NETGEAR INC (Form: S-1/A, Received: 04/21/2003 17:31:39)

As filed with the Securities and Exchange Commission on April 21, 2003

Registration No. 333-104419

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NETGEAR, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	3577	77-0419172
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

NETGEAR, Inc.

4500 Great America Parkway

Santa Clara, California 95054

(408) 907-8000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Patrick C.S. Lo

Chairman and Chief Executive Officer

NETGEAR, Inc.

4500 Great America Parkway

Santa Clara, California 95054

(408) 907-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


John T. Sheridan, Esq. John B. Turner, Esq. Virginia E. Rosas, Esq. Michael Post, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304-1050 (650) 493-9300		Patrick A. Pohlen, Esq. Laura I. Bushnell, Esq. Latham & Watkins LLP 135 Commonwealth Drive Menlo Park, California 94025 (650) 328-4600

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE





	Proposed Maximum
Title of Each Class of	Aggregate Offering	Amount of
Securities to be Registered	Price(1)(2)	Registration Fee(3)


Common Stock, par value $0.001 per share	$115,000,000	$9,304

(1) Estimated solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) promulgated under the Securities Act of 1933.

(2) Includes shares which the underwriters have the option to purchase to cover over-allotments, if any.

(3) $9,304 was previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS


	Item 13. Other Expenses of Issuance and Distribution.
	Item 14. Indemnification of Officers and Directors.
	Item 15. Recent Sales of Unregistered Securities.
	Item 16. Exhibits and Financial Statement Schedules.
	Item 17. Undertakings.
SIGNATURES
EXHIBIT 10.9
EXHIBIT 10.15
EXHIBIT 10.16
EXHIBIT 10.17
EXHIBIT 10.18
EXHIBIT 10.20
EXHIBIT 10.21
EXHIBIT 10.23
EXHIBIT 10.24
EXHIBIT 10.25
EXHIBIT 10.26
EXHIBIT 10.27
EXHIBIT 10.29
EXHIBIT 10.30

The purpose of this Amendment No. 1 is solely to file certain exhibits to the Registration Statement as set forth below in Item 16(a) of Part II.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all expenses to be paid by the registrant, other than the underwriting discount, in connection with this offering. All amounts shown are estimates except for the registration fee, the NASD filing fee and the Nasdaq National Market listing fee.


		Amount to be
		Paid

SEC registration fee		$	9,304
NASD filing fee			12,000
Nasdaq National Market listing fee			100,000
Printing and engraving			*
Legal fees and expenses			*
Accounting fees and expenses			*
Blue sky fees and expenses (including legal fees)			7,500
Transfer agent and registrar fees			*
Miscellaneous			*

	Total	$	*

* To be completed by amendment.

Item 14. Indemnification of Officers and Directors.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers, directors and other corporate agents in terms sufficiently broad to permit such indemnification under certain circumstances and subject to certain limitations.

The registrant’s certificate of incorporation and bylaws provide that the registrant shall indemnify its directors, officers, employees and agents to the full extent permitted by Delaware General Corporation Law, including in circumstances in which indemnification is otherwise discretionary under Delaware law.

In addition, the registrant has entered into separate indemnification agreements with its directors, officers and certain employees which requires the registrant, among other things, to indemnify them against certain liabilities which may arise by reason of their status as directors, officers or certain other employees. The registrant also intends to maintain director and officer liability insurance, if available on reasonable terms.

These indemnification provisions and the indemnification agreements entered into between the registrant and its officers and directors may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of the registrant and its officers and directors for certain liabilities arising under the Securities Act, or otherwise.

II-1

Item 15. Recent Sales of Unregistered Securities.

The registrant has sold and issued the following securities since April 1, 2000:

      (a)  On March 14, 2003, we promised to grant options to purchase an aggregate of 110,911 shares of our common stock to certain employees at an exercise price to be determined on the date of grant.

      (b) On February 3, 2003, we issued options to purchase an aggregate of 7,000 shares of our common stock at an exercise price of $8.57 per share to an employee.

      (c)  On January 6, 2003, we issued options to purchase an aggregate of 122,500 shares of our common stock at an exercise price of $8.57 per share to an employee.

      (d) On December 16, 2002, we issued options to purchase an aggregate of 10,500 shares of our common stock at an exercise price of $8.57 per share to certain employees.

      (e)  On December 6, 2002, we issued options to purchase an aggregate of 53,375 shares of our common stock at an exercise price of $8.57 per share to certain employees.

      (f)  On November 4, 2002, we issued options to purchase an aggregate of 105,000 shares of our common stock at an exercise price of $6.00 per share to an employee.

      (g) On October 31, 2002, we issued options to purchase an aggregate of 298,900 shares of our common stock at an exercise price of $6.00 per share to certain employees.

      (h) On October 30, 2002, we issued options to purchase an aggregate of 220,127 shares of our common stock at an exercise price of $6.00 per share to certain employees pursuant to our 2002 stock option exchange program.

      (i)  On September 11, 2002, we issued options to purchase an aggregate of 61,250 shares of our common stock at an exercise price of $6.00 per share to Linwood A. Lacy, Jr., a member of our board of directors.

      (j)  On August 31, 2002, we issued options to purchase an aggregate of 70,000 shares of our common stock at an exercise price of $5.54 per share to certain employees.

      (k) On July 31, 2002, we issued options to purchase an aggregate of 464,293 shares of our common stock at an exercise price of $5.10 per share to certain employees.

      (l)  On June 30, 2002, we issued options to purchase an aggregate of 90,125 shares of our common stock at an exercise price of $4.65 per share to certain employees.

      (m) On May 31, 2002, we issued options to purchase an aggregate of 109,375 shares of our common stock at an exercise price of $4.21 per share to certain employees.

      (n) On April 30, 2002, we issued options to purchase an aggregate of 54,250 shares of our common stock at an exercise price of $3.76 per share to certain employees.

      (o) On April 22, 2002, we issued options to purchase an aggregate of 43,750 shares of our common stock at an exercise price of $3.31 per share to Michael Ressner, a former member of our board of directors.

      (p) On March 31, 2002, we issued options to purchase an aggregate of 81,095 shares of our common stock at an exercise price of $3.31 per share to certain employees.

      (q) On March 13, 2002, we granted a fully vested warrant to purchase an aggregate of 218,750 shares of our common stock to Shamrock Capital Advisors, Inc. at an exercise price of $1.29 per share.

II-2

      (r)  On February 8, 2002, we issued options to purchase an aggregate of 851,758 shares of our common stock at an exercise price of $1.29 per share to certain employees.

      (s)  On February 7, 2002, we issued and sold an aggregate of 10,937,386 shares of Series C Preferred Stock to our investors at the time at a purchase price of $1.29 per share. The Series C Preferred Stock is convertible into an equal number of shares of common stock, subject to future adjustments for dilution.

      (t)  On April 26, 2001, we issued options to purchase an aggregate of 90,125 shares of our common stock at an exercise price of $8.57 per share to certain employees.

      (u) On March 20, 2001, we issued options to purchase an aggregate of 52,500 shares of our common stock at an exercise price of $8.57 per share to certain employees.

      (v) On January 30, 2001, we issued options to purchase an aggregate of 372,313 shares of our common stock at an exercise price of $8.57 per share to certain employees.

      (w) On October 24, 2000, we issued options to purchase an aggregate of 635,600 shares of our common stock at an exercise price of $8.57 per share to certain employees.

      (x) On August 29, 2000, we issued options to purchase an aggregate of 614,250 shares of our common stock at an exercise price of $7.25 per share to certain employees.

      (y) On July 18, 2000, we issued options to purchase an aggregate of 430,500 shares of our common stock at an exercise price of $4.88 per share to certain employees.

      (z)  On April 5, 2000, we issued options to purchase an aggregate of 3,531,551 shares of our common stock at an exercise price of $4.51 per share to certain employees.

The issuance of securities describe in item 15(a) through 15(z) were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) or Rule 701 of the Securities Act as transactions by an issuer not involving any public offering. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. The sale of these securities were made without general solicitation or advertising.

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed herewith:


Exhibit
Number			Exhibit Title

	1	.1	Form of Underwriting Agreement.**
	3	.1	Amended and Restated Certificate of Incorporation of registrant.**
	3	.2	Form of Amended and Restated Certificate of Incorporation of registrant to be effective prior to the closing of the initial public offering.**
	3	.3	Form of Amended and Restated Certificate of Incorporation of registrant to be filed after the closing of the initial public offering.**
	3	.4	Bylaws of the registrant, and Certificate of Amendment No. 1 of the Bylaws, dated January 11, 2002.**
	3	.5	Bylaws of the registrant to be effective upon the closing of the initial public offering.**
	4	.1	Form of registrant’s common stock certificate.*
	4	.2	Amended and Restated Investor Rights Agreement, dated February 7, 2002, by and between the registrant and the individuals and entities listed therein.**

II-3


Exhibit
Number			Exhibit Title

	4	.3	Common Stock Warrant Agreement, dated March 13, 2002, issued by the registrant to Shamrock Capital Advisors, Inc.**
	5	.1	Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.*
	10	.1	Form of Indemnification Agreement for directors and officers.**
	10	.2	2000 Stock Option Plan and forms of agreements thereunder.**
	10	.3	2003 Stock Plan and forms of agreements thereunder to be effective upon the closing of the initial public offering.**
	10	.4	2003 Employee Stock Purchase Plan to be effective upon the closing of the initial public offering.**
	10	.5	Employment Agreement, dated December 3, 1999, between the registrant and Patrick C.S. Lo.**
	10	.6	Employment Agreement, dated July 15, 2002, between the registrant and Ray Robidoux.**
	10	.7	Employment Agreement, dated August 10, 2001, between the registrant and Jonathan R. Mather.**
	10	.8	Employment Agreement, dated December 9, 1999 between the registrant and Mark G. Merrill.**
	10	.9	Employment Agreement, dated October 14, 2002, between the registrant and Leslie A. Adams.
	10	.10	Employment Agreement, November 4, 2002, between the registrant and Michael F. Falcon.**
	10	.11	Employment Agreement, dated January 6, 2003 between the registrant and Charles T. Olson.**
	10	.12	Subordinated Unsecured Convertible Promissory Note, dated February 7, 2002, issued by the registrant to Nortel Networks Limited.**
	10	.13	Loan and Security Agreement, dated July 25, 2002, between the registrant and Comerica Bank-California.**
	10	.14	Standard Office Lease, dated December 3, 2001, between the registrant and Dell Associates II-A, and First Amendment to Standard Office Lease, dated March 21, 2002.**
	10	.15†	Distributor Agreement, dated March 1, 1997, between the registrant and Tech Data Product Management, Inc.
	10	.16†	Distributor Agreement, dated March 1, 1996, between the registrant and Ingram Micro Inc., as amended by Amendment dated October 1, 1996 and Amendment No. 2 dated July 15, 1998.
	10	.17†	Non-exclusive Distributor Agreement, dated September 25, 1995, between registrant and Computer 2000 AG, as amended by Amendment dated September 30, 1996.
	10	.18†	Master Purchase Agreement, dated February 11, 2003, between the registrant and Lite-On Technology Corporation.
	10	.19	OEM Terms and Conditions, dated June 1, 1996, between the registrant and Delta Electronics, Inc.**
	10	.20†	Vendor Agreement, dated September 24, 2001, between the registrant and Best Buy Co., Inc.
	10	.21†	Product Service Addendum to the Vendor Agreement, dated September 21, 2001, between the registrant and Best Buy Co., Inc., and Addendum Consignment Agreement to the Vendor Agreement, dated January 1, 2002.
	10	.22†	Global Vendor Program Agreement, dated February 1, 2003, between the registrant and Staples the Office Superstore, Inc., as amended by Consignment Amendment dated May 21, 2002.*
	10	.23†	Vendor Agreement, dated March 26, 1998, between the registrant and Fry’s Electronics, Inc.
	10	.24†	Retail Outlet Retailer Agreement, dated April 1, 1998, between the registrant and Circuit City Stores, Inc.
	10	.25†	Warehousing Agreement, dated July 5, 2001, between the registrant and APL Logistics Americas, Ltd.
	10	.26†	Distribution Operation Agreement, dated April 27, 2001, between the registrant and Furness Logistics bv.
	10	.27†	Distribution Operation Agreement, dated December 1, 2001, between the registrant and Kerry Logistics (Hong Kong) Limited.

II-4


Exhibit
Number			Exhibit Title

	10	.28	Services Agreement, dated March 11, 2000, between the registrant and TRINET Employer Group, Inc.**
	10	.29†	Wholesale Vendor Agreement, dated August 28, 2002, between the registrant and Costco Wholesale Corporation and The Price Company.
	10	.30†	Master Purchase Agreement, dated March 27, 2003, between the registrant and Cameo Communications Corporation.
	21	.1	List of subsidiaries.**
	23	.1	Consent of Deloitte & Touche LLP, Independent Auditors.**
	23	.2	Report of Deloitte & Touche LLP, Independent Auditors, on Financial Statement Schedule.**
	23	.3	Consent of PricewaterhouseCoopers LLP, Independent Accountants.**
	23	.4	Report of PricewaterhouseCoopers LLP, Independent Accountants, on Financial Statement Schedule.**
	23	.5	Consent of Counsel (included in Exhibit 5.1).*
	24	.1	Power of Attorney (see page II-6 of the Registration Statement).**
	99	.1	Schedule II — Valuation and Qualifying Accounts.**

* To be filed by amendment.


**	Previously filed.


	†	Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification by the registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14 above or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, County of Santa Clara, State of California, on the 21st day of April, 2003.

NETGEAR, INC.

By: /s/ PATRICK C.S. LO

Patrick C.S. Lo

(Principal Executive Officer)

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated:



Signature		Title	Date


/s/ PATRICK C.S. LO Patrick C.S. Lo		Chairman and Chief Executive Officer (Principal Executive Officer)	April 21, 2003

/s/ JONATHAN MATHER Jonathan Mather		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	April 21, 2003

* Timothy M. Brown		Director	April 21, 2003

* Linwood A. Lacy, Jr.		Director	April 21, 2003

* Gerald A. Poch		Director	April 21, 2003

* Gregory J. Rossmann		Director	April 21, 2003

* Stephen D. Royer		Director	April 21, 2003

*By:	/s/ JONATHAN MATHER Jonathan Mather Attorney-in-Fact		April 21, 2003

II-6

EXHIBIT INDEX


Exhibit
Number			Exhibit Title

	1	.1	Form of Underwriting Agreement.**
	3	.1	Amended and Restated Certificate of Incorporation of registrant.**
	3	.2	Form of Amended and Restated Certificate of Incorporation of registrant to be effective prior to the closing of the initial public offering.**
	3	.3	Form of Amended and Restated Certificate of Incorporation of registrant to be filed after the closing of the initial public offering.**
	3	.4	Bylaws of the registrant, and Certificate of Amendment No. 1 of the Bylaws, dated January 11, 2002.**
	3	.5	Bylaws of the registrant to be effective upon the closing of the initial public offering.**
	4	.1	Form of registrant’s common stock certificate.*
	4	.2	Amended and Restated Investor Rights Agreement, dated February 7, 2002, by and between the registrant and the individuals and entities listed therein.**
	4	.3	Common Stock Warrant Agreement, dated March 13, 2002, issued by the registrant to Shamrock Capital Advisors, Inc.**
	5	.1	Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.*
	10	.1	Form of Indemnification Agreement for directors and officers.**
	10	.2	2000 Stock Option Plan and forms of agreements thereunder.**
	10	.3	2003 Stock Plan and forms of agreements thereunder to be effective upon the closing of the initial public offering.**
	10	.4	2003 Employee Stock Purchase Plan to be effective upon the closing of the initial public offering.**
	10	.5	Employment Agreement, dated December 3, 1999, between the registrant and Patrick C.S. Lo.**
	10	.6	Employment Agreement, dated July 15, 2002, between the registrant and Ray Robidoux.**
	10	.7	Employment Agreement, dated August 10, 2001, between the registrant and Jonathan R. Mather.**
	10	.8	Employment Agreement, dated December 9, 1999 between the registrant and Mark G. Merrill.**
	10	.9	Employment Agreement, dated October 14, 2002, between the registrant and Leslie A. Adams.
	10	.10	Employment Agreement, November 4, 2002, between the registrant and Michael F. Falcon.**
	10	.11	Employment Agreement, dated January 6, 2003 between the registrant and Charles T. Olson.**
	10	.12	Subordinated Unsecured Convertible Promissory Note, dated February 7, 2002, issued by the registrant to Nortel Networks Limited.**
	10	.13	Loan and Security Agreement, dated July 25, 2002, between the registrant and Comerica Bank-California.**
	10	.14	Standard Office Lease, dated December 3, 2001, between the registrant and Dell Associates II-A, and First Amendment to Standard Office Lease, dated March 21, 2002.**
	10	.15†	Distributor Agreement, dated March 1, 1997, between the registrant and Tech Data Product Management, Inc.
	10	.16†	Distributor Agreement, dated March 1, 1996, between the registrant and Ingram Micro Inc., as amended by Amendment dated October 1, 1996 and Amendment No. 2 dated July 15, 1998.
	10	.17†	Non-exclusive Distributor Agreement, dated September 25, 1995, between registrant and Computer 2000 AG, as amended by Amendment dated September 30, 1996.
	10	.18†	Master Purchase Agreement, dated February 11, 2003, between the registrant and Lite-On Technology Corporation.
	10	.19	OEM Terms and Conditions, dated June 1, 1996, between the registrant and Delta Electronics, Inc.**
	10	.20†	Vendor Agreement, dated September 24, 2001, between the registrant and Best Buy Co., Inc.


Exhibit
Number			Exhibit Title

	10	.21†	Product Service Addendum to the Vendor Agreement, dated September 21, 2001, between the registrant and Best Buy Co., Inc., and Addendum Consignment Agreement to the Vendor Agreement, dated January 1, 2002.
	10	.22†	Global Vendor Program Agreement, dated February 1, 2003, between the registrant and Staples the Office Superstore, Inc., as amended by Consignment Amendment dated May 21, 2002.*
	10	.23†	Vendor Agreement, dated March 26, 1998, between the registrant and Fry’s Electronics, Inc.
	10	.24†	Retail Outlet Retailer Agreement, dated April 1, 1998, between the registrant and Circuit City Stores, Inc.
	10	.25†	Warehousing Agreement, dated July 5, 2001, between the registrant and APL Logistics Americas, Ltd.
	10	.26†	Distribution Operation Agreement, dated April 27, 2001, between the registrant and Furness Logistics bv.
	10	.27†	Distribution Operation Agreement, dated December 1, 2001, between the registrant and Kerry Logistics (Hong Kong) Limited.
	10	.28	Services Agreement, dated March 11, 2000, between the registrant and TRINET Employer Group, Inc.**
	10	.29†	Wholesale Vendor Agreement (Basic), dated August 28, 2002, between the registrant and Costco Wholesale Corporation and The Price Company.
	10	.30†	Master Purchase Agreement, dated March 27, 2003, between the registrant and Cameo Communications Corporation.
	21	.1	List of subsidiaries.**
	23	.1	Consent of Deloitte & Touche LLP, Independent Auditors.**
	23	.2	Report of Deloitte & Touche LLP, Independent Auditors, on Financial Statement Schedule.**
	23	.3	Consent of PricewaterhouseCoopers LLP, Independent Accountants.**
	23	.4	Report of PricewaterhouseCoopers LLP, Independent Accountants, on Financial Statement Schedule.**
	23	.5	Consent of Counsel (included in Exhibit 5.1).*
	24	.1	Power of Attorney (see page II-6 of the Registration Statement).**
	99	.1	Schedule II — Valuation and Qualifying Accounts.**

* To be filed by amendment.


**	Previously filed.


	†	Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

EXHIBIT - 10.9

NETGEAR, INC.

LESLIE A. ADAMS EMPLOYMENT AGREEMENT

This Agreement is entered into as of OCTOBER 14, 2002, (the "EFFECTIVE DATE") by and between NETGEAR, INC. (the "COMPANY"), and LESLIE A. ADAMS ("EXECUTIVE").

1. Duties and Scope of Employment.

(a) Positions and Duties. As of the Effective Date, Executive will serve as VICE PRESIDENT OF MARKETING of the Company. Executive will render such business and professional services in the performance of her duties, consistent with Executive's position within the Company, as shall reasonably be assigned to her by the Company's Chief Executive Officer, President, Chief Financial Officer and/or Board of Directors (the "BOARD"). The period of Executive's employment under this Agreement is referred to herein as the "EMPLOYMENT TERM."

(b) Obligations. During the Employment Term, Executive will perform her duties faithfully and to the best of her ability and will devote her full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

2. At-Will Employment. The parties agree that Executive's employment with the Company will be "at-will" employment and may be terminated at any time with or without cause or notice. Executive understands and agrees that neither her job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of her employment with the Company.

3. Compensation.

(a) Base Salary. During the Employment Term, the Company will pay Executive as compensation for her services a base salary at the annualized rate of TWO HUNDRED AND FIFTEEN THOUSAND DOLLARS ($215,000) (the "BASE SALARY"). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be subject to the usual, required withholding. Executive's salary will be reviewed by the Company from time to time (but no more frequently than annually), and may be subject to adjustment based upon various factors including, but not limited to, Executive's performance and the Company's profitability. Any adjustment to Executive's salary shall be in the sole discretion of the Company.

(b) MBO Bonus. Executive will be eligible to receive an annual target bonus of up to forty percent (40%) of the earned Base Salary for such year based upon the Company's achievement of various financial and/or other goals established by the Board. All MBO bonuses will be subject to applicable withholding and taxes.

(c) Stock Option. Following Executive's written acceptance of these terms and subject to the approval of the Board, Executive will be granted an option, subject to the Board's approval, to purchase one hundred thousand (100,000) shares of the Company's common stock under the Company's stock option plan at an exercise price as approved by the Board (the "OPTION"). The vesting of the Option will be as follows: the Option will vest over a four year period with 25% of the shares vesting on the first anniversary of the date you commence employment with the Company, and 1/48th of the shares vesting monthly for three years thereafter. The Option will be subject to the terms, definitions and provisions of the Company's Stock Plan (the "OPTION PLAN") and the stock option agreement by and between Executive and the Company (the "OPTION AGREEMENT"), both of which documents are incorporated herein by reference.

(d) Relocation and Temporary Living Reimbursement. During the Employment Term, and in accordance with the Relocation Policy attached hereto and incorporated by reference, the Company will reimburse Executive for:
(i) reasonable moving expenses incurred by Executive and her family during their relocation from Executive's primary residence to the Company location area, and
(ii) reasonable temporary housing and living expenses to be mutually agreed to by the Company and Executive, which shall include a temporary housing allowance of up to $3,000 per month (to cover any increase in the mortgage/rental obligations incurred by Executive as compared to Executive's most recent permanent residence) for up to two (2) years after Executive moves out of temporary housing approved by the Company. The total of all such amounts shall not exceed those amounts set forth in the Relocation Policy.

4. Employee Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company's group medical, dental, vision, and disability plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time.

6. Severance.

(a) Involuntary Termination. If Executive's employment with the Company terminates other than voluntarily or for "Cause" (as defined in Paragraph 9 of this Agreement), and Executive signs and does not revoke a standard release of claims with the Company, then, Executive shall be entitled to receive severance payments at Executive's final base salary rate plus targeted commission, less applicable withholding, until twenty-six (26) weeks after the date of termination without Cause. Severance payments will be made in accordance with the Company's normal payroll procedures. During the period in which Executive is receiving severance payments, Company will reimburse Executive and her family for COBRA premiums, assuming Executive remains eligible during the entire Severance Period. In addition, if Executive's employment terminates other than voluntarily or for "Cause" (as defined herein), Executive will be entitled to continue to have stock options vest during the one year period immediately following the date of such termination.

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7. Voluntary Termination; Termination for Cause. If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitation, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

8. Change of Control/Good Reason.

(a) If within one year following any Change of Control (as defined below) Executive's employment is terminated without Cause or voluntarily by Executive for Good Reason, Executive will receive two years acceleration of any unvested portion of the Option.

(b) For purposes of this Agreement, a "CHANGE OF CONTROL" of the Company shall be deemed to have occurred if at any time after the Effective Date:

(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company's then-outstanding securities entitled to vote generally in the election of directors; or

(ii) the Company (A) is party to a merger, consolidation or exchange of securities which results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue to hold at least 50% of the combined voting power of the voting securities of the Company, the surviving entity or a parent of the surviving entity outstanding immediately after such merger, consolidation or exchange, or (B) sells or disposes of all or substantially all of the Company's assets (or any transaction having similar effect is consummated), or (C) the individuals constituting the Board immediately prior to such merger, consolidation, exchange, sale or disposition shall cease to constitute at least 50% of the Board, unless the election of each director who was not a director prior to such merger, consolidation, exchange, sale or disposition was approved by a vote of at least two-thirds of the directors then in office who were directors prior to such merger, consolidation, exchange, sale or disposition.

(c) For purposes of this Agreement, "GOOD REASON" means any of the following conditions, which condition(s) remain(s) in effect 10 days after written notice to the Board from you of such condition(s):

(i) a material decrease in your target annual compensation; or

(ii) a material, adverse change in your authority, responsibilities or duties, as measured against your authority, responsibilities or duties immediately prior to such change.

(iii) notwithstanding the foregoing, for the purposes of this Agreement in no event will you have Good Reason to resign due merely to a change of title or a change

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in your reporting caused by a change of control or discontinuance or modification of any duties and responsibilities solely related to the operation of a public company

9. Definition of Cause. For purposes of this Agreement, "CAUSE" is defined as (i) an act of dishonesty made by Executive in connection with Executive's responsibilities as an employee, (ii) Executive's conviction of, or plea of nolo contendere to, a felony, (iii) Executive's gross misconduct, or
(iv) Executive's continued violation of her employment duties after Executive has received a written demand for performance from the Company which specifically sets forth the factual basis for the Company's belief that Executive has not substantially performed her duties.

10. Confidential Information. Executive agrees to enter into the Company's standard Confidential Information and Invention Assignment Agreement (the "CONFIDENTIAL INFORMATION AGREEMENT") upon commencing employment hereunder, and to abide by its terms during and after her employment with the Company.

11. Non-Solicitation. Until the date one (1) year after the termination of Executive's employment with the Company for any reason, Executive agrees and acknowledges that Executive's right to receive the severance payments set forth in Section 6 (to the extent Executive is otherwise entitled to such payments) shall be conditioned upon Executive not either directly or indirectly soliciting, inducing, attempting to hire, recruiting, encouraging, taking away, hiring any employee of the Company or causing an employee to leave his or her employment either for Executive or for any other entity or person.

12. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive's death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive's right to compensation or other benefits will be null and void.

13. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given (i) on the date of delivery if delivered personally, (ii) one (1) day after being sent by a well established commercial overnight service, or (iii) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

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If to the Company:

NETGEAR, Inc.
4500 Great America Parkway
Santa Clara, CA 95054

Attn: Chief Executive Officer

If to Executive:

at the last residential address known by the Company.

14. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

15. Co-Employment. Executive acknowledges and agrees that for the purposes of the provision of human resource services including employee relations, payroll and the provision of certain employee benefits that the Company will be in a co-employment relationship with TriNet Employer Group, Inc. ("TRINET"), and to that extent Executive will be in an employment relationship with the Company and TriNet. Nothing about this paragraph creates any new rights in your favor, nor any new obligations on the part of either TriNet or the Company not already contained in, nor otherwise modifies the terms and conditions of, the Service Agreement between the Company and TriNet.

16. Arbitration.

(a) General. In consideration of Executive's service to the Company, its promise to arbitrate all employment related disputes and Executive's receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive's service to the Company under this Agreement or otherwise or the termination of Executive's service with the Company, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the "RULES") and pursuant to California law. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination or wrongful termination and any statutory claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.

(b) Procedure. Executive agrees that any arbitration will be administered by the American Arbitration Association ("AAA") and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will allow for discovery according to the rules set forth in the California Code of Civil

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Procedure. Executive agrees that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Executive agrees that the arbitrator shall issue a written decision on the merits. Executive also agrees that the arbitrator shall have the power to award any remedies, including attorneys' fees and costs, available under applicable law. The Parties understand that the Arbitrator shall issue a written decision in support of her award. Executive understands the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA except that Executive shall pay the first $200.00 of any filing fees associated with any arbitration Executive initiates. Executive agrees that the arbitrator shall administer and conduct any arbitration in a manner consistent with the Rules and that to the extent that the AAA's National Rules for the Resolution of Employment Disputes conflict with the Rules, the Rules shall take precedence.

(c) Remedy. Except as provided by the Rules, arbitration shall be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

(d) Availability of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, Executive agrees that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or the Confidentiality Agreement or any other agreement regarding trade secrets, confidential information, nonsolicitation or Labor Code Section 2870. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys fees.

(e) Administrative Relief. Executive understands that this Agreement does not prohibit Executive from pursuing an administrative claim with a local, state or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission or the workers' compensation board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim.

(f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understand it, including that Executive is waiving Executive's right to a jury trial. Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive's choice before signing this Agreement.

17. Integration. This Agreement, together with the Relocation Plan, the Option Plan, Option Agreement and the Confidential Information Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any

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of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.

18. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

19. Governing Law. This Agreement will be governed by the laws of the State of California.

20. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from her private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.

COMPANY:

NETGEAR, INC.

By: /s/ Jonathan Mather                          Date: 4/03/03
   _________________________________                  __________________________

Name: Jonathan Mather

Title: Chief Financial Officer

EXECUTIVE:

/s/ Leslie A. Adams                              Date: 4/03/03
____________________________________                  __________________________

LESLIE A. ADAMS

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.15

DISTRIBUTOR AGREEMENT
between
TECH DATA PRODUCT MANAGEMENT, INC.
and
NETGEAR, INC.

NETGEAR Agreement Number: N130 Effective Date: March 1, 1997 Term: 1 Year

Tech Data Product Management, Inc, a corporation organized under the laws of Florida having a place of business located at 5350 Tech Data Drive, Clearwater, FL 34620 ("Distributor") and NETGEAR, Inc. ("NETGEAR"), a wholly owned subsidiary of Bay Networks, Inc., organized under the laws of the State of Delaware, having a place of business at 4401 Great America Parkway, Santa Clara, California, USA, agree that the following terms govern the purchase, sale, and licensing of Products (as defined below) between the parties.

NOTICES:

All notices given under the Agreement are to be in writing. Notices of a legal nature shall be sent via registered or certified mail return receipt requested, postage prepaid. All other notices will be sent via telefax with a confirming "hard" copy to follow sent via mail, courier service or otherwise delivered to the party to be notified. Notices of whatever nature shall be addressed to the following address, or to such other address as may have been substituted by written notice:

      To Distributor:                             To NETGEAR:
      Tech Data Product Management, Inc.          4401 Great America Parkway
      5350 Tech Data Drive                        P.O. Box 58185
      Clearwater, FL 34620                        Santa Clara, CA 95052-8185
      Attn: Tamra Muir                            Attn: Patricia Dutra-Gerard
      Vice President - Marketing Operations
      cc: Contracts Administration

DISTRIBUTOR AND NETGEAR ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT TOGETHER
WITH THE ATTACHED EXHIBIT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS
AND CONDITIONS.

AGREED:                                          AGREED:

Tech Data Product Management, Inc.               NETGEAR, Inc.

By: /s/ PEGGY K. CALDWELL                        By: /s/ [ILLEGIBLE]
    ---------------------                            --------------------------
      (authorized signature)                           (authorized signature)

Name: PEGGY K. CALDWELL                          Name: Lloyd Carney
      (type or print)                                  (type or print)

Title: Sr. V.P. Marketing                        Title: Exec. V.P. GM Enterprise
                                                        Business Group

Date: 4/11/97                                    Date: 4/18/97

Tech Data NETGEAR Distributor Agreement                         031797

1. APPOINTMENT

Subject to Distributor's performance of its obligations under this Agreement, Distributor is appointed as a non-exclusive NETGEAR Distributor and may purchase certain equipment ("Hardware") and licenses for software including revisions and updates ("Software"), as are listed in NETGEAR's then-current price list (the "Price List") for resale within the Territory as defined below. For the purposes of this Agreement, Hardware and Software shall be collectively referred to as "Products" unless stated otherwise. For the purposes of this provision, "Distributor" shall mean a company acquiring Products directly from NETGEAR for resale or license to dealers or other second tier resellers which in turn resell or license the Products to end user customers.

2. TERRITORY

Except as may be otherwise provided by law, Distributor may not distribute or re-export any Products outside of the Territory identified herein as the United States without the specific written consent of NETGEAR. In the event that Distributor wishes to expand the scope of the Territory and is able to adequately sell and support Products within the additional region, then upon the approval of NETGEAR, the parties may choose by written agreement to modify the Territory.

3. ORDERS

A. Distributor may purchase Products by placing orders under this Agreement which are accepted by NETGEAR. No order will be effective until accepted by delivery of NETGEAR's order acknowledgment. NETGEAR will use reasonable efforts to transmit an acknowledgment in writing within 5 days of receipt of an acceptable order. Distributor agrees that each order placed with NETGEAR for Products shall be governed by this Agreement, regardless of any additional or conflicting term in Distributor's order, unless otherwise agreed to in writing by the parties. Unless otherwise specifically stated in the Order, all Orders accepted by NETGEAR shall be deemed to be for immediate release. Orders may be sent by telefax or other electronic media approved by NETGEAR and must specify:

(a) Distributor's Purchase Order number;

(b) Product and/or Service number and description for each item ordered;

(d) Purchase price for each Product or Service ordered;

(e) Tax status, including exemption certificate number if tax exempt;

(f) Preferred shipping method; and

(g) Exact "Bill to" and "Ship to" address.

B. MINIMUM/STANDARD LOT SIZES. Products must be ordered in the minimum and/or standard lot size quantities specified in the Price Schedule. Orders for less than minimum or non-standard lot size quantities of any Product may, at NETGEAR's discretion, be rejected.

4. PRICES, PRICE LIST, TAXES AND PAYMENT

A. PRICES. Prices for Products are those set out in NETGEAR's Price List, less the applicable discount specified in Exhibit 1. All Product prices are F.O.B. NETGEAR's point of shipment, except as specified in Section 5 D.

B. CHANGES. NETGEAR may modify the Price List at any time, including changes to the Products or their corresponding list prices, but NETGEAR will provide Distributor with written notice thirty days in advance of the effective date of any price increase or Product deletion. Price decreases will apply to the

Tech Data NETGEAR Distributor Agreement 2 031797

corresponding Products that are shipped by NETGEAR on or after the effective date of the list price decrease. In the event of a List Price increase for any of the Products, NETGEAR will extend to Distributor the price in effect at the time the Distributor's order is acknowledged by NETGEAR provided that such order was placed prior to the announcement of the list price increase and further provided that Distributor requests shipment of the order within 60 days of the effective date of the list price increase.

C. INVENTORY PRICE PROTECTION. In the event of a list price decrease on any of the Products, Distributor may apply for a credit on those units of Product: a) which were shipped by NETGEAR to Distributor prior to the effective date of the list price decrease and remain unsold in Distributor's inventory or are being returned under open RMA's or are in the inventories of certain mutually agreed to Distributor retail accounts ("Named Accounts") as listed in Exhibit 3 to this Agreement on the effective date of the list price decrease or
b) which were in transit between NETGEAR and Distributor on the effective date of the list price decrease.

The amount of the credit on any unit shall be equal to the difference between the Distributor's actual purchase price paid minus any prior credits and allowances, and the new lower purchase price.

In order to receive a credit, Distributor a) must submit to NETGEAR within thirty (30) days of the effective date of the list price decrease, a report of inventory eligible for the price credit and must have submitted its regular monthly inventory report on time, according to Section 11, in each of the three months prior to the effective date of the list price decrease. Upon verification by NETGEAR of the eligible units and credit amounts, NETGEAR will issue a credit to the Distributor's account.

D. TAXES AND OTHER LEVIES. Prices are exclusive of any tax, value-added tax, fee, duty or governmental charge, however designated (except for NETGEAR's franchise taxes or for taxes on NETGEAR's net income) which may be levied or based on the Products, their sale, importation, use, or possession, or on this Agreement, Distributor shall be responsible for franchise taxes, sales and use taxes or other similar taxes (excluding taxes on NETGEAR's income) and such taxes shall be paid by Distributor to NETGEAR unless Distributor provides NETGEAR with a valid certificate of exemption acceptable to the appropriate taxing or governmental authority. No taxes of any type shall be added to invoices without the prior written consent of Distributor.

E. PAYMENT. Except as may be specifically authorized in writing by NETGEAR, and subject to NETGEAR's continuing approval of Distributor's credit status and financial condition, Distributor will pay NETGEAR for all Products ordered by Distributor within thirty days of the date the corresponding invoice is issued by NETGEAR. NETGEAR, in its sole discretion, reserves the right to specify, and to change from time to time, Distributor's credit line and payment terms. All payments are to be made in U.S. dollars. Payment for shipments made outside of the United States shall be made by wire transfer in accordance with wire transfer procedures provided by NETGEAR. If at any time Distributor is delinquent in the payment of any invoice, exceeds the credit line established by NETGEAR, or is otherwise in material breach of the Agreement and Distributor fails to cure said breach within 30 days, NETGEAR may, in its discretion, withhold shipment (including partial shipments) of any order or may require Distributor to pay cash on delivery for further shipments. The foregoing notwithstanding, Distributor shall not be deemed in default under this provision if Distributor withholds payment of amounts legitimately in dispute on any invoice provided that (1 )Distributor promptly pays the undisputed portion of the invoice in accordance with the terms of this Agreement; (2) Distributor provides NETGEAR with written notice of the disputed amount within 10 days of receipt of the invoice; and (3) Distributor works in good faith with NETGEAR to resolve any dispute within a commercially reasonable time period.

5. SHIPMENT, CANCELLATION, RETURNS, TITLE, RISK OF LOSS

Tech Data NETGEAR Distributor Agreement 3 031797

A. SHIPMENT. Unless otherwise instructed by Distributor, NETGEAR will ship Products ordered by Distributor using the method and carrier specified in Distributor's then current Routing Guide, as may be amended from time to time by written notice from Distributor. The version of the Routing Guide which is in force on the Effective Date of this Agreement is attached to and made a part of this Agreement as Exhibit 2. Distributor is responsible for all freight, handling, insurance and other transportation charges, and agrees to pay all such charges if separately identified on NETGEAR's invoice. NETGEAR will ship freight collect, uninsured, if so instructed by Distributor's order.

B. CANCELLATION AND RESCHEDULING. Distributor may not cancel or reschedule any order, in whole or in part, less than five business days prior to the corresponding shipment date specified in NETGEAR's order acknowledgment.

C. RETURNS. Products received by Distributor as a result of an error by NETGEAR in shipment may be returned for credit. Such credit will include an amount equal to the purchase price of the Product shipped in error as well as the cost of return freight paid by Distributor to return the Product to NETGEAR. Products with defects covered by the warranty may be returned for remedy under the warranty. Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. NETGEAR will use best efforts to respond to Distributor's request for an RMA number within 5 business days of receipt of the request. Distributor should return the Product to NETGEAR, with shipping charges prepaid. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be refused.

D. TITLE, RISK OF LOSS. For all shipments, title to the Hardware passes to Distributor when presented by NETGEAR or its agent to the carrier, from which point Distributor is responsible for risk of all loss, damage to, or theft of all Products.

6. SOFTWARE LICENSES

A. INTERNAL USE BY DISTRIBUTOR. Distributor may purchase for its internal use licenses to Software and accompanying documentation by placing orders under this Agreement. Distributor's right to use the Software is subject to the "shrink-wrap" license agreement with the Software and in its accompanying documentation shipped by NETGEAR to Distributor.

B. DISTRIBUTION OF SOFTWARE LICENSES TO END-USERS. Distributor may procure and distribute Software and accompanying documentation by placing orders under this Agreement. The terms of the licenses for such Software to which end-users are subject are included as a "shrink-wrap" license agreement with the Software and in its accompanying documentation when shipped by NETGEAR (the "License Agreement"). Distributor agrees that for each Software product it procures under this Agreement, Distributor will (i) deliver the License Agreement to its customers, provided that said License Agreement is provided by NETGEAR to Distributor, and (ii) use commercially reasonable efforts to inform its resale customers of the requirement to deliver the License Agreement to their end-user customers in the form supplied by NETGEAR with the Products.

C. LIMITATIONS. Distributor may not, nor authorize its customers to translate, decompile, disassemble, use for any competitive analysis, or reverse engineer the Software or its documentation, in any way. Distributor agrees to not translate, nor authorize others to translate any portion of the Software or associated documentation into any other format or foreign language without the prior written consent of NETGEAR. In no event will Distributor grant the U.S. Government rights in any Software greater than those set out in subparagraphs
(a) through (d) of the Commercial Computer Software - Restricted Rights clause at FAR 52,227-19 and the limitations for civilian agencies set out the License Agreement; and

Tech Data NETGEAR Distributor Agreement 4 031797

subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252,227-7013 for agencies of the Department of Defense.

7. WARRANTIES

A. WARRANTY PERIOD. The warranty period for each Product is specified in the Price List that is in effect on the date NETGEAR receives Distributor's order, and shall apply regardless of any extended warranty period which Distributor may choose to provide to its customers. NETGEAR reserves the right to change a warranty period for a specific Product but only for orders placed after the effective date of such change, provided that the minimum warranty period for all Products is ninety days, except for those Products specifically identified in the Price List as provided "AS IS" with no warranties.

B. HARDWARE WARRANTY. NETGEAR warrants to end-user that each item of Hardware will be free from defects in workmanship and materials for its respective warranty period which begins on the date of purchase by the end user. Should a Product fail within this warranty period, Distributor shall replace such defective Product from Distributor's inventory and accept return of the failed Product from Distributor's customer. At intervals to be mutually agreed upon between NETGEAR and Distributor, Distributor shall contact NETGEAR to receive a Return Material Authorization number for the collected failed Product. Upon receipt of the failed Product, NETGEAR shall issue a credit to Distributor for Distributor's purchase price of the replacement Product issued, less any prior credits or allowances. The exclusive remedy of Distributor's customer under this warranty is to receive replacement Product from Distributor and NETGEAR's sole obligation and liability under this warranty is to issue an off-setting credit to Distributor for Product returned by Distributor on behalf of its customer because of defects in workmanship or material.

C. SOFTWARE WARRANTY. NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR or NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply.

D. DISTRIBUTOR'S INTERNAL USE WARRANTY. For Products ordered under this Agreement for Distributor's internal use, NETGEAR provides Distributor the same warranties as described above for end-users.

E. GENERAL WARRANTY. NETGEAR warrants that NETGEAR has the right, title, ownership interest and/or marketing rights necessary to provide Products to Distributor as set forth in this Agreement. NETGEAR warrants that the Products, when shipped, will be new, free and clear of all liens and encumbrances and that subject to Distributor paying the applicable prices to NETGEAR as provided for in this Agreement and to the terms of any Software license that accompanies any Software, Distributor shall be entitled to resell or relicense the Products to its customers for use without disturbance by NETGEAR. NETGEAR represents and warrants that the Products, when shipped by NETGEAR, conform to all applicable codes, laws and regulations then in effect in the Territory. NETGEAR agrees that Distributor may pass through to its customers warranties granted by NETGEAR.

F. LIMITATIONS. NETGEAR does not warrant that any item of Software is error-free or that its use will be uninterrupted. NETGEAR is not obligated to remedy any Software defect which cannot be reproduced with the latest revision of the Software. These warranties do not apply to any Product which has been (i) altered, except by NETGEAR or in accordance with its instructions, or (ii) used in conjunction

Tech Data NETGEAR Distributor Agreement 5 031797

with another vendor's product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence.

Distributor shall not alter, enlarge or limit the representations, liabilities or warranties of NETGEAR in any way beyond those expressly set forth in this Agreement. Distributor shall hold harmless and indemnify NETGEAR for any expenses, claims, damages or liability arising from or related to any unauthorized guarantees, warranties or representation made by Distributor, including without limitation, attorneys' fees.

THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT ANY LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY PRODUCT THAT MAY BE FURNISHED BY NETGEAR WHICH IS NOT LISTED IN THE PRICE LIST, OR WHICH IS IDENTIFIED IN THE PRICE LIST AS AN "AS IS" PRODUCT, IS FURNISHED "AS IS" WITH NO WARRANTIES OF ANY KIND.

8. PRODUCT RETURNS

Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. Distributor should return the product to NETGEAR, with shipping charges prepaid. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be rejected.

9. PRODUCT EXCHANGE PRIVILEGES

A. Distributor may return previously purchased Products for replacement by an equal or greater value of different Products, under the following conditions:

a) Distributor may return Products only within the thirty (30) day period following March 31, June 30, September 30 and December 31 of each year.

b) The total value of the returned Products shall not exceed ten percent (10%) of the Net Shipments invoiced by NETGEAR for all Products, less any credits granted, during the three (3) months immediately preceding each of the above dates.

c) The replacement Products are not identical to the returned Products. Distributor shall be invoiced for the replacement Products at prices in effect at the time of return, and credited for the value of the returned products at the prices actually paid by the Distributor less any prior credits.

d) The returned Products are in their original shipping containers and have not been altered, damaged or used.

B. Subject to the following, Distributor may return for replacement previously purchased Product which has had its packaging damaged and is thus rendered unsaleable. Products returned under this provision must be new and unused and, with the exception of the packaging, undamaged. When requesting an RMA for return of Products under this provision, Distributor must advise NETGEAR that the Products are being returned because of damaged packaging. In addition, Distributor must, at that time, place an order for a like quantity of the same Products as replacement for those to be returned. All Products returned under this provision must be returned to NETGEAR with freight charges prepaid. If the quantity of Products returned due to damaged packaging becomes excessive, NETGEAR and Distributor agree to negotiate in good faith limitations or restrictions to be imposed on such returns.

Tech Data NETGEAR Distributor Agreement 6 031797

C. Products which are returned under the Warranty or as a result of erroneous shipment by NETGEAR or because Product packaging has become damaged and unsaleable shall not be included in the ten percent (10%) maximum return above.

D. NETGEAR may, at its sole option, allow Distributor to exchange additional products in order to correct major product mix imbalances in Distributor's inventory or address inventory imbalances resulting from Product obsolescence. Any additional Product exchanges will be subject to terms and conditions mutually agreed to by NETGEAR and Distributor at the time of the exchange.

10. DISTRIBUTOR'S RESPONSIBILITIES

A. PROMOTION AND SALE. Distributor shall sell or license Products only to resale customers which will in-turn resell or transfer the licenses to those Products to end use customers. Distributor may not sell or license Products directly to end use customers without the express written consent of NETGEAR. Distributor agrees to use commercially reasonable efforts to maximize sales of NETGEAR Products.

B. SUPPORT. Distributor shall be the sole point of contact for its resale customers and their end-use customers in all support situations. Distributor shall provide first level support for its customers. NETGEAR shall provide second and third level support to Distributor in order to resolve end user technical problems.

C. TRAINING. Distributor agrees to maintain, and to adequately and thoroughly train on an on-going basis, a sufficient staff of qualified sales, marketing, technical and support personnel familiar with the applications, features, benefits, operation and configuration of the Products so as to effectively promote and support the Products and to assure end-user satisfaction. NETGEAR agrees to provide assistance to Distributor to allow Distributor to comply with the foregoing training responsibility.

11. REPORTS

A. Each month Distributor shall submit a Point of Sale (POS) shipments report covering the preceding month, broken out by Product. The report may be submitted via BBS and shall include, at a minimum, Distributor's reseller's name, address, pan number, quantity shipped and unit cost.

B. Each, month Distributor shall prepare and forward to NETGEAR a weekly report showing Distributor's inventory of the Products purchased and licensed from NETGEAR as of the end of the previous calendar month. The report may be submitted via BBS and shall include, at a minimum the part number and the number of units and purchase value of the inventory remaining by Product.

C. From time to time, but not more than twice per year, NETGEAR may request access to information about the Distributor's business reasonably required to insure that Distributor is in compliance with the terms of this Agreement and the Distributor will grant the right for a NETGEAR representative to visit the Distributor's place of business during normal business hours at a mutually agreed upon time to examine such information. Distributor shall not be charged by NETGEAR nor will it charge NETGEAR a fee of any kind for inspection to information as provided for in this provision.

12. PROPRIETARY RIGHTS AND INFORMATION

A. USE OF PROPRIETARY INFORMATION. "Proprietary Information" includes, without limitation diagnostics, the Software, all documentation for Software, other user manuals, as well as electronically and visually transmitted printed materials and information disclosed by Distributor or NETGEAR, such as

Tech Data NETGEAR Distributor Agreement 7 031797

new product information, financial or technical data, that is marked with a proprietary or confidential legend. Each party agrees to hold the Proprietary Information of the other in confidence and to use the Proprietary Information only for the purposes expressly permitted under this Agreement, and to disclose Proprietary Information only to its employees and contractors as authorized in this Agreement and then only on a need-to-know basis or as may be necessary by reason of legal, accounting or regulatory requirements beyond said party's reasonable control. Each party agrees to maintain adequate internal procedures, including appropriate agreements with employees and authorized third parties, to protect the confidentiality of the Proprietary Information as required by this Agreement. Each party is entitled to appropriate injunctive relief in the event of any unauthorized disclosure or use of its Proprietary Information by the other party.

B. LIMITATIONS. Proprietary Information does not include information which
(i) is rightfully in the receiving party's possession in a complete and tangible form before it is received from the disclosing party, (ii) is or becomes a matter of public knowledge through no fault of the receiving party, (iii) is rightfully furnished to the receiving party by a third party without restriction on disclosure or use, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Proprietary Information.

D. RESERVATION OF RIGHTS. NETGEAR, on behalf of itself and its suppliers, reserves all proprietary rights in and to (i) all designs, engineering details, and other data pertaining to the Products, (ii) all original works, computer programs, fixes, updates (but not Distributor's or end-users' developed programs), discoveries, inventions, patents, know-how and techniques arising out of work done wholly or in part by NETGEAR or its subcontractors in connection with the Agreement, and (iii) any and all products developed as a result of such work.

E. ADMINISTRATIVE PROCEDURES. Distributor is responsible for the security of their own proprietary and confidential information and for maintaining adequate procedures apart from the Products to reconstruct lost or altered files, data or programs.

13. TRADEMARKS AND TRADE NAMES

A. USE OF TRADEMARKS. In the advertising, promotion and distribution of the Products, Distributor agrees to use NETGEAR's and certain of Bay Networks' trade names, logos and trademarks (the "Trademarks") as reasonably instructed in writing by NETGEAR during the term of the Agreement. Solely for this purpose, NETGEAR and Bay Networks grant Distributor a non-exclusive, royalty-free, limited right to use the Trademarks. Distributor will not make or permit the removal or modification of any Trademarks or tags, proprietary notices, labels, or other identifying marks placed by Bay Networks, NETGEAR or their agents on the Products or associated literature. NETGEAR hereby represents and warrants to Distributor that NETGEAR has the right and authority to grant Distributor the right to use the Trademarks in accordance with this Agreement.

B. RIGHTS TO TRADEMARKS. Distributor acknowledges that Bay Networks is the exclusive owner of the Trademarks and except as set forth herein, the use of the Trademarks by Distributor does not convey to Distributor any right, title or interest in or to the Trademarks. Distributor has no claim or right in the Trademarks, service marks, or trade names owned, used or claimed now or in the future by NETGEAR. Distributor agrees that it will not register, nor attempt to register any Trademark or any mark confusingly similar to any Trademark in any jurisdiction unless expressly approved in writing by Bay Networks in advance.

C. NOTIFICATION. In order to assure proper use and protection of Trademarks, Distributor agrees to inform NETGEAR in writing if Distributor purchases any Products with a Trademark or other mark of

Tech Data NETGEAR Distributor Agreement 8 031797

NETGEAR from a source other than NETGEAR, its subsidiaries, or an authorized NETGEAR Distributor.

14. CLAIMS OF INFRINGEMENT

A. INDEMNIFICATION. NETGEAR agrees at its own expense to indemnity, defend and hold harmless Distributor and its customers from and against any and all actions, claims, direct losses, damages or liabilities arising or resulting from any action brought against Distributor or its customers to the extent that it is based on a claim that any Product infringes any patent, copyright, trade mark, trade secret or other valid intellectual property right, and will pay any costs, expenses and damages finally awarded against Distributor or its customers in any such actions which are attributable to any such claim. NETGEAR shall have no liability for any settlement or compromise made without its prior written consent. NETGEAR shall, at its option and expense, (1) procure the right to continue using the Product, (2) replace or modify the Product so that it becomes non-infringing or, if (1) or (2) are not reasonably or economically possible, (3) Distributor may return the Product to NETGEAR for a refund of an amount equal to the Distributor's actual purchase price paid without any depreciation minus any prior credits or allowances if the returned Products are in their original shipping containers and have not been altered, damaged or used.

B. LIMITATIONS. NETGEAR has no liability to Distributor under this section entitled CLAIMS OF INFRINGEMENT with respect to any claim which is based upon or results from (i) the combination of any Product with any equipment, device, firmware or software not furnished or otherwise authorized by NETGEAR, or (ii) any modification of any Product by a party other than NETGEAR, (iii) Distributor's failure to install or have installed changes, revisions or updates as instructed by NETGEAR, or (iv) NETGEAR's compliance with Distributor's or end-user's specifications, designs or instructions.

15. TERM OF AGREEMENT AND TERMINATION

A. TERM. This Agreement will be in effect for one year from the Effective Date and will automatically renew for successive one (1) year periods unless terminated as provided below.

B. TERMINATION. This Agreement may be terminated at any time without cause, by either party upon thirty (30) days prior written notice to the other party. Either party may terminate this Agreement immediately if (i) the other party becomes insolvent, files or has filed against it a petition in bankruptcy, or ceases doing business; or (ii) the other party fails to cure a material breach of the Agreement within thirty (30) days after receipt of written notice of such breach from the party not in default. Upon termination of the Agreement by NETGEAR for Distributor's uncured breach, NETGEAR may cancel all of Distributor's unfulfilled orders without further obligation.

C. INVENTORY REPURCHASE. If NETGEAR cancels this Agreement without cause or if Distributor terminates this Agreement for breach of a material obligation by NETGEAR, NETGEAR shall repurchase from Distributor, at Distributor's option, all Product in Distributor's inventory on the effective date of cancellation, provided NETGEAR verifies that a) the products are in their original shipping containers and have not been altered, damaged or used, and b) the Products have been included in the appropriate monthly inventory reports submitted per Section
11. The repurchase price shall be the price actually paid by Distributor less any prior credits. Upon termination, Distributor agrees contact NETGEAR for an RMA number and to ship the repurchased Products to NETGEAR's plant, freight prepaid.

D. EFFECT OF TERMINATION. Except as otherwise specifically stated in the Agreement, neither party will be liable to the other for damages in any form by reason of the expiration or early termination of the Agreement.

Tech Data NETGEAR Distributor Agreement 9 031797

E. CONTINUING EFFECT. Any expiration or earlier termination of the Agreement does not modify or alter any of the obligations of the parties which accrued prior to such expiration or termination. The sections of the Agreement which address taxes; payments of duties; payment of fees; payment; Indemnification; refunds and credits; inventory repurchase; proprietary rights and information; warranties; foreign reshipment; remedies; limitations; termination and governing law survive any expiration or termination of the Agreement. The section entitled SOFTWARE LICENSES also survives any expiration or termination provided Distributor and end-users continues to comply with the provisions of the applicable software license terms. Except as expressly agreed in writing between the parties, no party is liable to the other for any dollar amounts, costs or damages by reason of the expiration or earlier termination of the Agreement.

16. LIMITATION OF LIABILITY

A. NETGEAR agrees to indemnify Distributor against any claim arising out of or resulting from the Products or the Agreement, provided that any such claim
(i) is attributable to bodily injury, death, or to injury to or destruction of physical property (other than the Products), and (ii) is caused by the negligent act or omission of NETGEAR or a material defect in the Product. This obligation on the part of NETGEAR is subject to Distributor's obligation to (a) give NETGEAR prompt written notice of any such claim, (b) grant NETGEAR control of the defense and settlement of such claim, and (c) assist fully in the defense provided that NETGEAR reimburses Distributor's out-of pocket costs and reasonable expenses. NETGEAR has no liability for any settlement or compromise made without its prior written consent. Under no circumstances is NETGEAR liable for any third-party claims except for those described in this section and in the section entitled CLAIMS OF INFRINGEMENT.

B. NETGEAR, as its expense, agrees to maintain insurance coverage to protect against its liabilities under the Agreement in an amount no less than is reasonable or required by applicable statute. This insurance will include (a) worker's compensation insurance, (b) comprehensive general liability insurance, including coverage for product liability, bodily injury and property damage, and
(c) automobile liability insurance. Upon Distributor's written request, NETGEAR will furnish the applicable certificate of insurance which certificate of insurance shall name Distributor as an additional insured for purpose of claims arising pursuant to this Agreement.

IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE PARENT CORPORATIONS OR SUPPLIERS BE LIABLE FOR (1) THE COST OF SUBSTITUTE PROCUREMENT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FURNISHING OF SERVICES, OR THE USE OR PERFORMANCE OF PRODUCTS, EVEN IF INFORMED OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING UNDER SECTIONS 12,13,14.A AND 16.A, IN NO EVENT WILL NETGEAR's TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO NETGEAR PURSUANT TO THE AGREEMENT, EXCEPT FOR DAMAGES ARISING FROM DISTRIBUTOR'S BREACH OF SECTIONS 6.C AND 12,13 OR 17, IN NO EVENT WILL DISTRIBUTOR'S TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO NETGEAR PURSUANT TO THE AGREEMENT.

17. FOREIGN RESHIPMENT

Tech Data NETGEAR Distributor Agreement 10 031797

about such Products, which may be imposed from time to time. Distributor agrees not to export any such Products or information to any country for which an export license or other governmental approval is required at the time of export without first obtaining such license or approval. Distributor is solely responsible, at its own expense, for obtaining all necessary import and re-export permits and certificates and for the payment of any and all taxes and duties imposed upon the movement and delivery of Products.

18. GENERAL

A. The relationship of NETGEAR and Distributor is that of independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf or to represent itself as the other's agent or in any way which might result in confusion as to the fact that the parties are separate and distinct entities.

B. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect.

C. NETGEAR and Distributor agree to comply with the provisions of all applicable federal, state, county and local laws, ordinances, regulations and codes, domestic and foreign. In addition, NETGEAR shall obtain applicable regulatory, testing laboratory or similar certification and/or approvals which, in its sole discretion, are required for sale of the Products in the Territory.

D. NETGEAR reserves the right to change the discount schedule, policy or program, whether referred to in the Agreement or set forth in an Exhibit to the Agreement. NETGEAR will use commercially reasonable efforts to provide thirty
(30) days written notice, or such longer period as NETGEAR deems appropriate, prior to the effective date of such change.

E. Distributor will keep suitable records to demonstrate compliance with this Agreement. NETGEAR or its representative, at NETGEAR's cost may review these records during normal business hours for the sole purpose of determining Distributor's compliance with this Agreement

F. Any waiver, amendment or modification of any right, remedy or other term under the Agreement will not be effective unless mutually agreed to in writing and signed by authorized representatives of both parties. Neither party shall be bound by typographical or clerical errors.

G. Neither party is liable for its failure or delay to perform its obligations under the Agreement due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, shortages in labor, components or materials, government regulations, or other causes beyond its control

H. This Agreement may not be assigned by either party without prior written permission from the other party, which permission shall not be unreasonably withheld or delayed. Any attempt by either party to assign any right, or delegate any duty or obligation which arises under the Agreement without such permission will be voidable.

19. ENTIRE AGREEMENT, GOVERNING LAW

This Agreement, including its attachment and order acknowledgments under the Agreement, constitutes the entire agreement between Distributor and NETGEAR with respect to the purchase, resale and distribution of the Products. There are no oral or written representation, understandings or agreements relating to the

Tech Data NETGEAR Distributor Agreement 11 031797

subject matter of this Agreement which are not expressed herein. This Agreement shall be governed by the laws of the State of California except that body of law dealing with conflicts of law.

Tech Data NETGEAR Distributor Agreement 12 031797

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 1

DISCOUNT SCHEDULE

The initial Discount offered Distributor for purchase or license of NETGEAR Products included on the NETGEAR Price List in effect on the Effective Date of this Agreement is [*] off of the then current NETGEAR list price.

Distributor agrees that the foregoing Discount is only applicable to Products included on the NETGEAR Price List on the Effective Dale of this Agreement. NETGEAR reserves the right to add Products to the Price List at its sole discretion and any such additional Products shall be offered to Distributor at discounts to be determined at that time.

Tech Data NETGEAR Distributor Agreement 13 031797

EXHIBIT 2

DISTRIBUTOR'S ROUTING GUIDE

Tech Data NETGEAR Distributor Agreement 14 031797

[TECH DATA LOGO]

C O R P O R A T I O N

 DEST.        FL               CA               NJ               IN              TX              CA
ORIGIN

AL       Con-Way S        Con-Way S        Watkins          Watkins         Watkins          Watkins
AR       Watkins          Watkins          Watkins          Watkins         Con-Way S        Watkins
AZ       Watkins          Watkins          Watkins          Watkins         Watkins          Viking
CA       Watkins          Watkins          Watkins          Watkins         Watkins          Viking
CO       Roadway          Roadway          Roadway          Roadway         Roadway          Viking
CT       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
DC       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
DE       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
FL       Con-Way S        Con-Way S        Watkins          Watkins         Watkins          Watkins
GA       Con-Way S        Con-Way S        Watkins          Watkins         Watkins          Watkins
LA       Roadway          Roadway          Roadway          ConWay C        Roadway          Roadway
ID       Roadway          Roadway          Roadway          Roadway         Roadway          Viking
IL       Watkins          Watkins          Watkins          ConWay C        Watkins          Watkins
IN       Watkins          Watkins          Watkins          ConWay C        Watkins          Watkins
KS       Watkins          Watkins          Watkins          Watkins         Watkins          Watkins
KY       Watkins          Watkins          Watkins          ConWay C        Watkins          Watkins
LA       Watkins          Watkins          Watkins          Watkins         Central          Watkins
MA       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
MD       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
ME       Roadway          Roadway           G.O.D.          Roadway         Roadway          Roadway
MI       Watkins          Watkins          Watkins          ConWay C        Watkins          Watkins
MN       Watkins          Watkins          Watkins          Roadway         Watkins          Watkins
MO       Watkins          Watkins          Watkins          ConWay C        Watkins          Watkins
MS       Con-Way S        Con-Way S        Watkins          Watkins         Watkins          Watkins
MT       Roadway          Roadway          Roadway          Roadway         Roadway          Roadway
NC       Con-Way S        Con-Way S        Watkins          Watkins         Watkins          Watkins
ND       Roadway          Roadway          Roadway          Roadway         Roadway          Roadway
NE       Roadway          Roadway          Roadway          Roadway         Roadway          Roadway
NH       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
NJ       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
NM       Roadway          Roadway          Roadway          Roadway         Roadway          Viking
NV       Watkins          Watkins          Watkins          Watkins         Watkins          Viking
NY       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
OH       Watkins          Watkins          Roadway          ConWay C        Watkins          Watkins
OK       Watkins          Watkins          Watkins          Watkins         Central          Watkins
OR       Watkins          Watkins          Watkins          Watkins         Watkins          Viking
PA       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
RI       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
SC       Con-Way S        Con-Way S        Watkins          Watkins         Watkins          Watkins
SD       Roadway          Roadway          Roadway          Roadway         Roadway          Roadway
TN       Con-Way S        Con-Way S        Watkins          Watkins         Watkins          Watkins
TX       Watkins          Watkins          Watkins          Watkins         Con-Way S        Watkins
UT       Roadway          Roadway          Roadway          Roadway         Roadway          Viking
VA       Watkins          Watkins           G.O.D.          Watkins         Watkins          Watkins
VT       Roadway          Roadway           G.O.D.          Roadway         Roadway          Roadway
WA       Watkins          Watkins          Watkins          Watkins         Watkins          Viking
WV       Roadway          Roadway           G.O.D.          Roadway         Roadway          Roadway
WI       Watkins          Watkins          Watkins          ConWay C        Watkins          Watkins
WY       Roadway          Roadway          Roadway          Roadway         Roadway          Roadway

5350 Tech Data Drive, Clearwater, FL 34620 Phone 813-539-7429 techdata@inter.com

EXHIBIT 3

NAMED ACCOUNTS

Tech Data NETGEAR Distributor Agreement 15 031797

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 4

[*]

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
EXHIBIT 10.16

DISTRIBUTOR AGREEMENT
BETWEEN
INGRAM MICRO
AND
NETGEAR

NETGEAR Agreement Number: N115 Effective Date: March 1, 1996 Term: 1 Year

Ingram Micro, a corporation organized under the laws of the State of California, having a place of business located at 1600 E. St. Andrew Place, Santa Ana, California, USA, ("Distributor") and NETGEAR, Inc. ("NETGEAR"), a wholly owned subsidiary of Bay Networks, Inc., organized under the laws of the State of Delaware, having a place of business at 4401 Great America Parkway, Santa Clara, California, USA, agree that the following terms govern the purchase, sale, and licensing of Products (as defined below) between the parties.

NOTICES:

All notices given under the Agreement are to be in writing and may be sent by mail, telefax, courier service or otherwise delivered to the party to be notified at the following address, or to such other address as may have been substituted by written notice:

         To Distributor:                      To NETGEAR:
         1600 E. ST. ANDREWS PL.              4401 Great America Parkway
         P.O. BOX 25125                       P.O. Box 58185
         SANTA ANA, CA 92799-5125             Santa Clara, CA 95052-8185
         (???)                                Patricia Dutra-Gerard


DISTRIBUTOR AND NETGEAR ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT TOGETHER
WITH THE ATTACHED EXHIBIT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS
AND CONDITIONS.

AGREED:                                   AGREED:

Distributor                              NETGEAR, Inc.

By: /s/ Sanat K. Dutta                   By: /s/ Joe Booker
   ----------------------                   -----------------------
    (authorized signature)                    (authorized signature)

Name: Sanat K. Dutta                     Name:  Joe Booker
     ---------------                          ----------------
      (type or print)                           (type or print)

Title: Executive vice President          Title: Vice President & General Manager
                                                Commercial Business Unit

Date: October 16, 1996                   Date:  November 5, 1996

Ingram NETGEAR Distributor Agreement                                      083096

1. APPOINTMENT

Subject to Distributor's performance of its obligations under this Agreement, Distributor is appointed as a NETGEAR Distributor and may purchase certain equipment ("Hardware") and licenses for software including revisions and updates ("Software"), as are listed in NETGEAR's then-current price list (the "Price List") for resale within the Territory (as defined below). During the initial one (1) year term of this Agreement. Distributor shall be the only distributor appointed by NETGEAR in the Territory, subject to Distributor conducting mutually agreed to marketing activities as described in the Marketing Plan to be developed and agreed to by and between the parties and which shall be attached to and made a part of this Agreement as Exhibit 4. For the purposes of this provision, distributor shall mean a company acquiring products directly from NETGEAR for resale or license to dealers or other second tier resellers which in turn resell or license the products to end use customers. The foregoing notwithstanding, during the initial one (1) year term and any subsequent period. NETGEAR reserves the right to sell or license Products in the Territory to customers other than distributors such as, but not limited to resellers who procure Products at centralized locations for resale to end-use customers solely through their wholly or majority owned retail outlets, both store-front and catalog. Following the initial one (1) year term, for any extension or renewal term, Distributor's appointment as Distributor shall be non-exclusive and NETGEAR may appoint other distributors in the Territory at its sole discretion.

2. TERRITORY

3. ORDERS

A. Distributor may purchase Products by placing orders under this Agreement which are accepted by NETGEAR. No order will be effective until accepted by delivery of NETGEAR's order acknowledgment. Distributor agrees that each order placed with NETGEAR for Products shall be governed by this Agreement, regardless of any additional or conflicting term in Distributor's order. Unless otherwise specifically stated in the Order, all Orders accepted by NETGEAR shall be deemed to be for immediate release. Orders may be sent by telefax or other electronic media approved by NETGEAR and must specify:

(a) Distributor's Purchase Order number,

(b) Product and/or Service number and description for each item ordered;

(d) Purchase price for each Product or Service ordered;

(e) Tax status, including exemption certificate number if tax exempt;

(f) Preferred shipping method; and

(g) Exact "Bill to" and "Ship to" address.

4. PRICES, PRICE LIST, TAXES AND PAYMENT

INGRAM NETGEAR Distributor Agreement 2 083096

A. PRICES. Prices for Produce are those set out in NETGEAR's Price List, less the applicable discount specified in Exhibit 1. All Product prices are F.O.B. NETGEAR's point of shipment, except as specified in Section 5 D.

C. INVENTORY PRICE PROTECTION. In the event of a list price decrease on any of the Products, Distributor may apply for a credit on those units of Product: a) which were shipped by NETGEAR to Distributor no more than [*] prior to the effective date of the list price decrease and remain unsold in Distributor's inventory or are being returned under open RMA's or are in the inventories of certain mutually agreed to Distributor retail accounts ("CMD Named Accounts") as listed in Exhibit 3 to this Agreement on the effective date of the list price decrease or b) which were in transit between NETGEAR and Distributor on the effective date of the list price decrease.

The amount of the credit on any unit shall be equal to [*]. The foregoing notwithstanding, in the event any of the Products were acquired under special competitive pricing arrangements, the credit on such Products shall be [*].

In order to receive a credit, Distributor a) must submit to NETGEAR within [*] of the effective date of the list price decrease, a report of inventory eligible for the price credit and must have submitted its regular monthly inventory report on time, according to Section 11, in each of the [*] prior to the effective date of the list price decrease. Upon verification by NETGEAR of the eligible units and credit amounts, NETGEAR will issue a credit to the Distributor's account.

D. TAXES AND OTHER LEVIES. Prices are exclusive of any tax, value-added tax, fee, duty or governmental charge, however designated (except for NETGEAR's franchise taxes or for taxes on NETGEAR's net income) which may be levied or based on the Products, their sale, importation, use, or possession, or on this Agreement. All such taxes or duties shall be for the account of Distributor and any such taxes or duties required to be paid or collected by NETGEAR shall be paid by Distributor to NETGEAR unless Distributor provides NETGEAR with a valid certificate of exemption acceptable to the appropriate taxing or governmental authority.

E. PAYMENT. Except as may be specifically authorized in writing by NETGEAR, and subject to NETGEAR's continuing approval of Distributor's credit status and financial condition, Distributor will pay NETGEAR for all Products ordered by Distributor within [*] of the date the corresponding invoice is issued by NETGEAR. The foregoing notwithstanding, the parties agree that payment for the initial order placed by Distributor under this Agreement shall be due and payable within [*] of the date the corresponding invoice is issued by NETGEAR. NETGEAR, in its sole discretion, reserves the right to specify, and to change from time to time, Distributor's credit line and payment terms. All payments are to be made in U.S. dollars. Payment for shipments made outside of the United States shall be made by wire transfer in accordance with wire transfer procedures provided by NETGEAR. If at any time Distributor is delinquent in the payment of any invoice, exceeds the credit line established by NETGEAR, or is otherwise in breach of the Agreement, NETGEAR may, in its discretion, withhold shipment (including partial shipments) of any order or may require Distributor to pay cash on delivery for further shipments. Payment not received by NETGEAR when due may be subject to a late payment

INGRAM NETGEAR Distributor Agreement 3 083096

service charge provided NETGEAR has provided 10 days written notice to Distributor of Distributor's failure to pay. The foregoing notwithstanding, Distributor shall not be deemed in default under this provision if Distributor withholds payment of amounts legitimately in dispute on any invoice provided that (1) Distributor promptly pays the undisputed portion of the invoice in accordance with the terms of this Agreement; (2) Distributor provides NETGEAR with written notice of the disputed amount within 10 days of receipt of the invoice; and (3) Distributor works in good faith with NETGEAR to resolve any dispute within a reasonable time period.

5. SHIPMENT, CANCELLATION, RETURNS, TITLE, RISK OF LOSS, SECURITY INTEREST

C. RETURNS. Products received by Distributor as a result of an error by NETGEAR in shipment may be returned for credit. Such credit will include an amount equal to the purchase price of the Product shipped in error as well as the cost of return freight paid by Distributor to return the Product to NETGEAR. Products with defects covered by the warranty may be returned for remedy under the warranty. Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. Distributor should return the Product to NETGEAR, with shipping charges prepaid. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be refused.

