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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000912057-01-526725.txt : 20010807
<SEC-HEADER>0000912057-01-526725.hdr.sgml : 20010807
ACCESSION NUMBER:		0000912057-01-526725
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20010806

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTEL CORP
		CENTRAL INDEX KEY:			0000050863
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				941672743
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		2200 MISSION COLLEGE BLVD
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95052
		BUSINESS PHONE:		4087658080

	MAIL ADDRESS:	
		STREET 1:		2200 MISSION COLLEGE BLVD
		STREET 2:		RN6-27
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95052-8119

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PANJA INC
		CENTRAL INDEX KEY:			0000944248
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS & ACCESSORIES [3670]
		IRS NUMBER:				751815822
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-46481
		FILM NUMBER:		1699217

	BUSINESS ADDRESS:	
		STREET 1:		3000 RESEARCH DR
		CITY:			RICHARDSON
		STATE:			TX
		ZIP:			75082
		BUSINESS PHONE:		9726443048

	MAIL ADDRESS:	
		STREET 1:		11995 FORESTGATE DR
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75243

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMX CORP
		DATE OF NAME CHANGE:	19960327
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>a2056046zsc13da.txt
<DESCRIPTION>SC 13D/A
<TEXT>
<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                         SCHEDULE 13D/A
                         (Rule 13d-101)

     INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
             TO RULE 13d-1(a) AND AMENDMENTS THERETO
                 FILED PURSUANT TO RULE 13d-2(a)
                       (Amendment No. 1)*

                           Panja, Inc.
                ---------------------------------
                        (Name of Issuer)

                  Common Stock, $0.01 par value
                ---------------------------------
                 (Title of Class of Securities)

                            698493103
                ---------------------------------
                         (CUSIP Number)

                        F. Thomas Dunlap
      Senior Vice President, General Counsel and Secretary
                        Intel Corporation
                 2200 Mission College Boulevard
                      Santa Clara, CA 95052
                    Telephone: (408) 765-8080
                ---------------------------------
          (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)

                         August 1, 2001
                ---------------------------------
     (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule
13G  to  report  the  acquisition that is  the  subject  of  this
Schedule  13D, and is filing this schedule because of  Rule  13d-
1 (e), 13d-1 (f) or 13d-1 (g), check the following box [  ].

*The  remainder  of this cover page shall be  filled  out  for  a
reporting  person's initial filing on this form with  respect  to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The  information  required on the remainder of  this  cover  page
shall  not be deemed to be "filed" for the purpose of Section  18
of  the  Securities Exchange Act of 1934 (the "Act") or otherwise
subject  to the liabilities of that section of the Act but  shall
be subject to all other provisions of the Act.


                       Page 1 of 12 Pages
<PAGE>

CUSIP No. 698493103      Schedule 13D/A        Page 2 of 12 Pages



1.   NAME OF REPORTING PERSON:                  INTEL CORPORATION
     S.S.  or  I.R.S.  IDENTIFICATION  NO.  OF         94-1672743
     ABOVE PERSON:
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**       (a)
                                                              (b)
3.   SEC USE ONLY

4.   SOURCE OF FUNDS**                                        N/A

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6.   CITIZENSHIP OR PLACE OF ORGANIZATION:               DELAWARE

                7.   SOLE VOTING POWER:                   238,057
  NUMBER OF
    SHARES      8.   SHARED VOTING POWER:                     -0-
 BENEFICIALLY
OWNED BY EACH   9.   SOLE DISPOSITIVE POWER:              238,057
  REPORTING
 PERSON WITH    10.  SHARED DISPOSITIVE POWER:                -0-

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON:                                    238,057
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES**
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
     (11):    2.1%  consisting  of  an  exercisable
     warrant to purchase 238,057 shares.
14.  TYPE OF REPORTING PERSON:                                 CO

**SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP No. 698493103      Schedule 13D/A        Page 3 of 12 Pages


     This Amendment No. 1 amends the Schedule 13D dated December
15,  1999 and filed by the Reporting Person.  This Amendment No.
1  reports,  among other things, the sales of  an  aggregate  of
423,212  shares of Common Stock of the Issuer by  the  Reporting
Person from April 23, 2001 through August 1, 2001.

