IXIA



                           (a California corporation)



                        [Number of Shares] Common Shares



                            (No par value Per Share)



                               PURCHASE AGREEMENT

                                                                   _______, 2000

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith

            Incorporated

Donaldson, Lufkin & Jenrette

            Securities Corporation

Dain Rauscher Wessels, a division of

            Dain Rauscher Incorporated

  as Representatives of the several Underwriters

c/o  Merrill Lynch & Co.

     Merrill Lynch, Pierce, Fenner & Smith

                 Incorporated

North Tower

World Financial Center

New York, New York  10281-1209



Ladies and Gentlemen:



       IXIA, a California corporation (the "Company"), confirms its agreement

with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated

("Merrill Lynch") and each of the other Underwriters named in Schedule A hereto

(collectively, the "Underwriters", which term shall also include any underwriter

substituted as hereinafter provided in Section 10 hereof), for whom Merrill

Lynch and Donaldson, Lufkin & Jenrette Securities Corporation and Dain Rauscher

Wessels, a division of Dain Rauscher Incorporated, are acting as representatives

(in such capacity, the "Representatives"), with respect to the issue and sale by

the Company and the purchase by the Underwriters, acting severally and not

jointly, of the respective numbers of Common Shares, no par value per share, of

the Company ("Common Shares") set forth in said Schedule A, and with respect to

the grant by the Company to the Underwriters, acting severally and not jointly,

of the option described in Section 2(b) hereof to purchase all or any part of

[Number of over-allotment shares] additional Common Shares, from the Company to

cover over-allotments, if any. The aforesaid [Number of Shares] Common Shares

(the "Initial Securities") to be purchased by the Underwriters and all or any

part of the [Number of over-allotment shares] Common Shares subject to the

option described in Section 2(b) hereof (the "Option Securities") are

hereinafter called, collectively, the







                                       1

<PAGE>   2



"Securities".



       The Company understands that the Underwriters propose to make a public

offering of the Securities as soon as the Representatives deem advisable after

this Agreement has been executed and delivered.



       The Company and the Underwriters agree that up to _______ shares of the

Securities to be purchased by the Underwriters (the "Reserved Securities") shall

be reserved for sale by the Underwriters to certain eligible employees and

persons having business relationships with the Company, as part of the

distribution of the Securities by the Underwriters, subject to the terms of this

Agreement, the applicable rules, regulations and interpretations of the National

Association of Securities Dealers, Inc. and all other applicable laws, rules and

regulations. To the extent that such Reserved Securities are not orally

confirmed for purchase by such eligible employees and persons having business

relationships with the Company by the end of the first business day after the

date of this Agreement, such Reserved Securities may be offered to the public as

part of the public offering contemplated hereby.



       The Company has filed with the Securities and Exchange Commission (the

"Commission") a registration statement on Form S-1 (No. 333-42678) covering the

registration of the Securities under the Securities Act of 1933, as amended (the

"1933 Act"), including the related preliminary prospectus or prospectuses.

Promptly after execution and delivery of this Agreement, the Company will either

(i) prepare and file a prospectus in accordance with the provisions of Rule 430A

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC