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                           [ Logo for Victron, Inc]





                     Manufacturing and Purchase Agreement




                                     XPEED





                                 April 1, 2000
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                     Manufacturing and Purchase Agreement

This Agreement is made the 1st day of April, 2000 ("Effective Date") between
Victron Inc., having its usual place of business at 6600 Stevenson Boulevard,
Fremont, CA 94538, herein referred to as "Manufacturer" and Xpeed, Inc. with
corporate offices located at 99 West Tasman Drive, Suite 110, San Jose, CA
95134, hereinafter referred to as "Purchaser".

1.0      SCOPE

         This Agreement anticipates the future execution of orders hereunder
         between Manufacturer and Purchaser for the purchase of Products as
         specified in the price quotes as provided by the Manufacturer.

         The provisions of this Agreement shall apply to all purchase orders
         entered into between Manufacturer and Purchaser during the term of this
         Agreement with respect to the Products which are subject to this
         Agreement unless the parties expressly agree by written modification,
         signed by both parties, that the provisions of this Agreement shall not
         apply.

         If a conflict arises between any of the terms of this Agreement and any
         purchase orders or other documents executed under this Agreement, the
         order of precedence shall be: (1) This Agreement, (2) Written terms on
         any purchase order supplied by Purchaser; and (3) other documents.


         1.1   PURCHASE ORDERS
               ---------------

               A)   All materials purchased pursuant to this Agreement shall be
                    effected by Purchaser's issuance of its purchase order and
                    shall be subject to the terms and conditions of this
                    Agreement. The purchase orders must be written and sent via
                    regular mail or via any electronic means and shall contain
                    the following information: (1) a description of materials
                    purchased including the assembly number and revision level,
                    (2) quantity of purchases, (3) routing instructions, (4)
                    delivery schedule, (5) destination and FOB point, (6) and
                    confirmation of price.

               B)   Purchaser agrees to purchase no less than the Annual Minimum
                    Committed Quantity of Products as provided in the price
                    quotes during the term of this Agreement. Release of
                    Products for production and shipment will be by Purchaser's
                    Purchase Order ("Purchase Order") issued on a monthly basis.
                    On the Effective Date, the Purchaser will give Manufacturer
                    a Purchase Order for Products to be manufactured and shipped
                    during the initial Forecast Period. Subsequent Purchase
                    Orders will be issued on a monthly basis so as to maintain a
                    firm four (4) month Release Period and twelve (12) month
                    Forecast Period at all times.

                                       2
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         1.2      PRODUCT FORECAST
                  ----------------

                  It is agreed that Purchaser will provide Manufacturer, on a
                  monthly basis, a rolling twelve (12) month Product forecast by
                  the 5th of each month.


         1.3      TERM OF AGREEMENT
                  -----------------

                  This Agreement is effective as of the Effective Date for one
                  (1) year, and shall automatically be renewed at one (1) year
                  increments unless either party requests in writing, at least
                  ninety (90) days prior to the expiration of that term, that
                  this Agreement is not to be renewed.

2.0      PRICING

         2.1      The prices for Products purchased by Purchaser from
                  Manufacturer hereunder shall be as set forth on the price
                  quotes as provided by the Manufacturer. The purchase prices
                  set forth in the price quotes shall be agreed to and signed by
                  both parties.

         2.2      Purchaser agrees to enable Manufacturer achieve twelve (12)
                  inventory turns in order that Manufacturer may operate with
                  minimal interruptions in its operations and in order that
                  Manufacturer may process Purchaser's orders in a continuous
                  flow.

         2.3      Purchase Price Variance ("PPV") will be reviewed on a
                  quarterly basis. If quarterly net PPV is favorable, the
                  favorable PPV will be shared equally between Manufacturer and
                  Purchaser. Manufacturer will be responsible for net
                  unfavorable PPV, unless the variance was caused by Purchaser's
                  Engineering Change Order ("ECO") or increased order above the
                  agreed percentage. To the extent that Purchaser is responsible
                  for unfavorable PPV, Manufacturer will notify Purchaser and
                  obtain an approval by Purchaser prior to placing the order for
                  materials. On or before the 5th working day after the end of
                  each month, Manufacturer will provide a monthly preliminary
                  PPV report for the previous month. On or before the 10th
                  working day after the end of each quarter, Manufacturer will
                  provide a quarterly PPV reconciliation report for the previous
                  quarter, summarizing both favorable and unfavorable variances.
                  If quarterly net total PPV is favorable, Manufacturer will
                  issue to Purchaser a credit equal to 50% of the net favorable
                  variance.


         2.4      Standard cost for raw materials are reset on the first day of
                  each calendar quarter. Manufacturer will provide an updated
                  pricing for the following quarter at least three (3) weeks
                  prior to the end of each quarter.

         2.5      There will be an additional charge of 10% of the unit price
                  for increased order or delivery that is made within 1- 45 days
                  prior to the scheduled delivery date. However, there will be
                  no additional charge for an increased order for delivery,
                  provided that such order is made at least 45 days prior to
                  scheduled delivery date

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                  and does not exceed 20% of the original order. If an
                  additional order or expedited delivery request is made 46-90
                  days prior to the scheduled delivery date and it exceeds 20%
                  of the original order, an additional charge of 5% of the unit
                  price will apply.

         2.6      Manufacturer may impose inventory carrying charge of 1.5 % for
                  any delay or postponement in production schedule due to
                  Purchaser's change in demand and/or ECO, provided the delay or
                  postponement is more than 30 days of the original scheduled
                  delivery date.

3.0      MATERIAL PROCUREMENT

         3.1      Manufacturer is authorized to purchase materials using
                  standard purchasing practices including, but not limited to,
                  acquisition of materials recognizing Economic Order
                  Quantities, ABC buy policy, and long lead time component
                  management in order to meet the forecasted requirements of
                  Purchaser. Purchaser recognizes its financial responsibility
                  for materials purchased by Manufacturer on behalf of
                  Purchaser.

         3.2      Manufacturer will make every effort to purchase Purchaser's
                  excess inventory including orders outstanding from the
                  Purchaser's vendors, as required in the current Purchaser
                  turnkey program at Manufacturer. In that case, Purchaser will
                  act as a supplier to Manufacturer. Manufacturer will agree to
                  purchase the parts at Manufacturer's standard cost. Any excess
                  inventory that is purchased from Purchaser which has not been
                  utilized within thirty (30) days will be assessed a carrying
                  charge of 2% per month. Purchaser agrees to pay the carrying
                  charge on such excess materials until it is fully consumed. If
                  the excess materials inventory is not utilized by the end of
                  the third month, Manufacturer may request and Purchaser shall
                  purchase such inventory from Manufacturer.

         3.3      Manufacturer shall undertake reasonable efforts to cancel all
                  applicable component purchase orders and reduce component
                  inventory through return for credit programs or allocate
                  components for alternate programs if applicable.

         3.4      Manufacturer agrees to accept consigned materials from
                  Purchaser to incorporate into Purchaser's Product. The
                  ownership of all consigned material shall remain with
                  Purchaser. Purchaser must warrant the consigned material
                  against faulty workmanship (manufacturer standard warranty).
                  Purchaser will ship the consigned materials to Manufacturer
                  upon receipt of the specific requested date and quantity.
                  Purchaser will allow 1% attrition for consigned materials.

         3.5      As noted on the attached costed BOM, in the case when
                  Purchaser's standard costs are used for quotation, Purchaser
                  will help Manufacturer attain the same price from the
                  suppliers.

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4.0      CANCELLATIONS, RESCHEDULES


         4.1    CANCELLATION
                ------------

                In the event of a cancellation of a purchase order by
                Purchaser for the convenience of Purchaser, and for reasons
                other than the Manufacturer's failure to perform according to
                this Agreement, Purchaser agrees to be liable for the
                following: (i) the contract price of all finished Products in
                Manufacturer's possession which are located in the agreed upon
                storage area for Purchaser's finished Product, (ii) the cost
                of material inventory (including handling charges), whether in
                raw form or work in process, and not returnable to the vendor
                or usable for another customer, (iii) the cost of material on
                order (including handling charges) which cannot be canceled,
                and (iv) any vendor cancellation charges incurred with respect
                to material canceled or returned to the vendor.


                A)  At the time of cancellation, Purchaser will take ownership
                    of all materials defined above. Payment terms on this
                    transaction will be net 30 days after receipt of the
                    materials.

                B)  Any restocking charges incurred by Manufacturer will be
                    reviewed and approved by Purchaser prior to payment to
                    Manufacturer.

                C)  All materials transferred to Purchaser due to cancellation
                    will be subject to 6.95% handling charge.

                Manufacturer agrees, to the extent and at the times specified
                by Purchaser's Cancellation Notice, to stop all work on the
                purchase order and incur no further direct costs.

                In the event that the materials as authorized by Purchaser for
                Manufacturer to purchase are canceled or not to be used for
                whatever reason, Purchaser and Manufacturer will negotiate on
                settlement that is beneficial to both parties.

         4.2    RESCHEDULE
                ----------

                Purchaser may reschedule particular shipments of Product(s)
                (increases and decreases). Manufacturer will accommodate these
                requests on an individual basis. Such reschedules may be subject
                to additional charges as specified in Section 2.0, and are
                contingent upon capacity resources, personnel, and availability
                of material. Any rescheduled item may be invoiced at the price
                in effect at the time of shipment.

                In the event Purchaser postpones a shipment more than ninety
                (90) days past the original ship date, this reschedule
                constitutes a cancellation of that portion of the order and the
                applicable cancellation charges will apply.

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5.0       WARRANTY

          5.1  Manufacturer warrants that all Products sold hereunder will be
               free from defects in material and workmanship for a period of one
               (1) year from the date of shipment to the Purchaser, provided
               that: (1) Manufacturer is notified in writing by the Purchaser
               within thirty (30) days after Purchaser's discovery of such
               failure; or (2) Defective products are returned to the
               Manufacturer no longer than ten (10) days following the last day
               of the warranty period. The Manufacturer shall include serial
               numbers and/or date stamps, as designated by Purchaser, on each
               product to facilitate warranty tracking. Purchaser shall forward
               defective product to Manufacturer prepaid, and Manufacturer will
               return the repaired or replaced product freight prepaid by
               Manufacturer to Purchaser no later than thirty (30) days from the
               date Manufacturer receives the defective product.

          5.2  The foregoing warranty shall not be valid if the product or
               component parts have been subjected to abuse, misuse, accidental
               alteration, neglect, unauthorized repair or installation. The
               Manufacturer shall make the final determination as to the
               existence or cause of any alleged defect.

          5.3  The above warranty period shall not be extended by the repair or
               replacement of product pursuant to any of the above warranties.
               The above warranties shall apply to Purchaser, its successors,
               assigns and those who purchase or use said products. Purchaser
               shall deal directly with Manufacturer for returns and repairs.

          5.4  Except as provided herein above, the foregoing warranties are
               exclusive and in lieu of all other warranties, express or
               implied, or statutory, including the implied warranty of
               manufacturability or fitness for a particular purpose.

6.0       LIMITATION OF LIABILITY

          In no event shall either party hereto be liable for any special,
          consequential, incidental or punitive damages.

7.0       PAYMENT TERMS

          7.1  Net 30 Days from the date of invoice or sooner.

          7.2  Payment is due day 30/31 either by wire transfer or Manufacturer
               will send a driver to pick up the check.

          7.3  Manufacturer will invoice the Purchaser when the Product goes
               into Finished Goods location.

          7.4  Currency will be in U.S. dollars.

          7.5  NRE/Tooling Charges

               At the beginning of the Term, and from time to time during the
               Term, Purchaser and Manufacturer will agree on up-front, non-
               recurring engineering charges and set-up fees required to
               manufacture the Products. Purchaser will be responsible

                                       6
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                   for the agreed-upon costs. Manufacturer may invoice Purchaser
                   for the NRE costs monthly as it performs the NRE.

         7.6       Manufacturer may impose a 1 1/2% finance charge per month to
                   the invoices not paid by the due date.


8.0      TITLE AND SHIPMENT

         8.1       Title to the Products and risk of loss shall pass to
                   Purchaser upon Manufacturer's delivery to the carrier,
                   regardless of any provision for payment of freight or
                   insurance of shipping documents or Xpeed Finished Goods
                   location at Victron.

         8.2       All shipments are F.O.B. Manufacturer shipping point.

9.0      DELIVERY

         9.1       PURCHASER
                   ---------

                   Product shall be delivered to Purchaser in accordance with
                   required delivery dates as specified on written purchase
                   orders. Purchase Order releases will be sent to Manufacturer
                   at least one hundred twenty (120) days in advance of the
                   specified delivery. Purchaser will also provide a twelve (12)
                   month rolling forecast each month to Manufacturer; said
                   forecast is not binding on Purchaser and is for planning
                   purposes only. Purchaser will supply a letter to Manufacturer
                   authorizing advance purchase of long-lead items.

                   In the event of cancellation, Purchaser will be liable for
                   the full material cost for any non-cancelable items under
                   this materials authorization of long-lead items.

          9.2      MANUFACTURER
                   ------------

                   Manufacturer commits to using its best efforts to meet
                   scheduled shipment dates, but reserves the right to ship up
                   to seven (7) days before or after scheduled dates with final
                   approval from Purchaser.

                   Upon learning of any potential delays, Manufacturer will
                   promptly notify Purchaser as to the possible cause and extent
                   of such delay. Manufacturer will not be held responsible for
                   shipment delays due to causes beyond Manufacturer's
                   reasonable control, such as labor disturbances, acts of
                   Purchaser, acts of God, or inability to acquire necessary
                   materials inside of lead times.

                   Upon notification from Manufacturer of delays outside the
                   normal delivery window, Purchaser reserves the right to
                   extend such delivery dates, at no liability to Purchaser.

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10.0     INSPECTION AND ACCEPTANCE

         10.1  SOURCE INSPECTION
               -----------------

               Upon request from Purchaser, Manufacturer agrees to allow
               Purchaser's source inspector to inspect and review the work
               being performed under this Agreement, including materials and
               supplies being used. However, shipments will not be delayed if
               Purchaser fails to effect such source inspection. Source
               inspection constitutes final acceptance by Purchaser.

         10.2  Manufacturer shall not be liable in any respect for any
               consequential damage arising out of any manufacturing defects,
               either latent or patent, in connection with the goods, nor any
               loss of business or profit or otherwise affixing directly or
               indirectly out of the goods manufactured by the Manufacturer
               and/or by any other claimants in connection thereto.

         10.3  APPROVED MANUFACTURERS
               ----------------------

               Approval from Purchaser must be obtained in writing for all
               manufacturers of fabricated parts. Purchaser, at its option,
               may elect to survey Manufacturer's contract supplier.

               In the course of purchasing component parts on behalf of
               Purchaser, Manufacturer must follow Purchaser's approved
               manufacturers list for all component parts. If such list is
               not available, or component(s) do(es) not appear on the list,
               Manufacturer, with consent of Purchaser, will use its best
               judgment in choosing a source for the parts.

         10.4  REJECTIONS
               ----------
               Products rejected at Purchaser Incoming QC shall be returned
               to Manufacturer within thirty (30) days from the date of
               inspection, subject to warranty period under clause 5.1 and
               source inspection condition under 10.1. Rejected Products
               shall be returned in compliance with Manufacturer's Return
               Material Authorization (RMA) procedures. RMA is to be
               requested from Manufacturer's Program Manager. Non-conforming
               report with understanding/details of failure or defects must
               be completed by Purchaser and returned with the Product(s).

               If Purchaser is to repair faulty products or sort rejected
               batches, Manufacturer shall compensate Purchaser for this
               work. Both parties shall, prior to the repairs/sort work,
               agree on the amount of compensation to be credited to
               Purchaser.

11.0     TERMINATION

         11.1  This Agreement is effective as of the Effective Date for one (1)
               year, and shall automatically be renewed at one (1) year
               increments unless either party requests

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                  in writing, at least ninety (90) days prior to the expiration
                  of that term, that this Agreement is not to be renewed.

         11.2     In the event of insolvency, bankruptcy or voluntary
                  dissolution of either party, the other party shall have the
                  option to terminate the Agreement immediately.

         11.3     If either party defaults in the performance of any material
                  provision hereunder, and if such default continues and is not
                  cured within thirty (30) days after written notice thereof by
                  the non-defaulting party, then the non-defaulting party may
                  terminate this Agreement.

         11.4     If Purchaser fails to purchase the minimum number of Products
                  specified on the price quotes or any attachments, or fails to
                  pay any amount owing when due, Manufacturer may, upon written
                  notice, immediately terminate the Agreement, without prejudice
                  to any remedies that the Manufacturer may have either at law
                  or under this Agreement prior to or consequent upon such
                  termination.

         11.5     Should Purchaser cancel any order accepted hereunder, or
                  should Manufacturer cancel any order accepted hereunder due to
                  Purchaser's nonperformance of its obligations hereunder, the
                  Purchaser shall negotiate with Manufacturer in good faith to
                  settle the account.

         11.6     If cancellation of an order is deemed to be at "convenience of
                  the Purchaser," there will be a charge equal to 6.95% of the
                  value of goods remaining to be shipped against
                  contract/purchase order, whichever is greater, unless
                  otherwise negotiated in good faith by both parties.

12.0     CONFIDENTIALITY

         Both parties acknowledge that, by reason of their relationship, they
         may have access to certain information and materials concerning the
         other's business, plans and products (including, but not limited to,
         information and materials contained in technical data provided to the
         other party) which are confidential and of substantial value to the
         other party, which value would be impaired if such information were
         disclosed to third parties. Both parties agree that they shall not use
         in any way, for their own account or the account of any third party,
         any such confidential information which is revealed to them by the
         other party hereto without written authorization from the other party.
         Each party will take every reasonable precaution to protect the
         confidentiality of such information consistent with the efforts
         exercised by it with respect to its own confidential information. Each
         party shall advise the other if it considers any particular information
         or materials to be confidential. This provision shall survive the
         termination of this Agreement.

13.0     ENGINEERING CHANGE ORDERS

         It is recognized that from time to time Manufacturer will be asked to
         implement ECOs. The following delineates the proper procedures.

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         13.1     Purchaser shall notify Manufacturer in writing of proposed
                  ECO. This notification should include the appropriate
                  documentation to support Manufacturer's investigation of the
                  impact of this proposal.

         13.2     Manufacturer shall report to Purchaser within three (3) days
                  the costs that are involved for obsolete material which are in
                  WIP, the stockroom, and/or on order. Manufacturer will review
                  the labor cost and impact for the implementation of the ECO.
                  If new material is required for the ECO, lead time and new
                  cost will be reviewed with Purchaser.

         13.3     Purchaser shall notify Manufacturer in writing as soon as
                  possible on its decision as to the ECO and the requested
                  effective dates.

14.0     FORCE MAJEUR

         Neither party to this Agreement shall be liable for its failure to
         perform any of its obligations hereunder during any period in which
         such performance is delayed due to causes beyond its reasonable
         control, including but not limited to, fire, flood, earthquake,
         embargo, strike, riot or the intervention of any government authority,
         provided that the party suffering such delay immediately notifies the
         other party of the delay. If, however, Manufacturer's performance is
         delayed for reasons defined above for a cumulative period of thirty
         (30) days or more from the date of Manufacturer's notification to
         Purchaser, then Purchaser, notwithstanding any other provision of this
         Agreement to the contrary, may terminate this Agreement without further
         notice.