ITEM 1.   Security and Issuer.

          (a)    Name of Principal Executive Offices of Issuer:

                 Panja, Inc (the "Issuer")
                 3000 Research Drive
                 Richardson, TX 75082

          (b)    Title of Class of Equity Securities:

                 Common Stock, $0.01 par value ("Common Stock")

ITEM 2.   Identity and Background.

          (a)    Name of Person Filing:

                 Intel Corporation (the "Reporting Person")

          (b)    Address of Principal Business Office:

                 2200 Mission College Boulevard
                 Santa Clara, CA 95052-8119

          (c)    Principal Business:

                 Manufacturer   of   microcomputer   components,
                 modules and systems.

          (d)    Criminal Proceedings:

                 During   the  last  five  years,  neither   the
                 Reporting  Person nor any executive officer  or
                 director  of  the  Reporting  Person  has  been
                 convicted in any criminal proceeding.

          (e)    Civil Proceedings:

                 During   the  last  five  years,  neither   the
                 Reporting  Person nor any executive officer  or
                 director of the Reporting Person has been party
                 to  any  civil  proceeding  of  a  judicial  or
                 administrative  body of competent  jurisdiction
                 as  a  result of which such person  was  or  is
                 subject to any judgment, decree or final  order
                 enjoining  future violations of, or prohibiting
                 or  mandating activities subject to, Federal or
                 State  securities laws or finding any violation
                 with respect to such laws.

<PAGE>

CUSIP No. 698493103      Schedule 13D/A        Page 4 of 12 Pages

          (f)    Place of Organization:

                 Delaware

          Attached  hereto as Appendix A is information required
          by  this Item 2 with respect to the executive officers
          and  directors  of  the Reporting  Person.   All  such
          individuals  are  U.S. citizens, except  as  otherwise
          indicated on Appendix A.

ITEM 4.   Purpose of the Transaction.

          On  December  15, 1999, the Reporting Person  acquired
          423,212  shares  of Common Stock and  a  warrant  (the
          "Warrant") to purchase 238,057 shares of Common  Stock
          for $5.0 million pursuant to a Securities Purchase and
          Investor Rights Agreement dated December 15, 1999 (the
          "Securities   Purchase  Agreement").   The   Reporting
          Person  also  acquired  an  additional  warrant   (the
          "Additional  Warrant") to purchase  79,352  shares  of
          Common Stock which would only become exercisable  upon
          satisfaction of certain milestones.

          From  April  23,  2001  through August  1,  2001,  the
          Reporting  Person sold an aggregate of 423,212  shares
          of Common Stock.

          On  June  15,  2001,  the Additional  Warrant  expired
          without becoming exercisable.

          The Reporting Person continues to hold the Warrant  as
          an  investment.   As  part of the Securities  Purchase
          Agreement,  the  Reporting Person has  agreed  not  to
          acquire more than 19.99% of the Issuer's Common Stock,
          subject to certain exceptions.   The Reporting  Person
          will  from  time  to  time explore  opportunities  for
          liquidating  all or a portion of the Warrant,  through
          one  or  more  sales  pursuant to  public  or  private
          offerings  or  otherwise depending upon the  Reporting
          Person's  evaluation  of  market  conditions,   market
          price, alternative investment opportunities, liquidity
          needs  and  other factors.  The Reporting  Person  may
          determine to retain some portion of the Warrant as  an
          investment.

          In  addition, the Reporting Person and the Issuer have
          entered  into  a cooperation agreement.   Pursuant  to
          that  agreement, the Reporting Person and  the  Issuer
          will   cooperate  with  each  other  to  port  certain
          products on Issuer architecture.

ITEM 5.   Interest in Securities of the Issuer.

          The  information  contained in Item 4 is  incorporated
          herein by this reference.

<PAGE>

CUSIP No. 698493103      Schedule 13D/A        Page 5 of 12 Pages


          (a)    Number  of Shares Beneficially Owned:   238,057
                 shares of Common Stock.

                 Percent of Class:
                 2.1% of the Issuer's outstanding Common Stock
                 (based upon 10,994,108 shares of Common Stock
                 outstanding as of July 11, 2001, as reported in
                 the Issuer's Proxy Statement filed with the
                 Securities and Exchange Commission on July 30,
                 2001).  In accordance with Rule 13d-3, the
                 number of shares included in the above
                 calculation includes the 238,057 shares
                 issuable upon exercise of the Warrant because
                 it is currently exercisable.

          (b)    Sole Power to Vote, Direct the Vote of, Dispose
                 of, or Direct the Disposition of Shares:

                 238,057 shares of Common Stock.

          (c)    Recent Transactions:

                 On  April  23, 2001, the Reporting Person  sold
                 25,000  shares of Common Stock at a  price  per
                 share of $2.8879 in a brokerage transaction.

                 On  April  26, 2001, the Reporting Person  sold
                 65,000  shares of Common Stock at a  price  per
                 share of $2.6999 in a brokerage transaction.

                 On  April  30, 2001, the Reporting Person  sold
                 5,000  shares of Common Stock at  a  price  per
                 share of $3.0899 in a brokerage transaction.

                 On   June  15,  2001,  the  Additional  Warrant
                 expired without becoming exercisable.

                 On  August  1, 2001, the Reporting Person  sold
                 328,212  shares of Common Stock at a price  per
                 share of $3.00 in a private placement.

          (d)    Rights with Respect to Dividends or Sales
                 Proceeds:

                 N/A

          (e)    Date of Cessation of Five Percent Beneficial
                 Ownership:

                 August 1, 2001
<PAGE>

CUSIP No. 698493103      Schedule 13D/A        Page 6 of 12 Pages


ITEM 6.   Contracts, Arrangements, Understandings or
          Relationships with Respect to Securities of the
          Issuer.

          Pursuant  to  a  Securities  Purchase  Agreement  dated
          August  1,  2001,  the  Reporting Person  sold  328,212
          shares  of  Common  Stock (as more fully  described  in
          Item  5(c)  above)  in a private placement  to  Special
          Situations Fund.

ITEM 7.   Material to be Filed as Exhibits.

          Exhibit 1   Securities Purchase Agreement between  the
                      Issuer  and  the  Reporting  Person  dated
                      December 15, 1999.*

          Exhibit 2   Equity Warrant dated December 15, 1999.*

          Exhibit 3   Business Warrant dated December 15, 1999.*

          Exhibit 4   Securities Purchase Agreement between  the
                      Reporting  Person  and Special  Situations
                      Fund dated August 1, 2001.

*Previously filed.

<PAGE>

CUSIP No. 698493103        Schedule 13D/A     Page 7 of 12 Pages

                            SIGNATURE

After  reasonable  inquiry and to the best of  my  knowledge  and
belief,  I  certify  that  the  information  set  forth  in  this
statement is true, complete and correct.

Dated as of August 2, 2001.

                                 INTEL CORPORATION


                                 By:  /s/F. Thomas Dunlap, Jr.
                                      -------------------------
                                      F. Thomas Dunlap, Jr.
                                      Senior Vice President,
                                      General Counsel and
                                      Secretary



<PAGE>

CUSIP No. 698493103      Schedule 13D/A        Page 8 of 12 Pages

                           APPENDIX A

                            DIRECTORS

The following is a list of all Directors of Intel Corporation and
certain  other  information with respect to each  Director.   All
Directors are United States citizens except as indicated below.

