<PAGE>

                                                                   EXHIBIT 10.11


                      Non-exclusive Distributor Agreement



This Agreement made as of Oct. 22th, 1999 by and between OmniVision
                          ---------  --
Technologies, Inc., a California corporation having its principal office at 930
Thompson Place, Sunnyvale, CA, 94086 USA ("OmniVision") and Wintek Electronics
                                                            ------------------
Co. ,Ltd., a Taiwan Company corporation, having its principal place of business
---------   --------------
at 3F-3 ,NO. 197, SEC. 4 ,NANKING E. ROAD, TAIPEI, TAIWAN, R.O.C.
----------------------------------------------------------------
("Distributor").

The parties agree as follows:

1.   Distributorship

OmniVision appoints Distributor as a non-exclusive distributor for the products
designed and manufactured by OmniVision (hereinafter referred to as "Products"
or "Product"), as listed on Exhibit A attached hereto. Exhibit A will be updated
and distributed to Distributor by OmniVision from time to time. Distributor
agrees not to carry any other products, which in OmniVision's sole judgment, are
directly competitive to OmniVision's Products.

Distributor's appointment covers Distributor's marketing location ("Territory")
shown on Exhibit B attached hereto and, if so agreed in writing by both parties,
additional marketing locations established by Distributor. Distributor may
relocate the business locations at Distributor's discretion as said on Exhibit
B.

Distributor is appointed to make sales to certain identified potential customers
("the Customers") specified in Exhibit C, as that Exhibit may be modified from
time to time. Distributor may make sales to additional potential customers
within the Territory provided that such potential customers are not otherwise
identified as Customers of another OmniVision Distributor, or as an OmniVision
house account. OmniVision reserves the right to appoint additional Product sales
distributors in the same geographical area. Distributor shall maintain an
adequate and aggressive sales organization at all times during the term of this
Agreement in order to assure maximum distribution of Products.

2.   Sales

Subject to the terms of this Agreement, OmniVision agrees to sell and
Distributor agrees to buy Products for resale. However, OmniVision shall not be
required to sell any Products to Distributor if the manufacturing or sale of
such Product has been discontinued by OmniVision, or if such Product is or
becomes unavailable, or if OmniVision should withdraw such Product from sale to
distributors.

3.   Prices

The Price Schedule will include all Products available for purchase by
Distributor as well as the unit prices for each of the Products. The Price
Schedule normally will be updated once a quarter by OmniVision and released to
Distributor. If there is any delay of this update, the Distributor shall use the
latest received Price Schedule as the purchasing price for OmniVision Products.
All prices are subject to change or withdrawal by OmniVision without prior
notice to Distributor,

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     treatment filed with the Securities and Exchange Commission. Omitted
     portions have been filed separately with the Commission.

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although OmniVision shall use its best efforts to give prior notice to
Distributor of any change in the prices. Except as otherwise provided in this
Agreement, all sales of Products to Distributor shall be at OmniVision's price
in effect when Distributor's order is accepted by OmniVision.

4.   Taxes

Distributors located within the United States of America must submit a current
Resale License for each ship-to location operated by the Distributor. The
Distributor is responsible for any and all local, State or Federal taxes and is
responsible for abiding by all tax laws and regulations which may apply
regarding the resale of OmniVision Products. Distributors located outside of the
United States of America are responsible for paying any duties, taxes, fees or
any other charges which may be levied by governmental authorities in the Country
where shipments are made.

5.   Reports

Distributor shall provide OmniVision with a Monthly Resale Report, Monthly
Inventory Report, and Monthly Quote Report, defined below. These reports shall
be made available to OmniVision by Distributor each month. These reports shall
be received by OmniVision within fifteen (15) days from the Distributor's sales
closing date of each month. OmniVision and Distributor may mutually agree to
modify the specific details of these reports to accommodate specific
requirements or conditions of the Territory or Customers.

     a.   The Monthly Resale Report will summarize the following information
     provided to OmniVision by Distributor: customer name, sales location and
     postal code, invoice or credit number (if applicable), shipment date,
     invoice date if different from shipment date, type of sales (i.e., stock
     shipment, drop shipment, sample sale, billing adjustment, customer return,
     sales to other re-sellers, etc.).

     b.   The Monthly Inventory Report shall list products, by OmniVision part
     number, shipped to Distributor, and all transactions to and by Distributor
     during the month. OmniVision may stop shipments of Products to Distributor
     to facilitate verification of inventory levels.

     c.   The Monthly Quote Report summarizes the new Product Quotes, old
     Product Quotes that have expired, and the status of all other OmniVision
     Product quotes.

6.   Terms

All Products are sold to Distributor by OmniVision based on the following
shipment terms: F.O.B. OmniVision's warehouse. Terms of payment are: COD or T/T
in advance before credit checking approval and credit line set by OmniVision
credit department. After credit checking and credit line approved, the payment
term will be net amount of invoice due within thirty (30) days from the date of
invoice. Invoice shall be sent on or soon after the date of shipment.
Distributor shall not take any credit or offset against accounts owing
OmniVision without OmniVision's prior written authorization. OmniVision may at
any time, either generally or with respect to any specific order by Distributor,
change the amount or duration of credit to be allowed to Distributor, including
requiting cash in advance of shipment to Distributor (or COD term), if
Distributor has failed to pay previous invoices when due or if Distributor's
creditworthiness, in OmniVision's judgment, makes such action necessary. To
assist OmniVision determining Distributor's creditworthiness, Distributor has
furnished, or agrees to furnish

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     portions have been filed separately with the Commission.

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OmniVision immediately with a copy of its financial statements for the most
recent fiscal year for which audited statements are available, and during the
term of this Agreement Distributor shall furnish OmniVision copies of
Distributor's financial statements each fiscal quarter and audited financial
statements every fiscal year. "Financial Statements" means balance sheet at the
end of the financial period, income statement of the specified period, and
"audited" means examined or reviewed by a certified public accountant. The
financial statements shall be furnished to OmniVision no later than thirty (30)
days of Distributor's fiscal quarter end or sixty (60) days of Distributor's
fiscal year end.

7.   Acceptance of Orders

     a.   All orders sent by Distributor to OmniVision must be in writing,
     including changes to existing orders.

     b.   Distributor shall address all orders to OmniVision's Sales Department.
     Inquires concerning availability, delivery or technical information should
     be directed to OmniVision's Marketing Department. All orders are subject to
     acceptance by OmniVision, and OmniVision reserves the right to reject any
     order given by Distributor even if a price quotation has been made
     previously.

     c.   OmniVision will package Products in a standard package or container,
     but OmniVision may change such package or container at any time without
     prior notice to Distributor, or use a standard bulk or quantity package for
     any shipment. Distributor may specify a carrier, but if no carrier is
     specified, OmniVision may select a suitable carrier without notice thereof
     to Distributor.

     d.   Sales and shipments will be made on the terms and conditions set forth
     herein and on OmniVision's order confirmation form in effect at the time of
     order. If a term set forth in this Agreement is inconsistent with
     OmniVision's order confirmation form, the former shall govern. Unless
     otherwise in writing, OmniVision shall not in any event be bound by the
     terms and conditions of Distributor's purchase order forms or any other
     forms submitted by Distributor.

     e.   Delivery dates given by OmniVision for orders placed by Distributor
     shall be considered OmniVision's best estimates only. To cancel a purchase
     order or delay delivery, Distributor must first give OmniVision written
     notice thereof and OmniVision shall have until the end of five (5) full
     business or working days after such notice is actually received by
     OmniVision in which to process, after (but not before) which such order may
     be canceled if Distributor so requests.

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8.   Commission Sales

Distributor may act as a commission sales representative for identified
potential customers ("the Customers") specified on Exhibit C, as that Exhibit
may, by mutual agreement, be modified from time to time.

     a.   Distributor shall solicit orders for Products from the Customers, and
     shall forward all such orders to OmniVision in a timely manner. OmniVision
     shall accept or reject each such order and shall notify Distributor and the
     Customer placing such order of acceptance or rejection. OmniVision may
     accept an order conditioned on such different or additional terms as
     OmniVision may deem appropriate. Distributor shall have no power or
     authority to accept or reject any order on behalf of OmniVision, but
     Distributor may communicate to Customers the standard pricing then
     available. Quotation of pricing other that the standard pricing must be
     approved by OmniVision in advance.

     b.   OmniVision shall pay commissions to Distributor as set forth in
     Exhibit D, as that Exhibit may, by mutual agreement, be modified from time
     to time, based on net receipts attributable to direct sales from OmniVision
     to Customers listed on Exhibit C, but only to such authorized Customers.
     Such commissions will constitute full compensation for all of Distributor's
     services under this Agreement. Commissions shall be calculated based on net
     actual receipts, and shall be subject to reduction and charge back for
     returns as well as for other necessary reimbursements by OmniVision to
     purchasers agreed to as part of the sale of the Products. Net receipts
     means the amount of receipts from a purchaser attributable to the invoice
     price of goods sold, excluding any receipts attributable to shipping,
     handling, taxes, duties, insurance, or other amounts not attributable to
     the price of goods sold.

     c.   Should OmniVision and Distributor mutually decide to deliver Products
     sold on a commission bases from the Distributor's inventory, then
     OmniVision will credit any difference between the Customer price and the
     Distributor's inventory purchase price to the Distributor's commission
     account.

     d.   Payment of compensation to Distributor shall be made on a monthly
     basis by OmniVision, within thirty (30) days following the close of each
     month in which commissions accrue under this Agreement. True copies of
     invoices and proof of payment shall be made available and, upon written
     request by Distributor, will be provided with payment of commissions.

9.   Force Majeure

OmniVision assumes no obligation, and shall not be liable to Distributor, for
any delay or failure to deliver Products by reason of any contingencies beyond
OmniVision's control or beyond the control of OmniVision's suppliers including
but not limited to force majeure; strikes; labor disputes; lockouts or other
labor trouble; fire; earthquake; flood; civil commotion; war; riot; act of God;
casualties; accidents; shortages of transportation facilities; detention of
goods by custom authorities; loss of goods in public or private warehouses;
quotas or actions of any government, foreign or domestic, or any other agency or
subdivision thereof; delays in the delivery of raw or finished materials; parts
or completed merchandise by the suppliers thereof; or other casualty
contingency, or cause beyond the reasonable control of or occurring without the
fault of OmniVision or of OmniVision's suppliers, or otherwise unavoidable, or
because OmniVision's volume of orders at any time renders deliveries in the
ordinary course of business impractical. In such event, OmniVision shall have
the right, at its election and without liability to Distributor, to

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     treatment filed with the Securities and Exchange Commission. Omitted
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(i) cancel all or any portion of this Agreement; or (ii) perform the Agreement
as so restricted or modified to the extent determined by OmniVision in its sole
and absolute discretion; or (iii) perform the Agreement within a reasonable time
after the causes for non-performance or delay have terminated.

10.  Inventory

Distributor will establish and maintain an inventory of Products adequate to
support sales revenue plans developed with OmniVision and will cooperate with
OmniVision in periodic reviews of inventory quantities. Distributor shall
maintain and use its facilities in such a manner to ensure proper care for the
Products including, at a minimum, proper temperature and humidity controls;
proper anti-static equipment; and proper facilities to permit incoming, outgoing
or other inspections of the Products.

OmniVision shall have the right at all times to purchase the Products from
Distributor. In the event OmniVision purchases Products from Distributor,
OmniVision shall pay Distributor the invoice price charged to Distributor by
OmniVision for such Products, less prior credits allowed by OmniVision with
respect to such Products under this Agreement or any predecessor agreements.

11.  Returns

     a.   Distributor shall obtain OmniVision's prior authorization for any
     return of Products. Such authorization will not be unreasonably withheld
     for return of Products which are obsolete, defective, or shipped to but not
     ordered by Distributor. Distributor shall send all authorized return of
     Products within thirty (30) days after receiving OmniVision's
     authorization, or such returns will be refused. All returns shall be
     shipped F.O.B. destination, freight prepaid, to OmniVision specified
     location. Return of Products not expressly authorized hereunder will be
     refused by OmniVision and returned to Distributor at Distributor's expense.

     b.   Return of defective Products under OmniVision's product warranty
     policy is governed by that policy.

     c.   Credit replacement will be allowed for returned Products only if
     OmniVision's examination discloses to its satisfaction that the Products
     has not been improperly handled or used. Credit or replacement will be
     allowed for returned Products based on the price in effect on the day they
     are received by OmniVision, or the purchase price paid by Distributor less
     prior credit allowed under Section 5, whichever is less.

     d.   Unless specially approved by OmniVision, OmniVision will not accept
     return of Products which were purchased and shipped from OmniVision more
     than six (6) months prior to the requested date of return.

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     treatment filed with the Securities and Exchange Commission. Omitted
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12.  Inventory Records and Inspection

Distributor shall keep current stock, cost and sale records of its inventory of
Products. Distributor's records shall accurately and sufficiently itemize and
describe the kind, type and quantity of such inventory and the cost thereof.
Distributor shall at any reasonable time allow OmniVision, or any of its agents,
to examine, audit or inspect such inventory wherever located and, for such
purposes, to enter Distributor's premises whenever any of such inventory may be
found; or, at OmniVision's option and expense, permit OmniVision to pick up
portions of Distributor's inventory for count by OmniVision and return, provided
Distributor's business is not unreasonably disrupted thereby.

