reasonably obtainable by the Company
as a Holder may reasonably request in availing itself of any rule or regulation
of the Commission allowing a Holder to sell any such securities without
registration.

          1.15 TRANSFER OF REGISTRATION RIGHTS.  The rights to cause the Company
to register securities granted Holders under Sections 1.5, 1.6, 1.7 and 1.8 may
be assigned to a transferee or assignee reasonably acceptable to the Company in
connection with any transfer or assignment of Registrable Securities by a Holder
(together with any affiliate); PROVIDED, that (a) such transfer may otherwise be
effected in accordance with applicable securities laws, (b) notice of such
assignment is given to the Company, and (c) such transferee or assignee (i) is a
wholly-owned subsidiary, constituent partner (including limited partners),
shareholder, parent, child or spouse of such Holder or is Holder's estate, or
(ii) acquires from such Holder the lesser of (a) 50,000 or more shares of
Restricted Securities (as appropriately adjusted for stock splits and the like)
or (b) all of the Restricted Securities then owned by such Holder.

          1.16 STANDOFF AGREEMENT.  Each Holder agrees in connection with any
registration of the Company's securities that, upon request of the Company or
the underwriters managing any underwritten offering of the Company's securities,
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any Registrable Securities (other than those included in
the registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days from the effective date of such registration) as may
be requested by the Company or such managing underwriters; PROVIDED, that the
officers and directors of the Company who own stock of the Company also agree to
such restrictions.

          1.17 TERMINATION OF RIGHTS.  The rights of any particular Holder to
cause the Company to register securities under Sections 1.5, 1.6, 1.7 and 1.8
shall terminate with respect to such Holder following a bona fide firm
underwritten public offering of shares of the Company's Common Stock registered
under the Securities Act (provided the aggregate offering price, net of
underwriting discounts and commissions, exceeds ten million dollars
($10,000,000)) at such time as such Holder is able to dispose of all its
Registrable Securities and other shares of capital stock of the Company then
held or then issuable upon exercise of options or warrants in one three-month
period pursuant to the provisions of Rule 144; PROVIDED, that such Holder holds
Registrable Securities and other shares of capital stock of the Company then
held or then issuable upon exercise of options or warrants constituting less
than 1% of the outstanding voting stock of the Company.  The rights to cause the
Company to register securities under Section 1.5, 1.6, 1.7 and 1.8 shall
terminate in any event five (5) years after the closing of the foregoing public
offering.

                                      -119-

     2.   MISCELLANEOUS.

          2.1  ASSIGNMENT.  Except as otherwise provided in this Agreement, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties to this
Agreement.

          2.2  THIRD PARTIES.  Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties to this Agreement, and
their respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

          2.3  GOVERNING LAW.  This Agreement shall be governed by and construed
under the laws of the State of California in the United States of America.

          2.4  COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

          2.5  NOTICES.  All notices or other communications which shall or may
be given pursuant to this Agreement shall be in writing, shall be effective upon
receipt, and shall be delivered by Federal Express or a similar courier,
personal delivery, certified or registered mail, or by facsimile transmission
(with confirmation of transmission receipt), addressed as follows (or as is
provided in the future by written notice as provided herein):

If to the Company:                 Internetworking Solutions
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

If to Retix:                       Retix
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

          2.6  SEVERABILITY.  If one or more provisions of this Agreement are
held to be unenforceable under applicable law, portions of such provisions, or
such provisions in their entirety, to the extent necessary, shall be severed
from this Agreement, and the balance of this Agreement shall be enforceable in
accordance with its terms.

          2.7  AMENDMENT AND WAIVER.  Any provision of this Agreement may be
amended or waived with the written consent of the Company and the Holders of at
least a majority of the outstanding Registrable Securities.  Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
Holder of Registrable Securities and the Company.   In addition, the Company may
waive performance of any obligation owing to it, as to some or all of the
Holders of Registrable Securities, or agree to accept alternatives to such
performance, without obtaining the consent of any Holder of Registrable
Securities.   In the event

                                      -120-

that an underwriting agreement is entered into between the Company and any
Holder, and such underwriting agreement contains terms differing from this
Agreement, as to any such Holder the terms of such underwriting agreement shall
govern.

          2.8  EFFECT OF AMENDMENT OR WAIVER.  The Holders and their successors
and assigns acknowledge that by the operation of Section 2.7 of this Agreement
the holders of a majority of the outstanding Registrable Securities, acting in
conjunction with the Company, will have the right and power to diminish or
eliminate any or all rights or increase any or all obligations pursuant to this
Agreement.

          2.9  RIGHTS OF HOLDERS.  Each Holder of Registrable Securities shall
have the absolute right to exercise or refrain from exercising any right or
rights that such Holder may have by reason of this Agreement, including, without
limitation, the right to consent to the waiver or modification of any obligation
under this Agreement, and such Holder shall not incur any liability to any other
holder of any securities of the Company as a result of exercising or refraining
from exercising any such right or rights.

          2.10 DELAYS OR OMISSIONS.  No delay or omission to exercise any right,
power or remedy accruing to any party to this Agreement, upon any breach or
default of the other party, shall impair any such right, power or remedy of such
non-breaching party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be made in writing and shall be effective
only to the extent specifically set forth in such writing.   All remedies,
either under this Agreement, or by law or otherwise afforded to any holder,
shall be cumulative and not alternative.

                            [SIGNATURE PAGE FOLLOWS]

                                      -121-

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

"COMPANY"

INTERNETWORKING SOLUTIONS

By:
   ---------------------------

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

HOLDERS:

RETIX

By:
   ---------------------------

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

                                      -122-

                                    EXHIBIT I

                               SECURITY AGREEMENT

     This Security Agreement (the "AGREEMENT") is made as May 31, 1996 by and
between Internetworking Solutions, a California corporation (the "DEBTOR") in
favor of Retix, a California corporation (the "SECURED PARTY").

                                    RECITALS

     The Debtor and the Secured Party are parties to a Loan Agreement of even
date with this Agreement (the "LOAN AGREEMENT") pursuant to which the Secured
Party shall be making a Loan (as defined therein) to the Debtor.  The parties
intend that the Debtor's obligations to repay the Loan to the Secured Party be
secured by all of the assets of the Debtor.

     NOW, THEREFORE, in consideration of the Loan to be made by the Secured
Party to the Debtor and for other good and valuable consideration, the Debtor
hereby agrees with the Secured Party as follows:

     1.   DEFINED TERMS.  The following terms shall have the following meanings:

          "CODE" means the Uniform Commercial Code as from time to time in
effect in the State of California.

          "COLLATERAL" means the property described on EXHIBIT A to this
Agreement.

          "EVENT OF DEFAULT" means Debtor's failure to pay or discharge the
Obligations in full in accordance with the terms of the Notes.

          "OBLIGATIONS" means the unpaid principal amount of, and interest on,
the Notes and all other obligations and liabilities of the Debtor to the Secured
Party which may arise under the Notes.

          "NOTES" means the Debtor's promissory notes issued pursuant to the
Loan Agreement.

     2.   GRANT OF SECURITY INTEREST.  To secure the Debtor's prompt, punctual,
and faithful performance of all and each of the Debtor's Obligations to the
Secured Party, the Debtor hereby grants to the Secured Party a continuing
security interest in-and to the Collateral.

     3.   COVENANTS.  The Debtor covenants and agrees with the Secured Party
that, from and after the date of this Agreement until the Obligations are paid
in full:

          (a)  OTHER LIENS.  Except for the security interest granted hereby,
the Debtor is the owner of the Collateral and will be the owner of the
Collateral hereafter acquired free from any adverse lien, security interest or
encumbrance (other than purchase money security interests that will be
discharged upon Debtor's payment of the purchase price for the applicable
property),

                                      -123-

and the Debtor will defend the Collateral against the claims and demands of all
persons at any time claiming the same or any interest therein.  No financing
statements covering any Collateral or any proceeds thereof are on file in any
public office.

          (b)  FURTHER DOCUMENTATION.  At any time and from time to time, upon
the written request of the Secured Party, and at the sole expense of the Debtor,
the Debtor will promptly and duly execute and deliver such further instruments
and documents and take such further action as the Secured Party may reasonably
request for the purpose of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted, including, without
limitation, the filing of any financing or continuation statements under the
Uniform Commercial Code in effect in any jurisdiction with respect to the liens
created hereby.  The Debtor also hereby authorizes the Secured Party to file any
such financing or continuation statement without the signature of the Debtor to
the extent permitted by applicable law.  A reproduction of this Agreement shall
be sufficient as a financing statement for filing in any jurisdiction.

          (c)  INDEMNIFICATION.  The Debtor agrees to pay, and to save the
Secured Party harmless from, any and all liabilities, costs and expenses
(including, without limitation, legal fees and expenses) (i) with respect to, or
resulting from, any delay in paying, any and all excise, sales or other taxes
which may be payable or determined to be payable with respect to any of the
Collateral, (ii) with respect to, or resulting from, any delay in complying with
any law, rule, regulation or order of any governmental authority applicable to
any of the Collateral or (iii) in connection with any of the transactions
contemplated by this Agreement.

          (d)  MAINTENANCE OF RECORDS.  The Debtor will keep and maintain at its
own cost and expense satisfactory and complete records of the Collateral.
          (e)  RIGHT OF INSPECTION.  The Secured Party shall at all times have
full and free access during normal business hours, and upon reasonable prior
notice, to all the books, correspondence and records of the Debtor relating to
the Collateral, and the Secured Party or its representatives may examine the
same, take extracts therefrom and make photocopies thereof, and the Debtor
agrees to render to the Secured Party, at the Debtor's cost and expense, such
clerical and other assistance as may be reasonably requested with regard
thereto.

          (f)  COMPLIANCE WITH LAWS, ETC.  The Debtor will comply in all
material respects with all laws, rules, regulations and orders of any
governmental authority applicable to the Collateral or any part thereof or to
the operation of the Debtor's business; provided, however, that the Debtor may
contest any such law, rule, regulation or order in any reasonable manner which
shall not, in the reasonable opinion of the Secured Party, adversely affect the
Secured Party's rights or the priority of its liens on the Collateral.

          (g)  PAYMENT OF OBLIGATIONS.  The Debtor will pay promptly when due
all taxes, assessments and governmental charges or levies imposed upon the
Collateral or in respect of its income or profits therefrom, as well as all
claims of any kind (including, without limitation, claims for labor, materials
and supplies) against or with respect to the Collateral, except that no such
charge need be paid if (i) the validity thereof is being contested in good faith
by appropriate

                                      -124-

proceedings, (ii) such proceedings do not involve any material danger of the
sale, forfeiture or loss of any of the Collateral or any interest therein and
(iii) such charge is adequately reserved against on the Debtor's books in
accordance with generally accepted accounting principles.

          (h)  LIMITATION ON LIENS ON COLLATERAL.  The Debtor will not create,
incur or permit to exist, will defend the Collateral against, and will take such
other action as is necessary to remove, any lien or claim on or to the
Collateral, other than the security interest granted hereunder and the security
interests described in Section 3(a) above, and will defend the right, title and
interest of the Secured Party in and to any of the Collateral against the claims
and demands of all other persons.

          (i)  LIMITATIONS ON DISPOSITIONS OF COLLATERAL.  The Debtor will not
sell, transfer, lease or otherwise dispose of any of the Collateral, or attempt,
offer or contract to do so, provided however that Debtor will be allowed to
grant licenses to its software products and related documentation in the
ordinary course of business and to establish or provide for source code escrows
in connection therewith, and to dispose of any tangible fixed assets of
individual net book value of less than $5,000.

          (j)  FURTHER IDENTIFICATION OF COLLATERAL.  The Debtor will furnish to
the Secured Party from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral as the Secured Party may reasonably request, all in reasonable
detail.

     4.   SECURED PARTY'S APPOINTMENT AS ATTORNEY-IN-FACT.

          (a)  POWERS.  The Debtor hereby appoints the Secured Party and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of the Debtor and in the name of the Debtor or in its own name, from
time to time in the Secured Party's discretion so long as an Event of Default
has occurred and is continuing, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute any and
all instruments which may be necessary or desirable to accomplish the purposes
of this Agreement, and, without limiting the generality of the foregoing, the
Debtor shall grant the Secured Party the power and right, on behalf of the
Debtor, without notice to or assent by the Debtor, to do the following, so long
as an Event of Default has occurred and is continuing:

           (i) to pay or discharge taxes and liens levied or placed on or 
threatened against the Collateral;

          (ii) to direct any party liable for any payment under any of the
     Collateral to make payment of any and all moneys due or to become due
     thereunder directly to the Secured Party or as the Secured Party shall
     direct;

         (iii) to ask or demand for, collect, receive payment of and
     receipt for, any and all moneys, claims and other amounts due or to
     become due at any time in respect of or arising out of any Collateral;

                                      -125-

               (iv) to commence and prosecute any suits, actions or proceedings
at law or in equity in any court of competent jurisdiction to enforce any right
in respect of any Collateral;

               (v)  to defend any suit, action or proceeding brought against the
Debtor with respect to any Collateral;

               (vi) to settle, compromise or adjust any suit, action or
proceeding described in subsection (v) above and, in connection therewith, to
give such discharges or releases as the Secured Party may deem appropriate;

               (vii)     to assign any patent right included in the Collateral
of Debtor (along with the goodwill of the business to which any such patent
right pertains), throughout the world for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole
discretion determine; and

               (viii)    generally, to sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Secured Party were the absolute owner thereof for
all purposes, and to do, at the Secured Party's option and the Debtor's expense,
at any time, or from time to time, all acts and things which the Secured Party
deems necessary to protect, preserve or realize upon the Collateral and the
Secured Party's liens thereon and to effect the intent of this Agreement, all as
fully and effectively as the Debtor might do.