         In the event of such termination, Purchaser's sole liability hereunder
         will be for the payment to Manufacturer of any balance due and owing
         for materials delivered by Manufacturer prior to Manufacturer's
         notification to Purchaser and which is subsequently accepted by
         Purchaser.

15.0     INTELLECTUAL PROPERTY INDEMNIFICATION

         Each party (the "Indemnifying Party") agrees, at its own expense, to
         defend, indemnify and hold harmless the other party (the "Indemnified
         Party") from and against any claim, suit or proceeding brought against
         Indemnified Party or its customers on the issue of infringement of any
         patent, copyright, trade secret, trademark or other intellectual
         property right by any aspect of any products or technology licensed or
         sold hereunder to the Indemnified Party, subject to the limitations
         hereinafter set forth. The Indemnifying Party shall have the sole
         control of any such action or settlement negotiations and the
         Indemnifying Party agrees to pay, subject to the limitations
         hereinafter set forth, any final judgment entered against the
         Indemnified Party or its customer on such issue in any suit or
         proceeding defended by the Indemnifying Party. The Indemnified Party
         agrees that the Indemnifying Party at its sole option shall be relieved
         of the foregoing obligations unless the Indemnified Party or its
         customer notifies the Indemnifying Party within five (5) working days
         in writing of such claim, suit or proceeding and gives the Indemnifying
         Party authority to proceed as contemplated herein, and at the
         Indemnifying Party's
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         expense gives the Indemnifying Party proper and full information and
         assistance to settle and/or defend any such claim.

16.0     OWNERSHIP OF TOOLING AND EQUIPMENT

         Manufacturer shall be responsible for the timely delivery of tooling.

         The total cost of the tooling must be agreed upon by Purchaser and
         Purchaser shall then issue purchase order to cover the cost of tooling.
         Upon payment of invoice and applicable sales tax, the tooling will
         become the property of the Purchaser. Purchaser is financially
         responsible for any changes to tooling due to ECO activity, improvement
         recommendations and normal maintenance/replacement as recommended and
         provided by Manufacturer.

         Purchaser, upon payment of invoice for tooling and applicable sales
         tax, shall own the tooling. The tooling shall be identified at the
         premises of Manufacturer as being the property of Purchaser. The
         tooling shall at all times remain the property of Purchaser and shall
         be kept identified as such with appropriate obvious designations on or
         near the respective pieces of tooling. Manufacturer shall not in any
         circumstances obtain or allow any third parties to obtain any lien or
         other rights over or in respect to any of Purchaser's tooling.

         Manufacturer will maintain and has full responsibility for the
         maintenance of tooling that is in Manufacturer's custody. Tooling shall
         be secure from interference or use by unauthorized persons. No
         unauthorized alterations will be made by Manufacturer to Purchaser's
         tooling. Manufacturer will maintain adequate insurance for the tooling
         to the satisfaction of Purchaser.

         Manufacturer will not authorize or permit the use of any of Purchaser's
         tooling by any third party, nor use Purchaser's tooling to produce any
         type of products for sale to third parties without prior written
         permission from Purchaser.

         Manufacturer shall allow reasonable access to all premises occupied or
         used by it to Purchaser or Purchaser's Agent to ascertain that the
         provisions stated in this section are being complied with and to
         arrange the removal of Purchaser's tooling. This right shall apply at
         all reasonable working times of any such factory premises.

         In the event Purchaser elects to move tooling to a competitive contract
         manufacturer, Manufacturer reserves the right to demand fair market
         value payment in advance of transfer for any tooling, test equipment or
         fixturing funded by Manufacturer in the performance of this Agreement
         and/or Purchaser's purchase order.

17.0     GENERAL

         This Agreement shall be governed by and inspected by the laws of the
         State of California, United States of America. Both parties consent to
         jurisdiction in the State of California with respect to the breach,
         interpretation or enforcement of the terms herein.

