DEALER MANAGER AGREEMENT



                                  June ___, 2003



U.S. BANCORP PIPER JAFFRAY, INC.

Piper Jaffray Tower

222 South Ninth Street

Minneapolis, MN 55402



Ladies/Gentlemen:



     1. General. TranSwitch Corporation, a Delaware corporation (the "Company"),

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proposes to offer to exchange $114,113,000 aggregate principal amount of its

outstanding 4 1/2% Convertible Existing Notes due 2005 (the "Existing Notes")

that are convertible into common stock, par value $0.001 per share, (the

"Shares") of the Company for $85,584,000 aggregate principal amount of 6.0%

Convertible Senior Plus Cash NotesSM due June   , 2007 (the "New Notes"). The

New Notes issued in the Exchange Offer are to be issued pursuant to an

Indenture, dated as of June__, 2003, as amended or modified from time to time

(the "Indenture"), between the Company and U.S. Bank National Association, as

Trustee (the "Trustee"). Capitalized terms used herein without definition shall

have their respective meanings set forth in or pursuant to the Exchange Offer

Materials (as defined herein).



     2. Engagement as Dealer Manager. By this Dealer Manager Agreement (the

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"Agreement"), the Company hereby engages and appoints you as the exclusive

Dealer Manager for the Exchange Offer and authorizes you to act as such in

connection with the Exchange Offer.



     As Dealer Manager you agree, in accordance with your customary practice, to

use reasonable efforts to perform in connection with the Exchange Offer those

services as are customarily performed by investment banking concerns in

connection with similar offers, including, without limitation, soliciting from

individuals and institutions the tender of the Existing Notes pursuant to and in

accordance with the terms and conditions of the Exchange Offer. You shall act as

an independent contractor in connection with the Exchange Offer with duties

solely to the Company, and nothing herein contained shall constitute you as an

agent of the Company in connection with the solicitation of the tender of

Existing Notes pursuant to and in accordance with the terms and conditions of

the Exchange Offer; provided, however, that the Company hereby authorizes the

Dealer Manager and/or one or more registered brokers or dealers chosen by the

Dealer Manager, to act as the Company's agent in making the Exchange Offer to

residents of any jurisdiction in which such agent designation may be necessary

to comply with applicable law. Nothing in this Agreement shall constitute the

Dealer Manager a partner or joint venturer with the Company or any of its

subsidiaries. On the basis of the representations and warranties and agreements

of the Company contained herein and subject to and in accordance with the terms

and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to

act in such capacity.



{PAGE}



     3. Registration Statement, Prospectus and Offering Materials.

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            (a) The Company has prepared and filed with the Securities and

Exchange Commission (the "Commission"), under the Securities Act of 1933, as

amended (the "Securities Act"), the Trust Indenture Act of 1939, as amended (the

"TIA"), and applicable rules and regulations (the "Rules and Regulations") of

the Commission under the Securities Act, the TIA and the Securities Exchange Act

of 1934, as amended (the "Exchange Act"), a registration statement on Form S-4

(File No. 333-105330), including a Prospectus, covering the registration of the

offer and sale of the New Notes in the Exchange Offer; the Shares issuable upon

conversion of the New Notes issued in the Exchange Offer; the Shares that may be

issued solely at the Company's option as payment of interest on the New Notes

issued in the Exchange Offer; and the Shares issuable solely at the Company's

option as payment of the Plus Cash amount. The term "Registration Statement" as

used in this Agreement shall mean such registration statement, including

financial statements, schedules and exhibits, in the form in which it becomes

effective and, in the event of any amendment thereto or the filing of any

abbreviated registration statement pursuant to Rule 462(b) of the Rules and

Regulations relating thereto after the effective date of such registration

statement, shall also mean (from and after the effectiveness of such amendment

or the filing of such abbreviated registration statement) such registration

statement as so amended, together with any such abbreviated registration

statement. The term "Prospectus" as used in this Agreement shall mean the final

prospectus included in the Registration Statement. Notwithstanding the

foregoing, if any revised Prospectus shall be provided to you by the Company for

use in connection with the Exchange Offer that differs from the Prospectus

referred to in the immediately preceding sentence (whether or not such revised

Prospectus is required to be filed with the Commission pursuant to Rule 424(b)

of the Rules and Regulations), the term "Prospectus" shall refer to such revised

Prospectus from and after the time it is first provided to you for such use. Any

reference to the Registration Statement or the Prospectus shall be deemed to

refer to and include the documents incorporated by reference therein pursuant to

Item 13 of Form S-4 under the Securities Act, as of the date of the Registration

Statement or the Prospectus, as the case may be, and any reference to any

amendment or supplement to the Registration Statement or the Prospectus shall be

deemed to refer to and include any documents filed after such date under the

Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Rules

and Regulations of the Commission thereunder, which, upon filing, are

incorporated by reference therein, as required by Item 11 of Form S-4. As used

in this Agreement, the term "Incorporated Documents" means the documents which

at the time are incorporated by reference in the Registration Statement, the

Prospectus or any amendment or supplement thereto. The terms "supplement" and

"amendment" or "supplemented" and "amended" as used herein with respect to the

Prospectus shall include all documents deemed to be incorporated by reference in

the Prospectus that are filed subsequent to the date of the Prospectus and prior

to the termination of the Exchange Offer by the Company with the Commission

pursuant to the Exchange Act and the Rules and Regulations of the Commission

thereunder.



            (b) The Company has prepared and filed, or agrees that prior to or

on the date of commencement of the Exchange Offer (the "Commencement Date") it

will file, with the Commission under the Exchange Act and the Rules and

Regulations of the Commission promulgated thereunder a Statement on Schedule TO

with respect to the Exchange Offer, including the exhibits thereto and any

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