The Debtor hereby ratifies all that said attorneys shall lawfully do or cause to
be done by virtue hereof.  This power of attorney shall be a power coupled with
an interest and shall be irrevocable.

          (b)  NO DUTY ON SECURED PARTY'S PART.  The powers conferred on the
Secured Party hereunder are solely to protect the Secured Party's interests in
the Collateral and shall not impose any duty upon it to exercise any such
powers.  The Secured Party shall be accountable only for amounts that it
actually receives as a result of the exercise of such powers, and neither it nor
any of its officers, directors, employees or agents shall be responsible to the
Debtor for any act or failure to act hereunder, except for its own willful
misconduct or gross negligence.

     5.   PERFORMANCE BY SECURED PARTY OF DEBTOR'S OBLIGATIONS.  If the Debtor
fails to perform or comply with any of its agreements contained herein and the
Secured Party, as provided for by the terms of this Agreement shall itself
perform or comply, or otherwise cause performance or compliance, with such
agreement, the reasonable expenses of the Secured Party incurred in connection
with such performance or compliance shall be payable by the Debtor to the
Secured Party on demand and shall constitute Obligations secured hereby.

     6.   REMEDIES.  If an Event of Default has occurred and is continuing, the
Secured Party may exercise, in addition to all other rights and remedies granted
to it in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the Code.  Without limiting the generality of the foregoing, the
Secured Party, without demand of performance or other demand, presentment,

                                      -126-

 protest, advertisement or notice of any kind (except any notice required by law
referred to below) to or upon the Debtor or any other person (all and each of
which demands, defenses, advertisements and notices are hereby waived), may in
such circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, at any exchange, broker's
board or office of the Secured Party or elsewhere upon such terms and conditions
as it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk.  The
Secured Party shall have the right upon any such public sale or sales, and, to
the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold, free of any right or equity of
redemption in the Debtor, which right or equity is hereby waived or released.
The Secured Party shall apply the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Secured Party hereunder, including, without limitation,
reasonable attorneys' fees and disbursements, to the payment in whole or in part
of the Obligations, in such order as the Secured Party may elect, and only after
such application and after the payment by the Secured Party of any other amount
required by any provision of law, need the Secured Party account for the
surplus, if any, to the Debtor.  To the extent permitted by applicable law, the
Debtor waives all claims, damages and demands it may acquire against the Secured
Party arising out of the exercise by the Secured Party of any of its rights
hereunder.  If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 5 days before such sale or other disposition.  The Debtor shall
remain liable for any deficiency if the proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Obligations and the
fees and disbursements of any attorneys employed by the Secured Party to collect
such deficiency.

     7.   LIMITATION ON DUTIES REGARDING PRESENTATION OF COLLATERAL.  The
Secured Party's sole duty with respect to the custody, safekeeping and
preservation of the Collateral, under Section 9-207 of the Code or otherwise,
shall be to deal with it in the same manner as the Secured Party deals with
similar property for its own account.  Neither the Secured Party nor any of its
directors, officers, employees or agents shall be liable for failure to demand,
collect or realize upon all or any part of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of the Debtor or otherwise.

     8.   POWERS COUPLED WITH AN INTEREST.  All authorizations and agencies
herein contained with respect the Collateral are irrevocable and powers coupled
with an interest.

     9.   NO WAIVER; CUMULATIVE REMEDIES.  The Secured Party shall not by any
act (except by a written instrument pursuant to Section 10(a) hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default under the Notes or in any breach
of any of the terms and conditions hereof.  No failure to

                                      -127-

exercise, nor any delay in exercising, on the part of the Secured Party, any
right, power or privilege hereunder shall operate as a waiver thereof.  No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  A waiver by the Secured Party of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Secured Party would otherwise have on any future occasion.  The
rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.