13.  Trademark

Distributor may so long as this Agreement is in force, and only for the purpose
of advertising and selling Products indicate to the public that it is an
authorized distributor of products manufactured by OmniVision Technologies,
Inc., and advertise such Products under the trademark "OmniVision". Distributor
shall not alter or remove any trademark or trade name applied to the Products in
the manufacture thereof. Permission to display the word "OmniVision" or any
other OmniVision proprietary word or symbol is only as started above and nothing
herein shall grant to Distributor any right, title or interest in the word
"OmniVision" (either alone or in association with other words or names), or any
part thereof or in any other trademark or trade name by OmniVision or its
related companies or in any copyright or good will of OmniVision or related
companies, nor is any permission or right given hereby to Distributor to use any
such trademark or trade name in connection with its corporate firm trade name or
tradestyle, nor shall Distributor permit a corresponding use of such trade mark
or trade name by a dealer.

14.  Advertising and Advertising Assistance

OmniVision may advertise Products and list Distributor's name in its
advertising. Distributor may advertise and promote the sale of Products through
all appropriate media including trade show exhibits, catalogue and direct
mailing, space advertising, educational meetings and sales aids. OmniVision
agrees to allow Distributor to provide a complete listing in Distributor's
catalogue of all Products carried by Distributor.

15.  Literature

OmniVision will supply Distributor with reasonable quantities of distributor
price lists and schedules which shall list Products available to be sold by
Distributor. OmniVision may suggest resale prices in its resale price schedules,
but Distributor, in its sole discretion, shall determine prices charged by
Distributor for Products. Distributor shall maintain an adequate supply of
printed sales, technical and product application information as OmniVision may,
from time to time, make available. Such printed material may or may not be
provided free of charge, subject to OmniVision's current literature pricing
policy. If OmniVision approves, at Distributor's request, Distributor's
customers may be added to OmniVision's mailing list.

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16.  Confidentiality

OmniVision may, from time to time, during the term of this Agreement, furnish to
Distributor confidential information and know-how relating to Products. This
information may be furnished orally or in written form, including descriptive
material, diagrams, specifications and other documents. Distributor agrees that
all such confidential information and know-how made available to it by
OmniVision shall be kept strictly confidential by it, and it agrees not to
divulge any such information or know-how to others without the prior written
consent of OmniVision. Distributor further agrees that it will not use any
confidential information or know-how in connection with the manufacture by it or
by others, on its behalf, of any Products or items similar thereto. The
obligations of Distributor to preserve the secrecy of the technical information
and know-how supplied to it by OmniVision shall survive any termination of this
Agreement.

17.  Compliance with Laws

Neither party shall commit any act or request the other party to commit any act
which would violate either the letter or spirit of the export control laws,
rules or regulations, and neither party shall fail to take any action reasonably
within its capacity to assure compliance with such laws, rules or regulations.

Distributor represents and warrants that it shall not, directly or indirectly,
export, re-export or transship Products and/or technical data ("the
Commodities") in violation of any applicable export control laws promulgated and
administered by the government of any country having jurisdiction over the
parties or the transaction(s) contemplated herein.

OmniVision shall have the right to refuse to accept distributor's orders for
Commodities, or to deliver Commodities to fulfill any previously accepted
Distributor order, if OmniVision determines, in good faith, that such proposed
sale or other disposition of the Commodities poses an unreasonable risk of a
violation of any applicable export control law or regulation.

In the event OmniVision refuses to deliver Commodities to fulfill previously
accepted Distributor orders as set forth in the paragraph immediately preceding,
or the necessary export or re-export authorizations are not obtained within a
reasonable period of time, OmniVision, at its option, may cancel the order or
contract, without penalty.

18.  Term and Termination

     a.   The term of this Agreement shall be one (1) year commencing as of the
     date first shown on the first page of this document, and this Agreement
     shall automatically be renewed thereafter for additional one (1) year
     periods at the anniversary dates hereof unless this Agreement is otherwise
     terminated as elsewhere provided herein. Neither party is under any
     obligation, express or implied, to renew this Agreement or to otherwise
     continue their distributorship relationship after this Agreement expires.
     After termination, this Agreement shall continue to govern any transactions
     between OmniVision and Distributor that arose prior to expiration. This
     Agreement may be terminated before expiration of its term by either party
     upon written notice to the other party thirty (30) days in advance, or for
     cause in accordance with sub-paragraph (b) below. OmniVision shall have the
     right to terminate this Agreement for cause with respect to any of
     Distributor's marketing locations, while not terminating the Agreement with
     respect to the balance of such locations.