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         All disputes between Manufacturer and Purchaser, including, but not
         limited to, any disputes arising under, or relating to, this Agreement
         shall be resolved by binding arbitration conducted pursuant to the
         rules of the American Arbitration Association. All arbitration
         proceedings shall be conducted by an arbitrator selected by the
         American Arbitration Association and shall be held in Alameda or Santa
         Clara County, California. In connection therewith, Purchaser
         irrevocably submits to the jurisdiction of the courts of California for
         purposes of bringing any petition to compel arbitration or any other
         proceedings necessary to compel arbitration. Notwithstanding, and
         without waiving the foregoing, Manufacturer retains its right to seek
         provisional relief (e.g., writs of attachment) against Purchaser in any
         forum where Purchaser may possess assets.

         This Agreement contains the entire understanding between the parties
         hereto with respect to the subject matter hereof. This Agreement
         cancels and supersedes any and all other prior or contemporaneous
         agreements or understandings between the parties whether oral or
         written. If any conflict arises as to the terms of this Agreement and
         any purchase orders or documents, this Agreement shall take precedence
         over other documents.

         No modification, revision, amendment or other change to this Agreement,
         nor any waiver of any rights in respect hereto, shall be binding on
         either party unless assented to in writing and signed by an officer of
         both parties. This waiver of any breach or default hereunder shall not
         constitute the waiver of any subsequent breach or default.

         Any notice required or permitted by this Agreement shall be deemed
         given if delivered personally or if sent by prepaid mail, addressed to
         the other party at its principal business address as set forth above or
         at such other address as to which such party shall give notice
         hereunder. If by mail, delivery shall be deemed effective three (3)
         days after deposit with postal authorities. Any report under this
         Agreement is deemed given if sent via personal delivery, regular mail,
         or other electronic means, including fax or e-mail.

         Neither party shall assign this Agreement or any rights hereunder
         without the prior written consent of the other. Subject to the
         foregoing, this Agreement shall bind and inure to the benefit of the
         respective parties hereto and their heirs, personal representatives,
         successors and assigns.

         The prevailing party in any legal action brought by one party against
         the other shall be entitled, in addition to any other rights and
         remedies it may have, to reimbursement for its legal expenses incited
         thereby, including court costs and reasonable attorney's fees.

         Purchaser agrees to comply with all applicable laws and regulations.
         Purchaser understands that Manufacturer is subject to regulation by
         agencies of the U.S. Government, including the U.S. Department of
         Commerce, which prohibits export or diversion of Manufacturer's
         products to certain countries, and Purchaser agrees it will not
         knowingly assist or participate in any such diversion, or other
         violation of applicable U.S. laws and regulations. Purchaser warrants
         that it shall not sell any products to countries or to users that are
         not approved to receive classified technical equipment under applicable
         U.S. laws and regulations, and it will abide by such laws and
         regulations. Purchaser shall hold harmless and indemnify Manufacturer
         for any damages resulting to Manufacturer from breach by Purchaser of
         the conditions delineated in this paragraph.

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         If any provision(s) of this Agreement should be found invalid or
         unenforceable, such invalidity or unenforceability shall not invalidate
         or render unenforceable the entire Agreement, but rather the entire
         Agreement shall be construed as though not containing the particular
         invalid or unenforceable provision(s), and the rights and obligations
         of Manufacturer and Purchaser shall be construed and enforced
         accordingly.


                                  Signatures

              XPEED                                         Victron Inc.
  99 West Tasman Drive, Suite 110                     6600 Stevenson Boulevard
        San Jose, CA 95134                                Fremont, CA 94538

     /s/ Michael Mazzoni                                     [illegible]
------------------------------                       ---------------------------
       APPROVING OFFICER                                  APPROVING OFFICER

   Chief Financial Officer                                   VP-Finance
------------------------------                       ---------------------------
            TITLE                                               TITLE

         May 24, 2000                                         May 24, 2000
------------------------------                       ---------------------------
             DATE                                                DATE

                                      13
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                                  ATTACHMENT A



Product                                                     Annual Minimum
                                                          Committed Quantity


USB                                                             60,000
---

ETHERNET/ROUTER                                                120,000
---------------

PCI CARDS                                                      240,000

                                      14
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                                  ATTACHMENT B

                                      15