     10.  MISCELLANEOUS.

          (a)  WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS.  None of the
terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the Debtor and the
Secured Party, provided that any provision of this Agreement may be waived by
the Secured Party in a written letter or agreement executed by the Secured Party
or by telex or facsimile transmission from the Secured Party.  This Agreement
shall be binding upon the successors and assigns of the Debtor and shall inure
to the benefit of the Secured Party and its successors and assigns.

          (b)  GOVERNING LAW.  The legal relations between the parties shall be
governed by the laws of the State of California, regardless of the choice of law
provisions of California or any other jurisdiction.

          (c)  SEVERABILITY.  In the event any provision of this Agreement or
the application of any such provision shall be held to be prohibited or
unenforceable in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability.  The remaining provisions of this Agreement shall remain in
full force and effect, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  The parties shall use their best efforts to replace the
provision that is contrary to law with a legal one approximating to the extent
possible the original intent of, and the economic benefits accruing to, the
parties.

          (d)  KNOWLEDGE.  For purposes of this Agreement, to know or have
knowledge of, or to be aware of or believe, any matter shall mean to know or
have knowledge, be aware or believe, after due inquiry; provided such knowledge,
awareness or belief shall only be imputed to employees of a party at the level
of manager or above, together with such party's officers and directors.

          (e)  BINDING.  This Agreement shall be binding upon and inure to the
benefit of each of the parties and, to the extent permitted by Section 10(a),
their respective successors and assigns.

          (f)  HEADINGS.  Section headings are included solely for convenience,
are not to be considered a part of this Agreement, and are not intended to be
full and accurate descriptions of their contents.

                                      -128-

          (g)  NOTICES.  All notices or other communications which shall or may
be given pursuant to this Agreement shall be in writing, shall be effective upon
receipt, and shall be delivered by Federal Express or a similar courier,
personal delivery, certified or registered mail, or by facsimile transmission
(with confirmation of transmission receipt), addressed as follows (or as is
provided in the future by written notice as provided herein):

If to Debtor:                      Internetworking Solutions
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

If to Secured Party:               Retix
                                   2401 Colorado Avenue
                                   Santa Monica, CA  90404
                                   Attn:  President

          (h)  COUNTERPARTS.  This Agreement may be executed in any number of
copies, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.

          (i)  LANGUAGE INTERPRETATION.  In the interpretation of this
Agreement, unless the context otherwise requires, (a) words importing the
singular shall be deemed to import the plural and vice versa, (b) words denoting
gender shall include all genders, (c) references to persons shall include
corporations or other bodies and vice versa, and (d) references to parties,
sections, schedules, paragraphs and exhibits shall mean the parties, sections,
schedules, paragraphs and exhibits of and to this Agreement unless otherwise
indicated by the context.

          (j)  DRAFTING. This Agreement shall not be construed against any party
by reason of the drafting or preparation thereof.

                            [SIGNATURE PAGE FOLLOWS]

                                      -129-

     IN WITNESS WHEREOF, the Debtor and Secured Party have caused this Agreement
to be duly executed and delivered as of the date first above written.

                                             ---------------------------------
                                                                      "DEBTOR"
                                             -------------------------

                                             ---------------------------------
                                             INTERNETWORKING SOLUTIONS,

                                             ---------------------------------
                                                      a California corporation

                                             ---------------------------------
                                             By:  ____________________________

                                             ---------------------------------
                                             Title:  _________________________

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

                                                            "SECURED PARTY"
                                             ---------------

                                             ---------------------------------
                                             RETIX, a California corporation

                                             ---------------------------------
                                             By:  ____________________________

                                             ---------------------------------
                                             Title:  _________________________

                                      -130-

                                      EXHIBIT A

    The Collateral shall consist of all right, title and interest of Debtor in
and to the following:

    (a)  All goods and equipment now owned or hereafter acquired, including
without limitation, all machinery, fixtures, vehicles (including motor vehicles
and trailers), and any interest in any of the foregoing, and all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing, wherever located;

    (b)  All inventory, now owned or hereafter acquired, including without
limitation, all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products including such
inventory as is temporarily out of Debtor's custody or possession or in transit
and including any returns upon any accounts or other proceeds, including
insurance proceeds, resulting from the sale or disposition of any of the
foregoing and any documents of title representing any of the above, and Debtor's
books relating to any of the foregoing;

    (c)  All contract rights and general intangibles now owned or hereafter
acquired, including, without limitation, goodwill, trademarks, servicemarks,
trade styles, trade names, patents, patent applications, leases, license
agreements, franchise agreements, blueprints, drawings, purchase orders,
customer lists, route lists, infringements, claims, computer programs, computer
discs, computer tapes, literature, reports, catalogs, design rights, income tax
refunds, payments of insurance and rights to payment of any kind;