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     b.   OmniVision shall have the right to terminate this Agreement
     immediately by written notice to Distributor, if Distributor fails to
     comply with any of the terms and conditions set forth in this Agreement, or
     if Distributor fails to perform to OmniVision's satisfaction. If either
     party hereto shall become insolvent or admit in writing its inability to
     pay its debts as they mature, or makes an assignment for the benefit of its
     creditors, or to conduct its operations in the normal course of business,
     or if either party hereto shall fail to perform any of the obligations
     imposed upon it under the terms of this Agreement irrespective of the
     nature of the obligations or the type of breach, the other party shall have
     the right to immediately terminate this Agreement by written notice.

     c.   Upon termination or expiration of this Agreement, OmniVision shall
     purchase and Distributor agrees to sell, under OmniVision's terms and
     conditions, Distributor's inventory of Products which (i) after testing and
     inspection OmniVision determines to be undamaged and in good condition;
     (ii) were purchased by Distributor from OmniVision or another authorized
     distributor no more than six (6) months prior to the date of termination or
     expiration; (iii) appear on the Inventory Report as of the date of
     termination or expiration; and (vi) were identified by OmniVision as
     returnable as of the date of purchase and remain returnable as of the date
     of termination or expiration (the "Returnable Inventory"). Products that do
     not meet these criteria are not returnable. Distributor shall ship the
     Returnable Inventory to OmniVision: F.O.B. OmniVision's warehouse, freight
     prepaid.

     If this Agreement expires, or is terminated by OmniVision for its
     convenience or by Distributor for cause, the price which OmniVision shall
     pay for Returnable Inventory shall be the OmniVision price to Distributor
     in effect as of the date of termination or expiration, or the purchase
     price paid by Distributor less prior credit allowed, whichever is less. If
     this Agreement is terminated by OmniVision for cause, OmniVision shall
     purchase the Returnable Inventory at such price less fifteen percent (15%).
     Further, upon termination or expiration of this Agreement, OmniVision at
     its option may cancel any or all unfilled orders by Distributor.

     d.   If OmniVision terminates this agreement for cause, then Distributor
     shall not be entitled to receive any commission payments otherwise payable
     after OmniVision terminates this agreement. If this agreement expires, or
     is terminated by OmniVision for its convenience or by Distributor for
     cause, then Distributor shall receive commissions for any sales made by
     Distributor prior to the date of expiration or termination that result in
     shipment of Products to an Account in the Territory within one-hundred-
     twenty (120) days of the expiration or termination.

     e.   Upon the termination or expiration of this Agreement, neither party
     shall be liable to the other for any damages, expenditures, loss of profits
     or prospective profits of any kind or nature sustained or arising out of or
     alleged to have been sustained or to have arisen out of such termination or
     expiration.

     f.   The termination or expiration of this Agreement shall not relieve or
     release either party from making payments which may be owing to the other
     party under the terms of this Agreement.

19.  Injunction; Governing Law

     a.   All covenants herein may be enforced by way of injunction obtained
     from any duly constituted court having jurisdiction, upon prima facie proof
     that either party intends to

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     engage in conduct which would violate the terms of this Agreement. Such
     remedy shall be in addition to any other remedies available to the parties
     for the breach or threatened breach of this Agreement.

     b.   This Agreement and rights of the parties hereto shall be construed and
     determined in accordance with the laws of the State of California, USA.

20.  Miscellaneous

     a.   The relationship created between the parties hereto is that of seller
     and purchaser, and neither party nor any of its employees, dealers,
     customers or agents shall be deemed to be representatives, agents or
     employees of the other party for any purchase whatsoever, nor shall they or
     any of them have any authority or right to assume or create any obligation
     of any kind or nature, express or implied, on behalf of the other party,
     nor to accept service of any legal process of any kind addressed to or
     intended for the other party.

     b.   Each party hereto warrants and represents to the other that it is
     legally free to enter into this Agreement, that the execution hereof has
     been duly authorized, and that the terms and conditions of this Agreement,
     and each party's obligations hereunder, do not conflict with or violate any
     terms or conditions of any other agreement or commitment by which such
     party is bound.

     c.   This Agreement is intended to be the sole and complete statement of
     the obligations of the parties relating to the subject matter hereof, and
     supersedes all previous understandings, agreements, negotiations and
     proposals as to this Agreement. Except as otherwise provided herein, no
     provisions of this Agreement shall be deemed waived, amended or modified by
     any party unless such waiver, amendment or modification shall be in writing
     and dully signed by the party against whom the waiver or modification is
     sought to be enforced. The paragraph headings are for purposes of
     convenience only.

     d.   This Agreement may be executed in several counterparts, each of which
     shall be deemed the original, but all of which shall constitute one and the
     same instrument.

     e.   Neither party shall voluntarily or by operation of law, assign this
     Agreement or any right accruing to it hereunder or delegate any duty owed
     by it, without the prior written consent of the other party. This Agreement
     shall inure to the benefit of and be binding upon the parties hereto, their
     respective permitted successors in interest and permitted assigns.

     f.   Notices hereunder shall be deemed properly given if in writing and
     given by telegram, telex, facsimile, certified mail or personal delivery,
     addressed to the parties at their addresses set forth above or any
     substitute address established after notice, and shall be deemed effective
     upon sending or personal delivery.

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IN WITNESS WHEREOF, the parties hereto agree and have affixed their signatures
as of the date and year first written above.

OmniVision                              Distributor

By /s/ Raymond Wu                       By /s/ Jerry Kao
   ----------------------                 ----------------------------
Print Name RAYMOND WU                   Print Name  JERRY KAO
           --------------                          -------------------
Title Exec. V.P.                        Title President
     --------------------                    -------------------------
Date 10/22/99                           Date 10/22/1999
    ---------------------                    -------------------------

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Exhibit A
---------



                                   Exhibit A
                                   ---------
                            OmniVision Product List


Part Number                Product Description
-----------                -------------------

OV5016         B&W analog 320x240 EIA or 352x288 CCIR device
OV5026         B&W analog 320x240 EIA device w/mirror image
OV5036         B&W analog 320x240 EIA (60 Hz) device with N/50
OV5116         B&W analog 320x240 EIA or 352x288 CCIR device

OV5017         B&W digital 384x288 device

OV7410         B&W analog 512x492 EIA or 628x582 CCIR device

OV7110         B&W digital 644x484 device

OV6023         Color analog RGB/YUV 352x240 device

OV6620         Color digital 356x292 CCIR601 device

OV7910         Color analog 510x492 NTSC or 628x582 PAL device

OV7610         Color digital 644x484 device

OV511          USB interface device


OmniVision                         Distributor

Signature /s/ Raymond Wu           Signature  /s/ Jerry Kao
          --------------                      -----------------

     Date   10/22/99                    Date  10/22/1999
          --------------                      -----------------

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Exhibit B
---------

                                   Exhibit B
                                   ---------
                             Distribution Territory

The following Territories are the business locations which are defined to be the
marketing locations for Distributor. Unless discussed and agreed by both
parties, the following Territories are the only appointed business territories
for Distributor:



OmniVision                              Distributor


Signature  /s/ Raymond Wu               Signature /s/ Jerry Kao
           ------------------                     -----------------

     Date  10/22/99                          Date 10/22/1999
           ------------------                     -----------------

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Exhibit C

                                   Exhibit C
                                   ---------
                             Distributor Customers

Distributor is appointed to make sales to the following identified potential
Customers:



OmniVision                              Distributor


Signature   /s/ Raymond Wu              Signature  /s/ Jerry Kao
          ---------------------                    -----------------

     Date 10/22/99                           Date  10/22/1999
          ---------------------                    -----------------

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***  Confidential treatment requested pursuant to a request for confidential
     treatment filed with the Securities and Exchange Commission. Omitted
     portions have been filed separately with the Commission.

                                                                         Page 13
<PAGE>

Exhibit D

                                   Exhibit D
                                   ---------
                                  Commission

The commission rates for sales of the Products made on a commission basis as
described in Section 8 Commission Sales is as follows:
                       ----------------

  Type of Sale                               Commission Rate
  ------------                               ---------------

  1. Product delivered from OmniVision             ***



OmniVision  Distributor


Signature /s/ Raymond Wu              Signature /s/ Jerry Kao
          ---------------------                 -----------------

     Date 10/22/99                         Date 10/22/1999
          ---------------------                 -----------------

-------
***  Confidential treatment requested pursuant to a request for confidential
     treatment filed with the Securities and Exchange Commission. Omitted
     portions have been filed separately with the Commission.

                                                                         Page 14