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                                                                   EXHIBIT 10.42

The Registrant has requested confidential treatment of portions of this
Agreement. Those portions have been redacted from the Agreement.

                                  AIWA - ECRIX
                            SUMMARY OF AGREED POINTS

                             DATE: 20 DECEMBER 2000

With respect to issues discussed at various meetings held between
representatives from Aiwa Co., Ltd ("Aiwa") and Ecrix Corporation ("Ecrix"), the
following points have been agreed to by Aiwa and Ecrix:-

1.   As and from date hereof, the payment terms under the Manufacturing and
     Supply Agreement ("MSA") shall be amended to provide that payments for all
     product ordered by Ecrix shall be made as follows:-

     (a)  15% of the price of all parts, components and materials necessary to
          manufacture the products ordered in each P/O shall be paid to Aiwa by
          way of telegraphic transfer of cleared funds prior to or
          simultaneously with the submission of the P/O (such parts, components
          and materials costs currently being the agreed amounts of US$284.64
          for the LVD model respectively); and

     (b)  the balance of the purchase price (i.e. the total unit price less the
          costs received by Aiwa under clause (a) above) shall be made by way of
          telegraphic transfer of cleared funds no later than 2-weeks after the
          date of shipment provided that prior to the date of such shipment
          Ecrix opens and delivers to Aiwa a Standby Letter of Credit covering
          the total amount owing for the immediately following 2-weeks of
          shipments; or

     (c)  the balance of the purchase price (i.e. the total unit price less the
          costs received by Aiwa under clause (a) above) shall be paid by way of
          telegraphic transfer of cleared funds immediately prior to the date of
          such shipment.

2.   Aiwa will ship products ordered in accepted P/O's with a lead-time of
     70-days from the date of P/O's (the parties agreeing to further discuss in
     good faith the reduction of such lead time based upon requirements of
     specific OEM customers). Ecrix will assist Aiwa by; (a) providing
     consistent purchase orders; (b) providing accurate forecasts and giving
     Aiwa notice of any possible changes to quantities as far in advance as
     possible; (c) conducting factory inspections in a timely and expeditious
     manner; and (d) supplying any consigned parts as promptly as possible.

3.   Ecrix will accept delivery of the current inventory of overdue completed
     products specified below as soon as Aiwa is in a position to effect
     shipment (but in no event later than 9 JANUARY 2001) at the price
     calculated as follows:-

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<Table>
<Caption>
            MODEL           NO. UNITS       PRICE         AMOUNT
            -----           ---------       -----         ------
<S>                         <C>           <C>          <C>
             LVD               1855        $335         $  621,425
             SEN               1000        $385.03      $  385,030
         SUB-TOTALS:          2,855                     $1,006,455
</Table>

     Payment for the above products shall be made on or before the 8TH DAY OF
     JANUARY 2001 by way of a telegraphic transfer of cleared funds into the
     account nominated in writing by Aiwa.

4.   Within 7 days from the date hereof Ecrix will place a binding,
     non-revocable and non-amendable P/O with Aiwa for the following products in
     sufficient quantities so as to completely exhaust the current inventory of
     parts (estimated as constituting 19,500 LVD units after deduction of
     binding P/O's already issued up until and including January '01) at an
     agreed unit price of $370.58 for both LVD and IDE models in accordance with
     the fixed delivery and payment times, unit numbers (per model) and prices
     set forth in the table below:-

<Table>
<Caption>
          DELIVERY & PAYMENT       NO. OF UNITS            TOTAL PRICE
          ------------------       ------------            -----------
<S>                                <C>                     <C>
             February `01           LVD - 1500             $  555,870
               March `01            LVD - 1800             $  741,160
                                    IDE - 200
               April `01            LVD - 2600             $1,111,740
                                    IDE - 400
                May `01             LVD - 3400             $1,482,320
                                    IDE - 600
               June `01             LVD - 3860             $1,482,320
                                    IDE - 140
               July `01             LVD - 4000             $1,482,320
              August `01            LVD - 2340             $  867,157.20
</Table>

     Payment for the products to be ordered by Ecrix pursuant to this paragraph
     4 shall be made in accordance with the following:-

     (a)  Ecrix shall pay the sum of US$1,000,000.00 (one million US dollars) on
          accounts of the costs of the parts, components and materials for the
          total number of LVD units above on or before the 31ST OF DECEMBER,
          2000;

     (b)  The purchase price (or balance purchase price in the case of LVD
          units) shall be paid in accordance with paragraph 1 (b) or (c) of this
          Summary.

5.   Ecrix shall only be entitled to delay shipment of products ordered in
     accepted P/O's for a maximum period of 70 days from the scheduled date of
     shipment specified in the P/O (other than those products referred to in
     paragraphs 3 & 4 above which may not be delayed).

6.   Notwithstanding any provision to the contrary, the prices for products
     referred to in paragraphs 3 & 4 herein shall be fixed with respect to those
     models and

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     quantities that are expressly set forth therein. Prices and the terms and
     conditions regarding the manufacture and supply for any additional units
     shall be determined in accordance with the provisions of the then current
     MSA (as may be amended from time to time, including as amended pursuant to
     the provisions of paragraph 7 below).

7.   Aiwa and Ecrix agree to hold good faith negotiations regarding achieving
     reduced "target" pricing based on volume for any additional units in excess
     of the 4000 units per month set forth in paragraph 4 above. The parties
     have indicated a "target" price of [Confidential Information Redacted] for
     volumes of [Confidential Information Redacted] units per month.

8.   Aiwa and Ecrix agree to negotiate in good faith the terms regarding the
     future development of the next-generation VXA2 drives on the understanding
     that Ecrix will be responsible for costs associated with the development of
     the active drum and Aiwa will be responsible for costs associated with the
     development of the mechanism.

9.   The parties agree that Ecrix may place purchase orders for large assemblies
     (including bezels, PWBA's [Barkley, Bert, Sparky] and such other parts as
     may be reasonably requested by Ecrix) which Aiwa will ship as soon as
     possible at the price and upon the terms and conditions as may be
     separately agreed upon between the parties.

10.  The current MSA shall be deemed amended to the limited extent required to
     give effect to paragraphs 1, 2, 5, 7 and 9 of this Summary as and from the
     date hereof, provided that all other terms and conditions of the MSA (and
     all related agreements) shall continue in full force and effect.

11.  Aiwa confirms the 9-month prior written notice requirement regarding the
     non-renewal of the MSA under Section 27.1 thereof.

     Accepted and agreed to by the parties to take effect from on the date first
     written above:-

AIWA CO., LTD.                                    ECRIX CORPORATION



/s/ Katsuichi Yamaguchi                           /s/ Juan A. Rodriguez
---------------------------------                 ------------------------------
Name:  Katsuichi Yamaguchi                        Name:  Mr. Juan A Rodriguez
Title: Senior General Manager                     Title: Chairman and CEO
Date:  December 26, 2000                          Date:



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