    (d)  All now existing and hereafter arising accounts, contract rights,
royalties, license rights and all other forms of obligations owing to Debtor
arising out of the sale or lease of goods, the licensing of technology or the
rendering of services by Debtor, whether or not earned by performance, and any
and all credit insurance, guaranties, and other security therefor, as well as
all merchandise returned to or reclaimed by Debtor and Debtor's Books relating
to any of the foregoing;

    (e)  All documents, cash, deposit accounts, securities, letters of credit,
certificates of deposit, instruments and chattel paper now owned or hereafter
acquired and Debtor's books relating to the foregoing;

    (f)  All copyrights, copyright applications, copyright registrations and
like protections in each work of authorship and derivative work thereof, whether
published or unpublished, now owned or hereafter acquired; all trade secret
rights, including all rights to unpatented inventions, know-how, operating
manuals, license rights and agreements and confidential information, now owned
or hereafter acquired; all mask work or similar rights available for the
protection of semiconductor devices, now owned or hereafter acquired; all claims
for damages by way of any past, present and future infringement of any of the
foregoing; and

    (g)  Any and all claims, rights and interests in any of the above and all
substitutions for, additions and accessions to and proceeds thereof.

                                        -131-

                EXHIBITS  J AND K  -  TRANSFERRED ASSETS & LIABILITIES

                           INTERNETWORKING SOLUTIONS, INC.
                   STATEMENT OF TRANSFERRED ASSETS AND LIABILITIES
                                    AS OF 5/31/96

                                                5/31/96
                                            ----------------
CASH                                        $            --
ACCOUNTS RECEIVABLE, NET OF RESERVES           2,035,542.76
OTHER RECEIVABLES                                (57,700.20)
INVENTORIES                                    2,902,169.54
PREPAID EXPENSES AND OTHER CURRENT ASSETS        562,325.77
INTERCOMPANY RECEIVABLES                       3,363,554.98
TOTAL CURRENT ASSETS                           8,805,892.84

MACHINERY AND EQUIPMENT                        2,094,585.57
FURNITURE AND FIXTURES                           126,989.50
BUILDINGS                                      2,166,181.00
LEASEHOLD IMPROVEMENTS                           271,390.90
TOTAL PROPERTY AND EQUIPMENT                   4,659,146.97
ACCUMULATED DEPRECIATION                      (2,717,319.41)
NET PROPERTY AND EQUIPMENT                     1,941,827.56

OTHER ASSETS                                      73,374.54

TOTAL ASSETS                                $ 10,821,094.94

ACCOUNTS PAYABLE                            $    457,004.23
ACCRUED WAGES                                    195,357.25
DEFERRED REVENUE                                 489,531.80
OTHER ACCRUED LIABILITIES                      1,194,691.90
ACCRUED RESTRUCTURING                          3,156,126.05
INCOME TAXES PAYABLE                            (105,798.71)
CURRENT PORTION-LTD                               27,511.06
TOTAL CURRENT LIABILITIES                      5,414,423.57

LONG TERM DEBT                                 2,518,806.00
DEFERRED RENT                                     90,364.00
TOTAL LIABILITIES                           $  8,023,593.57

The enclosed unaudited Statements of Transferred Assets and Liabilities of
Retix's internetworking division's U.S. and U.K. (including Retix Europe and
Retix U.K.) operations include all of the tangible and recorded intangible
assets as well as known liabilities recorded as of May 31, 1996, in all material
respects, except as noted below.  The enclosed Statements of Transferred Assets
and Liabilities have been prepared in accordance with past accounting policies
and practices of Retix consistently applied, however, such statement does not
contain any footnotes which may be required to be in conformity with generally
accepted accounting principles ("GAAP").  Subsidiary financial records and
corresponding detail schedules are on file at Retix's principal corporate
offices and are available via written communication with the chief accounting
officer of Retix.  Except as disclosed below, the enclosed Statements of
Transferred Assets and Liabilities reflect the assets and liabilities
transferred from Retix's internetworking division to Internetworking Solutions,
Inc., as of May 31, 1996 as contemplated by the Master Agreement:

ACCRUED VACATION -  The enclosed Statements of Transferred Assets and
Liabilities excludes liabilities associated with vacation accruals of
internetworking division employees as of May 31, 1996 as contemplated by the
Master Agreement.

BONUSES/COMMISSIONS - Bonuses/commissions potentially due under certain
employment contracts and commission plans have been excluded from the enclosed
Statements of Transferred Assets and Liabilities as final determination of
eligibility by such internetworking division employees has not occurred as of
May 31, 1996.  Any such amounts, if earned, are not expected to be significant.

UNDISCLOSED LIABILITIES - The enclosed Statements of Transferred Assets and
Liabilities reflect accrued and absolute liabilities of Retix's internetworking
division as of May 31, 1996.  In addition, commitments and other potentially
contingent liabilities which relate to Retix's internetworking division are
contemplated to be transferred to Internetworking Solutions, Inc., in accordance
with the Master Agreement, and may not be disclosed on the enclosed Statements
of Transferred Assets and Liabilities.  Such undisclosed  liabilities include
among other items:

                                     (continued)

    OPERATING LEASE commitments for office facilities and equipment used in the
    execution of Retix's internetworking division business.  Such facilities
    include:  approximately 15,000 square feet of the facility at 4640
    Admiralty Way,  Marina del Rey, California;  60 Priestly Road, The Surrey
    Research Park, Guildford, England (and its corresponding sublease agreement
    with Reliance Silicon, Ltd.);  Alan Turing Road, The Surrey Research Park,
    Guildford, England (and its corresponding sublease agreement with Canon,
    Inc.);  5155 Goldman Avenue, Moorpark, California (and its corresponding
    sublease agreement with Altatron, Inc.);  5701 Lindero Canyon Road #1-204,
    Westlake Village, California;  1950 Stemmons Freeway #5001 (E-6), Dallas,
    Texas;  900 Wheeler Road, Hauppauge, New York;  120 Broadway, 9th floor,
    New York, New York (and its corresponding sublease agreement with VDG,
    Inc.);  One Tiffany Pointe #112-20, Bloomingdale, Illinois.  Operating
    leases commitments in connection with equipment includes photocopiers,
    postage machines, test equipment and certain computer equipment.

INTERCOMPANY ACCOUTS - Certain intercompany note and other interco operating
accounts require final reconciliation upon completion of the carve-out of
Retix's internetworking division from Retix's consolidated financial statements
and may require adjustments to the enclosed Statements of Transferred Assets and
Liabilities of Internetworking Solutions, Inc., as of May 31, 1996.

INTELLECTUAL PROPERTY, CONTRACTS AND OTHER INTANGIBLES - As contemplated by the
Master Agreement, all trademarks, trade names, copyrights, technology and other
intangible property as well as contracts (customer and vendor) that are used in
the business of  Retix's internetworking division are to be transferred to
Internetworking Solutions, Inc., subject to a Grant-Back License Agreement.
Such items are not reflected on the enclosed Statements of Transferred Assets
and Liabilities of Retix's internetworking division as of May 31, 1996 and the
rights and obligations related to such transfer to Internetworking Solutions,
Inc., is addressed elsewhere within the Master Agreement.

CAPITALIZATION - Internetworking Solutions, Inc., is capitalized through the
issuance of 16,000,000 shares of the Company's Preferred Stock at $5.00 per
share to Retix as contemplated by the Master Agreement.

STOCKHOLDER'S NET INVESTMENT - Certain cash and investment accounts require 
final reconciliation upon completion of the carve-out of Retix's 
internetworking solutions business unit from Retix's consolidated financial 
statements.  Such final reconciliations may require adjustments to record 
Retix's investment in the internetworking division to reflect the historical 
operating results of the business unit.

 

Basic Info X:

Name: MASTER AGREEMENT
Type: Master Agreement
Date: Aug. 13, 1996
Company: VERTEL CORP
State: California

Other info:

Date:

  • May 31 , 1998
  • June 1 , 1998
  • May 31 , 1999
  • Within 90 days
  • end of such quarter
  • APRIL 2 , 1996 84
  • 2201 19
  • thirty 30
  • May 31 , 1996

Organization:

  • Key Employee Stock Option Agreements
  • Disclosure Statement of Internetworking Solutions
  • Retix Disclosure Statement
  • Employment Eligibility Verification
  • United States Copyright Office
  • United States Patent Office
  • Internetworking Solutions ' Board of Directors
  • Change of Control
  • Sale of Internetworking Solutions Stock
  • Board of Directors of Internetworking Solutions
  • Transferred Business or Internetworking Solutions
  • Grant Back License Agreement EXHIBIT B Form of Loan Agreement EXHIBIT C Form of Key Employee Option Agreement EXHIBIT D Internetworking Solutions Disclosure Schedule EXHIBIT E Form of Preferred Stock
  • Source Form of Licensed Materials
  • United States Government
  • Internetworking Solutions to Equivalent Purchasers
  • Third Party Royalties
  • Third Party Royalty
  • United States Office of Export Administration
  • United States Export Administration
  • United States Department of Commerce
  • Borrower 's Board of Directors
  • First Interstate Bank
  • Internetworking Solutions Management
  • Third Party Sale
  • Common Stock of the Company
  • Exercise Price of the Shares
  • Code of Federal Regulations
  • Federal Reserve Board
  • Incentive Stock Option
  • Securities and Exchange Commission
  • Venture Law Group
  • Secretary of State of the State of California
  • Shares of Common Stock
  • QUOTE URNMS-00xx Network Management
  • ST Primary Ring
  • ST Secondary Ring
  • Network Management System
  • Fiber Distributed Data Interface FDDI
  • Company 's Common Stock
  • Holders of Registrable Securities
  • Holder of Registrable Securities
  • Event of Default
  • Internetworking Solutions 2401 Colorado Avenue Santa Monica
  • Retix 2401 Colorado Avenue Santa Monica
  • Marina del Rey
  • Reliance Silicon , Ltd.
  • Surrey Research Park
  • Canon , Inc.
  • Altatron , Inc.
  • Statements of Transferred Assets and Liabilities of Internetworking Solutions , Inc.
  • Grant-Back License Agreement

Location:

  • Colorado Avenue
  • Santa Monica
  • Menlo Park
  • United States of America
  • State of California
  • U.S.
  • U.K.
  • Retix Europe
  • Guildford
  • England
  • Moorpark
  • # 1-204
  • Westlake Village
  • Dallas
  • Texas
  • Hauppauge
  • New York
  • Illinois

Money:

  • $ 0.01
  • $ 5,000,000
  • $ 2,000,000
  • $ 2,500,000
  • $ 15,000
  • $ 750,000
  • $ 12,000
  • $ 1,500,000
  • $ 27,000
  • $ 1,000,000
  • $ 473,000
  • $ 0.50
  • $ 100,000
  • $ 1,745
  • $ 4,995
  • $ 2,675
  • $ 2,875
  • $ 5,325
  • $ 4,075
  • $ 1,495
  • $ 12,500
  • $ 325
  • $ 2,825
  • $ 185
  • $ 5,450
  • $ 6,195
  • $ 6,900
  • $ 2,495
  • $ 3,295
  • $ 6,600
  • $ 925
  • $ 1,575
  • $ 175
  • $ 3,450
  • $ 2,125
  • $ 250
  • $ 165
  • $ 695
  • $ 3,750
  • $ 4,750
  • $ 8,750
  • $ 5,625
  • $ 125
  • $ 4,250
  • $ 4,350
  • $ 4,190
  • $ 4,195
  • $ 3,950
  • $ 6,050
  • $ 7,950
  • $ 1,950
  • $ 2,950
  • $ 5,200
  • $ 5,500
  • $ 3,125
  • $ 4,495
  • $ 6,250
  • $ 7,495
  • $ 7,850
  • $ 2,375
  • $ 2,325
  • $ 1,075
  • $ 1,750
  • $ 2,625
  • $ 3,050
  • $ 2,450
  • $ 3,350
  • $ 4,375
  • $ 95
  • $ 55
  • $ 1,195
  • $ 625
  • $ 1,625
  • $ 65
  • $ 3,100
  • $ 1,550
  • $ 2,995
  • $ 1,450
  • $ 1,875
  • $ 1,250
  • $ 700
  • $ 300
  • $ 320
  • $ 245
  • $ 116
  • $ 113
  • $ 375
  • $ 450
  • $ 112
  • $ 217
  • $ 172
  • $ 200
  • $ 150
  • $ 350
  • $ 600
  • $ 400
  • $ 2,250.00
  • $ 1,350.00
  • $ 900.00
  • $ 525.00 1
  • $ 7.50
  • $ 500,000
  • ten million dollars
  • $ 10,000,000
  • $ 10,821,094.94
  • $ 457,004.23
  • $ 8,023,593.57
  • $ 5.00

Person:

  • Joe Stephan
  • Jeffrey Drazan
  • Neil Hynes
  • Gilbert P. Williamson
  • Optionee
  • Alan Turing Road

Percent:

  • 80 %
  • twenty percent
  • 20 %
  • 2 %
  • 10 %
  • 5 %
  • fifty percent 50 %
  • 1 %