SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

This Second Amendment to Asset Purchase Agreement (this “ Second Amendment ”) effective as of _______, and entered into by and among Nayna Networks, Inc., a Nevada corporation (the “ Buyer ”), Abundance Networks, Inc., a Delaware corporation and wholly-owned subsidiary of the Buyer, Abundance Networks, LLC, a Delaware limited liability company (the “ Seller ”) and Abundance Networks (India) Pvt Ltd, an India private limited company and wholly owned subsidiary of the Seller (collectively, the “ Parties ”).

WHEREAS: The Parties previously entered into that certain Asset Purchase Agreement, dated as of December 1, 2005 (the “ Original Agreement ”).

WHEREAS: The Parties previously entered into that certain First Amendment to Asset Purchase Agreement, dated as of January 20, 2006 (the “ First Amendment ”).

WHEREAS: Section 10.9 of the Original Agreement provides that any term of the Original Agreement may be amended with the written consent of each of the Parties.

WHEREAS: In connection with the Parties’ desire to amend the payment terms contained in the Original Agreement, as amended by the First Amendment, the parties hereto wish to amend the Original Agreement as set forth herein.

NOW, THEREFORE, the Parties hereto, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows: