<PAGE>
                                                  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.



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                <C>
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
</TABLE>

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

<PAGE>
                                                  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.

                                        1

<PAGE>

         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.

                                        2

<PAGE>

                          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

                                        3

<PAGE>

         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.

                                        4

<PAGE>

         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".

                                        5

<PAGE>

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

                                       6

<PAGE>

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;

                                        7

<PAGE>

         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

                                       8

<PAGE>

         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

                                       9

<PAGE>

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.

                                       10

<PAGE>

               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

<PAGE>
                                                  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

<PAGE>
                                                  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:

<TABLE>
<CAPTION>
                                                                    Costs with
                                                                    ----------
                                                     Costs            Margin
                                                     -----            ------
<S>                                                     <C>         <C>
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)
</TABLE>

         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

<PAGE>
                                                  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

         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)       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.

                                       14

<PAGE>

                           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

                                       15

<PAGE>

                           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.

                                       16

<PAGE>

                  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

<PAGE>
                                                  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

         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").

         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):

<TABLE>
<CAPTION>
Date-In-Service           Description       Amortization Period (Months)   Monthly Depreciation
----------------          -----------       ----------------------------   --------------------
<S>                  <C>                    <C>                            <C>
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:                                                                      $      [*]
</TABLE>

         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

                                       18

<PAGE>

                                  SCHEDULE "E"

                               INSURANCE 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").

                 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

<PAGE>
                                                  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

         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").

         The following startup costs have been incurred by APLL for exclusive
use in performing its obligations to NETGEAR:

<TABLE>
<CAPTION>
STARTUP COATS
-------------
<S>                             <C>
Project Management & Testing    $  [*]
Site Services                   $  [*]
Software Purchases              $  [*]
Operations Training             $  [*]
One-Time Expense                $  [*]
Total Startup Costs             $  [*]
</TABLE>

                  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

                                       20