Name:             Craig R. Barrett

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         President and Chief Executive Officer
Occupation:

Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:


Name:             John Browne

Business          BP Amoco p.l.c., Britannic House, 1 Finsbury
Address:          Circus, London EC2M 7BA

Principal         Group Chief Executive
Occupation:

Name, principal   BP Amoco p.l.c., an integrated oil company.
business and      Britannic House, 1 Finsbury Circus
address of        London EC2M 7BA
corporation or
other
organization in
which employment
is conducted:

Citizenship:      British


<PAGE>

CUSIP No. 698493103      Schedule 13D/A        Page 9 of 12 Pages

Name:             Winston H. Chen

Business          Paramitas Foundation, 3945 Freedom Circle,
Address:          Suite 760, Santa Clara, CA 95054

Principal         Chairman
Occupation:

Name, principal   Paramitas Foundation, a charitable foundation.
business and      3945 Freedom Circle, Suite 760
address of        Santa Clara, CA 95054
corporation or
other
organization in
which employment
is conducted:


Name:             Andrew S. Grove

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         Chairman of the Board of Directors
Occupation:

Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:


Name:             D. James Guzy

Business          The Arbor Company, 1340 Arbor Road, Menlo
Address:          Park, CA 94025

Principal         Chairman
Occupation:

Name, principal   The Arbor Company, a limited partnership
business and      engaged in the electronics and computer
address of        industry.
corporation or    1340 Arbor Road
other             Menlo Park, CA 94025
organization in
which employment
is conducted:


<PAGE>

CUSIP No. 698493103      Schedule 13D/A       Page 10 of 12 Pages

Name:             Reed E. Hundt

Business          Charles Ross Partners LLC, 1909 K Street NW,
Address:          Suite 820, Washington, DC 20006

Principal         Principal Partner
Occupation:

Name, principal   Charles Ross Partners LLC, a law firm.
business and      1909 K Street NW, Suite 820
address of        Washington, DC 20006
corporation or
other
organization in
which employment
is conducted:


Name:             David S. Pottruck

Business          The Charles Schwab Corporation, 101 Montgomery
Address:          Street, San Francisco, CA 94104

Principal         President and Co-Chief Executive Officer
Occupation:

Name, principal   The Charles Schwab Corporation, a financial
business and      services provider
address of        101 Montgomery Street
corporation or    San Francisco, CA 94104
other
organization in
which employment
is conducted:


Name:             Jane E. Shaw

Business          AeroGen, Inc., 1310 Orleans Drive, Sunnyvale,
Address:          CA 94089

Principal         Chairman and Chief Executive Officer
Occupation:

Name, principal   AeroGen, Inc., a pulmonary drug delivery
business and      company
address of        1310 Orleans Drive
corporation or    Sunnyvale, CA 94089
other
organization in
which employment
is conducted:


<PAGE>

CUSIP No. 698493103      Schedule 13D/A       Page 11 of 12 Pages

Name:             Leslie L. Vadasz

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         Executive Vice President; President, Intel
Occupation:       Capital

Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:


Name:             David B. Yoffie

Business          Harvard Business School, Morgan Hall 215,
Address:          Soldiers Field Park Road, Boston, MA 02163

Principal         Max and Doris Starr Professor of International
Occupation:       Business Administration

Name, principal   Harvard Business School, an educational
business and      institution.
address of        Morgan Hall 215,Soldiers Field Park Road
corporation or    Boston, MA 02163
other
organization in
which employment
is conducted:


Name:             Charles E. Young

Business          University  of Florida, 226 Tigert Hall,  P.O.
Address:          Box 113150, Gainesville, FL 32610

Principal         President of the University of Florida
Occupation:

Name, principal   University of Florida
business and      226 Tigert Hall
address of        P.O. Box 113150
corporation or    Gainesville, FL 32610
other
organization in
which employment
is conducted:

<PAGE>

CUSIP No. 698493103      Schedule 13D/A       Page 12 of 12 Pages

                       EXECUTIVE OFFICERS

The  following  is  a  list of all executive  officers  of  Intel
Corporation excluding executive officers who are also  directors.
Unless  otherwise indicated, each officer's business  address  is
2200  Mission  College Boulevard, Santa Clara, California  95052-
8119, which address is Intel Corporation's business address.

