EXHIBIT 10.1

December 8, 1999



Mr. Wallace Tsuha
Saturn Electronics & Engineering, Inc.
255 Rex Boulevard
Auburn Hills, MI 48326

RE: Manufacturing and Business Relationship

Dear Wally:

The following  represents the terms under which Saturn will  manufacture  OnLine
Power Supply Products.  These terms more  specifically  address the relationship
under which OnLine will utilize  Saturn  manufacturing  abilities  and financial
strengths.

1.       Saturn  will  become the  exclusive  global  manufacturer  of the power
         supply  products  developed  and sold by OnLine for the duration of the
         specific product families (front ends, 48V PWR Supply).

2.       OnLine will  require  financing  of material by Saturn to initiate  the
         start up and production of the products. Saturn agrees to finance these
         costs  by  utilizing  OnLine  customer  purchase  orders  and  accounts
         receivable as the underlying  security to fund the necessary amounts as
         needed. Terms are net 30 days for normal purchases. However, subject to
         receipt of payment from OEM  customers not to exceed 45 days. An escrow
         account  will be set up to  disburse  the funds as  received  by escrow
         agent. For any down payment the  disbursement  will be split 75% Saturn
         and 25% OnLine.

3.       When necessary or to its advantage, OnLine agrees to execute first tier
         sales  agreements  with Saturn to facilitate  minority  owned  business
         credit customers.  Under these circumstances,  Saturn will receive a 5%
         markup  on these  sales  and will pay  OnLine  an  amount  equal to the
         difference between the price paid by the customer and the price paid to
         OnLine less 5%.

4.       If for any reason,  OnLine becomes insolvent or unable to pay its debts
         to Saturn, OnLine grants Saturn a royalty free license to build out its
         inventory  position and sell the product  directly to OnLine  customers
         completing  existing customer  purchase order  requirements The license
         would  exist  for  the  period  it  takes  to  liquidate  Saturn  based
         inventory,  or in non-cancelable orders for parts. In addition,  Saturn
         has the  first  right of  refusal  on  acquiring  OnLine's  technology,
         patents and designs if OnLine  becomes  insolvent  or unable to pay its
         debts.


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5.       Saturn agrees to be price competitive  within a 10% range of other bids
         from other comparable  manufacturers,  offering  comparable  financing,
         design, engineering and quality support.

6.       Saturn and OnLine will split any design for manufacturing cost savings.


 /s/    Kris Budinger   12/8/99          /s/  Wallace K. Tsuha, Jr.   12/8/99
----------------------------------     -----------------------------------------
Kris Budinger           Date           Wallace K. Tsuha, Jr.          Date
President                              Chairman, CEO & President
                                       Saturn Electronics & Engineering, Inc.




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