IXIA COMMUNICATIONS



                             SUBSCRIPTION AGREEMENT





Ixia Communications

4505 Las Virgenes Road

Suite 209

Calabasas, CA 91302





        The undersigned ("Purchaser") understands that Ixia Communications, a

California corporation (the "Company"), proposes to offer and sell to Purchaser

300,000 shares of its Common Stock (the "Shares") set forth on the signature

page hereof for the aggregate purchase price of $33.33, payable in the form of

cash or check made payable to the Company.



        Accordingly, Purchaser hereby agrees with the Company as follows:



                                    SECTION 1

                           SUBSCRIPTION FOR SECURITIES



        Subject to the terms and conditions hereof and upon acceptance of this

subscription by the Company, Purchaser hereby irrevocably subscribes to

purchase, and the Company will issue and sell to Purchaser, the Shares for the

aggregate purchase price of $33.33 (the "Purchase Price"). The Company has the

right to reject all or any portion of Purchaser's subscription.



                                    SECTION 2

                                CLOSING; DELIVERY



        2.1 CLOSING. Purchaser subscribes for the Shares being purchased

hereunder by executing and delivering to the Company, at the address set forth

above, this Subscription Agreement and the Purchase Price and the closing and

the issuance of the Shares (the "Closing" and the date thereof the "Closing

Date") shall occur as soon as practicable following the Company's acceptance of

such subscription and on such date as shall be determined by the Company. The

Purchase Price shall be paid in the form of cash or check made payable to the

Company, and by accepting and executing this Subscription Agreement, the Company

agrees to accept such payment as payment in full of the Purchase Price.



        2.2 DELIVERY. At the Closing, in consideration for the Purchase Price,

the Company will issue the Shares and deliver to the Secretary of the Company to

hold in escrow in accordance with Section 6.5 hereof a certificate or

certificates registered in Purchaser's name representing the Shares purchased

hereunder by Purchaser.





<PAGE>   2



                                    SECTION 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY



        3.1 ORGANIZATION AND STANDING. The Company is a corporation duly

organized and existing under, and by virtue of, the laws of the State of

California and is in good standing under such laws. The Company has the

requisite corporate power to own and operate its properties and assets and to

carry on its business as presently conducted and as proposed to be conducted.



        3.2 CORPORATE POWER. The Company will have, upon acceptance and

execution of this Subscription Agreement and at the Closing Date, all requisite

corporate power to execute and deliver this Subscription Agreement, to sell and

issue the Shares hereunder and to carry out and perform its obligations under

the terms of this Subscription Agreement. At the Closing Date, the Shares shall

be duly authorized, validly issued, fully paid and non-assessable.



        3.3 AUTHORIZATION. All corporate action on the part of the Company, its

directors and shareholders necessary for the authorization, execution, delivery

and performance of this Subscription Agreement by the Company, the

authorization, sale, issuance and delivery of the Shares and the performance of

the Company's obligations hereunder has been taken or will be taken prior to the

Closing. This Subscription Agreement, when executed and delivered by the

Company, will constitute a valid and binding obligation of the Company

enforceable in accordance with its terms, subject to laws of general application

relating to specific performance, injunctive relief or other equitable remedies.



                                    SECTION 4

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER



        Purchaser hereby represents and warrants as follows:



        4.1 INVESTMENT. Purchaser is acquiring the Shares for investment for

Purchaser's own account and not with the view to, or for resale in connection

with, any distribution, assignment or resale within the meaning of the

Securities Act of 1933, as amended (the "Securities Act"), to others, and no

other person has a direct or indirect beneficial interest, in whole or in part,

in such Shares. Purchaser understands that the Shares have not been registered

under the Securities Act by reason of a specific exemption from the registration

provisions of the Securities Act, which exemption depends upon, among other

things, the bona fide nature of the investment intent as expressed herein.



        4.2 RELATIONSHIP TO COMPANY; SOPHISTICATION. Purchaser (i) has a

preexisting business or personal relationship with the Company and/or one or

more of its officers, directors or controlling persons or (ii) by reason of

Purchaser's business or financial experience or the business or financial

experience of Purchaser's personal representative(s), if any, 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 Purchaser's own interests in connection with Purchaser's acquisition of

the Shares.







                                      -2-

<PAGE>   3



        4.3 RESTRICTIONS ON TRANSFER. Purchaser acknowledges that the Shares

must be held indefinitely unless subsequently registered under the Securities

Act or the Company receives an opinion of counsel satisfactory to the Company

that such registration is not required. Purchaser is aware of the provisions of

Rule 144 promulgated under the Securities Act which permit limited resale of

"restricted securities" acquired, directly or indirectly, from the issuer

thereof (or from an affiliate of such issuer) in a non-public offering, subject

to the satisfaction of certain conditions, including, among other things, the

existence of a public market for the stock, the availability of certain current

public information about the Company, the resale occurring not less than one

year after a party has purchased and made full payment for, within the meaning

of Rule 144, the securities to be sold, the sale being through a "broker's

transaction" or in transactions directly with a "market maker" and the number of

shares of the stock being sold during any three-month period not exceeding

specified limitations; provided, however, that if the seller is not an affiliate

of the issuer and has held the securities for at least two years after payment

therefor, certain of the foregoing conditions under Rule 144 may not be

applicable. Purchaser further acknowledges and understands that the Company may

not be satisfying the current public information requirement of Rule 144 at the

time Purchaser wishes to sell the Shares; and, if so, Purchaser would be

precluded from selling the Shares under Rule 144 even if the one-year minimum

holding period had been satisfied.



        4.4 NO PUBLIC MARKET. Purchaser understands that no public market now

exists for the Shares, that there can be no assurance that a public market will

ever exist for the Shares and that the Company is under no obligation to

register the Shares.



        4.5 EXEMPTION FROM REGISTRATION. Purchaser further acknowledges that, in

the event all of the requirements of Rule 144 are not met, compliance with

Regulation A under the Securities Act or some other registration exemption will

be required; and that, although Rule 144 is not exclusive, the staff of the

Commission has expressed its opinion that persons proposing to sell private

placement securities other than in a registered offering and other than pursuant

to Rule 144 will have a substantial burden of proof in establishing that an

exemption from registration is available for such offers or sales, that such

persons and the brokers who participate in the transactions do so at their own

risk, and that, therefore, there is no assurance that any exemption from

registration under the Securities Act will be available or, if available, will

allow Purchaser to dispose of, or otherwise transfer, all or any portion of the

Shares.



        4.6 CERTAIN DISPOSITION REQUIREMENTS. Without in any way limiting

Purchaser's covenants, representations and warranties set forth herein,

Purchaser further agrees that he shall in no event make any disposition of all

or any portion of the Shares unless and until:



                         (i) There is then in effect a registration statement

             under the Securities Act covering such proposed disposition and

             such disposition is made in accordance with said registration

             statement; or



                         (ii) Purchaser shall have (x) notified the Company of

             the proposed disposition and furnished the Company with a detailed

             statement of the circumstances surrounding the proposed

             disposition, and (y) furnished the





                                      -3-

<PAGE>   4



             Company with an opinion of his own counsel to the effect that such

             disposition will not require registration of such shares under the

             Securities Act, and such opinion of his counsel shall have been

             concurred in by counsel for the Company and the Company shall have

             advised Purchaser of such concurrence.



        4.7 ACCESS TO DATA. Purchaser has had an opportunity to discuss the

Company's business, management and financial affairs with the Company's

management and the opportunity to review the Company's facilities and books and

records.



        4.8 EXPERIENCE. Purchaser and/or Purchaser's personal representative(s)

have such knowledge and experience in financial, tax and business matters so as

to enable Purchaser and/or them to utilize the information made available to

Purchaser and/or them in connection with the offering of the Shares, to evaluate

the merits and risks of the prospective investment and to make an informed

investment decision with respect thereto. Each personal representative, if any,

of Purchaser, in connection with Purchaser's investment in the Shares, has

confirmed in writing the specific details of any and all past, present or future

relationships, actual or contemplated, between Purchaser or Purchaser's

affiliates and the Company or any of the Company's affiliates.



        4.9 PURCHASER'S LIQUIDITY. Purchaser (i) has adequate means of providing

for Purchaser's current needs and possible personal contingencies, (ii) has no

need for liquidity in Purchaser's investment, (iii) is able to bear the

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