Name:     Andy D. Bryant
Title:    Executive   Vice   President;   Chief   Financial   and
          Enterprise Services Officer

Name:     Sean M. Maloney
Title:    Executive   Vice  President;  General  Manager,   Intel
          Communications Group
Citizens  British
hip:

Name:     Paul S. Otellini
Title:    Executive   Vice  President;  General  Manager,   Intel
          Architecture Business Group

Name:     Michael R. Splinter
Title:    Executive  Vice President; General Manager,  Sales  and
          Marketing Group

Name:     F. Thomas Dunlap, Jr.
Title:    Senior Vice President; General Counsel and Secretary

Name:     Ronald J. Smith
Title:    Senior   Vice  President;  General  Manager,   Wireless
          Communications and Computing Group

Name:     Robert J. Baker
Title:    Vice   President;  General  Manager,   Technology   and
          Manufacturing Group

Name:     Arvind Sodhani
Title:    Vice President, Treasurer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>a2056046zex-4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
<PAGE>

                            EXHIBIT 4

                  SECURITIES PURCHASE AGREEMENT

<PAGE>

                  Securities Purchase Agreement

SECURITIES  PURCHASE  AGREEMENT, dated  as  of  August  1,  2001,
between Intel Corporation, a Delaware corporation ("Seller")  and
Special Situations Fund ("Purchaser").

1.    Sale  of  Stock.   Subject  to  the  terms  and  conditions
contained herein, on the Closing Date (as defined below),  Seller
hereby agrees to sell to Purchaser and Purchaser hereby agrees to
purchase  from  Seller 328,212 shares (the  "Common  Shares")  of
Common Stock of Panja, Inc., a Texas corporation (the "Company"),
at  a  price  equal  to  three dollars  ($3.00)  per  share  (the
"Purchase Price").

2.    Closing.  Closing of the sale and purchase under Section  1
of  this Agreement (the "Closing") shall take place on August  1,
2001 at 12:00 p.m. New York time, or such other date and time  as
Purchaser  and  Seller may mutually agree (the  "Closing  Date").
Prior  to  Closing,  Purchaser  and  Seller  shall  deliver   the
representation letters attached hereto as Exhibit A and Exhibit B
to  the transfer agent for the Common Shares and the Company.  At
Closing  (a)  Seller shall cause to be delivered to  Purchaser  a
certificate  or  certificates for the  Common  Shares,  or  shall
deliver appropriate instructions for book entry transfer, and (b)
Purchaser shall make payment of the Purchase Price for the Common
Shares  in U.S. dollars by wiring said Purchase Price to  Seller,
pursuant  to Seller's wire instructions.  Delivery of the  Common
Shares,  whether via certificated shares or book entry  transfer,
shall  be  made  in  accordance  with  the  instructions  of  the
Purchaser  and in such name(s) or affixed with such stock  powers
as  the Purchaser shall instruct, subject to customary settlement
procedures.

3.   Representations and Covenants of Seller.  Seller represents,
warrants and agrees that:

      a)    Seller has full right, power and authority  to  enter
into  and  perform  its obligations under this Agreement  and  to
transfer the Common Shares in accordance with the terms  of  this
Agreement  and  this  Agreement constitutes a  legal,  valid  and
binding  obligation  of  Seller, enforceable  against  Seller  in
accordance with its terms, except as such enforceability  may  be
limited   by   applicable  bankruptcy,  insolvency,   moratorium,
reorganization  or  similar  laws  affecting  creditors'   rights
generally and by general equitable principles.

      b)   Seller is the lawful record owner of the Common Shares
and is not a party to any shareholder agreement, voting trust  or
similar arrangement which restricts the sale, transfer or  voting
of  the  Common  Shares.  On the Closing Date,  at  the  time  of
delivery of the Common Shares to Purchaser, Seller will have  and
will  transfer  to  Purchaser good and marketable  title  to  the
Common  Shares, free and clear of all liens, claims, charges  and
other encumbrances.

      c)    Seller's execution, delivery and performance  of  the
Agreement  do not violate or conflict with any law applicable  to
it, any agreement or instrument to which it is a party, any order
or judgment of any court or other agency of government applicable
to  it  or  any  of  its  assets, or any contractual  restriction
binding on or affecting it or any of its assets.

      d)    Seller acquired the Common Shares directly  from  the
Company  on  December  14,  1999 (the "Acquisition  Date")  in  a
transaction  not involving any public offering,  and  the  Common
Shares are "restricted securities" within the meaning of Rule 144
under  the  Securities  Act.  The full purchase  price  or  other
consideration (which did not include any promissory note or other
obligation  of the Seller) payable by the Seller to  the  Company
for  the  Common Shares was paid and delivered to the Company  on
the  Acquisition  Date,  and the holding period  for  the  Common
Shares  for  purposes of paragraph (d) of Rule 144 began  on  the
Acquisition Date..

      e)    Seller is not an "affiliate" of the Company, as  such
term is defined within the meaning of the Securities Act and Rule
144 thereunder.

      f)    Seller has not offered the Common Shares for sale to,
or  solicited offers to buy from, any individual or entity  other
than   a   limited  number  of  potential  investors,   including
Purchaser.

4.    Representations  and  Covenants  of  Purchaser.   Purchaser
represents, warrants and agrees that:

      a)   Purchaser has full right, power and authority to enter
into  and  perform  its obligations under this Agreement  and  to
purchase  the  Common Shares from Seller on the  terms  described
herein, and this Agreement has been duly authorized, executed and
delivered by Purchaser and constitutes a legal, valid and binding
obligation  of  Purchaser, enforceable against it  in  accordance
with  its terms, except as such enforceability may be limited  by
applicable bankruptcy, insolvency, moratorium, reorganization  or
similar laws affecting creditors' rights generally and by general
equitable principles.

     b)   Purchaser is acquiring the Common Shares to be acquired
by  it  hereunder for its own account and not with a view to  the
distribution or resale of the Common Shares except pursuant to  a
registration statement declared effective under, or an  exemption
from  the  registration requirements of, the  Securities  Act  of
1933, as amended (the "Securities Act").

      c)   Purchaser is an "accredited investor" (as such term is
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D  under
the  Securities Act and a "qualified institutional buyer"  within
the meaning of Rule 144A under the Securities Act.  In the normal
course  of business, Purchaser invests in or purchases securities
similar  to  the Common Shares, has such knowledge and experience
in  financial and business matters as to be capable of evaluating
the  merits  and risks of an investment in the Common Shares  and
Purchaser is able to bear the economic risks of an investment  in
the Common Shares.

     d)   Purchaser is not an "affiliate" of the Company, as such
term is defined within the meaning of the Securities Act and Rule
144 thereunder.

     e)   Purchaser has received all the information it considers
necessary  or  appropriate for deciding whether  to  acquire  the
Common  Shares  and  has had an opportunity to  secure  all  such
information  as  it  deems  necessary  regarding  the   business,
properties, prospects and financial condition of the Company.

      f)    Purchaser  has the funds necessary to consummate  the
purchase of the Common Shares pursuant to this Agreement.

      g)    Purchaser understands and acknowledges that the offer
and  sale of the Common Shares is not being registered under  the
Securities  Act and that the Common Shares constitute "restricted
securities"  (as defined under Rule 144) and may not be  offered,
sold,  transferred,  pledged, hypothecated or otherwise  disposed
of,  unless  either registered pursuant to, or in  a  transaction
exempt  from,  the Securities Act or other applicable  securities
law.   Purchaser further understands and acknowledges that  until
Company  is  reasonably  satisfied in  accordance  with  industry
practice  that such legend is not required, a legend  similar  to
the  following  may appear on the certificates  representing  the
Common Shares:  "THESE SECURITIES HAVE NOT BEEN REGISTERED  UNDER
THE SECURITIES ACT OF 1933 AND MAY BE RE-OFFERED AND SOLD ONLY IF
SO   REGISTERED   OR  IF  ANY  EXEMPTION  FROM  REGISTRATION   IS
AVAILABLE."

      h)   Purchaser understands that the Common Shares are being
offered  and  sold by Seller in reliance on exemptions  from  the
registration  requirements of federal and state  securities  laws
and  that  the Company is relying upon the truth and accuracy  of
the  representations, warranties, agreements, acknowledgments and
understandings  set  forth  herein  in  order  to  determine  the
applicability of such exemptions.

5.    Law  Governing.  This Agreement shall be  governed  by  and
constructed in accordance with the laws of the State of New  York
without reference to choice of law doctrine.

6.    Parties in Interest.  All the terms and provisions of  this
Agreement shall be binding upon and inure to the benefit  of  and
be  enforceable by the parties hereto and their respective heirs,
representatives, successors, and assigns.  This Agreement and the
rights  and obligations hereunder shall not be assignable without
written consent of the non-assigning party.

7.    Severability.  If any part of this Agreement is held  by  a
court   of  competent  jurisdiction  to  be  invalid,   void   or
unenforceable, the remainder of the terms, provisions,  covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

8.    Counterparts.  This Agreement may be executed  concurrently
in  counterparts, each of which shall be deemed an original,  but
all   of  which  together  shall  constitute  one  and  the  same
instrument.   Each  counterpart may  be  delivered  by  facsimile
transmission, which transmission shall be deemed delivery  of  an
originally  executed  document.   This  Agreement  shall   become
binding  when  one or more counterparts hereof,  individually  or
taken  together, shall bear the signatures of all of the  parties
reflected hereon as the signatories.

9.    Headings.  The headings of the Sections hereof are inserted
for convenience only and shall not be deemed to constitute a part
hereof.   This Agreement constitutes the entire Agreement between
the  parties  with  respect  to the  subject  matter  hereof  and
supersedes    all   the   previous   agreements,   promises    or
representations, whether written or oral, between the parties.

10.   Fees and Expenses.  Each of the Purchaser and Seller agrees
to  pay its own expenses, including the fees and expenses of  its
respective counsel (if any) incurred by it in connection with the
sale  and  delivery  of  the  Common Shares  and  the  execution,
delivery and performance of this Agreement.

11.  Amendment and Waiver.  This Agreement may be amended only by
a  written agreement executed by each of the parties hereto.   No
amendment  of  or  waiver of, or modification of  any  obligation
under  this Agreement will be enforceable unless set forth  in  a
writing  signed by the party against which enforcement is sought.
Any  amendment effected in accordance with this Section shall  be
binding  upon  all  parties hereto and each of  their  respective
successors   and  assigns.   No  delay  or  failure  to   require
performance of any provision of this Agreement shall constitute a
waiver  of  that provision as to that or any other instance.   No
waiver  granted  under  this Agreement as to  any  one  provision
herein shall constitute a subsequent waiver of such provision  or
of any other provision herein, nor shall it constitute the waiver
of any performance other than the actual performance specifically
waived.

12.   Entire  Understanding.  This Agreement contains the  entire
understanding  among  the  parties hereto  with  respect  to  the
subject   matter   hereof   and   supersedes   all   prior    and
contemporaneous  agreements  and understandings,  inducements  or
conditions, express or implied, oral or written, except as herein
contained.

13.   Termination.   This  Agreement may  be  terminated  (i)  by
written agreement of the parties, (ii) by Seller in the event  of
a  breach in any material respect of any representation, warranty
or  agreement of Purchaser, or (iii) by Purchaser in the event of
a  breach in any material respect of any representation, warranty
or agreement of Seller.

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

SELLER: INTEL CORPORATION

     By:  /s/Eddie Lee

     Name:   Eddie Lee

     Title:  Assistant Treasurer

PURCHASER: SPECIAL SITUATIONS FUND

     By:  /s/Austin Marks

     Name:   Austin Marks

     Title:  Managing Director


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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