D. TITLE, RISK OF LOSS, SECURITY INTEREST. For all shipments to locations within the United States, title to the Hardware passes to Distributor when presented by NETGEAR or its agent to the carrier, from which point Distributor is responsible for risk of all loss, damage to, or theft of all Products. For shipments to locations outside of the United States, (i) risk of loss of all Products passes from NETGEAR to Distributor upon arrival at the point of entry in the destination country specified in Distributor's order.

6. SOFTWARE LICENSES

INGRAM NETGEAR Distributor Agreement 4 083096

"License Agreement"). Distributor agrees that for each Software product it procures under this Agreement, Distributor will (i) assure the deliver the License Agreement to its customers, and (ii) use reasonable efforts to inform its resale customers of the requirement to deliver the License Agreement to their end-user customers in the form supplied by NETGEAR with the Products.

C. LIMITATIONS. Distributor may not, nor authorize its resale customers or the end-user to translate, decompile, disassemble, use for any competitive analysis, or reverse engineer the Software or its documentation, in any way, except for the event where the end-user locates Products within the European Union, in which case the Software Directive enacted by the Council of European Communities Directive dated 14 May 1991 will apply to the examination of the Software to facilitate interoperability; in such event Distributor agrees to notify, and cause its end-user to notify NETGEAR of any such intended examination of the Software and procure from NETGEAR its support and assistance. Distributor agrees to not translate, nor allow end-users to translate any portion of the Software or associated documentation into any other format or foreign language without the prior written consent of NETGEAR. In no event will Distributor grant the U.S. Government rights in any Software greater than those set out in subparagraphs (a) through (d) of the Commercial Computer Software- Restricted Rights clause at FAR 52,227-19 and the limitations for civilian agencies set out the License Agreement; and subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 for agencies of the Department of Defense.

7. WARRANTIES

B. HARDWARE WARRANTY. NETGEAR warrants to end-user that each item of Hardware will be free from defects in workmanship and materials for its respective warranty period which begins on the date of purchase by the end user. Should a Product fail within this warranty period, Distributor shall replace such defective Product from Distributor's inventory and accept return of the failed Product from Distributor's customer. At intervals to be mutually agreed upon between NETGEAR and Distributor. Distributor shall contact NETGEAR to receive a Return Material Authorization number for the collected failed Product. Upon receipt of the failed Product, NETGEAR shall issue a credit to Distributor for Distributor's purchase price of the replacement Product issued, less any prior credits or allowances. End-users' exclusive remedy is to receive replacement Product from reseller and NETGEAR's sole obligation and liability under this warranty is to issue an off-setting credit to reseller for Product returned by reseller on behalf of its end-user because of defects in workmanship or material.

C. SOFTWARE WARRANTY. NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR of NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply.

INGRAM NETGEAR Distributor Agreement 5 083096

D. DISTRIBUTOR'S INTERNAL USE WARRANTY. For Products ordered under this Agreement for Distributor's internal use, NETGEAR provides Distributor the same warranties as described above for end-users.

E. LIMITATIONS. NETGEAR does not warrant that any item of Software is error-free or that its use will be uninterrupted. NETGEAR is not obligated to remedy any Software defect which cannot be reproduced with the latest revision of the Software. These warranties do not apply to any Product which has been (i) altered, except by NETGEAR or in accordance with its instructions, or (ii) used in conjunction with another vendor's product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components.

8. PRODUCT RETURNS

Prior to returning any Product, whether for exchange or warranty or non-warranty action, Distributor must obtain a Return Materials Authorization (RMA) number from NETGEAR. Distributor should return the product to NETGEAR, [*]. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not returned in accordance with the terms of this Agreement, may be rejected.

9. PRODUCT EXCHANGE PRIVILEGES

A. Distributor may return previously purchased Products for replacement by an equal or greater value of different Products, under the following conditions:

a) Distributor may return Products only within the [*] period following
[*] of each year.

b) The total value of the returned Products shall not exceed [*] of the Net Shipments invoiced by NETGEAR for all Products, [*], during the [*] immediately preceding each of the above dates.

d) The returned Products have not been in the Distributor's inventory for more than [*] after shipment from NETGEAR.

e) The returned Products are in their original shipping containers and have not been altered, damaged or used.

10. DISTRIBUTOR'S RESPONSIBILITIES

INGRAM NETGEAR Distributor Agreement 6 083096

B. SUPPORT. Distributor shall be the sole point of contact for its resale customers and their end-use customers in all support situations. Distributor shall provide first level support for its customers, NETGEAR shall provide second and third level support to Distributor in order to resolve end user technical problems.

D. RESTRICTION ON APPOINTMENT OF ADDITIONAL DISTRIBUTORS. NETGEAR's agreement not to appoint additional distributors of NETGEAR Products in the Territory during the [*] of this Agreement is predicated upon Distributor performing the mutually agreed upon activities included in the Marketing Plan attached as Exhibit 4. In the event Distributor fails to perform the activities included in the Marketing plan in [*], NETGEAR may appoint additional distributors in the Territory and the provisions of this Agreement appointing Distributor as the only NETGEAR distributor in the Territory shall be deemed deleted.

11. REPORTS

B. Each month Distributor shall prepare and forward to NETGEAR a weekly report showing Distributor's inventory of the Products purchased and licensed from NETGEAR as of the end of the previous calendar month. The report may be submitted via BBS and shall include, at a minimum the part number and the number of units and purchase value of the inventory remaining by Product.

12. PROPRIETARY RIGHTS AND INFORMATION

A. USE OF PROPRIETARY INFORMATION. "Proprietary information includes, without limitation, diagnostics, the Software, all documentation for Software, other user manuals, as well as electronically and visually transmitted printed materials and information disclosed by Distributor or NETGEAR, such as new product information, financial or technical data, information reported under section II above or other information or data that is marked with a proprietary or confidential legend. Each party agrees to hold the Proprietary Information of the other in confidence and to use the Proprietary Information only for the purposes expressly permitted under this Agreement, and to disclose Proprietary Information only to its employees and contractors as authorized in this Agreement and then only on a need-to-know basis. Each party agrees to maintain adequate internal procedures, including appropriate agreements with employees and authorized third parties, to protect the confidentiality of the

INGRAM NETGEAR Distributor Agreement 7 083096

Proprietary Information as required by this Agreement. Each party is entitled to appropriate injunctive relief in the event of any unauthorized disclosure or use of its Proprietary Information by the other party.

D. RESERVATION OF RIGHTS. NETGEAR, on behalf of itself and its suppliers, reserves all proprietary rights in and to (i) all designs, engineering details, and other data pertaining to the Products, (ii) all original works, computer programs, fixes, updates (but not Distributor's or 'end-users' developed programs), discoveries, inventions, patents, know-how and techniques arising out of work done wholly or in part by NETGEAR or its subcontractors in connection with the Agreement, and (iii) any and all products developed as a result of such work. The performance by NETGEAR of professional Services shall not be deemed a work-for-hire but shall instead be subject to this section.

E. ADMINISTRATIVE PROCEDURES. Distributor and end-users are each responsible for the security of their own proprietary and confidential information and for maintaining adequate procedures apart from the Products to reconstruct lost or altered files, data or programs.

13. TRADEMARKS AND TRADE NAMES

A. USE OF TRADEMARKS. In the advertising and promotion of the Products, Distributor agrees to use NETGEAR's and certain of Bay Networks' trade names, logos and trademarks (the "Trademarks") as reasonably instructed by NETGEAR during the term of the Agreement. Solely for this purpose, NETGEAR and Bay Networks grant Distributor a non-exclusive, royalty-free, limited right to use the Trademarks. Distributor will not make or permit the removal or modification of any Trademarks or tags, proprietary notices, labels, or other identifying marks placed by Bay Networks, NETGEAR or their agents on the Products or associated literature.

B. RIGHTS TO TRADEMARKS. Distributor acknowledges that Bay Networks is the exclusive owner of the Trademarks and the use of the Trademarks by Distributor does not convey to Distributor any right, title or interest in or to the Trademarks. Distributor has no claim or right in the Trademarks, service marks, or trade names owned, used or claimed now or in the future by NETGEAR. Distributor agrees that it will not register, nor attempt to register any Trademark or any mark confusingly similar to any Trademark in any jurisdiction unless expressly approved in writing by Bay Networks in advance.

C. NOTIFICATION. In order to assure proper use and protection of Trademarks, Distributor agrees to inform NETGEAR in writing if Distributor purchases, or is offered for purchase, any Products with a Trademark or other mark of NETGEAR from a source other than NETGEAR, its subsidiaries, or an authorized NETGEAR Distributor.

14. CLAIMS OF INFRINGEMENT

A. INDEMNIFICATION. NETGEAR agrees to defend at its own expense any action brought against Distributor to the extent that it is based on a claim that any Product infringes a United States or Territory patent, copyright, trade mark, trade secret or other valid intellectual property right, and will pay any costs and damages finally awarded against Distributor in any such actions which are attributable to any such claim. NETGEAR shall have no liability for any settlement or compromise made without its prior written consent. NETGEAR shall, at its option and expense, (1) procure the right to continue using the Product.

INGRAM NETGEAR Distributor Agreement 8 083096

(2) replace or modify the Product so that it becomes non-infringing or, if (1) or (2) are not reasonably or economically possible. (3) Distributor may return the Product to NETGEAR for a refund of an amount equal to the depreciated value of the equipment, or an amount equal to the Distributor's actual purchase price paid without any depreciation minus any prior credits or allowances if the returned Products are in their original shipping containers and have not been altered, damaged or used.

B. LIMITATIONS. NETGEAR has no liability to Distributor under this section entitled CLAIMS OF INFRINGEMENT with respect to any claim which is based upon or results from (i) the combination of any Product with any equipment, device, firmware or software not furnished by NETGEAR, or (ii) any modification of any Product by a party other than NETGEAR. (iii) Distributor's failure to install or have installed changes, revisions or updates as instructed by NETGEAR, or (iv) NETGEAR's compliance with Distributor's or end-user's specifications, designs or instructions.

15. TERM OF AGREEMENT AND TERMINATION

A. TERM. This Agreement will be in effect for one year from the Effective Date and will automatically renew for successive one (1) year periods unless terminated as provided below.

B. TERMINATION. This Agreement may be canceled at any time without cause, by either party upon ninety (90) days written notice to the other party. Either party may terminate this Agreement immediately if (i) the other party becomes insolvent, files or has filed against it a petition in bankruptcy, or ceases doing business; or (ii) the other party fails to cure a material breach of the Agreement within thirty (30) days after receipt of written notice of such breach from the party not in default. Upon termination of the Agreement by NETGEAR for Distributor's breach, NETGEAR may cancel all of Distributor's unfulfilled orders without further obligation. This Agreement may be terminated at any time without cause by either party upon ninety (90) days written notice to the other party.

C. EFFECT OF TERMINATION. Except as otherwise specifically stated in the Agreement, neither party will be liable to the other for damages in any form by reason of the expiration or earlier termination of the Agreement.

D. CONTINUING EFFECT. Any expiration or earlier termination of the Agreement does not modify or alter any of the obligations of the parties which accrued prior to such expiration or termination. The sections of the Agreement which address taxes; duty; fee; payment; security interest; proprietary rights and information; warranties; foreign reshipment; remedies; limitations; termination and governing law survive any expiration or termination of the Agreement. The section entitled SOFTWARE LICENSES also survives any expiration or termination provided Distributor and end-users continues to comply with the provisions of the applicable software license terms. Except as expressly agreed in writing between the parties, no party is liable to the other for any dollar amounts, costs or damages by reason of the expiration or earlier termination of the Agreement.

16. LIMITATION OF LIABILITY

A. NETGEAR agrees to indemnify Distributor against any claim arising out of or resulting from the Products or the Agreement, provided that any such claim
(i) is attributable to bodily injury, death, or to injury to or destruction of physical property (other than the Products), and (ii) is caused by the negligent act or omission of NETGEAR or a material defect in the Product. This obligation on the part of NETGEAR is subject to Distributor's obligation to (a) give NETGEAR prompt written notice of any such claim, (b) grant NETGEAR control of the defense and settlement of such claim, and (c) assist fully in the defense provided that NETGEAR reimburses Distributor's out-of pocket costs. NETGEAR has no liability for any settlement or compromise made without its prior written consent. Under no circumstances

INGRAM NETGEAR Distributor AGREEMENT 9 083096

is NETGEAR liable for any third-party claims except for those described in this section and in the section entitled CLAIMS OF INFRINGEMENT.

B. NETGEAR, at its expense, agrees to maintain insurance coverage to protect against its liabilities under the Agreement in an amount no less than is reasonable or required by applicable statute. This insurance will include (a) worker's compensation insurance, (b) comprehensive general liability insurance, including coverage for product liability, bodily injury and property damage, and
(c) automobile liability insurance. Upon Distributor's written request, NETGEAR will furnish the applicable certificate of insurance.

IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE PARENT CORPORATIONS OR SUPPLIERS BE LIABLE FOR (1) THE COST OF SUBSTITUTE PROCUREMENT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE FURNISHING OF SERVICES, OR THE USE OR PERFORMANCE OF PRODUCTS, EVEN IF INFORMED OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING UNDER SECTIONS 14.A AND 16.A, IN NO EVENT WILL NETGEAR's OR BAY NETWORKS' TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT. EXCEPT FOR DAMAGES ARISING FROM BREACH OF SECTIONS 6.C AND 12,13 OR 17, IN NO EVENT WELL DISTRIBUTOR's TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO NETGEAR PURSUANT TO THE AGREEMENT.

17. FOREIGN RESHIPMENT

This Agreement is made subject to all laws, regulations, orders or other restrictions on the export from the United States of Products and accompanying documentation, or of other technical data and information about such Products, which may be imposed from time to time. Distributor agrees not to export, directly or indirectly, any such Products or information to any country for which an export license or other governmental approval is required at the time of export without first obtaining such license or approval. Distributor is solely responsible, at its own expense, for obtaining all necessary import and re-export permits and certificates and for the payment of any and all taxes and duties imposed upon the movement and delivery of Products.

18. GENERAL

B. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect.

C. NETGEAR and Distributor agree to comply with the provisions of all applicable federal, state, county and local laws, ordinances, regulations and codes, domestic and foreign.

INGRAM NETGEAR Distributor Agreement 10 083096

D. NETGEAR reserves the right to change the discount schedule, policy or program, whether referred to in the Agreement or set forth in an Exhibit to the Agreement. For changes which, in NETGEAR's opinion, may adversely affect Distributor, NETGEAR will provide thirty (30) days notice, or such longer period as NETGEAR deems appropriate, prior to the effective date of such change.

19. ENTIRE AGREEMENT, GOVERNING LAW

This Agreement, including its attachment and order acknowledgments under the Agreement, constitutes the entire agreement between Distributor and NETGEAR with respect to the purchase, resale and distribution of the Products and is governed by the laws of the State of California except that body of law dealing with conflicts of law.

INGRAM NETGEAR Distributor Agreement 11 083096

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 1

DISCOUNT SCHEDULE

Distributor agrees that the foregoing Discount is only applicable to Products included on the NETGEAR Price List on the Effective Date of this Agreement. NETGEAR reserves the right to add Products to the Price List at its sole discretion and any such additional Products shall be offered to Distributor at discounts to be determined at that time.

INGRAM NETGEAR Distributor Agreement 12 083096

EXHIBIT 2

DISTRIBUTOR'S ROUTING GUIDE

INGRAM NETGEAR Distributor Agreement 13 083096

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 3

CMD NAMED ACCOUNTS

[*]

INGRAM NETGEAR Distributor Agreement 14 092696

EXHIBIT 4

MARKETING PLAN

INGRAM NETGEAR Distributor Agreement 15 083096

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

AMENDMENT
TO THE
DISTRIBUTOR AGREEMENT
BETWEEN
INGRAM MICRO
AND
NETGEAR

This Amendment is entered into effective October 1,1996 ("Amendment Date") by and between NETGEAR, Inc. ("NETGEAR"), a wholly owned subsidiary of Bay Networks, Inc., and Ingram Micro ("Distributor") acting on behalf of itself and its affiliates.

NETGEAR and Distributor having previously entered into a Distributor Agreement ("Agreement") with an Effective Date of March 1,1996, now mutually agree to amend that Agreement as follows:

1. Subject to the terms of this Amendment, the Territory listed in Section 2 of the Agreement is amended to be the United States and [*].

2. During the initial one year period beginning on the Amendment Date, Distributor shall be the only distributor appointed by NETGEAR in [*], subject to Distributor conducting mutually agreed to marketing activities as described in the Marketing Plan for [*] to be developed and agreed to by and between the parties and which shall be attached to and made a part of this Agreement as Exhibit 4a. For the purposes of this provision, distributor shall mean a company acquiring products directly from NETGEAR for resale or license to dealers or other second tier resellers which in turn resell or license the products to end use customers. The foregoing notwithstanding, during the [*] and any subsequent period, NETGEAR reserves the right to sell or license Products in [*] to customers other than distributors such as, but not limited to resellers who procure Products at centralized locations for resale to end-use customers solely through their wholly or majority owned retail outlets, both store-front and catalog. Following the [*], for any extension or renewal term, Distributor's appointment as Distributor shall be non-exclusive and NETGEAR may appoint other distributors in [*] at its sole discretion.

3. The terms and conditions of this Amendment, shall amend and supersede any conflicting terms of the original Agreement. All other terms of the original Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.

NETGEAR:                                       DISTRIBUTOR:

NETGEAR, INC.                                  INGRAM MICRO

By: /s/ Lloyd Cainey                           By: /s/ Michael Terrell
    ---------------                                -------------------
Name: /s/ Lloyd Cainey                         Name:   Michael Terrell
Title: Exec VP Enterprise Business Group       Title:  Vice President Purchasing
Date:  4/30/97                                 Date:   2/21/97

Ingram Amendment 1 111296

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

[INGRAM MICRO LOGO]

AMENDMENT #2 TO THE
DISTRIBUTION AGREEMENT

THIS AMENDMENT (the "Amendment") is entered into this 15th day of July 1998, by and between INGRAM MICRO INC. ("Ingram") and NETGEAR, INC. ("Vendor").

The parties have agreed to amend their Distribution Agreement ("Agreement") dated October 1,1996.

1. Section 2, TERRITORY, is amended to be United States, [*].

2. This Amendment shall remain in effect for the current term and any renewal term of the Agreement.

Notwithstanding the foregoing, all other provisions of the Agreement remain unchanged. The undersigned has read this Amendment, agrees hereto, and is an authorized representative of its respective party.

INGRAM MICRO INC.                                    NETGEAR, INC.
1600 East St. Andrew Place                           4401 Great America Parkway
Santa Ana, CA 92705                                  P.O. Box 58185
                                                     Santa Clara, CA 95052-8185

By: /S/ AC Mann                                         By: /s/ PATRICK Lo
    ----------------                                        --------------------
Name:  AC Mann                                       Name:  PATRICK Lo
Title: VP Purchasing                                 Title: V. P.

Netgear, Inc.                     1                  Confidential
Doc Rev 2/97                                              7/15/98

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.17

NON-EXCLUSIVE DISTRIBUTOR AGREEMENT
between
Computer 2000 AG (Holding)
and
BAY NETWORKS, INC.

Bay Agreement Number: E1322-97DSV Initial Term of Agreement:
Effective Date: 25 September, 1995 2 years from Effective Date

Computer 2000 AG (Holding) having a principal address at Wolfratahauser Strasse 84, 81379 Munich, Germany ("Holding") and Bay Networks, Inc., 8 Federal Street, Billerica, MA 01821, U.S.A. ("Bay") agree that the following terms shall govern the sale, licensing and discounting of Product (as defined in Exhibit 1 - Distributor Purchase and License Terms). Bay and Holding agree that Holding concludes this Agreement on behalf of its subsidiaries (hereinafter individually and collectively, as the context requires, called "Distributor"), which are entitled to purchase and market Bay Products under the terms of this Agreement. Individual purchase orders will be placed by Distributor. Should country-specific and/or legal needs require deviations from the terms of this Agreement, then such deviations must be individually agreed between Distributor and Bay and acknowledged through an addendum to this Agreement, Computer 2000 AG (Holding) itself is not obligated by this Agreement. This Agreement renders all other existing contracts between Holding, Distributor, and Bay invalid.

EXHIBITS CONTAINED IN THE AGREEMENT (Exhibit 4 applies only when activated in accordance with Exhibit 6, paragraph 2(f)):

Exhibit 1    -   Distributor Purchase and License Terms

Exhibit 2    -   Distributor Discount and Special Pricing Terms

Exhibit 3    -   Distributor Reseller terms and criteria

Exhibit 4    -   Bay Networks Partners Support Program

Exhibit 5    -   Distributor Inventory Terms

Exhibit 6    -   Local Country/Local Region Reseller Activation Process

TERRITORY:

The assigned territory where Distributor is to concentrate its sales and marketing activity is to be Implemented pursuant to the country activation process, Exhibit 6.

NOTICES:

All notices under this Agreement shall be sent by prepaid registered mail return receipt requested, telefax or courier service, to the following addresses:

DISTRIBUTOR                  SUBSIDIARY OF DISTRIBUTOR   BAY                        COPY TO:
Computer 2000 AG (Holding)   As appropriate              Bay Networks, Inc.         Bay Networks EMEA
Wolfratshauser Strasse 84                                  8 Federal Street            26 Allee Pierre
Ziller
81379 Munich, Germany                                    Billerica, MA 01820, USA   06560 Valbonne, France
Attention: Contracts                                     Attention: Contracts       Attention: Contracts

HOLDING AND BAY ACKNOWLEDGE THAT EACH HAS READ THIS NON-EXCLUSIVE AGREEMENT AND THE EXHIBITS INCLUDED WITH THIS AGREEMENT, UNDERSTANDS THEM AND AGREES THAT BAY AND DISTRIBUTOR ARE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE EXHIBITS. THE PARTIES FURTHER AGREE THAT THIS AGREEMENT AND ITS EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDE ALL PRIOR PROPOSALS, NEGOTIATIONS, AND COMMUNICATIONS, ORAL OR WRITTEN BETWEEN THE PARTIES OR THEIR REPRESENTATIVES. DEVIATIONS TO THIS AGREEMENT SHALL ONLY BE BINDING UPON WRITTEN MUTUAL AGREEMENT.

AGREED: AGREED:

COMPUTER 2000 AG (HOLDING) BAY NETWORKS, INC.

BY:_______________________________ BY:________________________________

(authorized signature) (authorized signature)

Bay Networks Agreement for C2000 (Rev. 9/27/95)

Name ___________________________            Name________________________________
      (typed or printed)                               (typed or printed)
Title __________________________            Title ______________________________

Date ___________________________            Date _______________________________

Bay Networks Agreement for C2000 (Rev. 9/22/95)

EXHIBIT 1 - DISTRIBUTOR PURCHASE AND LICENSE TERMS

1. DEFINITIONS

"End Users" means the third party customers to which Distributor's Resellers resell or relicense Products and which are intended as the ultimate users of the Products.

"Hardware" means equipment sold to Distributor by Bay hereunder, as listed in the Price List.

"Price List" means Bay's prevailing Price List for Products and/or Services as the context requires.

"Product(s)" means Hardware and/or Software as the context requires.

"Services" means the second level support services purchased by Distributor and provided by Bay in accordance with the Bay Networks Support Services Program, Exhibit 4 attached.

"Software" means the software licensed by Bay to Distributor hereunder, as listed in the Price List, and including the Software Documentation and any revisions and updates to the software issued by Bay.

"Software Documentation" means the Software user manual and information provided with each copy of the Software by Bay.

"Territory" means those and only those country(ies) or portion(s) of the country(ies) as detailed on the front page of the Agreement and defined in the country activation document where the Reseller may actively market and resell the Products.

"Resellers" means third party value added reseller channels of distribution to which Distributor resells or relicenses Products.

2. APPOINTMENT

2.1 Subject to Distributor's performance of its obligations and responsibilities set out in this Agreement Bay appoints Distributor as a non-exclusive distributor of Bay's Products and Services for resale or relicense to Resellers that achieve the qualifying designation in the Territory. It is the Resellers' role to furnish value added network products and/or services to End Users and the Distributor's role to qualify, appoint and manage its Reseller channels.

2.2 The Agreement is in effect for two (2) years from the Effective Date. The Agreement may renew for an additional one (1) year term(s), but only upon the prior written mutual agreement of the parties.

Bay Networks Agreement for C2000 (Rev. 9/22/95)

3. DISTRIBUTOR CERTIFICATION

3.1 Distributor hereby certifies and agrees that for the duration of the Agreement:

3.1.1    Distributor shall sell Products and Services only to Resellers
         that meet minimum technical and quality criteria. These
         generally shall accord with Exhibit 3 attached and with
         Distributor's own Reseller agreements save that Product Groups
         5A and 5B can only be resold to Enterprise Solution Partners
         in accordance with the Bay Partner Alliance Program;

3.1.2    Distributor may resell or relicense Products to Resellers in
         the applicable country or countries, or regions of such
         countries that make up Distributor's authorized Territory as
         set out in this Agreement, however unsolicited orders from
         outside the Territory may be accepted by Distributor provided
         that the Products will be supported and delivered outside the
         Territory at the Distributor's expense;

3.2 Distributor's discounts as set out in Distributor Discount Terms, Exhibit 2 attached, are conditional upon Distributor's continuing compliance with its certification as per Section 3.1 above, and Distributor's resale or relicensing of Products in material breach of that certification may lead to suspension of shipments to Distributor and may require Distributor's refund of the discount to Bay.

3.3 Distributor shall carry at all times an inventory of Products sufficient to assure 'off-the-shelf' delivery commensurate with market demand.

3.4 Distributor shall maintain a separate business entity to manage and appoint Resellers, separate from any direct sales efforts of the Distributor.

3.5 Distributor shall maintain a technical manager to assist Resellers with networking information and Product information.

3.6 Distributor shall maintain a business manager to assure contract terms are met, proposal information is available and other administrative management efforts are satisfied, including liaison with Bay and reporting to Bay on the status of Resellers, the market and competitive activity.

3.7 Distributor acknowledges that Clause 3.1.1 above, Exhibit 3 and the Bay Networks Partner Alliance Program categorize the Products and identify specific requirements that qualify Distributor and Resellers to resell and relicense each such category. Distributor agrees to abide by the qualification process and criteria detailed in the Bay Networks Partner Alliance Program and Exhibit 3. Distributor also acknowledges that the qualification criteria are subject to change as the Products' technical requirements evolve. The change(s) will be effective upon receipt of notice from BAY.

3.8 Distributor shall disclose to Bay all products from competitive manufacturers carried by Distributor and shall advise Bay of any new competitive Products that it may add to its portfolio.

3.9 Upon Bay's request, Distributor shall furnish Bay with such reasonable records and reports as shall allow Bay to conduct a review of Distributor's activities under the Agreement and shall submit to Bay forecasts of Distributor's projected purchases under the Agreement in a format to be agreed between the parties.

Bay Networks Agreement for C2000 (Rev. 9/22/95)

4. PURCHASES

4.1 Distributor may purchase Hardware, license Software, and purchase Services listed in the qualified portion(s) of the Price List by placing orders under the Agreement subject to acceptance by Bay. Distributor and its Resellers may purchase and resell only those categories of Products based on Distributor's and applicable Resellers achieving the qualifying designation under the Bay Networks Partner Alliance Program in each territory.

4.2 Bay may refuse to accept new orders or to furnish previously ordered Products or Services due to Distributor's failure to comply with any material term of the Agreement, including, but not limited to meeting the credit requirements of Bay, and failure to furnish timely records, reports or other information as required by the Agreement, subject to Bay having first given the Distributor written notice detailing the failure and requiring the Distributor to make the failure good within the thirty days following

4.3 List prices can change at any time, provided Distributor is given thirty (30) days written notice of any price increase. In the event of a list price increase, Bay honors the list price in effect when the Distributor's order is accepted by Bay. In the event of a list price decrease for Products, the new decreased price applies to such Products that are shipped by Bay to Distributor on or after the effective date of the list price decrease.

4.4 Bay can add to or delete from the Price List Products and Services at any time provided Distributor is given thirty (30) days' written notice of any deletions.

5. ORDER PLACEMENT, ORDERS

5.1 Distributor agrees that each order placed with Bay is placed under the terms of the Agreement. No order will be effective until accepted by Bay's acknowledgment which shall be issued within five working days of receipt by Bay of the order. The terms of the Agreement govern all orders regardless of any varying terms in Distributor's order. Distributor shall have the right to cancel an open order or individual line items of an open order at any time before actual shipment if Bay advises that it cannot meet its acknowledged delivery dates and Distributor's Reseller in consequence cancels its order.

5.2 Orders, which may be submitted by telefax, must be signed by an authorized official of Distributor and need to specify;

(a) The number of this Agreement;

(b) Distributor's Purchase Order number;

(d) Quantities;

(e) Purchase price;

(f) Tax status, including exemption certificate number if tax exempt;

(g) Requested delivery date(s);

(h) Preferred shipping method; and

(i) Exact "Bill to" and "Ship to" addresses.

Bay Networks Agreement for C2000 (Rev. 9/22/95)

5.3 Orders for router and bridging products are to be sent to:

Bay Networks, Inc.
8 Federal Street
Billerica, M A 01821, U.S.A.

Attention: Order Administration

Telefax #: +1 508 436-3444

5.4 Orders for hub and switching products are to be sent to:

Bay Networks, Inc.
4401 Great America Parkway P.O. Box 58185
Santa Clara, CA 95052-8185, U.S.A.

Telefax #: +1 408 988-8544

6. PRICES, TAXES, COSTS, PAYMENT

6.1 PURCHASE PRICE. The purchase price for the Products sold or licensed by Bay to Distributor is determined by applying the discount percentages specified in Distributor Discount Terms to the list price of the Product or Service found in the Price List. All Product prices cover delivery to a carrier at Bay's facilities, generally in the U.S.A.. Distributor has the right to determine the carrier.

Distributor shall at its own discretion establish the prices, terms and conditions (incorporating appropriate software license terms) at which it resells the products to its Resellers. Bay shall have no control over Distributor's or its Resellers' prices.

6.2 TAXES. Prices, service charges and license fees do not include any sales, use, value added, import and/or any other taxes or duties, however designated, except for taxes on Bay's net income. All such taxes or duties shall be for the account of Distributor and any such taxes or duties required to be paid or collected by Bay shall be paid by Distributor to Bay.

6.3 COSTS. Distributor agrees to pay transportation costs of shipment of the Products.

6.4 PAYMENT. Subject to initial and continuing credit approval by Bay, payment is due [*] from the date of Bay's invoice. Payment not received by Bay when due may be subject to a late payment charge of [*] from the original due date or the highest amount permitted by law, whichever is less. Distributor agrees to complete and submit an Application for Credit as required by Bay. Distributor agrees that the information contained in the Application for Credit forms will be updated as changes occur, or in response to a request from Bay.

7. SHIPMENT, CHANGES, TITLE, RISK OF LOSS

7.1 SHIPMENT. Bay ships Products by a method and carrier selected by Bay unless otherwise instructed in Distributor's order. Bay will ship freight collect if so instructed on Distributor's order.

7.2 CHANGES. Distributor cannot cancel or reschedule any order in whole or in part fifteen (15) days or less prior to the acknowledged delivery date or after delivery.

Bay Networks Agreement for C2000 (Rev. 9/22/95)

7.3 RETURNS. Products with defects covered by the warranty may be returned for repair under the warranty. Distributor agrees to first obtain from Bay the appropriate return material authorization number ("RMA #") and return the Product within ten (10) days after receiving the RMA #.

7.4 TITLE, RISK OF LOSS. Risk of loss or damage in all Products shall pass to Distributor at the airport of entry to the country specified on Distributor's order. Title to Hardware shall pass to Distributor upon payment in full, Bay and its licensors retain all title and ownership of the Software and documentation, including any revisions.

8. WARRANTIES

8.1 HARDWARE WARRANTY. For each specific Product, the warranty period will be as set out in the Price List. Bay warrants to Distributor that the Hardware will be free from defects in workmanship and materials for its respective warranty period. Where the warranty period is shown in the Price List as being [*], respectively, after the date of shipment from Distributor to the End User. Distributor's exclusive remedy, and Bay's sole obligation and liability, is that Bay will either (a) repair or replace any item of Product that fails during the warranty period because of a defect in workmanship or material, or (b) if Bay is unable to repair or replace such Product within a reasonable period, refund to Distributor the purchase price of the defective Product. All replaced or refunded Product or parts shall become the property of Bay.

8.2 SOFTWARE WARRANTY. The warranty period may vary depending on the Software licensed. For Software furnished under Bay's standard software license terms, Bay warrants that each item of Software, as delivered or updated by Bay and properly installed and operated on the Hardware or other equipment it is licensed for, will function substantially as described in its then-current Software Documentation for its respective warranty period. If any item of Software fails so to perform during its warranty period, as the sole remedy Bay will in its discretion provide a suitable "fix", "patch" or "workaround" for the problem, which may be included in a future revision or upgrade of the Software. The warranty for software furnished with Other Licenses, as hereinafter defined, may vary.

8.3 SERVICE WARRANTY. Bay warrants to Distributor that Services will be performed in a professional and workmanlike manner.

8.4 LIMITATIONS. Bay does not warrant that any item of Software is error-free or that its use will be uninterrupted. Bay is not obligated to remedy any Software defect which cannot be reproduced in the latest version of the Software, but notwithstanding this provision Bay will ensure that the End User receives a free of charge "fix", "patch" or "workaround" for any warranty problem encountered in the Software. The warranty in this section titled WARRANTIES does not apply to any Product which has been (i) altered, except by Bay or in accordance with its written instructions, or (ii) used in conjunction with another's product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components.

Bay Networks Agreement for C2000 (Rev. 9/22/95)

THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT ANY LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY PRODUCT THAT MAY BE FURNISHED BY BAY WHICH IS NOT LISTED IN THE PRICE LIST OR IS NOTED IN THE PRICE LIST "AS IS" IS FURNISHED "AS IS".

9. SOFTWARE LICENSES

9.1 BAY'S STANDARD SOFTWARE LICENSE. Subject to the terms below, Bay grants to Distributor a personal, nontransferable, nonexclusive license to use one copy of the Software listed in Distributor's order, together with its corresponding Software Documentation, provided that Distributor has paid Bay the applicable license fee(s) for the Software.

9.2 OTHER SOFTWARE LICENSES. Other software license terms ("Other Licenses") may apply for some Software products available from Bay. The additional terms of the Other Licenses are set out in the Price List, within the Software Documentation, or as a separate written license included with the applicable Software.

9.3 LIMITATIONS. Distributor may modify Software (but not firmware), or combine it with other software, but only to the extent permitted by the Software Documentation and subject to the provision that those portions of the resulting software which incorporate Software are subject to the restrictions of this software license. Software that is modified by Distributor, its Resellers or End Users is not covered by Bay's warranty. Distributor, its Resellers or End Users may not permit any item of Software, related modifications, or Software Documentation to be disclosed to or used by any person other than Distributor's or its End Users' employees or contractors, or with any equipment other than Hardware or equipment for which it is licensed, without Bay's prior written permission. Distributor, its Resellers or End Users may not duplicate any portion of the Software except for archival purposes or for installation purposes as expressly described by the Software Documentation, and agrees to duplicate Bay's proprietary rights notices on any such copy. Distributor shall not, and shall not allow its Resellers and End Users to reverse assemble, reverse compile, or in any way reverse engineer the Software except as specified in the Software Directive enacted by the Council of European Communities Directive dated 14 May 1991 for interoperability purposes. Distributor shall notify Bay of any such intended examination of the Software and Bay may provide support and assistance.

10. RIGHT TO DISTRIBUTE SOFTWARE LICENSES

10.1     Subject to the terms below, Bay grants to Distributor a
         nontransferable, non-exclusive right to distribute Software Licenses to
         its Resellers and further grants Distributor a nontransferable,
         non-exclusive right to authorize its Resellers to distribute Software
         Licenses to End Users.

10.2     The Software and Software Documentation are protected under copyright
         laws. The Software Licenses granted by Bay are not a sale. Bay and its
         licensors retain all title and ownership of the Software and
         documentation, including any revisions. All copyright notices must be
         reproduced and included with any copy of any portion of the Software or
         Software Documentation. Distributor agrees not to translate, nor allow
         its Resellers or End Users to translate any portion of the Software or
         associated documentation into any other format or language without the
         prior written consent of Bay. Except as specifically

                 Bay Networks Agreement for C2000 (Rev. 9/22/95)

         provided elsewhere in the Agreement, Distributor may not grant its
         right to distribute or transfer Software Licenses to any third party.

10.3     In connection with any proposals to and agreements with government
         entities, Distributor shall take all appropriate steps to ensure that
         Bay's proprietary rights receive the maximum protection available from
         such government entity for commercial computer software developed at
         private expense.

10.4     All copies of the Software distributed by Distributor or its Resellers
         must be accompanied by the Bay Networks, Inc. Software License
         Agreement. In all jurisdictions where an enforceable copyright covering
         the computer programs of the Software does not exist, the Software must
         be accompanied by a written software license agreement, signed by the
         End User, that is no less restrictive than the terms of the Bay
         Networks, Inc. Software License Agreement. Bay does not undertake to
         inform Distributor of the jurisdictions where such enforceable
         copyright exists.

10.5             Distributor may distribute Software Licenses through its
         Resellers only under a written agreement on terms no less restrictive
         than the terms of the SOFTWARE LICENSES and RIGHT TO DISTRIBUTE
         SOFTWARE LICENSES provisions of the Agreement.

11.      TRADEMARKS AND TRADE NAMES

11.1     In the advertising and promotion of the Products, Distributor agrees to
         use Bay's regular trade names and trademarks (the "Trademarks"). For
         this purpose, Bay grants Distributor a non-exclusive, royalty-free,
         limited license to use Bay's Trademarks, provided that Distributor
         displays the symbol "TM" or"(R)" adjacent to each use of a Trademark
         the first time a Trademark is used in a particular context, or displays
         such other symbols and notices as may be prescribed by Bay.

11.2     Distributor acknowledges and agrees that Bay and its suppliers are the
         exclusive owners of the Trademarks. The use of the Trademarks by
         Distributor does not convey to Distributor any right, title or interest
         in or to the Trademarks. Distributor agrees that neither it nor its
         affiliates will register any Trademark in any jurisdiction unless
         expressly approved by Bay in advance and in writing, and at a minimum
         such registration is made on behalf and for the benefit of Bay.

11.3     In order to assure proper use and protection of Bay's Trademarks,
         Distributor agrees to provide written notification to Bay if
         Distributor purchases, or is offered for purchase, any Products with a
         Bay or Bay owned Trademark from a source other than Bay, its
         subsidiaries, an authorized Reseller or another authorized Bay
         distributor.

12.      BAY NAMES AND LABELS

12.1     Distributor agrees not to make or permit alteration of the Products or
         removal or modification of any tags, proprietary notices, labels, or
         other identifying marks placed by Bay or its agents on the Products or
         associated literature.

11.2     The parties agree not to use each other's corporate names, trademarks,
         trade names and copyright legends, and shall not use them in any manner
         which might result in confusion as to Bay and Distributor being
         separate and distinct entities. In particular Distributor shall not use
         the corporate name, trademarks, trade names or copyright legends of Bay
         with respect to any products or materials not furnished by Bay.

                 Bay Networks Agreement for C2000 (Rev. 9/22/95)

13.      PROPERTY RIGHTS AND INFORMATION

13.1     USE OF PROPRIETARY INFORMATION. "Proprietary Information" includes,
         without limitation, diagnostics, the Software, the Software
         Documentation, other user manuals, as well as printed materials and
         visually transmitted information disclosed by Distributor or Bay, such
         as new product information, financial or technical data, that is marked
         with a proprietary or confidential legend. Each party will hold the
         Proprietary Information of the other in confidence and will use the
         Proprietary Information only for the purposes expressly permitted under
         the Agreement, and will disclose the Proprietary Information only to
         its employees and contractors as authorized in the Agreement and then
         only on a need-to-know basis. Each party agrees to maintain adequate
         internal procedures, including appropriate agreements with employees
         and authorized third parties, to protect the confidentiality of the
         Proprietary Information as required by the Agreement. Each party shall
         be entitled to appropriate injunctive relief in the event of any
         unauthorized disclosure or use of its Proprietary Information by the
         other party.

13.2     LIMITATIONS. Proprietary Information does not include information which
         (i) is rightfully in the receiving party's possession in a complete and
         tangible form before it is received from the disclosing party, (ii) is
         or becomes a matter of public knowledge through no fault of the
         receiving party, (iii) is rightfully furnished to the receiving party
         by a third party without restriction on disclosure or use, or (iv) is
         independently developed by the receiving party without use of or
         reference to the disclosing party's Proprietary Information.

13.3     PROPRIETARY RIGHTS. Bay, on behalf of itself and its licensors,
         reserves all proprietary rights in and to (i) all designs, engineering
         details, and other data pertaining to the Products, (ii) all original
         works, computer programs, fixes, updates (but not Distributor's, its
         Resellers' or End Users' programs), discoveries, inventions, patents,
         know-how and techniques arising out of work done wholly or in part by
         Bay in connection with the Agreement, and (iii) any and all products
         developed as a result of such work. The performance by Bay of
         professional Services shall be not be deemed a work-for-hire but shall
         instead be subject to this section.

14.      CLAIMS OF INFRINGEMENT

14.1     INDEMNIFICATION. Bay agrees to defend at its own expense any action
         brought against Distributor to the extent that it is based on a claim
         that any Product infringes a United States or country of the European
         Community or European Free Trade Association patent, copyright, trade
         mark, trade secret or other valid intellectual property right, and will
         pay any costs and damages finally awarded against Distributor in any
         such action which are attributable to any such claim. Bay's obligation
         under the preceding sentence is subject to the conditions that (i)
         Distributor promptly notifies Bay in writing of any such claim, (ii)
         Bay has sole control of such defense and all negotiations for any
         settlement or compromise, and (iii) should any Product become, or in
         Bay's opinion be likely to become, the subject of any such claim,
         Distributor permits Bay, at Bay's option and expense, to procure for
         Distributor the right to continue using such Product, to replace or
         modify it so that it becomes non-infringing, or to grant Distributor a
         credit for such Product equivalent to the original price paid, and
         accept its return.

                 Bay Networks Agreement for C2000 (Rev. 9/22/95)

14.2.    LIMITATIONS. Bay has no liability to Distributor under this provision
         entitled CLAIMS OF INFRINGEMENT with respect to any claim of
         infringement which is based upon or results from (i) the combination of
         any Product with any equipment, device, firmware or software not
         furnished by Bay, or (ii) any modification of any Product by a party
         other than Bay, or (iii) Distributor's failure to install changes,
         revisions or updates as instructed by Bay, or (iv) Bay's compliance
         with Distributor's specifications or designs or from the use of
         equipment furnished by Distributor.

15.      LIMITATION OF LIABILITY

15.1     LIABILITY AND INSURANCE. Bay agrees to indemnify Distributor against
         any claim arising out of or resulting from the Products or the
         Agreement, provided that any such claim (1) is in respect of bodily
         injury, death, or of injury to or destruction of physical property
         (other than the Products), and (2) is caused by the negligent act or
         omission of Bay. This obligation on the part of Bay exists only if
         Distributor (1) gives Bay prompt written notice of any such claim, (2)
         grants Bay control of the defense and settlement of such claim, and (3)
         assists fully in the defense so long as Bay pays Distributor's out-of
         pocket costs. Bay has no liability for any settlement or compromise
         made without its prior written consent.

15.2     Bay, at its expense, agrees to maintain adequate insurance coverage to
         protect against its liabilities under the Agreement. This insurance
         will include (1) worker's compensation insurance, (2) comprehensive
         general liability insurance, including coverage for product liability,
         bodily injury and property damage, and (3) automobile liability
         insurance. Upon Distributor's written request, Bay will furnish the
         applicable certificate of insurance.

15.3     IN NO EVENT WILL BAY OR ITS SUPPLIERS BE LIABLE FOR (1) THE COST OF
         SUBSTITUTE PROCUREMENT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
         DAMAGES, OR (2) ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR
         LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THE
         AGREEMENT, THE FURNISHING OF SERVICES, OR THE USE OR PERFORMANCE OF
         PRODUCTS, EVEN IF INFORMED OF SUCH DAMAGES. IN NO EVENT WELL BAY'S
         TOTAL LIABILITY FOR (1) ANY DAMAGES IN ANY ACTION BASED ON OR ARISING
         OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE [*] TO BAY
         PURSUANT TO THE AGREEMENT, OR (2) CLAIMS BASED UPON THE PARTIES'
         OBLIGATIONS UNDER THE SECTION ENTITLED "SERVICES" EXCEED THE [*] TO BAY
         FOR SUCH SERVICES.

16.      TERMINATION

16.1     Either party may terminate this Agreement if:

         (i)      the other party becomes insolvent, files or has filed against
                  it a petition in bankruptcy, or ceases doing business; or

         (ii)     the other party fails to cure a material breach of the
                  Agreement within thirty (30) days after receipt of written
                  notice of such breach from the party not in default.

         Upon termination of the Agreement by Bay for breach, Bay may cancel all
         of Distributor's unfulfilled orders.

16.2     The Agreement may be terminated at any time without cause by either
         party upon ninety (90) days written notice to the other party.

                 Bay Networks Agreement for C2000 (Rev. 9/22/95)

16.3     Upon the expiration or earlier termination of the Agreement for any
         reason, Distributor agrees to immediately discontinue all advertising
         of, or making reference to, Bay or the Products.

16.4     Except as otherwise specifically stated in the Agreement, neither party
         will be liable to the other for damages in any form by reason of the
         expiration or earlier termination of the Agreement.

16.5     EFFECT OF TERMINATION. Any expiration or earlier termination of the
         Agreement does not modify or alter any of the obligations of the
         parties which accrued prior to such expiration or termination. The
         sections of the Agreement which address Taxes; Payment; Security
         Interest; Warranties; Services; Proprietary Rights and Information;
         Foreign Reshipment; Limitations; Governing Law; and Termination shall
         survive any expiration or termination of the Agreement. The section
         entitled SOFTWARE LICENSES also survives any expiration or termination
         provided Distributor, its Resellers and End Users continue to comply
         with the provisions of the applicable software license terms. Except as
         expressly agreed in writing between the parties, no party is liable to
         the other for any dollar amounts, costs or damages by reason of the
         expiration or earlier termination of the Agreement.

17.      FAILURE, DELAY

Neither party is liable for any failure or delay in performance of its obligations under the Agreement due to strikes, wars, revolutions, fires, floods, explosions, earthquakes, shortages in labor, components or materials, government regulations, or other causes beyond its control.

18. EXPORT AND REEXPORT

Distributor agrees not to export or reexport, directly or indirectly, any Products or Technical Data or any portion thereof to any country for which an export license or other governmental approval is required without first obtaining such license or approval from the U.S. or other applicable government. Bay may suspend its shipments or other performance if continuing performance would be contrary to U.S. or other export regulations or laws.

Distributor shall be solely responsible, at its own expense, for obtaining all necessary import and export permits and certificates (except for the initial U.S.A. export license) and will use its best efforts to ensure that the Products are imported into the Territory with a minimum of delay.

19. ASSIGNMENT

Neither party may assign the Agreement in whole or in part without the prior written consent of the other party, save that Bay may in its absolute discretion assign the benefit of any or all payments due from Distributor whether under the Agreement or otherwise, effective after not less than thirty (30) days' written notice to Distributor.

Bay Networks Agreement for C2000 (Rev. 9/22/95)

20. WAIVER, AMENDMENT OR MODIFICATION

The waiver or failure of either party to exercise any right provided for in the Agreement shall not be deemed a waiver of any further right hereunder nor shall it be deemed to be a waiver of any future possible exercise of the same right. Any waiver, amendment or modification of any right, remedy or other term under the Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought. Neither party shall be bound by typographical or clerical errors.

21. GENERAL

21.1     INDEPENDENT CONTRACTORS. The relationship of Bay and Distributor is
         that of independent contractors. There is no relationship of agency,
         partnership, joint venture, employment or franchise between the
         parties. Neither party has the authority to bind the other or to incur
         any obligation on the other's behalf.

21.2     SEVERABILITY. If any provision of the Agreement is held to be invalid
         or unenforceable, the remainder of the provisions shall remain in full
         force and effect.

21.3     COMPLIANCE WITH LAWS AND OTHER AGREEMENTS.

         Distributor warrants that it has the right and authority to enter into
         the Agreement and by entering into the Agreement Distributor is not
         violating any agreement Distributor may have with any third party.

         Distributor agrees to comply with all laws and regulations relating to
         the import, re-export and use of Products by Distributor. Distributor
         shall be solely responsible for complying with the laws and regulations
         applicable in any nation, or political subdivision thereof, in which it
         engages in business hereunder and shall hold Bay harmless against any
         liability arising from the failure of Distributor or Distributor's
         customers to comply with such regulations. This provision shall survive
         any termination or expiration of this Agreement.

21.4     CHANGE. Bay reserves the right to change the Price List, Products
         offered, discount and any other schedule, policy or program, whether
         referred to in the Agreement or set forth in an Exhibit to the
         Agreement. For changes to the Agreement which, in Bay's opinion, may
         adversely affect Distributor, Bay will provide thirty (30) days notice,
         or such longer period as Bay deems appropriate, prior to the effective
         date of such change.

22.      GOVERNING LAW AND ARBITRATION

This validity, interpretation, and performance of this Agreement shall be controlled by and construed under the law of France. The parties expressly exclude the application of the Convention on Contracts for the International Sale of Goods to this Agreement or any order issued under this Agreement.

All disputes arising in connection with this Agreement or any of its Exhibits which are not settled by negotiation between the parties shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be London, England and the language of the proceedings shall be English.

Bay Networks Agreement for C2000 (Rev. 9/22/95)

CONFIDENTIAL TREATMENT REQUEST

*Portions devoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 2A - VOLUME DISTRIBUTOR DISCOUNTS

[*]

EXHIBIT 2B - VALUE ADDED DISTRIBUTOR DISCOUNTS

[*]

EXHIBIT 3 - DISTRIBUTOR RESELLER TERMS AND CRITERIA

This Exhibit defines a program which permits Distributor to select and authorize quality and qualified value-added resellers to assist marketing Bay Products to End Users.

Distributor and Bay appreciate the sophisticated nature of the Products, the generally limited telecommunications experience of many potential buyers and the need to maintain Distributor's and Bay's excellent reputation and integrity in the market place. Bay and Distributor realize that neither has all the necessary products and services to address all needs of the various customers and markets.

Bay appoints various resellers with communication products and system integration capabilities to add this value to Bay Products and to resell and sublicense the Products as part of an Integrated solution. Where the Distributor appoints Resellers, an integrated solution would normally involve both a hub and a router.

In order for Distributor to pursue the above reasonable business purpose, Bay and Distributor agree to the following:

1. Reseller appointments Distributor may appoint Resellers who meet Bay's technical and quality criteria set forth in Attachment "A" hereto. For the purposes of this Agreement such a reseller is called a Value Added Reseller ("Reseller").

2. Terms and Conditions to Resellers:

A. Distributor's agreements with Resellers will have software terms and conditions protecting Bay software equivalent to those terms between Distributor and Bay.

B. Distributor will assure Resellers have proper confidentiality agreements in place to protect Bay confidential information whenever such information is being transmitted to Resellers. This confidentiality agreement should be with Bay unless otherwise mutually agreed upon in writing.

3. Independent Contractors:

Resellers are not agents, partners, joint venturers or of any legal status with Bay.

Distributor agrees that any Reseller that Distributor provides Product to under this Agreement holds a privity of contract relationship between the Reseller and the Distributor.

Neither Distributor or any of its Resellers have represented, and will not represent, that they have any right or authority to act, or to assume or create any obligation or responsibility (whether express or implied), on behalf of or in the name of Bay.

4. Software Licensing and Sublicensing:

a. The "Bay Software License Agreement" in the Bay/Distributor Agreement contains terms which must be part of the Reseller's license terms to its customers.

b. Validly approved Resellers are authorized to grant software sublicenses to their customers to use Bay Software on a Product which was acquired from Distributor and that is or was transferred directly to that customer by Distributor or the Reseller.

5. Support to Distributor

Free of charge support will be provided to Distributor for the first year of this Agreement, as follows: Bay will provide Technical Response Center (TRC) support to Distributor from 09.00 to 17.00 CET Monday through Friday from Valbonne, France, local holidays excluded. The TRC is staffed by Bay network engineers to provide second-level support intended to assist Distributor's technical support staff with Product installation and configuration advice, network problem diagnostics, and Software problem reporting and resolution. Product Groups 4 and 5 are not included in this support coverage. Distributor will take second priority in its TRC access to Bay's paying customers.

EXHIBIT 3

ATTACHMENT A

BAY QUALITY CRITERIA FOR RESELLERS

A. Added Value and Market Skills:

1. The Value Added Reseller ("Reseller") must have a professional and competent sales force concentrated on the development and support of one more integrated telecommunications solutions markets.

a. Reseller must at all times have a qualified salesperson who is able to demonstrate the integrated solutions sold by the Reseller.

b. The salesperson must be capable of selling telecommunications solutions consisting of hardware and software.

c. The Reseller must be able to provide applications and systems consultancy to customers.

d. The Reseller must have added value that is designed for a specific telecommunication market and must include a solution involving a hub and router.

2. The Reseller must have a proven track record in specific application(s) sales and the sales of telecommunication or network design equipment and/or services.

3. The Reseller must demonstrate Bay products and features to potential customers (this generally requires at least one Bay router acquired by Reseller).

For Resellers who are not yet fully established, the criteria in this document are to be applied to the principal employees and the Resellers business plan.

B. Administrative/Financial management:

1. Must have adequate financial standing to provide normal and customary credit facilities to his customers.

2. Must have adequate financial standing to finance the business.

3. Must provide required Software licenses to its customers.

4. Must maintain a proven record of customer satisfaction regarding performance of Resellers added value on Bay Products. Reseller must have a high customer satisfaction rating on its performance and its application products and its system integration activities.

5. Must have ability to reproduce software problems on its premise (generally requires a Bay hub and/or router as a maintenance support device).

6. Must have ability to provide first line support to its customers (the Bay support services program will provide support directly to Distributor who provides direct support to the Reseller and or its end customer). The Bay support program requires that Distributor have adequate spares. Bay then provides hardware support including spares replacement. Reseller must be able to get spares and support directly from the Distributor.

7. Must have at least one support person that has (or will) complete the Bay certified training program.

C. Other requirements:

1. Reseller and/or its employees must not be listed on the U.S.

Table of Denial Orders.

2. Reseller must comply with U.S. and country export and import laws and regulations as well as all other applicable laws and regulations.

3. Reseller has terms and conditions that provide Software Licensing protection and enforcement to Bay and protects Bay from claims by Reseller's customers.

4. Reseller must have attended training on Bay products at Reseller's or Distributor expense. The training will be specified by Bay.

ADDITIONAL CRITERIA FOR RESELLERS TO RESELL SPECIFIC PRODUCTS ARE CONTAINED IN THE BAY NETWORKS PARTNER ALLIANCE PROGRAM AS MAY BE MODIFIED FROM TIME TO TIME.

CONFIDENTIAL TREATMENT REQUEST

*Portions devoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 4 - BAY NETWORKS PARTNERS SUPPORT PROGRAM

1. TERM OF EXHIBIT

The term of this Exhibit shall commence on the date of activation in accordance with Exhibit 6 attached and shall continue for an initial twelve (12) month term. Thereafter this Exhibit shall remain in effect until an authorized representative of Distributor or Bay provides the other party with written notification of its termination at least thirty (30) days in advance of the termination. This Exhibit will survive termination of the Agreement unless mutually agreed in writing by the parties.

2. SUPPORT TO DISTRIBUTOR BY BAY

Bay and Distributor agree that the following terms and conditions shall govern Hardware and Software support services to be provided by Bay to and for the use of the Distributor in support of its Resellers. The Services provided hereunder are second tier back-up to the technical support staff of Distributor. Distributor is responsible to provide direct support to Resellers.

3. DISTRIBUTOR RESPONSIBILITIES

3.1 Distributor shall install at its End Users' sites (If installation is purchased by the Reseller) and maintain in good operating condition all Products it has re- sold in the Territory. Installation, warranty, maintenance, repair and after sales servicing related to Products shall be the sole responsibility of Distributor.

3.2 Distributor shall assure that supported Products are installed and operated by End Users according to Bay specifications. Distributor agrees that Bay shall not be required to provide support for Equipment or Software that has been modified in any way by the Distributor its Reseller or End User. Distributor understands and agrees that time and material charges apply for any support services requested by Distributor that are known or later determined to be related to or the result of Distributor or Reseller or End User modification of Equipment or Software.

3.3 Distributor must maintain an unmodified copy of the latest revision of Software, all Revisions provided hereunder and any additional documentation or archival files necessary to reinstall reconfigure or reconstruct any lost, altered or damaged Software.

3.4 Distributor must have available adequate test equipment for the performance of its warranty and first-level support obligations to its Resellers. This equipment shall include as a minimum a Token Ring network analyzer equivalent in function to a Network General Sniffer. Further LAN interfaces may be required, such as Ethernet or FDDI, depending upon the equipment sold by Distributor to its Resellers, as may an ATM analyzer.

3.5 Distributor shall purchase, maintain and replenish a stock of spare parts adequate for the performance of its warranty and first-level support obligations to its Resellers.

3.6 Distributor shall employ trained and experienced support staff sufficient for the performance of its warranty and first-level support obligations to its Resellers. All such staff must be certified in accordance with the prevailing requirements of the Bay Networks Partner Alliance Program.

4. 7 x 24 2nd LEVEL TELEPHONE ASSISTANCE

4.1 Bay will provide Technical Response Center (TRC) support to Distributor from 08.00 to 20.00 CET Monday through Friday from Valbonne, France,

local

EXHIBIT 4 - BAY NETWORKS PARTNERS SUPPORT PROGRAM

holidays excluded, Calls outside of those hours will be rerouted automatically to one of the two major Bay TRCs in North America. The TRCs are staffed by Bay network engineers to provide second-level support intended to assist Distributor's technical support staff with Product Installation and configuration advice, network problem diagnostics, and Software problem reporting and resolution. Distributor will benefit from priority access to the TRCs, Distributor will maintain complete account control of the Reseller and will be responsible to provide the Reseller's direct support. Bay will accept calls from all Distributor's product-certified personnel, without limitation on numbers.

4.2 In addition to the telephone assistance outlined above, Bay will:

(a) Diligently duplicate problems that have been fully characterized by Distributor with traces, memory dumps and full description of the network configuration Including Software release(s), protocols running, and circumstances surrounding the problem;

(b) Provide Distributor with "Read Only" access to Bay's Clarify system to view Distributor's open tickets, which will enable Distributor to provide up to date status reports to its Resellers;

5. SOFTWARE SUPPORT

5.1 Master Software Subscription Service: Bay will provide automatic distribution of major update and maintenance Revisions to the Software when such Revisions are formally released by Bay, Optivity Revisions will be available in this subscription service from Summer 1996. Until such time Optivity Revisions are purchaseable through Bay's LattisWorks Support Program -see Price List for further details. Revisions are provided for distribution by Distributor to its Resellers who have:

(i) executed a Bay Networks, Inc. Software License Agreement; and

(ii) are either under warranty or have entered Into a service agreement with the Distributor.

Bay will supply one master set of each Software Revision. Distributor is granted a license to sublicense and use (load, copy or transmit as necessary for execution) the Revisions. Distributor shall not copy, disclose, or transfer the Revisions to any third party other than to its Resellers as detailed herein. Distributor must place any media labels supplied by Bay on ail media containing Software and Software Revisions that are delivered by Distributor to its Resellers. Distributor shall use all reasonable efforts to maintain Software installed at End Users at the most current revision level. For each Software Revision, Bay will provide one copy of the updates to the corresponding Software information,

EXHIBIT 4 - BAY NETWORKS PARTNERS SUPPORT PROGRAM

5.2 Software Problem Resolution: For problems with Software that are reported by Distributor and can be verified and/or recreated by Bay on the then current revision of the Software, Bay shall provide remedial support and use reasonable efforts to resolve the reported problem. Bay may provide:

(i) a suggested corrective action; or

(ii) a work around to the problem; or

(iii) a Revision intended to resolve the problem.

5.3 Technical Notices and Status Reports: Bay will provide automatic distribution to Distributor of:

(i) Software Revision Notices or addenda to existing software information

(ii) Software maintenance bulletins

(iii) Other Software information which may be released periodically by Bay

(iv) Periodic status updates on all open software tickets reported by Distributor.

6. NEXT BUSINESS DAY SHIPMENT OF REPLACEMENT PARTS

6.1 In order to fulfill its installation, warranty and service obligations to its Resellers, Distributor will need to stock an adequate supply of service parts and to maintain and replenish that stock; To assist Distributor in that effort, Bay will advance exchange any faulty field-replaceable part (excluding chassis) and make all reasonable efforts to ship the replacement part DDU airport point of entry to the Reseller's country (INCOTERMS 1990 applying) by no later than the business day following Distributor's replacement request. Requests, must be completed using the then standard Bay RMA form.

Exchange parts will, at Bay's option, be new or refurbished upgraded to the latest revision. Distributor shall arrange and bear the cost of freight and Insurance from Distributor's address to the point of repair, Cost of labor for deinstallation will always be paid by Distributor.

6.2 Faulty parts are to be returned within ten (10) days of request, Parts not received within thirty (30) days of request will be Invoiced at full value. Parts that show defects resulting from reasons other than defects in material and workmanship will be replaced for the value of new parts.

6.3 Field upgrades (parts which have new features such as but not limited to added memory) are excluded from the scope of 6,1 and 6.2 above and are chargeable at the rates specified in Bay's Price List.

6.4 Updates, Involving changes to parts that do not provide any additional features, are within the scope of Bay's responsibilities hereunder. The part to be updated must be returned to Bay's nominated factory at Distributor's risk and expense and will be returned by Bay to Distributor updated within the thirty (30) days following.

7. CLASS 1 ECO/FCO UPDATE INFORMATION

Bay will provide Distributor with Engineering Change Orders (ECOs) for all affected Spare Parts in Distributor's spare parts inventory. Field Installable kits where available will be shipped to End User upon request. Emergency and safety ECOs as determined by Bay will be provided at no cost, Distributor will Install ECOs to Its End Users at no cost to Bay.

EXHIBIT 4 - BAY NETWORKS PARTNERS SUPPORT PROGRAM

8. INVOICING TO DISTRIBUTOR

8.1 The Bay Support Service will be calculated in accordance with the Pricing Appendix attached to this Exhibit. The charges will not be calculated on the three months' period following shipment, If Product is dismantled or shipped outside the country, adjustments will be made based on written requests from the Distributor. Likewise if Product not directly shipped by Bay to Distributor becomes the object of a service agreement contracted with the Distributor, it will be included in the above computation.

8.2 Invoicing will be quarterly in advance and payment is due [*] from invoice date.

8.3 Distributor is responsible for taxes and customs duties that may be added to the invoice if Bay is required to collect these charges.

9. WARRANTY AND LIMITATION OF LIABILITY

9.1 Bay warrants that the support services will be provided In a professional workmanlike manner In accordance with Bay's responsibilities as detailed in this Exhibit.

9.2 Bay does not warrant that all Software problems reported will be able to be corrected.

9.3 BAY'S SOLE OBLIGATION UNDER THIS WARRANTY IS DESCRIBED IN THIS SECTION
9. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, BAY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCTS AND SUPPORT PROVIDED UNDER THIS EXHIBIT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

9.4 IN NO EVENT WILL THE LIABILITY OF BAY ARISING OUT OF THIS EXHIBIT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE ACTUAL AMOUNT PAID BY THE DISTRIBUTOR FOR THE SERVICES PROVIDED UNDER THIS EXHIBIT DURING THE ANNUAL TERM IN WHICH THE CAUSE OF ACTION OCCURRED.

9.5 BAY SHALL NOT BE LIABLE FOR ANY SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES.

10. GENERAL PROVISIONS

10.1     In case of any conflict or inconsistency between the terms of this
         Exhibit and the terms of the Agreement, the terms of this Exhibit shall
         prevail.

10.2     Support services specified above are return to Bay of failed Equipment
         items. Software Revisions and Bay technical support are provided as
         second-tier back up support to the technical support staff of the
         Distributor. Distributor support staff is responsible for providing
         direct support to Resellers

10.3     Services, excluding training (see 10,4 below), provided by Bay directly
         to Resellers or End Users on request of and under an order issued by
         Distributor will benefit from a Fifteen Percent (15%) discount off the
         then current Bay List Price. This discount does not apply to the
         Optional On-Site Parts and Labor Program.

         EXHIBIT 4 - BAY NETWORKS PARTNERS SUPPORT PROGRAM


10.4     Training provided either to Distributor or to Resellers or End Users at
         the request of and under an order issued by Distributor will benefit
         from a [*] discount off the then current Bay List Price, Training price
         includes lunch and hand-outs but does not include lodging,
         out-of-pocket expenses, transportation and other meals.

EXHIBIT 4 - BAY NETWORKS PARTNERS SUPPORT PROGRAM

PRICING APPENDIX

Support charges are calculated from the installed Base, as detailed below.

The Installed Base is the total of shipments to Distributor in the three (3) year period preceding the date of Invoice, plus Products added in that period, through, for example, the MAP program or shipments from another reseller or shipments to an End User who is serviced by Distributor. The value used is the nett price paid for the Products.

Support charges are reduced when Products are dismantled/de-installed or shipped outside the Territory or are supported by another /reseller.

Installed Base Size
     (U.S. $)                                        Support Charge
     --------                                        --------------
Under 3,000,000                                            [*]
(A minimum charge of $2,500 per quarter applies)

Under 6,000,000                                            [*]

Under 10,000,000                                           [*]

Under 25,000,000                                           [*]

Under 50,000,000                                           [*]

Under 100,000,000                                          [*]

100,000,000 and over                                       [*]

EXHIBIT 5 - DISTRIBUTOR INVENTORY TERMS

A. REPORTS

A.1      By the tenth business day of each month, Distributor agrees to submit a
         Point of Sale ("POS") shipment report to Bay covering the month just
         ended. The POS report will be broken out by Product and by geographic
         area, including for all countries outside the U.S.A. the first two
         digits of the postal code where available, in a form acceptable to Bay.
         POS reports are to be submitted to:

         "Bay Networks, Inc.
         Attn: POS/Inventory Administrator
         4401 Great America Parkway
         Santa Clara, CA 95052-8185
         U.S.A."

A.2      By the tenth business day of each month, Distributor agrees to submit
         to Bay an "Inventory Report" detailing all Products purchased from Bay
         as of the end of the calendar month just ended that remain unsold in
         Distributor's inventory. The Inventory Report is to be in a form
         acceptable to Bay to include, at a minimum, the number of units and
         Distributor's purchase price value of the inventory by Product model
         number. Distributor's Inventory Reports are to be submitted to:

         "Bay Networks, Inc.
         Attn: POS/Inventory Administrator
         4401 Great America Parkway
         Santa Clara, CA 95052-8185
         U.S.A."

                 Bay Networks Agreement for C2000 (Rev. 9/22/95)

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confident treatment.

EXHIBIT 5 - DISTRIBUTOR INVENTORY TERMS

B. PRODUCT EXCHANGE PRIVILEGES

B.l      Distributor may return previously purchased Products for replacement by
         an equal or greater dollar's value worth of different Products, subject
         to the following conditions:

         a)       Distributor may return Products only within the [*] period
                  following [*] of each year.

         b)       The total value of the returned Products shall not exceed [*]
                  of the Net Shipments Value, for Products only, invoiced by
                  Bay, reduced by any credits already granted, during the [*]
                  immediately preceding each of the above dates, "Net Shipments
                  Value" means the aggregate invoiced value of shipments of all
                  Products to Distributor, less any returns, credits and
                  allowances, taxes and freight associated with the purchase of
                  Products under the Agreement. Purchases of Services are also
                  included in Net Shipments. Inventory and reporting credits and
                  Coop Funds are not deducted in the calculation of Annual Net
                  Shipments, Bay's records are used for all calculations of Net
                  Shipments.

         c)       The replacement Products are not to be identical to the
                  returned Products, Distributor will be invoiced for the
                  replacement products at purchase prices in effect at the time
                  they are shipped, reduced by a credit for the face value of
                  the returned Products being replaced at the price actually
                  paid by Distributor, but reduced by any prior credits granted
                  by Bay.

         d)       The returned Products have been in Distributor's inventory for
                  less than [*] after shipment from Bay, as evidenced by
                  Distributor's monthly Inventory Reports submitted to Bay.

         e)       The returned Products are in their original shipping
                  containers and have not been used, altered or damaged.

B.2      Bay may, in its sole discretion, permit Distributor to exchange
         additional Products in order to correct major Product mix imbalances in
         Distributor's inventory. Any such additional Product exchange
         privileges extended to Distributor will be subject to terms and
         conditions acceptable to both Bay and Distributor prior to the time of
         actual Product exchange.

B.3      If the orders placed by Distributor in the [*] after activation of a
         subsidiary in accordance with Exhibit 6 following lead to Product mix
         imbalances in Distributor's inventory, then the Distributor and Bay's
         area management shall be able to agree extension for a limited period
         of the [*] limitation per B.1 b) above,

                 Bay Networks Agreement for C2000 (Rev. 9/22/95)

         EXHIBIT 5 - DISTRIBUTOR INVENTORY TERMS

                              C. PRICE PROTECTION

C.1      In the event of a list price decrease for Products, Distributor may be
         eligible to apply for a credit on those units of Product in
         Distributor's inventory that (i) have not been sold and (ii) were
         shipped by Bay to Distributor no more than [ * ] prior to the effective
         date of the list price decrease,

C.2      the amount of credit available to Distributor on any unit of affected
         Product is equal to the difference between:

         a)       [ * ], and

         b)       [ * ].

C.3      In order to receive a credit, Distributor must have faithfully
         submitted its monthly Inventory Report and POS reports to Bay according
         to section A of this Exhibit. Distributor may claim its credit by
         submitting to Bay a report of Distributor's inventory eligible for the
         list price decrease credit within [ * ] of the effective date of the
         list price decrease. Upon verification by Bay of the eligibility of
         units claimed and calculation of the credit amount, Bay will issue a
         credit against Distributor's account.

                 Bay Networks Agreement for C2000 (Rev. 9/22/95)

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 5 - DISTRIBUTOR INVENTORY TERMS

D. REPURCHASE

D.1      If Bay terminates the Agreement without cause, Bay agrees to
         repurchase from Distributor, at Distributor's option, all Products
         furnished under the Agreement which Distributor has not sold and which
         are in Distributor's inventory as at the effective date of termination.
         Bay's agreement to repurchase such Products is conditioned on: (a) the
         Products to be repurchased have been reflected on Distributor's monthly
         Inventory Reports furnished to Bay under the Agreement section titled
         Reports; (b) Bay is able to verify that the Products were shipped by
         Bay to Distributor within the six (6) months preceding the effective
         date of termination; and (c) the Products are in their original
         shipping containers and have not been used, altered or damaged;
         otherwise, Bay will be under no obligation to repurchase the Products.
         The repurchase price is the price actually paid by Distributor minus
         any prior credits and allowances. Upon Bay's repurchase, Distributor
         agrees to ship the Products to Bay's designated location, freight and
         insurance prepaid.

D.2      Upon the expiration of the Agreement, Bay may, at its option,
         repurchase from Distributor any or all of the Products in Distributor's
         inventory at prices to be agreed between the parties. However, the
         repurchase prices will in no event be greater than the actual price
         originally paid by Distributor to Bay, minus any prior credits or
         allowances.

D.3      Any credit entitlement due to Distributor will be paid by Bay to
         Distributor within [ * ] after the repurchases exercised in accordance
         with D.l and D.2 above.

Bay Networks Agreement for C2000 (Rev. 9/22/95)

EXHIBIT 6 - LOCAL COUNTRY/LOCAL REGION DISTRIBUTOR
ACTIVATION PROCESS

Each Distributor entity has to meet the Bay quality and technical criteria prior to resale activity by that entity in the country for which the Business and Resource Plan is approved. Business/Resource Plans are to be reviewed and approved annually. Development of local relationships between the Distributor and Bay personnel is a key to success and both parties will use their best endeavors to develop the local relationship.

1. COUNTRY ACTIVATION

A. Receipt and acceptance of a Business and Resource plan for each entity. The business plan is to define the territory requested and describe the following:

1. MARKET STRATEGY

- Market view (size, key vertical markets, growth)

- Distributor Segment targets

- Market development plans (PR, seminars, advertising)

2. SALES STRATEGY

- Channel strategy (in the territory)

- Reseller recruitment and management overview

- Reseller programs

- Reseller training requirements

- Target accounts (key initial targets for cooperation and support)

- Service and support strategy (Hardware-Software support, on-site service levels, other professional services (training, consulting)

3. SALES GOALS

- Total revenue for Bay Networks (net$)

- Revenue mix by product group

- Service revenue plan (contract maintenance and other)

- RESOURCE PLAN

- Pre-sales technical headcount (by calendar quarter)

- Dedicated sales headcount (by calendar quarter)

- Training budget Support investment (contract services, Hardware and Software)

B. INITIAL COUNTRY ENGAGEMENT COMMITMENT IN ADDITION TO ACCEPTED BUSINESS/RESOURCE PLAN.

1. QUALIFICATION FOR HIGH TECHNOLOGY

- How Distributor will meet the Bay quality, technical, training requirements

- How its resellers will meet the Bay requirements.

2. GENERAL

It is envisaged that the majority of the Distributor entities will qualify as Volume Distributors and will benefit from the discount structure detailed in Exhibit 2A herein.

In certain countries the Distributor may wish to qualify as a Value Added Distributor and therefore to apply the discounts detailed in Exhibit 2B. The following criteria are those that MUST be met by the Distributor entity in such cases, in addition to the agreement with local Bay management on the business plan for the region:-

Value Added Distributor Criteria:-

i. Distributor must demonstrate that:

(a) it has on staff a technical manager to assist resellers with networking and Product information;

(b) it has on staff a business manager to assure contract terms are met, proposal information is available and that other administrative management efforts are achieved

(c) it can provide pre-sales technical assistance, installation services, and technical telephone support to its value added resellers on the Products;

(d) it has on staff in each country of the Territory two pre-sales engineers and two post-sales engineers who have earned the designation of Bay Networks Expert under the Bay Networks Certification Program; and

(e) it has on staff in each country of the Territory at least two salespeople who can demonstrate proficiency in the Products' connectivity and/or router solutions for small to mid-range networks.

(f) it makes available a quality support capability to its Resellers and to End Users. As a significant element of his obligation Distributor agrees to purchase second-level support from Bay for the whole of the installed base in the qualifying Territory in accordance with the Provisions of Exhibit 4 hereto.

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

AMENDMENT

BAY NETWORKS, INC.
NON-EXCLUSIVE DISTRIBUTOR AGREEMENT

This Amendment is entered into effective September 30, 1996 ("Amendment Date") by and between Bay Networks, Inc. ("Bay"), acting on behalf of itself and its affiliates, and Computer 2000 AG (Holding) ("Holding") acting on behalf of itself and its subsidiaries.

Bay and Holding have previously entered into a Non-Exclusive Distributor Agreement ("Agreement") with an Effective Date of September 25,1995. Under the terms of the Agreement, Holding's subsidiaries ("Distributor(s)") which agree to be bound by the terms of the Agreement and which continue to meet the qualification requirements contained in the Agreement, may purchase for resale Products manufactured and distributed by Bay.

Where indicated, this Amendment shall modify and supersede terms and conditions contained in the Agreement and its Exhibits, but all other terms and conditions of the Agreement shall remain in full force and effect between the contracting parties. This Amendment applies to the purchase of Netgear products only. It does not effect the purchase of Bay products.

The NETGEAR subsidiary of Bay ("NETGEAR") distributes products under its own brand names ("NETGEAR Products") through separate channels of distribution from those utilized by Bay.

Holding desires to have qualified Distributors authorized to purchase or license NETGEAR Products under the Agreement for distribution through their reseller outlets to end use customers.

Subject to receiving Holding's assurance that those Distributors authorized to purchase and distribute both Products and NETGEAR Products will be bound by and will comply with the terms of the Bay Agreement and this Amendment, Bay is willing to grant qualified Distributors the non-exclusive right to purchase and distribute NETGEAR Products as follows:

1. ORDERING NETGEAR PRODUCTS

A. Orders for NETGEAR Products must be placed separately from those for Bay-Products and must be made out to NETGEAR.

B. Orders for NETGEAR Products must be transmitted to the following address:

NETGEAR, Inc.
48105 Warm Springs Blvd.
Fremont, CA 94539

U.S.A.

510-490-4774

C. Orders may be sent by telefax or other electronic media approved by NETGEAR. Fax orders should be sent to the following number: 510-498-2650.

Computer 2000 Amendment 101196

D. Orders must include the following information:

(i) Distributor's Purchase Order number;

(ii) Product number and description for each item ordered;

(iii) Desired quantities;

(iv) Purchase price for each Product ordered;

(v) Requested ship date(s);

(vi) Preferred shipping method; and

(vii) Exact "Bill to" and "Ship to" address.

E. Orders for NETGEAR Products submitted with orders for Bay-Products, made out to Bay Networks rather than NETGEAR or submitted without the information listed above will not be accepted.

2. PRICES & PAYMENT

A. Prices for NETGEAR Products are those set out in NETGEAR'S Price List, less the applicable discount specified in Exhibit 1 to this Amendment.

B. Upon shipment, NETGEAR will invoice Distributor directly for all NETGEAR Products shipped. Distributor will remit payment of invoiced amounts directly to NETGEAR at the above address or such other address as may be supplied by NETGEAR.

3. INVENTORY PRICE PROTECTION

Requests for inventory price protection on NETGEAR Products must be made directly to NETGEAR at the above address. All other terms and conditions relative to inventory price protection for NETGEAR Products are the same as for Products.

4. PRODUCT EXCHANGE PRIVILEGES

Requests for exchange of NETGEAR Products must be made directly to NETGEAR at the above address. All other terms and conditions relative to exchange of NETGEAR Products are the same as for Bay-Products.

5. DISTRIBUTOR'S RESPONSIBILITIES

A. Authorization as a NETGEAR Products Distributor extends only to the sale or license of NETGEAR Products to companies which will, in turn, supply them to end-use customers. Distributor may not sell or license NETGEAR Products directly to end use customers without the express written consent of NETGEAR.

B. Distributor must aggressively market, promote, sell, support, and otherwise create and increase demand for the NETGEAR Products by end-users in the Territory.

C. If Distributor supplies NETGEAR Products to or through retail outlets, Distributor must use its best efforts to assure that the NETGEAR Products are prominently displayed and that shelves are adequately stocked at all times.

Computer 2000 Amendment 101196

6. REPORTS

A. Each month Distributor must prepare and submit directly to NETGEAR:

(i) a Point of Sale (POS) shipments report covering the preceding month, broken out by product.

(ii) a report showing inventory of the NETGEAR Products purchased and licensed from NETGEAR as of the end of the previous calendar month. The report must include, at a minimum, the units of the inventory by product.

(iii) a non-binding six-month rolling forecast of sales by NETGEAR Product.

B. All such reports must be submitted to: NETGEAR, Inc., 48105 Warm Springs Blvd., Fremont, CA 94539 U.S.A.

C. If Distributor does not submit the POS and inventory reports each month, Distributor may not be eligible to receive inventory price protection or stock rotation privileges.

7. MARKETING AND SUPPORT PROGRAMS

A. Distributor is not eligible to receive and shall not claim reimbursement under Bay's cooperative advertising, marketing assistance or other similar programs for purchase or resale of NETGEAR Products. Marketing assistance, if any, regarding NETGEAR Products will be provided by NETGEAR.

B. The support options and programs included in the Agreement are not available for NETGEAR Products. All support for NETGEAR Products is supplied by NETGEAR or its designated support providers. Any request for support services on NETGEAR Products should be directed to NETGEAR at the address listed above.

The terms and conditions of this Amendment, shall amend and supersede any conflicting terms of the original Agreement only as they relate to the purchase or license of NETGEAR Products. All other terms of the original Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.

BAY:                                     HOLDING:

BAY NETWORKS, INC.                       COMPUTER 2000 AG (HOLDING)

By: /s/ Joe Booker                       By: [ILLEGIBLE]
    ---------------------------              -----------------------------------
Name: Joe Booker                         Name: [ILLEGIBLE]

Title: Vice President General Manager    Title: [ILLEGIBLE]
       Commercial Business Unit

Date: 12/3/96                            Date: [ILLEGIBLE]

Computer 2000 Amendment                                                   101196

                                        3

                                                 CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 1

DISCOUNT SCHEDULE

Distributor agrees that the foregoing Discount is only applicable to NETGEAR Products included on the NETGEAR Price List on the Effective Date of this Agreement. NETGEAR reserves the right to add Products to the Price List at its sole discretion and any such additional Products shall be offered to Distributor at discounts to be determined at that time.

Computer 2000 Amendment 101196

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.18

NETGEAR, INC.
MASTER PURCHASE AGREEMENT
FEB. 11, 2003

Master Purchase Agreement Page 1

NETGEAR
MASTER PURCHASE AGREEMENT

This Master Purchase Agreement (the "Master Agreement") is entered into as of Feb. 11, 2003 ("Effective Date") between NETGEAR, Inc., a Delaware corporation having its principal place of business at 4500 Great America Parkway, Santa Clara, California 95054 ("NETGEAR") and LITE-ON Technology Corp., a corporation having its principal place of business at 7F, No. 10, Lane 345, Yangguang St., Neihu Chiu. Taipei 114, Taiwan ("SUPPLIER"), for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged. Incorporated into this Master Agreement by reference herein are:

Exhibit A, General Terms (Version US 11/07/02)

Exhibit A1, Purchase Order (Version US 11/07/02)

Exhibit A2, Purchase Price and Services Fees (Version US 11/07/02)

Exhibit A3, Products, Product Specifications and Lead Time
(Version US 11/07/02)

Exhibit A4, NETGEAR Proprietary Technology (Version US 11/07/02)

Exhibit B, Software License Terms (Version US 11/07/02)

and any of the following selected Exhibits (uncheck the box for any Exhibits that shall not be part of this Master Agreement):

[X] Exhibit C, Maintenance Services Terms (Version US 11/07/02)

[X] Exhibit D, Intellectual Property Protection Agreement (Version US 11/07/02)

[X] Exhibit D1, Statement of Work (Version US 11/07/02)

[X] Exhibit E, Non-Recurring Engineering Costs (Version US 11/07/02)

[X] Exhibit F, Supplier Training Services Terms (Version US 11/07/02)

[X] Exhibit G, Quality Procedures/On-Going Reliability Testing

(Version US 11/07/02)

This Master Agreement, including all Exhibits that are incorporated by reference herein, shall form the entire agreement, representation and understanding between the parties with respect to the subject matter hereof and shall supersede all previous and contemporaneous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

IN WITNESS WHEREOF, the parties have caused this Master Agreement to be executed by their duly authorized representatives with the intent to be legally bound as of the Effective Date.

Master Purchase Agreement Page 2

NETGEAR, Inc.              SUPPLIER (Name of Company) Lite-on Technologies Corp.

/s/ Michael F. Falcon      /s/ Landy Chen
-----------------------    --------------------------------------
Name Michael F. Falcon     Name Landy Chen

     VP of Operations           AVP of Sales & Product Marketing
-----------------------    --------------------------------------
Title                      Title

    February 11, 2003          Feb. 11, 2003
-----------------------    --------------------------------------
Date                       Date

Master Purchase Agreement Page 3

EXHIBIT A

GENERAL TERMS

Version US 11/07/02

These General Terms are part of the Master Agreement between NETGEAR and SUPPLIER, which incorporates these General Terms by reference herein. These General Terms shall apply to the entire Master Agreement,

RECITALS

A. NETGEAR is engaged in the design, manufacture and sale of certain home and office systems and related products, which consist of hardware and associated software.

B. SUPPLIER is engaged in the design, manufacture and sale of certain software and hardware Products (as defined below), which are used in or complement NETGEAR's products. SUPPLIER wishes to supply and license the Products to NETGEAR, for resale under the NETGEAR label as part of, or complementary to, NETGEAR's products,

1. DEFINITIONS

1.1 Affiliate: means an entity that directly or indirectly controls, or is controlled by or is under common control with, the party. For the purposes of this definition, the term "control" shall mean the ownership of voting stock or other equity interest entitling the owner to exercise at least fifty percent (50%) of the voting rights of the entity.

1.2 Change of Control: means (i) any transaction following the Effective Date by which any person or group of persons (other than an Affiliate) acquires (in a single or a series of related transactions) more than fifty percent (50%) of the equity interest of SUPPLIER; (ii) a merger or other business combination by which any third party acquires (in a single or a series of related transactions) more than fifty percent (50%) of the equity interest of SUPPLIER or the entity surviving such merger or combination; or (iii) any other transaction by which any third party acquires (in a single or a series of related transactions) control of all or fifty percent (50%) of all the assets of SUPPLIER or acquires the exclusive rights to the Products and the Intellectual Property Rights necessary to make, modify, manufacture and sell the Products.

1.3 Documentation: means all technical and operating guides and manuals and program descriptions of the Products listed in Exhibit A3. as updated by SUPPLIER from time to time,

1.4 End User: means a person or business entity that purchases, leases or otherwise properly obtains the right to use NETGEAR systems directly from NETGEAR or through one or more intermediaries for its own use or for internal business purposes (and not for transfer or resale to others).

Master Purchase Agreement Page 4

1.5      Epidemic Failure: means a defect or set of related defects in the
         Products resulting from defects in material, workmanship, manufacturing
         process or design deficiencies affecting one-quarter percent (.25%) or
         more of the Products delivered during any three (3) month period,

1.6      Intellectual Property Rights: means all United States and foreign
         patents, copyrights, trade names, trademarks, trade secrets, know-how,
         mask work rights, and any other intellectual property rights, whether
         registered or unregistered.

1.7      Marks; means NETGEAR's trademarks, service marks, trade names, and
         logos.

1.8      Maximum Quantity; means the quantity of the Products in excess of [*].

1.9      NETGEAR Proprietary Technology; means any proprietary information,
         technical data, trade secrets or know-how, including, but not limited
         to, research, product plans, computer software and code, developments,
         inventions, processes, formulas, technology, designs, drawings,
         engineering, hardware configuration information, ,and other information
         and technology disclosed by NETGEAR either directly or indirectly in
         writing, orally or by drawings or inspection of parts or equipment, By
         way of illustration and not limitation, NETGEAR Proprietary Technology
         may include materials listed in Exhibit A4.

1.10     Products: means the SUPPLIER base products identified in Exhibit A3
         that are privately labeled and customized for NETGEAR in accordance
         with the Product Specifications, and the Work Products that are
         developed for NETGEAR by SUPPLIER in accordance with Exhibit D. All
         Products include the Supporting Software,

1.11     Product Specifications; means the specifications for the Products set
         forth in Exhibit A3.

1.12     Refurbished Products: means the Products that contain used or repaired
         parts.

1.13     Supporting Software; means all device drivers, firmware, and all
         necessary software for the proper operation and support of the Products
         and any Updates thereto, The Supporting Software may be pre-installed
         on the Products or be in a stand-alone form. SUPPLIER shall supply the
         Products along with the Supporting Software and to the extent
         reasonably possible the supporting Software shall include built-in
         diagnostic software that NETGEAR can run on its own systems.

1.14     Taxes means all federal, state, local, foreign, international, sales,
         use, withholding and value added taxes, GST, duties and other
         government charges (except for taxes based on NETGEAR's net income),
         and any related penalties and interest.

1.15     Unit Price: means prices for the Products that are set out in
         SUPPLIER'S price list, less the applicable discount specified in
         Exhibit A2.

1.16     Updates: means all future enhancements, improvements or modifications
         to the Supporting Software. An Update is designated (i) by a numerical
         increase to the right of the Supporting

                          Master Purchase Agreement         Page 5

         Software's decimal point, e.g., 3.1, or (ii) by any other reasonable
         and consistent method adopted by current standard industry practices
         for designating an update.

1.17     Upgrades: means all new versions of the Supporting Software that
         contain new features or functionality. An Upgrade is designated (i) by
         a numerical increase to the left of the Supporting Software's decimal
         point, e.g., 4.0, or (ii) by any other reasonable and consistent
         method adopted by current standard industry practices for designating
         an upgrade.

1.18     Work Products; means products as defined in Section 3.1 of Exhibit D

2        PURCHASE AND SALE OF PRODUCTS

2.1      General. This Master Agreement sets forth the only terms and conditions

under which NETGEAR shall purchase and SUPPLIER shall supply the Products. The terms and conditions of this Master Agreement shall apply to all Products purchased or licensed by NETGEAR from SUPPLIER. NETGEAR purchases and licenses the Products for resale to its End Users, NETGEAR may resell the Products solely in conjunction with its system or sell or lease the Products as a "Customer Kit" to its End Users. Resale, as used in the foregoing sentences, shall also include the right to grant End Users appropriate licenses or sublicenses to use the Products. NETGEAR shall have full freedom and flexibility in its decisions concerning the distribution and marketing of the Products including, without limitation, the decision of whether or not to distribute or discontinue distribution of the Products.

2.2 Private Label and Customization. All Products supplied by SUPPLIER to NETGEAR shall be customized in accordance with the Product Specifications with the use of NETGEAR Proprietary Technology, and shall be provided to NETGEAR in the color and branded with such Marks as NETGEAR may designate to SUPPLIER. Within thirty (30) days after the Effective Date of this Master Agreement, NETGEAR will provide to SUPPLIER NETGEAR Proprietary Technology and ad specifications and guidelines necessary to private label the Products ("Label and Packing Specifications"). SUPPLIER shall strictly comply with such Label and Packing Specifications.

2.3 Product Development. Subject to the parties' selection of Exhibit D on the signature page of this Master Agreement, SUPPLIER shall develop, manufacture and/or assemble the Work Products for NETGEAR in accordance with Exhibit D.

2.4 Exclusivity. SUPPLIER agrees to supply the Products exclusively to NETGEAR and to any of NETGEAR's Affiliates or agents identified by NETGEAR under the terms of this Master Agreement. SUPPLIER agrees not to sell such Products directly to any third party or agent or former agent of NETGEAR. Notwithstanding the foregoing, SUPPLIER may utilize its underlying technology to create similar products for itself or other third parties as long as it does not incorporate into those products NETGEAR Proprietary Technology or the Work Products.

3 PURCHASE ORDERS, CHANGES AND CANCELLATIONS

3.1 Purchase Orders. All orders for the Products shall be made pursuant to written purchase orders submitted by NETGEAR to SUPPLIER that shall be substantially in the form of Exhibit A1 and shall specify at a minimum the Products, quantity, shipping address, and the requested delivery date ("Purchase Orders"). All Purchase Orders placed under this Master Agreement shall be subject to the terms and conditions set forth in this Master Agreement and on the Purchase Order. In the event of any

Master Purchase Agreement Page 6

inconsistency between this Master Agreement and the Purchase Order or SUPPLIER'S sales acknowledgment, the terms and conditions of this Master Agreement shall prevail. NETGEAR hereby rejects any term, provision or condition in SUPPLIER's sales acknowledgment or other communication in conflict with, or purporting to add to, or modify, the terms of this Master Agreement or the Purchase Order, and any such term, provision or condition shall be deemed stricken and not binding upon NETGEAR. SUPPLIER shall be obligated to honor all Purchase Orders plus [*] of the quantity of the Products stated in the Purchase Orders, unless the resulting quantity of the Products requested therein exceeds the Maximum Quantity. If the quantity stated in any Purchase Order exceeds the Maximum Quantity, such order shall be subject to SUPPLIER's review and acceptance, which shall not be unreasonably withheld,

3.2 Changes to Purchase Orders. NETGEAR shall have the right at any time prior to delivery of the Products to make changes to the Purchase Order. SUPPLIER shall notify NETGEAR in writing if any such changes cause an increase in the time required for the performance, and NETGEAR must accept in writing such revised performance schedule in order for it to be binding. SUPPLIER agrees 10 accept any such changes to the Purchase Orders made at any time prior to delivery.

3.3 Cancellation for Convenience. NETGEAR shall have the right to cancel by written notice any Purchase Order, in whole or in part, at any time prior to delivery of the Products; provided that SUPPLIER shall be paid a cancellation charge equal to SUPPLIER'S actual direct costs resulting from such cancellation. SUPPLIER'S actual direct costs shall be limited to NETGEAR's unique components that cannot be utilized by other customers or disposed of without costs being incurred, and shall not include any damages occurred or costs of work performed after receipt of the cancellation notice or any costs incurred by SUPPLIER's suppliers or subcontractors, NETGEAR's liability for actual direct costs shall be contingent on SUPPLIER's using commercially reasonable efforts to mitigate damages constituting actual direct costs. SUPPLIER shall present a calculation of its actual direct costs to NETGEAR within fourteen (14) days of its receipt of the cancellation notice.

3.4 Cancellation for Cause. NETGEAR may cancel any Purchase Order at any lime in the event of any defaulter failure to comply with the terms and conditions of the Master Agreement by SUPPLIER, If any Purchase Order is canceled for any default. or cause, NETGEAR shall not be liable to SUPPLIER for any amount and SUPPLIER shall be liable to NETGEAR for any damages sustained by such default or cause giving rise to the cancellation.

3.5 Sole and Exclusive Remedy. SUPPLIER acknowledges and agrees that the liabilities set forth in Sections 3.3 and 3,4 represent NETGEAR's sole liability for the cancellation of the Purchase Orders whether for convenience or cause and represent the sole and exclusive remedy of SUPPLIER for cancellation of the Purchase Orders.

4. MONTHLY FORECASTS AND PURCHASE OBLIGATIONS

4.1 Monthly Forecasts. On approximately a monthly basis, NETGEAR will provide rolling six (6) month forecasts to SUPPLIER, SUPPLIER will use commercially reasonable efforts to support such rolling six (6) month forecasts. SUPPLIER acknowledges and agrees that any such forecast provided by NETGEAR is for planning purposes only, SUPPLIER further acknowledges and agrees that monthly forecasts provided by NETGEAR do not constitute a commitment of any type on behalf of NETGEAR.

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4.2 Purchase Obligations, The parties agree that there is no minimum or maximum purchase obligation under this Master Agreement, SUPPLIER shall supply the Products only after NETGEAR places a Purchase Order and only in the quantity specified in the applicable Purchase Order, NETGEAR shall be under no obligation to place Purchase Orders under this Master Agreement.

5. DELIVERY OF PRODUCTS

5.1 The parties acknowledge and agree that meeting requested delivery dates specified in the Purchase Orders is a material term of this Master Agreement. SUPPLIER agrees to fill all Purchase Orders and to deliver the Products along with the applicable Documentation on the requested delivery date. SUPPLIER further agrees to work aggressively to reduce the lead times for all Products as specified in Exhibit A3. To the extent that any Purchase Order exceeds the Maximum Quantity, quantity of the Products in excess of the Maximum Quantity shall be subject to delivery schedules agreed to between NETGEAR and SUPPLIER, If delivery of the Products is delayed by SUPPLIER for more than [*] for reasons other than force majeure (as defined in Section 24.6), NETGEAR may terminate that Purchase Order and return the ordered Products (if already shipped). Upon receipt of the returned Products, SUPPLIER shall issue a full refund of all amounts if already paid for that Purchase Order, and pay any damages incurred by NETGEAR due to the delay, including any costs incurred in purchasing substitute products, NETGEAR shall have the right to offset any such amounts payable by SUPPLIER under this Section 5,1 against any amounts outstanding and payable by NETGEAR to SUPPLIER hereunder, SUPPLIER shall not deliver to NETGEAR any Products that were manufactured in locations not approved in advance and in writing by NETGEAR,

5.2 SUPPLIER shall handle, pack and mark the Products in accordance with NETGEAR's Label and Packing Specifications and/or written instructions provided by NETGEAR. NETGEAR shall have the right to inspect each delivery of the Products and perform those tests it deems necessary to determine if the Products are acceptable, Under no circumstances shall NETGEAR's inspection and testing of the Products, including samples, be deemed to constitute acceptance, NETGEAR shall be deemed to have accepted the Products only in the event that: (i) NETGEAR fails to accept or reject the Products within thirty (30) days of delivery; (ii) NETGEAR explicitly accepts the Products in writing; (Hi) the Products are used in a manufacturing process conducted by NETGEAR-authorized contract manufacturer and the Products successfully complete final test; or (iv) NETGEAR delivers the Products to any End User NETGEAR's acceptance of any Products shall in no way be construed as a representation by NETGEAR that NETGEAR has completely tested the Products or that such Products comply with their specifications or conform to any warranties made by SUPPLIER under this Master Agreement. NETGEAR's acceptance of any Product shall in no way negate any warranty provided under this Master Agreement or affect any other provision of this Master Agreement. Acceptance is only to be used to determine whether SUPPLIER is entitled to receive payment for the Products, The Products rejected or supplied in excess of quantities specified in any Purchase Order may be returned to SUPPLIER, at its expense, and in addition to NETGEAR's other rights, NETGEAR may charge SUPPLIER all expenses of unpacking, examining, repacking, and reshipping such Products. If NETGEAR receives the Products with defects or non- conformities that are not apparent upon examination, NETGEAR reserves the right to require replacement thereof as well as payment of damages therefor upon discovery of any such defects or non-conformities. Nothing contained in this Master Agreement shall in any way relieve SUPPLIER from the obligation of testing, inspection and quality control with respect to the Products.

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insurance, taxes, duty and other charges for delivery of the Products from SUPPLIER'S factory to the port of exit. An itemized packing list must accompany each shipment and include the following information: Purchase Order number, quantity, shipment address, indication of partial/complete shipment, and description of the Products including, but not limited to, weight and dimensions of the Products.

5.4 Upon NETGEAR's written authorization, SUPPLIER shall deliver the Products directly from SUPPLIER'S manufacturing facility to NETGEAR. NETGEAR will transmit a Purchase Order by facsimile or other agreed upon means to communicate to SUPPLIER, SUPPLIER shall communicate to NETGEAR an acknowledgment within two (2) business days of receipt of the Purchase Order confirming the quantity, delivery date, and delivery location. SUPPLIER will then schedule delivery of each Product to the delivery location on the delivery date specified in the Purchase Order. If the delivery date in SUPPLIER'S acknowledgment is different than the date set forth in the Purchase Order, SUPPLIER must promptly notify NETGEAR Worldwide Procurement of the discrepancy, SUPPLIER agrees that the delivery date in SUPPLIER'S acknowledgement shall not exceed the lead times as specified in Exhibit A3. If only a portion of the Products are available for shipment to meet the delivery date, SUPPLIER will notify NETGEAR and ship the available Products unless otherwise directed by NETGEAR.

5.5 Products supplied by SUPPLIER to NETGEAR shall be delivered CIP (Incoterms 2000) to NETGEAR's facility, or such other destination specified in the Purchase Order, at which point title to, all responsibility for, and all risk of loss of, the Products shall pass from SUPPLIER to NETGEAR.

5.6 NETGEAR's transmission of a Purchase Order is SUPPLIER'S only authorization to ship the Products to NETGEAR and invoice NETGEAR for the Products specified in the Purchase Order.

6. PURCHASE PRICE AND PAYMENT

6.1 Purchase Price. The prices for the Products supplied under this Master Agreement are specified on Exhibit A2. The prices for new products that the parties may add to Exhibit A3 shall also be reflected on Exhibit A2. Such prices shall be the sole amount payable by NETGEAR for the Products supplied to it by SUPPLIER under this Master Agreement, The Unit Price for each Product will be reviewed on a quarterly basis or as otherwise required by NETGEAR. The prices can be changed only upon mutual agreement of the parties evidenced in writing signed by both parties, All prices shall be in United States dollars and are exclusive of applicable Taxes,

6.2 Equivalent Prices. SUPPLIER represents and warrants that the prices for the Products shall not be less favorable than prices applicable to sales by SUPPLIER to any other customer purchasing like quantities of substantially comparable products, If at any time during the term of this Master Agreement SUPPLIER offers to any other such customer more favorable prices and terms, SUPPLIER shall immediately offer to sell the Products to NETGEAR at equivalent prices and terms offered to such other customer. Additionally, if a lower price has been provided to another customer, then SUPPLIER will apply this lower price retroactively to NETGEAR consistent to the date that the lower price was first provided to the other customer.

6.3 Costs Reductions. NETGEAR expects material cost reductions to be pursued aggressively by SUPPLIER. Upon NETGEAR's request, SUPPLIER shall review with NETGEAR on a quarterly basis the costs associated with manufacturing each Product and SUPPLIER agrees to reduce the price of the Products in accordance with any costs reductions realized as a result of reviews, in certain cases, NETGEAR may be able to assist in component supply negotiations. If NETGEAR is able to assist

Master Purchase Agreement Page 9

SUPPLIER in obtaining component price reductions, such reductions shall be passed through to NETGEAR in its entirety through a price reduction.

6.4 Costed Bill of Materials. On a quarterly basis, SUPPLIER shall provide to NETGEAR a value chain analysis for the Products that shall consist of a complete costed bill of materials including, but not limited to, all component costs, labor costs, overhead costs, freight, duty, profit, SG&A, and warranty. Costed bills of materials will be provided to NETGEAR on the fifteenth (15th) day of the second (2nd) month of each calendar quarter. For new products and new projects, costed bills of materials will be provided along with quotations,

6.5 Non-Recurring Engineering Costs. Non-recurring engineering costs ("NRE"), if any, shall be borne by the parties in accordance with the schedule set forth in Exhibit E.

6.6 Payment. For all Purchase Orders fulfilled by SUPPLIER, payment will be made within [*] from the date of NETGEAR's receipt of the Product invoice, Unless the parties agree otherwise, all payments will be made in U.S. currency, In the event taxes are required to be withheld by any foreign taxing entity on payments due SUPPLIER, NETGEAR will deduct such taxes from any amount owed SUPPLIER and pay them to the appropriate taxing authority. NETGEAR will provide SUPPLIER a receipt for such taxes.

6.7 Taxes. Subject to Section 6,6, SUPPLIER shall pay or reimburse NETGEAR for all Taxes paid or payable by SUPPLIER or NETGEAR which are accrued or assessed during the term of this Master Agreement whether against SUPPLIER or NETGEAR, relating to this Master Agreement.

6.8 Right to Offset. NETGEAR shall have the right to offset any payments that its owes to SUPPLIER under this Section 6 against any payments outstanding and payable by SUPPLIER hereunder.

7. AUDIT RIGHTS

SUPPLIER agrees to keep and maintain, for a period of two (2) years after the end of the year to which they pertain, complete and accurate records of the Products purchased by NETGEAR, Upon twenty-four (24) hour prior notice, NETGEAR shall have the right, exercisable not more than once every twelve (12) months, to appoint an independent accounting firm, at SUPPLIER'S expense, to examine such books, records, and accounts during SUPPLIER'S normal business hours to verify the actual cost compared to costed bills of materials submitted to NETGEAR by SUPPLIER. SUPPLIER shall fully cooperate with such audit, and grant all required assistance and access to all records, materials and equipment. The auditor shall not disclose any of SUPPLIER'S Confidential Information to NETGEAR except as related to any non-compliance with this Master Agreement, In the event such audit discloses an overpayment by NETGEAR, SUPPLIER shall promptly remit the overpaid amounts to NETGEAR.

8. OWNERSHIP OF INTELLECTUAL PROPERTY

8.1 Ownership of Rights in and to SUPPLIER Proprietary Technology. NETGEAR acknowledges SUPPLIER'S exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to SUPPLIER proprietary technology that has been developed by SUPPLIER at its own expense without any involvement of NETGEAR or NETGEAR Proprietary Technology and that, except as specified in this Master Agreement, NETGEAR shall acquire no rights whatsoever in or to any of such

Master Purchase Agreement Page 10

Intellectual Property Rights. SUPPLIER reserves all rights and licenses to such SUPPLIER proprietary technology not specifically granted to NETGEAR hereunder.

8.2 Ownership of Rights in and to NETGEAR Proprietary Technology. SUPPLIER acknowledges NETGEAR's exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to NETGEAR Proprietary Technology and that, except as specified in this Master Agreement, SUPPLIER shall acquire no rights whatsoever in or to any of such Intellectual Property Rights, Without limiting the generality of the foregoing and for the avoidance of any doubt, SUPPLIER further acknowledges and agrees that any software developed by NETGEAR in support of the Products shall be owned exclusively by NETGEAR and SUPPLIER shall acquire no rights whatsoever in or to any Intellectual Property Rights associated with such software. SUPPLIER shall not utilize any of NETGEAR Proprietary Technology for any purpose whatsoever, except as authorized herein, and shall not take any action which may, in the reasonable opinion of "NETGEAR, adversely affect or impair NETGEAR's rights, title and interests in and to NETGEAR Proprietary Technology. NETGEAR reserves all rights in and to NETGEAR Proprietary Technology not specifically granted to SUPPLIER hereunder.

8.3 Ownership of Rights in and to the Work Products. Ownership of any and all Intellectual Property Rights embodied in or pertaining to the Work Products shall be as set forth in Section 3 of Exhibit D.

8.4 Ownership of Rights in and to Other Technology and Materials. NETGEAR shall own exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to any software, hardware, industrial design, specifications, and other technology and materials developed by SUPPLIER at NETGEAR's expense, or with any involvement of NETGEAR Proprietary Technology ("Other Technology and Materials"). SUPPLIER hereby irrevocably transfers, conveys and assigns to NETGEAR, and agrees to transfer, convey and assign to NETGEAR, in perpetuity all right, title, and interest in the Other Technology and Materials, including without limitation, ail Intellectual Property Rights with respect thereto. [*] NETGEAR shall have the exclusive right to apply for or register patents, copyrights, and such other proprietary protections as it wishes for the Other Technology and Materials. SUPPLIER agrees to execute such documents, render such assistance, and take such other action as NETGEAR may reasonably request, at NETGEAR's expense, to apply for, register, perfect, confirm, and protect NETGEAR's rights in the Other Technology and Materials. SUPPLIER hereby irrevocably designates and appoints NETGEAR and its duly authorized officers and agents as its agents and attorneys-in-fact, to act in its behalf and instead of SUPPLIER, to execute and file any such application, and to do all other lawfully permitted acts to further the prosecution and issuance of Intellectual Property Rights for the Other Technology and Materials thereon with the same legal force and effect as if executed by SUPPLIER. This power of attorney shall be deemed coupled with an interest and shall be irrevocable.

8.5. NETGEAR's License to the Supporting Software. SUPPLIER agrees to grant and hereby grants to NETGEAR a license to the Supporting Software on the terms and conditions specified in Exhibit B.

8.6 Protection of NETGEAR's Introduction of Partner Technology and Engineering Expertise. NETGEAR may introduce its partners' technology to SUPPLIER in order to integrate such technology into the Products, If such an introduction occurs, the panics acknowledge and agree that SUPPLIER shall not share [*]

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[*]

9. TRADEMARK LICENSE

Subject to the terms and conditions of this Master Agreement, NETGEAR hereby grants to SUPPLIER, and SUPPLIER hereby accepts, a limited, non-transferable right and license to utilize the Marks solely in conjunction with its obligations under this Master Agreement. SUPPLIER hereby acknowledges and agrees that it shall acquire no rights whatsoever with respect to any of the Marks and SUPPLIER shall not utilize any of the Marks in connection with any products it creates for itself or any third parties. The use, placement, type, style and size of such Marks shall be in accordance with the Label and Packing Specifications. Upon NETGEAR's request, SUPPLIER shall provide NETGEAR with samples of the Products containing the Marks for NETGEAR's quality control purposes.

10. CONFIDENTIALITY

10.1 Confidential Information. The panics agree that for the purpose of this Master Agreement confidential information shall mean and include any and all data and information not in the public domain, relating to, or contained or embodied in, the business, affairs, products or services of either party ("Confidential Information"). Data and information shall be considered to be Confidential Information if (i) the disclosing party has marked them as such,
(ii) the disclosing party, orally or in writing, has advised the receiving party of their confidential nature, or (iii) due to their character or nature, a reasonable person in a like position and under like circumstances would treat them as secret and confidential. Confidential Information does not include, for purposes of this Master Agreement, material or information that; (a) is already, or otherwise has become, generally known by third parties as a result of no act or omission of the receiving party; (b) subsequent to disclosure hereunder was lawfully received from a third party having the right to disseminate the information and without restriction on disclosure; (c) was already known by the receiving party prior to receiving it from the disclosing party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by the receiving party without use of Confidential Information of the disclosing party.

10.2 Obligation. Each party will maintain the confidentiality of the other party's Confidential Information and will not disclose such Confidential Information other than to its own employees, employees of its Affiliates, its attorneys, auditors and accountants, consultants, contractors and subcontractors who are bound by their own confidentiality agreements that by their terms apply to and cover the other party's Confidential Information and are at least as protective with respect to such Confidential Information as this Section 10. The confidentiality provisions of this Master Agreement shall continue for three (3) years following the expiration or termination of this Master Agreement,

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this Section 10.3 shall be subject to its and its End Users' ability to continue to use the Products provided under this Master Agreement. Upon request, a receiving party will certify in writing its compliance with this Section 10.3.

11. REPRESENTATIONS AND WARRANTIES

11.1 SUPPLIER represents and warrants on an ongoing basis that:

11.1.1 NETGEAR will acquire good and marketable title to the Products, and that all Products will be free and clear of all liens, claims, encumbrances and other restrictions;

11.1.2 All Products will be new and unused unless NETGEAR requests Refurbished Products in writing. If NETGEAR requests Refurbished Products, the Refurbished Products will be provided to NETGEAR clearly marked as such and will be discounted as agreed by the parties in writing;

11.1.3 All Products will be free from defects in design, materials and workmanship, and will perform in conformance with SUPPLIER'S Product specifications and specifications provided by NETGEAR in Exhibit A3 for [*] from the date of delivery to NETGEAR unless a greater warranty period is stated in documents accompanied by the Products, The foregoing warranty extends to any Product which was properly used for its intended purpose and does not cover the Product which was modified without SUPPLIER'S approval or which was misused or subjected to unusual physical stress;

11.1.4 It has all the necessary rights and licenses in, and to, the Products necessary to allow NETGEAR to resell and sublicense, the Products without restriction or additional charge; It is subject to LITE-ON's master agreement and it is allowed to negotiate with software vendor.

11.1.5 The Products do not infringe any third party's Intellectual Property Rights.

11.2 On-Going Quality Assurance. SUPPLIER will follow good manufacturing practices (equivalent to IPC Class II for electrical assembly) utilizing materials, techniques, and procedures, which conform to industry standards. SUPPLIER shall comply and shall use suppliers in its manufacturing process which comply with the requirements of ISO 9000 and CE Mark standards, and all other applicable global standards including any requested by NETGEAR in Exhibit A3. Without limiting the generality of the foregoing, SUPPLIER represents that it has and shall maintain (SO 9000 certification. SUPPLIER shall monitor, test and assure the quality of the Products in accordance with Exhibit C (Quality Procedures/On- Going Reliability Testing).

11.3 Non-Conforming Product. If NETGEAR determines that any Product does not conform to the foregoing warranties ("Non-Conforming Product(s)"), NETGEAR will promptly notify SUPPLIER of any Non-Conforming Product in order to obtain a return materials authorization number ("RMA"). SUPPLIER will issue a RMA within twenty-four (24) hours of notification. Upon NETGEAR's receipt of a RMA, NETGEAR will (i) cause the return of the Non-Conforming Product to SUPPLIER'S facility or to such other location specified by SUPPLIER, and (it) issue a [credit] memorandum in the amount of the then-current Purchase Order price for such Non-Conforming Products (such amount shall be applied towards subsequent purchase price payables for the Products), All such Non-Conforming Products will be shipped by NETGEAR to SUPPLIER at SUPPLIER'S risk and expense, including packing and freight charges to and from SUPPLIER, and SUPPLIER will reimburse NETGEAR for any reasonable costs

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incurred by NETGEAR with respect to the same. Upon NETGEAR's request, SUPPLIER will, at its own cost and expense, (a) test the returned Non-Conforming Products for defects, (b) repair/refurbish the returned Non-Conforming Products that prove to be defective during testing; provided that SUPPLIER shall have the discretion to determine whether to dispose/scrap defective Non-Conforming Products, and (c) repackage the Non-Conforming Products that have been tested and repaired/refurbished. If, within thirty (30) days after SUPPLIER's carrier receives the returned Non-Conforming Products, SUPPLIER tests, repairs (if necessary), and repackages such returned products ("Refurbished Products"), then NETGEAR will repurchase such Refurbished Products at [*] of the then-current Purchase Order price for such products. If SUPPLIER does not complete such testing, repair (if necessary) and repacking within such 30-day period, NETGEAR shall not be obligated, but shall have the right and option, to repurchase the Refurbished Products at [*] of the then-current Purchase Order price for such products. In recognition of SUPPLIER's efforts with respect to the RMA program described herein, the Purchase Order price for Products ordered by NETGEAR after NETGEAR's repurchase of Refurbished Products shall be increased by a certain percentage to be mutually agreed upon between the parties in writing. Any such increase shall be based, in part, on NETGEAR's historic return rate and defect rates for the Products. These remedies are in addition to any others that may be provided by this Master Agreement or by law.

11.4 Out-of-Warranty Repair. Upon request of NETGEAR, SUPPLIER shall repair or replace out-of-warranty Products for a period of two (2) years after the last date of production, following the RMA procedures, at a charge to NETGEAR as set forth in the price schedule in Exhibit A2. Upon such request, NETGEAR shall provide SUPPLIER with a detailed description of the defect.

11.5 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS MASTER AGREEMENT, SUPPLIER GRANTS NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH ANY PRODUCT SOLD BY SUPPLIER UNDER THIS MASTER AGREEMENT.

12. EPIDEMIC PROBLEMS AND SAFETY

12.1 Epidemic Failures. In the event of Epidemic Failure of the Products, SUPPLIER agrees to compensate NETGEAR for all costs and expenses (whether inside or outside the warranty period) caused by Epidemic Failure. If an Epidemic Failure occurs, NETGEAR will notify SUPPLIER, and the parties will cooperate in good faith to promptly conduct analyses of the Epidemic Failure and develop a recovery plan, which may include a preventive action plan if appropriate to correct the Epidemic Failure (the "Recovery Plan"), SUPPLIER shall bear the cost of implementing the Recovery Plan unless otherwise agreed by NETGEAR, including the cost of airfreight for the Products in need of repair to, and from, NETGEAR's End Users' locations. The parties will use reasonable efforts to minimize the costs associated with the Recovery Plan without compromising NETGEAR's ability to aggressively respond to End Users' needs. If the parties are unable to promptly agree on a Recovery Plan to correct an Epidemic Failure, NETGEAR may implement its own recovery plan which it deems reasonable under the circumstances, and SUPPLIER will reimburse NETGEAR for reasonable repair depot expenses (including, but not limited to, equipment and material, labor, test, design, product replacements, two-way transportation, packing, handling, etc.) and all other direct costs incurred by NETGEAR implementing the Recovery Plan associated with the Epidemic Failure. NETGEAR may at its discretion offset any such expenses and other direct costs against the amounts payable by NETGEAR to SUPPLIER hereunder.

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12.2 Product Safety. In the event either SUPPLIER or NETGEAR becomes aware of any information which reasonably supports a conclusion that a hazard may exist in any Product and the defect could cause death or bodily injury to any person or property damage ("Hazard(s)"), the party becoming aware of this information shall notify the other party of the Hazard. Whenever possible, notification to the other party shall precede notice to any governmental agency, unless required by law. SUPPLIER and NETGEAR shall promptly exchange all relevant data and then, if practical, as promptly as possible, meet to review and discuss the information, tests, and conclusions relating to the alleged Hazard. At this meeting, the parties shall discuss the basis for any action, including a recall, and the origin or causation of the alleged Hazard, SUPPLIER shall be responsible for the costs affecting a recall including, but not limited to, the reasonable and actual out-of-pocket costs to NETGEAR directly related to the recall provided that NETGEAR uses reasonable efforts to mitigate SUPPLIER's damages. Each party shall, on request, provide to the other reasonable assistance in: (i) determining how best to deal with the Hazard; and (ii) preparing for, and making any presentation before, any governmental agency, which may have jurisdiction over Hazards involving the Products.

13. INDEMNIFICATION

13.1 SUPPLIER agrees to defend (or at its option settle), indemnify and hold harmless NETGEAR from and against any and all legal claims, actions, demands, proceedings, judgments, authorized settlements, costs and expenses, including, without limitation, attorney's fees, arising out of or in connection with any alleged or actual:

13.1.1 infringement by SUPPLIER or a Product of any copyright, patent, trademark, trade secret or other Intellectual Property Rights of any third party, provided that such alleged and actual infringement is result solely from the SUPPLIER's design without any revisions or changes from NETGEAR;

13.1.2 claim by a third party that a Product provided under this Master Agreement has caused bodily injury (including death) or has damaged real or tangible personal property;

13.1.3 breach of any of SUPPLIER's warranties contained in this Master Agreement;

13.1.4 claim arising out of or relating to SUPPLIER's provision of Products whether repaired or not that contain used or refurbished parts that are not clearly and conspicuously labeled as such; and

13.1.5 any violation by SUPPLIER of any governmental laws, rules, ordinances or regulations.

13.2 In the event of any such claims, NETGEAR shall: (i) promptly notify SUPPLIER of such claims; (ii) tender to SUPPLIER the right to defend such claims provided, however, that NETGEAR shall have the right to participate in such defense with its own counsel and at its own expense; and (iii) cooperate with SUPPLIER in the defense thereof at SUPPLIER's expense. SUPPLIER shall not settle any such claims without NETGEAR's consent.

13.3 In addition to SUPPLIER's obligations and liabilities above, if an infringement claim is made by a third party with respect to a Product, SUPPLIER shall use its best efforts to, as agreed upon by the parties, (i) procure for NETGEAR the right to continue to use and market the Product, (ii) modify the Product so that it is no longer infringing, or (iii) replace the Product with a non-infringing Product. If the parties determine that none of these alternatives is feasible, NETGEAR will, in addition to any remedies

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available to it under this Master Agreement, at law and equity, return any affected Products for a full at refund of the purchase price.

14. LIABILITY

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF REVENUE OR LOST PROFITS HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY REASON OF ANY PERFORMANCE OR NON-PERFORMANCE UNDER THIS MASTER AGREEMENT. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SPECIFICALLY REFERRED TO IN THIS MASTER AGREEMENT AND CLAIMS FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, A PARTY'S TOTAL LIABILITY UNDER THIS MASTER AGREEMENT (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT) SHALL NOT EXCEED THE GREATER OF: [*].

15. TERM, RENEWAL AND TERMINATION

15.1 Initial Term. This Master Agreement will be effective on the Effective Date and will remain in effect for three (3) years thereafter unless renewed or terminated in accordance with the terms of this Section 15.

15.2 Renewal. This Master Agreement will renew automatically for successive one (1) year periods after the initial term unless either party gives the other party notice of intent to terminate at least ninety (90) days prior to the renewal date of the then-current term or period.

15.3 Termination.

15.3.1 If either party is in breach of any material obligation under this Master Agreement and such breach remains uncured for a period of thirty
(30) days after written notice thereof from the other party, then the other party may, by written notice, terminate this Master Agreement thirty (30) days after delivery of such written notice.

15.3.2 Notwithstanding anything in this Master Agreement to the contrary, either party has the right to terminate this Master Agreement immediately, upon written notice to the other party, if the other party's breach of any material obligation of this Master Agreement causes the non-breaching party to be in violation of any applicable law, rule, regulation or order and that breach cannot be cured or rectified within ten (10) days without subjecting the non-breaching party to liability.

15.3.3 This Master Agreement will terminate automatically, without prior notice, upon the insolvency or bankruptcy of either party, the inability of either party to pay its debts as they fall due or upon the appointment of a trustee or receiver or the equivalent for either party, or upon the institution of proceedings relating to dissolution, liquidation winding up, bankruptcy, insolvency or the relief of creditors.

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15.4 Effect of Termination.

15.4.1 Upon termination of this Master Agreement, SUPPLIER shall expedite delivery of the Products under Purchase Orders for which it has submitted acknowledgements.

15.4.2 Upon termination of this Master Agreement, all licenses granted under this Master Agreement and sublicenses granted by NETGEAR to the End Users shall remain in effect, provided that and so long as such End Users are not in default of their license agreements. At NETGEAR's option and request, SUPPLIER shall continue to provide maintenance support to NETGEAR and its End Users at SUPPLIER's prevailing rates for a minimum of one (1) year after termination or expiration of this Master Agreement.

15.4.3 In addition to all other rights and remedies NETGEAR may have including, but not limited to, those under this Master Agreement and in law and in equity, in the event NETGEAR terminates this Master Agreement for a material breach by SUPPLIER, NETGEAR may obtain products similar to the Products, at volumes consistent with NETGEAR's rolling three (3) month forecasts, in a commercially reasonable manner and upon commercially reasonable terms, and SUPPLIER shall reimburse NETGEAR upon demand for any reasonable premium that NETGEAR paid for such substitute products; provided however that SUPPLIER's entire obligation under this section shall be for ninety (90) days from the date of termination.

15.4.4 Upon termination or expiration of this Master Agreement, SUPPLIER shall cease all use of NETGEAR Proprietary Technology and shall promptly return to NETGEAR all such NETGEAR Proprietary Technology.

15.4.5 The following provisions shall survive any termination or expiration of this Master Agreement: Sections 7, 8, 10, 11, 13, 14, 15, 16, 20,21, 23 and 24.

16. ESCROW OF TECHNOLOGY - BREACH BY SUCCESSOR IN INTEREST

16.1 Change of Control. SUPPLIER agrees to promptly disclose in writing to NETGEAR if there is a Change of Control of SUPPLIER. SUPPLIER represents that as of the Effective Date it is not in current negotiations with any third party that might result in the Change of Control. In the event of a Change of Control of SUPPLIER, NETGEAR shall have the right to immediately terminate this Master Agreement upon written notice to SUPPLIER.

16.2 Escrow. Prior to any Change of Control, SUPPLIER shall place in escrow all technology, documentation and other information relating to the Products necessary or appropriate to enable a reasonably skilled party to manufacture and test the Products which will comply with specifications and warranties described in this Master Agreement, such information shall include, but not be limited to, the product specifications, design and manufacturing documentation, fixtures documentation and test codes, parts, firmware lists and schematics, functional descriptions, test vector files, design specifications relating to the ASIC and source code listings for each Product it sells to NETGEAR ("SUPPLIER Proprietary Information"). Such escrow shall be established with a mutually acceptable third party agent with instructions to release SUPPLIER Proprietary Information to NETGEAR in the event NETGEAR notifies the escrow agent that the successor in interest to SUPPLIER has breached and fails and refuses to perform under this Master Agreement. The parties shall develop specific instructions to the escrow agent

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shortly after the execution of this Master Agreement but in no event later than forty five (45) days following the Effective Date. [*].

16.3 License. Upon receiving SUPPLIER Proprietary Information from escrow, NETGEAR and its Affiliates shall have a non-exclusive, worldwide, non-transferable, royalty free, license to copy and use SUPPLIER Proprietary Information under all of SUPPLIER's patents, issued or which may be issued, and all of SUPPLIER's copyrights, trade secrets embodying inventions and improvements reflected or contained in the Products and SUPPLIER Proprietary Information, to make, have made, modify, use, sell maintain, support and service, solely under NETGEAR's brand name, the Products purchased from SUPPLIER under this Master Agreement. NETGEAR is authorized to contact existing SUPPLIER's suppliers and they are authorized to provide NETGEAR with access to the existing tooling and documents necessary to build SUPPLIER tooling, at the expense of NETGEAR. NETGEAR shall also have the right to acquire any custom ASICs used in the Products directly from SUPPLIER's manufacturers at SUPPLIER's prices. SUPPLIER agrees that upon NETGEAR's request, it will provide prompt written authorization to such SUPPLIER's suppliers and manufacturers if so needed.

16.4 Access. NETGEAR shall restrict access to all SUPPLIER Proprietary Information to employees and third parties with a need to know and shall protect all SUPPLIER Proprietary Information in the same manner it protects its own proprietary information of a like kind and nature. At such time as the successor in interest indicates that it will perform under this Master Agreement, both parties shall negotiate in good faith to reach an agreement regarding the terms of such continuation of the Master Agreement and upon execution of such written agreement, NETGEAR shall cease to use and return SUPPLIER Proprietary Information and the license to use such information shall terminate.

17. COMPONENT SHORTAGES AND LONG LEAD-TIME

17.1 Component Shortages. In the event that component parts or supplies necessary to create or repair the Products (the "Raw Materials") become short in supply, SUPPLIER agrees to allocate all Raw Materials which are available to it to fill Purchase Orders for the Products and perform warranty repairs on the Products. Except for priority allocations of Raw Materials required pursuant to government contracts which are in place as of the Effective Date of this Master Agreement, SUPPLIER shall allocate Raw Materials to NETGEAR in the proportion of Purchase Orders placed during the previous calendar quarter. SUPPLIER agrees to cooperate with NETGEAR in identifying all Raw Materials which are likely to be in short supply and/or which have long lead limes. Upon receipt of each Purchase Order from NETGEAR, SUPPLIER agrees to diligently and promptly analyze its Raw Materials inventory and projected needs to avoid shortages, and to notify NETGEAR promptly upon learning of a shortage.

17.2 Long-Lead-Time Part Requirements. SUPPLIER shall purchase long lead-time components in support of NETGEAR forecasts and Purchase Orders. Long lead-time components are to be purchased according to the lead-time for the part and to a schedule that supports the new product introduction schedule or in support of the monthly rolling forecast. SUPPLIER will immediately notify NETGEAR of the need for "risk buys" in support of new product introductions.

18. END OF LIFE AND SPARES

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expiration, for delivery within one hundred and eighty (180) days after the effective date of termination or expiration of this Master Agreement. NETGEAR agrees to give SUPPLIER two (2) month's advance notice of "end of life" Products and SUPPLIER agrees to promptly notify NETGEAR of any potential issues, concerns or exposures with the "end of life" plan for such Products.

18.2 Availability of Spares. SUPPLIER shall make available to NETGEAR spare, replacement, and maintenance parts including customized parts, necessary to enable NETGEAR to support the Products for a period of at least five (5) years after the date of the last delivery of the Products to NETGEAR, SUPPLIER will make these part available to NETGEAR at the discounted prices set forth in Exhibit A2.

19. PRODUCT CHANGES

19.1 Engineering Change. In case of an engineering change which impacts form, fit, function, safety or environmental compliance of the Product ("Engineering Change"), SUPPLIER shall submit an Engineering Change notice to NETGEAR at least thirty (30) days prior to such change for review and approval, with such approval not to be unreasonably withheld by NETGEAR. The Engineering Change notice will include a summary of the expected impact of any such planned change on the above listed characteristics of the Products and the expected financial impact to NETGEAR, if any. SUPPLIER shall not perform any Engineering Change without NETGEAR's prior written approval. If the change is accepted by NETGEAR and is other than an emergency deviation, the effective date thereof will be established by SUPPLIER but in no event will such effective date be earlier than thirty (30) days after the date of acceptance of the change by NETGEAR. Where the change is an emergency deviation, an effective date of not more than thirty (30) days after the date of acceptance of the change by NETGEAR will be set by mutual agreement of the parties.

19.2 Engineering Chance Requested by NETGEAR. When an Engineering Change to the Products is desired by NETGEAR, NETGEAR shall provide SUPPLIER applicable documentation, specifications and the requested effective date of such engineering change. SUPPLIER shall use reasonable efforts to respond within ten
(10) working days, advising NETGEAR as to: (i) implementation and the effective date of such change; (ii) associated costs; and (iii) the impact of the change upon the existing Product pricing, if any.

19.3 Mandatory Changes. SUPPLIER may issue mandatory changes, which are changes required to satisfy governmental standards or for safety ("Mandatory Changes"). If possible, SUPPLIER will provide NETGEAR with ninety (90) days prior written notice of Mandatory Changes prior to implementing such changes; if ninety (90) days notice is not possible, SUPPLIER shall notify NETGEAR promptly. If Mandatory Changes must be installed on the Products already delivered to NETGEAR, SUPPLIER will provide at SUPPLIER's expense, all necessary materials, reasonable labor and instructions.

19.4 Retrofit. In the event a change to the Products is made for safety or health-related reasons, SUPPLIER shall retrofit NETGEAR's existing inventory of such Products free of charge, with such retrofit being limited to the replacement of the specific item that is deemed to be the cause of the retrofit.

20. REGULATORY COMPLIANCE

20.1 SUPPLIER is responsible for obtaining and maintaining all necessary U.S. and foreign regulatory approvals for the Products. Additionally, SUPPLIER will assist NETGEAR in addressing problems with

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the Products that contribute to NETGEAR system's failure to meet any regulatory requirement due to the Products being integrated into the NETGEAR systems.

20.2 Since NETGEAR transacts business with the United States government, SUPPLIER shall also comply with applicable laws and Federal Acquisition Regulations ("FARs") including, but not limited to: (i) FAR 52.222-26 "Equal Opportunity"; (ii) FAR 52.222-35 "Affirmative Action for Special Disabled and Vietnam Era Veterans"; and (iii) FAR 52.222-36 "Affirmative Action for Handicapped Workers".

20.3 In addition, SUPPLIER represents and warrants that it will comply with all applicable requirements of 33 U.S.C Section 1251 "Federal Water Pollution Control Act" and 42 U.S.C. Section 7401 "Clean Air Act." SUPPLIER further represents and warrants that none, of the items listed in paragraph (a) of FAR 52.209-5 exists with respect to SUPPLIER or any SUPPLIER's "principals" as that term is defined by FAR 52.209-5. SUPPLIER represents and warrants that it will comply with the prohibition on the use of convict labor as set forth in FAR
52.222.3 "Convict Labor".

21. IMPORT AND EXPORT COMPLIANCE

21.1 Country of Origin. SUPPLIER will certify to, and mark the Products and packaging with, the country of origin for each Product so as to satisfy the requirements of customs authorities of the country of receipt and any applicable laws. If any Products are imported, SUPPLIER will, at NETGEAR's request, either:
(i) allow NETGEAR to be the importer of record; or (ii) provide NETGEAR with any documents required to prove importation and to transfer duty drawback rights to NETGEAR.

21.2 Export Control. SUPPLIER shall comply strictly with all export control laws and regulations of the United States and any other applicable laws and regulations, and shall not export, reexport, transfer, divert or disclose any such Products or Confidential Information, or any direct product thereof, to any destination restricted or prohibited by applicable export control laws, or to any national or resident thereof SUPPLIER's obligations under this Section 21.2 shall survive the termination of this Master Agreement for any reason whatsoever.

22. INSURANCE

SUPPLIER shall maintain during its performance under this Master Agreement (i) comprehensive general liability insurance on an occurrence basis (including contractual liability) with limits of not less than [*] combined single limit per occurrence for bodily injury and property damage, (ii) workers' compensation insurance and other employee insurance coverage required by law, (iii) employers' liability insurance with limits of not less than [*], and (iv) owned and non-owned automobile insurance with limits of not less than [*]. Prior to the Effective Date of, and on every annual dale of, this Master Agreement, SUPPLIER shall furnish to NETGEAR a certificate of insurance evidencing that such insurance is in effect. SUPPLIER shall add NETGEAR to such policy as an additional insured. SUPPLIER shall furnish a new certificate in the event of renewal, cancellation or expiration of any insurance.

23. GOVERNING LAW AND DISPUTE RESOLUTION

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party may request, after informal discussions have failed to resolve a dispute or claim, that each party designate an officer or other authorized representative to meet in good faith and attempt to resolve the dispute or claim. During their discussions, each party will honor the other's reasonable requests for information relating to the dispute or claim with the understanding that neither party will be required to turn over any attorney work product or information protected by attorney client privilege or similar legal privileges.

23.2 Dispute Resolution. Subject to Section 23.1, all disputes shall be resolved by the federal and state courts of the State of California. SUPPLIER hereby specifically consents to the exercise of personal jurisdiction by such courts and hereby agrees that any such court shall be a proper forum for the determination of any dispute arising hereunder.

23.3 Governing Law. This Master Agreement and any disputes arising out of, or relating to, this Master Agreement shall be governed by laws of the State of California, excluding conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

23.4 Injunctive Relief. Either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including but not limited to preliminary injunctive relief). SUPPLIER acknowledges that NETGEAR has a vital interest in enjoining any unauthorized use or violation of its Intellectual Property Rights or Confidential Information, because damages would not adequately compensate NETGEAR for any infringement or violation thereof.

23.5 Legal Expenses. The prevailing party in any court proceeding brought by one party against the other party because of a dispute shall be entitled to recover its legal expenses, including, but not limited to, the court fees and reasonable attorneys' fees.

24. GENERAL

24.1 Assignment and Subcontracting. Neither party shall have the right or the power to assign any of its rights, or delegate the performance of any of its obligations, under this Master Agreement without the prior written consent of the other party, except: (i) to an Affiliate of such party; or (ii) in connection with the sale of all or substantially all of the assets of such party or such party's business unit or Affiliate that is principally responsible for such party's performance hereunder SUPPLIER may not subcontract its obligations hereunder without the prior written consent of NETGEAR, which shall not be unreasonably withheld.

24.2 Independent Contractors. In the exercise of their respective rights, and the performance of their respective obligations under this Master Agreement, the parties are, and shall remain, independent contractors. Nothing in this Master Agreement shall be construed (i) to constitute the parties as principal and agent, franchisor and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (ii) to authorize either party to enter into any contract or other binding obligation on the part of the other party hereto, and neither party shall represent to any other person, firm, corporation or other entity that it is authorized to enter into any such contract or other obligation on behalf of the other party hereto.

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invalidity or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity or enforceability of such provision or of any other provisions of this Master Agreement in any other jurisdiction.

24.4 No Waiver. The failure of either party to assert any of its rights hereunder, including, but not limited to, the right to terminate this Master Agreement in the event of breach or default by the other party, shall not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Master Agreement in accordance with their terms.

24.5 Non-Exclusivity. Nothing in this Master Agreement will prevent or restrict NETGEAR from entering into agreements for the provision of products of the same or similar nature as those provided under this Master Agreement with any third party.

24.6 Force Majeure. Neither party shall be deemed to be in default of or to have breached any provision of this Master Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, acts of war, strikes or other labor disputes, telecommunications or power failures, fires, or other catastrophes or any other circumstances beyond the party's reasonable control.

24.7 Counterparts. This Master Agreement may be executed in two (2) copies, each of which shall be deemed an original and all of which together shall constitute one and the same Master Agreement.

24.8 Publicity. The parties agree that the existence and terms of this Master Agreement shall constitute Confidential Information. Notwithstanding the above, either party may disclose the existence and relevant terms to any of its Affiliates or agents who may exercise certain of that party's rights under this Master Agreement. Each party and their representative shall not issue or cause to be issued publication of any press release, public announcement of other public statement with respect to the transactions contemplated by this Master Agreement without the prior written consent of the other party. SUPPLIER will not use the name of NETGEAR or quote the opinion of any NETGEAR employee in any advertising or otherwise without first obtaining the prior written consent of NETGEAR; such consent shall not be unreasonably withheld.

24.9 Notices. All notices, reports and other communications between the parties relating to this Master Agreement will be sent by overnight courier or by facsimile, addressed as follows:

If to NETGEAR:

NETGEAR, Inc.
4500 Great America Parkway
Santa Clara, CA 95054

Attention: Patriek Lo, CEO & L.C.

Cc: CFO
CEO VP of Operations & L.C.

If to SUPPLIER:

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LITE-ON Technology Corp.

7F, No. 10, Lane 345, Yangguang St.,

Neihu Chiu, Taipei 114, Taiwan

Attention: Hubert Lu
Cc: Tommy Tsai

All notices, reports and other communications will be deemed received: (i) if sent by overnight courier, twenty-four (24) hours after delivery to the courier; and (ii) if sent by facsimile, at the date and time of transmission.

24.10 Subject Headings. The subject headings of this Master Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any provision of this Master Agreement.

24.11 Entire Agreement. This Master Agreement, including all Exhibits selected therein, shall constitute the entire understanding of the parties with respect to the subject matter hereof and shall supersede all previous and contemporaneous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

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EXHIBIT Al
PURCHASE ORDER
Version US11/07/02

The rights and obligations of the parties under this Purchase Order are defined by the Master purchase Agreement between NETGEAR and SUPPLIER of________
[EFFECTIVE DATE OF THE MASTER PURCHASE AGREEMENT] including all Exhibits referenced therein (the "Master Agreement"). Except as specified in the Master Agreement, this Purchase Order or in a separate writing duly signed by authorized representatives of both parties, no other terms and conditions shall be applicable with respect to the Products covered by this Purchase Order and any other terms and conditions are hereby expressly rejected.

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EXHIBIT A2
PURCHASE PRICE AND SERVICES FEES
Version US11/07/02

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A3
PRODUCTS, PRODUCT SPECIFICATIONS AND LEAD TIME
Version US11/07/02

1. PRODUCTS:

2. PRODUCT SPECIFICATIONS:

3. LEAD TIME:

Pursuant to Section 5.1 of the Master Agreement, SUPPLIER shall work aggressively to reduce the lead times. The lead time is [*] from the date a Purchase Order is placed by NETGEAR to the date such order is shipped by SUPPLIER.

THE ON TIME IN FULL DELIVERY PERFORMANCE GOAL IN THE UP-COMING YEARS IS AS FOLLOWS:

Q1'03: [*]
Q2'03: [*]
Q3'03: [*]
Q4'03: [*]
2003 onwards: [*]

If SUPPLIER does not meet the lead times and the On Time In Full Delivery Performance goal specified in this Exhibit A3, then it shall be responsible for any and all airfreight charges for delivery of such delayed Products.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A4
NETGEAR PROPRIETARY TECHNOLOGY
Version US11/07/02

NETGEAR Proprietary Technology includes, but is not limited to, the following:

1. Any computer software and code that NETGEAR provides, directly or indirectly, for incorporation with or into the Products, and any developments based on such software and code (regardless of the party that created such developments). This includes, without limitation:

1.1 [*].

2. Any Product specifications that NETGEAR provides, directly or indirectly, for incorporation with or into the Products, and any developments based on such Product specifications (regardless of the party that created such developments). This includes, without limitation, the specifications for:

2.1 [*]

(For clarification, where pre-existing, publicly available products are included as part of a NETGEAR product specification, such products shall not, by themselves, be considered NETGEAR Proprietary Technology.)

3. The identities or descriptions of the types of any non-public NETGEAR products being researched, developed, manufactured, assembled and/or tested. This includes, without limitation, the identities and descriptions of:

3.1 [*]

3.2 [*]

4. Any technology, technical information or know-how that NETGEAR provides, directly or indirectly, relating to Product integration, including, without limitation, technology, technical information, and know-how relating to the integration of third-party technology with or into the Products.

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EXHIBIT B
SOFTWARE LICENSE TERMS
Version US11/07/02

These Software License Terms are part of the Master Purchase Agreement between NETGEAR and SUPPLIER, which incorporates these Software License Terms by reference (the "Master Agreement"). These Software License Terms apply to the extent NETGEAR acquires any Supporting Software under the Master Agreement, pre-installed on the Products or as stand-alone Products. Unless otherwise specified, all capitalized terms used in these Software License Terms shall have the same meanings as in the Master Agreement.

1. LICENSE GRANT

SUPPLIER grants NETGEAR sublicensable, non-exclusive, worldwide, irrevocable license and right to use, reproduce, and distribute the Supporting Software in connection with NETGEAR's distribution and support of the Products including, but not limited to, distribution in electronic form on bulletin boards and NETGEAR's website. NETGEAR shall, at its own expense and risk check with the copyright owner of each software to obtain the right to: (i) decompile, disassemble, or reverse engineer the Supporting Software; (ii) modify or create any derivative works (including, without limitation, translations, transformations, adaptations or other recast or altered versions) based on the Supporting Software or Documentation, or alter the Supporting Software in any manner whatsoever; and (iii) merge the Supporting Software with any other software, provided that the above actions are necessary in order to incorporate the Supporting Software into, or bundle the Supporting Software with, NETGEAR's products.

Subject to the rights and licenses granted under the Master Agreement, SUPPLIER reserves all rights in and to the Supporting Software, including title, ownership, Intellectual Property Rights, and any other rights and interests in, and to, the Supporting Software.

3. NOTICES

NETGEAR shall not remove any product identification, trademark, copyright or other proprietary rights notices from the Supporting Software or Documentation and shall display SUPPLIER's names, logos and notices on each copy of the Supporting Software and Documentation made by NETGEAR.

4. LICENSE RESTRICTIONS

Notwithstanding any other provisions of the Master Agreement, NETGEAR shall not distribute any Supporting Software or any modification thereof created, except pursuant to its standard end-user license agreement.

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5. SUPPORTING SOFTWARE WARRANTY AND REPRESENTATIONS

5.1 Warranty Standard. SUPPLIER warrants that during the warranty period described in Section 5.5 (Warranty Period) the Supporting Software will substantially conform to, and operate in accordance with, the applicable Documentation and will be free of any Trap as expressly warranted below ("Conformance") provided, however, that SUPPLIER does not warrant that the Supporting Software will perform uninterrupted or error-free.

5.2 Traps. SUPPLIER further warrants that the Supporting Software shall not have been engineered to contain any timer, clock, counter, trap, virus or other limiting design, disabling code or routine (collectively, a "Trap") that may cause the Supporting Software, Products or any data generated or used by the Products to be erased or become inoperable or inaccessible, or otherwise incapable of being used in the full manner for which they were designed after the occurrence or lapse of any triggering event, and SUPPLIER shall take reasonable measures to ensure that at the time of delivery of the Supporting Software no such Traps are contained in the Supporting Software or Products. The foregoing includes any Trap that is triggered after use or copying of the Supporting Software or any component a certain number of times, or after the lapse of a period of time, or after the occurrence or lapse of any other triggering event or factor.

5.3 Remedies. If the Supporting Software is not in Conformance, and NETGEAR complies with Section 5.5 (Warranty Period), SUPPLIER shall, upon consultation with NETGEAR, either: (i) repair or replace the Supporting Software to achieve Conformance; or (ii) refund to NETGEAR the purchase price for the Products affected by the non-conformance of the Supporting Software.

5.4 Costs. If the Supporting Software is not in Conformance, and NETGEAR complies with Section 5.5 (Warranty Period), SUPPLIER will not charge for any repair, replacement, error identification or correction, or return shipment of the non-conforming Supporting Software and the affected Products.

5.5 Warranty Period. The warranty period for Supporting Software shall be
[*] following delivery to NETGEAR. To make a warranty claim, NETGEAR shall provide, during the warranty period, a written notice describing how the Supporting Software fails to be in Conformance to SUPPLIER.

6. DISCLAIMER

EXCEPT AS PROVIDED IN SECTION 5 (SUPPORTING SOFTWARE WARRANTY AND REPRESENTATIONS) OF THESE SOFTWARE LICENSE TERMS, SUPPLIER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SUPPORTING SOFTWARE.

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EXHIBIT C
MAINTENANCE SERVICES TERMS
Version US11/07/02

These Maintenance Services Terms are part of the Master Purchase Agreement between NETGEAR and SUPPLIER, which incorporates these Maintenance Services Terms by reference (the "Master Agreement"). These Maintenance Services Terms apply if and to the extent NETGEAR acquires Software Maintenance Services or Hardware Maintenance Services (collectively, "Maintenance Services") under the Master Agreement. Unless otherwise specified, all capitalized terms used in these Maintenance Services Terms shall have the same meanings as in the Master Agreement.

1. SOFTWARE MAINTENANCE SERVICES

1.1 Scope of Services. SUPPLIER will provide to NETGEAR software support and maintenance services as specified in the Documentation and the applicable Purchase Order ("Software Maintenance Services") consisting of help line support and Updates in support of NETGEAR's use of the Supporting Software and customer support in support of End Users' use of the Supporting Software.

1.2 Help Line Support. SUPPLIER will provide to NETGEAR help line support that includes answering any software application specific questions, addressing problems specified in Defect Reports (as defined below in Section 4 of these Maintenance Terms), directing NETGEAR documentation that may answer NETGEAR's questions, clarifying the Documentation and recommending possible training courses. SUPPLIER will provide help line support under either Business Day or Critical 24x7 coverage depending on NETGEAR's selection specified on the applicable Purchase Order. Help line support provided under Business Day coverage will be performed via email and telephone support during the principal service hours of 8 a.m. to 5 p.m. (at NETGEAR's principal place of business) Monday through Friday, excluding U.S. observed holidays. Help line support provided under Critical coverage will be performed via email and telephone support during twenty-four (24) hours a day, seven (7) days per week, Response intervals depend on the selected coverage and are described in the Documentation. In addition to help line support. SUPPLIER's personnel will answer standard usage questions relating to general usability of software issues. General usability of software issues are defined as, but not limited to, non-programming issues, and include general information about the functionality of the Supporting Software.

1.3 Updates. As part of the Software Maintenance Services, SUPPLIER shall make available to NETGEAR Updates without separate charge in addition to applicable standard maintenance and support fees. SUPPLIER shall provide Updates via a website, email or post mail, to be installed by NETGEAR or to be installed remotely by SUPPLIER, depending on the Product. NETGEAR's use of any Updates provided by SUPPLIER shall be governed by the Software License Terms specified in Exhibit B. NETGEAR may obtain Upgrades for additional fees.

1.4 Onsite Support. Per NETGEAR's request, SUPPLIER may provide Software Maintenance Services onsite to resolve a specific problem. For Software Maintenance Services provided onsite, NETGEAR shall pay SUPPLIER's then current rates on a time and materials basis. SUPPLIER's personnel will keep records of all Software Maintenance Services performed onsite ("Services Records"), which shall recite information about the date and type of Software Maintenance Services that were performed, as well as the time of day personnel began performing Software Maintenance Services and the time of day they finished performing Software Maintenance Services that day. The Services Records shall be reviewed and countersigned by NETGEAR's authorized representative on a daily, weekly or monthly basis.

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1.5 Limitations and Exclusions. Software Maintenance Services shall not include maintenance or repair (i) resulting from catastrophe, accident, neglect, misuse, fault or negligence of NETGEAR or causes external to the Supporting Software; (ii) of software or other devices not identified in the Master Agreement; (iii) resulting from NETGEAR's failure to implement Updates; or (iv) resulting from force majeure conditions as stated in Section 24.6 (Force Majeure) of Exhibit A (General Terms). Per NETGEAR's request, SUPPLIER may perform one or more of the above for additional charges at its then current rates.

1.6 Customer Support. SUPPLIER shall provide Level 3 escalation customer support to End Users. SUPPLIER must acknowledge all Level 3 escalations within twenty-four (24) hours of receipt of such escalations. The parties acknowledge that the time required to reach a resolution/solution on the escalations depends on the complexity of the problem involved. SUPPLIER shall, however, provide reasonable resources to work on the escalations and provide updates on progress until a mutually agreed resolution is reached. All information required for the resolution of the escalation will be requested from End Users by NETGEAR. SUPPLIER shall not interact with End Users unless specifically authorized by NETGEAR.

2. HARDWARE MAINTENANCE SERVICES

2.1 Scope of Services. SUPPLIER will provide to NETGEAR hardware maintenance services for the Products as specified in the Documentation and Purchase Order ("Hardware Maintenance Services") consisting of preventive maintenance as deemed appropriate by SUPPLIER and remedial maintenance based on NETGEAR's Defect Reports, including replacement parts required for the Products used under normal operating conditions in accordance with the coverage option selected by NETGEAR on the applicable Purchase Order. If coverage option is not selected by NETGEAR then SUPPLIER's standard coverage for Hardware Maintenance Services will apply. Coverage options for Hardware Maintenance Services are described in the Documentation. Hardware Maintenance Services will be provided onsite.

2.2 Limitations and Exclusions. Hardware Maintenance Services do not cover repair for damages or malfunctions caused by: (i) NETGEAR's failure to follow installation, operation or maintenance instructions for the Products; (ii) failure or malfunction of equipment, or software not serviced by SUPPLIER; or
(iii) force majeure conditions as stated in Section 24.6 (Force Majeure) of Exhibit A (General Terms), Per NETGEAR's request, SUPPLIER may perform repair or other services not covered by Hardware Maintenance Services for additional charges at SUPPLIER's then current rates.

3. SUPPORT MATERIALS AND TOOLS

SUPPLIER shall provide NETGEAR with support materials and tools to enable NETGEAR's technicians to perform troubleshooting over the phone. Such materials and tools should contain precise scripts, flowcharts and any other instructions that can be used by trained technicians to identify issues with the Supporting Software.

4. DEFECT REPORTS

NETGEAR will document and report malfunctions of the Products in a reasonably detailed manner to SUPPLIER promptly after discovery ("Defect Reports"). The Defect Reports must provide the following information:

- caller's name, location, and company;

- contract number or reference;

- call-back telephone number;

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- the system type and configuration, including the Products and interfacing products; and

- a brief description and history of the malfunction and any efforts to solve it by NETGEAR.

5. PAYMENT TERMS

For Maintenance Services, NETGEAR shall pay to SUPPLIER, in advance for the term defined in the applicable Purchase Order, the applicable fees specified in Exhibit A2.

6. LIMITED MAINTENANCE SERVICES WARRANTY

6.1 Warranty Standard. SUPPLIER warrants that Maintenance Services will be carried out in a professional and workmanlike manner by qualified personnel in a timely and careful manner.

6.2 Remedy. If Maintenance Services are not in conformance with the above Warranty Standard, and SUPPLIER fails to achieve such conformance within thirty
(30) days of receiving NETGEAR's written notice, NETGEAR may cancel the applicable Purchase Order with respect to the affected Maintenance Services with effect for the future and, thereupon, be entitled to receive a proportionate refund of any prepaid fees applicable to the canceled time period in which Maintenance Services will not be performed.

6.3 Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 6 (LIMITED MAINTENANCE SERVICES WARRANTY), SUPPLIER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MAINTENANCE SERVICES.

7. TERM AND TERMINATION

7.1 Renewals. Maintenance Services shall take effect on the date specified in the Purchase Order for Maintenance Services and shall continue in effect for the initial term of one (1) year, unless a different term is expressly defined in the applicable Purchase Order. Maintenance Services shall be automatically renewed for successive one (1) year terms, unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term.

7.2 Termination for Cause. Either party may terminate the provision of the Maintenance Services by written notice if the other party fails to cure any material breach with respect to such Maintenance Services within thirty (30) days of having received written notice from the other party detailing the breach.

7.3 Survival. Exhibit A (General Terms), as applicable to Maintenance Services, and Sections 5 through 7 of these Maintenance Services Terms shall survive any termination of any provision of the Maintenance Services.

Master Purchase Agreement Page 32

EXHIBIT D
INTELLECTUAL PROPERTY PROTECTION AGREEMENT
Version US11/07/02

This Intellectual Property Protection Agreement ("IPP Agreement") is part of the Master Purchase Agreement between NETGEAR and SUPPLIER, which incorporates this IPP Agreement by reference (the "Master Agreement"). This IPP Agreement apples if and to the extent NETGEAR and SUPPLIER expressly agree on development work to be performed under this IPP Agreement. Unless otherwise specified, all capitalized terms used in this IPP Agreement shall have the same meanings as in the Master Agreement.

1. DEVELOPMENT

1.1 Development Work. From time to time, as requested by NETGEAR, SUPPLIER shall perform certain development work for NETGEAR under this IPP Agreement including development, manufacturing or assembling the Work Products (the "Development Work"). The Development Work will be performed by SUPPLIER either in consideration for payments of the NRE costs as set forth in Exhibit E or such other consideration as may be agreed upon by the parties in the Statement of Work attached hereto as Exhibit D1.

1.2 Statement of Work. The parties shall agree upon the scope of the Development Work in the Statement of Work. Each Statement of Work shall (i) be executed by the parties; (ii) reference the IPP Agreement; and (iii) be subject to the terms and conditions of the IPP Agreement. If there is any conflict between the terms of the IPP Agreement and any Statement of Work, the terms of the IPP Agreement shall control and govern. Subject to the terms and conditions of the IPP Agreement, SUPPLIER shall perform the tasks set forth in each Statement of Work by completion dates set forth therein and shall perform such other Development Work by the completion dates that the parties mutually agree upon. All Development Work shall be subject to the acceptance testing procedures, if any, set forth in the applicable Statement of Work or such other acceptance procedures, if any, that the parties mutually agree upon. Further, SUPPLIER will from time to time during the term of the IPP Agreement keep NETGEAR advised as to SUPPLIER's progress in performing the Development Work, and will, as reasonably requested by NETGEAR, prepare written reports with respect thereto.

1.3 Master Agreement. If there is any conflict between the terms of the IPP Agreement and the Master Agreement, the terms of the IPP Agreement shall control and govern.

2. PROTECTION OF NETGEAR PROPRIETARY TECHNOLOGY

2.1 Disclosure. To assist SUPPLIER, NETGEAR may disclose or make available to SUPPLIER certain NETGEAR Proprietary Technology that, in NETGEAR's sole judgment, will assist SUPPLIER in performing the Development Work. Upon completion of the Development Work or termination of the IPP Agreement, SUPPLIER shall promptly return to NETGEAR all NETGEAR Proprietary Technology.

2.2 Use of NETGEAR Proprietary Technology. SUPPLIER agrees to maintain in confidence and not to disclose any NETGEAR Proprietary Technology to any third party. SUPPLIER also agrees not to use NETGEAR Proprietary Technology for its own benefit (or the benefit of others), but shall only use NETGEAR Proprietary Technology to perform its obligations under the IPP Agreement. SUPPLIER further agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of any NETGEAR Proprietary Technology. It is understood and agreed that notwithstanding the obligations of

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this Section 2, with respect to third party proprietary information and technology provided by NETGEAR and identified in writing by NETGEAR as "USABLE THIRD PARTY PROPRIETARY INFORMATION AND TECHNOLOGY," SUPPLIER's agreement to use such third party proprietary information and technology exclusively for the benefit of NETGEAR shall only remain in effect for one (1) year after NETGEAR's commencement of general commercial sales of the Products that incorporate or are based upon such third party proprietary information and technology irrespective of the termination for any reason whatsoever of the IPP Agreement.

3. OWNERSHIP

3.1 Work Products. NETGEAR shall own sole right, title, and interest in all tangible and intangible results, processes and items arising out of or constituting the results of any Development Work in which NETGEAR pays the NRE costs or other consideration, or arising out of any disclosure of NETGEAR Proprietary Technology to SUPPLIER, including without limitation all software, reports, deliverables, ideas, inventions, designs, know-how, notes, and copyrighted materials, and all copyrights and other intellectual property rights constituting, embodied in, or pertaining to any of the foregoing (collectively, the "Work Products").

3.2 Assignment of Rights. SUPPLIER hereby waives and agrees not to assert any and all moral rights, including any right to identification of authorship or limitation on subsequent modification that SUPPLIER (or its employees, agents or consultants) has or may have in any Work Product. SUPPLIER hereby irrevocably transfers, conveys and assigns to NETGEAR, and agrees to transfer, convey and assign to NETGEAR, in perpetuity all right, title, and interest in the Work Products, including without limitation, all Intellectual Property Rights with respect thereto. To the extent that any of the foregoing rights are not assignable, SUPPLIER agrees to grant, and hereby grants, to NETGEAR an exclusive, perpetual, fully-paid and royalty-free, worldwide license to use, distribute, sublicense, and otherwise utilize the Work Products. NETGEAR shall have the exclusive right to apply for or register patents, copyrights, and such other proprietary protections as it wishes for the Work Products, SUPPLIER agrees to execute such documents, render such assistance, and take such other action as NETGEAR may reasonably request, at NETGEAR's expense, to apply for, register, perfect, confirm, and protect NETGEAR's rights in the Work Products. SUPPLIER hereby irrevocably designates and appoints NETGEAR and its duly authorized officers and agents as its agents and attorneys-in-fact, to act in its behalf and instead of SUPPLIER, to execute and file any such application, and to do all other lawfully permitted acts to further the prosecution and issuance of Intellectual Property Rights for the Work Products thereon with the same legal force and effect as if executed by SUPPLIER. This power of attorney shall be deemed coupled with an interest and shall be irrevocable.

3.3 Pre-Existing Materials. SUPPLIER agrees that if in the course of performing the Development Work, SUPPLIER incorporates into any Work Product developed hereunder any software, content, copyrightable material, invention, improvement, development, concept, discovery or other materials owned by SUPPLIER (or in which SUPPLIER has an interest) prior to the Effective Date ("Pre-Existing Materials"): (i) SUPPLIER shall inform NETGEAR in writing before incorporating such Pre-Existing Materials into any Work Product; and (ii) SUPPLIER hereby grants NETGEAR a nonexclusive, fully-paid and royalty-free, perpetual, irrevocable, worldwide license, with the rights to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, publicly perform and publicly display by all means now known or later developed, modify, prepare derivative works of, make, have made, sell and export Pre-Existing Materials as part of or in connection with such Work Product or the business of NETGEAR.

Master Purchase Agreement Page 34

4. LIMITED WARRANTY AND REPRESENTATIONS

4.1 Warranty Standard. SUPPLIER warrants that during the warranty period described in Section 4.3 the Work Products will substantially conform to the specifications contained in the applicable Statement of Work ("Conformance").

4.2 Remedy. If the Work Products are not in Conformance, SUPPLIER shall repair or replace the non-conforming Work Products, or if either the repair or replacement is not feasible refund to NETGEAR the applicable consideration paid for such non-conforming Work Products.

4.3 Warranty Period. The warranty period for the Work Products shall be ninety (90) days beginning on the date of their acceptance by NETGEAR.

4.4 Representations. SUPPLIER hereby represents and warrants that: (i) all Work Products will be the original work of SUPPLIER; (ii) the Work Products will not infringe the copyright, patent, trademark, trade secret, mask work or any other intellectual property right of any third party; (iii) neither the Work Products nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments;
(iv) the Work Products will not contain any virus, trap door, worm, or any other device or routine that is injurious or damaging to software or hardware used in conjunction with the Work Products; and (v) SUPPLIER has no outstanding agreement or obligation that is in conflict with any of the provisions of the IPP Agreement, or that would preclude SUPPLIER from complying with the provisions hereof, and further warrants that SUPPLIER will not enter into any such conflicting agreement during the term of the IPP Agreement.

5. TERM AND TERMINATION

5.1 Term. The term of the IPP Agreement will begin on the date specified in the Statement of Work and shall continue until it is terminated in accordance with this Section 5.

5.2 Termination. NETGEAR may terminate the IPP Agreement or any Statement of Work without cause upon giving thirty (30) days' prior written notice thereof to SUPPLIER. NETGEAR may terminate the IPP Agreement immediately and without prior notice if SUPPLIER refuses to or is unable to perform the Development Work or is in breach of any material provision of the IPP Agreement. The IPP Agreement terminates automatically upon termination of the Master Agreement.

5.3 Effect of Termination. Upon the termination or expiration of the IPP Agreement, or upon NETGEAR's earlier request, SUPPLIER shall: (a) discontinue use of all NETGEAR Proprietary Technology and all Work Products, and (b) deliver to NETGEAR all Work Products (without regard to stage of completion and including all deliverables described in the Statement of Work) and all embodiments of NETGEAR Proprietary Technology that SUPPLIER may have in SUPPLIER's possession or control.

5.4 Survival. Upon termination or expiration, all rights and duties of the parties toward each other will cease except: (a) NETGEAR shall pay, within thirty (30) days of the effective date of termination, all amounts owing to SUPPLIER for the Development Work completed and accepted by NETGEAR prior to the termination date. Exhibit A (General Terms), as applicable to the IPP Agreement, and Sections 2, 3, 4 and 5 of the IPP Agreement shall survive any termination of the IPP Agreement.

Master Purchase Agreement Page 35

EXHIBIT D1
STATEMENT OF WORK
Version US11/07/02

This Statement of Work #__________("Statement of Work") is made and entered into by and between NETGEAR and SUPPLIER, on________________2003 and incorporates by reference the Master Purchase Agreement between NETGEAR and SUPPLIER ("Master Agreement").

NETGEAR and SUPPLIER agree that this Statement of Work completely and accurately contains the entirety of both parties' requirements in the provision of the Development Work.

DELIVERABLES SPECS:        INSERT DESCRIPTION AND PERFORMANCE SPECIFICATIONS FOR
                           DELIVERABLES

PROJECT NUMBER:            INSERT PROJECT NUMBER

REQUESTED DELIVERY         Work will commence the week of INSERT DATE, and will
DATES:                     be completed on INSERT DATE.
ACCEPTANCE TESTING:        INSERT THE ACCEPTANCE TESTING PROCEDURE
AMOUNTS PAYABLE TO         NETGEAR shall pay SUPPLIER as follows:
SUPPLIER:

ESTIMATED TOTAL
FEES AND COSTS:
NETGEAR PROJECT            INSERT NAME OF NETGEAR PROJECT AUTHORITY NAME AND
                           CONTACT INFORMATION
AUTHORITY:

FORWARD ALL INVOICES FOR THIS WORK ORDER TO THE FOLLOWING ADDRESS:
CONTACT NAME:
ADDRESS:

PHONE NUMBER:
FAX NUMBER:
EMAIL ADDRESS:

ENTIRE AGREEMENT. This Statement of Work and the IPP Agreement embody the entire understanding of the parties with respect to the subject matter hereof and shall supersede all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

--------------------------------------------------------------------------------
Proposed by                                  Agreed and Accepted by
NETGEAR, INC.                                SUPPLIER (NAME OF COMPANY)
Address                                      Address

SIGNATURE: ________________________          SIGNATURE: ________________________
NAME:      ________________________          NAME:      ________________________
TITLE:     ________________________          TITLE:     ________________________
DATE:      ________________________          DATE:      ________________________

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT E
NON-RECURRING ENGINEERING COSTS
Version US11/07/02

This Exhibit E is part of the Master Purchase Agreement between NETGEAR and SUPPLIER, which incorporates this Exhibit E by reference (the "Master Agreement").

The following schedule lists the definitions and burdens of the NRE costs of each type of development. The parties acknowledge that the NRE burdens may be negotiated on a per-project negotiation.

------------------------------------------------------------------------------------------------------
                                             New Design           Transferred       Existing Redesign
                                                                   Redesign
------------------------------------------------------------------------------------------------------
Definition                                A new NETGEAR        An existing          An existing
                                          product              NETGEAR product      NETGEAR Product
                                                               that is              and is currently
                                                               transferred from a   being produced
                                                               different supplier   by SUPPLIER
------------------------------------------------------------------------------------------------------
 MC(1) Cost Burden   FCC, CE, VCCI,       NETGEAR:   [*]       NETGEAR:   [*]       NETGEAR:   [*]
                     C-tick, LVD(2)        SUPPLIER: [*]       SUPPLIER:  [*]       SUPPLIER:  [*]
                     ------------------                        ---------------------------------------
                     EMC NOT in the                            NETGEAR:   [*]       NETGEAR:   [*]
                     current design                            SUPPLIER:  [*]       SUPPLIER:  [*]
------------------------------------------------------------------------------------------------------
Safety Cost Burden   UL, cUL, TUV(3)      NETGEAR:  [*]        NETGEAR:   [*]       NETGEAR:   [*]
                                          SUPPLIER: [*]        SUPPLIER:  [*]       SUPPLIER:  [*]
                     ------------------                        ---------------------------------------
                     Safety NOT in the                         NETGEAR:   [*]       NETGEAR:   [*]
                     current design                            SUPPLIER:  [*]       SUPPLIER:  [*]
------------------------------------------------------------------------------------------------------
Tooling Cost Burden                       NETGEAR:  [*]        NETGEAR:   [*]       NETGEAR:   [*]
                                          SUPPLIER: [*]        if changes           if changes
                                                               requested by         requested by
                                                               NETGEAR              NETGEAR
------------------------------------------------------------------------------------------------------
Packaging and Printing Materials Cost     NETGEAR:  [*]        NETGEAR:   [*]       NETGEAR:   [*]
Burden                                    SUPPLIER: [*]        SUPPLIER:  [*]       SUPPLIER:  [*]
------------------------------------------------------------------------------------------------------
Samples Cost Burden                       NETGEAR: # of        NETGEAR: # of        NETGEAR: # of
                                          samples received     samples received     samples received
                                          by NETGEAR x         by NETGEAR x         by NETGEAR x
                                          Negotiated BOM       Negotiated BOM       Negotiated BOM
                                          cost                 cost                 cost
------------------------------------------------------------------------------------------------------

(1) EMC means electro magnetic compliance.

(2) FCC means EMC for the US; CE means EMC for Europe; VCCI means EMC for Japan; C-tick means EMC for Australia; and LVD means safety standard for Europe.

(3) UL and cUL means safety standards for the US and Canada; And TUV means safety standards for Germany.

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EXHIBIT F
SUPPLIER TRAINING SERVICES TERMS
Version US11/07/02

These Supplier Training Services Terms are part of the Master Purchase Agreement between NETGEAR and SUPPLIER, which incorporates these Supplier Training Services Terms by reference (the "Master Agreement"). These Supplier Training Services Terms apply if and to the extent NETGEAR purchases any Training Services under the Master Agreement. Unless otherwise specified, all capitalized terms used in these Supplier Training Services Terms shall have the same meanings as in the Master Agreement.

1. TRAINING

1.1 Scope of Training. SUPPLIER shall conduct at least one on-site training course at a location specified by NETGEAR, taught by qualified SUPPLIER personnel, for each major release of the Products in order to train NETGEAR's representatives on the use and operation of the Products ("Training Services"). The Training Services shall include, but not limited to, the following: (i) overview of underlying technologies, (ii) Product features and applications;
(iii) competitive information; (iv) frequently asked questions ("FAQ"); (v) troubleshooting techniques; and (vi) hands-on sessions.

1.2 Training Materials. SUPPLIER shall provide NETGEAR with the training materials consisting of handouts to be left for participants for further reference and instructor guides that might be used by NETGEAR to deliver any subsequent training. NETGEAR shall be free to modify the training materials for its use in support and promotion of the Products. SUPPLIER shall also provide NETGEAR with training materials for minor releases of the Products.

1.3 Videotaping. SUPPLIER shall authorize NETGEAR to videotape training sessions and to use the resulting videotapes for future training. NETGEAR may provide future training with the use of such videotapes only to its employees and/or technicians at its technical support centers.

1.4 Time and Materials Basis. The Training Services will be provided on a time and materials basis, unless the parties agree to a certain fee per course and participant. All expenses incurred by or on behalf of NETGEAR or its representatives attending such training will be covered by NETGEAR.

2. LIMITED TRAINING SERVICES WARRANTY

2.1 Warranty Standard. SUPPLIER warrants that it will have Training Services carried out in a professional and workmanlike manner by qualified personnel in a timely and careful manner. If any Training Services fail to conform to the warranty in the preceding sentence and NETGEAR notifies SUPPLIER, SUPPLIER shall either (i) re-perform the Training Services to the extent they were non-conforming, or (ii) partially or completely refund fees paid by NETGEAR in proportion to the extent of the non-conformance.

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2.2 Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 2 (LIMITED TRAINING SERVICES WARRANTY), SUPPLIER MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS WITH REGARD TO TRAINING SERVICES.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT G

QUALITY PROCEDURES/ON-GOING RELIABILITY TESTING
Version US11/0 7/02

This Exhibit G is part of the Master Purchase Agreement between NETGEAR and SUPPLIER. which incorporates this Exhibit G by reference (the "Master Agreement").

1. PURPOSE

On-going Reliability Testing ("ORT") is intended to characterize new product reliability and to monitor manufacturing and supplier process shifts proactively. Long-term, random reliability characteristics affecting Product Mean-Time-Between-Failure ("MTBF") will be sought to ensure the theoretical hardware design reliability is achieved at a minimum. Additionally, ORT will be monitored to identify variations in workmanship, manufacturing processes, and components which may affect product reliability or result in early stage failures and/or epidemic failures.

2. TIMING

ORT should be planned as part of the new product introduction ("NPI") process. ORT sampling should consist of production units (not prototypes) that have been through the complete production process (to ensure they are free from defects). Formal ORT should begin within [*] from First Customer Ship ("FCS") for each new product. For legacy products, ORT must be fully implemented prior to reduction or elimination of burn-in or ESS cycle count reduction as part of the burn-in optimization process.

3. SAMPLE SIZE

Sample size will be established such that the product predicted MTBF at
[*] (Defined by products), whichever is greater, can be demonstrated with minimum consumer risk. The module sample size (host boards, MDAs, etc.) will be estimated in proportion to the ratio of install base as is practical from a network configuration standpoint. ORT sample units shall be selected randomly at the production line finished goods pack out or may also be obtained from Finished Goods Inventory ("FGI").

The ORT sample will be fully populated within [*] of beginning ORT. [*] of the sample units will be removed and replaced with new units every
[*] to minimize wear out. Units removed shall be rerouted through the normal manufacturing test process and processed into FGI; replacement units shall be selected randomly at finished goods pack out or from FGI. (Individual units shall be part of the ORT sample only once.)

4. GENERAL DESCRIPTION

ORT will be implemented as a network of product family members arranged to accommodate sampling requirements. Traffic will be passed through this network in a

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fashion similar to actual use in a customer environment, although relying on hardware only within the particular product family.

(Defined by products)

5. ROLES AND RESPONSIBILITIES

5.1 Reliability Engineering is responsible for predicting product design MTBF and determining the precise ORT sample size for each product and option. ORT data will be monitored, analyzed, and reported quarterly. If a failure should occur, Reliability Engineering will drive the failure analysis and corrective action processes (see paragraph 5.5).

Reliability Engineering is also responsible for providing the test software tools with data collection features and the appropriate fixture design. Test equipment set up and maintenance will also be supported.

5.2 Operations NPI Management is responsible for including ORT as part of NPI planning. Proper allocations for the ORT sample shall be planned into the pilot production build. Manufacturing Engineering and Production Planners are responsible for incorporating the ORT sample requirements into the production build plan and the capacity model.

5.3 Production Operations is responsible for maintaining the ORT product sample.

5.4 Release Test Engineering (RTE) will provide guidance in ORT test network architecture and ORT traffic simulation method. This information, along with failure criteria, will be contained in an addendum to this document specific to each product family.

5.5 If necessary, Manufacturing Engineering will manage Stop Ships, Purges, and any other required manufacturing action. Customer (Sustaining) Engineering and Hardware Development will support fault isolation and troubleshooting requirements for root cause analysis and corrective action development.

6. CONDITIONS AND PARAMETERS

6.1 Temperature Limit And Power Cycling

The maximum ambient temperature shall be [*] simulating customer operating conditions and configuration. Power cycling of the ORT sample lot shall be performed periodically. (Defined by products)

Although not preferred, ORT can be run at room ambient temperature if thermal test equipment is not available. The disadvantage of this method is the absence of time-wear accelerating mechanisms, thus the sample size must be up to four times greater than that for ORT at [*].

(Defined by products)

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For operating temperatures below [*] (Defined by products), but above
[*], the acceleration factor shall be adjusted based on the activation energy of [*].

6.2 Duration

Running the test at an operating temperature of [*] (Defined by products) and using an acceleration factor of [*], ORT can simulate eight (8) weeks of operation in [*] operating hours on a per unit basis. ORT units within the sample shall operate for a total of fourteen (14) days, minimum [*] operating hours), cycling ten percent (10%) of the total ORT sample approximately once every [*]. Due to unforeseen circumstances, a unit may have to stay in ORT for longer than [*], however, the maximum duration should not exceed [*] on any given unit.

6.3 Failures

Failure criteria shall be provided in an addendum to this document along with the functional test specification for each product family. Random failures shall be fault isolated to root cause and repaired or corrected. After the diagnosis and repair of a failure, the repaired unit will complete ORT to ensure the corrective action was effective.

If more than one failure occurs with the same symptom during ORT, it will be considered a chronic failure. Chronic failures shall be failure analyzed to root cause and a permanent corrective action implemented. If reasonable evidence exists that a chronic failure mode has developed, a Stop Ship should be issued until an effective corrective action can be implemented.

ORT data will be used to calculate product MTBF quarterly. Corrective actions shall be required for any product not demonstrating predicted MTBF within six (6) months of FCS and require the approval of the Director of Quality.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.20

VENDOR AGREEMENT

Between:

Best Buy Co., Inc.                NETGEAR, INC.                         "Vendor"

7075 Flying Cloud Drive       and 4500 Great America Parkway

Eden Prairie, MN 55344            Santa Clara, CA 95054

1. License to Sell Products. Subject to the terms of this Agreement, Vendor grants Best Buy Co., Inc., and its affiliates and subsidiaries ("Best Buy"), a non-exclusive, non-transferable license to distribute the products described in Exhibit A, as may be amended from time to time by mutual agreement (the "Products"), to end users and commercial buyers/licensees in the United States, Canada and other territories as agreed from time to time, solely through its present and future retail stores, Internet Websites, distribution centers and mail order distribution centers. Best Buy may obtain Products by placing orders under this Agreement that are accepted by Vendor. Vendor shall be deemed to have accepted a purchase order from Best Buy unless Vendor sends Best Buy a written rejection within 2 business days of its receipt thereof. Vendor will acknowledge its receipt of a purchase order by sending Best Buy an EDI997 (Functional Acknowledgement). Each order placed with Vendor for Products shall be governed by this Agreement, regardless of any additional or conflicting term in Best Buy's order. Orders must be for minimum lot sizes (case carton quantities) and must conform to the ordering guidelines as described in Vendor's Retailer Manual that is in effect on the Effective Date of this Agreement (attached and incorporated into this Agreement as Exhibit D) and as amended from time to time.[*].

2. Pricing and Taxes.

- Prices: Subject to the terms of this Agreement, Vendor will sell the Products set forth on Exhibit A to Best Buy at the prices set forth therein; as may be changed from time to time. Vendor guarantees competitive pricing with that offered by Vendor to other like retailers for the same quantity purchased; provided that prices must be compared taking into account all of the terms and conditions of the transaction at the time it was offered by Vendor.

- Taxes: Vendor's prices do not include sales, use, excise, or other taxes, however designated (except taxes based on Vendor's net income). The amount of any valid present or future sales, use, excise, or other tax which is attributable to Best Buy shall be paid by Best Buy; or in lieu thereof. Best Buy shall provide Vendor with a tax exemption certificate acceptable to the taxing authorities.

3. Payment. Vendor shall electronically submit an invoice to Best Buy within 2 business days of the day Product is shipped. Invoice credit terms will be as set forth in the Vendor Program Agreement, as described herein, which may be updated from time to time by the parties' mutual agreement. The designated credit term shall commence on the date Best Buy receives Product at the FOB point agreed upon by the parties in Section 4 hereof. No additional charges of any type beyond the price of the Products shall be added to an invoice without Best Buy's express written consent other than those taxes described in Section 2 of this Agreement. Vendor may withhold shipment of Products if Best Buy is delinquent in making undisputed payments under this Agreement. All transactions must be valued and paid in U.S. currency. Best Buy may offset from Vendor's invoice any indebtedness of Vendor, if: (a) the indebtedness is related to the performance of this Agreement; and (b) Best Buy submits either prior to or along with its payment from which the offset is made
- sufficient documentation justifying the offset under the terms of this Agreement.

Vendor's Invoices should be via EDI, as set forth in Section 10. Best Buy Purchasing LLC is a controlled subsidiary of Best Buy Co., Inc. Best Buy Purchasing LLC will pay Vendor invoices in accordance with this Section 3 and shall initially assume title to all Products (subject to Vendor's security interest, described above). Best Buy Purchasing LLC will resell and transfer title to such Products to Best Buy Co., Inc.'s other affiliates and subsidiaries to

distribute the Products through the sales channels provided in Section 1. Best Buy Co., Inc. guarantees the performance required of Best Buy Purchasing LLC under this Agreement.

4. Shipping.

- Select Shipping Terms: One of the following ground shipment terms shall be agreed upon at the time this Agreement is executed by checking the applicable box. No other ground shipment terms other than the two options described below may be used.

[*] FOB Origin, Freight Collect and Allowed. Best Buy shall be responsible for carrier selection, routing instructions and pick-up appointments at Vendor's domestic origin facility. In addition, Best Buy is responsible for carrier freight payments, submitting freight claims for loss and damage, scheduling appointments at destination, and tracking and tracing freight in transit. Title and risk of loss passes to Best Buy Purchasing LLC upon delivery to Best Buy at Vendor's domestic origin shipping dock. Vendor agrees to have Products in ship-ready condition on the ship date specified in the applicable purchase order and provide forty-eight (48) hour notice of pick-up request to Best Buy for truckload shipments and twenty-four (24) hour notice of pick-up request to Best Buy for less-than-truckload shipments. Vendor will pay a freight allowance to Best Buy pursuant to the attached Collaborative Transportation Agreement, as amended from time to time by the parties.

[*] FOB Destination, Freight Prepaid by Vendor. Vendor shall be responsible for carrier selection, routing instructions and freight payment. Title and risk of loss passes to Best Buy Purchasing LLC upon delivery to Best Buy at the destination specified by Best Buy, which may include but is not limited to its stores, distribution centers, and third-party fulfillment providers. Vendor is encouraged to utilize Best Buy's preferred carriers to improve on-time performance, minimize transit times and reduce the need for expedited shipments.

- Existing Vendor Conversion to FOB Origin, Freight Collect and Allowed Terms: In the event Vendor currently ships Product to Best Buy FOB Destination, Freight Prepaid by Vendor, Vendor may be converted to the preferred FOB Origin, Freight Collect and Allowed terms as described above, via its Collaborative Transportation Management Program ("CTM"). Under CTM, Best Buy will receive a negotiated freight allowance from the vendor in exchange for assuming the expenses associated with inbound carrier freight previously born by Vendor. Freight allowance to be paid to Best Buy with respect to FOB Origin, Freight Collect and Allowed terms will be agreed between the parties in writing and attached hereto as the Freight Allowance Agreement. For example, the negotiated freight allowance can reflect a flat percentage of invoice value (ad valorem), or dollars and/or cents per pound, or dollars and/or cents per box or as actual freight expense incurred.

- Expedited Shipments: Terms for expedited shipments will be FOB Origin, Freight Collect. The parties will determine responsibility for expedited shipment expenses on a case by case basis depending upon which party caused the need for the expedited shipment; In the event current shipping terms are FOB Origin, Freight Collect and Allowed, and the parties determine that the need for an expedited shipment was not the fault of Vendor, Vendor shall still be responsible for reimbursing Best Buy for the agreed Freight Allowance expense.

- Shipping and Routing Guide: Vendor shall follow the terms and conditions stated in Best Buy's Shipping and Routing Guide, attached hereto as Exhibit B.

- Other Charges: Any and all charges related to special requests of Vendor to carrier, including loading assistance, detention, or any other instructions, prior to title passage, are the responsibility of the Vendor.

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- Direct Import Agreement: Terms for directly imported Products will be set forth in a Direct Import Agreement, which may be attached hereto.

- Bill of Lading: Vendor shall use the standard Bill of Lading form, attached hereto as Exhibit C.

5. Shipping Performance Management.

- Right Time: Vendor agrees to deliver Product on a timely basis to Best Buy at the FOB point in accordance with the prearranged delivery and/or pick-up dates the parties agree upon from time to time. For FOB Origin, Freight Collect terms, Product must be ready for delivery to Best Buy on the pick-up date agreed upon by the parties. For FOB Destination, Freight Prepaid terms, Product must be delivered to Best Buy within two days of the delivery date committed to by Vendor. In the event Vendor is in breach of this "Right Time" shipping commitment, Best Buy may issue a charge-back to Vendor (subject to the limitations set forth in this Section 5) in each instance of breach, for 1 % of the total cost of the particular Stock Keeping Unit ("SKU") subject to the breach, as identified on the corresponding PO for each day early or late, as the case may be, up to a maximum of 5%. Such amount shall be considered liquidated damages, as it is reasonable in light of Best Buy's anticipated loss for Vendor's non-conformance.

- Right Quantity: Vendor agrees to deliver the right quantity of Product to Best Buy in accordance with an accepted PO. However, Best Buy shall consider a PO-SKU-Line quantity variance of up to 3% or 5 units, whichever is more, a conforming delivery. In the event that Vendor delivers a non-conforming quantity, Best Buy may issue a charge-back to Vendor (subject to the limitations set forth in this Section 5) for an amount equal to the quantity non-conformance percentage multiplied by the total cost of the particular SKU subject to the non-conformity, as identified on the corresponding PO; not to exceed a maximum of 5%. Such amount shall be considered liquidated damages, as it is reasonable in light of Best Buy's anticipated loss for Vendor's non- conformance.

- Program Implementation: Vendor agrees to comply with Best Buy's implementation schedule for the Shipping Performance Management Program, as described above (Right Time; Right Quantity), Upon notice to Vendor of the commencement of the Program, Best Buy will provide information concerning Vendor's shipping performance to Vendor for a period of not less than 8 consecutive weeks and not more man 12 consecutive weeks ("Implementation Period"). Vendor will not be subject to charges for shipping non-conformance during or before the Implementation Period. Following the Implementation Period, Vendor will be subject to the charges for shipping non-conformance as specified in this Section 5. Best Buy will identify and report incidents of Vendor's non-conforming shipments and make available information concerning each incident for 4 weeks so Vendor may investigate and assess the validity of each incident of shipping non-conformance reported by Best Buy.

- Achieving Shipping Performance Standards: If Vendor maintains shipping conformance for Right Time and Right Quantity at a rate of 80% or better for a period of 13 consecutive weeks based upon the total PO-SKU-Lines ordered by Best Buy, Best Buy will suppress future charges for non-conformance, provided that Vendor continues to maintain weekly shipping performance at or above 80% conformance. In the event unforeseen circumstances prevent Vendor from maintaining this 80% threshold, Vendor will be permitted to perform below 80% for 2 weeks of a rolling 6-week period without reinstatement of charges for non-conformance. If Vendor first qualifies for suppression of charges but then later fails to maintain the 80% threshold performance standard or its limited exception for unforeseen circumstances, Vendor must reestablish shipping standards of 80% or greater for 13 consecutive weeks before non-conformance charges will again be suppressed.

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6. Price Protection; Notice of Price Increases.

- Price Protection: Best Buy may apply to receive price protection credit upon the effective date of a price decrease as to the Products in Best Buy's on-hand inventory, which shall include Product wherever located (e.g., inventory located in stores, warehouses, return canters and Product in transit between these locations or from Vendor to Best Buy). Best Buy will determine its on-hand inventory as of the effective date of price protection and will submit a cost adjustment claim to Vendor for payment. Price protection adjustments to in-transit Product shall be reflected on the purchase orders prior to them being received into Best Buy distribution centers. Best Buy's right to receive price protection credit under this Section 6 is subject to and shall be made in accordance with the terms of Vendor's then-current Retailer Manual. Subject to Best Buy's right to conduct post-audit reconciliation, the Retailer Manual shall require at a minimum that Best Buy submit documentation to Vendor showing inventory eligible to receive price protection credit within
[*] after the effective date of the price decrease.

- Notice of Price Increases: Vendor will give Best Buy
[*] prior written notice of the effective date of any increases to the cost of Product to Best Buy. Price increases are based on the purchase order acknowledgement date, not the shipment or purchase order date.

7. Returns. Best Buy shall have the right to return at [*] any Products (i) that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity, or any other tangible or intangible proprietary or intellectual property right; (ii) that are not manufactured, packaged, or labeled in accordance with applicable laws, ordinances, rules, and regulations;
(iii) that are shipped in error or in non-conformance with Best Buy's purchase order; or (iv) that are damaged or defective, or where use of such Products has caused injury to person or property.

For the purposes of this Agreement, the term "defective," when referring to the Products means+

- Product that has defects covered by the warranty specified in the documentation that accompanies the Product when shipped; or

- Product that has been returned by a customer in accordance with Best Buy's return policy after the customer has opened the Product (i.e. the wrapping, seal, or box has been opened), but in no event more than one year after the last applicable model receipt by Best Buy from Vendor, regardless of whether the Product is otherwise defective.

Before returning any Product, whether for warranty or non-warranty action (including exchanges under Section 10 of this Agreement), Best Buy must obtain a return authorization ("RA") number from Vendor. Vendor agrees to provide a RA number, where appropriate and in accordance with this Agreement,
[*] of request. Vendor also agrees to allow delivery of return product as of the day the RA number is issued to Best Buy, subject to the following:

(i) Vendor need not accept shipments of return Products that Vendor receives more than [*] after its issuance of a RA number;

(ii) Best Buy shall prepay shipping charges for all defective Product returns (in connection with the return shipment for warranty items, Best Buy may issue a charge-back to Vendor for reimbursement of Best Buy's reasonable shipping charges);

(iii) If an appointment is required for Best Buy's return delivery, Vendor agrees to provide an appointment within 3 days of the carrier's expected time of arrival; and

(iv) Vendor need not accept any Product that is returned other than in accordance with the terms of this Agreement.

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Any and all changes to Vendor contact personnel must be communicated as soon as commercially practicable to the following address:

Best Buy Co., Inc.
Returns Department
7275 Flying Cloud Drive Eden Prairie, MN 55344

Within 90 days alter Vendor's receipt of a Product returned to Vendor in accordance with the terms of this Agreement, Vendor shall either:

(a) issue and send to Best Buy a credit memo in the amount of Best Buy's net purchase price for the returned Product (such credit memo shall reference either Best Buy's RGM number or the RA number); or

(b) if Vendor receives Product from Best Buy that Vendor believes is non-returnable, Vendor shall contact Best Buy and promptly ship such Product back to Best Buy's originating Product returns location (in this case, the shipment cartons must reference the original return shipment's RA or RTV number).

8. Debit Balances. If Vendor has a "Debit Balance" (defined as any balance due and owing from Vendor to Best Buy), the amount owed may be deducted by Best Buy from the next payment to Vendor. If there is no outstanding balance due to Vendor, then Vendor shall pay the debit balance to Best Buy in full, [*] notification from Best Buy. If the amount owed is disputed, Vendor and Best Buy agree to use commercially reasonable to reconcile the account and, in any event, Vendor shall remit payment of the undisputed amount to Best Buy [*] of notification. Payment shall be made in the form of check or wire; payment via a credit memo is not acceptable.

9. Discontinued Product. A "Discontinued Product" means any Product that Vendor has stopped manufacturing or any Product that undergoes a material change in appearance or packaging. Vendor will use commercially reasonable efforts to provide Best Buy with at least [*] advance written notice of the occurrence of a Discontinued Product, or as soon as possible in the event that the discontinuance is caused by actions taken by a component part supplier of Vendor. Upon notice of such Discontinued Product, Best Buy may, without penalty or liability, cancel any outstanding purchase orders pertaining to the Discontinued Product. With respect to Best Buy's existing inventory of Discontinued Product, Vendor and Best Buy shall negotiate in good faith to determine the proper disposition of such inventory.

10. Electronic Data Interchange; Web-Based Electronic Commerce. As a condition to entering into this Agreement, the parties agree to exchange certain documents electronically via (i) traditional Electronic Data Interchange ("EDI"); or (ii) Web-Based Electronic Commerce ("EC"). In particular, the parties shall exchange the following documents via either EDI or EC:

Required:

- Purchase Order ("PO"): EDI850. Vendor must be compliant with EDI or EC within 2 months of its receipt of the first PO from Best Buy (Vendor will not accept verbal purchase orders unless confirmed by an EDI850).

- Electronic Invoices: EDI810. Vendor must be compliant on EDI or EC within 3 months of its receipt of the first PO from Best Buy.

- Purchase Order Changes: EDI860. Vendor must be compliant on EDI or EC within 2 months of its receipt of the first PO from Best Buy.

- Advance Ship Notice ("ASN"): EDI856. including UCC128 barcode direct to store orders. Vendor must be ready to test for ASN compliance on EDI or EC within 6 months of its receipt of the first PO from Best Buy, or upon Best Buy's request thereafter based upon Best Buy's priority schedule.

- Functional Acknowledgement: EDI997. Vendor shall send EDI997 so that it is received within 2 business days of Best Buy's PO.

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Optional:

Along with the required documents identified above, Vendor must use reasonable efforts to explore the possibilities of implementing the following documents:

- Product Activity: EDI852 (sales and inventory information, delivered weekly to Vendor by Best Buy).

- Store Text Message: EDI864 (store addresses).

- Other EDI documents as they become available.

Additional Requirements:

- Prior to its acceptance of a Best Buy PO, Vendor must ensure all Products will be marked with a valid UPC number, as well as ensuring that such Products are setup in the Best Buy system.

- At Best Buy's request, Vendor must re-send all electronic documents using a new EDI ISA control number. Vendor must ensure duplicate transmissions are not fed into Vendor's database. Best Buy will not accept duplicate shipments and will return such shipments at Vendor's expense (including any carrying and handling costs).

- Traditional EDI must be set up directly with the Vendor, not through a third-party service or sales representative.

11. Product Exchanges; Vendor Program Agreement. As part of Best Buy's promotion of the Products, Best Buy shall perform the "Retailer's Responsibilities" described in Vendor's Retailer Manual, subject to an in accordance with those particular terms of Vendor's Retailer Manual. In order to facilitate Best Buy's management of its inventory of Products, Best Buy may exercise the "Product Exchange Privileges" described in Vendor's Retailer Manual, subject to an in accordance with those particular terms of Vendor's Retailer Manual.

Best Buy and Vendor may agree upon additional business terms from time to time concerning matters such as payment terms. Market Development Funds ("MDF") payment, stock rotation, volume rebates, new store allowances, etc. If agreed upon, such terms shall be contained in the attached Vendor Program Agreement, as amended form time to time by the parties.

12. Service. Best Buy is committed to meeting our customer's high expectations concerning post-sale service and warranty repairs. Accordingly, Vendor shall perform technical support described in the "Netgear's Responsibilities" section of Vendor's Retailer Manual, subject to and in accordance with the terms of the Retailer Manual. A comprehensive Product Service Agreement between the parties may also be necessary to ensure customer satisfaction. Unless otherwise determined by Best Buy, the attached Product Service Agreement, if attached, controls the servicing and warranty repairs of the Products and must be signed simultaneously with or prior to the signing of this Agreement.

13. Proprietary Rights. Vendor grants Best Buy a license to use, exhibit, reproduce, publish, publicly perform the Vendor trade names, trademarks and service marks set forth in the attached Vendor's Retailer Manual (the "Vendor Trademarks"), only as described in the attached Vendor's Retailer Manual, and only to promote, advertise and sell the Products. Further, Vendor may provide to Best Buy, without limitation, Product specifications, images, and other textual, graphical and/ or multimedia content regarding the Products for use in preparing advertising and promotional material ("Vendor Content"). Vendor hereby grants Best Buy a license to use, exhibit, excerpt, reformat, modify, reproduce, publish, publicly perform and transmit via the Internet and otherwise use such Vendor Content for the purpose of advertising and promoting the Products. Upon termination of this Agreement, Best Buy may continue to advertise and promote the Products, using the Vendor' Trademarks and Vendor Content until inventory depletion. Best Buy acknowledges that Vendor is the exclusive owner of the Vendor Trademarks and that this Agreement does not grant Best Buy any right, title or interest in or to the Vendor Trademarks. Further, all use of the Vendor Trademarks by Best Buy inures solely and exclusively to Vendor's benefit. This Agreement does not grant Vendor any right or license to use Best Buy's trade names, trademarks or service marks, promotional material, copy, graphics, themes, strategies, inventions, program, and files without first obtaining Best Buy's express written approval.

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14. Software. Best Buy may procure for and distribute licenses to use Vendor software ("Software") and accompanying documentation by placing orders under this Agreement. The terms of the licenses for such Software to which end-users are subject are included as a "shrink-wrap" license agreement with the Software and in its accompanying documentation when shipped by Vendor (the "License Agreement").

15. Confidentiality. The terms and conditions (but not the existence) of this Agreement, the Software and its documentation, and any information marked as confidential or, regardless of form (written/electronic/oral) or marking, is of the nature that a reasonable person would understand its owner would not want it disclosed to the public will be considered to be Confidential Information. Further, Confidential Information shall also include (i) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results,
(ii) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and marketing concepts, plans or strategies, (iii) matters relating to project initiatives and designs, (iv) matters of a human resources nature such as employment policies and practices, personnel, including individual names, addresses, and telephone numbers; compensation and employee benefits, (v) other information of a similar nature not generally disclosed to the public. Each party agrees not to disclose Confidential Information except to employees on a third party subject to a similar confidentiality agreement, which have a need to know to perform their responsibilities. Each party agrees to take at least the same precautions to protect Confidential Information as such party would utilize to ensure the protection, confidentiality and security of its own confidential information. Each Party, at its own expense, will properly use security procedures which are reasonably sufficient to ensure that all transmissions of documents are authorized and to protect its business records and data from improper access.

Upon the expiration or earlier termination of this Agreement, a party may, in writing, request either the prompt return or destruction, and a written certification of such destruction, of any Confidential Information provided to the other party.

Notwithstanding the foregoing, each Party may disclose the terms and conditions of this Agreement: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel of the parties;
(iv) in connection with the requirements of a public offering or securities filing; (v) in confidence, to accountants, banks, and financing sources and their advisors; (vi) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

16. Vendor Obligations

Vendor shall provide to Best Buy, at no charge, adequate copies of any necessary training and Product information brochures, and will assist with the training of Best Buy personnel on Best Buy's premises as reasonably necessary so that Best Buy's sales and service personnel will be adequately knowledgeable with respect to the Products, Vendor must deliver Product samples on a timely basis to Best Buy and provide Best Buy with detailed and accurate information concerning product specifications and end-user warranties for all Products. Vendor shall use best efforts to begin to include security source tagging technology inside Product packaging.

Vendor shall notify Best Buy within ten (10) days: (a) regarding the existence and nature of Vendor's knowledge of any material non-compliance with applicable laws (or any reasonable possibility thereof) to the extent the non-compliance relates to the Products that Vendor provides to Best Buy under this Agreement, or (b) if Vendor receives notice of a claim from a consumer (which, individually or in the aggregate, may reasonably be expected to result in material liability to Vendor and/or Best Buy) that a Product is defective or does not comply with all applicable laws.

17. Representations and Warranties. Vendor represents and warrants to Best Buy that:

- Vendor has the authority to enter into this Agreement and that the persons signing this Agreement on behalf of Vendor are authorized to sign.

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- The Products shall conform with Vendor's applicable standard end-user Product warranty during the specified warranty period.

- It will comply with all applicable laws and regulations in performing its obligations under this Agreement, including but not limited to laws and regulations pertaining to product design, manufacture, packaging and labeling and, if applicable, importation, the Foreign Corrupt Practices Act, and laws and treaties designed to protect human rights.

Best Buy acknowledges that Vendor's end-user warranties do no apply to any Product that has been: (i) altered, except by Vendor or in accordance with its instructions, or (ii) used in conjunction with another vendor's product if such use results in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components.

THE FOREGOING VENDOR WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT ANY LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY PRODUCT THAT IS IDENTIFIED IN THE PRICE LIST AS AN "AS IS" PRODUCT, IS FURNISHED "AS IS" WITH NO WARRANTIES OF ANY KIND.

Best Buy represents and warrants to Vendor that:

- Best Buy has the authority to enter into this Agreement, and that the persons signing this Agreement on behalf of Best Buy are authorized to sign.

- Best Buy agrees to exert commercially reasonable efforts to promote and sell the Products consistent with Best Buy's sales, marketing and merchandising plans, as may be amended from time to time in Best Buy's sole and reasonable discretion.

- It will comply with all applicable laws and regulations in performing its obligations under this Agreement.

18. Liability Limitations. EXCEPT FOR LIABLITY ARISING FROM AN INDEMNIFICATION OBLIGATION, BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY SUCH DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE FURNISHING OF SERVICES, OR THE USE OR PERFORMANCE OF PRODUCTS, EVEN IF INFORMED OF SUCH DAMAGES.

19. Term and Termination.

Term: This Agreement will commence upon the effective date, which shall be the date when it has been fully executed by authorized representatives of both parties, and shall continue until it is terminated according to its terms.

Termination: Either party may terminate this Agreement at any time without cause upon 90 days written notice to the other party. In the event of a material breach of this Agreement, this Agreement may be terminated immediately by the non-breaching party, provided that notice describing the breach has been provided to the breaching party and the breaching party has failed to cure such breach within 30 days of receipt of notice.

20. Indemnification. Vendor will indemnify, defend, and hold Best Buy harmless from and against any and all third-party claims, actions, liabilities, losses, costs and expenses ("Claims") arising from or in connection with this Agreement or the Products provided under this Agreement, if and to the extent the Claim is based on an allegation that: (i) a Product infringes a United States, Canadian or European Union-based patent or any copyright, trademark, trade secret or other valid intellectual property right; or (ii) a negligent act or omission of Vendor, including but not limited to Claims based upon bodily injury, death, or destruction of physical property (other than the Products); or (iii) the Products, or use thereof, caused personal injury, death or real or personal property damage.

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Further, Vendor agrees to fully indemnify, defend and hold Best Buy harmless against any reasonable Claims, losses, costs and expenses resulting from a voluntary or government initiated product recall.

For infringement Claims, Vendor may, at its option and expense, procure the right for the end user to continue using the Product, replace or modify the Product so that it becomes non-infringing (if practical in the reasonable opinion of both parties), or accept a return of the Product and refund an amount equal to the price paid by Best Buy for the infringing Product.

Each party agrees to indemnify, defend and hold the other harmless from and against any and all Claims arising from or in connection with its own failure to comply with all applicable laws, rules and regulations while performing its obligations under this Agreement.

Vendor's indemnity obligations do no apply to any Claims to the extent arising from: (i) Best Buy's alterations to Products, (ii) Best Buy's use of Products in conjunction with another vendor's product, (iii) damage to Products by Best Buy's improper environment, abuse, misuse, accident or negligence; or
(iv) any of the foregoing acts or omissions, whether or not committed by Best Buy, if Best Buy directed or encouraged the acts or omissions, and such directed or encouraged acts or omissions are not in accordance with the Product's instructions.

Each party's indemnity obligations are conditioned on the other giving the indemnifying party prompt written notice of any Claims, tendering the defense of all Claims to the indemnifying party, reasonably assisting the indemnifying party in that defense (the indemnifying party to pay the other's reasonable out-of-pocket expenses), and to granting the indemnifying party the right to control settlement and resolution. The indemnifying party has no obligation to pay any costs of liability, settlement and defense, including attorney fees and costs, agreed to by the other party without the indemnifying party's consent, provided that the indemnifying party is fulfilling its indemnity obligations.

21. Insurance. Vendor agrees to procure and maintain Comprehensive General Liability Insurance with limits not less than [*]. Best Buy shall be added to such coverage as an additional insured with respect only to the operations of Vendor. Vendor shall provide a Certificate of Insurance evidencing such insurance and providing that Vendor's insurers shall provide Best Buy with 30 days advance written notice of cancellation of such policies.

22. Assignment. This Agreement may not be assigned by either party without first obtaining the other party's express written consent, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement, without obtaining the other's express written consent, to (i) a successor corporation resulting from a merger, consolidation, or non-bankruptcy consolidation or to a purchaser of all or substantially all of the assigning party's assets or a majority, or controlling interest in the assigning party's voting stock, provided that the purchaser's net worth at the time of purchase is equal to or greater than that of the assigning party; and (ii) a present or future subsidiary or affiliate. Any attempted assignment in violation of this Agreement shall be null and void.

If Vendor assigns payments to an assignee/factor, Vendor understands and agrees that Vendor and the assignee/factor will be required to sign Best Buy's standard acknowledgement form to assure Best Buy that assignee/factor understands the rights being assigned

23. Audit Rights. Each party shall have the right to audit the other party to assure compliance with the obligations (including the proper issuance or taking of charge backs, credit memos and deductions) under this Agreement. Audits under this Section 23 shall only be conducted:
(a) upon reasonable prior written notice to the audited party; (b) at reasonable times; (c) during regular business hours; (d) at the auditing party's expense (except as set forth below); (e) no more than once per calendar year; and (f) no more than once with respect to particular records. All information obtained by the auditing party in the course of an audit shall be considered Confidential Information of the audited party. If the audit reveals that a party is not performing in material compliance with its payment obligations under this Agreement, then, in addition to any other legal and equitable rights and remedies available, the party not in compliance shall reimburse the other for the reasonable costs of the audit.

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24. Claims and Charge-backs.

- Claims: Neither party hereto may raise a claim of any nature relative to this Agreement more than 2 years after the date of any such cause of action accrued.

- Charge-backs and Credits: [*]. Vendor agrees to use Best Buy's Dispute Control Document, available at www.extendingthereach.com. to communicate any such denials. If no denial is sent to Best Buy within 90 days, Best Buy will assume the charge-backs or credit requests were accepted by the Vendor, and Vendor hereby agrees not to contest such deductions or credit requests.

3. 24. Avoidance of Conflict of Interest; Code of Conduct Standards. Vendor agrees to respect and abide by Best Buy's conflict of interest and code of conduct policies, which may be amended from time to time and which will be made available to Vendor upon request. Vendor agrees to contact Best Buy's Open Line (1-800-520-1132) for information concerning Best Buy's policies and to discuss any ethical or conduct concerns that they may have as a result of their contact with Best Buy personnel. Vendor understands and acknowledges that Best Buy's conflict of interest and code of conduct policies address Vendor-paid travel, gifts and gratuities, offering and accepting bribes, family members and close personal relationships involving employees of both parties, personal investments in the other party, Vendor-sponsored charitable and other events, Vendor product samples, Vendor promotional copies, direct personal purchases from Vendors by Best Buy employees, and awards, incentives and other spiffs from vendors. Vendor agrees to avoid conflict of interest situations with Best Buy, to deal in arms length negotiations with Best Buy, and to contact Best Buy's Open Line to address Vendor's concerns. Best Buy similarly agrees to abide by Vendor's policies concerning this subject matter

4. 25. Force Majeure. Neither party shall be in breach of this Agreement solely due to causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, power failure, or failure of the U.S. postal system, but in every case the failure to perform must be beyond the control and without fault or negligence of the party failing to perform.

5. 26. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if hand-delivered or mailed by either registered or certified mail, return receipt requested, or by nationally recognized overnight courier service, receipt confirmed. In the case of notices via first-class mail or courier service, notices shall be deemed effective upon the date of receipt or upon the date returned for non-delivery. Notices shall be addressed to the parties as set forth below, unless either party notifies the other of a change of address, in which case the latest noticed address shall be used:

Notices to Vendor:                         Notices to Best Buy:

NETGEAR, INC.                              Best Buy Co., Inc.
Attn:                                      Attn: Sr. VP, Merchandising
Copy To: General Counsel, Legal Dept.      Copy To: General Counsel, Legal
4500 Great America Parkway                 Department
Santa Clara, CA 95054                      7075 Flying Cloud Drive
                                           Eden Prairie, MN 55344

6. 27. General.

Relationship of the Parties: The relationship between the parties shall be that of independent contractor. Nothing herein shall be construed as creating or consulting the relationship of employer/employee, franchisor/franchisee, principal/agent, partnership, or joint venture between the parties. Neither party may bind the other, incur any obligation on the others behalf, or represent itself as the other's agent in any way that might result in confusion as to the fact that the parties are separate and distinct entities.

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(a) Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota.

Enforceability: If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision shall be more narrowly and equitably construed so that it becomes legal and enforceable, and the entire Agreement shall not fall on account thereof and the balance of the Agreement shall continue in full force and effect.

No Waiver: Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its right or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any other right or remedy, or as to a subsequent event.

Counterparts and Electronics Signature: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile or other "electronic signature" (as defined in the Electronic Signatures in Global and National Commerce Act of 2000) in a manner agreed upon by the parties hereto.

Entire Agreement; Amendments: This Agreement, including the exhibits attached hereto, contains the entire Agreement between the parties with respect to the subject matter hereof, supersedes all prior agreements, negotiations and oral understandings, if any, and may not be amended, supplemented, or modified in any way, except by an amendment in writing and signed by authorized officers of the parties hereto. No amendment shall be affected by the acknowledgement or acceptance of a purchase order, invoice, or other forms stipulating different terms. This Agreement shall inure to the benefit of and be binding upon each of the parties and their permitted successors, assigns, heirs, executors, administrators, trustees and legal representatives.

Headings: Headings used in this Agreement are for the purposes of convenience only and shall not affect the legal interpretation of this Agreement.

Draftsmanship. Each of the parties hereto has been represented by its own counsel. In the event of a dispute, no provision of this Agreement shall be construed in favor of one party and against the other by reason of the draftsmanship of this Agreement.

Survival: The expiration or termination of this Agreement shall not terminate vested rights of either party from any liabilities or obligations incurred under this Agreement prior to and which by their nature are intended to survive expiration or termination, including but not limited to provisions relating to confidentiality, indemnification, and proprietary rights.

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THE PARTIES HAVE MADE THIS AGREEMENT EFFECTIVE AS OF THE DATE LAST SIGNED BELOW:

BEST BUY CO., INC.                        VENDOR : NETGEAR, INC.

Authorized Officer: /s/ Michael London    Authorized Officer: /s/ [ILLEGIBLE]
                    -------------------                       ------------------
                       (Signature)                                  (Signature)

Name:       Michael London                Name: PATRICK LO
      ------------------------                  ------------------------
           (Please Print)                           (Please Print)

Title:  [ILLEGIBLE]                       Title:  CEO
       -----------------------

Date:   9-24-01                           Date: 9/20/01

BEST BUY PURCHASING LLC.

Authorized Officer: /s/ Michael London
                   --------------------
                      (Signature)

Name:  Michael London
      --------------------
        (Please Print)

Title:
      --------------------

Date: 9-24-01

EXHIBITS

The following Exhibits are hereby incorporated into and made part of this Agreement:

Exhibit A               Products and Pricing
Exhibit B               Shipping and Routing Guide
Exhibit C               Standard Bill of Lading
Exhibit D               Vendor's Retailer Manual

ADDENDUMS (CHECK IF APPLICABLE AND ATTACH)

If checked below, the following Addendum(s) are hereby incorporated into and made a part of this Agreement:

[x] Marketing Program Agreement [ ] Solution Plus Rebate Agreement

[x] Product Services Agreement [ ] Direct Import Agreement

[ ] Freight Allowance Agreement [ ] Configure to Order Agreement

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A

PRODUCTS AND PRICING

[NETGEAR(TM) LOGO]

[*]

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[*]

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[*]

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[*]

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[*]

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[*]

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[*]

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EXHIBIT B

SHIPPING AND ROUTING GUIDE

EXHIBIT C

STANDARD BILL OF LADING

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT D

NETGEAR
RETAILER MANUAL

Congratulations on becoming an authorized NETGEAR Retail Outlet Retailer.

As a NETGEAR Retailer, you are eligible to place orders directly with NETGEAR and take advantage of a number of programs designed to allow you to succeed in your sale of our products. The following material describes the procedures, programs, requirements for participation and each of our respective obligations under the NETGEAR Retailer program.

As NETGEAR grows we anticipate that these procedures and programs will also grow and change. As changes are made or new programs are added, we will send you updates to this manual.

ORDERING NETGEAR PRODUCTS

Orders for NETGEAR products should be transmitted via EDI pursuant to
Section 10 of the Vendor Agreement.

Please include the following information in your electronic purchase order:

(a) Retailer's Purchase Order number;

(b) Product number and description for each item ordered;

(d) Purchase price for each Product ordered;

(e) Requested ship date(s);

(f) Order expiration date (the date upon which your order will automatically expire if shipment against the order has not begun);

(g) Preferred shipping method (if your Agreement with NETGEAR requires payment of shipping charges) agreement with NETGEAR; and

(h) and Exact "Bill to" and "Ship to" address.

Orders submitted without this information may not be accepted or may be delayed in processing.

INVENTORY PRICE PROTECTION

Protecting your inventory investment is key to your success in promoting NETGEAR products. We recognize this and are pleased to offer you limited inventory price protection in the event of a reduction in the list price of NETGEAR products.

In the event of a List Price decrease on any of the NETGEAR Products, you may apply for a credit on those units of Product which were shipped by NETGEAR to you and which remain unsold in your inventory [*].

The amount of the credit on any unit shall be equal to [*].

In order to receive a credit, but subject to Best Buy's right to conduct post-audit reconciliation a) you must submit to NETGEAR within [*] of the effective date of the list price decrease, a report of inventory eligible for the price credit. Upon verification by NETGEAR of the eligible units and credit amounts, NETGEAR will issue a credit to your account.

PRODUCT EXCHANGE PRIVILEGES

In order to allow you to manage your inventory of NETGEAR products, you may return previously purchased NETGEAR products for replacement by an equal or greater value of different NETGEAR products, under the following conditions:

1) Products may be returned [*] per year, but no more frequently than once per calendar quarter.

2) The total value of the returned NETGEAR products may not exceed [*] of the net shipments invoiced by NETGEAR for all products, less any credits granted, during the immediately preceding [*] period.

3) The replacement NETGEAR products ordered must not be identical to the returned products.

4) The returned Products are either on the then current NETGEAR Price List or were removed from the Price List no more than [*] prior to the effective date of the then current Price List.

5) The returned products must be in their original shipping containers and may not have been altered, damaged or used.

You will be issued an invoice for the replacement Products at prices in effect at the time of return, and credited for the value of the returned products at the prices actually paid by you less any prior credits.

RETAILER'S RESPONSIBILITIES

Active participation by you in the promotion of our products is essential to both your and our success. As such, as part of being authorized as a NETGEAR Retailer, we require that, at the minimum, you provide the following services to your reseller customers:

1. Promotion and sale.

As a NETGEAR Retailer, you are required to make commercially reasonable efforts to market, promote, sell, support, and otherwise create and increase demand for the products by end-users through means that you normally employ to promote the products of other manufacturers, subject to your marketing plans and strategies that you determine in your sole and reasonable discretion.

2. Technical Support.

As an authorized NETGEAR Retailer, you are the primary point of contact for your customers in all support situations.

3. Training.

Success as a NETGEAR Retailer requires that you adequately and thoroughly train on an on-going basis, a sufficient staff of qualified sales, marketing, technical and support personnel familiar with the applications, features, benefits, operation and configuration of the Products. This will allow you to effectively promote and support the products and to assure the satisfaction of your resellers and the end-users.

4. Records and Reports.

Prior to requesting inventory price protection or stock rotation privileges, you must submit a report to NETGEAR listing all current inventory of NETGEAR Products.

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NETGEAR'S RESPONSIBILITIES

A. Technical Support.

NETGEAR will provide technical support to you in order to assist you in resolving reseller and end user technical problems. This support will be provided by NETGEAR from any of its technical support facilities.

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TRADEMARK USAGE

GUIDELINES

OVERVIEW

NETGEAR offers a highly visible product line. Trademarks, Service Marks and other similar indicators of product origin (collectively "Trademarks") of NETGEAR are owned by NETGEAR, Inc. As a result, NETGEAR has registered or applied to register product names (including NETGEAR) and other descriptive features with the United States Patent and Trademark Office and appropriate agencies in important markets worldwide to protect its claim to specific names and other trademarks and service marks. Trademarks and service marks are vital elements that enable a company to identify its products and distinguish them from others on the market. Trademarks give a company legal "ownership" of a given name, slogan or title and allows the company to collect damages from others who may infringe on the right or misrepresent the company through improper use of the name.

MARKING

Wherever one of NETGEARs' registered trademarks is used, the "(R)" label must be attached to the mark the first time it is used in the text body particular piece. Wherever one of NETGEARs' unregistered trademarks is used, the "TM" label must be attached to the mark the first time it is used in the text body of that piece. In addition, the mark must be properly designated as a registered trademark or a trademark NETGEAR, Inc. in the accompanying credit line.

HOW TO USE NETGEARS' TRADEMARKS

1. IDENTIFICATION MUST OCCUR AT LEAST ONCE IN EACH DOCUMENT OR OTHER PRINTED PIECE.

The trademark designation must appear on the first appropriate reference; once used, it is not required throughout the rest of the document.

2. TRADEMARKED NAMES MUST APPEAR AS PROPER ADJECTIVES, FOLLOWED BY A GENERIC PRODUCT NAME.

For example: CORRECT: "Use the NETGEAR(TM) family of networking products."

INCORRECT: "NETGEAR(TM) is the answer to your networking needs."

3. A TRADEMARK IS NEVER POSSESSIVE.

For example: CORRECT: "NETGEAR(TM) networking products."

INCORRECT: "NETGEAR's(TM) networking products."

4. A TRADEMARK IS ALWAYS SINGULAR.

For example: CORRECT: "The NETGEAR(TM) hub resides...."

INCORRECT: "NETGEARs(TM) are installed...."

THE NETGEAR LOGO

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The following have been selected for the color options for the NETGEAR logo:

- PMS-2745 in the Pantone Matching System

- Black or gray screened

- White type on black (reverse type)

TRADEMARK LISTS

Subject to the provisions of your Agreement and this manual, you are authorized to use the following Trademarks in the advertising and sale of NETGEAR Products:

NETGEAR(TM)

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Exhibit 10.21

ADDENDUM
PRODUCT SERVICE AGREEMENT
RETURNS ONLY

THIS PRODUCT SERVICE (RETURNS ONLY) ADDENDUM ("Service Agreement") is effective as of September 21, 2001 ("Effective Date"), and is attached to and incorporated in the Vendor Agreement between Best Buy Co., Inc., its affiliates and subsidiaries ("Best Buy") and NETGEAR, INC. ("Vendor"), dated September 20, 2001

1. To the end of Section 7 ("Returns") of the Vendor Agreement, the following paragraph shall be added:

WARRANTY RETURNS. Vendor's end-user warranty statement accompanies the product when sold. Vendor appoints Best Buy as an "Authorized Return Center" for the return of those Products under warranty. Best Buy will (1) receive the in-warranty Product from the customer, (2) provide a new Product ("Replacement Product") to the customer, and (3) send the customer's defective Product to Vendor after receiving Vendor's RA. The appointment of Best Buy as an Authorized Return Center include all present and future Best Buy locations which Best Buy designates to accept the Product returns. The appointment of Best Buy as an Authorized Return Center is on a non-exclusive basis; Vendor may appoint other parties as Authorized Return Centers. If this Agreement is terminated or expires, this Section 7 will continue in full force and effect for the amount of time and to the extent necessary for Best Buy to distribute the remaining Products in accordance with Section 17, plus the applicable time period of the warranty for each such Product, plus the time period specified or allowed under this Agreement for Best Buy to return defective Product and be reimbursed for shipping and Replacement Products.

2. Best Buy's Products Returns Department is the appropriate point of contact for questions and inquiries related to this Service Agreement.

3. The paragraph entitled "Survival" within Section 27 of the Vendor Agreement shall be deleted and replaced in its entirety with the following paragraph:

SURVIVAL: The expiration or termination of this Agreement shall not terminate vested rights of either party from any liabilities or obligations incurred under this Agreement prior to and which by their nature are intended to survive expiration or termination, including but not limited to provisions relating to confidentiality, indemnification, returns, shipping, and proprietary rights. Vendor understands and agrees that certain provisions of this Agreement must survive in order that Best Buy, as an Authorized Return Center, may satisfy the customer's warranty requests, even after the completion of this Agreement.

4. All other terms and conditions of the Vendor Agreement, not specifically amended, changed or modified by this Service Agreement shall remain in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Vendor Agreement.

In witness whereof, the parties have executed this Service Agreement.

BEST BUY CO., INC.                           VENDOR: NETGEAR, INC.

Authorized Officer: Michael London           Authorized Officer:   [ILLEGIBLE]
                    ---------------                              ---------------
                      (Signature)                                  (Signature)

Name:  Michael London                        Name:    PATRICK LO
      -----------------                            -----------------
        (Please Print)                               (Please Print)

Title: [ILLEGIBLE]                           Title: CEO

BEST BUY PURCHASING LLC

Authorized Officer:  /s/ Michael London
                    --------------------
                         (Signature)

Name:   Michael London
      -----------------
        (Please Print)

Title: [ILLEGIBLE]

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

ADDENDUM
CONSIGNMENT AGREEMENT

Effective Date: January 1, 2002________________________

THIS CONSIGNMENT AGREEMENT ("Agreement") is attached to and incorporated in the Vendor Agreement between Best Buy Co., Inc., its affiliates and subsidiaries ("Consignee") and NETGEAR, Inc., having its principle place of business at 4500 Great America Parkway, Santa Clara, CA 95054________________ ("Consignor"), which became effective on ______________. This Agreement is intended to set forth the terms and conditions applicable only to the provision of consigned goods from Consignor to Consignee. Such consigned goods are described on Exhibit A hereto, as may be amended from time to time by agreement by the parties.

All terms in the Vendor Agreement shall remain in full force and effect with respect to non-consigned goods. With respect to consigned goods, the following terms shall supplement the terms of the Vendor Agreement in the event of conflict the terms of this Agreement will control with respect to consigned goods.

1. RESERVATION OF RIGHTS AND TITLE. Title to all consignment goods is reserved in Consignor until sale of the goods by the undersigned Consignee to Consignee's customers. Consignee agrees to cooperate with Consignor in effecting the protections afforded consignment sellers under Sections 9-103(d), 9-109(a)(4) and 9-319 of the Uniform Commercial Code as adopted and in effect in the state of Minnesota, to the extent provided herein. Consignee agrees to execute UCC-1 financing statements as modified in the form attached as Exhibit B; provided, however, that Consignor shall be responsible for preparation of such financing statements for Consignee's review and signature, and for the filing of such financing statements and payment of all applicable filing and preparation costs. No security interest shall be granted in the proceeds from the sale of the consignment goods.

2. SALE OF CONSIGNMENT GOODS. Consignee has sole discretion to determine the retail price of the consignment products and the right to determine the amount and frequency of any price reductions. For each sale of a unit of consignment product, regardless of the retail sale price, Consignee shall pay Consignor the "Agreed Cost" for such product, as set forth in Exhibit A, minus the allowances, deductions and vendor chargebacks agreed between the parties as described elsewhere in this Agreement. Consignment product sold and returned by a customer in accordance with Consignee's return policy shall not be counted as a "sale" for purposes of calculating payments to Consignor. Product that is defective (which includes but is not limited to product that is returned without the box, with an opened box, or with a damaged box) shall be the responsibility of Consignor, and may be returned to Consignor unless otherwise mutually agreed. Any amounts remaining from the sale after payment to Consignor as set forth herein shall be retained by Consignee. Consignee shall exert commercially reasonable efforts to sell the consignment products consistent with Consignee's sales, marketing and merchandising plans which may be amended from time to time.

3. REMITTING PAYMENT FOR SALE OF GOODS; INVOICING; ALLOWANCES; AUDIT RIGHTS. All transactions (e.g., purchase orders and invoices) shall be conducted via Electronic Data Interchange (EDI). At the time of shipment of the consignment goods to Consignee. Consignor agrees to provide Consignee with initial involves which show quantity and stock-keeping unit (SKU), but which reflect a "0" total amount. Upon receipt of such goods. Consignee will match receipts against the "0" invoices and resolve discrepancies (e.g., shortages) with Consignor each month to assure that the parties agree as to the correct beginning inventories of consignment goods, at which time any necessary corrections to the "0" invoices will be made. If Consignor falls to submit "0" invoices to Consignee to confirm the quantities of goods shipped, Consignee may in its discretion; (1) make payment to Consignor based upon quantities of goods as determined by Consignee's inventory records, which will result in a delay in Consignee's payment to Consignor, or (2) delay its payment to Consignor until Consignor produces the necessary "0" invoices or other documentation to confirm quantities of goods shipped.

Consignee shall provide net point of sales data to Consignor via EDI on a weekly basis (i.e., net of customer returns) at no charge. Subject to the Consignor's obligation to provide accurate "0" invoices to Consignee on a timely basis, payment to Consignor will be made [*]. Payment will be based on final estimated monthly sales, which may not equal the sum of weekly sales transmissions to Consignor due to sales system corrections posted within two business days after fiscal month and Consignee may also deduct from payments and agreed-upon allowances that are not reflected on the invoices. Those agreed allowances/deductions are set forth below:

ADVERTISING ALLOWANCE: AS PER MARKETING AGREEMENT

DEFECTIVE ALLOWANCE: NONE

PLACEMENT/END CAP ALLOWANCE: NONE

SHRINK ALLOWANCE: NONE

VOLUME REBATE: NONE

[OTHER]:

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Consignor may audit Consignee's books and records pertaining solely to the subject matter of this Agreement no more than once per year, provided that Consignee shall be given reasonable written notice, and further provided that the audit shall take place at Consignee's facilities during normal business hours. Costs of the audit shall be borne by Consignor, provided that if a [*] or more discrepancy or shortfall is found. Consignee will reimburse the reasonable and documented costs of such audit.

4. TAXES. Consignee will be responsible for the collection and remittance of the appropriate sales tax to the proper taxing authorities and will provide state resale tax certificates to Consignor. Consignee shall report the consignment inventory to the proper taxing authorities, as consignment property within Consignee's possession that is owned by Consignor. Consignee shall pay directly all necessary and valid property taxes pertaining to the consignment inventory in Consignee's possession, which amount shall be reimbursed by Consignor to Consignee via vendor charge-back or other appropriate method. The personal property tax calculation will be based on the consignment inventory as listed on Consignee's general ledger. Each party shall be responsible for reporting its own Income derived from this Agreement and for payment of its own income taxes.

5. DELIVERY AND PRODUCT MIX. The goods to be sold on consignment and the Agreed Cost per unit are described in Exhibit A annexed hereto. The quantities and delivery dates shall be mutually agreed to by Consignor and Consignee.

6. SHIPMENTS. Standard delivery for inbound shipments to Consignee shall be F.O.B. Destination: Freight Prepaid by Consignor to Consignee's Distribution Centers and Consignee's Retail Stores. Consignor will ship and pay for all orders via standard ground shipment in addition, Consignor shall be responsible for making shipping arrangements, scheduling, tracking, proof of delivery, trading, insurance for loss or damage while goods are in transit and filing freight claims for loss and/or damage. If expedited shipment becomes necessary, in the reasonable opinion of both parties, due to the fault or delay of Consignor, then Consignor shall pay the costs of such expedited shipments to either Consignee's distribution centers or via drop ships to Consignee's stores, as requested by Consignee. If expedited shipment become necessary, in the reasonable opinion of both parties, due to the fault or delay of Consignee, then Consignor agrees to ship product, freight collect, to either Consignee's distribution centers, or stores via drop ship, as requested by Consignee; Consignee shall then charge back Consignor the difference between the standard ground shipping costs and the expedited shipping costs. The carrier (not Consignor) shall invoice Consignee in this latter freight collect situation. Consignor agrees not to include freight charges on any invoices under any circumstances.

7. RETURN OF GOODS. Consignee has 100% return rights with respect to the consignment product, whether in cases of defectives, obsoletes, slow-moving goods, upon termination, or otherwise. Except as otherwise expressly set forth in this Agreement, Consignee agrees to arrange and pay for return shipments. Notwithstanding the foregoing, the undersigned Consignee reserves the right to return, at Consignor's expense, any goods for which a claim is made that alleges that the goods (1) Infringe any alleged patent, design, tradename, trademark, copyright, right of privacy, or any other tangible or intangible property rights, or (2) are not manufactured, packaged and labeled in accordance with best industry standards and/or all applicable laws, ordinances, rules and regulations by governmental departments, bodies and agencies governing and/or restricting the receipt and sale of goods by the undersigned Consignee, or (3) have caused injury to person or property. In addition, Consignor agrees to pay the cost of return shipments of substantially defective product. In all cases, Consignor agrees to provide a return authorization ("RA") within 48 hours of request.

8. FURTHER OBLIGATIONS OF CONSIGNEE. Consignee shall make an annual payment to Consignor at the most recent Agreed Cost per unit for any loss or damage to the consignment goods while such goods are in the care, custody, and control of Consignee. Notwithstanding the foregoing, Consignee agrees to use commercially reasonable efforts to protect and preserve the consignment goods of Consignor which are in the care, custody or control of Consignee, wherever located. Consignee further agrees to maintain all-risk property insurance in an amount adequate to fully insure all consignment goods of Consignor which are in the care, custody or control of Consignee, wherever located, in an amount not less than 35 Million, and will name Consignor as a loss payee on such policy where Consignor's interest appears.

9. FURTHER OBLIGATIONS OF CONSIGNOR.

a. Consignor represents and warrants that (i) Consignor has full title to the consignment goods, free and clear of all liens, charges and other encumbrances, and (ii) all merchandise delivered hereunder will have been manufactured, packaged, and labeled in accordance with best industry standards and all applicable laws, ordinances, rules, and regulations by governmental departments, bodies, and agencies governing and/or restricting the purchase, acceptance, resale, distribution or promotion of such consignment products by Consignee.

b. Consignor agrees to defend Consignee against and shall indemnify Consignee and hold Consignee harmless from all losses, costs and expenses arising from any and all claims, suits and demands by any third party relating to (1) the copyright, trademark, patent, trade secret, intellectual property, performance or broadcast rights, property or contract rights respecting all consignment products for sale, distribution and/or promotional purposes, including the advertising and merchandising of same, and (2) the use by Consignee's customers of the consignment products (e.g., product liability claims). Consignee agrees to provide Consignor prompt notice of any such third party claims against Consignee and to tender the defense Consignor. Consignor shall bear all attorneys fees and costs in defending such claims; provided, however, that Consignee may participate in the defense at its own expense.

c. Any use or Insertion by Consignor in the consignment products of artwork, copyrighted materials, trademarks or any other intellectual property created or owned by Consignee must be expressly approved by Consignee. Such artwork, copyrighted materials, trademarks or other intellectual property shall remain the exclusive property of Consignee. Its affiliates, subsidiaries or assigns. Use of the materials by Consignor for any other purpose is expressly prohibited.

10. CONSIGNOR-CONSIGNEE RELATIONSHIP. The parties do not intend to form a partnership or joint venture, principal-agent, employer-employee, or any other relationship other than that of consignor-consignee, and, where appropriate, licensor-licensee. It is fully understood that each party will exercise full power and authority, except for as specifically provided otherwise in writing and signed by both parties, to select the means, method and manner of performing all obligations required under this Agreement. Except as provided herein, neither party

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will have any right or authority and will not attempt to enter into any contract or commitment, or incur any debt or liability of any nature in the name of or on behalf of the other party.

11. TERM; TERMINATION. The term of this Agreement shall commence on the Effective Date, and shall continue for one year, subject to automatic annual renewal unless terminated by either party upon advance written notice to the other. Termination shall not effect the parties respective outstanding obligations.

Upon termination, the parties will wind up their consignment relationship by conducting an account reconciliation to reach a final settlement. In the event Consignee's records reflect a debit balance with Consignor (defined as any amount owned by Consignor to Consignee), Consignee may (i) hold the goods as collateral until Consignor makes payment to Consignee; or (ii) if Consignee elects to purchase the remaining consignment inventory, deduct the debit balance amount from the amount payable to Consignor. Notwithstanding the foregoing, upon termination of this Agreement, Consignee may, at its option, (i) purchase the remaining consignment inventory (and negotiate in good faith for obtaining price protection), or (ii) return all or some of the product to Consignor at Consignee's expense.

12. ASSIGNMENT. Neither party may assign this Agreement without first obtaining the written consent of the other party. Provided, however, that a party may assign this Agreement, without the consent of the other party, to (a) a purchaser of all or substantially all of the assigning party's assets or a majority or controlling interest in the assigning party's voting stock, provided that the purchaser's net worth at the time of purchase is equal to or greater than that of the assigning party, and further provided that the purchaser is not a competitor of the other party to this Agreement; or (b) to a present or future subsidiary or affiliate of the assigning party.

13. GOVERNING LAW. This Agreement shall be governed and controlled in all respects by the laws of the State of Minnesota, excluding its conflict of law rules. Consignor consents and submits to the exclusive jurisdiction of the state and federal district courts located in Minneapolis, Minnesota.

14. ENTIRE AGREEMENT. This consignment agreement, and the accompanying exhibits, contains all the terms and conditions with respect to the consignment of the goods named herein. No modification of these terms and conditions shall be of any forces unless such modification is reduced to writing and signed by the undersigned Consignor and Consignee. However, the parties may from time to time amend the description of products and Agreed Cost terms contained on Exhibit A, without necessarily reducing the same to a writing signed by both parties.

CONSIGNOR: NETGEAR. Inc.

By: /s/ Jonathan Mather
    ----------------------------------

Name: Jonathan Mather

Title: CFO

Date: 3/7/2002

CONSIGNEE: BEST BUY CO., INC., AND Its affiliates and subsidiaries

By: /s/ BRIAN CHARCHENKO
    ----------------------------------

Name: BRIAN CHARCHENKO

Title: Buyer

Date: 3/4/02

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

CONSIGNMENT AGREEMENT DATE January 1, 2002, between Best Buy Co., Inc., its affiliates and subsidiaries ("Consignee") and Netgear, Inc. ("Consigner").

EXHIBIT A
To Consignment Agreement
Revised August 27, 2002

Description of Consignment Products

MA 101 - Wireless USB Adaptor

MA 401 - Wireless PC Card

MR314 - Wireless Router w/4 - Port Switch

FVS318 - Firewall Router w/8 - Port

CONSIGNOR: Netgear, Inc.                 CONSIGNEE: BEST BUY CO., INC
                                             And its affiliates and subsidiaries

By: /s/Jonathan Mather                   By: [ILLEGIBLE]
    ----------------------------             ---------------------------------

Name: Jonathan Mather                    Name: [ILLEGIBLE]

Title: Chief Financial Officer           Title: Business Team Manager

Date: August 27, 2002                    Date: 9/12/02

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A TO CONSIGNMENT AGREEMENT

DESCRIPTION OF CONSIGNMENT PRODUCTS                            AGREED COST
----------------------------------------------------------------------------
MA101 - Wireless USB Adapter                                 $   [ * ] /Unit

MA401 - Wireless PC Card                                     $   [ * ] /Unit

MR314 - Wireless Router w/4 - Port Switch                    $   [ * ] /Unit
----------------------------------------------------------------------------

Page 4

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.23

FRY'S ELECTRONICS

CORPORATE OFFICE
600 E. BROKAW ROAD, SAN JOSE, CA 95112
(408) 487-4500

VENDOR AGREEMENT

Company Name: NETGEAR Telephone: (408)-988-2400

Company Address: 4401 Great America Pkwy, Santa Clara, CA 95052-8185

Sales Contact: John Malloy Acctg. Contact:__________

INTRODUCTION

- In order to formalize our relationship, we require all Vendors to sign a Vendor Agreement with Fry's Electronics, Inc. ("Fry's"). This Vendor Agreement will serve to clarify any questions you may have on how Fry's does business with its Vendors. It is our desire to establish a relationship that is beneficial to us both.

- Fry's conducts its business in accordance with the highest professional and ethical standards. Fry's policy prohibits the solicitation or acceptance of any bribe, kickback or gratuity by any Fry's employee in the transaction of its business. The payment of any bribe, kickback or gratuity is not a condition for doing business with Fry's. Vendor shall report any violation of this policy to Fry's Vice President or General Manager located at 600 East Brokaw Road, San Jose, California, 95112,
(408) 487-4500.

TERMS OF PRICING

The following terms of pricing shall be deemed to be included in all Fry's purchase orders:

- For products that are purchased directly from the manufacturer, the Vendor agrees that all prices offered to Fry's will be no higher than any other like reseller for the same quantity purchased.

- All product in stock and/or owned by Fry's, the price of which is reduced by Vendor, shall be covered by price protection in the form of a credit by Vendor and/or debit memo by Fry's without any requirement that Fry's buy additional product. Price protection is the amount equal to [*]. If there are no outstanding invoices to offset, Vendor shall pay Fry's, in the form of a check, the amount of the price protection.

TERMS OF PURCHASE

The following terms of purchase shall be deemed to be included in all Fry's purchase orders:

- Product reorder payment terms must be at least [*].

- All payment terms are from the date that Fry's receives the goods. Verification of date of receipt may be obtained by the Vendor from the Shipper based on the Bill of Lading shipping date.

- Under no circumstances shall Fry's be liable for interest, service charges, late charges or similar charges incurred due to late payment.

- Fry's has the right to offset credits against any outstanding invoices. These credits include, but are not limited to, returned merchandise credits, market development funds, co-op advertising funds, or price protection credits.

- All purchase orders are for immediate shipment unless specifically written as a future order.

- Vendor performance is continually reviewed by the length of time it takes to receive and turn each product

TERMS OF SHIPPING

The following terms of shipping shall be deemed to be included in all Fry's purchase orders:

- All product shall be shipped at Vendor's expense to the individual Fry's store designated in the purchase order.

- Fry's will pay only the cost of the product received and will deduct from the invoice any additional line item charges such as shipping, handling or insurance.

- Title to and risk of loss of the product shall remain with the Vendor until received by Fry's.

- Product damages in transit will be refused and shall promptly be removed from the Fry's store where delivered by Vendor at Vendor's expense.

- Any and all shortages shall be deducted from the invoices, including concealed shortages.

- Any product shipped on pallets to the Fremont, CA location must be delivered by a truck with a lift gate. Any palletized product not so delivered to Fremont, CA will be refused.

TERMS OF RETURN OF PRODUCT

Fry's shall have the following rights to return product purchased from Vendor:

- Upon the termination of Vendor's relationship with Fry's, Fry's may return any product purchased from Vendor in Fry's inventory at the time of termination for a full refund of the purchase price of the returned product.

- No restocking or similar fees shall be charged by Vendor for any returned product.

- All returned product will be a credit against other purchases by Fry's, which will not furnish invoice numbers nor serial numbers from the original invoices. If there are no outstanding invoices to offset, Vendor shall pay Fry's for returned product.

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- Vendor hereby issues to Fry's the following blanket Returned Merchandise Authorization Number QTR RMA's for the return of defective merchandise, customer dissatisfaction returns, products that have been discontinued by manufacturer.

- Cost of shipment and risk of defective merchandise, customer dissatisfaction returns, or products that have been discontinued by manufacturer shall be at Vendor's expense.

WARRANTY AND INDEMNITY

- Vendor warrants that all products sold to Fry's [*] by a Fry's customer. In Fry's California stores, this is per Civil Code Section 1790-1795.8, Song-Beverly Consumer Warranty Act. Any product purchased by Fry's from Vendor, which is returned by a customer of Fry's for defect, shall be returned to Vendor for credit, repair or replacement in accordance with the terms of return above.

ADVERTISING AND MARKET DEVELOPMENT FUNDS

- Vendor has the responsibility to develop demand for its products and to ensure that product is available to meet demand. The Vendor is encouraged to state in its advertising that its product is available to Fry's. Fry's shall preapprove, in writing, any use of its name or logo.

- Fry's would like the opportunity to support and promote Vendor's products in its local markets, as well. To do this, it is expected that the Vendor [*]. The Vendor may also be asked for support on occasion for special Fry's marketing events, such as new store openings and specialized media campaigns. Program details are available through the Purchasing Department. For all orders, Vendors agrees to allow Fry's
[*]. Vendor is encouraged to maintain contact with the buying organization to ensure that Vendor's products are being properly marketed.

- Vendor may also be asked to participate in radio, television and/or print advertising campaigns to develop markets. Any such advertising shall be the subject of a separate agreement. All agreed-upon print advertising [*]. Fry's will not supply proof of performance with respect to cooperative advertising.

SERVICE

ELECTRICAL TESTING AND CERTIFICATIONS

- Vendors selling products to be sold at Fry's stores located in the City of Los Angeles agree that they will complete all Los Angeles code-required electrical testing and subsequent labeling of all electrical equipment that will be displayed, offered for sale, or employed for personal or business use. Electrical equipment includes material, fitting devices, appliances, fixtures, apparatus and the like used as part of, or in connection with, an electrical installation. An electrical installation is defined as, in essence, machines or apparatus operating on alternating current. An example would be items which are directly plugged into the wall. If testing and labeling requirements are not adhered to, Fry's shall remove the product from sale, use or display and shall return the product for credit in the amount of its purchase price as provided in the terms of return above.

-3-

GENERAL TERMS OF AGREEMENT

The following general terms shall apply to this Agreement:

- The relationship between both Fry's and Vendor will begin on the date the Vendor Agreement is completed and signed by an officer or agent of Vendor's company and an authorized representative of Fry's.

- The terms of this Agreement shall override and supersede any conflicting terms in any other document between the parties including, but not limited to, Vendor's invoices.

- All chargebacks (such as unearned payment terms, deductions for shortages, price protection, advertising, return product shortages, return product pricing errors) aged more than [*] will require the Vendor to immediately place Fry's on Credit Hold, otherwise the chargeback will be forgiven by Vendor and Fry's will no longer be liable for the chargeback. Chargebacks are not considered to be shipped invoices.

- All notices should be sent to:

Kathryn J. Kolder, Vice President Fry's Electronics, Inc. 600 E. Brokaw Road San Jose, CA 95112

- If legal action is necessary to enforce or interpret this Agreement of any of its provisions, the prevailing party shall receive its reasonable attorneys' fees and costs at the option of the court.

- This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. All agreements of Vendor contained herein, including, but not limited to, those related to returns, warranty and indemnity shall survive termination.

- The parties agree that the place of making and performance of this Agreement in the City of San Jose, County of Santa Clara, State of California and that the exclusive venue for any action to enforce or for breach of this Agreement shall be in the courts of the State of California, in the County of Santa Clara.

- This Agreement shall be interpreted and construed according to the laws of the State of California.

- In the event that any one or more of the provisions, or parts of any provisions, contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision, or part of any provision, had never been contained herein.

REFERENCE INFORMATION

Vendor must supply the following information:

Company Legal Name of Company: NETGEAR INC., A NORTEL NETWORKS COMPANY

-4-

Address: 4401 GREAT AMERICA PARKWAY SANTA CLARA, CA 95052-8185

Telephone Number: (408)-988-2400

The Company mentioned above is a: [X] Corporation [ ] Partnership [ ] Sole Proprietor [X] Other: SUBSIDIARY

Taxpayer I.D.:______________________ OR Social Security Number:________________

Provide the name, address and telephone number of the bank that the above-mentioned Company uses and the person to contact at this bank for a reference:

Bank Name: ____________________________________ Contact Name: __________________

Address: _______________________________________________________________________

Telephone Number: ____________________

List the name of the Purchasing Supervisor who will be Vendor's contact at Fry's: ___________________

List the name and telephone number of the person at Vendor for Fry's to contact should there be difficulties processing this Agreement:

Name: ______________________________________ Phone: ____________________________

FRY'S CURRENT BILLING ADDRESS

The current billing address is Fry's Electronics, Inc., Accounts Payable Dept., 600 East Brokaw Road, San Jose, California 95112. All invoices or communications regarding invoices should be sent to this address until further notice.

I have read the above-mentioned Agreement and agree to all its terms and conditions, and Addendum I & II.

VENDOR                                            FRY'S ELECTRONICS, INC.

Date:  __________________________________         Date:  10/21/98

By:    __________________________________         By:    /S/ ILLEGIBLE
                                                         -------------

Title: __________________________________         Title: VP
             (Must be an Officer)

                                      -5-

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

FRY'S CONTRACT TERMS
ADDENDUM 10/8/98

The following is an Addendum to Fry's Electronics standard Vendor Agreement dated March 26, 1998:

DISCOUNT: [*]

TERMS OF PRICING

1. Price protection must be submitted to NETGEAR within [*] after a price change.

TERMS OF RETURN OF PRODUCT

1. NETGEAR will provide RMA numbers that will be valid for [*] at a time.

2. The total value of returned products is not to exceed [*] of the net shipments of the previous quarter. Exceptions can be made if mutually agreed upon.

3. Remote guidelines for return of product for initial orders.

4. Return of product will be allowed if NETGEAR causes the termination.

WARRANTY AND INDEMNITY

1. NETGEAR will not be responsible for issues not directly related to their product. Claims made by Fry's regarding NETGEAR products while selling and advertising, are to be based only on materials provided by NETGEAR.

2. LIMITATION. These warranties do not apply to any Product which has been
(i) altered, except by NETGEAR or in accordance with its instructions, or (ii) used in conjunction with another vendor's product if such use results in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components.

THE FOREGOING WARRANTIES AND LIMITATION ARE EXCLUSIVE REMEDIES AND RE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT ANY LIMITATION, WARRANT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY PRODUCT THAT MAY BE FURNISHED BY NETGEAR WHICH IS NOT LISTED IN THE PRICE LIST, OR WHICH IS IDENTIFIED IN THE PRICE LIST AS AN "AS IS" PRODUCT IS FURNISHED "AS IS" WITH NO WARRANTIES OF ANY KIND.

SERVICE

1. Delete section on service - NETGEAR provides factory service only.

GENERAL TERMS OF AGREEMENT

1. Change sixty (60) days to ninety (90) days from receipt of check date.

2. A direct relationship is not possible without monthly sales results and inventory levels. This is an accounting and financial requirement that is necessary for NETGEAR to book the sales to Fry's.

SOFTWARE

1. Retailer may procure for and distribute licenses to use NETGEAR software and accompanying documentation by placing orders under this Agreement. The terms of the licenses for such Software to which end-users are subject are included as a "shrink-wrap" license agreement with the Software and in its accompanying documentation when shipped by NETGEAR (the "License Agreement"). Retailer agrees that for each Software product it procures under this Agreement, Retailer will (i) assure the delivery of the License Agreement to its customers and (ii) use reasonable efforts to inform its resale customers of the requirement to deliver the License Agreement to their end-user customers in the form supplied by NETGEAR with the Products.

2. Retailer may not, nor authorize its resale customers or the end-user to, translate, decompile, disassemble, use for any competitive analysis, or reverse engineer the Software or its documentation, in any way. Retailer may not, nor authorize its resale customers or the end-user to, translate any portion of the Software or associated documentation into any other format or foreign language without the prior written consent of NETGEAR. In no event may Retailer grant the U.S. Government rights in any Software greater than those set out in subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 and the limitations for civilian agencies set out in the License Agreement; and subparagraph
(e)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 for agencies of the Department of Defense.

3. If all or part of the NETGEAR products or updates delivered to Retailer have been licensed by NETGEAR from a third party software supplier, then, notwithstanding anything to the contrary contained in this Agreement, Retailer and its resale customers or the end-user is granted a sublicense to the third party software subject to the same terms and conditions as those contained in the agreement between that third party supplier and NETGEAR and/or Bay Networks. NETGEAR reserves the right to substitute any third party software in the NETGEAR Products so long as the new third party software does not materially affect the functionality of the NETGEAR Products.

NETGEAR FRY'S ELECTRONICS, INC.

Date:  12/1/98                                       Date:  10/21/98

By:    /S/ ILLEGIBLE                                 By:    /S/ ILLEGIBLE
       -------------------------                            --------------------

Title: VP, GM, WPD                                   Title: VP

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ADDENDUM II

WARRANTY

WARRANTY PERIOD. The warranty period for each Product is specified in the Price List that is in effect on the date NETGEAR receives Fry's order, and shall apply regardless of any extended warranty period which you may choose to provide to your customers. NETGEAR reserves the right to change a warranty period for a specific Product but only for orders placed after the effective date of such change. The minimum warranty period for any Product shall be one year or as otherwise required by law.

HARDWARE WARRANTY. NETGEAR warrants to the end-user that each item of Hardware will be free from defects in workmanship and materials for its respective warranty period which begins on the date of purchase by the end-user. End-user's exclusive remedy and NETGEAR's sole obligation and liability under this warranty is to promptly repair or replace any failed Product returned by Fry's on behalf of an end-user because of defects in workmanship or material.

SOFTWARE WARRANTY. NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function during its respective warranty period substantially as described in the user documentation supplied by NETGEAR with the Software. If any item of Software ails to so perform during its warranty period, as the sole remedy NETGEAR will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply and will be included in the documentation supplied with the software.

LIMITATIONS. NETGEAR does not warrant that any item of Software is error free or that its use will be uninterrupted. NETGEAR is not obligated to remedy any Software defect which cannot be reproduced with the latest revision of the Software. These warranties do not apply to any Product which has been (i) altered, except by NETGEAR or in accordance with its instructions, (ii) used in conjunction with another vendor's product resulting in the defect, or (iii) damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurnished components.

THE FOREGOING WARRANTIES AND LLIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT ANY LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING NOTWITHSTANDING, IN FRY'S CALIFORNIA STORES, NETGEAR'S OBLIGATIONS UNDER WARRANTY SHALL BE PER CIVIL CODE SECTION 1790-1795.8, SONG-BEVERLY CONSUMER WARRANTY ACT.

INFRINGEMENT INDEMNIFICATION

NETGEAR agrees to indemnify Fry's against any claim that the Products infringe any U.S. patent, copyright or trademark, provided that Fry's (1) gives NETGEAR prompt written notice of any claim, (2) grants NETGEAR control of the defense and settlement of such claim, and (3) assists fully in the defense so long as NETGEAR pays Fry's out-of-pocket expenses. NETGEAR shall have no liability for any settlement or compromise made without its prior written consent. NETGEAR shall, at is option and expense, (i) procure

the right for the end-user to continue using the Product, (2) replace or modify the Product so that it becomes noninfringing or (3) accept return of the Product and refund an amount equal to the price paid by Fry's for the infringing Product.

NETGEAR shall have no liability or obligation for any infringement claim based upon (1) modifications of the Products by parties other than NETAGEAR or use of such modified Product or (2) use of the Products in combination with materials or products not supplied or approved by NETGEAR if such combined use is the cause of the infringement.

THE ABOVE STATES THE ENTIRE LIABILITY OF NETGEAR AND IS THE SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND.

LIABILITY

NETGEAR agrees to indemnify Fry's against any claim arising out of or resulting from the Products, provided that any such claim (1) is attributable to bodily injury or death or to injury to or destruction of physical property (other than the Products) and (2) is caused by a negligent act or omission of NETGEAR. This obligation on the part of NETGEAR shall exist only if you (1) give NETGEAR prompt written notice of any such claim, (2) grant NETGEAR control of the defense and settlement of such claim, and (3) assist fully in the defense so long as NETGEAR pays the out-of-pocket costs. NETGEAR shall have no liability for any settlement or compromise made without its prior written consent.

EXCEPT AS OTHERWISE REQUIRED BY LAW, NETGEAR SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY PERSON FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM USE OR MALFUNCTION OF THE PRODUCTS, LOSS OF PROFITS OR REVENUES OR COSTS OF REPLACEMENT GOODS, EVEN IF NETGEAR IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Except as specifically provided for in this Agreement or as required by law, in no event will NETGEAR's liability in connection with the Products or this Agreement exceed the amounts actually paid to NETGEAR under this Agreement for the Products giving rise to such liability. These limitations apply to all causes of action in the aggregate.

FRY'S ELECTRONICS, INC.

/S/ Kathryn J. Kolder

Kathryn J. Kolder, V.P.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.24

AGREEMENT NO._______

NETGEAR, INC.
RETAIL OUTLET RETAILER AGREEMENT

PARTIES TO THE AGREEMENT

This Agreement is entered into as of this 1st day of April,1998, ("Effective Date") by and between NETGEAR, Inc., having its principal place of business at 4401 Great America Parkway, P.O. Box 58185, Santa Clara, California 95052-8185 ("NETGEAR"), and Circuit City Stores, Inc. having its principal place of business at 9950 Mayland Drive. Richmond, VA 23233 ("Retailer").

1. APPOINTMENT

Subject to Retailer's performance of its obligations under this Agreement and responsibilities as described in the NETGEAR Retailer Manual ("Retailer Manual") that is in effect on the Effective Date of this Agreement and as may be amended from time to time (amendments to NETGEAR Retailer Manual shall only affect or bind Retailer on product ordered after the date such an amendment has been communicated.) Retailer is appointed as a NETGEAR Retail Outlet Reseller and may purchase certain hardware equipment and licenses for certain software (collectively unless otherwise stated, "Products"), as are listed in NETGEAR's then-current price list (the "Price List") for resale or license solely through its captive retail outlets identified in Exhibit 2 ("Retail Outlets")

2. TERRITORY

Except as may be otherwise provided by law, Retailer may not distribute or re-export any Products outside of the United States without the specific written consent of NETGEAR.

3. ORDERS

A. Retailer may obtain Products by placing orders under this Agreement which are accepted by NETGEAR. No order will be effective until accepted by delivery of NETGEAR's order acknowledgment. Retailer agrees that each order placed with NETGEAR for Products shall be governed by this Agreement, regardless of any additional or conflicting term in Retailer's order. Orders may be sent by telefax or other electronic media approved by NETGEAR, must be for minimum lot sizes and must conform to the ordering guidelines as described in the NETGEAR Retailer Manual that is in effect on the Effective Date of this Agreement and as amended from time to time.

4. PRICES, TAXES AND PAYMENT

A. Prices, Prices for Products are those set out in NETGEAR's Price List, less the applicable discount specified in Exhibit 1. All Product prices are F.O.B. NETGEAR's point of shipment, except as specified in Section 6 D.

B. Taxes and other levies. Prices are exclusive of any tax, fee, duty or governmental charge, however designated (except taxes on NETGEAR's net income). If Retailer is claiming exemption from any tax or other governmental charge. Retailer must provide NETGEAR with a valid certificate of exemption.

C. Payment. Terms of payment are [*] of current NETGEAR inventory on hand. This amount is to prevent a debit balance situation from occurring and is exempt from the terms noted above. In the event that the Retailer is ever in a debit balance with NETGEAR, NETGEAR agrees to provide Retailer, upon request and reconciliation, with a check for such debit balance. All payments are to be made in U.S. dollars. NETGEAR reserves the right to withhold shipment in the event Retailer is delinquant in making payments.

5. PRICE CHANGES

NETGEAR AND RETAILER acknowledge that they have read this Agreement, including any Exhibits, understand them and agree to be bound by their terms and conditions.

NETGEAR:                                             RETAILER:

NETGEAR, INC.                                        Circuit City Stores, Inc.

By: /s/ Andrew F. Mancone                            By: /s/ [ILLEGIBLE]
    --------------------------                           -----------------------

Name: Andrew F. Mancone                              Name: [ILLEGIBLE]

Title: Eastern Regional Sales Manager NETGEAR        Title: Buyer

Date: January 12, 1998                               Date: 4-1-98

A. List Prices are subject to change at any time, provided Retailer is given sixty (60) days written notice of any price increases.

B. In the event of a List Price Increase for any of the Products, NETGEAR will extend to the Retailer the price in effect at the time the Retailer's order is acknowledged by NETGEAR.

C. In the event of a List Price decrease for any of the Products, the new lower price will apply to such Products which are shipped by NETGEAR to Retailer on or after the effective date of the price decrease.

D. In the event of a List Price decrease on any of the Products, Retailer may apply for a price protection credit as provided for and in accordance with the terms contained in the then current Retailer Manual.

6. SHIPMENT, CANCELLATION, RETURNS, TITLE, RISK OF LOSS, SECURITY INTEREST

A. Shipment NETGEAR will ship Products ordered by Retailer using a method and Carrier selected by NETGEAR unless otherwise instructed in Retailer's order. NETGEAR is responsible for and shall pay all freight, handling, and other transportation charges. The foregoing notwithstanding, in the event Retailer request expedited shipment or other than normal freight handling or requests shipment to other than to Retailer's central receiving location listed in Exhibit 3, Retailer shall reimburse NETGEAR for any resulting excess freight or handling charges. NETGEAR will ship all Products to Retailer's central receiving location listed in Exhibit 3. Any request by Retailer to ship Products to other than the location listed in Exhibit 3 shall be subject to prior review and approval of NETGEAR. Retailer may change the designated receiving location listed in Exhibit 3 upon sixty(60) days advance written notice to NETGEAR.

B. Cancellation and Rescheduling, Retailer may cancel or reschedule any order, without charge, by giving NETGEAR written notice at least [*] prior to the ship data specified in NETGEAR's order acknowledgment, Retailer may not cancel or reschedule any order. In whole or in part, less than [*] prior to the corresponding shipment data specified in NETGEAR's order acknowledgment.

C. Returns. [*]. Prior to returning any Product, whether for exchange or warranty or non-warranty action, Retailer must obtain a Return Materials Authorization (RMA) number from NETGEAR. Retailer should return the Product to NETGEAR, with shipping charges prepaid and Issue a chargeback to be reimbursed for such shipping charges. NETGEAR will not accept collect shipments. Any Product returned to NETGEAR, which is not required in accordance with the terms of this Agreement, may be subject to a [*] of the purchase price of the Products returned.

D. Title, risk of loss, security interest. For all shipments to location's within the United States title to the Produces passes to Retailer when presented by NETGEAR or its agent to the carrier. Title passage notwithstanding, NETGEAR retains risk of loss of or damage to the Products until the Products are delivered to Retailer at Retailer's designated receiving location. NETGEAR retains and Retailer grants a purchase money security interest in each of the Products, and in any replacement, addition or proceeds in the amount of its purchase price until paid in full. Upon request, Retailer will promptly execute and return for filling any documents, such as a form UCC-1, needed to perfect NETGEAR's security interest and acknowledges that NETGEAR may file a copy of this Agreement as a form UCC-1.

7. PRODUCT EXCHANGE PRIVILEGES

A. [*].

8. TERM OF AGREEMENT AND TERMINATION

A. TERM. This Agreement will be in effect for one year from the Effective Date. The Agreement may review for additional one year terms, but only upon the prior written mutual agreement of the parties.

B. TERMINATION. This Agreement may be canceled at any time without cause, by either party upon ninety (90) days written notice to the other party. Either party may immediately terminate this Agreement if (i) the other party becomes involvement, files or has filed against it a petition in bankruptcy, or causes doing business; or (ii) the other party fails to care a material branch of the Agreement within thirty (30) days after receipt of written notice of such breach from the party and in default. Upon termination of the Agreement by NETGEAR for Retailer's branch NETGEAR any cancel all Retailer's unfulfilled orders without further obligation.

C. EFFECT OF TERMINATION. Except as otherwise specifically stated in the Agreement, neither party will be liable in the other for damages in any form by reason of the expiration or earlier termination of the Agreement.

9. WARRANTIES

A. WARRANTY PERIOD. The warranty period for each Product is specified in the documentation that accompanies the Product when shipped. NETGEAR reserves the right to change a warranty period for a specific Product, but only for Products shipped after the effective date of such change. The minimum warranty period for all Products is ninety days or as mandated by applicable status in the end use country.

B. LIMITATIONS. These warranties do not apply to any Product which has been (i) altered except by NETGEAR or in accordance with its instructions, or
(ii) used in conjunction with another vendor's product if such use results in the defect, or (iii)

12998

damaged by improper environment, abuse, misuse, accident or negligence. Replacement parts furnished under this warranty may be refurbished or contain refurbished components.

THE FOREGOING WARRANTIES AND LIMITATIONS ARE EXCLUSIVE REMEDIES AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT ANY LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY PRODUCT THAT MAY BE FURNISHED BY NETGEAR WHICH IS NOT LISTED IN THE PRICE LIST, OR WHICH IS IDENTIFIED IN THE PRICE LIST AS AN "AS IS" PRODUCT, IS FURNISHED "AS IS" WITH NO WARRANTIES OF ANY KIND.

10. SOFTWARE

A. Retailer may procure for and distribute licenses to use NETGEAR software and accompanying documentation by placing orders under this Agreement. The terms of the licenses for such Software to which end-users are subject are included as a "shrink-wrap" license agreement with the Software and in its accompanying documentation when shipped by NETGEAR (the "License Agreement"). Retailer agrees that for each Software product it procures under this Agreement, Retailer will (i) assure the delivery of the License Agreement to its customers, and (ii) use reasonable efforts to inform it resale customers of the requirement to deliver the License Agreement to their end-user customers in the form supplied by NETGEAR with the Products.

B. Retailer may not, nor authorize its resale customers or the end-user to translate, decompile, discountable, use for any competitive analysis, or reverse engineer the software or its documentation, in any way. Retailer may not nor authorize its resale customers or the end-user to translate any portion of the software or associated documentation into any other format or foreign language without the prior written consent of NETGEAR. In no event may Retailer grant the U.S. Government rights in any software greater than those set out in subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Right clause at FAR 52.227-19 and the limitations for civilian agencies set out the License Agreement; and subparagraph (???)(1)(ii) of the Right in Technical Data and Computer Software clause at DFARS 252.227-7013 for agencies of the Department of Defense.

C. If all or part of the NETGEAR products or updates delivered to Retailer has been licensed by NETGEAR from a third party software supplier than, notwithstanding anything to the contrary contained in this Agreement, Retailer and its resale customers or the end-user is granted a sublicense to the third party software subject to the same terms and conditions as these contained in the agreement between that third party supplier and NETGEAR and/or Bay Networks. NETGEAR reserves the right to substitute any third party software in the NETGEAR Products so long as the new third party software does not materially affect the functionality of the NETGEAR Producer.

11. PROPRIETARY RIGHTS AND INFORMATION

A. Use of Proprietary Information. "Proprietary Information" includes, without limitation, the Software, all documentation for Software, other user manuals, as well as electronically and visually transmitted printed materials and information disclosed by Retailer or NETGEAR, such as new product information. Financial or technical data, that is marked with a proprietary or confidential legend. Each party agrees to hold the Proprietary information of the other in confidence and to use the Proprietary Information only for the purposes expressly permitted under this Agreement, and to disclose Proprietary information only to its employees and contractors as authorized in this Agreement and then only on a need-to-know basis. Each party agrees to maintain adequate internal Procedures, including appropriate agreements with employees and authorized third parties, to protect the confidentiality of the Proprietary Information as required by this Agreement. Each party is entitled to appropriate injunctive relief in the event of any unauthorized disclosure or use of its Proprietary information by the other party.

B. Limitations Proprietary Information does not include information which
(i) is rightfully in the receiving party's possession in a complete and tangible form before it is received from the disclosing party, (ii) is or because a matter of public knowledge through no fault of the receiving party,
(iii) is rightfully furnished to the receiving party by a third party without restriction on disclosure or use, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Proprietary Information.

D. Reservation of Rights. NETGEAR, on behalf of itself and its suppliers, reserves all proprietary rights in and to (i) all designs, engineering details, and other data pertaining to the Products, (ii) all original works, computer programs, fixes, update (but not Retailer's or end-users' developed programs), discoveries, inventions, patents, know-how and techniques arising out of work does wholly or in part by NETGEAR or its subcontractors in connection with the Agreement, and (iii) any and all products developed as a result of such work.

12. TRADEMARKS AND TRADE NAMES

A. Use of trademarks. In the advertising and promotion of the Products, Retailer agrees to use NETGEAR's and certain of Bay Networks' trade names, logos and trademarks (the "Trademarks") only as described in the NETGEAR Retailer Manual that is in effect on the Effective Date of this Agreement and as amended from time.

B. Rights to Trademarks. Retailer acknowledges that Bay Networks is the exclusive owner of the Trademarks and the use of the Trademarks by Retailer does not convey to Retailer any right, title or interest in or to the Trademarks.

13. CLAIMS OF INFRINGEMENT

A. Indemnification. NETGEAR agrees to defend at its own expenses any action brought against Retailer to the extent that it is based on a claim that any Product infringes a United States or Territory patent, copyright trade mark, trade secret or other valid intellectual property right, and will pay any costs and damages finally awarded against Retailer in any such actions which are attributable to any such claim. NETGEAR's obligation under the preceding sentence is subject to the

12998

conditions that (i) Retailer promptly notifies NETGEAR in writing of any such claim, (ii) NETGEAR has sole control of such defense and all negotiations for any settlement or compromise, and (iii) should any Product become, or in NETGEAR's opinion be likely to become, the subject of any such claim, Retailer permits NETGEAR, at NETGEAR's option and expense, to procure for Retailer the right to continue using such Product, to replace or modify it so that it becomes (???) or to grant Retailer a credit for such Product at depreciated on a three-year, straight-line basis, and accept its return.

B. LIMITATIONS. NETGEAR has no liability to Retailer under this section entitled CLAIMS OF INFRINGEMENT with respect to any claim which is based upon or results from (i) the combination of any Product with any equipment, device, firmware or software not furnished by NETGEAR, or (ii) any modification of any Product by a party other than NETGEAR, (iii) Retailer's failure to install or have installed changes, revisions or updated as instructed by NETGEAR, or (iv) NETGEAR's compliance with Retailer's or end-user's specifications, designs or instructions.

14. LIMITATION OF LIABILITY

A. NETGEAR agrees to indemnify Retailer against any claim arising out of or resulting from the Products or the Agreement, provided that any such claim
(i) is attributable to bodily injury, death, or to injury to or destruction of physical property (other than the Products), and (ii) is caused by the negligent act or omissions of NETGEAR. This obligation on the part of NETGEAR is subject to Retailer's obligation to (a) give NETGEAR prompt written notice of any such claim, (b) grant NETGEAR control of the defense and settlement of such claim, and (c) assist fully in the defense provided that NETGEAR reimburses Retailer's out-of pocket costs, NETGEAR has no liability for any settlement or compromise made without its prior written consent. Under no circumstances is NETGEAR liable for any third-party claims expect for those described in the section and in the section entitled CLAIMS OF INFRINGEMENT.

B. NETGEAR, at its expense, agrees to maintain adequate Insurance coverage to protect against its liabilities under the Agreement. This insurance will include (a) worker's compensation insurance, (b) comprehensive general liability insurance, including coverage for product liability, bodily injury and property damage, and (c) automobile liability insurance. Upon Retailer's written request. NETGEAR will furnish the applicable certificate of insurance.

IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR (1) THE COST OF SUBSTITUTE PROCUREMENT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES RESULTING FORM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE FURNISHING OF SERVICES, OR THE USE OR PERFORMANCE OR PRODUCTS, EVEN IF INFORMED OF SUCH DAMAGES. IN NO EVENT WILL NETGEAR'S TOTAL LIABILITY FOR (1) ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO NETGEAR PURSUANT TO THE AGREEMENT, OR
(2) CLAIMS BASED UPON THE PARTIES' OBLIGATIONS UNDER THE SECTION ENTITLED "SERVICES" EXCEED THE TOTAL AMOUNT PAID TO NETGEAR FOR SUCH SERVICES.

15. GENERAL

A. The relationship of NETGEAR and Retailer is that of independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has' the authority to bind the other or to incur any obligation on the other's behalf or to represent itself as the other's agent or in any way which might result in confusion as no the fact that the parties are separate and distinct entitles.

B. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall remain in full force and affect.

C. NETGEAR and Retailer agree to comply with the provisions of all applicable federal, state, county and local laws, ordinances, regulations and codes, domestic and foreign. Retailer agrees not to export, directly or indirectly, any such Produces or information to any country for which an export license or other governmental approval is required at the time of expert without first obtaining such license or approval. Retailer is solely responsible, at its own expense, for obtaining all necessary import and re-export permits and certificates and for the payment of any and all taxes and duties imposed upon the movement and delivery of Products.

D. NOTICES. All notices or communications of any kind made or required to be given pursuant to this Agreement shall be in writing and delivered to the other party at the address set forth below, unless either party gives notice to the other party of a change of address:

To NETGEAR:
NETGEAR, Inc.
4401 Great America Parkway
P.O. Box 58185
Santa Clara, CA 95052-8135
Attn: Kelly Romero

To Retailer
Jason Topal
Circuit City Stores, Inc.
9950 Maryland Drive
Richmond, VA 23233

E. NETGEAR reserves the right to change the discount schedule, policy or program, whether referred to in the Agreement or set forth in an Exhibit to the Agreement. For changes which, in NETGEAR's opinion, may adversaly affect Retailer, NETGEAR will provide thirty (30) days notice, or such longer period as NETGEAR deems appropriate, prior to the effective date of such change.

F. Any waiver, amendment or modification of any right, remedy or other term under the Agreement will not be effective unless in writing and signed by and authorized person of the party against whom enforcement is sought. Neither party shall be bound by typographical or clerical errors.

H. This Agreement may not be assigned by Retailer without prior written permission from NETGEAR. Any attempt by Retailer to assign any right, or delegates any duty or obligation which arises under the Agreement without such permission will be voidable.

I. Notwithstanding anything else in this Agreement, all rights and obligations of the parties, specifically including but not limited to those set forth in Section 11 ("Proprietary Information"), 13 ("Claims of Infringement") and any other terms, which by the specific language or by reasonable implication are to continue beyond the term of this Agreement, shall survive the expiration or termination of this Agreement.

J. This Agreement, including its attachment, constitutes the entire agreement between Retailer and NETGEAR with respect to the purchase, resale and distribution of the Products and is governed by the laws of the State of California.

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.25

WAREHOUSING AGREEMENT

BETWEEN

NETGEAR, INC.

AND

APL LOGISTICS AMERICAS, LTD.

TABLE OF CONTENTS

1.  TERM OF AGREEMENT..........................................................     1

2.  APLL'S RESPONSIBILITIES.....................................................    1

3.  NETGEAR'S RESPONSIBILITIES..................................................    3

4.  RATES AND CHARGES...........................................................    3

5.  LIABILITIES AND INDEMNIFICATION.............................................    4

6.  PHYSICAL INVENTORIES AND ADJUSTMENTS........................................    5

7.  FORCE MAJEURE...............................................................    6

8.  DEFAULT.....................................................................    7

9.  EARLY TERMINATION...........................................................    7

10. RECORDS.....................................................................    9

11. INDEPENDENT CONTRACTOR......................................................    9

12. COMPLIANCE..................................................................    9

13. SUCCESSORSHIP...............................................................    9

14. APPLICABLE LAW; ATTORNEYS' FEES; SEVERABILITY; SAVINGS......................    9

15. ENTIRE AGREEMENT; AMENDMENT; CAPTIONS.......................................    9

16. NOTICES.....................................................................   10

17. WAIVER......................................................................   10

18. NON-RECRUITMENT.............................................................   10

19. CONFIDENTIALITY.............................................................   10

20. COOPERATION.................................................................   10

21. EXECUTION IN COUNTERPARTS; FACSIMILE SIGNATURES.............................   11

SCHEDULES AND ATTACHMENTS

Schedule "A" -- Description of Services

Schedule "B" -- Rate Schedule
Schedule "C" -- Operating Parameters Schedule "D" -- APLL Equipment/Systems Schedule "E" -- Insurance Schedule Schedule "F" -- Start-up Charges Attachment #1 -- Mutual Confidentiality, Non-Disclosure and Non-Recruitment Agreement

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

WAREHOUSING AGREEMENT

AGREEMENT made as of July 5, 2001, by and between NETGEAR, INC. ("NETGEAR") having an office at 4500 Great America Parkway, Santa Clara, California 95054 and APL LOGISTICS AMERICAS, LTD, f/k/a GATX Logistics, Inc., having its principal office at 1301 Riverplace Boulevard, Suite 1200, Jacksonville, Florida 32207 ("APLL").

WITNESSETH:

WHEREAS, NETGEAR is a corporation organized and existent in accordance with the laws of the State of Delaware, and is engaged in the manufacturer of hardware for computer networks;

WHEREAS, APLL is a corporation organized and existent in accordance with the laws of the State of Florida, and is engaged in the business of providing logistics services, including, among others, warehousing services; and

WHEREAS, NETGEAR and APLL each represent and warrant that its representative herein is duly empowered and authorized to execute this Agreement on its behalf;

NOW, THEREFORE, for and in consideration of the mutual agreements herein contained, it is hereby mutually agreed as follows:

1. TERM OF AGREEMENT

The term of this Agreement shall commence on July 16, 2001, and continue in effect until the close of business on July 15, 2004, with an option by NETGEAR to terminate on July 15, 2003 after giving APLL sixty days written notice of its intent to terminate. If NETGEAR either exercises its option to terminate or this Agreement expires, NETGEAR agrees to pay APLL a balloon payment for unamortized capital and/or other fixed expenses in Schedules "D" and "F" or subsequently agreed upon in writing by both parties. If NETGEAR does not exercise its option, the Agreement shall renew automatically from year to year until either party shall serve upon the other party written notice of termination at least ninety (90) days prior to the expiration date of the then current term.

2. APLL'S RESPONSIBILITIES

2.1 SERVICES. During the term of this Agreement, APLL agrees to provide for NETGEAR certain warehousing services described in Schedule "A" hereto at the facilities identified on Schedule "A"(each such facility being hereinafter referred to as "Warehouse"). The services to be provided hereunder are those described in this Agreement, subject to the terms and conditions of this Agreement, and the attached Schedules "A", "B", "C", "D", "E" and "F" and attachments which are made a part hereof (or any substitutions or modifications thereto mutually agreed to in writing), and to accept and keep in a safe, neat and orderly condition such goods (the "Products") as from time to time may be tendered by NETGEAR for warehousing or handling (the "Services"). APLL further agrees to furnish and/or obtain sufficient personnel, equipment, and other accessories necessary to perform the Services herein described. The operating parameters and assumptions are set forth in Schedule "C".

2.2 WAREHOUSE OPERATIONS. The Parties agree that, except as specifically modified herein, APLL will be a warehouseman as described in Article 7 of the Uniform Commercial Code ("UCC") as enacted in the state(s) where the Warehouse(s) are located and is entitled to all rights and subject to all obligations described therein with the exception that APLL has waived its right to Warehouseman's Lien in exchange for the Letter of Credit provided for in Section 4.5. APLL's standard of care for the Services performed hereunder shall be the customary and usual warehousing practices as performed in the community in which the Warehouse is located; provided that in no event will the standard of care be less than the industry standard and practices of skill and care customarily observed by similar companies in similar circumstances.

The Warehouse space will be utilized by APLL as efficiently as practical without creating inefficiencies in handling operations. All Products shall be segregated by stock keeping unit, date, lot number, or other characteristics or combination of characteristics, as agreed upon (a "stock keeping unit" being the lowest level for which inventory material handling records are maintained for purposes of this Agreement). NETGEAR shall notify APLL of stocking limitations, Products to be accounted for separately, and any other Product peculiarities in writing, prior to delivery of such Products to the Warehouse. In the event of any inconsistencies or conflicts between the terms contained in this Agreement and Article 7 of the UCC (as codified in the State of California), the terms of this Agreement shall be given preferential deference in determining the intent of the parties.

2.3 TRANSFER OF PRODUCTS. No Products shall be delivered or transferred except upon receipt by APLL of one of the following: 1) completed shipping documents from NETGEAR; 2) packing slips from suppliers for inventory product deliveries; or 3) packing slips from customers for Return Material Authorization ("RMA"). Instructions to transfer Products on the books of APLL shall not be effective until said Instructions are delivered to APLL and all charges relating to APLL's Services to NETGEAR, including the receipt, storage, servicing, handling and transfer of the Products, shall be chargeable to NETGEAR.

2.4 TLS SOFTWARE. APLL will utilize its proprietary TLS software system in support of and in connection with its Services under this Agreement. NETGEAR shall protect the confidentiality of the TLS Software and documentation. NETGEAR shall not make available the TLS Software and any documentation supplied hereunder, in any form, to any person or firm directly or indirectly, including NETGEAR's employees, agents and subcontractors, without APLL's prior written consent. However, NETGEAR shall have the right to use the APLL packing list and commercial invoice documents to facilitate shipments. NETGEAR shall not sell, assign, pledge, lease, sublease, transfer, license or otherwise encumber the TLS Software, nor shall NETGEAR transmit, copy, recreate, or reproduce, in whole or in part, in any manner, any part of the TLS Software or documentation, or permit any person, firm, corporation or entity to do so except as expressly permitted in writing by APLL. NETGEAR may not modify or attempt to modify the TLS Software or any portion thereof or merge or attempt to merge the TLS Software or any part thereof into other computer programs. All patents and copyrights applicable to the TLS Software or any documentation supplied by APLL hereunder shall be retained by APLL. NETGEAR will not divulge or disclose to any third party any information concerning the TLS Software at any time unless such Information becomes publicly available through no fault of NETGEAR. The Systems rates and charges set forth on Schedule "B" include any initial TLS enhancements and customization for NETGEAR, Any additional development requested by NETGEAR to deliver new or altered TLS Software capabilities will be performed at a cost mutually agreed to by NETGEAR and APLL prior to the commencement of any additional development, such cost to include consulting rates plus reasonable travel and other out-of-pocket expenses.

2.5 EXPORTS AND CUSTOMS. Each party agrees that it will not knowingly (I) export or re-export, directly or indirectly, any technical data (as defined by the U.S. Export Administration Regulations), including software received from the other under this Agreement or (II) export or re-export, directly or indirectly, any direct product of such technical date, including software, to any destination to which such export or re-export is restricted or prohibited by U.S. or applicable non-U.S. law without obtaining prior authorization from the U.S. Department of Commerce and/or other competent government authorities to the extent required by those laws. This clause shall survive termination or cancellation of this Agreement

Unless otherwise set forth in this Agreement, APLL shall take all administrative actions required to product commercial invoices, packing list and export declarations that comply to U.S. Export Regulations. If a shipment includes products having different countries of origin, the different countries of origin must be identified on the commercial invoice and packing list. NETGEAR will be responsible to provide APLL with the required information (HTS codes, ECCN codes, country of origin list, countries to which no U.S. company can export to (Lybia, Cuba, North Korea, etc.)) so that APLL can be in compliance. Fines assigned to NETGEAR by the U.S. government resulting from APLL's failure to follow NETGEAR's instruction to comply with U.S. Export Regulations will be charged to APLL. If the fine to NETGEAR was the result of NETGEAR providing incomplete or incorrect information to APLL, then NETGEAR will absorb the cost of these fines.

3. NETGEAR'S RESPONSIBILITIES

3.1 DELIVERY AND SHIPMENTS; PACKAGING. NETGEAR will advise APLL of its warehousing needs in sufficient time to allow APLL to make necessary preparations for such warehousing. NETGEAR will also provide APLL with instructions for shipments from the Warehouse, which information will constitute NETGEAR's instructions for shipment of Products. All Products tendered for warehousing will be properly marked and packaged for handling according to the product specifications provided to APLL by NETGEAR.

3.2 PRODUCT CHARACTERISTICS/REFUSAL TO ACCEPT PRODUCTS. NETGEAR shall promptly notify APLL of the characteristics of any of NETGEAR's Products that (a) require special handling instructions, material, equipment or precautions; (b) may be hazardous or dangerous to APLL's employees, subcontractors or agents, whether by handling or exposure;
(c) are defined as hazardous materials under any federal, state or local law or regulation governing the environment including but not limited to The Resource Conservation and Recovery Act (RCRA). The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), or Department of Transportation Research and Special Programs Administration (RSPA including IATA, ICAO and IMDG); or (d) are or should be reasonably believed or known to be likely to cause damage to APLL's premises or equipment. NETGEAR's Products, or to other goods that may be stored by APLL. APLL may refuse to accept any Products that are identified per the above categories or that reasonably might cause infestation, contamination, or damage to other goods in its custody. APLL shall promptly notify NETGEAR of such refusal and shall have no liability for any demurrage, detention, transportation or other charges by virtue of such refusal.

3.3 PROHIBITION OF CONSIGNMENT. NETGEAR agrees not to ship Products to APLL as the named consignee. If, in violation of this Agreement, Products are to be shipped to APLL as named consignee, NETGEAR agrees to notify carrier, in writing and prior to such shipment, that APLL named as consignee is a warehouseman under law and has no beneficial title or interest in such Products. NETGEAR will also deliver a copy of such notice to APLL prior to such shipment.

3.4 APLL COMPENSATION. NETGEAR shall pay APLL compensation for the Services provided by APLL and the charges made by APLL under the terms of Schedule "B" (or any substitutions or modifications thereto which are mutually agreed to in writing).

4. RATES AND CHARGES

4.1 GENERAL. Rates and charges for contract Warehousing Services are set forth in Schedule "B".

4.2 START-UP CHARGES. NETGEAR will pay expenses incurred to start up the Services covered by this Agreement as provided in Schedule "F".

4.3 RATE AND CHARGE MODIFICATION. The rates and charges set forth in Schedule "B" are based upon the current in and out handling characteristics and operating assumptions detailed in Schedule "C". Any significant changes in the operating parameters that affect APLL's cost of providing the Services may require rate adjustments agreed upon by both Parties.

APLL shall, after the initial year of this Agreement, periodically review the rates and charges set forth in Schedule "B" and may revise such rates and charges upon sixty (60) days notice to NETGEAR. Upon receipt of such notice, NETGEAR may either accept the new rates and charges or terminate this Agreement upon ninety (90) days written notice to APLL, during which period the prior rates and charges shall apply, unless APLL elects to continue to perform pursuant to the then current rate structure, in which case this Agreement shall continue in accordance with its terms. An exception to the above is the situation where volumes fluctuate plus or minus twenty (20%), in which case APLL may revise such rates and charges upon thirty (30) days notice to NETGEAR.

4.4 TERMS OF PAYMENT. Except as may otherwise be specifically stated in any of the applicable Schedules, APLL shall invoice NETGEAR for all Services performed and costs incurred by APLL under this

Agreement during the preceding month. APLL shall provide NETGEAR with a monthly statement of account reflecting balance due and days outstanding. Upon APLL's request, NETGEAR shall provide APLL with a copy of its most recant audited financial statements. NETGEAR shall pay the amount invoiced within thirty (30) days from the date of such invoice. Payment shall be considered made when payments have been received by APLL.

In the event NETGEAR disputes any invoices (or any part thereof), NETGEAR shall provide APLL with written notice of such dispute within thirty (30) days of receipt of such invoice. NETGEAR shall, however, pay that portion of the invoice not in dispute. Any such amount not in dispute and not paid within thirty (30) days shall bear interest at the rate of one percent (1%) per month.

Additionally, if any disputed portion of such invoice is later paid by NETGEAR, or is determined subsequently to be due and owing to APLL, NETGEAR shall also pay APLL interest on such amount from the original due date at the rate of one percent (1%) per month. NETGEAR agrees to pay, in the event its account becomes delinquent and is turned over to any attorney for collection, reasonable attorneys' fees, plus all consultant fees, court costs, and attendant collection costs.

4.5 [*].

5. LIABILITIES AND INDEMNIFICATION

5.1 GENERAL - WAREHOUSE. APLL shall be responsible for loss or injury to all Products under its care, custody and control in the Warehouse as provided in the UCC.

APLL agrees to indemnify, save harmless, and defend NETGEAR from and against any and all claims for loss, damage or injury and from and against any suits, actions, or legal proceedings brought against NETGEAR for or on account of any loss or damage to the tangible property of third parties, or for or on account of any injuries received or sustained by any person, including but not limited to, employees of APLL and employees and agents of NETGEAR, caused by, or arising out of, any intentional, reckless or negligent act or omission of APLL or its employees, agents or invitees in performing the Services. This Indemnity shall not apply to any such loss, damage or injury to the extent such loss, damage or injury is caused as a result of the sole or partial negligence of any other party.

NETGEAR shall indemnify and hold harmless APLL from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention, or charges of any nature, in connection with NETGEAR's Products shipped to or from the Warehouse, except for such claims caused by APLL's failure to exercise the standard of care as identified in Section 2.2 above.

In addition, NETGEAR agrees to Indemnify, save harmless, and defend APLL from and against any and all claims for loss, damage or injury and from and against any suits, actions, or legal proceedings brought against APLL for or on account of any loss or damage to the tangible property of third parties, or for or on account of any injuries received or sustained by any person, including, but not limited, to employees of NETGEAR and employees and agents of APLL, caused by, or arising out of, any intentional, reckless or negligent act or omission of NETGEAR or its employees, agents or invitees, as well as from any claims, expenses or demands of any kind made by NETGEAR's employees, agents, servants or contractors while at the Warehouse in connection with the performance of this Agreement, except to the extent such claim arises from the negligence or intentional act of APLL, its employees.

agents or servants. In addition, this indemnity shall not apply to any such loss, damage or injury, to the extent such loss, damage or injury is caused as a result of the sole or partial negligence of any other party. For claims which have been established to fall under NETGEAR's indemnification obligation. NETGEAR has the sole right to control the defense, settlement, and/or discharge of the claim. Further, NETGEAR agrees to secure a waiver of subrogation from NETGEAR's workers' compensation insurance carrier in support of the above.

APLL and NETGEAR agree to provide timely written notice of any claim to the other party when indemnification is sought and to provide reasonable assistance to the indemnifying party in defending, settling and/or discharging the claim. In the event of any inconsistencies or conflicts between the terms contained in this Agreement and Article 7 of the UCC (as codified in the State of California), the terms of this Agreement shall be given preferential deference in determining the intent of the parties.

5.2 DEMURRAGE: DETENTION. APLL shall not be liable for demurrage, detention, or delays in obtaining and loading cars or vehicles for outbound shipments unless APLL has failed to exercise reasonable care and judgment as determined by industry practice or failed to act in a timely manner. If detention occurs for which APLL is liable, payment of such detention shall be made by APLL to the carrier.

5.3 CLAIMS BY NETGEAR. Claims by NETGEAR for loss or damage to Products must be presented in writing to APLL by no later than the earlier of
(a) ninety (90) days after delivery of the Products by APLL or (b) ninety (90) days after NETGEAR is notified that loss or damage has occurred. APLL shall not be liable to NETGEAR where such loss or damage is caused by events of Force Majeure as provided in Article 7 below, the act of NETGEAR, its employees or agents, or the inherent vice or nature of the Products. APLL will be afforded a reasonable opportunity to inspect damaged Products, research shortages, investigate claims, and respond to NETGEAR. No legal action may be maintained by NETGEAR against APLL for loss or damage to Products or regarding the charges hereunder unless timely written claim has been made as provided above and, in any event, unless such action is commenced within the earlier of (a) one (1) year after the date of delivery by APLL or (b) one (1) year after NETGEAR is notified that loss or damage has occurred.

5.4 LIMITATION OF LIABILITY. It is understood and agreed that in the event of loss or damage to Products for which APLL is liable, the measure of damage for the first $10,000 of loss per annum will be NETGEAR inventory standard cost, and for all amounts above $10.000 it will be the manufacturer's cost of the Products involved, plus a prorated portion of transportation charges; HOWEVER, APLL's legal liability shall be limited per any one loss to the maximum amount of legal liability insurance in full force and effect with APLL's insurance carrier at the time such loss is incurred. If APLL pays any claim of NETGEAR for damaged products, APLL or its insurer shall take title to the damaged Products and/or obtain credit for the salvage value as mutually agreed. Except as otherwise may be specifically provided for in this Agreement or any Schedules, neither party shall be liable to the other for any consequential, indirect or punitive damages arising from the breach or termination of this Agreement.

5.5 INSURANCE. APLL shall maintain at all times during the life of this Agreement a policy or policies of insurance in full force and effect with companies and in amounts identified on Schedule "E" hereto, covering warehouse legal liability for loss or damage to NETGEAR's Products due to negligence of APLL. APLL does not otherwise insure NETGEAR's Products. APLL agrees to furnish, at NETGEAR's request, certificates of all policies of applicable insurance, such certificates to name NETGEAR as certificate holder and to stipulate that the insurance will not be canceled or substantially changed prior to termination of this Agreement.

6. PHYSICAL INVENTORIES AND ADJUSTMENTS

6.1 PHYSICAL INVENTORIES. Joint NETGEAR-APLL physical inventories shall be performed quarterly. All shipping, receiving and inventory transaction processing will be terminated during the period of the physical inventory to insure a simultaneous cut-off of all activity. APLL shall bill NETGEAR for the physical inventories on an hourly basis. Charges for hourly warehouse personnel will be per Schedule "B".

6.2 INVENTORY ADJUSTMENTS. If stock differences are found in any count, APLL and NETGEAR will list gains as receipts, and losses as deductions, thus correcting the book record to agree with the actual stock on hand. Those changes will be based upon counts agreed to and signed by NETGEAR's representative and APLL's representative.

A. For purposes of determining the net balance of physical units on APLL's account, all shortages and overages for the period, shall be reconciled by stock keeping unit.

B. If there is a shortage for the period covered, after netting across stock keeping units, the dollar amount (number of units multiplied by the measure of damage as stated in Section 5.4 and subject to the provisions of subsection 6.2 (D) below) shall be payable to NETGEAR by APLL. If there is an overage on the account, adjustments will be made to inventory book records and no claim will be filed by APLL. The period covered by the physical inventory will be closed to future netting routines except under the following conditions:

i. proven miscount in physical inventory;

ii. proven clerical error by NETGEAR;

iii. located or recovered mis-shipment;

iv. proven packing or case marking error by NETGEAR's supplier; or,

C. Inventory adjustments will be calculated quarterly. Financial reconciliation of inventory variances will be performed twice per year. Netting will occur between the reconciliation of quarters one and two and between the reconciliation of quarters three and four. The reconciliation of quarters one and two will not be netted against the reconciliation of quarters three and four. In performing the financial reconciliation, if the net inventory variance calculated during the physical inventory is an overage and APLL paid for a shortage in connection with the preceding physical inventory, NETGEAR will pay a refund to APLL based on the overage, but only to the extent that it does not exceed the shortage for which APLL has paid.

D. The dollar values used to establish the net-money balance shall be NETGEAR Inventory standard cost for the first $10,000 of loss per annum and manufacturer's cost plus prorated transportation (if inventory is replenished) for amounts above $10,000, or the amount stipulated in Section 5.4 above, whichever is less.

6.3 RECONCILIATION OF INVENTORY RECORDS. If at any time, discrepancies exist between NETGEAR's records and the physical inventory, APLL and NETGEAR shall provide to each other their records of all inventory adjustments from the time of the previous reconciliation to the time of the inventory count in which the discrepancy was found.

6.4 DUAL SYSTEM ENTRY. APLL will have access to NETGEAR's Sun System as outlined in Schedule "C" Section (2) Systems. In addition, APLL will maintain a full warehouse management system of its own to control inventory to ensure back to back accuracy with NETGEAR's Sun System. If a variance between the two systems is discovered, APLL and NETGEAR agree to perform due diligence to analyze the variance as soon as it is identified. Due diligence consists of auditing the trail of documentation and system records to pinpoint an error. APLL shall be accountable for systems for which APLL controls user access but not for systems for which APLL does not control user access. Regardless of whether APLL controls user access, APLL will conduct due diligence and work to resolve any variances.

7. FORCE MAJEURE

A party shall not be responsible for delay or non-performance hereunder if performance is prevented or delayed by any cause or event beyond its reasonable control. Without limiting the generality of the foregoing, such causes or events shall include, directly or Indirectly, without limitation, Acts of God or elements of nature, fire, floods, other catastrophes, war, public enemies, seizure under legal process (not resulting from action or inaction of the non-performing party), strikes, lockouts, labor disorders, riots, sabotage, explosion, acts of

terrorism, civil commotions, closing of public highways, governmental interference or regulations, embargo, accident, derailment, epidemics or quarantine restrictions, the act or default of the other party, or any other reason of a similar or dissimilar nature beyond such party's reasonable control.

In the event there is a default or delay due to Force Majeure per the above, the non-performing party shall be excused from further performance (other than payment of previously accrued charges) or observance of the obligation(s) so affected for as long as such circumstances prevail, provided such party continues to use its best efforts to recommence its performance or observance whenever and to whatever extent possible without delay. The party claiming a Force Majeure event will notify the other party as soon as practicable regarding the existence, nature and approximate duration of the Force Majeure event, and will promptly give further notice when the Force Majeure event ceases, whereupon its duty to perform shall resume.

8. DEFAULT

8.1 AUTOMATIC DEFAULT. In the event bankruptcy, receivership, Insolvency, reorganization, dissolution, liquidation or other similar proceeding is instituted by or against either party under the United States Bankruptcy Code or other law of the United States or any state, then the other party may, without notice or demand, terminate this Agreement and exercise all rights granted under applicable law and this Agreement.

8.2 GENERAL DEFAULT; RIGHT TO CURE. Except for reasons provided in Article 7 and Section 8.1 above, in the event either party fails to perform its obligations under this Agreement, then the other party may terminate this Agreement upon ninety (90) days prior written notice to the other; provided, however, that such notice shall specify all such failures to perform and allow the party in default no less than sixty (60) days to correct such failures. However, APLL and NETGEAR agree that breach of payment terms in Section 4.4 shall constitute default which NETGEAR agrees to correct within fifteen (15) days of receipt of notice from APLL.

8.3 EFFECT OF TERMINATION. Termination under this provision, or under any other provision of this Agreement, shall not relieve or release either party from any liability which accrued prior to the date of such termination.

9. EARLY TERMINATION

9.1 OBLIGATIONS. NETGEAR acknowledges that, if this Agreement is terminated prior to its stated term, APLL will have incurred significant costs and expenses by reason thereof for which APLL would not be compensated or reimbursed for as contemplated under this Agreement or the applicable Schedules. Therefore, notwithstanding anything in this Agreement to the contrary, if this Agreement terminates prior to its stated term for any reason whatsoever including, but not limited to, NETGEAR's termination without cause, a termination because of NETGEAR's default, a termination because of a Force Majeure event, or a termination because of the Parties' inability to reach agreement with respect to compensation or rate adjustments (collectively, "Early Termination"), APLL will suffer and incur expenses that would otherwise have been paid through the stated term of this Agreement or which would have been avoided but for the Early Termination, As a consequence thereof, NETGEAR agrees, subject to subsection 9.1(G), upon an Early Termination:

A. To agree to continue to pay to APLL through the end of the stated term of this Agreement or until APLL refills the warehouse space, whichever comes sooner, the prorated space costs associated with the Warehouse square footage occupied by NETGEAR. NETGEAR shall not be required to pay prorated Warehouse space costs if NETGEAR exercises its option to terminate the Agreement on July 15, 2003 after giving APLL sixty (60) days written notice;

B. To purchase, prior to the mutually agreed to effective date of the Early Termination, the APLL Equipment listed on Schedule "D" (or any substitutions or modifications thereto) which is owned by APLL at the depreciated value of such Equipment;

C. To assume, subject only to lessor's consent, APLL's leases for any APLL Equipment listed on Schedule "D" (or any substitutions or modifications thereto) which is leased by APLL and all APLL's obligations thereunder (not including any liability of APLL for pre-termination lease obligations). In the alternative, if NETGEAR cannot assume such Equipment leases, but is allowed by APLL and lessor to continue to use the Equipment, to continue to pay to APLL through the stated term of this Agreement (at the same time and in the same manner as NETGEAR is obligated to pay or reimburse APLL for such Equipment under this Agreement or any applicable Schedules), the actual costs and expenses associated with such Equipment under the lease(s);

D. Prior to the mutually agreed to effective date of the Early Termination, to pay to APLL the balance of the cost of any mutually agreed Warehouse improvements not theretofore paid by NETGEAR to APLL as provided for in this Agreement or any applicable Schedules (the unpaid balance for Warehouse improvements, upon such Early Termination, being accelerated);

E. Within 30 days after the date of Early Termination, to pay to APLL the then outstanding balance of the Startup Charges (including any TLS/custom computer programming and installation service costs) not theretofore paid by NETGEAR to APLL as provided in Schedule "F" (the unpaid balance, upon such Early Termination, being accelerated); and

F. Within 30 days after the date of Early Termination, to pay to APLL any other reasonable direct casts and expenses relating to warehouse improvements, equipment including racking, and employee severance incurred or expected to be incurred by APLL by reason of such Early Termination.

G. If NETGEAR terminates this Agreement early due to breach by APLL. NETGEAR will not be liable for the charges outlined in A through F, but NETGEAR shall be liable for the balance of the cost of any specialized equipment or data processing expenses implemented by APLL to provide services to NETGEAR.

9.2 PROCEDURE. All of the costs and expenses to be paid or reimbursed by NETGEAR per Section 9.1 above are hereinafter collectively referenced as "Early Termination Costs". Prior to the mutually agreed to effective data of any Early Termination, APLL and NETGEAR shall enter into a written agreement evidencing the manner and terms and conditions, consistent with the provisions hereof, that NETGEAR shall assume APLL's obligations or pay or reimburse APLL for the Early Termination Costs. Any assumptions of leases by NETGEAR shall be effective as of the Effective Date of the Early Termination and, except as provided for herein, any payments or reimbursements to APLL shall be made prior to or on the Effective Date of the Early Termination. At APLL's option, the Early Termination shall not become effective until such agreements or arrangements are executed. The provisions of this Article 9 and the separate agreements evidencing the same shall survive the termination of this Agreement.

9.3 MITIGATION. APLL shall use reasonable efforts to minimize the Early Termination Costs. Such efforts may include: negotiating for the early termination of the Warehouse lease or equipment leases. In which event NETGEAR shall pay any costs, fees or penalties (provided, however, APLL shall not agree to any such early termination or any such costs, fees or penalties without NETGEAR's prior written consent); subletting of all or a part of the Warehouse; utilizing the Warehouse or APLL's Equipment for other APLL customer-related work; transferring of personnel; and other agreed-upon measures. APLL shall periodically provide NETGEAR with information concerning any such endeavors. With respect to any subletting or alternative usage, it is understood and agreed that NETGEAR shall only be obligated to pay or reimburse APLL for the Early Termination Costs that have not been mitigated or reduced by such efforts. NETGEAR and APLL shall, prior to the effective date of the Early Termination, meet and fully discuss the action or actions to be reasonably taken to lessen NETGEAR's liabilities hereunder.

9.4 DUTY TO FULFILL. Notwithstanding any termination or expiration of this Agreement, APLL agrees to manage all inventory control functions and to fulfill all orders placed prior to the date of expiration or

termination in accordance with the terms of this Agreement if such orders have not been cancelled previously.

10. RECORDS

APLL shall at all times keep accurate and complete books and records with regard to receipt, transfer, and other handling of NETGEAR's Products (the "NETGEAR Files") and shall maintain the NETGEAR Files for a period of two (2) years. Subject to maintaining the confidentiality of records of any customers other than NETGEAR, NETGEAR and its authorized representatives shall have the right, at its own cost and expense, to inspect and audit the NETGEAR files at any reasonable time. NETGEAR's right to audit the NETGEAR Files shall survive expiration or termination of this Agreement. NETGEAR shall have the right to enter upon the Warehouse(s) at all reasonable times for the purpose of inspecting NETGEAR's Products.

11. INDEPENDENT CONTRACTOR

It is agreed and understood that APLL is entering into this Agreement as an independent contractor and that all of APLL'S personnel and Contracted Carrier's personnel engaged in work under this Agreement are to be considered for all purposes as employees of APLL. Under no circumstances shall employees of APLL be construed or considered to be employees of NETGEAR. NETGEAR will not be responsible for acts or omissions of either APLL's employees or agents. The relationship between the Parties will be, at all times, that of independent contractors, which status governs all relationships between APLL, NETGEAR and other third parties.

12. COMPLIANCE

APLL shall at all times comply with all applicable federal, state and municipal laws and the regulations of the respective regulatory bodies having jurisdiction over APLL. APLL will procure and maintain all necessary and applicable operating authorities and licenses.

13. SUCCESSORSHIP

Neither party will have the right or power to assign any of its rights or delegate the performance of any of its duties under this Agreement without the express written prior consent of the other party, which shall not be unreasonably withheld; provided however, that such prior written consent shall not be required for APLL to subcontract the performance of the Services to any of its parent, subsidiary or affiliated companies, including APL Logistics Warehouse Management Services, Inc. (formerly named, GATX Logistics, Inc.).

14. APPLICABLE LAW; ATTORNEYS' FEES; SEVERABILITY; SAVINGS

This agreement, and any disputes arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of the State of California, excluding its rules governing conflicts of laws. The courts located within the State of California shall have exclusive jurisdiction to adjudicate any disputes arising out of or in connection with this Agreement. Both parties hereby consent to the personal jurisdiction of the courts located in the State of California for the resolution of disputes hereunder. The prevailing party in any proceeding brought by one party against the other party arising out of or in connection with this Agreement shall be entitled to recover its legal expenses, including court costs and reasonable attorneys' fees. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, than such provision shall be deemed to be written, construed, and enforced as so limited.

15. ENTIRE AGREEMENT; AMENDMENT; CAPTIONS

This Agreement, together with all schedules and attachments, and the Mutual Confidentiality, Non-Disclosure and Non-Recruitment Agreement dated February 26, 2001, and executed by both Parties (the "Mutual Agreement"), a copy of which is attached hereto as Attachment #1, constitutes the entire agreement between the Parties and may not be amended or changed except by written agreement signed by APLL and

NETGEAR. To the extent that the terms of any warehouse receipts, acknowledgment forms, order forms, bills of lading, invoices, or similar documents sent and/or signed by one or both Parties conflict with or are inconsistent with the terms of this Agreement, the terms of this Agreement shall control. The captions herein are for convenience only and shall not be construed as interpretive or as a substantive part of this Agreement.

16. NOTICES

Any notice or demand required or permitted hereunder shall be given in writing addressed to NETGEAR or APLL as listed below or to such other address as may be specified in writing to the other party. Notices shall be given (a) by certified or registered mail, (b) commercial overnight delivery service, or (c) facsimile transmission confirmed by certified mailing or overnight delivery thereof. The notice shall be deemed given upon receipt of the notice by the intended party of the facsimile (if properly confirmed) or, in the case of notice by mail, when properly addressed with sufficient postage affixed, three days after deposit in the U.S. Mail or, for notices sent by overnight delivery service, when properly addressed and submitted with a sufficient fee, one day after being left with the carrier.

For notices to APLL:                             For notices to NETGEAR:
APL Logistics Americas, Ltd. f/k/a GATX          NETGEAR, Inc.
Logistics, Inc.                                  4500 Great America Parkway
1301 Riverplace Boulevard, Suite 1200            Santa Clara, California 95054
Jacksonville, Florida 32207                      Attn.: Brian McGinnis
Attn.: William Alexander Miller                         Director of Logistics
       Sr. Managing Director-Operations          Telephone No. (408) 907-8029
       Telephone No.: (336) 859-0014             Facsimile No. (408-) 907-8097
Facsimile No.: (336) 659-0179

17. WAIVER

Compliance with the provisions of this Agreement may be waived only by a written document signed by the party granting the waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Neither shall the waiver by any party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

18. NON-RECRUITMENT

During the period of this Agreement and for a period of one (1) year thereafter, neither party shall solicit, entice, or attempt to solicit either directly or indirectly, for employment, or employ, an employee of the other party without the prior written consent of such other party, provided that this provision shall not apply to employees that answer generally published advertisements for employment.

19. CONFIDENTIALITY

The terms and provisions of this Agreement are confidential and proprietary and either party shall reveal only so much of its contents as shall be required by law. The Mutual Agreement shall be effective in accordance with its terms.

20. COOPERATION

The Parties acknowledge that they are both experienced in business and have entered into this Agreement to establish business relationships intended to be mutually beneficial and profitable for both Parties. Accordingly, each of the Parties will work together and cooperate with each other in implementing the purposes and intents of this Agreement and in attempting to resolve any questions and settle any disputes hereunder. Both Parties will respond to such matters in a cooperative and practical, problem-resolving manner. Each will make every effort (without waiving any rights) to avoid litigation or other legal process.

21. EXECUTION IN COUNTERPARTS; FACSIMILE SIGNATURES

This Agreement and the attached Schedules may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each party and delivered to the other parties. A signature to this Agreement or a Schedule delivered by telecopy or other artificial means shall be deemed valid and each party agrees to manually sign a copy of such signature and deliver such original document within ten (10) business days after such telecopy or other signature is delivered.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized representatives:

APL LOGISTICS AMERICAS, LTD, F/K/A            LOGISTICS, INC.
GATX NETGEAR, INC.

By: /s/ W. Alex Miller                        By: /s/ Robert E. Collins
    ------------------                            ---------------------

Name Printed: W. ALEX MILLER                  Name Printed: ROBERT E. COLLINS

Title: SR. MANAGING DIRECTOR-OPERATIONS       Title: VP & CFO

Date: 7-13-01                                 Date: 7/12/01

                                       11

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SCHEDULE "A"

DESCRIPTION OF SERVICES

Attached to and made a part of the Warehousing Agreement (the "Agreement") dated as of July 5, 2001, by and between NETGEAR, INC. ("NETGEAR") and APL LOGISTICS AMERICAS, LTD. F/K/A GATX LOGISTICS, INC. ("APLL").

1) LOCATION(S):

20405 East Business Parkway Walnut, California 91789

2) BASIC SERVICES TO INCLUDE: (All Services will be in accordance with APLL standard warehouse operating procedures and standards unless specifically modified in this Agreement or any Schedule):

A. Receiving;

B. Inventory Management;

C. Product Fulfillment and Logistics;

D. System Transaction Processing;

E. Receiving Return Materials;

F. Freight Out Transportation Management Services;

G. Product Conversions and Repackaging; and

H. Reporting.

3) WORKDAY, WORKWEEK AND HOLIDAYS: NORMAL OPERATING HOURS:

7:00 a.m. - 5:00 p.m. (PST), Monday through Friday.

Holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve, Christmas Day.

Accepted and agreed to by and between the parties set forth below:

APL LOGISTICS AMERICAS, LTD. F/K/A            NETGEAR, INC.
GATX LOGISTICS, INC.

By: /s/ W. Alex Miller                        By: /s/ Robert E. Collins
    ------------------                            ---------------------

Name Printed: W. ALEX MILLER                  Name Printed: ROBERT E. COLLINS

Title: SR. MANAGING DIRECTOR-OPERATIONS       Title: VP & CFO

Date: 7-13-01                                 Date:7/12/01

                                       12

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SCHEDULE "B"

RATE SCHEDULE

Attached to and made a part of the Warehousing Agreement (the "Agreement") dated as of July 5, 2001, by and between NETGEAR, Inc. ("NETGEAR") and APL LOGISTICS AMERICAS, LTD. F/K/A GATX LOGISTICS, INC. ("APLL").

1) GENERAL WAREHOUSE SERVICES:

APLL's actual cost plus fifteen percent (15%) margin ("margin" is calculated by totaling the charges and dividing by 0.85).

2) RATES FOR MATERIALS OR SPECIAL SUPPLIES USED FOR NETGEAR:

Actual cost plus a fifteen percent (15%) margin.

3) ESTIMATED ANNUAL OPERATING COSTS:

                                                                    Costs with
                                                                    ----------
                                                     Costs            Margin
                                                     -----            ------
Management and Supervision                         $    [*]          $      [*]
Warehouse Labor                                    $    [*]          $      [*]
Process Support Personnel                          $    [*]          $      [*]
Equipment                                          $    [*]          $      [*]
Information Systems-Hardware                       $    [*]          $      [*]
Space - 50,000 sq. ft.                             $    [*]          $      [*]
Miscellaneous Storage                              $    [*]          $      [*]
Miscellaneous Handling                             $    [*]          $      [*]
Total Estimated Annual Operating Costs             $    [*]          $      [*]
   (Cost Plus)

Accepted and agreed to by and between the parties set forth below:

APL LOGISTICS AMERICAS, LTD F/K/A             NETGEAR, INC.
GATX LOGISTICS, INC.

By: /s/  W. Alex  Miller                      By: /s/ Robert E. Collins
    --------------------                          ---------------------

Name Printed: W. ALEX MILLER                  Name Printed: ROBERT E. COLLINS

Title: SR. MANAGING DIRECTOR-OPERATIONS       Title: VP & CFO

Date: 7-13-01                                 Date:7/12/01

                                       13

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SCHEDULE "C"

OPERATING PARAMETERS

1) ASSUMPTIONS:

A. FORECASTS OF EXPECTED RECEIPTS AND SHIPMENTS: NETGEAR shall provide to APLL a non-binding, rolling, forecast covering a period of four months beyond the Build Plan (Forecast"). Each Forecast shall be a good faith estimate of the anticipated requirements for the Product(s) anticipated to ship listed for the periods indicated.

B. RECEIPT: 1,000 pallets per week; 95+ % of this volume is containerized sea freight. The receipts will be delivered throughout the week. The remaining is by ad-hoc airfreight. All pallets are 100 x 120 x 160/200 plywood-shipping pallets. All inbound and outbound receipts and shipments shall be scheduled twenty-fours in advance.

APLL shall check all outer cartons immediately upon delivery thereof to its warehouse for visible loss or damage and quantity of the delivered outer cartons. If the Products are damaged or the number of Products is incorrect, APLL shall remark this on the waybill or document received from the carrier. Furthermore, APLL shall notify NETGEAR of the inconsistency within two working days after receipt of the Products.

Each shipment is to be verified against the packing list and/or invoice and booked into the storage location.

The majority of pallets received will contain single part numbers. Where a pallet contains mixed part numbers it will be split down into an individual part number per pallet. Each mixed pallet has to be marked on all four (4) sides with the label: Mixed Pallet.

Approximately one month's supply of product is held stock i.e. 2,600 pallets, covering approximately 250 part numbers.

A clear product code identification, not necessarily a bar code identification, is sufficient to handle incoming products.

After discharge, the products will be sorted by Stock Keeping Unit ("SKU") and checked on outer damage and quantity. The system will create a location and a put away. For the storage of pallets, APLL will maintain a random storage system although products of a customer are stored together as much as possible.

Weekly order volumes are expected to fluctuate by plus or minus 25% per week, with the third week of the month seeing the highest volume.

C. INVENTORY MANAGEMENT: NETGEAR will specify shipping instructions and designate default shipping instructions. Products will be received into the NETGEAR inventory Location using purchase order receipts on NETGEAR's Sun System. APLL will maintain a full warehouse management system of its own to control inventory to ensure back to back accuracy with NETGEAR's Sun System.

All products will require a cycle count by APLL to be completed on a weekly basis. A joint cycle count to be performed by representatives of APLL and NETGEAR will take place quarterly.

Products returned from NETGEAR Customers will be initially received into the NETGEAR Inventory Location using the Sales Order Return transaction in Sun System. APLL will have the responsibility to verify contents, receive, transact and report all customer product returns.

[*].

Once per quarter, APLL and NETGEAR will jointly complete a reconciliation of book inventory (stock status) and actual on-hand inventory. Positive variances (additional units found) and negative variances (missing units) will be netted against each other. If the total net variance is negative after netting across stock keeping units, then NETGEAR will charge APLL at NETGEAR's inventory standard cost for variances up to $10,000 per annum and at the manufacturer's cost of the Products involved, plus a prorated portion of transportation charges for variances in amounts over $10,000 per annum. Damaged products are not a part of the quarterly reconciliation netting process for positive and negative variances. Damages will be charged as they take place.

D. ORDER PICKING: The current NETGEAR customer base is twenty four. The average number of customer order per month is 700. The average number of lines per customer order is five (5). Orders are placed over night and are visible by 7:00 a.m. to APLL at which time an order requirement report (shippable backlog) is to be produced. The majority of shipments (83%) are in full case and pallet quantities, but there are some shipments that require case breaks.

All orders, provided the orders do not exceed the average daily order profile, are to be picked, made ready for dispatch and confirmed on the system by 18:00, with all stock being picked on a FIFO basis.

Weekly order volumes are expected to fluctuate by plus or minus 25% per week, with the third week of the month seeing the highest volume.

The required service level is for all Customer orders to be dispatched from the distribution hub within 24 hours of receipt of order.

E. SHIPMENT QUALITY AND MIS-SHIPS: NETGEAR will specify shipping instructions and designate default shipping instructions. All packing list and commercial invoices will be generated by APLL. Upon delivery of the Products to the carrier for distribution, APLL shall check the number of Products stated on the waybill or other document used by the carrier. In case of an inconsistency, the number stated on the waybill or document used by the carrier shall be amended before departure of the Products from the warehouse.

Mis-shipments, excluding losses and damages during transportation, are shipments reported by NETGEAR's customer that reportedly do not contain what the packing list declared. In this case, NETGEAR will immediately credit the customer with an RMA or invoice them according to the actual contents. The customer will then either return

to NETGEAR the extra units received or receive credit from NETGEAR for any short shipment. APLL and NETGEAR will then jointly review the audit trail documentation associated with the shipment. This may include a warehouse cycle count for extra units in relation to book inventory, proof of delivery for the shipment, pieces, weights, dimensions, shipping documentation and other related pick and pack documents.

APLL will provide proof of shipment upon request and reasonable assistance to NETGEAR in any claim it may make against a carrier or insurer for misdelivery, loss or damage to Products.

NETGEAR will not charge APLL for the missing units if NETGEAR and APLL mutually agree:

A) The documentation audit trail is consistent to the commercial invoices/customer order.

B) The inventory cycle count does not show inventory discrepancy for the SKU's under query.

NETGEAR will charge APLL for the missing units if NETGEAR and APLL mutually agree:

A) The documentation audit trail is not consistent to the commercial invoices/customer order.

B) The inventory cycle count does show inventory discrepancy for the SKU's under query.

F. REPORTS: APLL will provide NETGEAR with mutually agreed to set of standard reports on a daily, weekly and/or monthly basis as required. Any customized reports will be at an additional charge. Current available reports are at no charge. NETGEAR will also be allowed to run any standard or custom reports available to NETGEAR for comparison to NETGEAR's Sun System database. APLL will provide NETGEAR with daily access to web site and account activity.

2) SYSTEMS:

A. INVENTORY MANAGEMENT: APLL will maintain a full warehouse management system of its own to control inventory to ensure back to back accuracy with NETGEAR's Sun System.

B. NETGEAR has five primary stockroom locations within the Sun System; IQC, two finished goods locations, stock rotation and warranty returns. Receipts must be played into the correct location based on the specific type of transaction.

C. NETGEAR will send via an EDI 940 transaction all the information to generate shipment packing list and commercial invoices to be generated from APLL's system.

D. NETGEAR will share inventory records (APLL will have access to NETGEAR's operating system).

E. All receipts and picks/dispatches are to be transacted daily on NETGEAR's Sun System.

F. APLL agrees to have NETGEAR's Sun System installed at its site and will process transactions according to NETGEAR requirements. APLL will access NETGEAR's Sun System through the Internet. If APLL is unable to connect via the Internet, NETGEAR shall provide a phone number back-up for secondary access to NETGEAR's Sun System.

G. APLL will provide NETGEAR with daily access to web site and account activity.

H. ACCESS TO SYSTEMS: NETGEAR will be provided with direct access to service to APLL systems limited to NETGEAR account information. This would be via web access or modem access. This would include access to on-hand inventory, receipts, shipments, RMA's TLS account information etc.

3) PERFORMANCE REQUIREMENTS:

A. QUARTERLY REVIEWS: APLL and NETGEAR shall, in conjunction with each other, conduct quarterly operations reviews of the business processes and procedures of both APLL and NETGEAR with the intent to improve overall physical distribution services performance. The review shall include, at a minimum, performance measurements of quality, delivery, customer satisfaction, cost model review, transportation cost review and update, capacity and innovations. Staff allocation, and the plan to meet future requirements in these areas, shall be reviewed.

B. All Sun System receipt transactions to be manually data entered on the day of delivery.

C. Trucks/container arriving before 1200 hours will be off loaded and the goods put on location the same day. This also applies for the stock update.

D. All orders are to be picked, made ready for dispatch and confirmed on the system by 15:00, with all stock being picked on a FIFO basis.

E. All shipments are to be audited to confirm 98.5 % accuracy to Customer Order and packing/delivery specifications (which may vary from Customer to Customer).

F. The required service level is for all Customer orders to be dispatched from the distribution hub within 24 hours of receipt of order.

G. APLL will provide two administrative resources to play all receipt and shipment transactions in the Sun System on a daily basis.

H. APLL will produce periodic performance, measurement and activity reports.

Accepted and agreed to by and between the parties set forth below:

APL LOGISTICS AMERICAS, LTD. F/K/A.           NETGEAR, INC.
GATX LOGISTICS, INC.

By: /s/ W. Alex Miller                        By: /s/ Robert E. Collins
    ------------------                            ---------------------

Name Printed: W. ALEX MILLER                  Name Printed: ROBERT E. COLLINS

Title: SR. MANAGING DIRECTOR-OPERATIONS       Title: VP & CFO

Date: 7-13-01                                 Date: 7/12/01

                                       17

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SCHEDULE "D"

APLL EQUIPMENT/SYSTEMS

The following Equipment has been procured and placed into service by APLL and Systems costs have been incurred by APLL for exclusive use in performing its obligations to NETGEAR (excluding final and maintenance):

Date-In-Service           Description       Amortization Period (Months)   Monthly Depreciation
----------------          -----------       ----------------------------   --------------------
July 2001            Forklifts (4)                      60
August 2001          Electric Pallet Jack               60
July 2001            Manual Pallet Jack (2)             60
SUBTOTAL:                                                                      $      [*]
July 2001            Racking                            84
SUBTOTAL:                                                                      $      [*]
July 2001            PC (3)                             36
July 2001            Printer (2)                        36
July 2001            RF Equipment                       36
SUBTOTAL:                                                                      $      [*]

Accepted and agreed to by and between the parties set forth below:

APL LOGISTICS AMERICAS, LTD, F/K/A      NETGEAR, INC.
GATX LOGISTICS, INC.

By: /s/ W. Alex Miller                  By: /s/ ROBERT E. COLLINS
    -------------------------               ------------------------------------

Name Printed:  W. Alex Miller           Name Printed: ROBERT E. COLLINS

Title: Sr. Managing Director --         Title: VP & CFO
       Operations

Date: 7/13/01                           Date: 7/12/01

SCHEDULE "E"

INSURANCE SCHEDULE

A Certificate of Insurance naming NETGEAR as Certificate Holder is attached hereto as Attachment E-1.

Accepted and agreed to by and between the parties set forth below:

APL LOGISTICS AMERICAS, LTD, F/K/A      NETGEAR, INC.
GATX LOGISTICS, INC.

By: /s/ W. Alex Miller                  By: /s/ ROBERT E. COLLINS
    -------------------------               ------------------------------------

Name Printed: W. Alex Miller            Name Printed: ROBERT E. COLLINS

Title: Sr. Managing Director -          Title: VP & CFO
       Operations

Date: 7/13/01                           Date: 7/12/01

                                       19

                                                  CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SCHEDULE "F"

Start-Up Charges

The following startup costs have been incurred by APLL for exclusive use in performing its obligations to NETGEAR:

STARTUP COATS
-------------
Project Management & Testing    $  [*]
Site Services                   $  [*]
Software Purchases              $  [*]
Operations Training             $  [*]
One-Time Expense                $  [*]
Total Startup Costs             $  [*]

If NETGEAR has not Initialed In the blank to the left, then APLL will Invoice the total of the startup costs, above, with the first invoice for services. If NETGEAR has initialed the blank, then NETGEAR agrees to pay $2,509 each month for 38 months.

Accepted and agreed to by and between the parties set forth below:

APL LOGISTICS AMERICAS, LTD, F/K/A      NETGEAR, INC.
GATX LOGISTICS, INC.

By: /s/ W. Alex Miller                  By: /s/ ROBERT E. COLLINS
    -------------------------               ------------------------------------

Name Printed: W. Alex Miller            Name Printed: ROBERT E. COLLINS

Title: Sr. Managing Director -          Title: VP & CFO
       Operations

Date: 7/13/01                           Date: 7/12/01

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.26

Netgear and Furness Logistics Operating Agreement

DISTRIBUTION OPERATIONS AGREEMENT

Effective Date: April 27, 2001 Term: 2 year (with possible renewal periods)

This Distribution Operations Agreement ("Agreement") is entered into between Netgear, Inc., a Delaware corporation ("Netgear"), and Furness Logistics, a Dutch corporation, and is made as of the Effective Date for the Term. Subject to the terms and conditions set forth in this Agreement, the parties have caused this Agreement to be executed by their duly authorized representatives on the date(s) shown below.

NETGEAR, INC.

Signature Robert E. Collins             Signature P. W A.M Mulders
          -------------------                     ------------------------------

Printed  Robert E. Collins              Printed   P. W A.M Mulders

Title VP & CFO                          Title     Operations Manager

Date APRIL 27, 2001                     Date      MAY 7, 2001

4500 Great America Parkway              Trade Boulevard 4
P.O. Box 51815                          476l RL Moerdijk (Zevenbergen)
Santa Clara, CA 95054                   The Netherlands

Netgear, Inc. CONFIDENTIAL INFORMATION Page 1/3322

Netgear and Furness Logistics Operating Agreement

In consideration of their mutual representations, promises and obligations, Netgear and Furness Logistics agree as follows:

1. SCOPE OF THE AGREEMENT

This Agreement sets forth the terms and conditions pursuant to which Furness Logistics shall provide Netgear full Distribution Services (the "Services") as listed below in a timely, competent and cost effective manner from the Netherlands in support of the European sales region, all as more fully described in the Statement of Work attached hereto as Exhibit 1:

- Receiving

- Inventory management

- Product fulfillment and logistics

- System transaction processing

- Return Materials processing

- Freight out transportation management services

- VAT Management

- Product Conversions & Repackaging

- Reporting

This Agreement contains those terms that shall pertain to Furness Logistics Netherlands location. Furness Logistics will initially conduct all of it's Netgear operations from the Netherlands.

2. DEFINITIONS

The following words and expressions shall have the meanings set forth below:

"Affiliate" means, with respect to a party hereto, a corporation that directly or indirectly controls, is controlled by, or is under common control with, that party.

"Furness Logistics' Systems" means all software and systems used by Furness Logistics in the performance of this Agreement, excluding any software or systems provided to Furness Logistics by Netgear.

"Confidential Information" means a party's proprietary, confidential or trade secret information.

"Customer" means a customer purchasing Netgear Products.

"Netgear Inventory Location" means the physical location (identified by Furness Logistics) where Products will be staged prior to shipment to Customers.

"Netgear Proprietary Information" means any information, technology, processes, or other proprietary property, including copyrights, trade secrets, know-how, mask work rights, moral rights, patents and/or patent applications in any form or medium, developed or acquired by Netgear or its licensors from the Production Effort.

"Order" shall mean any order for Products placed by a Customer in accordance with the terms of this Agreement.

"Sun System" means Netgear's operating system used to manage receiving, inventory control, pick, pack, ship and RMA activities.

"Conversions" means the process of unpacking, changing product accessories and repacking products consistent to Netgear assembly process instructions.

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Netgear and Furness Logistics Operating Agreement

3. BUSINESS MANAGEMENT PROCEDURES

3.1. METHODOLOGY

(a) Assign a account management teams whose goal is to provide consistent and efficient responses to program requirements.

(b) Conduct quarterly business review of performance, cost and continuous improvement opportunities

(c) Create a process to communicate about and resolve issues promptly and to drive continuous improvement of the day-to-day operation.

(d) Comply with reporting requirements as outlined in this Agreement.

(e) Meet annually at the executive level to exchange business strategies with the specific purpose of working to ensure that each party's business goals can be met.

3.2 QUARTERLY REVIEWS

Furness Logistics and Netgear shall, in conjunction with each other, conduct quarterly operations reviews of the business processes and procedures of both Furness Logistics and Netgear with the intent to improve overall distribution services performance. The review shall include, at a minimum, performance measurements of quality, delivery, customer satisfaction, cost model review, transportation cost review and update, capacity and innovations. Staff allocation, and the plan to meet future requirements in these areas, shall be reviewed.

The quarterly reviews shall be held in person at a Netgear's facility and Furness Logistics agrees to comply at its own cost.

3.3 TARGET COST REDUCTION

Furness Logistics agrees to participate in periodic cost reviews with the intent to reduce the costs of the operation to include transportation, transaction processing and distribution services where applicable. Such reviews shall be held in person at a Netgear facility and Furness Logistics agrees to comply at its own cost.

3.4 LOCATION OF FURNESS LOGISTICS OPERATIONS

Furness Logistics shall initially perform the Services for all Distribution Services from its facility in the Netherlands. Any deviation from this policy must be authorized by Netgear in writing. Furness Logistics will not relocate Netgear inventory without the written approval of Netgear.

3.5 FORECASTS OF EXPECTED RECEIPTS AND SHIPMENTS

Netgear shall deliver to Furness Logistics with a non-binding, rolling, forecast covering a period of four months beyond the Build Plan ("Forecast"). Each Forecast shall be a good faith estimate of the anticipated requirements for the Product(s) anticipated to ship listed for the periods indicated.

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Netgear and Furness Logistics Operating Agreement

4 PRICES

4.1 PRICES FOR SERVICES

The price for Services shall be as set forth on the price list attached hereto as Exhibit 3 (the "Price List"). Furness Logistics and Netgear agree that the price includes all service cost and the Furness Logistics service fee. Furness Logistics service fee generally includes all overheads, allocations, services and profits, Furness Logistics agrees to provide a breakdown of actual cost for each Service in final form on or before Monday of week ten in each quarter to meet Netgear's standards setting calendar requirements. Transportation services pricing is also attached hereto as part of Exhibit 3.

4.2 CURRENCY EXCHANGE RATE

All prices shall be in US$ at the agreed to exchange rate of [*]

5 ORDER FULFILLMENT AND PAYMENT

5.1. ORDER FULFILLMENT AND RETURNS

Netgear's Operations Centers in the U.S. will handle all of Netgear's Order Administration functions. Furness Logistics will be responsible for fulfilling orders including the preparation of all shipping documents and coordination with a common carrier.

5.2. PAYMENT

All amounts shall be calculated in US Dollars. Payment terms are net 30 days. Invoice for services to be submitted on a monthly basis to Netgear.

5.3. TAXES AND DUTIES

Netgear will pay as a separate item on an invoice any tax lawfully imposed on the sale of the Products or on the provision of Services to Netgear or will provide Furness Logistics with a certificate of exemption acceptable to the appropriate taxing authority. Furness Logistics agrees to provide reasonable assistance without charge in any proceeding for the refund or abatement of any such taxes Netgear is required to pay. Without limiting the generality of the foregoing, Netgear shall have no obligation to pay taxes based upon Furness Logistics net income.

5.4. TITLE AND RISK OF LOSS AND SHIPMENT

Title to the Products will remain with Netgear in accordance to the terms of sale and delivery to Netgear's customer. Prior to title passing, Furness Logistics shall bear risk of all loss, damage or theft while in the care, custody and control of Furness Logistics. Shipping instructions shall be specified and Netgear will designate default shipping instructions. Furness Logistics will provide proof of shipment upon request and will provide reasonable assistance to Netgear at no charge in any claim it may make against a carrier or insurer for misdelivery, loss or damage to Products.

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Netgear and Furness Logistics Operating Agreement

5.5 FISCAL REPRESENTATION

'Foreign principals', meaning not domiciled or resident in the Netherlands, are offered the possibility to have themselves represented by Furness as limited fiscal representative for the levy of Dutch VAT as regards the monthly declaration of VAT and other administrative obligations such as the so-called VAT listing, By appointing Furness, the individual registration of the foreign entrepreneur in the Netherlands therefore has become superfluous.

In that case Furness acts on behalf of its principal both for the import of goods and the ensuing delivery of those goods i.e. the onward delivery of goods to customers in the European Union. Under this arrangement payments of VAT are shifted to the EU customers.

After receipt of a legally undersigned Power of Attorney, Furness will confirm the appointment on behalf of Netgear Inc.

6 INVENTORY MANAGEMENT

Products will be received into the Netgear Inventory Location using purchase order receipts on Netgear's SunSystem. Furness Logistics will maintain a full warehouse management system of it's own to control inventory to ensure back to back accuracy with Netgear's Sun System.

All products will require a cycle count be completed on a weekly basis.

Products returned from Netgear Customers will be initially received into the Netgear Inventory Location using the Sales Order Return transaction in SunSystem, Furness Logistics will have the responsibility to verify contents, receive, transact and report all customer product returns.

Lost or damaged inventory while in the care, custody and control of Furness Logistics will be charged to Furness Logistics at the Netgear full inventory standard cost of that inventory as substantiated by Netgear's Sun System at the time the actual loss or damage took place. Furness Logistics will have access to Netgear inventory standard cost.

7 TERM AND TERMINATION

7.1.1 TERM

This Agreement will commence on the Effective Date and continue for a period of two years. Unless terminated earlier pursuant to the terms of this Agreement, this Agreement will automatically renew for successive one-year periods upon expiration of the term of this Agreement. Either party can terminate the agreement upon at least 120 days notice prior to the end of the initial two years or any one year renewal thereof.

7.2 TERMINATION

A party shall be in default under this Agreement if it:

(a) ceases conducting business in the normal course, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any statute of any governing authority relating to insolvency or the protection of rights of creditors; or

(b) fails to perform any material obligation required to be performed by it under this Agreement for a period of 30 days after receipt of written notice by the other party of such failure.

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Netgear and Furness Logistics Operating Agreement

In such event, the non-defaulting party shall have the right to terminate this Agreement immediately by giving written notice to the other.

(c) Netgear shall have the right to terminate this agreement for convenience upon serving a 60 day written notice to the other party. Furness Logistics shall have the right to terminate for convenience upon providing a 120 day notice to Netgear.

7.3. EFFECT OF EXPIRATION OR TERMINATION

Upon expiration or any termination of this Agreement by either party:

(a) Netgear shall pay all undisputed amounts or charges owed to Furness Logistics as provided in this Agreement, provided that Netgear shall have the right to set-off any such amounts or charges owed to Furness Logistics against any amounts owing to Netgear by Furness Logistics pursuant to this Agreement. If the aggregate amount owing by Netgear to Furness Logistics is less than the aggregate amounts owing by Furness Logistics to Netgear. Furness Logistics shall pay such net amount owing to Netgear promptly and in full within forty-five days of the date which is the earliest of expiration or termination, as the case may be.

(b) The provisions of this Agreement relating to Confidential and Proprietary Information (Section 8),. Warranties (Section 10), Indemnification (Section 11) and Section 14.1, shall remain in effect beyond any expiration or termination.

(d) Furness Logistics shall return all Netgear Proprietary Information, and under Netgear's supervision, destroy or erase all copies of such Netgear Proprietary Information in the possession of Furness Logistics or any of its Affiliates or their respective employees, consultants, agents or representatives, including copies on paper or other hard copy and copies on computer or other storage media.

7.4. DUTY TO FULFILL

Notwithstanding any termination or expiration of this Agreement, Furness Logistics agrees to manage all inventory control functions and to fulfill all Orders placed prior to the date of expiration or termination in accordance with the terms of this Agreement if such Orders have not previously been cancelled.

8. CONFIDENTIAL AND PROPRIETARY INFORMATION

8.1 PROTECTION OF INFORMATION

During the term of this Agreement, the parties anticipate that each shall disclose to the other in connection with this Agreement certain of its Confidential Information. The recipient shall protect the disclosed Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the recipient uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care. Recipient's duty to protect the Confidential Information disclosed under this Agreement shall expire three years from the expiration or termination of this Agreement, except that source code shall be protected hereunder indefinitely. Except as permitted by this Agreement, the recipient shall disclose no part of such Confidential Information to anyone except to those of its employees or contractors who have (i) a need to know the same to accomplish the purposes of this Agreement, (ii) signed an Agreement under which they shall keep confidential such Confidential Information (iii) before receiving access to the Confidential Information, acknowledged its confidential, proprietary and trade secret nature, (iv) agreed to use such Confidential Information only for the purposes of performing recipient's obligations under this Agreement. The terms of this Agreement may also be disclosed to directors, officers, employees, attorneys, accountants, contractors, banks or actual or potential financing sources of recipient, but only if and to the extent such persons need to know the information for the performance of their duties and are subject to confidentiality agreements or fiduciary duties of confidentiality to recipient and agree to use such information only for such duties.

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Netgear and Furness Logistics Operating Agreement

This Agreement imposes no restriction upon the recipient with respect to disclosure or use of information: (a) that was in the recipient's possession before receipt from the discloser; (b) that is or becomes (prior to such disclosure or use) a matter of public knowledge through no fault of the recipient; (c) that is received by the recipient from a third party without a duty of confidentiality; (d) that is disclosed by the discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by the recipient; (e) to the extent disclosed in accordance with the order or requirement of a court, administrative agency, or other governmental body (provided, however, that the receiver shall provide prompt notice thereof to enable the discloser to seek a protective order or otherwise prevent such disclosure); or (f) that is disclosed by the recipient with the discloser's prior written approval; or (g) as required by the federal securities law and rules and regulations thereunder.

8.2 PUBLICITY

All press releases and printed material using the name, logo or other identifying characteristics of a party shall be subject to prior approval of the other party.

8.3 CONFIDENTIALITY

Each party agrees that the price of services negotiated by it and provided to the other party shall be deemed to be Confidential Information of that party. Each party agrees not to discuss the origins of such information with any third party. Each party agrees not to use such information to solicit a discount from the disclosing supplier, from any of the supplier's competitors or from any other supplier for use by the recipient other than for the purposes of performing its obligations under this Agreement. Each party acknowledges that unauthorized disclosure of such information may irreparably damage the discloser's relationship with its suppliers and that any benefit accruing to the recipient shall belong to Netgear and/or the disclosing party.

8.4 INJUNCTIVE RELIEF

Each party acknowledges that damage from improper disclosure of Confidential Information is irreparable and that it would be extremely impracticable to measure the resulting damages. Accordingly, in addition to any other rights and remedies that a party may have, the injured party is entitled to equitable review, including preliminary and permanent injunction, and the other party expressly waives the defense that a remedy in damages will be adequate.

8.5 RETURN OF CONFIDENTIAL INFORMATION

If this Agreement is terminated, and upon request of the discloser, the recipient shall promptly return all Confidential Information received from the discloser, together with all copies, or if requested by the discloser, certify that all such Confidential Information has been destroyed.

9.0 CAPITAL ASSETS

In order to perform the testing, rework, conversions and repackaging that may be required as stipulated in the Specific Services Addendum, Furness Logistics may have to use certain capital equipment specified by Netgear. If Furness Logistics can use the equipment for current or future applications other than for Netgear assemblies, this equipment shall be the property of Furness Logistics and shall be funded as such. If the capital equipment cannot be used by other non-Netgear applications, such equipment shall be solely the property of Netgear and shall have Netgear asset tags affixed to the equipment. Such property shall be funded by Netgear.

Furness Logistics shall maintain inventory of all capital assets, regardless of ownership, and shall provide inventory records to Netgear on demand. Inventory records should include, but not be limited to, date of acquisition, description of asset, serial number, and location.

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Netgear and Furness Logistics Operating Agreement

10. WARRANTIES

10.1. SERVICES

Furness Logistics warrants that all Services performed under this Agreement will be performed in a competent, professional manner and in accordance with the Statement of Work and the applicable Services under this Agreement.

10.2. LIMITATIONS

THIS CLAUSE 10.2 SETS OUT THE FURNESS LOGISTICS SOLE OBLIGATION AND LIABILITY, AND NETGEAR'S EXCLUSIVE REMEDIES, FOR CLAIMS BASED ON SERVICE OR THE SUBJECT MATTER OF ANY SERVICE AND REPLACES ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PROVIDED ALWAYS THAT THE FURNESS LOGISTICS DOES NOT EXCLUDE OR LIMIT ITS LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE NOR LIABILITY FOR BREACH OF ANY TERM IMPLIED BY STATUTE TO THE EXTENT THAT SUCH LIABILITIES CANNOT BY LAW BE LIMITED OR EXCLUDED.

11. INDEMNIFICATION

11.1. INDEMNIFICATION BY NETGEAR

Netgear will, at its expense and at Furness Logistics request, defend any claim or action brought against Furness Logistics by a third party (i) to the extent that it is based on a claim that any Specification provided under this Agreement infringes or violates any patent, copyright, trademark, trade secret or other proprietary right of the third party or (ii) to the extent caused by any grossly negligent act or omission or willful misconduct of Netgear; and Netgear will indemnify and hold Furness Logistics harmless from and against any costs and liability reasonably incurred by Furness Logistics that are attributable to that claim, subject to compliance with the notice provisions below.

Netgear shall have no liability if the alleged infringement is the result of Furness Logistics modification or alteration of the Specification; or Netgear's compliance with Furness Logistics specifications, designs, or processes; or if Furness Logistics had actual notice that use of such Specification or its incorporation into a product would cause such infringement; provided, however, that if Furness Logistics has such actual notice and promptly informs Netgear of such actual notice. Furness Logistics shall not be liable for failure to deliver Products hereunder, but only to the extent that such failure is a result of such actual notice.

11.2. INDEMNIFICATION BY FURNESS LOGISTICS

Furness Logistics will, at its expense end at Netgear's request, defend any claim or action brought against Netgear by a third party to the extent caused by any negligent act or omission or willful misconduct of Furness Logistics or its Affiliates: and Furness Logistics will indemnify and hold Netgear harmless from and against any costs and liability reasonably incurred by Netgear that ore attributable to that claim, subject to compliance with the notice provisions below.

11.3. PROCEDURE FOR INDEMNIFICATION

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Netgear and Furness Logistics Operating Agreement

If any claim or action shall be brought or asserted against an indemnified party as provided above (the "Indemnified Party") in respect of which indemnity may be sought from an indemnifying party under such Sections (the "Indemnifying Party") the Indemnified Party shall promptly notify the Indemnifying Party who shall assume the defense thereof and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Party shall only relieve the indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel in any such claim or action and participate in the defense thereof, but the fee and expenses of such counsel shall be at the expense of the Indemnified Party, unless (i) the employment thereof shall have been specifically directed and required by the Indemnifying Party or (ii) the Indemnifying Party shall have elected not to assume the defense and employ counsel. Without the consent of the Indemnified Party, the Indemnifying Party shall have no right to settle or compromise on any non-monetary matter.

11.4. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF OBLIGATIONS UNDER SECTION (8) OF THIS AGREEMENT (CONFIDENTIAL AND PROPRIETARY INFORMATION) AND OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION), TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL NETGEAR BE LIABLE TO SUPPLIER OR ANY OTHER PERSON FOR ANY INDIRECT (INCLUDING BUT NOT LIMITED TO LOST PROFITS), SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF NETGEAR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PERSON.

EXCEPT FOR BREACHES OF OBLIGATIONS UNDER SECTION (8) OF THIS AGREEMENT (CONFIDENTIAL AND PROPRIETARY INFORMATION) AND OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION), TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL FURNESS LOGISTICS BE LIABLE TO NETGEAR OR ANY OTHER PERSON FOR ANY INDIRECT (INCLUDING BUT NOT LIMITED TO LOST PROFITS), SPECIAL. INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUPPLIER SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PERSON.

12. GENERAL PROVISIONS

12.1. ACCESS TO FACILITIES

Netgear shall have the right to review and audit Furness Logistics facilities, operations, and procedures at any reasonable time with reasonable notice for purposes of determining compliance with the requirements of this Agreement. From time to time Netgear's Customers will request the right to review Furness Logistics facilities and operations for the purpose of qualification. Furness Logistics agrees to permit such Customer surveys with five to ten working days notice, provided Furness Logistics does not consider such Customer of Netgear to be a competitor of Furness Logistics or one of Furness Logistics customers.

12.2. FORCE MAJEURE

"Force Majeure" shall include all acts or events beyond the control of a party, including but not limited to acts of God, government restrictions, continuing domestic or international problems such as wars or insurrections, strikes, fires, floods, work stoppages, and embargoes, which prevent totally or partially the fulfillment of the obligations of either party.

A party affected by an event of Force Majeure shall be released without any liability on its part from the performance of its obligations (other than an obligation to pay money) under this Agreement and the applicable Site

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Netgear and Furness Logistics Operating Agreement

Agreement, if any, but only to the extent and only for the period that its performance of such obligations is prevented by circumstances of Force Majeure and provided that such party shall have given prompt notice to the other party. Such notice shall include a description of the nature of the event of Force Majeure, its cause, and its possible consequences. The party claiming circumstances of Force Majeure shall promptly notify the other party of the conclusion of the event. The period of Force Majeure shall be deemed to commence on the date that the event of Force Majeure first occurs. Regardless of the excuse of Force Majeure, if either party is not able to perform within ninety
(90) days after such event, the other party may terminate the Agreement. Termination of this Agreement shall not affect the obligations of either party which exist as of the date of termination.

During the period that the performance by one of the parties of its obligations under this Agreement or a Site Agreement has been suspended by an event of Force Majeure, the other party may likewise suspend the performance of all or part of its obligations under this Agreement.

13. NOTICES

All notices shall be sent by certified mail, postage prepaid, by personal delivery, courier service, or by facsimile or other form of recorded communication to the parties at their respective addresses set forth below. Any notices given shall be deemed to have been received as follows: if sent by facsimile or other form of recorded communication, when transmitted; if sent by certified mail, on the date of delivery as shown on the return receipt; and if by courier service, on the date delivered. Either party may change its notice address by written notice to the other.

If to Furness Logistics:                             If to Netgear:
Trade Boulevard 4                                    Netgear, Inc.
4761 RL Moerdijk                                     4401 Great America Parkway
The Netherlands                                      Santa Clara, CA 95052-8185

Attention:

With a copy to CFO at the same address

14.1. EXPORTS AND CUSTOMS

Each party agrees that it will not knowingly (i) export or re-export, directly or indirectly, any technical data (as defined by the U.S. Export Administration Regulations), including software received from the other under this Agreement or
(ii) export or re-export, directly or indirectly, any direct product of such technical data, including software, to any destination to which such export or re-export is restricted or prohibited by U.S., or applicable non-U.S. law without obtaining prior authorization from the U.S. Department of Commerce and/or other competent government authorities to the extent required by those laws. This clause shall survive termination or cancellation of this Agreement.

Unless otherwise set forth in this Agreement, Furness Logistics shall take all administrative actions required to produce customs invoices and country of origin documents for all shipments crossing international borders which comply with all laws, treaties and regulations of both the exporting country and the importing country. If a Product includes Materials having different countries of origin, the different countries of origin must be identified on the customs invoices, along with the related quantities/serial numbers of such Materials. Furness Logistics shall be solely responsible for all fines, penalties and costs resulting from a customs invoice not being so compliant.

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Netgear and Furness Logistics Operating Agreement

Furness Logistics shall perform all administrative actions required to determine the eligibility of each Product for preferential treatment under the rules of any applicable trade treaties/agreements and, if eligible, provide the necessary documentation and obtain such preferential treatment. Furness Logistics shall use it's best efforts to minimize any penalties and costs resulting from any such documents subsequently determined to be invalid, shall maintain all documentation to support the eligibility and shall respond in a timely manner to verification questionnaires or reviews.

14.2. AMENDMENT, MODIFICATION OR WAIVER

The provisions of this Agreement may be amended or waived only by an instrument in writing signed by the authorized representatives of each party, except as otherwise expressly provided in this Agreement.

14.3. DISASTER RECOVERY PLAN

Furness Logistics agrees to develop and maintain a disaster recovery plan to be put into effect in the event that it becomes unable to fulfill Orders for any reason for a period of more than 15 calendar days. The disaster recovery plan shall be submitted by Furness Logistics to Netgear for review within 15 days of the Effective Date of this Agreement, and shall be reviewed yearly thereafter. Furness Logistics agrees that the disaster recovery plan must enable Furness Logistics to continue to fulfill Orders in accordance with the time schedules required under this Agreement.

14.5. INDEPENDENT CONTRACTOR

This Agreement shall not constitute Furness Logistics the agent or legal representative of Netgear for any purpose and Furness Logistics shall not hold itself out as an agent of Netgear other than as expressly provided in this Agreement. This Agreement creates no relationship of joint venturers, partners, associates, employment or principal and agent between the parties, and both parties are acting as independent contractors. Neither party shall have the right to exercise any control or direction over the operations, activities, employees or agents of the other party in connection with this Agreement. Furness Logistics is not granted any right or authority to, and shall not attempt to, assume or create any obligation or responsibility for or on behalf of Netgear. Furness Logistics shall not have any authority to bind Netgear to any contract, whether of employment or otherwise, and Furness Logistics shall bear all of its own expenses for its operations, including, without limitation, the compensation of its employees and sales people and the maintenance of its offices, service, warehouse and transportation facilities. Furness Logistics shall be solely responsible for its own employees and sales people and for their omissions, acts and the things done by them. Netgear expressly disclaims any liability for any commitments on behalf of Netgear made by Furness Logistics.

14.6. FURNESS LOGISTICS RESPONSIBLE FOR ITS SUBCONTRACTORS

The acknowledgment by Netgear of any subcontractor of Furness Logistics shall in no way be construed to relieve Furness Logistics of any of its duties, responsibilities and obligations to Netgear under this Agreement.

14.7.1 NO ASSIGNMENT

Neither this Agreement nor any right or obligation under it shall be assigned or delegated by Furness Logistics, voluntarily or by operation of law, without the prior written consent of the other party, which consent may not be unreasonably withheld. Any attempted Assignment shall be deemed voidable. An attempted assignment shall be deemed to occur in the event of a sale or transfer of substantially all of the assets of, or a majority interest in, the voting shares to, or the merger or consolidation with or into, any other entity.

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Netgear and Furness Logistics Operating Agreement

14.8. APPLICABLE LAW

All issues and questions concerning the construction, validity, enforcement, interpretation and performance of this Agreement, the rights and obligations arising hereunder and any purchase made hereunder shall be governed by the laws of the State of California and the federal laws of the United States applicable therein, without reference to the UNCITRAL Conventions on Contracts for the International Sale of Goods and without giving effect to any choice of law or conflict of law, rules or provisions (whether of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than California. The parties hereto submit to and consent to the nonexclusive jurisdiction of the courts located in the State of California.

14.9. RIGHTS CUMULATIVE

Except as otherwise expressly provided in this Agreement or in any Site Agreement, all rights and remedies conferred by this Agreement, by any other instrument, or by law are cumulative and may be exercised singularly or concurrently.

14.10 SEVER ABILITY

If any one or more of the provisions of this Agreement for any reason shall be held to be invalid, illegal, or unenforceable in any respect by any law or regulation of any government or by any court, such provision shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never existed, except in those instances where removal or elimination of such provision would result in a failure of consideration under this Agreement.

14.11. ENTIRE AGREEMENT

This Agreement and each Site Agreement, including all Exhibits, constitutes the entire Agreement between the parties pertaining to the subject matter of this Agreement. This Agreement supersedes all prior agreements and understandings between the parties, written or oral, with respect to such subject matter. No representations or statements of any kind made by any representative of Netgear which are not stated in this Agreement shall be binding on Netgear. No course of dealing or course of performance shall be relevant to explain or supplement any term expressed in this contract.

14.10 NO COLLATERAL

Furness Logistics will not attach, or cause liens to be attached to any of our inventory, and that they will not use our inventory as collateral for any purposes.

Netgear, Inc. CONFIDENTIAL INFORMATION Page 12

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Netgear and Furness Logistics Operating Agreement

SPECIFIC SERVICES AND AGREEMENTS ADDENDUM

FINISHED GOODS

2.1 PROCESS OVERVIEW & ENVIRONMENT

The requirement is to receive, into a bonded warehouse, a regular receipt of product, which has been manufactured in Asia. The product is to be stored, controlled and accounted for and then picked to match specific customer order requirements for mainland Europe (85% of the volume) and UK orders (15% of the volume).

WAREHOUSES IN THE NETHERLANDS

In the Netherlands Furness operates 1.2 million sq ft modern warehouses at Dordrecht, Moerdijk (both close to Rotterdam)and 's-Heerenberg (close to the German border).

REAL TIME OPERATION

At all our warehouses the operation is real time. The product flow through the warehouse is bar code controlled from handling-in till the loading of the truck. Further we use RF equipment as result of which stock is updated immediately when the goods are put on location and after the pick.

SECURITY SYSTEMS

We have video cameras throughout the warehouse monitoring all activities. The tapes are kept for a period of 4 month. We have a burglar alarm throughout the warehouse even in the walls connected with a security company and a fire alarm system directly connected with the fire station.

BONDED WAREHOUSE

Like all our warehouses the warehouse is bonded. We have the license type E, meaning that we can store bonded and non- bonded even together at the same location. License E is a fictitious administrative system, which allows us to ship 24 hours per day and only declare to customs once a month.

LEAD-TIME

Standard is that orders received before 1200 are ready for shipment the same day.

Netgear, Inc. CONFIDENTIAL INFORMATION Page 13

Netgear and Furness Logistics Operating Agreement

2.2 RECEIPT

100 to 120 pallets per week, forecast to double over next 12 months. 95+% of this volume is containerized sea freight. The receipts will be delivered throughout the week. The remaining is by ad-hoc airfreight. All pallets are 120
x 120 x 120 plywood-shipping pallets.

The shipment is to be verified against the packing list and/or invoice, booked into the storage location and all Sun System receipt transactions to be completed on the day of delivery.

The majority of pallets received will contain single part numbers. Where a pallet contains mixed part numbers it will be split down into an individual part number per pallet.

Approximately 1 month's supply of product is held stock i.e. 800-1000 pallets, covering approximately 250 part numbers. All products are to receive a weekly physical stock check or cycle count.

Netgear has five primary stockroom locations within the Sun System; IQC, two finished goods locations, stock rotation and warranty returns. Receipts must be played into the correct location based on the specific type of transaction.

Furness Logistics will provide a safe and secure warehouse environment.

A product identification, not necessarily a bar code id, is sufficient to handle incoming products. Trucks/containers arriving before 1600 hours will be off loaded and the goods put on location the same day. This also applies for the stock update.

After discharge the products will be sorted by SKU (stock keeping unit) and checked on outer damage and quantity. The system will create a location and a put away. For the storage of pallets we maintain a free storage system although products of a customer are stored as much as possible together. For shelves and bins we maintain a fixed storage location system. Depending whether the customer maintain a strict FIFO system or not the incoming products will added to a location containing the same product or a new location will created.

The person bringing the product on location will scan the put away and then the location. If the scanner will tell him that he is at the right location he will put the product on location and confirm this and through RF stock will be updated.

Netgear, Inc. CONFIDENTIAL INFORMATION Page 14

Netgear and Furness Logistics Operating Agreement

2.3 ORDER PICKING

The current Netgear customer base is thirty-two. The average number of customer orders per month is 200. The average number of lines per customer order is seven
(7). Orders are placed over night (in the US) and are visible by 7am at which time an order requirement report (shippable backlog) is to be produced. The majority of shipments (+95%) are in full case and pallet quantities, but there are some shipments that require case breaks.

All orders are to be picked, made ready for dispatch and confirmed on the system by 16:00 Europe time, with all stock being picked on a FIFO basis.

Weekly order volumes are expected 10 fluctuate by plus or minus 25% per week, with the third week of the month seeing the highest volume.

The required service level is for all Customer orders to be dispatched from the distribution hub within 48 hours of entering on Sun.

2.4 SHIPMENT QUALITY AND MIS-SHIPS

All packing list and commercial invoice are to be generated from the Sun System. All shipments are to be audited to confirm 100% accuracy to Customer order and packing / delivery specifications (which may vary from Customer to Customer).

Mis-shipments are shipments reported by Netgear's customer that do not contain what the invoice declared. In this case, Netgear credits the customer and then charges the Furness Logistics for the inventory standard cost of the missing items. Upon review of the audit trail documentation, if the Furness Logistics can prove to Netgear that it did infact ship what the invoice called for, and then Netgear will reimburse the service provider for the mis-ship charge.

2.5 IMPORT/EXPORT CUSTOMS CLEARANCE AND VAT

Netgear will use it's own freight forwarder and customs broker to manage the import of finished goods and raw materials from it's Asia trading partners to the distribution center.

Furness Logistics will be responsible for completing all required export documentation and complying with export formalities throughout the European continent.

Furness Logistics agrees to provide VAT Management Services to Netgear and the cost of such services has been factored into the proposed cost and cost model agreement. Another administrative obligation Furness has to fulfil on behalf of Netgear Inc. is the filing and reporting of all Intra EU-transactions. Declarations have to be sent to the Central Bureau of Statistics. The commercial invoices mentioned under Customs are also used to meet these requirements

Netgear, Inc. CONFIDENTIAL INFORMATION Page 15

Netgear and Furness Logistics Operating Agreement

2.6 TRANSACTION PROCESSING

All receipts & picks/dispatches are to be transacted daily on Netgear's Sun System. The service provider will be expected to provide and maintain a full warehouse management system to control the inventory held and to ensure "back to back" accuracy with Netgear's Sun System.

Furness Logistics will provide two administrative resources to play all receipt and shipment transactions in the Sun System on a daily basis.

2.7 TRANSPORTATION

All import transportation costs will be paid for and managed by Netgear Inc.

Furness Logistics will provide freight out transportation services to Netgear customers. All outbound transportation costs will be paid for by Furness Logistics and then invoiced to Netgear at the agreed to rate schedule attached to this document. Transportation cost are over and above the agreed to cost model for distribution services.

2.8 RMA (RETURN MATERIAL AUTHORIZATION) PROCESSING

Currently, approximately 31 RMA Orders per month of "faulty" product are returned to the distribution hub from Netgear Customers. This represents 408 line items and 3200 units per month. This is audited against RMA information in SUN and transacted to allow credits to be issued to Netgear Customers. A nominated carrier then returns the product to Hong Kong.

The cost to receive, inventory, report, stage and ship RMA's has been included in the cost plus model.

2.9 ADDITIONAL ACTIVITIES

RMA TEST & REPACK:

The intention is to introduce a screening process for RMA returns, with No Fault Found units being returned to stock and faulty units being sent for replacement or repair. Often the RMA units will require repackaging into a new "gift" or retail carton. Netgear will be responsible for supplying any test specifications, equipment, packaging, materials and training.

The cost to test and repackage product will be negotiated at a later date on a cost per unit basis.

CONVERSION:

This is an activity, which will involve the re-packing of product and the addition of specific items such as manuals or a change in power cords, or a change in retail packaging etc. The repacked item would be assigned a different pan number.

The cost of managing conversions will be negotiated at a later date on a cost per unit basis.

Netgear, Inc. CONFIDENTIAL INFORMATION Page 16

Netgear and Furness Logistics Operating Agreement

2.10 COST PLUS MODEL

Netgear intends to manage the European distribution center on a cost-plus model basis. Freight charges are to be excluded from the cost model and will be managed separately. The cost of RMA Test, Repackaging and Conversion will also be excluded from the cost model.

2.11 REPORTING:

Netgear will be provided with direct access to service Furness Logistics systems limited to Netgear account information. This would be via web access or modern access. This would include access to on-hand inventory, receipts, shipments, RMA's etc. Netgear will also be allowed to run any standard or custom reports available to Netgear for comparison to Netgear's Sun System database. Furness Logistics will provide Netgear with daily access to web site and account activity. Furness Logistics will provide Netgear with mutually agreed to set of standard reports on a daily, weekly and/or monthly basis as required.

2.12 PERFORMANCE INDICATORS

Inbound flows

The time for handling in and stock up date is depending on the number of SKU in the incoming container. Standard is that product is handled in the stock updated the day of arrival. The lead time measured through scanning.

Warehousing

Furness Logistics accepts an inventory accuracy of [*] and accept full responsibility for missing goods. Measurement method: cycle count.

Order picking

Standard is that orders received before noon are ready for shipment the same day. Depending on the number of orders and lines to be shipped an agreement has to be reach on the percentage of orders to be received over night. Measurement method the system will tell when an order is ready for shipment.

Order correctness

99.85 % of the order lines picked under the condition that the content of the cartons in stock is correct.

Administrative

% of reported non-conformities per day [*]

Distribution

Furness Logistics do not accept direct liability for on time deliveries as delivery is subcontracted. However the carriers used offer a [*] on- time delivery but do not guarantee same.

Netgear, Inc. CONFIDENTIAL INFORMATION Page 17

Netgear and Furness Logistics Operating Agreement

3.0 SUMMARY

Netgear will provide its own marine and property insurance to cover fires, flood, and other acts of god. Furness Logistics will be insured at it's own cost for workers compensation and losses and damages caused by Furness Logistics negligence.

Furness Logistics will not charge Netgear start up cost. In case a system interface has to be built it is agreed that each party bears its own cost.

Netgear can use Furness VAT and deferment account for the duration of the relationship.

Furness Logistics agrees to provide Netgear with web-based access to account information.

Furness Logistics accepts [*] responsibility for inventory discrepancies from the time of receipt to the time of shipment, or while in the care, custody and control of Furness Logistics.

Furness Logistics agrees to have Netgear Sun System installed at our site and we will process transactions according to Netgear requirements.

Furness Logistics agrees to a cost plus model pricing with a quarterly review.

All inventories will remain the property of the Netgear. The service provider will be financially liable for any and all inventory variances while the inventory is in the care, custody and control of the Furness Logistics. Reimbursement for unexplained variance will be at the full inventory standard cost reflected on Netgear's books.

Furness Logistics will designate a Netgear Account Manager to address any/all operational, business and continuous improvement plans with.

Furness Logistics will produce periodic performance, measurement and activity reports.

A periodic management review (initially monthly leading to quarterly) will take place between Netgear and the Furness Logistics to review specific agenda items (to be mutually agreed).

Netgear, Inc. CONFIDENTIAL INFORMATION Page 18

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Netgear and Furness Logistics Operating Agreement

PRICING TABLE

QUOTATION (BASED ON COST PLUS)

ANNUAL COST INDICATION

Inbound                         Euro  [*]

Warehousing                     Euro  [*]

Weekly inventory count          Euro  [*]

Outbound                        Euro  [*]

Wrapping foil                   Euro  [*]

One way pallets                 Euro  P.M.

RMA                             Euro  [*]

Customs/fiscal rep.             Euro  [*]

Account manager                 Euro  [*]

Administrative support          Euro  [*]

Total Annual Cost to Netgear    Euro  [*]

MANAGEMENT FEE AND OVERHEAD INCLUDED IN TOTAL COST

12% on warehouse rent and equipment

20% on labor

Wrapping foil              Euro  1,35
One way pallets            Euro  5,00

Packaging material As per outlay
Labels as per outlay

Netgear, Inc. CONFIDENTIAL INFORMATION Page 19

Netgear and Furness Logistics Operating Agreement

TRANSPORTATION SERVICES

                         RATE         USUAL TRANSIT TIME
DESTINATION              EUR           IN WORKABLE DAYS
-------------------------------------------------------
Germany                  7.80             2 or 3
-------------------------------------------------------
France                  12.00             3 or 4
-------------------------------------------------------
United Kingdom          12.00             3 or 4
-------------------------------------------------------
Austria                 12.90             4 or 5
-------------------------------------------------------
Belgium                  6.50             1 or 2
-------------------------------------------------------
Denmark                 13.40             3 or 4
-------------------------------------------------------
Finland                 33.30             6 or 7
-------------------------------------------------------
Italy                   18.10             4 or 5
-------------------------------------------------------
Holland                  5.80             1
-------------------------------------------------------
Norway                  29.60*            5, 6 or 7
-------------------------------------------------------
Spain                   27.00             4 or 5
-------------------------------------------------------
Sweden                  18.60             4 or 5
-------------------------------------------------------
Switzerland             10.90*            5 or 6
-------------------------------------------------------

* Customs clearance not included

Netgear, Inc. CONFIDENTIAL INFORMATION Page 20

Netgear and Furness Logistics Operating Agreement

Netgear, Inc. CONFIDENTIAL INFORMATION Page 21

WEIGHT IN KG                BELGIUM   ZONE 1      ZONE 2     ZONE 3    ZONE 4     ZONE 5   ZONE 6      ZONE 7      ZONE 8    ZONE 9
                              ECX      ECX         ECX        ECX       WPX        WPX       WPX        WPX         WPX        WPX
 0.5                         18.88     19.12       20.09      21.01     32.82      38.51     46.52      46.98       58.78      63.50
 1.0                         19.76     21.66       22.63      24.02     35.83      42.31     51.61      51.24       64.48      70.82
 1.5                         20.80     24.21       25.18      26.98     38.79      46.15     56.70      55.50       70.12      78.13
 2.0                         21.48     26.75       27.73      29.99     41.80      49.94     61.79      59.75       75.82      85.44
 2.5                         22.31     29.30       30.27      32.96     44.76      53.78     66.88      64.01       81.46      92.76
 3.0                         23.19     31.84       32.82      35.96     47.77      57.58     71.97      68.27       87.16     100.07
 3.5                         24.02     34.39       35.36      38.93     50.73      61.42     77.07      72.53       92.80     107.38
 4.0                         24.90     36.94       37.91      41.93     53.74      65.22     82.16      76.79       98.50     114.70
 4.5                         25.73     39.48       40.45      44.90     58.70      69.06     87.25      81.05      104.14     122.01
 5.0                         26.61     42.03       43.00      47.91     59.71      72.85     92.34      85.30      109.84     129.51
 5.5                         26.94     42.91       44.20      49.62     61.61      75.35     96.60      88.87      115.16     136.54
 6.0                         27.31     43.74       45.41      51.33     63.55      77.81    100.86      92.39      120.48     143.53
 6.5                         27.63     44.62       46.61      53.04     65.55      80.31    105.11      95.95      125.80     150.52
 7.0                         28.00     45.45       47.81      54.76     67.39      82.78    109.37      99.47      131.50     157.51
 7.5                         28.33     46.33       49.02      56.47     69.29      85.26    113.63     103.03      137.33     164.55
 8.0                         28.70     47.17       50.22      58.18     71.23      87.71    117.89     106.55      143.21     171.53
 8.5                         29.02     48.04       51.42      59.89     73.13      90.21    122.15     110.11      149.04     178.52
 9.0                         29.39     48.88       52.63      61.61     75.08      92.66    125.41     113.63      154.92     185.51
 9.5                         29.72     49.76       53.83      63.32     76.97      95.16    130.99     117.20      160.75     192.55
10.0                         30.09     50.59       55.03      65.03     78.92      97.62    135.71     120.71      166.63     199.54
10.5                         30.32     51.19       55.96      68.28     80.17      99.38    138.67     122.89      169.73     204.07
11.0                         30.55     51.75       56.88      67.58     81.46     101.09    141.68     125.02      172.83     208.88
11.5                         30.78     52.35       57.81      68.83     82.78     102.85    144.69     127.19      175.93     213.19
12.0                         31.01     52.90       58.74      70.12     84.05     104.58    147.70     129.51      179.03     217.77
12.5                         31.24     53.51       59.66      71.37     85.35     106.32    150.71     131.91      182.13     222.31
13.0                         31.47     54.08       60.59      72.67     86.65     108.03    153.71     134.27      185.23     228.89
13.5                         31.71     54.88       61.51      73.92     87.94     109.79    156.72     136.64      188.34     231.43
14.0                         31.94     55.22       62.44      75.21     89.24     111.50    159.73     139.00      191.48     238.01
14.5                         32.17     55.82       63.36      76.48     90.53     113.25    162.74     141.36      194.58     240.55
15.0                         32.40     56.38       64.29      77.76     91.83     114.97    165.75     143.72      197.69     245.08
15.5                         32.63     56.98       65.22      79.01     93.13     116.73    168.71     146.08      200.79     249.66
16.0                         32.86     57.53       66.14      80.31     94.42     118.44    171.72     148.48      203.89     254.20
16.5                         33.09     58.13       67.07      81.56     95.72     120.20    174.73     150.84      206.99     258.76
17.0                         33.33     58.69       67.99      82.85     97.01     121.92    177.74     153.21      210.09     263.32
17.5                         33.56     59.29       68.92      84.10     98.31     123.68    180.75     155.57      213.19     267.90
18.0                         33.79     59.85       69.84      85.40     99.61     125.39    183.75     157.93      216.29     272.44
18.5                         34.02     60.45       70.77      86.66    100.90     127.15    186.76     160.29      219.39     277.02
19.0                         34.25     61.00       71.70      87.94    102.20     129.00    189.77     162.69      222.54     281.56
19.5                         34.48     61.61       72.62      89.19    103.49     130.94    192.78     165.05      225.64     286.09
20.0                         34.71     62.16       73.55      90.49    104.79     132.84    195.79     167.41      228.74     290.67
20.5                         34.85     62.58       74.10      91.23    105.58     134.32    198.24     169.45      231.57     294.70
21.0                         34.99     62.99       74.66      92.02    106.36     135.85    200.69     171.49      234.44     298.73
21.5                         35.13     63.41       75.21      92.76    107.15     137.33    203.19     173.52      237.31     302.75
22.0                         35.27     63.83       75.77      93.54    107.94     138.86    205.65     175.56      240.13     308.78
22.5                         35.41     64.24       76.32      94.28    108.72     140.34    208.10     177.60      243.00     310.76
23.0                         35.55     64.66       78.88      95.07    109.51     141.87    210.60     179.63      245.82     314.79
23.5                         35.69     65.08       77.44      95.81    110.30     143.35    213.05     181.67      248.89     318.82
24.0                         35.83     65.49       77.99      96.60    111.09     144.87    215.51     183.71      251.58     322.84
24.5                         35.96     65.91       78.55      97.34    111.87     146.36    218.01     185.74      254.39     326.87
25.0                         38.10     66.33       79.10      98.13    112.66     147.84    220.46     187.78      257.26     330.90
Addit. 0.5kg 25.5-50kg        0.15      0.43        0.61       0.84      0.87       1.50      2.47       2.04        2.85       4.02
Tariff 50 kg                 43.05     86.00      108.87     137.19    154.45     222.96    343.95     289.61      399.81     532.01
Addit. 0.5kg 50.5-100kg       0.15      0.43        1.27       1.48      1.55       1.50      2.47       2.04        2.85       4.02
Tariff 75 kg                 49.99    105.67      168.43     211.02    232.12     298.03    457.39     391.44      542.37     733.12
Tariff 100 kg                56.93    125.34      232.08     284.84    309.74     373.15    590.88     493.27      684.93     934.23
Addit. 0.5kg 100.5-200kg      0.20      0.43        1.17       1.43      1.55       1.50      2.47       2.04        2.85       4.02
Tariff 150 kg                75.45    168.43      349.18     427.40    485.03     523.35    837.82     696.92      970.05    1338.45
Tariff 200 kg                93.96    211.71      466.25     569.96    620.32     673.55   1084.75     900.58     1255.17    1738.87
Addit. 0.5kg >200 kg          0.25      0.51        1.27       1.43      1.55       2.34      3.64       3.11        5.19       6.49

Netgear, Inc. CONFIDENTIAL INFORMATION Page 22

Netgear and Furness Logistics Operating Agreement

Euro per shipment or per 0.5 kg excl. fuel surcharge

----------------------------------------------------------------------------------------------------------------------------------
                                                                    DHL zone-indexing 2001
----------------------------------------------------------------------------------------------------------------------------------
Albania                               9      Ecuador                                8        Libya                           (???)
Algeria                               9      Egypt                                  8        Liechtenstein                   (???)
American Samoa                        9      El Salvador                            9        Lithuania                       (???)
Andorra                               4      Equatorial Guinea                      9        Luxembourg                      (???)
Angola                                9      Eritrea                                9        Macau                           (???)
Angulila                              9      Estonia                                7        Macedonia                       (???)
Antigua                               8      Ethiopia                               9        Madagascar                      (???)
Argentina                             8      Faroe Islands                          9        Malawi                          (???)
Armenia                               7      Fiji                                   9        Malaysia                        (???)
Aruba                                 6      Finland                                3        Maldives                        (???)
Australia                             6      France                               1/2        Mali                            (???)
Austria                               3      French Guiana                          8        Malta                           (???)
Azerbaijan                            7      Gabon                                  9        Marshall Islands                (???)
Bahamas                               9      Gambia                                 9        Martinique                      (???)
Bahrain                               6      Georgia                                7        Mauritania                      (???)
Bangladesh                            9      Germany                              1/2        Mauritius                       (???)
Barbados                              9      Ghana                                  9        Mexico                          (???)
Belarus                               7      Gibraltar                              4        Moldova, Republic of            (???)
Belgium                               8      Greece                                 3        Monaco                          (???)
Belize                                9      Greenland                              9        Mongolia                        (???)
Benin                                 9      Grenada                                9        Montserrat                      (???)
Bermuda                               9      Guadeloupe                             9        Morocco                         (???)
Bhutan                                9      Guam                                   9        Mozambique                      (???)
Bolivia                               8      Guatemala                              9        Myanmar                         (???)
Bonaire                               6      Guernsey                               4        Namibia                         (???)
Bosnia & Herzegovina                  7      Guinea Republic                        9        Nauru, Republic of              (???)
Botswana                              9      Guinea Bissau                          9        Nepal                           (???)
Brazil                                8      Guyana (British)                       8        Nevis                           (???)
Brunei                                9      Haiti                                  9        New Caledonia                   (???)
Bulgaria                              7      Honduras (Republic)                    9        New Zealand                     (???)
Burkina Faso                          9      Hong Kong                              6        Nicaragua                       (???)
Burundi                               9      Hungary                                7        Niger                           (???)
Cambodia                              9      Iceland                                4        Nigeria                         (???)
Cameroon                              9      India                                  6        Niue                            (???)
Canada                                5      Indonesia                              6        Norway                          4
Canary Islands                        4      Iran                                   9        Oman                            8
Cape Verde                            9      Ireland, Republic of                   3        Pakistan                        8
Cayman Islands                        9      Israel                                 9        Panama                          8
Chad                                  9      Italy                                2/3        Papua New Guinea                9
Chile                                 8      Ivory Coast                            9        Paraguay                        8
China People's Republic               8      Jamaica                                9        Peru                            8
Colombia                              8      Japan                                  6        Philippines, The                6

Netgear, Inc. CONFIDENTIAL INFORMATION Page 23

Netgear and Furness Logistics Operating Agreement

Comores                               9      Jersey                                 4        Poland
Congo                                 9      Jordan                                 8        Portugal
Cook Islands                          9      KazaKhstan                             7        Puerto Rico
Costa Rica                            9      Kenya                                  8        Qatar
Croatia                               7      Kiribati                               9        Reunion Island of
Cuba                                  9      Korea, Republic of                     6        Romania
Curacao                               6      Kuwait                                 6        Russian Federation, The
Cyprus                                6      Kyrgyzstan                             7        Rwanda
Czech Republic. The                   7      Laos                                   9        Saipan
Denmark                               2      Latvia                                 7        San Marino
Djibouti                              9      Lebanon                                9        Sao Tome & Principe
Dominica                              9      Lesotho                                9        Saudi Arabia
Dominican Republic                    9      Liberia                                9

GERMANY (*)
ZONE 1                 NORTH AND WEST
Service Centers:       Bremen (BRE). Cologne (CGN), Dortmund (DTM), Duesseldorf (DUS), Frankfurt (FRA), Hannover (HAJ), Hamburg
                       (HAM)
Postal codes:          20000-38999   40000-54599  (???)4700-65936
ZONE 2                 EAST AND SOUTH
Service Centers:       Berin (BER), Freiburg (QFB), Karlsruhe (OKA), Leipzig (LEJ), Mannheim (MHN), Munich (MUC), Nuemberg
                       (NUE), Stuttgart (STR
Postal codes:          01000-19999  39000-39999  84600-64699  66000-99999
FRANCE (*)
ZONE 1                 NORTH
Service Centers:       Paris (CDG), La Havre (LEH), Lille (LIL), Metz (MZM). Orleans (ORE)
Postal codes:          02... 08... 10... 14... 18... 27... -28... 36... -37... 41... 45... 50... -52...  54... -55... 57... -62...
                       72... 75... -78... 80... 88... -89... 91...
                       EAST, WEST AND
ZONE 2                 SOUTH
Service Centers:       Bordeaux (BOD), Lyon (LYS), Marseille (MRS), Mulhouee (MLH), Nantes (NTE), Nice (NCE), Strasbourg (SXB),
                       Toulouse (TLS)
Postal codes:          01...   03...  04... -07...   09... 11... -13...  15... -17...  19... -28...  29... -35...   38...
                       -40... 42... -44... 46... -49...   53...  56...   63... -71...
                       79...   81... -87...  90...  98...
UNITED KINGDOM (*)
ZONE 1                 ENGLAND/WALES
Service Centers:       Birmingham (BHX), Bristol (BRS), Cambridge (CBG), East Midlands (EMA), Leeds (LBA), london-GatwicK (LOW),
                       London Heathro Liverpool (LPL), Manchester (MAN), Teesslda (MME), Newcastle (NCL), Reading (RED), Southampton
                       (SOU), Swindon (SWN)
Postal codes:          AL..-BS..   CA..-DA..   DE.. DH.. -EC.. EN.. EX..  FY.. GL... -MR.. MU..-IG.. IP..  KT.. L..-MK.. N.. -OX..
                       PE..  PL.. -TA.. TF
ZONE 2                 SCOTLAND/NORTHERN IRELAND
Service Centers:       Aberdeen (ABZ), Belfast (BFS), Edinburgh (EDI), Glasgow (GLA), Inverness (INV), Isle of Man (IOM)
Postal codes:          AB..  BT..   DD..   DO..   EH..   FK..   G.. HS..   IM..   IV..   KA..   KW..   KY..   ML..   PA..   PH..
                       TD..  ZE..
ITALY (**)
ZONE 2                 NORTH
Service Centers:       Ancona (AOI), Bergamo (BQY), Bologna (BLQ), Brescia (QBS), Florence (FLR), Genoa (QOA), Livamo (LEG),
                       Milan (MIL), Rome(???) Trieste (TRS), Turin (TRN), Vonice (VCE), Verona (VRN)
Postal codes:          00010-00199  02019  03010-04100  07010-67100  86010-93011 93013-93019  94010-94100
ZONE 3                 SOUTH
Service Centers:       Bari (BRI), Catania (CTA), Naples (NAP), Perugia(QPG)
Postal codes:          01010-02018  02020-02100   05010-06100   70010-86100 93012  93100   95010-98100

Netgear, Inc. CONFIDENTIAL INFORMATION Page 24

Netgear and Furness Logistics Operating Agreement

                                                                                        RATES
FURNESS LOGISTICS    DISTRIBUTION FROM TERMINAL MOERDIJK TO EUROPEAN DESTINATIONS      IN EURO
NUMBER OF
100 X 120CM
PALLETS            10        23          35          40        50        60         68       80

                                                LINZ-
NOT HEAVIER    WIEN   VOSENDORF  KREMS-DONAU  LEONDING  SALZBURG  INNSBRUCK  DORNBIRN   GRAZ
THAN 900 KG  AUSTRIA   AUSTRIA     AUSTRIA     AUSTRIA   AUSTRIA   AUSTRIA   AUSTRIA   AUSTRIA
     1         193       193         193         189       189       174        174      212
     2         337       337         337         327       327       286        286      369
     3         430       430         430         407       407       376        376      456
     4         444       444         444         412       412       383        383      470
     5         464       464         464         429       429       397        397      482
     6         478       478         478         444       444       406        406      493
     7         537       537         537         496       496       456        456      551
     8         537       537         537         496       496       456        456      551
     9         610       610         610         562       562       517        517      622
    10         683       683         683         622       622       579        579      695
    11         732       732         732         665       665       623        623      747
    12         781       781         781         709       709       663        663      796
    13         842       842         842         757       757       709        709      857
    14         891       891         891         801       801       746        746      906
    15         952       952         952         850       850       793        793      967
    16         952       952         952         850       850       793        793      967
    17        1010      1010        1010         893       893       842        842     1025
    18        1054      1054        1054         923       923       878        878     1066
    19        1098      1098        1098         964       964       922        922     1116
    20        1132      1132        1132         998       998       951        951     1150
    21        1176      1176        1176        1039      1039       990        990     1197
    22        1215      1215        1215        1076      1076      1021       1021     1238
    23        1281      1201        1281        1134      1134      1069       1069     1305
    24        1281      1281        1281        1134      1134      1069       1069     1305
    25        1281      1281        1281        1134      1134      1069       1069     1305
    26        1317      1317        1317        1170      1170      1086       1086     1357

Netgear, Inc. CONFIDENTIAL INFORMATION Page 25

Netgear and Furness Logistics Operating Agreement

VALID UNTIL 31.12.2001

NUMBER OF
100 X 120
CM PALLETS       90         95        93                  60       26         27          0

NOT HEAVIER  KLAGENFURT  VILLACH   AALST     SOFIA      BRNO     GREVE   BALLERUP  HELSINKI
THAN 900 KG   AUSTRIA    AUSTRIA  BELGIUM  BULGARIA  CZECH REP  DENMARK   DENMARK   FINLAND
      1         212        212       69       361        247       204      204       201
      2         369        369      105       634        376       259      259       343
      3         456        456      137       828        449       394      394       574
      4         470        470      151      1127        508       492      492       604
      5         482        482      167      1385        583       589      589       749
      6         493        493      187                  599                          984
      7         551        551      206                  614                          984
      8         551        551      216                  694                          984
      9         622        622      226                  730                         1209
     10         695        695      236                  762                         1209
     11         747        747      245                  788                         1209
     12         796        796      255                  814                         1402
     13         857        857      264                  840                         1402
     14         906        906      274                  866                         1402
     15         967        967      284                  889                         1564
     16         967        967      300                  913                         1564
     17        1025       1025      305                  936                         1564
     18        1066       1066      309                  960                         1651
     19        1116       1116      312                  983                         1651
     20        1150       1150      314                 1007                         1651
     21        1197       1197      316                 1030                         2212
     22        1238       1238      321                 1054                         2212
     23        1305       1305      322                 1077                         2212
     24        1305       1305      323                 1101                         2212
     25        1305       1305      324                 1124                         2212
     26        1357       1357      327                 1148                         2212

Netgear, Inc. CONFIDENTIAL INFORMATION Page 26

Netgear and Furness Logistics Operating Agreement

1       75        78           95           95       93        47         56

                                                                       MOERS
      VANTAA    PARIS    CHESNAY   GOUSSAINVILLE   ROISSY   PANTIN   HUELSDONK   NEUWIED
     FINLAND   FRANCE    FRANCE       FRANCE       FRANCE   FRANCE    GERMANY    GERMANY
 1      219      150       150          150          150      150        68         93
 2      368      267       267          267          267      267        82        112
 3      609      267       267          267          267      267       128        192
 4      638      321       321          321          321      321       147        223
 5      789      321       321          321          321      321       179        274
 6     103S      374       374          374          374      374       196        298
 7     1035      428       428          428          428      428       214        326
 8     1035      428       428          428          428      428       237        363
 9     1266      481       481          481          481      481       262        398
10     1266      481       481          481          481      481       282        430
11     1266      535       535          535          535      535       307        457
12     1464      535       535          535          535      535       333        493
13     1464      588       588          588          588      588       354        515
14     1464      641       641          641          641      641       374        522
15     1635      641       641          641          641      641       425        544
16     1635      681       681          681          681      681
17     1635      681       681          681          681      681
18     1725      722       722          722          722      722
19     1725      762       762          762          762      762
20     1725      762       762          762          762      762
21     2314      802       802          802          802      802
22     2314      802       802          802          802      802
23     2314      802       802          802          802      802
24     2314      802       802          802          802      802
25     2314      802       802          802          802      802
26     2314      802       802          802          802      802

Netgear, Inc. CONFIDENTIAL INFORMATION Page 27

Netgear and Furness Logistics Operating Agreement

64         80              82            85         85       94          94        10

     DARMSTADT   MUNICH    FURSTENFELDBRUCK   ISMANING    POING    DORNACH   STRAUBING  ATHENS*
      GERMANY    GERMANY        GERMANY       GERMANY    GERMANY   GERMANY    GERMANY   GREECE
 1      122        139             139           139        139      139         139      243
 2      146        167             167           167        167      167         167      407
 3      248        340             340           340        340      340         340      645
 4      295        407             407           407        407      407         407      927
 5      369        507             507           507        507      507         507     1098
 6      403        565             565           565        565      565         565     1230
 7      442        628             628           628        628      628         628     1435
 8      495        698             698           698        698      698         698     1435
 9      537        764             764           764        764      764         764     1600
10      579        817             817           817        817      817         817     1801
11      622        879             879           879        879      879         879     2001
12      668        947             947           947        947      947         947     2059
13      698        985             985           985        985      985         985     2240
14      699       1030            1030          1030       1030     1030        1030     2420
15      719       1061            1061          1061       1061     1061        1061     2601
16                                                                                       2601
17                                                                                       2781
18                                                                                       2908
19                                                                                       3084
20                                                                                       3260
21                                                                                       3435
22                                                                                       3611
23                                                                                       3611
24                                                                                       3611
25                                                                                       3611
26                                                                                       3611

Netgear, Inc. CONFIDENTIAL INFORMATION Page 28

Netgear and Furness Logistics Operating Agreement

20       29         50          74         20          20          8         19

                SAN                            GARDERMOEN
     MILAN   GIULIANO   EINDHOVEN   DEVENTER      PARK       KLOFTA   BARCELONA   ALOVERA
     ITALY     ITALY     HOLLAND     HOLLAND     NORWAY      NORWAY     SPAIN      SPAIN
 1     117      117         50          50        230         230        156        244
 2     163      163         74          74        358         358        256        446
 3     227      227         85          85        570         570        396        723
 4     288      288         97          97        584         584        446        844
 5     351      351        109         109        715         715        496        970
 6     415      415        123         123                               496        970
 7     481      481        138         138
 8     547      547        149         149
 9     612      612        161         161
10     676      676        168         185
11     732      732        173         209
12     786      786        187         232
13     837      837        204         251
14     881      881        221         263
15     932      932        232         275
16     978      978        244         287
17    1022     1022        256         299
18    1059     1059        268         311
19    1105     1105        280         322
20    1152     1152        292         334
21    1191     1191        303         346
22    1230     1230        315         358
23    1266     1266        327         370
24    1300     1300        339         382
25    1357     1357        351         394
26    1400     1400        363         404

Netgear, Inc. CONFIDENTIAL INFORMATION Page 29

Netgear and Furness Logistics Operating Agreement

28     45       10          17           19          19           21           62

       MADRID   MEJORADA    STOCKHOLM    JARFALLA    KUNGSANGEN   ROSERSBERG     MALMO      ALTISHOFEN
       SPAIN     SPAIN       SWEDEN       SWEDEN       SWEDEN       SWEDEN       SWEDEN     SWITZERLAND
 1      178       244          207          207          207          207          162          179
 2      299       446          313          313          313          313          236          224
 3      467       723          498          498          498          498          376          262
 4      564       844          511          511          511          511          386          285
 5      662       970          625          625          625          625          469          337
 6      662       970          782          782          782          782          591          384
 7                             782          782          782          782          591          429
 8                             782          782          782          782          591          456
 9                             905          905          905          905          681          506
10                             905          905          905          905          681          538
11                             905          905          905          905          681          582
12                            1135         1135         1135         1135          864          594
13                            1135         1135         1135         1135          864          647
14                            1135         1135         1135         1135          864          694
15                            1254         1254         1254         1254          966          741
16                            1254         1254         1254         1254          966          767
17                            1254         1254         1254         1254          966          816
18                            1394         1394         1394         1394         1074          863
19                            1394         1394         1394         1394         1074          900
20                            1394         1394         1394         1394         1074          927
21                            1660         1660         1660         1660         1381          968
22                            1660         1660         1660         1660         1381         1016
23                            1660         1660         1660         1660         1381         1021
24                            1660         1660         1660         1660         1381         1026
25                            1660         1660         1660         1660         1397         1035
26                            1660         1660         1660         1660         1397         1044

Netgear, Inc. CONFIDENTIAL INFORMATION Page 30

Netgear and Furness Logistics Operating Agreement

62                34

          NEBIKON          ISTANBUL*
        SWITZERLAND         TURKEY
 1          179               236
 2          224               447
 3          262               784
 4          285               953
 5          337              1180
 6          384              1239
 7          429              1434
 8          456              1434
 9          506              1448
10          538              1620
11          582              1792
12          594              1865
13          647              2028
14          694              2192
15          741              2355
16          767              2355
17          816              2518
18          863              2682
19          900
20          927
21          968
22         1016
23         1021
24         1026
25         1035
26         1044

Netgear, Inc. CONFIDENTIAL INFORMATION Page 31

Netgear and Furness Logistics Operating Agreement

B           BB         CV         KT          RG          SL        YO

      BIRMINGHAM   ACCRINGTON   WARWICK  CHESSINGTON  BRACKNELL  MAIDENHEAD   YORK
          UK           UK         UK         UK          UK          UK        UK
 1        179          210        171        156         171         163       186
 2        301          343        290        269         290         280       311
 3        417          478        402        372         402         387       433
 4        438          515        419        380         419         400       458
 5        541          642        516        465         516         491       566
 6        549          645        525        478         525         502       573
 7        593          696        567        515         567         541       619
 8        636          748        608        552         608         580       664
 9        661          777        632        574         632         603       690
10        746          848        721        670         721         695       772
11        829          942        801        744         801         773       857
12        857          951        834        787         834         810       881
13        914          995        893        853         893         873       934
14        957         1048        934        889         934         912       980
15        993         1086        969        923         969         946      1016
16       1028         1123       1004        957        1004         980      1052
17       1099         1198       1074       1024        1074        1049      1124
18       1134         1252       1105       1046        1105        1075      1163
19       1199         1324       1168       1106        1168        1137      1231
20       1225         1367       1190       1119        1190        1154      1261
21       1288         1438       1251       1176        1251        1213      1326
22       1351         1509       1312       1233        1312        1272      1391
23       1360         1526       1318       1235        1318        1277      1401
24       1368         1542       1324       1237        1324        1281      1412
25       1428         1611       1382       1290        1382        1336      1473
26       1488         1680       1440       1344        1440        1392      1536

Netgear, Inc. CONFIDENTIAL INFORMATION Page 32

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.27

Netgear and Kerry Logistics Operating Agreement

DISTRIBUTION OPERATIONS AGREEMENT

Effective Date: December 1st, 2001 Term: 2 years (with possible renewal periods)

This Distribution Operations Agreement ("Agreement") is entered into between Netgear. Inc., a Delaware corporation ("Netgear"), and Kerry Logistics (Hong Kong) Limited, a Hong Kong corporation ("Kerry Logistics"), and is made as of the Effective Date for the Term. Subject to the terms and conditions set forth in this Agreement, the parties have caused this Agreement to be executed by their duly authorized representatives on the date(s) shown below.

Netgear, Inc.                      Kerry Logistics (Hong Kong) Limited

                                             for and on behalf of
                                             KERRY LOGISTICS (HOKG KONG) LIMITED

Signature /s/ BRIAN McGINNIS       Signature /s/ JESSE LUI
          --------------------               ---------------------------
                                                 Authorized Signature(s)
Printed   BRIAN McGINNIS           Printed   JESSE LUI

Tide      DIRECTOR LOGISTICS       Title     DIRECTOR

Date      10-19-01                 Date      Oct 20th, 2001

4500 Great America Parkway       16/F Kerry Cargo Centre
Santa Clara, CA 95054            55 Wing Kei Road, Kwai Chung,
U.S.A.                           N.T. Hong Kong

Netgear, Inc.               CONFIDENTIAL INFORMATION                   Page 1/20

NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

In consideration of their mutual representations, promises and obligations. Netgear and Kerry Logistics agree as follows;

1. SCOPE OF THE AGREEMENT

This Agreement sets forth the terms and conditions pursuant to which Kerry Logistics shall provide Netgear full warehousing, physical distribution, and other logistics services, including but not limited to the services set forth below (the "Services") in a timely, competent and cost effective manner in and from Hong Kong, as more fully described in the "Standard Operating Procedures" attached hereto as Exhibit 1:

- Receiving;

- Warehouse management;

- Inventory management;

- Quality management;

- Product fulfillment and logistics;

- System transaction processing;

- Return materials authorization ("RMA") processing;

- Freight out transportation management services;

- Product conversions & repackaging;

- Import and export coordination;

- Updating Netgear's operating system, Sun System, to manage receipts, shipments and RMA; and

- Reporting.

This Agreement contains those terms that shall pertain to Kerry Logistics' Facility, as defined below. Kerry Logistics shall conduct all of its Netgear operations from the Kerry Logistics' Facility.

2. DEFINITIONS

The following words and expressions shall have the meanings set forth below:

"Affiliate" means, with respect to a party hereto, a corporation that directly or indirectly controls, is controlled by, or is under common control with, that party.

"Confidential Information" means any information, including but not limited to software (in object or source code form), pricing terms, customer lists, technical information, future plans, know-how, proprietary information, trade secrets, and any other information, whether disclosed in writing, orally or otherwise, that is marked "confidential" or should be deemed by its nature to be confidential by a reasonable person in similar circumstances as the parties.

"Conversions" means the process of unpacking, changing product accessories and repacking products in accordance with Netgear assembly process instructions.

"Customer" means a customer purchasing any Product(s) from Netgear.

"Kerry Logistics' Facility" means the facility of Kerry Logistics located at 3 Kin Chuen Street, Kwai Chung, New Territories, Hong Kong.

"Kerry Logistics' Systems" means all software and systems used by Kerry Logistics in the performance of this Agreement, excluding any software or systems provided to Kerry Logistics by Netgear.

"Netgear Inventory Location" means the physical location identified by Kerry Logistics where Products shall be staged prior to shipment to Customers.

"Order" means any order for Products placed by a Customer in accordance with the terms of this

Netgear, Inc. CONFIDENTIAL INFORMATION Page 2/20

NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

Agreement.

"Product(s)" means the products, commercially supplied by Netgear from time to time.

"Sun System" means Netgear`s operating system used by Netgear and Kerry Logistics to manage receiving, inventory control, pick, pack, ship and RMA activities.

"Supplier(s)" means manufacturer(s) of products purchased by Netgear.

"Undisputed Amounts or Charges" means all amounts or charges in accordance with Exhibit 1 and/or any other amounts or charges with prior written cost approvals from Netgear, including but not be limited to e-mail and fax.

3. BUSINESS MANAGEMENT PROCEDURES

3.1. METHODOLOGY

                  Kerry Logistics shall:

                  (a)      Assign an account management team whose goal is to
                           provide consistent and efficient responses to program
                           requirements and to address all operational, business
                           and continuous improvement plans with Netgear;

                  (b)      Conduct quarterly business reviews of performance,
                           cost and continuous improvement opportunities;

                  (c)      Create a process to communicate about and resolve
                           issues promptly and to drive continuous improvement
                           of the day-to-day operation;

                  (d)      Comply with reporting requirements as outlined in
                           this Agreement; and

                  (e)      Meet annually with Netgear at the executive level to
                           exchange business strategies with the specific
                           purpose of working to ensure that each party's
                           business goals can be met.

3.2               QUARTERLY REVIEWS

                  Kerry Logistics and Netgear shall, in conjunction with each

other, conduct quarterly operations reviews of the business processes and procedures of both Kerry Logistics and Netgear with the intent to improve the overall performance of the Services. The review shall include, at a minimum, performance measurements of quality, delivery, customer satisfaction, cost model review, transportation cost review and update, capacity and innovations. Staff allocation, and the plan to meet future requirements in these areas, shall also be reviewed.

The quarterly reviews shall be held in person at Kerry Logistics' Facility.

3.3 TARGET COST REDUCTION

Kerry Logistics agrees to participate in periodic cost reviews with the intent to reduce the costs of operations, which shall include but not be limited to the costs relating to transportation, transaction processing and distribution services, as applicable. Such reviews shall be held in person at Kerry Logistics' Facility. The cost reviews shall be combined with the quarterly reviews set forth under Section 3.2 hereof.

3.4 LOCATION OF KERRY LOGISTICS' OPERATIONS

Kerry Logistics shall perform the Services from the Kerry Logistics' Facility. Any deviation from this policy must be authorized by Netgear in writing, Kerry Logistics shall not relocate Netgear inventory without the written approval of Netgear.

Netgear, Inc. CONFIDENTIAL INFORMATION Page 3/20

NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

4.                PRICES AND PAYMENT

4.1               PRICES FOR SERVICES

                  The price for Services shall be as set forth on the price list

attached hereto as Exhibit 2 (the "Price List"). Kerry Logistics and Netgear agree that the price shall include all costs associated with the Services and Kerry Logistics' service fee. The parties acknowledge that Kerry Logistics' service fee includes all overheads, allocations, services and profits, as set forth in Exhibit 2 attached hereto. Kerry Logistics agrees to provide Netgear with a detailed statement of the actual cost for each Service in final form within four (4) weeks after the month in which such costs were incurred.

4.2 PAYMENT

All prices and payments shall be in U.S. Dollars. All payments of Undisputed Amounts or Charges shall be made net thirty (30) days from the invoice date. Invoices for the Services performed by Kerry Logistics shall be submitted to Netgear on a monthly basis.

4.3 TAXES, DUTIES AND DECLARATION FEES

Netgear shall pay as a separate item on an invoice including but not limited to tax, duties, declaration fees lawfully imposed on the import/export or sale of the Products or on the provision of Services to Netgear or shall provide Kerry Logistics with a certificate of exemption acceptable to the appropriate authority. Kerry Logistics agrees to provide reasonable assistance without charge in any proceeding for the refund or abatement of any such taxes Netgear is required to pay. Without limiting the generality of the foregoing, Netgear shall have no obligation to pay taxes based upon Kerry Logistics net income.

5.                ORDER FULFILLMENT

5.1               ORDER FULFILLMENT

                  Netgear's Operations Centers in the U.S. shall handle all of

Netgear's Order Administration functions. Kerry Logistics shall be responsible for fulfilling Orders including the preparation of all shipping documents and coordination with appointed carriers/couriers.

5.2 TITLE, RISK OF LOSS AND SHIPMENT

Title to the Products shall remain with Netgear in accordance with the terms of sale and delivery to Netgear's Customers. Prior to title passing, Kerry Logistics shall bear risk of all loss, damage or theft while the Products are in the care, custody and control of Kerry Logistics. Shipping instructions shall be specified and Netgear shall designate default shipping instructions. Kerry Logistics shall provide Netgear with proof of shipment upon request and shall provide reasonable assistance to Netgear in any claim Netgear may bring against a carrier or insurer for misdelivery, loss or damage to the Products.

Kerry Logistics shall check all outer cartons containing the Products immediately upon delivery thereof to the Kerry Logistics' Facility for visible loss or damage and quantity. If the Products are damaged or the number of Products is incorrect, Kerry Logistics shall immediately make a note thereof on the waybill or other document received from the carrier. Furthermore, Kerry Logistics shall immediately, but in no event later than two (2) working days after receipt of the Products, notify Netgear of any such inconsistency. Kerry Logistics shall take all necessary measures to allow Netgear to claim damages for any such inconsistencies against the carrier.

Upon delivery of the Products to the carrier for distribution in Hong Kong, Kerry Logistics shall check the number of Products mentioned on the waybill or other document used by the carrier. In case of an inconsistency.

Netgear, Inc. CONFIDENTIAL INFORMATION Page 4/20

NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

the number mentioned on the waybill or document used by the carrier shall be amended before departure of the Products from the Kerry Logistics' facility.

Kerry Logistics shall be responsible for loading and unloading of the Products.

6. INVENTORY MANAGEMENT

Products shall be received into the Netgear Inventory Location using purchase order receipts on Netgear's Sun System. Kerry Logistics shall maintain its own full warehouse management system in order to control inventory to ensure back-to-back accuracy with Netgear's Sun System.

All Products shall require a cycle count by Kerry Logistics to be completed on a weekly basis. A joint cycle count to be performed by representatives of Kerry Logistics and Netgear shall take place on a quarterly basis.

Products returned from Netgear Customers shall be initially received into the Netgear Inventory Location using the "Sales Order Return" transaction in Sun System. Kerry Logistics shall have the responsibility to verify the contents, receive, transact and report all Customer Product returns. Kerry Logistics shall perform all RMA processing in accordance with the terms set forth in Exhibit 1 attached hereto.

Any Products that are lost or damaged while in the care, custody and control of Kerry Logistics shall be charged to Kerry Logistics at the Netgear full inventory standard cost of that inventory as substantiated by Netgear's Sun System at the time the actual loss took place. Kerry Logistics shall have access to Netgear inventory standard cost.

On a weekly basis, Kerry Logistics and Netgear shall jointly complete a book inventory reconciliation to support an inventory accuracy of 100% as determined and agreed between the parties from time to time.

On a quarterly basis, Kerry Logistics and Netgear shall jointly complete a reconciliation of book inventory (stock status) and actual on-hand inventory. Positive variances (additional units found) and negative variances (missing units) shall be netted against each other. If the total net variance is positive, Netgear and Kerry Logistics shall adjust their respective book inventory with no financial charge to either party. If the total net variance is negative, Netgear shall charge Kerry Logistics at the Netgear full inventory standard cost of that inventory as substantiated by Netgear's Sun System to be settled on a quarterly basis, provided that Kerry Logistics' maximum liability for such inventory variances shall be US$ 1,000,000 per year in the aggregate. Kerry Logistics shall have access to Netgear inventory standard cost. Damaged products shall not be a part of the quarterly reconciliation netting process for positive and negative variances. Damage to Products shall be charged as it takes place as set forth above.

                  All inventories shall remain the property of Netgear.

7.                TESTING OF PRODUCTS

7.1               SCOPE OF TEST AND INSPECTION

                  Kerry Logistics shall manage the execution of the test and

inspection process for each Product, which includes testing Products, test capacity planning, and performing preventative maintenance on the test equipment. Kerry Logistics warrants that it shall perform each and every test and inspection in accordance with the process and for the quantities identified in the relevant specification. All Products delivered to Netgear and/or its Customers shall have passed all applicable tests and inspections see forth in such specification.

At the commencement of production of any Product, Netgear shall qualify each piece of test equipment and each test process for such Product. No such equipment or process shall be changed or modified without the prior written consent of Netgear.

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NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

Netgear shall provide certain Functional Test ("FT") equipment and test set ups, including test scripts, loop back connectors, and cables to Kerry Logistics.

From time to time, Kerry Logistics shall develop inspection capacity plans. Kerry Logistics shall consider upside volume percentage, preventative maintenance time, new Product additions and holding of appropriate spare parts as part of its inspection capacity plan. Netgear shall provide reasonably sufficient details to enable Kerry Logistics to perform such capacity planning.

7.2 TEST EQUIPMENT MAINTENANCE COSTS

Kerry Logistics agrees to be responsible for and to pay for all costs of maintaining all inspection equipment and related materials and shall perform preventative maintenance, which shall include, without limitation, repair and replacement of worn loop-back connectors, cables, and back planes or any other failing components due to normal wear. Notwithstanding the above. Netgear shall pay to upgrade or replace test equipment or fixtures which are rendered outdated because of Product design changes or changes in test requirements. Kerry Logistics shall bill and Netgear shall pay all such costs incurred plus 10% management fee under item (4) of Exhibit 1 attached hereto.

7.3 TEST RECORDS FOR PRODUCTS

Kerry Logistics shall maintain adequate authenticated inspection and test documents for Products and shall make such documents available to Netgear upon request for a period of one year after the delivery of the last Product purchased, unless otherwise directed by Netgear.

8. PRODUCT CHANGES

Either party may propose in writing a change to the test or packaging assembly procedure of any Product. The other party shall respond in writing within five (5) business days to any such proposal. Where necessary and appropriate. Netgear shall initiate either an engineering change order ("ECO") or a temporary change to the specification. Netgear shall develop a list of the process steps for Kerry Logistics to follow. Kerry Logistics shall provide an estimate of the time necessary to complete the change, the hourly rate to complete the work, any excess or obsolete materials (list and cost), and the increase or decrease, if any, in the price of the Products affected. Upon receipt of Kerry Logistics' response, Netgear shall determine whether to implement the change. If Netgear decides to implement the change, the parties shall negotiate any open issues and set the implementation date.

If either Netgear or Kerry Logistics identifies a change that must be implemented on a Product for reasons of safety ("Safety Change"), the parties shall cooperate so as to effect such Safety Change as soon as possible after discovery. Once such a Safety Change is discovered, no affected Products shall be tested, packaged, refurbished or shipped until such Safety Change has been implemented. The parties shall cooperate in the implementation of such Safety Change on any Products shipped prior to discovery of the hazard, Netgear shall pay all the costs associated with the Safety Change.

9. PRODUCT QUALITY

Kerry Logistics agrees to adopt the quality assurance procedures and perform the quality control tests (collectively the "QA Procedures") described in Exhibit 1. The QA Procedures may be amended by mutual agreement of the parties from time to time, to ensure that all Products conform to the specifications.

10. TOOLING OWNERSHIP AND USE

Netgear shall retain title to the internal tooling utilized by Kerry Logistics in connection with this Agreement, and Kerry Logistics acknowledges that Netgear shall have the right to use such tooling in the event of a material default by Kerry Logistics as defined in Section 18 of this Agreement only in order to fulfill Kerry

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Logistics obligations hereunder prior to such default. Kerry Logistics agrees that each Product created is for Netgear's exclusive use and further agrees that Kerry Logistics has no right to sell or otherwise transfer any interest in a Product to any party unless Netgear has provided permission in writing prior to any such sale or transfer.

11. CAPITAL ASSETS

In order to perform the test and repackaging effort, as set forth in Section 7 of this Agreement and Exhibit 1, Kerry Logistics may have to use certain capital equipment specified by Netgear. If Kerry Logistics can use the equipment for current or future applications other than for Netgear assemblies, such equipment shall be the property of Kerry Logistics and shall be funded as such. If the capital equipment cannot be used by other non-Netgear applications, such equipment shall be solely the property of Netgear and shall have Netgear asset tags affixed to the equipment. Such property shall be funded by Netgear. Maintenance of all such capital equipment shall be performed in accordance with the terms of Section 7 of this Agreement.

Kerry Logistics shall maintain an inventory of all capital assets, regardless of ownership, and shall provide inventory records to Netgear upon request. Inventory records shall include, but not be limited to, the date of acquisition, description, serial number, and location of the assets.

12. ACCESS TO KERRY LOGISTICS' FACILITY

Netgear shall have the right to access Kerry Logistics' Facility and review its operations processes at any reasonable time upon reasonable notice. The costs of opening the Kerry Logistics' Facility at non-standard hours and the costs of telecommunications incurred by Kerry Logistics as a result of such visits shall be paid by Netgear, "Netgear and Kerry Logistics acknowledge that certain Customers and Suppliers may require access to the Kerry Logistics' Facility from time to time and that the parties shall cooperate to arrange and coordinate such access under mutually agreeable

terms."

13.               EXPORTS AND CUSTOMS

13.1              EXPORT REGULATIONS

                  Each party agrees that it shall not knowingly (i) export or

re-export, directly or indirectly, any technical data (as defined by the U.S. Export Administration Regulations), including software, received from the other party under this Agreement, or (ii) export or re-export, directly or indirectly, any direct product of such technical data, including software, to any destination to which such export or re-export is restricted or prohibited by U.S. or other applicable non-U.S. laws without obtaining prior authorization from the U.S. Department of Commerce and/or other competent government authorities to the extent required by such laws. Kerry Logistics shall follow Netgear's instructions as provided from time to time. This Section 13 shall survive the termination or expiration of this Agreement for any reason whatsoever.

13.2 CUSTOMS DOCUMENTATION

Kerry Logistics shall be responsible for completing required export documentation and complying with export formalities based on the information provided by Netgear and/or Netgear's suppliers. Unless otherwise set forth in this Agreement, Kerry Logistics shall take all necessary administrative actions required to comply with all laws, treaties and regulations of both the exporting country and the importing country. Netgear shall be responsible for providing timely and correct information in such cases and shall provide Kerry Logistics with invoices containing the required data. Based on the information provided by Netgear and/or Netgear suppliers, Kerry Logistics shall be responsible for timely and correct application of required data to appropriate authorities.

14. CONFIDENTIAL INFORMATION

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14.1 CONFIDENTIALITY OBLIGATIONS

During the term of this Agreement, the parties anticipate that each may disclose certain of its Confidential Information to the other party in connection with this Agreement. The receiving party shall protect the Confidential Information of the disclosing party using the same degree of care to prevent the unauthorized use, dissemination, or publication of such Confidential Information as the receiving party uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care. The receiving party's duty to protect the Confidential Information of the disclosing party shall expire three (3) years from the expiration or termination of this Agreement, except that any source code disclosed hereunder shall be protected indefinitely. Except as permitted by this Agreement, the receiving party shall disclose no part of the disclosing party's Confidential Information to anyone except to those of its employees or contractors who have
(i) a need to know the Confidential Information in order to accomplish the purposes of this Agreement, (ii) signed non-disclosure agreements with terms at least as protective as the terms set forth in this Section 14 under which they shall keep confidential such Confidential Information, (iii) before receiving access to such Confidential Information, acknowledged its confidential, proprietary and trade secret nature, and (iv) agreed to use such Confidential Information only for purposes of performing the receiving party's obligations under this Agreement. The terms of this Agreement may also be disclosed to directors, officers, employees, attorneys, accountants, contractors, banks or actual or potential financing sources of the receiving party, but only if and to the extent such persons (i) need to know the disclosing party's Confidential Information for the performance of their duties, and (ii) are subject to confidentiality agreements or fiduciary duties of confidentiality to the receiving party under terms at least as protective as the terms set forth in this Section 14 and agree to use such Confidential Information only for such duties.

14.2 EXCEPTIONS TO CONFIDENTIALITY

This Agreement imposes no restriction upon the receiving party with respect to disclosure or use of the disclosing party's Confidential Information (i) that was in the receiving party's possession before receipt from the disclosing party; (b) that is or becomes (prior to such disclosure or use) a matter of public knowledge through no fault of the receiving party; (c) that is received by the receiving party from a third party without a duty of confidentiality; (d) that is independently developed by the receiving party; (e) that is disclosed in accordance with the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice thereof to enable the disclosing party to seek a protective order or otherwise prevent such disclosure; (f) that is disclosed by the receiving party with the disclosing party's prior written approval; or (g) as required by the federal securities law and rules and regulations promulgated thereunder.

14.3 PUBLICITY

All press releases and printed material using the name, logo or other identifying characteristics of a party shall be subject to prior approval of the other party.

14.4 SPECIFIC CONFIDENTIAL INFORMATION

Each party agrees that the price of any services negotiated by such party and provided to the other party shall be deemed to be Confidential Information of that party. Each party agrees not to discuss the origins of such information with any third party. Each party agrees not to use such information to solicit a discount from the disclosing supplier, from any of the supplier's competitors or from any other supplier for use by the receiving party other than for the purposes of performing its obligations under this Agreement. Each party acknowledges that unauthorized disclosure of such information may irreparably damage the disclosing party's relationship with its suppliers and that any benefit accruing to the receiving party shall belong to the disclosing party.

14.5 RETURN OF CONFIDENTIAL INFORMATION

Upon termination or expiration of this Agreement for any reason whatsoever in accordance with Section 18.3(c) hereof, and upon the written request of the disclosing party, the receiving party shall (i) promptly return all of the disclosing party's Confidential Information received from the disclosing party hereunder, together with all copies of any such Confidential Information, or (ii) if requested by the disclosing party, certify in writing that all of the disclosing party's Confidential Information and all copies thereof have been destroyed.

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NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

15. WARRANTY

Kerry Logistics warrants that all Services performed under this Agreement shall be performed in a competent, professional manner and in accordance with this Agreement and Exhibit 1.

16.               INDEMNIFICATION

16.1              INDEMNIFICATION BY NETGEAR

                  Netgear shall, at its expense and at Kerry Logistics' request,

defend any claim or action brought against Kerry Logistics by a third party (i) to the extent that it is based on a claim that any specifications provided under this Agreement infringes or violates any patent, copyright, trademark, trade secret or other proprietary right of such third party, or (ii) to the extent such claim is caused by any grossly negligent act or omission or willful misconduct of Netgear; and Netgear shall indemnify and hold Kerry Logistics harmless from and against any costs and liability reasonably incurred by Kerry Logistics that are attributable to such claim, subject to compliance with the notice provisions set forth in Section 16.3 below.

16.2 INDEMNIFICATION BY KERRY LOGISTICS

Kerry Logistics shall, at its expense and at Netgear's request, defend any claim or action brought against Netgear by a third party to the extent such claim is caused by breach of this Agreement by, or any negligent act or omission or willful misconduct of, Kerry Logistics or its Affiliates; and Kerry Logistics shall indemnify and hold Netgear harmless from and against any costs and liability reasonably incurred by Netgear that are attributable to such claim, subject to compliance with the notice provisions set forth in Section 16.3 below.

16.3 PROCEDURE FOR INDEMNIFICATION

If any claim, other than a claim based on transport losses or damages, or action is brought or asserted against an indemnified party as provided in Section 16.1 and 16.2 (the "Indemnified Party") in respect of which an indemnity may be sought from an indemnifying party under such sections (the "Indemnifying Party") the Indemnified Party shall promptly notify the Indemnifying Party who shall assume the defense thereof and the payment of all expenses associated therewith; except that any delay or failure to so notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent that the Indemnifying Party is prejudiced by reason of such delay or failure, if at all. The Indemnified Party shall have the right to employ separate counsel with respect to any such claim or action and participate in the defense thereof, but the fee and expenses of such counsel shall be at the expense of the Indemnified Party, unless (i) the employment of such counsel was specifically directed and required by the Indemnifying Party, or (ii) the Indemnifying Party elected not to assume the defense of such claim and employ counsel in connection therewith. Without the consent of the Indemnified Party, the Indemnifying Party shall have no right to settle any such claim or compromise on any non-monetary matter associated with such claim; provided that this consent shall not be unreasonably withheld.

17. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF THE PARTIES' OBLIGATIONS UNDER SECTION 14 HEREOF (RELATING TO CONFIDENTIAL INFORMATION) AND OBLIGATIONS UNDER SECTION 16 HEREOF (RELATING TO INDEMNIFICATION), TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY. WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

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NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

18.               TERM AND TERMINATION

18.1              TERM

                  This Agreement shall commence on the Effective Date and shall

continue for an initial period of two (2) years thereafter. Unless terminated earlier pursuant to the terms of this Section 18, this Agreement shall automatically be renewed after such initial period for successive one (1) year periods. Either party may terminate this Agreement upon ninety (90) days written notice prior to the end of the initial two-year term or any renewal term thereof.

18.2              TERMINATION

                  A party shall be in material default under this Agreement if
such party:

                  (a)      ceases conducting business in the normal course,
                           makes a general assignment for the benefit of
                           creditors, suffers or permits the appointment of a
                           receiver for its business or assets, or becomes
                           subject to any proceeding under any statute of any
                           governing authority relating to insolvency or the
                           protection of rights of creditors; or

                  (b)      fails to perform any of its material obligations
                           under this Agreement for a period of thirty (30)
                           days after receipt of written notice thereof from the
                           other party.

                  In the event of such default, the non-defaulting party shall

have the right to terminate this Agreement immediately by giving written notice to the other party.

18.3              EFFECT OF EXPIRATION OR TERMINATION

                  Upon expiration or termination of this Agreement for any
reason whatsoever:

                  (a)      Netgear shall pay all Undisputed Amounts or Charges
                           owed to Kerry Logistics as provided in this
                           Agreement, provided that Netgear shall have the right
                           to offset any such amounts or charges against any
                           Undisputed Amounts or Charges owing to Netgear by
                           Kerry Logistics under this Agreement. If the
                           aggregate amount owing by either party to the other
                           party is less than the aggregate amounts owing by the
                           other party to that either party, the other party
                           shall pay such net amount owing to that either party
                           promptly and in full within forty-five (45) days of
                           the date or expiration or termination of this
                           Agreement, whichever is applicable;

                  (b)      The provisions of this Agreement relating to
                           Confidential Information (Section 14), Warranties
                           (Section 15) and Indemnification (Section 16) and
                           Export Regulations (Section 13.1), shall survive the
                           termination or expiration of this Agreement for any
                           reason whatsoever; and

                  (c)      Kerry Logistics shall upon Netgear's written request
                           (i) return all of Netgear's Confidential Information
                           disclosed to Kerry Logistics hereunder and all copies
                           thereof, as far as legally allowed, or (ii), destroy
                           or erase all such Confidential Information and all
                           copies thereof in the possession of Kerry Logistics
                           or any of its Affiliates or their respective
                           employees, consultants, agents or representatives,
                           including copies on paper or other hard copy and
                           copies on computer or other storage media.

                  Upon termination or expiration of this Agreement for any

reason whatsoever, Kerry Logistics shall place all inventory of the Products immediately at the disposal of Netgear, and Kerry Logistics shall not have a right of retention, lien, or any other right to such Products, as set forth in
Section 19.15 hereof.

18.4 DUTY TO FULFILL

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NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

Notwithstanding the termination or expiration of this Agreement for any reason whatsoever, Kerry Logistics agrees to manage all inventory control functions and to fulfill all Orders placed prior to the date of such termination or expiration in accordance with the terms of this Agreement if such Orders have not previously been cancelled.

19.               GENERAL PROVISIONS

19.1              FORCE MAJEURE

                  For purposes of this Section 19.1. "Force Majeure" shall

include all acts or events beyond the control of a party, including but not limited to acts of God. government restrictions, continuing domestic or international problems such as wars or insurrections, fires, floods, work stoppages, and embargoes, which prevent totally or partially the fulfillment of the obligations of either party.

A party affected by an event of Force Majeure shall be released without any liability on its part from the performance of its obligations, other than an obligation to pay money, under this Agreement, if any, but only to the extent and only for the period that its performance of such obligations is prevented by circumstances of Force Majeure and provided that such party shall have given prompt notice thereof to the other party. Such notice shall include a description of the nature of the event of Force Majeure, its cause, and its possible consequences. The party claiming circumstances of Force Majeure shall promptly notify the other party of the conclusion of the event. The period of Force Majeure shall be deemed to commence on the date that the event of Force Majeure first occurs. Regardless of the excuse of Force Majeure, if either party is not able to perform its obligations within ninety
(90) days after such event of Force Majeure, the other party may terminate the Agreement. Termination of this Agreement shall not affect the obligations of either party that exist as of the date of termination.

19.2 NOTICES

All notices or other communications hereunder shall be sent by certified mail, postage prepaid, by personal delivery, courier service, facsimile, e-mail or other form of recorded communication to the parties at their respective addresses set forth below. Any notices given shall be deemed to have been received as follows: (i) if sent by facsimile or other form of recorded communication, when transmitted; (ii) if sent by certified mail, on the date of delivery as shown on the return receipt; and (iii) if by courier service, on the date delivered. Either party may change its notice address by written notice to the other party.

If to Kerry Logistics:                              If to Netgear:
Kerry Logistics Hong Kong Limited                   Netgear, Inc.
16/F Kerry Cargo Centre                             4500 Great America Parkway
55 Wing Kei Road, Kwai Chung                        Santa Clara, CA 95054
N.T. Hong Kong                                      U.S.A.
Attention:                                          Attention:
With a copy to:                                     With a copy to:

19.3              AMENDMENT, MODIFICATION OR WAIVER

No modification, amendments or supplements to this Agreement shall be effective for any purpose unless in writing and signed by authorized representatives of each party.

19.4 DISASTER RECOVERY PLAN

Kerry Logistics agrees to do its utmost together with Netgear to restart the Services following a disaster. Kerry Logistics shall have a recovery plan which can be in operation after a reasonable period not to exceed a maximum of one week with respect to any computer system used in connection with the Services.

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19.5 INDEPENDENT CONTRACTORS

This Agreement shall not constitute Kerry Logistics as the agent or legal representative of Netgear for any purpose and Kerry Logistics shall not hold itself out as an agent of Netgear other than as expressly provided in this Agreement. This Agreement creates no relationship of joint venturers, co-owners, partners, associates, employer and employee, franchisor and franchisee or principal and agent between the parties, and both parties are acting as independent contractors. Neither party shall have the right to exercise any control or direction over the operations, activities, employees or agents of the other party in connection with this Agreement. Except as expressly agreed between the parties in writing, neither party is granted any right or authority to, and shall not attempt to, assume or create any obligation or responsibility for or on behalf of the other party. Neither party shall have any authority to bind the other party to any contract, whether of employment or otherwise, and each party shall bear all of its own expenses for its operations, including, without limitation, the compensation of its employees and sales people and the maintenance of its offices, service, warehouse and transportation facilities. Each party shall be solely responsible for its own employees and sales people and for their acts and omissions.

19.6 SUBCONTRACTORS

The acknowledgment by Netgear of any subcontractors of Kerry Logistics shall in no way be construed to relieve Kerry Logistics of any of its duties, responsibilities and obligations to Netgear under this Agreement.

19.7 NO ASSIGNMENT

Neither this Agreement nor any right or obligation hereunder shall be assigned or delegated by Kerry Logistics, voluntarily or by operation of law, without the prior written consent of Netgear, which consent may not be unreasonably withheld. Any purported assignment by Kerry Logistics in violation of this Section 19.7 shall be deemed void. A purported assignment of Kerry Logistics shall be deemed to occur in the event of a sale or transfer of substantially all of the assets of, or a majority interest in, the voting shares to, or the merger or consolidation with or into, any other entity.

19.8 APPLICABLE LAW AND DISPUTES

This Agreement, and any disputes arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of Hong Kong, excluding its rules governing conflicts of laws. The courts located within Hong Kong shall have exclusive jurisdiction to adjudicate any disputes arising out of or in connection with this Agreement; provided, however, that either party may seek preliminary or permanent injunctive relief in any court of competent jurisdiction in order to protect its Confidential Information.

19.9 RIGHTS CUMULATIVE

Except as otherwise expressly provided in this Agreement, all rights and remedies conferred by this Agreement, by any other instrument, or by law are cumulative and may be exercised singularly or concurrently.

19.10 SEVERABILITY

If a court or other competent tribunal in any jurisdiction holds any provision of this Agreement illegal, invalid or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to such jurisdiction to the extent of its illegality, invalidity or unenforceability. The illegality, invalidity or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity or enforceability of any other provision of this Agreement, or of such provision, in any other jurisdiction, and the parties shall seek in good faith to agree on replacing any such illegal, invalid or unenforceable provisions with legal, valid and enforceable provisions that, in effect, shall most nearly and fairly approach the effect of the invalid provisions.

19.11 ENTIRE AGREEMENT

This Agreement, including all Exhibits attached hereto, constitutes the entire Agreement between the parties pertaining to the subject matter hereof. This Agreement supersedes all prior agreements and understandings

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(NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT)

between the parties, whether written or oral, with respect to such subject matter. No representations or statements of any kind made by any representative of either party which are not stated in this Agreement shall be binding on that either party. No course of dealing or course of performance shall be relevant to explain or supplement any term expressed in this contract.

19.12 NO WAIVER

The failure by either party to assert any of its rights hereunder, including, but not limited to, the right to terminate this Agreement due to a breach or default by the other party hereto, shall not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision of this Agreement in accordance with its terms.

19.13 HEADINGS

The subject headings of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any provision of this Agreement.

19.14 COMPLIANCE WITH APPLICABLE LAWS

In the exercise of their respective rights and the performance of their respective obligations, each party shall comply with all applicable laws, regulations and governmental orders. Kerry Logistics shall, at its own expense, obtain, and maintain in full force and effect throughout the continuance of this Agreement, all licenses, permits, approvals and other governmental authorizations required with respect to the operation of the Kerry Logistics' Facility.

19.15             NO COLLATERAL

                  [*]


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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

NETGEAR AND KERRY LOGISTICS OPERATING AGREEMENT

EXHIBIT 1

STANDARD OPERATING PROCEDURES

1.1 PROCESS OVERVIEW & ENVIRONMENT

The requirement is to receive, into a bonded warehouse, a regular receipt of Products, which have been manufactured in Asia. The Products are to be stored, controlled and accounted for and then picked to match specific customer order requirements.

REAL TIME OPERATION

At all Kerry Logistics' warehouses operation shall be in real time. The product flow through the warehouse shall be bar code controlled from handling-in until the loading of the truck. Kerry Logistics shall update stock immediately when the Products are put on location and after the pick.

SECURITY SYSTEMS

Kerry Logistics shall use a digital CCTV system throughout the warehouse. The information captured by such system shall be stored for twenty-four (24) hours (max. legal time). Kerry Logistics shall use a burglar alarm throughout the warehouse, and a fire/sprinkler alarm system which are connected to the building management office.

LEAD-TIME

The standard lead-time shall be such that orders received before 3:00 p.m. Hong Kong time are ready for shipment the next working day.

1.2 RECEIPT

The parties acknowledge that the majority of volume will be containerized sea freight. The receipts shall be delivered throughout the week. The remaining volume will be by ad-hoc airfreight. All pallets shall be 100 x 120 x 160/200 plywood-shipping pallets.

Each shipment shall be verified against the packing list and/or invoice upon arrival, booked into the storage location and all Sun System receipt transactions shall be manually data entered on the day of delivery.

The majority of pallets received shall contain single part numbers. If a pallet contains mixed part numbers it shall be split down into an individual part number per pallet. Each mixed pallet shall be marked on all four sides with a label designating it as a "mixed pallet."

Approximately one (1) month's supply of Products shall be held in stock, i.e., 300 pallets, covering approximately 700 part numbers.

Netgear has five primary stockroom locations within the Sun System: one IQC location, two finished goods locations, one stock rotation location and one warranty returns location. Receipts shall be played into the correct location based on the specific type of transaction. Netgear shall provide to Kerry Logistics the definition of each stock room location under Sun System.

Kerry Logistics shall provide a safe and secure warehouse environment.

A product identification, not necessarily a bar code identification, shall be sufficient to handle incoming Products. Trucks and containers arriving before 12:00 p.m. with a pre-alert of a minimum of two (2)

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working days shall be off-loaded and the Products put on location the same day. This shall also apply to the stock update.

After discharge, the Products shall be sorted by SKU (stock keeping unit) and checked for outer damage and quantity. The system shall create a location and a put away. For the storage of pallets. Kerry Logistics may maintain a random storage system; provided, however that Netgear's Products shall be stored as much as possible together. For shelves and bins Kerry Logistics shall maintain a fixed storage location system.

The individual bringing the Products to their location shall scan the put away and then the location. If the scanner indicates the correct location, the individual shall put the Products on location, provide confirmation thereof and the stock shall be updated.

1.3 ORDER PICKING

The current Netgear customer base is 17. The average number of customer orders per month is approximately 60. The average number of lines per customer order is approximately nine (9). Orders shall be placed over night (in the U.S.) and shall be visible by 7:00 a.m. Hong Kong time (Day 1), at which time an order requirement report (shippable backlog) shall be produced. The majority of shipments (+90%) shall be in full case and pallet quantities, but there may be some shipments that require case breaks.

The order cut-off time is 15:00 hrs (Day 1) for next day fulfillment (Day 2). All orders shall be picked, made ready for dispatch and confirmed on the system by 6:00 p.m. Hong Kong time (Day 2), with all stock being picked on a FIFO basis.

The parties acknowledge that weekly order volumes are expected to fluctuate by plus or minus twenty-five percent (25%) per week, with the third week of the month seeing the highest volume.

The required service level shall have the result that all Customer Orders are dispatched from the distribution hub within forty-eight (48) hours (2 working days) of entering on the Sun System.

1.4 SHIPMENT QUALITY AND MIS-SHIPS

All packing lists shall be generated from the Kerry Logistics operating system. The commercial invoices shall be generated from the Sun System. All shipments shall be audited to confirm 100% accuracy to Customer Order and packing/delivery specifications (which may vary from Customer to Customer).

Mis-shipments, excluding losses and damage during transportation, are shipments reported by Netgear's Customers that reportedly do not contain what the packing list declares. In case of mis-shipments. Netgear shall immediately credit the customer with an RMA or invoice the Customer according to the actual contents of the shipment. The Customer shall then either return to Netgear the extra units received or receive credit from Netgear for any short shipment. Kerry Logistics and Netgear shall jointly review the audit trail documentation associated with the mis-shipment. This may include a warehouse cycle count for extra units in relation to book inventory, proof of delivery for the shipment, pieces, weights, dimensions, shipping documentation and other related pick and pack documents.

Netgear shall not charge Kerry Logistics for any missing units if Netgear and Kerry Logistics conclude that:

A) The documentation audit trail is consistent with the commercial invoices and Customer order;

B) The inventory cycle count does not show any inventory discrepancy for the SKU's at issue.

Netgear shall charge Kerry Logistics for any missing units if Netgear and Kerry Logistics conclude that:

Netgear, Inc. CONFIDENTIAL INFORMATION Page 15/20

Netgear and Kerry Logistics Operating Agreement

A) The documentation audit trail is not consistent with the commercial invoices and Customer order:

B) The inventory cycle count reveals an inventory discrepancy for the SKU's at issue.

1.5 QUALITY ASSURANCE PROGRAM AND MANAGEMENT

The parties acknowledge that the quality of Netgear's Products and services is vital to Netgear's continued growth and success. As such, a strong quality management organization is an absolute requirement. Kerry Logistics quality management team must be able to:

- Report to Netgear the measurement of the quality of Products received in order for Netgear to take objective corrective actions with suppliers, including:

- AQL Sampling Plan;

- Use of Defect Codes;

- Pareto of Defects (at incoming);

- Incoming Defects per Million (DPM) by Product and supplier;

- Warranty return rates, by Product and supplier;

- Pareto of Defects (warranty returns); and

- MRB Coordination (discrepant material disposition),

- Perform reasonable inspection procedures, including:

- Functional test capability;

- Mechanical/cosmetic inspection standards;

- Workmanship standards; and

1.6 TRANSACTION PROCESSING

All receipts & picks/dispatches shall be transacted daily on Netgear's Sun System. Kerry Logistics shall provide two administrative resources to play all receipt and shipment transactions in the Sun System on a daily basis.

1.7 TRANSPORTATION

All import transportation costs shall be paid for and managed by Netgear.

All outbound transportation costs shall be paid by Kerry Logistics and invoiced to Netgear at the agreed rate schedule set forth in Exhibit 3 of the Distribution Operations Agreement between Netgear and Kerry Logistics. The parties acknowledge that transportation costs are over and above the agreed to cost model for the Services set forth in Exhibit 2 of the Distribution Operations Agreement between Netgear and Kerry Logistics.

1.8 RMA (RETURN MATERIAL AUTHORIZATION) PROCESSING

Currently, approximately 40 RMA orders per month of "faulty" Products are returned to the distribution hub from Netgear's Customers. This represents approximately 1150 line items and 5100 units per month. This is audited against RMA information in the Sun System and transacted to allow credits to be issued to Netgear's Customers. A nominated carrier then returns the Products to Hong Kong.

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Netgear and Kerry Logistics Operating Agreement

The parties acknowledge that the cost to receive, inventory, report, stage and ship RMAs has been included in the agreed to cost model for the Services set forth in Exhibit 1 of the Distribution Operations Agreement between Netgear and Kerry Logistics.

For purposes of this Specific Services and Agreements Addendum, RMA processing means the management of the receipt, verification, inspection, testing, disposition, re-packaging and reporting of Product returns from Netgear's Customers. Netgear issues two types of authorizations to its Customers: (i) warranty return authorizations for defective Products; and (ii) stock rotation returns for unsold slow moving Products from Customers' inventory. Kerry Logistics shall maintain proper separation of such warranty and stock rotation Products throughout the following functions:

- Physical verification of shipments of returned Products from Netgear's Customers;

- Verification that returned Products are received in good physical condition, noting any and all shipping damage on the relevant commercial documents (cargo receipt, bills of lading, delivery receipts, etc.) prior to signing delivery documents;

- Upon acceptance, verification that a valid RMA exists for returned Products;

- Reporting of any unauthorized returns to Netgear on date of receipt;

- Verification that returned Products match product and quantity authorized on Netgear's RMA;

- Reporting any discrepancy between Products and quantity received and Products and quantity authorized on date of receipt;

- Completing and faxing to Netgear the Netgear Returned Material Receipt Form on that date of receipt;

- Preparing and submitting to Netgear a daily returns material receipts report, detailing Customer name. RMA number, Product and quantity, and value on the date of receipt. If no receipt activity occurs on any given day, the receipts report shall be sent, noting "no receipts";

- Investigating disputed claims by Netgear and/or Netgear's Customers and providing proof of delivery as required;

- Performing incoming inspection on all returned Products per agreed processes;

- Performing functional tests on all warranty defective Product returns;

- Providing returned Product functional test, inspection yields and pareto of defects report to Netgear on a monthly basis;

- Maintaining separate inventory locations for Product receipt, work in process test, inspection or test failure Products, inspected and accepted Products, and refurbished Products per agreed processes;

- Arranging for timely disposition and return to original manufacturer of all inspection or test failure Products, which are still under manufacturers warranty; and

- Establishing procedures and processes to ensure inventory integrity between Netgear's operating system and Kerry Logistics' operating system.

1.9 COST PLUS MODEL

Netgear intends to manage the Hong Kong distribution center on a cost-plus model basis, as specified further in Exhibit 3 attached hereto. Freight charges shall be excluded from the cost model and shall be managed separately.

1.10 REPORTING

Netgear shall be provided with direct access to Kerry Logistics' systems, including but not limited to Netgear Warehouse Control System information, which shall take place via web. Such direct access shall include but not be limited to access to on-hand inventory, receipts, shipments, but excluding RMA. Kerry Logistics shall provide standard or custom reports to Netgear on regular basis for comparison to Netgear's Sun System database. Kerry Logistics shall provide Netgear with daily access to web site and account activity. Kerry Logistics shall provide Netgear with a mutually agreed to set of standard reports on a daily, weekly and/or monthly basis as required.

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Netgear and Kerry Logistics Operating Agreement

1.11 PERFORMANCE INDICATORS

INBOUND FLOWS

The standard shall be that Products are handled in and stock updated the day of arrival.

WAREHOUSING

Kerry Logistics agrees to ensure an inventory accuracy of 100%, re-insured at Netgear's expense, and accepts full responsibility for missing Products.

MEASUREMENT METHOD

The measurement method shall be a cycle count.

ORDER PICKING

The standard shall be that orders received before 15:00 p.m. Hong Kong time are ready for shipment the next working day. Depending on the number of orders and lines to be shipped, the parties shall reach an agreement on the percentage of Orders to be received over night. The measurement method and systems shall indicate when an Order is ready for shipment.

ORDER CORRECTNESS

Kerry Logistics shall ensure that 99.9 % of the Order lines picked are correct, provided that the content of the cartons in stock is correct.

DISTRIBUTION

Kerry Logistics shall not have any direct liability for on-time deliveries as delivery is subcontracted to third parties. However the carriers used offer a 98% on-time delivery but do not guarantee same.

1.12 INSURANCE

Netgear shall provide its own marine and property insurance to cover fires, flood, and other acts of God. Kerry Logistics shall be insured at its own cost for workers' compensation and losses and damages caused by Kerry Logistics' negligence. A copy of Kerry Logistics' insurance policy shall be made available to Netgear at its first demand.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Netgear and Kerry Logistics Operating Agreement

EXHIBIT 2

PRICE LIST

                                                   BASIS          AMOUNT
                                                   -----          ------
(1)      Facility Set-up Cost                     One-off     US$  [*]

(2)      Relocation Cost from Celestica's         One-off     US$  [*]
         Facility

(3)      Logistics Services Cost (1)              Monthly     US$  [*]

(4)      Miscellaneous Cost (1) -                 Monthly     US$  [*]
         Quality & RMA

(5)      Miscellaneous Cost (2) -                 Monthly     US$  [*]
         Supply Chain Management (3)

ALL MISCELLANEOUS COST (A) AND MISCELLANEOUS COST (B) UNDER ITEMS (4) AND (5) INCLUDE 10% MANAGEMENT FEE. SERVICES CHARGES FOR ITEMS (4) &
(5) HERETO SHALL BE REVIEWED AND AGREED, ON QUARTERLY BASIS, BETWEEN NETGEAR AND KERRY LOGISTICS IN WRITING (INCLUDING FAX & EMAIL). THE DEADLINES FOR QUARTERLY REVIEW SHALL BE NO LATER THAN THE FIRST DATE OF EACH OPERATING QUARTER (I.E., JANUARY 1, APRIL 1, JULY 1, OCTOBER 1).

UNLESS BEING AGREED IN WRITING OTHERWISE, THE HIGHEST MONTHLY COST WITHIN THE PREVIOUS OPERATING QUARTER SHALL BE DEEMED AS THE AGREED MONTHLY SERVICE COST FOR THAT CURRENT OPERATING QUARTER.

(6)      Other Services as Required:-

         6.1      Labour Worker                          as required      US$ [*]/ labor day; overtime: US$ [*]/ labor
                                                                          hour

         6.2      Non-Labour Worker                      as required      US$ [*]/ man day; overtime: US$ [*]/ man hour

         6.3      Pallets                                as required      US$ [*]/pallet

         6.4      Overflow Storage (All-in Rate)         as required      US$ [*]/ pallet: min 10 pallets (all-in rate)

         6.5      Vanning/ Devanning                     as required      US$ [*]
                                                                          US$ [*]

         6.6      Loading / Unloading (Truck)            as required      US$ [*] /CBM. min [*] CBM

         6.7      Forklift Driver                        as required      US$ [*]/[*] hours

(1) Inclusive of dedicated facility for Netgear operations (approximately 30,000 sq. ft.), inventory management, basic value-added services, utility and office expenses, RF enabled operations, IQC room, test equipment maintenance but exclusive of overseas travelling expenses or any other ad-hoc services.

(2) August 2001 actual representation.

(3) Facility expenses, IT & telecommunications expenses, distribution & warehousing expenses, transportation, office supplies & other related expenses.

(4) August 2001 actual representation.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Netgear and Kerry Logistics Operating Agreement

EXHIBIT 3

TRANSPORTATION COSTS

Local Haulage           Kwai Chung Container Terminal - Kerry facility in Kwai Chung
                        US$ [*]
                        US$ [*]

Local Truckage          US$ [*]/CBM, min [*] CBM (excluding gate/toll, which will be charged back to
                        Netgear)

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.29

Date: August 28, 2002 Vendor A/P No. ___________________ Dept. No 24

COSTCO WHOLESALE VENDOR AGREEMENT (BASIC)
UNITED STATES (2000)

NETGEAR, Inc. ("Vendor") and both Costco Wholesale Corporation and The Price Company (both referred to as "Costco Wholesale") agree that:

A. AGREEMENT DOCUMENTS. All sales and deliveries of all products by Vendor to Costco Wholesale (or other purchaser under paragraph C below), and all purchase orders by Costco Wholesale to Vendor, will be covered by and subject to the terms of each of the following documents (collectively the "Agreement Documents"):

- This Vendor Agreement;

- The attached Costco Wholesale Standard Terms United States (2000), as they may be amended from time to time ("Standard Terms"); and

- Each Vendor Purchase Program Agreement, Item Agreement and special program agreements (such as warehouse displays, promotions or rebates) that have been or will be signed between the Vendor and Costco Wholesale.

B. INCONSISTENCY. The above Agreement Documents collectively are an agreement between us, are part of this Vendor Agreement and are incorporated herein by reference. In case of any inconsistency between any Agreement Documents, the last such document in the above list will take priority over any document higher on the list.

C. PURCHASER. Each purchase will be made in the trade name of "Costco Wholesale," but will be for the account of either Costco Wholesale Corporation ("Costco") or The Price Company ("Price") or both, or of their affiliates or licensees for whom Costco and Price act as purchasing agents.

D. INSURANCE. The insurance requirements are set forth in Section 16 of the Standard Terms.

E. DISPUTES. Disputes shall be resolved under Sections 20 and 21 of the Standard Terms.

F. RELATIONSHIP OF THE PARTIES. The relationship between Costco Wholesale and Vendor is that of an independent contractor and Vendor agrees that it has not and shall not hold itself out as, nor shall Vendor be deemed to be, an agent of Costco Wholesale.

G. VENDOR CODE OF CONDUCT. Vendor agrees to comply with Costco Wholesale's vendor Code of Conduct (11-1-99) as outlined in the November 1999 letter from Jim Sinegal, President and CEO, to all Costco Wholesale Vendors.

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H. OTHER FORMS. The Agreement Documents supersede all terms in Vendor's invoices and other forms, and all prior oral or written communications between us, for the matters covered in the Agreement Documents. No party is entering into these Agreement Documents in reliance on any oral or written promises, representations or understandings other than those in the Agreement Documents. The Agreement Documents can be amended only in a writing signed by an authorized official of each of us.

I. The agreement Documents can be canceled at anytime without cause, by either party upon 60 days written notice to the other party. Vendor agrees to fulfill all outstanding obligations unless otherwise provided in writing by Costco Wholesale.

J. LIMITATION OF LIABILITY. With the exception of Vendor's indemnification obligations set forth in the agreement documents, in no event will either party be liable to the other party for special, direct or consequential damages.

COSTCO WHOLESALE CORPORATION VENDOR:
THE PRICE COMPANY

By: /s/ illegible                            By: /s/ Ray Robidoux
    -------------------------------              -------------------------------
               (Buyer)                             (Signature of Owner, Officer,
                                                   or other Authorized Employee)

By: /s/ illegible                            By: Ray Robidoux
    -------------------------------              -------------------------------
                (GMM)                                 (Print Name and Title)

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COSTCO WHOLESALE STANDARD TERMS
UNITED STATES (2000)

These terms and conditions ("Standard Terms") apply to every shipment and sale of Merchandise from Vendor either to Costco Wholesale Corporation ("Costco") or The Price Company ("Price") or affiliates or licensees for whom Costco and Price act as purchasing agents ("Affiliate Purchasers"), unless otherwise agreed in writing and signed by Costco or Price and by Vendor. Each purchase will be made in the trade name of "Costco Wholesale," but will be for the account of either Costco or Price or both, or of one of the Affiliate Purchasers. The term "Costco Wholesale" as used below means the entity or entities for which the purchase is being made. The term "Agreement Documents" refers to all documents as defined in the Basic Vendor Agreement.

1. MERCHANDISE AND PALLETS.

(a) "Merchandise" includes all goods described in any Costco Wholesale Purchase Order to Vendor and all packaging, instructions, warnings, warranties and other materials and services normally included with such Merchandise. Packing (including pallets) shall comply with all requirements of the carrier and Costco Wholesale, and its cost is included in the price of the Merchandise. Vendor shall inspect all Merchandise prior to shipment to ensure quality, safety and conformity and to ensure that the Merchandise is properly packed and loaded to prevent transit damage and tampering.

(b) "Pallets" must at a minimum, be of standard GMA #1 quality, 4 way entry (40" x 48") or CHEP. In the event pallets do not meet these minimum standards, Costco Wholesale, at its sole option, may, at Vendor's sole expense, reject the Merchandise and/or rework the pallets.

2. PURCHASE ORDERS. Vendor may ship only against a written Costco Wholesale Purchase Order ("Purchase Order"). A Purchase Order shall be considered an acceptance of any offer to sell by Vendor. Also, shipment in response to a Purchase Order is acceptance of the Purchase Order and of these Standard Terms. Except as specified in a Purchase Order, projections, any past purchasing history and representations about quantities to be purchased are not binding and Costco Wholesale shall not be liable for any act or expenditure (including expenditures for equipment, labor, materials or packaging) by Vendor in reliance on them. The relationship between Costco Wholesale and Vendor is that of an independent contractor and Vendor agrees that it has not and shall not hold itself out as, nor shall Vendor be deemed to be, an agent of Costco Wholesale.

3. P.O. & ITEM NUMBER. Vendor shall mark all invoices, bills of lading, and packing lists to show legibly the complete Costco Wholesale Purchase Order and Item number(s) to which they relate.

4. DOCUMENTS. Vendor shall comply with all billing, payment and document instructions in the Costco Wholesale Vendor Credit Information Packet, as it may be revised from time to time. On the date any Merchandise is shipped, Vendor shall send to the "Bill To" address an original invoice which reflects Costco Wholesale's Purchase Order and accounts payable vendor number. The actual scale weights shall be shown on all bills of lading and other shipping documents which must accompany the Merchandise to the shipping destination. Any claims submitted by Vendor to Costco Wholesale regarding unpaid invoices, partial payments, RTVs, rebate or audit deductions, etc. must be submitted on a Costco Wholesale Standard Vendor Claim Form.

5. PRICE CHANGES. The prices on Costco Wholesale's Purchase Order are not subject to any increase or additional charges because of increased cost, any change in law or any other reason. Also, Vendor must give Costco Wholesale
[*] advance written notice of any price change on future orders.

6. PAYMENT. Unless otherwise agreed in writing, Costco Wholesale shall not be obligated to pay any invoice until [*] after delivery is completed under Section 7 below. Vendor shall not assign or factor its account without prior written notice by Vendor to Costco Wholesale. Said assignee or factoring third party is only entitled to the payment validly owed to Vendor and said assignment does not confer upon assignee or factor any other rights. Once the account has been assigned to a third party, the assignment shall not be changed or discontinued without the prior written consent of both the Vendor and such third party and prior written notice to Costco Wholesale.

7. DELIVERY. Vendor will be responsible for making all claims with the carrier, in writing, for all losses or damages and/or rework expenses regardless of whether Costco Wholesale arranges carriage, designates the carrier and/or pays the freight. Sales are on a delivered basis and Vendor's delivery of the Merchandise will occur and risk of loss will pass only when and to the extent conforming Merchandise has been received at the Costco Wholesale warehouse or depot designated in the Purchase Order and a Costco Wholesale employee has signed the bill of lading or other shipping document acknowledging that receipt. However, if the Purchase Order designates an FOB sale with delivery to an ocean port or carrier for ocean shipment, the terms of sale and delivery will be FOB Vessel Incoterms 2000. All ocean shipments for Hawaii and Alaska are FOB Costco Wholesale.

8. LATE SHIPMENT. Costco Wholesale [*]. Vendor shall notify Costco Wholesale immediately if any shipment will not occur in time to arrive by the "Ship To Arrive Date". Vendor shall ship back orders and late shipments only to the extent authorized in writing by Costco Wholesale, and only on a freight prepaid basis at Vendor's expense.

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COSTCO WHOLESALE STANDARD TERMS UNITED STATES(2000)

9. COMPLIANCE WITH LAWS. Vendor warrants all Merchandise to be manufactured, processed, packaged, labeled, tagged, tested, certified, accurately marked, weighed, inspected, shipped and sold in compliance with all applicable industry standards and all applicable federal, state, provincial and local laws, treaties and regulations, including by way of example all laws and regulations relating to health, safety, environment, serial and identification numbers, labeling and country of origin designation; and including all FDA, toxic substances, OSHA and EPA regulations, Federal Meat Inspection Act or Poultry Products Inspection Act, or any other food safety statute; Customs requirements; and the requirements of California Proposition 65. Vendor agrees to execute and/or furnish to Costco Wholesale on reasonable request, all certifications, guaranties and other documents regarding compliance with such laws and regulations, including any Material Safety Data Sheet ("MSDS") as required by OSHA regulations.

10. U.L. All electrical Merchandise must be approved by Underwriter's Laboratories, Inc.

11. ABILITY TO SELL. Vendor warrants and represents to Costco Wholesale that the Merchandise and its resale will not infringe any patent, trademark, trade dress, trade name, copyright or other right; that the Merchandise is without defects and has adequate warnings and instructions; and that Vendor is not a party to any agreement or understanding, and that there is no other impediment or restriction that limits, prohibits or prevents Vendor from selling and delivering the Merchandise to Costco Wholesale or limits, prohibits or prevents Costco Wholesale from reselling the Merchandise.

12. REJECTION/MERCHANDISE RETURN.

(a) Costco Wholesale [*], any Merchandise, shipment or portion thereof that is non-conforming, or that is shipped contrary to Costco Wholesale's instructions, or that is in excess of the quantities covered by the Purchase Order, or that allegedly contains any defect or inadequate warnings or instructions, or allegedly violates any law, regulation, or court or administrative order, or allegedly infringes any patent, trade name, trade dress, trademark, copyright or other right;

(b) [*]. Vendor hereby assumes, and shall bear and pay, all risks and expenses of unpacking, examining, repacking, storing, holding and/or reshipping or returning any such Merchandise, and shall reimburse Costco Wholesale its net landed cost for such Merchandise as shown on the books of Costco Wholesale, in addition to any other remedies available to Costco Wholesale. In the event Vendor's payment terms include a cash discount, such discount is not refundable to Vendor upon return of Merchandise pursuant to this
Section 12;

(d) In the event Costco Wholesale cancels any Purchase Order pursuant to Section 8, rejects any Merchandise due to its non-conformance pursuant to this Section 12, accepts customer returns pursuant to Section 13, or exercises its rights under Section 14, Costco Wholesale shall not be liable for any, damages including consequential or incidental damages or lost profits or expenses incurred by Vendor as a result of such cancellation, rejection, acceptance, revocation of acceptance, refund, or offset.

13. CUSTOMER RETURNS. Costco Wholesale may reject or revoke acceptance of any Merchandise returned by Costco Wholesale's customers for any reason stated in Section 12(a) above.

14. REFUND; OFFSETS. At Costco Wholesale's option, Vendor [*]; and Costco Wholesale may offset any such amounts against amounts Costco Wholesale owes to Vendor. Costco Wholesale may also offset costs associated with defective pallets, monies owed for regulatory fines or penalties (including associated attorneys' fees), any rebates/incentive allowances and any other amounts owed by Vendor against amounts Costco Wholesale owes to Vendor. Costco Wholesale may, at the end of a season, at the close of a business relationship, or otherwise, hold back a reasonable reserve for future claims against amounts owed. In the event there remains an outstanding balance owed Costco Wholesale after such offset, Vendor shall immediately pay to Costco Wholesale said balance.

15. INDEMNITY. Vendor shall defend, hold harmless and indemnify Costco Wholesale and its subsidiaries, affiliates, employees, agents and representatives from and against any and all claims, actions, liabilities, losses, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of:

(a) Any actual or alleged infringement of any patent, trademark, trade name, trade dress, copyright or other right relating to any Merchandise, or other breach of these Standard Terms,

(b) Any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, claimed to result in whole or in part from the Merchandise or any actual or alleged defect in such Merchandise, whether latent or patent, including any alleged failure to provide adequate warnings, labeling or instructions,

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COSTCO WHOLESALE STANDARD TERMS UNITED STATES(2000)

(c) Any actual or alleged violation of any law, statute or ordinance or any administrative order, rule or regulation relating to the Merchandise, or to its manufacture, shipment, import, labeling, weights and measurements, use or sale, or any failure to provide an MSDS or certification, or

(d) Any act, activity or omission of Vendor or any of its employees, representatives or agents, including activities on Costco Wholesale's premises and the use of any vehicle, equipment, fixture or material of Vendor in connection with any sale to or service for Costco Wholesale.

These indemnities and obligations of Vendor shall not be affected or limited in any way by Costco Wholesale's extension of warranties to its customers, or by any approval, specification, act or omission of Costco Wholesale. Vendor shall have no obligation to defend, hold harmless and indemnify Costco Wholesale for Costco Wholesale's sole negligence or intentional acts.

16. INSURANCE.

(a) Vendor shall obtain and maintain, at its expense, a policy or policies of:

(i) Commercial General Liability (including product and completed operations, personal and advertising injury and contractual liability coverage), with a minimum of [*] General Aggregate limit; [*] Products and Completed Operations Aggregate limit; and [*] each occurrence, written on an occurrence form.

(ii) For Vendors whose employees enter Costco Wholesale's premises, Workers' Compensation Insurance with statutory limits and Employers' Liability (Stop-Gap Liability) insurance with minimum limits of [*]; Automobile Liability Insurance with [*] coverage limits for each accident, including owned, non-owned and hired vehicles.

(b) Vendor will provide Certificates of Insurance at all times naming Costco Wholesale Corporation and The Price Company as "Additional Insureds" with respect to General Liability and Automobile Liability policies, and attach the Broad Form Vendor Endorsement executed in favor of Costco Wholesale and The Price Company, to the Certificates of Insurance, and protecting all parties from the liability set forth in 16(a) above. Vendor's insurers must be Best's rated B+, VII or better. Vendor shall provide the Certificates of Insurance, evidencing the required coverage, prior to receiving a Purchase Order from Costco Wholesale.

(c) Policy limits may not be reduced, terms changed, or policy canceled with less than thirty (30) days' prior written notice to Costco Wholesale. Vendor's insurance shall be primary with respect to all obligations assumed by the Vendor pursuant to the Agreement Documents. It shall be the responsibility of the Vendor to ensure that any of its agents, representatives, subcontractors, and independent contractors comply with the above insurance requirements. Coverage and limits referred to above shall not in any way limit the liability of the Vendor.

17. RECALLS. In the event Merchandise is the subject of a recall (which includes safety notices) initiated by Costco Wholesale, Vendor, or a government or consumer protection agency, Vendor shall be responsible for all costs and expenses associated with the recall or notice and shall reimburse Costco Wholesale for all costs and expenses incurred by Costco Wholesale related to the recall or notice, including recalling, shipping and/or destroying the Merchandise (and where applicable, any products with which the Merchandise has been packaged, consolidated or commingled), including refunds to customers and Costco Wholesale's net landed cost of unsold Merchandise.

18. TAXES. Costco Wholesale's purchase is for resale unless Costco Wholesale otherwise states in writing. Vendor's pricing should be exclusive of all sales, use and like taxes. If claiming the resale sales tax exemption, Costco Wholesale .will provide Vendor with valid tax exemption (resale) certificates for those states where deliveries are to be made. Vendor's invoicing Costco Wholesale for any tax or fee shall constitute a warranty that Vendor is duly registered with the agency which levies the tax or fee. If Vendor does not remit the tax or fee to the appropriate agency, and/or if the same tax or fee is subsequently assessed by the agency against Costco Wholesale, Vendor shall reimburse Costco Wholesale for all amounts of tax or fee Costco Wholesale has remitted to Vendor to date and Vendor shall defend, indemnify and hold harmless Costco Wholesale against all losses, penalties, interest and expenses (including attorneys' fees).

19. OTHER REMEDIES. The exercise of any remedy herein shall be without prejudice to any other right or remedy available to either party.

20. DISPUTES AND ARBITRATION. All claims and disputes that (1) are between Vendor and Costco Wholesale or its affiliates, Affiliate Purchasers, subsidiaries, parents and/or their employees, and (2) arise out of or relate to the Agreement Documents or any agreement or transaction or occurrence between Vendor and Costco Wholesale or to their performance or breach (including any tort or statutory claim) ("Arbitrable Claims"), shall be arbitrated under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), in English at Seattle, Washington, before one neutral arbitrator who may be a national of any party and who shall be a member of the AAA's Large Complex Case Panel. All documents and information relevant to the claim or dispute in the possession of any party shall be made available to the other party not later than sixty (60) days after the demand for arbitration is served, and the arbitrator may permit such depositions or other discovery deemed necessary for a fair hearing. The hearing may not

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COSTCO WHOLESALE STANDARD TERMS UNITED STATES(2000)

exceed two days. The award shall be rendered within 120 days of the demand. The arbitrator may award interim and final injunctive relief and other remedies, but may not award punitive damages. No time limit herein is jurisdictional. Any award of the arbitrator (including awards of interim or final remedies) may be confirmed or enforced in any court having jurisdiction. Notwithstanding the above, Costco Wholesale or Vendor may bring court proceedings or claims against each other (i) solely as part of separate litigation commenced by an unrelated third party, or (ii) if not first sought from the arbitrator, solely to obtain in the state or federal courts in King County, Washington, temporary or preliminary injunctive relief or other interim remedies pending conclusion of the arbitration. In the case of contradiction between the provisions of this
Section 20 and the Commercial Arbitration Rules of AAA, this Section shall prevail.

21. VENUE; ATTORNEYS' FEES. Vendor consents to the personal jurisdiction and venue of the federal and state courts in King County, Washington, for any court action or proceeding. The prevailing party in any arbitration or court action or proceeding shall be awarded its reasonable attorneys' fees, expenses and costs.

22. GOVERNING LAW. The Agreement Documents and all agreements between Vendor and Costco Wholesale shall be governed by and construed according to the laws of the state of Washington without regard to conflicts of laws principles.

23. SEVERABILITY. If any provision of any Agreement Document or of any agreement between Vendor and Costco Wholesale is held invalid or unenforceable, it shall be so held to the minimum extent required by law and all other provisions shall remain valid and enforceable.

24. BAR CODES. Vendor shall place on all Merchandise sold to Costco Wholesale an accurate Universal Product Code ("UPC") that complies with the written Costco Wholesale Uniform Product Code Requirements, as amended from time to time. Vendor will promptly supply Costco Wholesale with its 12-digit manufacturer assigned UPC number. If Vendor fails to place an accurate UPC on any Merchandise, Costco Wholesale may assess Vendor for Costco Wholesale's internal costs and any associated fines, costs, expenses or attorneys' fees levied. If requested by Costco Wholesale, Vendor shall place Costco Wholesale's assigned item number on all Merchandise supplied to Costco Wholesale.

25. CALIF. PROP. 65. Vendor represents it is fully aware of, and agrees to comply with, California Proposition 65 (Calif. Health & Safety Code 25249.5-25249.13) and its implementing regulations (22 Calif. Code Reg. Section 12000 et seq), including the following:

(1) The Merchandise must not contain chemicals known to the State of California to cause cancer or reproductive toxicity; or

(2) The quantity of the chemical in question is in compliance with the Federal and California standards, or the Merchandise must carry a warning label that complies with California law.

Vendor shall provide Costco Wholesale a current MSDS that meets the requirements of OSHA regulations and California Admin. Code, Title 8, Section 5194, or a statement from the manufacturer that no MSDS is legally required for the Merchandise.

26. OZONE LAWS. Vendor represents and certifies that:

(1) No Merchandise contains any foam or other substances ("Banned Substances") banned under regulations adopted by the U.S. Environmental Protection Agency ("EPA") or under any other U.S. laws or regulations; and

(2) The Merchandise either (a) does not contain and/or is not manufactured with the use of any Class 1 or Class II Ozone-Depleting Chemicals ("ODCs"), or (b) is properly labeled in full compliance with EPA regulations and other applicable laws and regulations.

27. TRADEMARKS. The ownership and exclusive use of the trademarks owned by Costco Wholesale, which include Costco Wholesale and all derivatives thereof, shall remain vested in Costco Wholesale and Vendor shall have no rights or interest in them. Vendor agrees that prior to using Costco Wholesale's marks or logo in any manner, it will obtain prior written consent and comply with Costco Wholesale's Guidelines.

28. CHILD/FORCED PRISON LABOR LAWS AND VENDOR CODE OF CONDUCT. Vendor, by signing the Vendor Agreement, represents and warrants that it and its subcontractors/suppliers will comply with all applicable local government regulations regarding minimum wage, living conditions, overtime, working conditions, child labor laws and the applicable labor and environmental laws. Vendor further represents and warrants that it and its subcontractors/suppliers do not use any form of forced prison labor and/or child labor under the age of 14 or the minimum age required by the local government, whichever is older. Vendor also agrees to comply with Costco Wholesale's Vendor Code of Conduct.

Page 4

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT 10.30

NETGEAR, INC.
MASTER PURCHASE AGREEMENT
MARCH 27, 2003

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NETGEAR
MASTER PURCHASE AGREEMENT

This Master Purchase Agreement (the "Master Agreement") is entered into as of March 27, 2003 ("Effective Date") between NETGEAR, Inc., a Delaware corporation having its principal place of business at 4500 Great America Parkway, Santa Clara, California 95054 ("NETGEAR") and, Cameo Communications Corporation, a Taiwan corporation having its principal place of business at 6F, No. 22, Chung Shin Rd., His-Chih, Taipei, Taiwan ("SUPPLIER"), for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged. Incorporated into this Master Agreement by reference herein are:

Exhibit A, General Terms (Version US11/07/02)

Exhibit A1, Purchase Order (Version US11/07/02)

Exhibit A2, Purchase Price and Services Fees (Version US11/07/02)

Exhibit A3, Products, Product Specifications and Lead Time
(Version US11/07/02)

Exhibit A4, NETGEAR Proprietary Technology (Version US11/07/02)

Exhibit B, Software License Terms (Version US11/07/02)

and any of the following selected Exhibits (uncheck the box for any Exhibits that shall not be part of this Master Agreement):

[X] Exhibit C, Maintenance Services Terms (Version US11/07/02)

[X] Exhibit D, Intellectual Property Protection Agreement (Version US11/07/02)

[X] Exhibit D1, Statement of Work (Version US11/07/02)

[X] Exhibit E, Non-Recurring Engineering Costs (Version US11/07/02)

[X] Exhibit F, Supplier Training Services Terms (Version US11/07/02)

[X] Exhibit G, Quality Procedures/On-Going Reliability Testing

(Version US11/07/02)

IN WITNESS WHEREOF, the parties have caused this Master Agreement to be executed by their duly authorized representatives with the intent to be legally bound as of the Effective Date.

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NETGEAR, Inc.                                         Cameo Communications, Inc.

/s/ Michael F. Falcon                                 Evelyn Wang
_____________________________________                 --------------------------
Name                                                  Name

Vice President of Operations                          President
_____________________________________                 --------------------------
Title                                                 Title

March 31, 2003                                        Mar. 27, 2003
_____________________________________                 --------------------------
Date                                                  Date

                            Master Purchase Agreement

                                                                          Page 3

                                    EXHIBIT A
                                  GENERAL TERMS
                               Version US11/07/02

RECITALS

A. NETGEAR is engaged in the design, manufacture and sale of certain home and office systems and related products, which consist of hardware and associated software.

1. DEFINITIONS

1.3 Documentation: means all technical and operating guides and manuals and program descriptions of the Products listed in Exhibit A3, as updated by SUPPLIER from time to time.

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1.5      Epidemic Failure: means a defect or set of related defects in the
         Products resulting from defects in material, workmanship, manufacturing
         process or design deficiencies affecting one-quarter percent (.25%) or
         more of the Products delivered during any three (3) month period.

1.6      Intellectual Property Rights: means all United States and foreign
         patents, copyrights, trade names, trademarks, trade secrets, know-how,
         mask work rights, and any other intellectual property rights, whether
         registered or unregistered.

1.7      Marks: means NETGEAR's trademarks, service marks, trade names, and
         logos.

1.8      Maximum Quantity: means the quantity of the Products in excess of [*].

1.9      NETGEAR Proprietary Technology: means any proprietary information,
         technical data, trade secrets or know-how, including, but not limited
         to, research, product plans, computer software and code, developments,
         inventions, processes, formulas, technology, designs, drawings,
         engineering, hardware configuration information, and other information
         and technology disclosed by NETGEAR either directly or indirectly in
         writing, orally or by drawings or inspection of parts or equipment. By
         way of illustration and not limitation, NETGEAR Proprietary Technology
         may include materials listed in Exhibit A4.

1.10     Products: means the SUPPLIER base products identified in Exhibit A3
         that are privately labeled and customized for NETGEAR in accordance
         with the Product Specifications, and the Work Products that are
         developed for NETGEAR by SUPPLIER in accordance with Exhibit D. All
         Products include the Supporting Software.

1.11     Product Specifications: means the specifications for the Products set
         forth in Exhibit A3.

1.12     Refurbished Products: means the Products that contain used or repaired
         parts.

1.13     Supporting Software: means all device drivers, firmware, and all
         necessary software for the proper operation and support of the Products
         and any Updates thereto. The Supporting Software may be pre-installed
         on the Products or be in a stand-alone form. SUPPLIER shall supply the
         Products along with the Supporting Software and to the extent
         reasonably possible the supporting Software shall include built-in
         diagnostic software that NETGEAR can run on its own systems.

1.14     Taxes: means all federal, state, local, foreign, international, sales,
         use, withholding and value added taxes, GST, duties and other
         government charges (except for taxes based on NETGEAR's net income),
         and any related penalties and interest.

1.15     Unit Price: means prices for the Products that are set out in
         SUPPLIER's price list, less the applicable discount specified in
         Exhibit A2.

1.16     Updates: means all future enhancements, improvements or modifications
         to the Supporting Software. An Update is designated (i) by a numerical
         increase to the right of the Supporting

                            Master Purchase Agreement

                                                                          Page 5

         Software's decimal point, e.g., 3.1, or (ii) by any other reasonable
         and consistent method adopted by current standard industry practices
         for designating an update.

1.17     Upgrades: means all new versions of the Supporting Software that
         contain new features or functionality. An Upgrade is designated (i) by
         a numerical increase to the left of the Supporting Software's decimal
         point, e.g., 4.0, or (ii) by any other reasonable and consistent method
         adopted by current standard industry practices for designating an
         upgrade.

1.18     Work Products: means products as defined in Section 3.1 of Exhibit D.

2.       PURCHASE AND SALE OF PRODUCTS

2.1      General. This Master Agreement sets forth the only terms and conditions

under which NETGEAR shall purchase and SUPPLIER shall supply the Products. The terms and conditions of this Master Agreement shall apply to all Products purchased or licensed by NETGEAR from SUPPLIER. NETGEAR purchases and licenses the Products for resale to its End Users. NETGEAR may resell the Products solely in conjunction with its system or sell or lease the Products as a "Customer Kit" to its End Users. Resale, as used in the foregoing sentences, shall also include the right to grant End Users appropriate licenses or sublicenses to use the Products. NETGEAR shall have full freedom and flexibility in its decisions concerning the distribution and marketing of the Products including, without limitation, the decision of whether or not to distribute or discontinue distribution of the Products.

2.2 Private Label and Customization. All Products supplied by SUPPLIER to NETGEAR shall be customized in accordance with the Product Specifications with the use of NETGEAR Proprietary Technology, and shall be provided to NETGEAR in the color and branded with such Marks as NETGEAR may designate to SUPPLIER. Within thirty (30) days after the Effective Date of this Master Agreement, NETGEAR will provide to SUPPLIER NETGEAR Proprietary Technology and all specifications and guidelines necessary to private label the Products ("Label and Packing Specifications"). SUPPLIER shall strictly comply with such Label and Packing Specifications.

3. PURCHASE ORDERS, CHANGES AND CANCELLATIONS

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[*]. All Purchase Orders placed under this Master Agreement shall be subject to the terms and conditions set forth in this Master Agreement and on the Purchase Order. In the event of any inconsistency between this Master Agreement and the Purchase Order or SUPPLIER's sales acknowledgment, the terms and conditions of this Master Agreement shall prevail. NETGEAR hereby rejects any term, provision or condition in SUPPLIER's sales acknowledgment or other communication in conflict with, or purporting to add to, or modify, the terms of this Master Agreement or the Purchase Order, and any such term, provision or condition shall be deemed stricken and not binding upon NETGEAR. SUPPLIER shall be obligated to honor all Purchase Orders plus [*] of the quantity of the Products stated in the Purchase Orders, unless the resulting quantity of the Products requested therein exceeds the Maximum Quantity. If the quantity stated in any Purchase Order exceeds the Maximum Quantity, such order shall be subject to SUPPLIER's review and acceptance, which shall not be unreasonably withheld.

3.2 Changes to Purchase Orders. Subject to the obligations set out in
Section 4.1 below ,NETGEAR shall have the right at any time prior to delivery of the Products to make changes to the Purchase Order. SUPPLIER shall notify NETGEAR in writing if any such changes cause an increase in the time required for the performance, and NETGEAR must accept in writing such revised performance schedule in order for it to be binding. SUPPLIER agrees to accept any such changes to the Purchase Orders made at any time prior to delivery.

3.3 Cancellation for Convenience. Subject to the obligations set out in
Section 4.1 below ,NETGEAR shall have the right to cancel by written notice any Purchase Order, in whole or in part, at any time prior to delivery of the Products; provided that SUPPLIER shall be paid a cancellation charge equal to SUPPLIER's actual direct costs resulting from such cancellation. SUPPLIER's actual direct costs shall be limited to NETGEAR's unique components that cannot be utilized by other customers or disposed of without costs being incurred, and shall not include any damages occurred or costs of work performed after receipt of the cancellation notice or any costs incurred by SUPPLIER's suppliers or subcontractors. NETGEAR's liability for actual direct costs shall be contingent on SUPPLIER's using commercially reasonable efforts to mitigate damages constituting actual direct costs. SUPPLIER shall present a calculation of its actual direct costs to NETGEAR within fourteen (14) days of its receipt of the cancellation notice.

3.4 Cancellation for Cause. NETGEAR may cancel any Purchase Order at any time in the event of any default or failure to comply with the terms and conditions of the Master Agreement by SUPPLIER. If any Purchase Order is canceled for any default or cause, NETGEAR shall not be liable to SUPPLIER for any amount and SUPPLIER shall be liable to NETGEAR for any damages sustained by such default or cause giving rise to the cancellation.

3.5 Sole and Exclusive Remedy. SUPPLIER acknowledges and agrees that the liabilities set forth in Sections 3.3 and 3.4 represent NETGEAR's sole liability for the cancellation of the Purchase Orders whether for convenience or cause and represent the sole and exclusive remedy of SUPPLIER for cancellation of the Purchase Orders.

4. MONTHLY FORECASTS AND PURCHASE OBLIGATIONS

4.1 Monthly Forecasts. On approximately a monthly basis, NETGEAR will provide rolling six (6) month forecasts to SUPPLIER. SUPPLIER will use commercially reasonable efforts to support such rolling six (6) month forecasts. SUPPLIER acknowledges and agrees that any such forecast provided by

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NETGEAR is for planning purposes only. Except as expressed otherwise in this Agreement, a rolling forecast is for planning purposes only. Notwithstanding any provision to the contrary, the nearest month of a forecast shall be a binding commitment by NETGEAR purchase the forecasted quantities. Furthermore, as set out below, NETGEAR shall have the following obligations and flexibility in connection with the rolling forecast:

                                                Re schedule
                                              (within 2.months
Days from Scheduled                          and limited to one
Delivery Date (Days)     Cancellation               time)               Upside
--------------------
      0-15                  [*]                   [*]                   [*]
      16-30                 [*]                   [*]                   [*]
      31-45                 [*]                   [*]                   [*]
      46-60                 [*]                   [*]                   [*]
      60+                   [*]                   [*]                   [*]

4.2 Purchase Obligations. The parties agree that purchase order quantities must be a minimum of [*] units for each product stock keeping unit (sku) under this Master Agreement due to limitations on Printed Circuit Board lot sizes. SUPPLIER shall supply the Products in accordance with the [*] firm Purchase Orders and [*] binding forecast for all long-lead time and unique material .

5. DELIVERY OF PRODUCTS

5.1 The parties acknowledge and agree that meeting requested delivery dates specified in the Purchase Orders is a material term of this Master Agreement. SUPPLIER agrees to fill all Purchase Orders and to deliver the Products along with the applicable Documentation on the requested delivery date. SUPPLIER further agrees to work aggressively to reduce the lead times for all Products as specified in Exhibit A3. To the extent that any Purchase Order exceeds the Maximum Quantity, quantity of the Products in excess of the Maximum Quantity shall be subject to delivery schedules agreed to between NETGEAR and SUPPLIER. If delivery of the Products is delayed by SUPPLIER for more than [*] for reasons other than force majeure (as defined in Section 24.6), NETGEAR may terminate that Purchase Order and return the ordered Products (if already shipped). Upon receipt of the returned Products, SUPPLIER shall issue a full refund of all amounts if already paid for that Purchase Order, and pay any damages incurred by NETGEAR due to the delay, including any costs incurred in purchasing substitute products. NETGEAR shall have the right to offset any such amounts payable by SUPPLIER under this Section 5.1 against any amounts outstanding and payable by NETGEAR to SUPPLIER hereunder. SUPPLIER shall not deliver to NETGEAR any Products that were manufactured in locations not approved in advance and in writing by NETGEAR.

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thirty (30) days of delivery; (ii) NETGEAR explicitly accepts the Products in writing; (iii) the Products are used in a manufacturing process conducted by NETGEAR-authorized contract manufacturer and the Products successfully complete final test; or (iv) NETGEAR delivers the Products to any End User. NETGEAR's acceptance of any Products shall in no way be construed as a representation by NETGEAR that NETGEAR has completely tested the Products or that such Products comply with their specifications or conform to any warranties made by SUPPLIER under this Master Agreement. NETGEAR's acceptance of any Product shall in no way negate any warranty provided under this Master Agreement or affect any other provision of this Master Agreement. Acceptance is only to be used to determine whether SUPPLIER is entitled to receive payment for the Products. The Products rejected or supplied in excess of quantities specified in any Purchase Order may be returned to SUPPLIER, at its expense, and in addition to NETGEAR's other rights, NETGEAR may charge SUPPLIER all expenses of unpacking, examining, repacking, and reshipping such Products. If NETGEAR receives the Products with defects or non-conformities that are not apparent upon examination, NETGEAR reserves the right to require replacement thereof as well as payment of damages therefor upon discovery of any such defects or non-conformities. Nothing contained in this Master Agreement shall in any way relieve SUPPLIER from the obligation of testing, inspection and quality control with respect to the Products.

5.3 SUPPLIER shall be responsible for all actions necessary to transport the Products in accordance with this Section 5. In addition, SUPPLIER shall be responsible for payment of all shipping, freight, insurance, taxes, duty and other charges for delivery of the Products from SUPPLIER's factory to the port of exit. An itemized packing list must accompany each shipment and include the following information: Purchase Order number, quantity, shipment address, indication of partial/complete shipment, and description of the Products including, but not limited to, weight and dimensions of the Products.

5.4 Upon NETGEAR's written authorization, SUPPLIER shall deliver the Products directly from SUPPLIER's manufacturing facility to NETGEAR. NETGEAR will transmit a Purchase Order by facsimile or other agreed upon means to communicate to SUPPLIER. SUPPLIER shall communicate to NETGEAR an acknowledgment within two (2) business days of receipt of the Purchase Order confirming the quantity, delivery date, and delivery location. SUPPLIER will then schedule delivery of each Product to the delivery location on the delivery date specified in the Purchase Order. If the delivery date in SUPPLIER's acknowledgment is different than the date set forth in the Purchase Order, SUPPLIER must promptly notify NETGEAR Worldwide Procurement of the discrepancy. SUPPLIER agrees that the delivery date in SUPPLIER's acknowledgement shall not exceed the lead times as specified in Exhibit A3. If only a portion of the Products are available for shipment to meet the delivery date, SUPPLIER will notify NETGEAR and ship the available Products unless otherwise directed by NETGEAR.

5.6 NETGEAR's transmission of a Purchase Order is SUPPLIER's only authorization to ship the Products to NETGEAR and invoice NETGEAR for the Products specified in the Purchase Order.

6. PURCHASE PRICE AND PAYMENT

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it by SUPPLIER under this Master Agreement. The Unit Price for each Product will be reviewed on a quarterly basis or as otherwise required by NETGEAR. The prices can be changed only upon mutual agreement of the parties evidenced in writing signed by both parties. All prices shall be in United States dollars and are exclusive of applicable Taxes.

6.2 Equivalent Prices. SUPPLIER represents and warrants that the prices for the Products shall not be less favorable than prices applicable to sales by SUPPLIER to any other customer purchasing like quantities of substantially comparable products. If at any time during the term of this Master Agreement SUPPLIER offers to any other such customer more favorable prices and terms, SUPPLIER shall immediately offer to sell the Products to NETGEAR at equivalent prices and terms offered to such other customer. Additionally, if a lower price has been provided to another customer, then SUPPLIER will apply this lower price retroactively to NETGEAR consistent to the date that the lower price was first provided to the other customer.

6.3 Costs Reductions. NETGEAR expects material cost reductions to be pursued aggressively by SUPPLIER. Upon NETGEAR's request, SUPPLIER shall review with NETGEAR on a quarterly basis the costs associated with manufacturing each Product and SUPPLIER agrees to reduce the price of the Products in accordance with any costs reductions realized as a result of reviews. In certain cases, NETGEAR may be able to assist in component supply negotiations. If NETGEAR is able to assist SUPPLIER in obtaining component price reductions, such reductions shall be passed through to NETGEAR in its entirety through a price reduction.

6.5 Non-Recurring Engineering Costs. Non-recurring engineering costs ("NRE"), if any, shall be borne by the parties in accordance with the schedule set forth in Exhibit E.

6.6 Payment. For all Purchase Orders fulfilled by SUPPLIER, payment will be made within [*] from the date of NETGEAR's Product invoice. Unless the parties agree otherwise, all payments will be made in U.S. currency. In the event taxes are required to be withheld by any foreign taxing entity on payments due SUPPLIER, NETGEAR will deduct such taxes from any amount owed SUPPLIER and pay them to the appropriate taxing authority. NETGEAR will provide SUPPLIER a receipt for such taxes.

6.7 Taxes. Subject to Section 6.6, SUPPLIER shall pay or reimburse NETGEAR for all Taxes paid or payable by SUPPLIER or NETGEAR which are accrued or assessed during the term of this Master Agreement whether against SUPPLIER or NETGEAR, relating to this Master Agreement.

6.8 Right to Offset. NETGEAR shall have the right to offset any payments that its owes to SUPPLIER under this Section 6 against any payments outstanding and payable by SUPPLIER hereunder.

7. AUDIT RIGHTS

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SUPPLIER agrees to keep and maintain Manufacturing and Quality records, for a period of two (2) years after the end of the year to which they pertain. Upon three (3) business days prior notice, NETGEAR shall have the right to audit Manufacturing and Quality records and Cameo shall not unreasonably withhold the request.

8. OWNERSHIP OF INTELLECTUAL PROPERTY

8.1 Ownership of Rights in and to SUPPLIER Proprietary Technology. NETGEAR acknowledges SUPPLIER's exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to SUPPLIER proprietary technology that has been developed by SUPPLIER at its own expense without any involvement of NETGEAR or NETGEAR Proprietary Technology and that, except as specified in this Master Agreement, NETGEAR shall acquire no rights whatsoever in or to any of such Intellectual Property Rights. SUPPLIER reserves all rights and licenses to such SUPPLIER proprietary technology not specifically granted to NETGEAR hereunder.

8.2 Ownership of Rights in and to NETGEAR Proprietary Technology. SUPPLIER acknowledges NETGEAR's exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to NETGEAR Proprietary Technology and that, except as specified in this Master Agreement, SUPPLIER shall acquire no rights whatsoever in or to any of such Intellectual Property Rights. Without limiting the generality of the foregoing and for the avoidance of any doubt, SUPPLIER further acknowledges and agrees that any software developed by NETGEAR in support of the Products shall be owned exclusively by NETGEAR and SUPPLIER shall acquire no rights whatsoever in or to any Intellectual Property Rights associated with such software. SUPPLIER shall not utilize any of NETGEAR Proprietary Technology for any purpose whatsoever, except as authorized herein, and shall not take any action which may, in the reasonable opinion of NETGEAR, adversely affect or impair NETGEAR's rights, title and interests in and to NETGEAR Proprietary Technology. NETGEAR reserves all rights in and to NETGEAR Proprietary Technology not specifically granted to SUPPLIER hereunder.

8.4 Ownership of Rights in and to Other Technology and Materials. NETGEAR shall own exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to any software, hardware, industrial design, specifications, and other technology and materials developed by SUPPLIER at NETGEAR's request or expense, or with any involvement of NETGEAR Proprietary Technology ("Other Technology and Materials"). SUPPLIER hereby irrevocably transfers, conveys and assigns to NETGEAR, and agrees to transfer, convey and assign to NETGEAR, in perpetuity all right, title, and interest in the Other Technology and Materials, including without limitation, all Intellectual Property Rights with respect thereto. [*]. SUPPLIER agrees to execute such documents, render such assistance, and take such other action as NETGEAR may reasonably request, at NETGEAR's expense, to apply for, register, perfect, confirm, and protect NETGEAR's rights in the Other Technology and Materials. SUPPLIER hereby irrevocably designates and appoints NETGEAR and its duly authorized officers and agents as its agents and attorneys-in-fact, to act in its behalf and instead of SUPPLIER, to execute and file any such application, and to do all other

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lawfully permitted acts to further the prosecution and issuance of Intellectual Property Rights for the Other Technology and Materials thereon with the same legal force and effect as if executed by SUPPLIER. This power of attorney shall be deemed coupled with an interest and shall be irrevocable.

8.5 NETGEAR's License to the Supporting Software. SUPPLIER agrees to grant and hereby grants to NETGEAR a license to the Supporting Software on the terms and conditions specified in Exhibit B.

8.6 Protection of NETGEAR's Introduction of Partner Technology and Engineering Expertise. NETGEAR may introduce its partners' technology to SUPPLIER in order to integrate such technology into the Products. If such an introduction occurs, the parties acknowledge and agree that Exhibit D of this Master Purchase Agreement is applicable to such technology.

9. TRADEMARK LICENSE

10. CONFIDENTIALITY

10.1 Confidential Information. The parties agree that for the purpose of this Master Agreement confidential information shall mean and include any and all data and information not in the public domain, relating to, or contained or embodied in, the business, affairs, products or services of either party ("Confidential Information"). Data and information shall be considered to be Confidential Information if (i) the disclosing party has marked them as such,
(ii) the disclosing party, orally or in writing, has advised the receiving party of their confidential nature, or (iii) due to their character or nature, a reasonable person in a like position and under like circumstances would treat them as secret and confidential. Confidential Information does not include, for purposes of this Master Agreement, material or information that: (a) is already, or otherwise has become, generally known by third parties as a result of no act or omission of the receiving party; (b) subsequent to disclosure hereunder was lawfully received from a third party having the right to disseminate the information and without restriction on disclosure; (c) was already known by the receiving party prior to receiving it from the disclosing party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by the receiving party without use of Confidential Information of the disclosing party.

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10.3 Return of Confidential Information. Upon the expiration or termination of this Master Agreement, at the request of either party, the receiving party will cease all use of the disclosing party's Confidential Information and will promptly destroy or return to the disclosing party all such Confidential Information in tangible form and all copies thereof in that party's possession or under its control, and will destroy all copies thereof on its computers, disks and other digital storage devices. NETGEAR's compliance with this Section 10.3 shall be subject to its and its End Users' ability to continue to use the Products provided under this Master Agreement. Upon request, a receiving party will certify in writing its compliance with this Section 10.3.

11. REPRESENTATIONS AND WARRANTIES

11.1 SUPPLIER represents and warrants on an ongoing basis that:

11.1.1 NETGEAR will acquire good and marketable title to the Products, and that all Products will be free and clear of all liens, claims, encumbrances and other restrictions;

11.1.3 All Products will be free from defects in design, materials and workmanship, and will perform in conformance with SUPPLIER's Product specifications and specifications provided by NETGEAR in Exhibit A3 for [*] from the date of delivery to NETGEAR unless a greater warranty period is stated in documents accompanied by the Products. The foregoing warranty extends to any Product which was properly used for its intended purpose and does not cover the Product which was modified without SUPPLIER's approval or which was misused or subjected to unusual physical stress;

11.1.4 It has all the necessary rights and licenses in, and to, the Products necessary to allow NETGEAR to resell and sublicense the Products without restriction or additional charge; and

11.1.5 The Products do not infringe any third party's Intellectual Property Rights.

11.2 On-Going Quality Assurance. SUPPLIER will follow good manufacturing practices (equivalent to IPC Class II for electrical assembly) utilizing materials, techniques, and procedures, which conform to industry standards. SUPPLIER shall comply and shall use suppliers in its manufacturing process which comply with the requirements of ISO 9000 and CE Mark standards, and all other applicable global standards including any requested by NETGEAR in Exhibit A3. Without limiting the generality of the foregoing, SUPPLIER represents that it has and shall maintain ISO 9000 certification. SUPPLIER shall monitor, test and assure the quality of the Products in accordance with Exhibit G (Quality Procedures/On-Going Reliability Testing).

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the then-current Purchase Order price for such Non-Conforming Products (such amount shall be applied towards subsequent purchase price payables for the Products). All such Non-Conforming Products will be shipped by NETGEAR to SUPPLIER at SUPPLIER's risk and expense, including packing and freight charges to and from SUPPLIER, and SUPPLIER will reimburse NETGEAR for any reasonable costs incurred by NETGEAR with respect to the same. Upon NETGEAR's request, SUPPLIER will, at its own cost and expense, (a) test the returned Non-Conforming Products for defects, (b) repair/refurbish the returned Non-Conforming Products that prove to be defective during testing; provided that SUPPLIER shall have the discretion to determine whether to dispose/scrap defective Non-Conforming Products, and (c) repackage the Non-Conforming Products that have been tested and repaired/refurbished. If, within [*] after SUPPLIER's carrier receives the returned Non-Conforming Products, SUPPLIER tests, repairs (if necessary), and repackages such returned products ("Refurbished Products"), then NETGEAR will repurchase such Refurbished Products at [*] of the then-current Purchase Order price for such products. If SUPPLIER does not complete such testing, repair (if necessary) and repacking within such 30-day period, NETGEAR shall not be obligated, but shall have the right and option, to repurchase the Refurbished Products at [*] of the then-current Purchase Order price for such products. In recognition of SUPPLIER's efforts with respect to the RMA program described herein, the Purchase Order price for Products ordered by NETGEAR after NETGEAR's repurchase of Refurbished Products shall be increased by a certain percentage to be mutually agreed upon between the parties in writing. Any such increase shall be based, in part, on NETGEAR's historic return rate and defect rates for the Products. These remedies are in addition to any others that may be provided by this Master Agreement or by law.

12. EPIDEMIC PROBLEMS AND SAFETY

12.1 Epidemic Failures. In the event of Epidemic Failure of the Products, SUPPLIER agrees to compensate NETGEAR for all costs and expenses (whether inside or outside the warranty period) caused by Epidemic Failure. If an Epidemic Failure occurs, NETGEAR will notify SUPPLIER, and the parties will cooperate in good faith to promptly conduct analyses of the Epidemic Failure and develop a recovery plan, which may include a preventive action plan if appropriate to correct the Epidemic Failure (the "Recovery Plan"). SUPPLIER shall bear the cost of implementing the Recovery Plan unless otherwise agreed by NETGEAR, including the cost of airfreight for the Products in need of repair to, and from, NETGEAR's End Users' locations. The parties will use reasonable efforts to minimize the costs associated with the Recovery Plan without compromising NETGEAR's ability to aggressively respond to End Users' needs. If the parties are unable to promptly agree on a Recovery Plan to correct an Epidemic Failure, NETGEAR may implement its own recovery plan which it deems reasonable under the circumstances, and SUPPLIER will reimburse NETGEAR for reasonable repair depot expenses (including, but not limited to, equipment and material, labor, test, design, product replacements, two-way

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transportation, packing, handling, etc.) and all other direct costs incurred by NETGEAR implementing the Recovery Plan associated with the Epidemic Failure. NETGEAR may at its discretion offset any such expenses and other direct costs against the amounts payable by NETGEAR to SUPPLIER hereunder.

12.2 Product Safety. In the event either SUPPLIER or NETGEAR becomes aware of any information which reasonably supports a conclusion that a hazard may exist in any Product and the defect could cause death or bodily injury to any person or property damage ("Hazard(s)"), the party becoming aware of this information shall notify the other party of the Hazard. Whenever possible, notification to the other party shall precede notice to any governmental agency, unless required by law. SUPPLIER and NETGEAR shall promptly exchange all relevant data and then, if practical, as promptly as possible, meet to review and discuss the information, tests, and conclusions relating to the alleged Hazard. At this meeting, the parties shall discuss the basis for any action, including a recall, and the origin or causation of the alleged Hazard. SUPPLIER shall be responsible for the costs affecting a recall including, but not limited to, the reasonable and actual out-of-pocket costs to NETGEAR directly related to the recall provided that NETGEAR uses reasonable efforts to mitigate SUPPLIER's damages. Each party shall, on request, provide to the other reasonable assistance in: (i) determining how best to deal with the Hazard; and (ii) preparing for, and making any presentation before, any governmental agency, which may have jurisdiction over Hazards involving the Products.

13. INDEMNIFICATION

13.1 SUPPLIER agrees to defend (or at its option settle), indemnify and hold harmless NETGEAR and its Affiliates, respective directors, officers, employees, agents, End Users and distributors from and against any and all legal claims, actions, demands, proceedings, judgments, authorized settlements, costs and expenses, including, without limitation, attorney's fees, arising out of or in connection with any alleged or actual:

13.1.1 infringement by SUPPLIER or a Product of any copyright, patent, trademark, trade secret or other Intellectual Property Rights of any third party;

13.1.2 claim by a third party that a Product provided under this Master Agreement has caused bodily injury (including death) or has damaged real or tangible personal property;

13.1.3 breach of any of SUPPLIER's warranties contained in this Master Agreement;

13.1.4 claim arising out of or relating to SUPPLIER's provision of Products whether repaired or not that contain used or refurbished parts that are not clearly and conspicuously labeled as such; and

13.1.5 any violation by SUPPLIER of any governmental laws, rules, ordinances or regulations.

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(i) procure for NETGEAR the right to continue to use and market the Product,
(ii) modify the Product so that it is no longer infringing, or (iii) replace the Product with a non-infringing Product. If the parties determine that none of these alternatives is feasible, NETGEAR will, in addition to any remedies available to it under this Master Agreement, at law and equity, return any affected Products for a full refund of the purchase price.

14. LIABILITY

15. TERM, RENEWAL AND TERMINATION

15.3 Termination.

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proceedings relating to dissolution, liquidation, winding up, bankruptcy, insolvency or the relief of creditors.

15.4 Effect of Termination.

15.4.1 Upon termination of this Master Agreement, SUPPLIER shall expedite delivery of the Products under Purchase Orders for which it has submitted acknowledgements.

15.4.5 The following provisions shall survive any termination or expiration of this Master Agreement: Sections 7, 8, 10, 11, 13, 14, 15, 16, 20, 21, 23 and 24.

16. ESCROW OF TECHNOLOGY - BREACH BY SUCCESSOR IN INTEREST

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notifies the escrow agent that the successor in interest to SUPPLIER has breached and fails and refuses to perform under this Master Agreement. The parties shall develop specific instructions to the escrow agent shortly after the execution of this Master Agreement but in no event later than forty five
(45) days following the Effective Date. [*].

17. COMPONENT SHORTAGES AND LONG LEAD-TIME

17.1 Component Shortages. In the event that component parts or supplies necessary to create or repair the Products (the "Raw Materials") become short in supply, SUPPLIER agrees to allocate all Raw Materials which are available to it to fill Purchase Orders for the Products and perform warranty repairs on the Products. Except for priority allocations of Raw Materials required pursuant to government contracts which are in place as of the Effective Date of this Master Agreement, SUPPLIER shall allocate Raw Materials to NETGEAR in the proportion of Purchase Orders placed during the previous calendar quarter. SUPPLIER agrees to cooperate with NETGEAR in identifying all Raw Materials which are likely to be in short supply and/or which have long lead times. Upon receipt of each Purchase Order from NETGEAR, SUPPLIER agrees to diligently and promptly analyze its Raw Materials inventory and projected needs to avoid shortages, and to notify NETGEAR promptly upon learning of a shortage.

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18. END OF LIFE AND SPARES

18.1 End-of-Life Purchases. In the event of termination or expiration of this Master Agreement, NETGEAR will be entitled, at its option, to place a non-cancelable Purchase Order for a "life cycle purchase" of the Products within fifteen (15) days after the effective date of such termination or expiration, for delivery within one hundred and eighty (180) days after the effective date of termination or expiration of this Master Agreement. NETGEAR agrees to give SUPPLIER two (2) month's advance notice of "end of life" Products and SUPPLIER agrees to promptly notify NETGEAR of any potential issues, concerns or exposures with the "end of life" plan for such Products.

18.2 Availability of Spares. SUPPLIER shall make available to NETGEAR spare, replacement, and maintenance parts including customized parts, necessary to enable NETGEAR to support the Products for a period of at least five (5) years after the date of the last delivery of the Products to NETGEAR. SUPPLIER will make these parts available to NETGEAR at the discounted prices set forth in Exhibit A2.

19. PRODUCT CHANGES

19.2 Engineering Change Requested by NETGEAR. When an Engineering Change to the Products is desired by NETGEAR, NETGEAR shall provide SUPPLIER applicable documentation, specifications and the requested effective date of such engineering change. SUPPLIER shall use reasonable efforts to respond within ten
(10) working days, advising NETGEAR as to: (i) implementation and the effective date of such change; (ii) associated costs; and (iii) the impact of the change upon the existing Product pricing, if any.

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20. REGULATORY COMPLIANCE

20.1 SUPPLIER is responsible for obtaining and maintaining all necessary U.S. and foreign regulatory approvals for the Products. Additionally, SUPPLIER will assist NETGEAR in addressing problems with the Products that contribute to NETGEAR system's failure to meet any regulatory requirement due to the Products being integrated into the NETGEAR systems.

20.3 In addition, SUPPLIER represents and warrants that it will comply with all applicable requirements of 33 U.S.C. Section 1251 "Federal Water Pollution Control Act" and 42 U.S.C. Section 7401 "Clean Air Act." SUPPLIER further represents and warrants that none of the items listed in paragraph (a) of FAR 52.209-5 exists with respect to SUPPLIER or any SUPPLIER's "principals" as that term is defined by FAR 52.209-5. SUPPLIER represents and warrants that it will comply with the prohibition on the use of convict labor as set forth in FAR
52.222.3 "Convict Labor".

21. IMPORT AND EXPORT COMPLIANCE

21.2 Export Control. SUPPLIER shall comply strictly with all export control laws and regulations of the United States and any other applicable laws and regulations, and shall not export, reexport, transfer, divert or disclose any such Products or Confidential Information, or any direct product thereof, to any destination restricted or prohibited by applicable export control laws, or to any national or resident thereof. SUPPLIER's obligations under this Section 21.2 shall survive the termination of this Master Agreement for any reason whatsoever.

22. INSURANCE

SUPPLIER follows Taiwan Labor Insurance Law, Employment Insurance Law, Occupational Accident Labor Protection Law, Labor Standards Law and has additional Commercial Insurance.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 General. Before either party initiates a lawsuit against the other relating to this Master Agreement, the parties agree to work in good faith to resolve between them all disputes and claims arising out of, or relating to, this Master Agreement, the parties' performance under it, or its breach. To this end, either party may request, after informal discussions have failed to resolve a dispute or claim, that each party designate an officer or other authorized representative to meet in good faith and attempt to resolve the dispute or claim. During their discussions, each party will honor the other's reasonable requests for information relating to the dispute or claim with the understanding that neither party will be required to

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turn over any attorney work product or information protected by attorney client privilege or similar legal privileges.

24. GENERAL

24.1 Assignment and Subcontracting. Neither party shall have the right or the power to assign any of its rights, or delegate the performance of any of its obligations, under this Master Agreement without the prior written consent of the other party, except: (i) to an Affiliate of such party; or (ii) in connection with the sale of all or substantially all of the assets of such party or such party's business unit or Affiliate that is principally responsible for such party's performance hereunder. SUPPLIER may not subcontract its obligations hereunder without the prior written consent of NETGEAR, which shall not be unreasonably withheld.

24.3 Severability. If and to the extent any provision of this Master Agreement is held illegal, invalid or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid or unenforceable to the extent of its illegality, invalidity or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity or

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enforceability of such provision or of any other provisions of this Master Agreement in any other jurisdiction.

24.7 Counterparts. This Master Agreement may be executed in two (2) copies, each of which shall be deemed an original and all of which together shall constitute one and the same Master Agreement.

24.9 Notices. All notices, reports and other communications between the parties relating to this Master Agreement will be sent by overnight courier or by facsimile, addressed as follows:

If to NETGEAR:

NETGEAR, Inc.
4500 Great America Parkway
Santa Clara, CA 95054

Attention: _________

Cc: CFO

If to SUPPLIER:

Cameo Communications, Inc.

6F, No. 22, Chung Shin Rd., His-Chih, Taipei, Taiwan

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Attention: Ms. Linda Lee Cc: Ms Evelyn Wang

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A1
PURCHASE ORDER
Version US11/07/02

The rights and obligations of the parties under this Purchase Order are defined by the Master Purchase Agreement between NETGEAR and SUPPLIER of _______
[EFFECTIVE DATE OF THE MASTER PURCHASE AGREEMENT] including all Exhibits referenced therein (the "Master Agreement"). Except as specified in the Master Agreement, this Purchase Order or in a separate writing duly signed by authorized representatives of both parties, no other terms and conditions shall be applicable with respect to the Products covered by this Purchase Order and any other terms and conditions are hereby expressly rejected.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A2
PURCHASE PRICE AND SERVICES FEES
Version US11/07/02

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A3
PRODUCTS, PRODUCT SPECIFICATIONS AND LEAD TIME
Version US11/07/02

1. PRODUCTS:

2. PRODUCT SPECIFICATIONS:

3. LEAD TIME:

THE ON TIME IN FULL DELIVERY PERFORMANCE GOAL IN THE UP-COMING YEARS IS AS FOLLOWS:

Q1'03: [*]
Q2'03: [*]
Q3'03: [*]
Q4'03: [*]
2003 onwards: [*]

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A4
NETGEAR PROPRIETARY TECHNOLOGY
Version US11/07/02

NETGEAR Proprietary Technology includes, but is not limited to, the following:

1.1 [*].

2.1 [*]

3.1 [*]

3.2 [*]

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT A5
CAMEO PROPRIETARY TECHNOLOGY
Date 03/26/2003

CAMEO Proprietary Technology includes, but is not limited to, the following:

1. Any computer software and code that CAMEO provides, directly or indirectly, for incorporation with or into the Products, and any developments based on such software and code (regardless of the party that created such developments). This includes, without limitation:

- [*]

2. Any Product specifications that CAMEO provides, directly or indirectly, for incorporation with or into the Products, and any developments based on such Product specifications (regardless of the party that created such developments). This includes, without limitation, the specifications for:

- [*]

(For clarification, where pre-existing, publicly available products are included as part of a CAMEO product specification, such products shall not, by themselves, be considered CAMEO Proprietary Technology.)

3. The identities or descriptions of the types of any non-public CAMEO products being researched, developed, manufactured, assembled and/or tested.

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4. Any technology, technical information or know-how that CAMEO provides, directly or indirectly, relating to Product integration, including, without limitation, technology, technical information, and know-how relating to the integration of third-party technology with or into the Products. This includes, without limitation, the technologies of:

- [*]

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT B
SOFTWARE LICENSE TERMS
Version US11/07/02

1. LICENSE GRANT

SUPPLIER grants NETGEAR sublicensable, non-exclusive, royalty-free, worldwide, irrevocable license and right to use, reproduce, and distribute the Supporting Software in connection with NETGEAR's distribution and support of the Products including, but not limited to, distribution in electronic form on bulletin boards and NETGEAR's website. NETGEAR shall have the right to: (i) decompile, disassemble, or reverse engineer the Supporting Software; (ii) modify or create any derivative works (including, without limitation, translations, transformations, adaptations or other recast or altered versions) based on the Supporting Software or Documentation, or alter the Supporting Software in any manner whatsoever; and (iii) merge the Supporting Software with any other software, provided that the above actions are necessary in order to incorporate the Supporting Software into, or bundle the Supporting Software with, NETGEAR's products.

3. NOTICES

4. LICENSE RESTRICTIONS

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5. SUPPORTING SOFTWARE WARRANTY AND REPRESENTATIONS

5.5 Warranty Period. The warranty period for Supporting Software shall be
[______ (__)] days following delivery to NETGEAR. To make a warranty claim, NETGEAR shall provide, during the warranty period, a written notice describing how the Supporting Software fails to be in Conformance to SUPPLIER.

6. DISCLAIMER

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT C
MAINTENANCE SERVICES TERMS
Version US11/07/02

1. SOFTWARE MAINTENANCE SERVICES

1.2 Help Line Support. SUPPLIER will provide to NETGEAR help line support that includes answering any software application specific questions, addressing problems specified in Defect Reports (as defined below in Section 4 of these Maintenance Terms), directing NETGEAR documentation that may answer NETGEAR's questions, clarifying the Documentation and recommending possible training courses. SUPPLIER will provide help line support under either Business Day or Critical 24x7 coverage depending on NETGEAR's selection specified on the applicable Purchase Order. Help line support provided under Business Day coverage will be performed via email and telephone support during the principal service hours of 8 a.m. to 5 p.m. (at NETGEAR's principal place of business) Monday through Friday, excluding U.S. observed holidays. Help line support provided under Critical coverage will be performed via email and telephone support during twenty-four (24) hours a day, seven (7) days per week. Response intervals depend on the selected coverage and are described in the Documentation. In addition to help line support, SUPPLIER's personnel will answer standard usage questions relating to general usability of software issues. General usability of software issues are defined as, but not limited to, non-programming issues, and include general information about the functionality of the Supporting Software.

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2. HARDWARE MAINTENANCE SERVICES

2.2 Limitations and Exclusions. Hardware Maintenance Services do not cover repair for damages or malfunctions caused by: (i) NETGEAR's failure to follow installation, operation or maintenance instructions for the Products; (ii) failure or malfunction of equipment, or software not serviced by SUPPLIER; or
(iii) force majeure conditions as stated in Section 24.6 (Force Majeure) of Exhibit A (General Terms). Per NETGEAR's request, SUPPLIER may perform repair or other services not covered by Hardware Maintenance Services for additional charges at SUPPLIER's then current rates.

3. SUPPORT MATERIALS AND TOOLS

4. DEFECT REPORTS

- caller's name, location, and company;

- contract number or reference;

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- call-back telephone number;

- the system type and configuration, including the Products and interfacing products; and

- a brief description and history of the malfunction and any efforts to solve it by NETGEAR.

5. PAYMENT TERMS

For Maintenance Services, NETGEAR shall pay to SUPPLIER, in advance for the term defined in the applicable Purchase Order, the applicable fees specified in Exhibit A2.

6. LIMITED MAINTENANCE SERVICES WARRANTY

6.1 Warranty Standard. SUPPLIER warrants that Maintenance Services will be carried out in a professional and workmanlike manner by qualified personnel in a timely and careful manner.

6.3 Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 6 (LIMITED MAINTENANCE SERVICES WARRANTY), SUPPLIER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MAINTENANCE SERVICES.

7. TERM AND TERMINATION

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT D
INTELLECTUAL PROPERTY PROTECTION AGREEMENT
Version US11/07/02

1. DEVELOPMENT

1.3 Master Agreement. If there is any conflict between the terms of the IPP Agreement and the Master Agreement, the terms of the IPP Agreement shall control and govern.

2. PROTECTION OF NETGEAR PROPRIETARY TECHNOLOGY

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3. OWNERSHIP

3.2 Assignment of Rights. SUPPLIER hereby waives and agrees not to assert any and all moral rights, including any right to identification of authorship or limitation on subsequent modification that SUPPLIER (or its employees, agents or consultants) has or may have in any Work Product. SUPPLIER hereby irrevocably transfers, conveys and assigns to NETGEAR, and agrees to transfer, convey and assign to NETGEAR, in perpetuity all right, title, and interest in the Work Products, including without limitation, all Intellectual Property Rights with respect thereto. To the extent that any of the foregoing rights are not assignable, SUPPLIER agrees to grant, and hereby grants, to NETGEAR an exclusive, perpetual, fully-paid and royalty-free, worldwide license to use, distribute, sublicense, and otherwise utilize the Work Products. NETGEAR shall have the exclusive right to apply for or register patents, copyrights, and such other proprietary protections as it wishes for the Work Products. SUPPLIER agrees to execute such documents, render such assistance, and take such other action as NETGEAR may reasonably request, at NETGEAR's expense, to apply for, register, perfect, confirm, and protect NETGEAR's rights in the Work Products. SUPPLIER hereby irrevocably designates and appoints NETGEAR and its duly authorized officers and agents as its agents and attorneys-in-fact, to act in its behalf and instead of SUPPLIER, to execute and file any such application, and to do all other lawfully permitted acts to further the prosecution and issuance of Intellectual Property Rights for the Work Products thereon with the same legal force and effect as if executed by SUPPLIER. This power of attorney shall be deemed coupled with an interest and shall be irrevocable.

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4. LIMITED WARRANTY AND REPRESENTATIONS

4.3 Warranty Period. The warranty period for the Work Products shall be ninety (90) days beginning on the date of their acceptance by NETGEAR.

5. TERM AND TERMINATION

5.1 Term. The term of the IPP Agreement will begin on the date specified in the Statement of Work and shall continue until it is terminated in accordance with this Section 5.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT D1
STATEMENT OF WORK
Version US11/07/02

This Statement of Work #_______ ("Statement of Work") is made and entered into by and between NETGEAR and SUPPLIER, on March 27, 2003 and incorporates by reference the Master Purchase Agreement between NETGEAR and SUPPLIER ("Master Agreement").

NETGEAR and SUPPLIER agree that this Statement of Work completely and accurately contains the entirety of both parties' requirements in the provision of the Development Work.

DELIVERABLES SPECS:            INSERT DESCRIPTION AND PERFORMANCE SPECIFICATIONS
                               FOR DELIVERABLES

PROJECT NUMBER:                INSERT PROJECT NUMBER

REQUESTED DELIVERY DATES:      Work will commence the week of INSERT DATE, and
                               will be completed on INSERT DATE.

ACCEPTANCE TESTING:            INSERT THE ACCEPTANCE TESTING PROCEDURE

AMOUNTS PAYABLE TO SUPPLIER: NETGEAR shall pay SUPPLIER as follows:

ESTIMATED TOTAL
FEES AND COSTS:
NETGEAR PROJECT AUTHORITY:     INSERT NAME OF NETGEAR PROJECT AUTHORITY NAME AND
                               CONTACT INFORMATION

FORWARD ALL INVOICES FOR THIS WORK ORDER TO THE FOLLOWING ADDRESS:
CONTACT NAME:
ADDRESS:

PHONE NUMBER:
FAX NUMBER:
EMAIL ADDRESS:

--------------------------------------------------------------------------------
Proposed by                                 Agreed and Accepted by
NETGEAR, INC.                               CAMEO COMMUNICATIONS, INC.
Address                                     6F, NO. 22, Chung Shin Rd., His-Chih
                                            Taipei, Taiwan

SIGNATURE: ___________________________      SIGNATURE: _________________________
NAME:      ___________________________      NAME:      Evelyn Wang
TITLE:     ___________________________      TITLE:     President
DATE:      ___________________________      DATE:      March 27, 2003

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

DRAFT

EXHIBIT E
NON-RECURRING ENGINEERING COSTS
Version US11/07/02

This Exhibit E is part of the Master Purchase Agreement between NETGEAR and SUPPLIER, which incorporates this Exhibit E by reference (the "Master Agreement").

The following schedule lists the definitions and burdens of the NRE costs of each type of development. The parties acknowledge that the NRE burdens may be negotiated on a per-project negotiation.

-----------------------------------    ---------------------   ---------------------   ---------------------
                                            New Design         Transferred Redesign      Existing Redesign
-----------------------------------    ---------------------   ---------------------   ---------------------
Definition                             A new NETGEAR product   An existing NETGEAR     An existing NETGEAR
                                                               product that is         Product and is
                                                               transferred from a      currently being
                                                               different supplier      produced by SUPPLIER
----------------- -----------------    ---------------------   ---------------------   ---------------------
EMC(1) Cost       FCC, CE, VCCI,       NETGEAR: [*]            NETGEAR: [*]            NETGEAR: [*]
Burden            C-tick, LVD(2)       SUPPLIER: [*]           SUPPLIER: [*]           SUPPLIER: [*]
                  -----------------                            ---------------------   ---------------------
                  EMC NOT in the                               NETGEAR: [*]            NETGEAR: [*]
                  current design                               SUPPLIER: [*]           SUPPLIER: [*]
----------------- -----------------    ---------------------   ---------------------   ---------------------
Safety Cost       UL, cUL, TUV(3)      NETGEAR: [*]            NETGEAR: [*]            NETGEAR: [*]
Burden                                 SUPPLIER: [*]           SUPPLIER: [*]           SUPPLIER: [*]
                  -----------------                            ---------------------   ---------------------
                  Safety NOT in the                            NETGEAR: [*]            NETGEAR: [*]
                  current design                               SUPPLIER: [*]           SUPPLIER: [*]
-----------------------------------    ---------------------   ---------------------   ---------------------
Tooling Cost Burden                    NETGEAR: [*]            NETGEAR: [*] if         NETGEAR: [*] if
                                       SUPPLIER: [*]           changes requested by    changes requested by
                                                               NETGEAR                 NETGEAR
-----------------------------------    ---------------------   ---------------------   ---------------------
Packaging and Printing Materials       NETGEAR: 100%           NETGEAR: 100%           NETGEAR: 100%
Cost Burden                            SUPPLIER: 0%            SUPPLIER: 0%            SUPPLIER: 0%
-----------------------------------    ---------------------   ---------------------   ---------------------
Samples Cost Burden                    NETGEAR: # of samples   NETGEAR: # of samples   NETGEAR: # of samples
                                       received by NETGEAR X   received by NETGEAR X   received by NETGEAR X
                                       Negotiated BOM cost     Negotiated BOM cost     Negotiated BOM cost
-----------------------------------    ---------------------   ---------------------   ---------------------

(1) EMC means electro magnetic compliance.

(2) FCC means EMC for the US; CE means EMC for Europe; VCCI means EMC for Japan; C-tick means EMC for Australia; and LVD means safety standard for Europe.

(3) UL and cUL means safety standards for the US and Canada; and TUV means safety standards for Germany.

EXHIBIT F
SUPPLIER TRAINING SERVICES TERMS
Version US11/07/02

1. TRAINING

2. LIMITED TRAINING SERVICES WARRANTY

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2.2 Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION 2 (LIMITED TRAINING SERVICES WARRANTY), SUPPLIER MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS WITH REGARD TO TRAINING SERVICES.

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CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EXHIBIT G

QUALITY PROCEDURES/ON-GOING RELIABILITY TESTING
Version US11/07/02

This Exhibit G is part of the Master Purchase Agreement between NETGEAR and SUPPLIER, which incorporates this Exhibit G by reference (the "Master Agreement").

1. PURPOSE

2. TIMING

ORT should be planned as part of the new product introduction ("NPI") process. ORT sampling should consist of production units (not prototypes) that have been through the complete production process (to ensure they are free from defects). Formal ORT should begin within thirty (30) days from First Customer Ship ("FCS") for each new product. For legacy products, ORT must be fully implemented prior to reduction or elimination of burn-in or ESS cycle count reduction as part of the burn-in optimization process.

3. SAMPLE SIZE

Sample size will be established such that the product predicted [*], whichever is greater, can be demonstrated with minimum consumer risk. Product reliability is to be demonstrated quarterly and ORT will continue for a minimum of six (6) months post-FCS. The module sample size (host boards, MDAs, etc.) will be estimated in proportion to the ratio of install base as is practical from a network configuration standpoint. ORT sample units shall be selected randomly at the production line finished goods pack out or may also be obtained from Finished Goods Inventory ("FGI").

The ORT sample will be fully populated within thirty (30) days of beginning ORT. [*] of the sample units will be removed and replaced with new units every two (2) weeks to minimize wear out. Units removed shall be rerouted through the normal manufacturing test process and processed into FGI; replacement units shall be selected randomly at finished goods pack out or from FGI. (Individual units shall be part of the ORT sample only once.)

4. GENERAL DESCRIPTION

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ORT will be implemented as a network of product family members arranged to accommodate sampling requirements. Traffic will be passed through this network in a fashion similar to actual use in a customer environment, although relying on hardware only within the particular product family.

Elevated temperature will commonly be used to simulate stress in time on the components within the product sample. Generally, a time-to-wear out acceleration of X4 may be expected at [*], based on loose application of Arrhenius wear out computational methods. Acceleration for ORT conditions between [*] shall be based upon an activation energy of [*] for all assemblies with respect to a typical ambient operating temperature of [*].

5. ROLES AND RESPONSIBILITIES

5.3 Production Operations is responsible for maintaining the ORT product sample.

6. CONDITIONS AND PARAMETERS

6.1 Temperature Limit And Power Cycling

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The maximum ambient temperature shall be [*] simulating customer operating conditions and configuration. Power cycling of the ORT sample lot shall be performed periodically. Each power cycle shall consist of AC power removal lasting no less than [*] followed by reapplication of power for no less than [*]. The minimum power cycling schedule is one cycle daily on weekdays.

For operating temperatures below [*], the acceleration factor shall be adjusted based on the activation energy of [*].

6.2 Duration

Running the test at an operating temperature of [*] and using an acceleration factor of [*], ORT can simulate eight (8) weeks of operation in [*] on a per unit basis. ORT units within the sample shall operate for a total of [*], minimum ([*]), cycling [*] of the total ORT sample approximately once every two (2) weeks. Due to unforeseen circumstances, a unit may have to stay in ORT for longer than [*], however, the maximum duration should not exceed [*] on any given unit.

6.3 Failures

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(1)	Estimated solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) promulgated under the Securities Act of 1933.

(2)	Includes shares which the underwriters have the option to purchase to cover over-allotments, if any.


(3)	$9,304 was previously paid.


	(a) On March 14, 2003, we promised to grant options to purchase an aggregate of 110,911 shares of our common stock to certain employees at an exercise price to be determined on the date of grant.

	(b) On February 3, 2003, we issued options to purchase an aggregate of 7,000 shares of our common stock at an exercise price of $8.57 per share to an employee.

	(c) On January 6, 2003, we issued options to purchase an aggregate of 122,500 shares of our common stock at an exercise price of $8.57 per share to an employee.

	(d) On December 16, 2002, we issued options to purchase an aggregate of 10,500 shares of our common stock at an exercise price of $8.57 per share to certain employees.

	(e) On December 6, 2002, we issued options to purchase an aggregate of 53,375 shares of our common stock at an exercise price of $8.57 per share to certain employees.

	(f) On November 4, 2002, we issued options to purchase an aggregate of 105,000 shares of our common stock at an exercise price of $6.00 per share to an employee.

	(g) On October 31, 2002, we issued options to purchase an aggregate of 298,900 shares of our common stock at an exercise price of $6.00 per share to certain employees.

	(h) On October 30, 2002, we issued options to purchase an aggregate of 220,127 shares of our common stock at an exercise price of $6.00 per share to certain employees pursuant to our 2002 stock option exchange program.

	(i) On September 11, 2002, we issued options to purchase an aggregate of 61,250 shares of our common stock at an exercise price of $6.00 per share to Linwood A. Lacy, Jr., a member of our board of directors.

	(j) On August 31, 2002, we issued options to purchase an aggregate of 70,000 shares of our common stock at an exercise price of $5.54 per share to certain employees.

	(k) On July 31, 2002, we issued options to purchase an aggregate of 464,293 shares of our common stock at an exercise price of $5.10 per share to certain employees.

	(l) On June 30, 2002, we issued options to purchase an aggregate of 90,125 shares of our common stock at an exercise price of $4.65 per share to certain employees.

	(m) On May 31, 2002, we issued options to purchase an aggregate of 109,375 shares of our common stock at an exercise price of $4.21 per share to certain employees.

	(n) On April 30, 2002, we issued options to purchase an aggregate of 54,250 shares of our common stock at an exercise price of $3.76 per share to certain employees.

	(o) On April 22, 2002, we issued options to purchase an aggregate of 43,750 shares of our common stock at an exercise price of $3.31 per share to Michael Ressner, a former member of our board of directors.

	(p) On March 31, 2002, we issued options to purchase an aggregate of 81,095 shares of our common stock at an exercise price of $3.31 per share to certain employees.

	(q) On March 13, 2002, we granted a fully vested warrant to purchase an aggregate of 218,750 shares of our common stock to Shamrock Capital Advisors, Inc. at an exercise price of $1.29 per share.


	(r) On February 8, 2002, we issued options to purchase an aggregate of 851,758 shares of our common stock at an exercise price of $1.29 per share to certain employees.

	(s) On February 7, 2002, we issued and sold an aggregate of 10,937,386 shares of Series C Preferred Stock to our investors at the time at a purchase price of $1.29 per share. The Series C Preferred Stock is convertible into an equal number of shares of common stock, subject to future adjustments for dilution.

	(t) On April 26, 2001, we issued options to purchase an aggregate of 90,125 shares of our common stock at an exercise price of $8.57 per share to certain employees.

	(u) On March 20, 2001, we issued options to purchase an aggregate of 52,500 shares of our common stock at an exercise price of $8.57 per share to certain employees.

	(v) On January 30, 2001, we issued options to purchase an aggregate of 372,313 shares of our common stock at an exercise price of $8.57 per share to certain employees.

	(w) On October 24, 2000, we issued options to purchase an aggregate of 635,600 shares of our common stock at an exercise price of $8.57 per share to certain employees.

	(x) On August 29, 2000, we issued options to purchase an aggregate of 614,250 shares of our common stock at an exercise price of $7.25 per share to certain employees.

	(y) On July 18, 2000, we issued options to purchase an aggregate of 430,500 shares of our common stock at an exercise price of $4.88 per share to certain employees.

	(z) On April 5, 2000, we issued options to purchase an aggregate of 3,531,551 shares of our common stock at an exercise price of $4.51 per share to certain employees.