UNISPHERE NETWORKS INC S-1/A

UNISPHERE NETWORKS, INC. - AMENDMENT NO.2

AGREEMENT & PLAN OF MERGER DATED OCTOBER 19, 2000

AMENDED & RESTATED CERTIFICATE OF INCORPORATION

AMENDED & RESTATED BY-LAWS

SPECIMEN CERTIFICATE FOR SHARES OF COMMON STOCK

OPINION & CONSENT OF HALE AND DORR LLP

AMENDED & RESTATED EMPLOYMENT AGREEMENT

CUSTOM SALES AGREEMENT

MANUFACTURING SERVICES AGREEMENT

SOFTWARE LICENSE AGREEMENT

MASTER PURCHASE AGREEMENT

TAX SHARING AGREEMENT

LEASE BY & BETWEEN TRUSTEES & REGISTRANT - 3/31/00

LEASE BY & BETWEEN TRUSTEES & REGISTRANT -6/30/00

MASTER MANUFACTURING & PURCHASE AGREEMENT

OEM AGREEMENT FOR PURCHASE OF PRODUCTS

PURCHASE ORDER

LICENSE AGREEMENT

CONSENT OF KPMG LLP

CONSENT OF KPMG LLP

CONSENT OF KPMG LLP

CONSENT OF PRICEWATERHOUSECOOPERS LLP

CONSENT OF ARTHUR ANDERSEN LLP

FINANCIAL DATA SCHEDULE