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                                                                   EXHIBIT 10.30

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

                                  CONFIDENTIAL

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                       Manufacturing and Supply Agreement
                  Between AIWA Co., Ltd. and Ecrix Corporation
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         This Agreement is made by and between AIWA Co., Ltd. ("AIWA"), a
         Japanese corporation and Ecrix Corporation ("Ecrix"), a Delaware
         corporation. This Agreement is entered into as of this 31st day of
         March, 1999.

                                   BACKGROUND

         AIWA and Ecrix desire to create and perpetuate a mutually beneficial,
         long-term, cooperative strategic relationship for the development,
         manufacture, and distribution of computer products utilizing each
         party's expertise and capability.

         AIWA has development and manufacturing expertise in low cost, helical
         scan/DDS tape drives and autoloaders, and significant procurement and
         manufacturing resources.

         Ecrix has expertise in the design of advanced, proprietary variable
         speed technology and in low cost helical scan tape drives. specifically
         in the areas of system architecture and data formats, as well as
         significant marketing and sales expertise in low cost tape drives.

         AIWA and Ecrix have been cooperating in the development of, and are in
         process of completing the design of a new helical scan tape drive for
         application as a disk backup device attached to workstations and
         network file servers. This work has proceeded according to the terms of
         a Joint Development Agreement entered into by AIWA and Ecrix in
         November and December of 1997.

         Ecrix proposed a program to AIWA for sales of more than [Confidential
         Information Redacted] units. Both companies mutually understand the
         success of this program depends on close cooperation between the
         companies and continued product improvement and product cost
         reductions.

         Ecrix wishes to contract with AIWA to manufacture and sell to Ecrix
         such product, and AIWA is willing to manufacture and sell such product
         to Ecrix. AIWA and Ecrix also wish to make agreements defining the
         rights of each party to market and sell such product to other parties.

         The initial term of this Agreement is two (2) years from the date of
         initial delivery of the Products as stated in Section 27.1.

                                    AGREEMENT

         In consideration of the mutual covenants and promises in this
         Agreement, AIWA and Ecrix agree as follows:

   1     Roles

  1.1    AIWA

         AIWA shall have those responsibilities as more particularly set forth
         in the Joint Development Agreement entered into between the parties as
         of the 4th day of December, 1997.

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  1.2    ECRIX

         Ecrix shall have those responsibilities as more particularly set forth
         in the Joint Development Agreement entered into between the parties as
         of the 4th day of December, 1997.

  1.3    COOPERATIVE ROLES

         AIWA and Ecrix intend that sound cooperation will result from the
         contributions of each party and this division of responsibilities. Both
         parties understand, however, that full cooperation is necessary to
         fully develop this business and achieve the potential opportunities in
         this new market.

  1.4    FUTURE JOINT DEVELOPMENT

         The parties agree to enter into good faith negotiations to reach
         agreement for the joint development of the next generation of the
         Products which are the subject of this Manufacturing and Supply
         Agreement.

   2     DEFINITIONS

  2.1    PRODUCTS

         Those products listed in Exhibit A to this Agreement and as defined by
         their associated Product Specifications.

  2.2    COMPONENTS

         Specially designed parts by Ecrix or AIWA that are used in the
         manufacture or repair of the Products and whose use is limited by this
         Agreement.

  2.3    SPARE PARTS

         All parts for the Products as set forth on the Spare Parts List
         attached as Exhibit B.

  2.4    UNIQUE CUSTOMER CONFIGURATIONS

         Products based upon the Product Specification but incorporating changes
         that may include electrical, hardware interface, firmware and/or form
         factor made pursuant to the terms of this Agreement. The specifications
         of such products will be mutually confirmed in writing on an as-needed
         basis and each product will utilize a unique designator (i.e., part
         number).

  2.5    ENGINEERING CHANGE ORDER- DESIGN

         Any electrical or mechanical changes to the Products, sub-assemblies,
         or component parts proposed by Ecrix, AIWA, or AIWA's suppliers that
         affect form, fit or functionality, reliability, performance, quality,
         cost, or which result in a departure from the agreed upon Product
         Specifications.



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  2.6    ENGINEERING CHANGE ORDER- MANUFACTURING PROCESS

         Any changes to the manufacturing process, proposed by Ecrix, AIWA, or
         AIWA's suppliers that affect form, fit or functionality, reliability,
         performance, quality, cost, or which result in a departure from the
         agreed upon Product Specifications.

  2.7    PRODUCT SPECIFICATION

         The specifications for the Product provided by Ecrix to AIWA detailing
         the requirements for the manufacture and test of each Product. Such
         specifications will be mutually confirmed between Ecrix and AIWA in
         advance.

  2.8    PURCHASE ORDER

         The written or electronically transmitted order from Ecrix to AIWA for
         the Products covered by this Agreement, stating the product part/model
         number, quantity, price, delivery date, special packaging or other
         requirements and any other information required to enable the delivery
         of the Products.

  2.9    FIRMWARE CODE

         The internal micro-code that controls the operation of the tape drive.

  2.10   INTERFACE TYPE

         Defines the SCSI standard. For example, narrow single ended, narrow
         differential, wide differential, etc.

  2.11   ACCEPTABLE QUALITY LEVEL

         Will be a criteria used by Ecrix to determine whether AIWA is
         satisfactorily meeting its obligations under this agreement. The
         baseline to make such a decision on whether something is accepted or
         rejected will be Ecrix's Product Specification and the test tools and
         matrix defined by the two companies. The acceptable quality levels are
         defined in Exhibit E. The parties recognize that it will be necessary
         to implement a program to meet the quality levels as set forth in
         Exhibit E based on anticipated OEM customer quality standards.

  2.12   NO TROUBLE FOUND

         Product initially rejected by Ecrix at incoming test or inspection or
         rejected at a customer site, which is subsequently tested by either
         AIWA or Ecrix and found to contain no defects.

  2.13   EXCLUSIVE

         Sole rights excluding all other parties.

  2.14   DEVELOPMENT COSTS

         All expenditures associated with Product Development until the
         completion of drawings and associated documents defining the
         requirements and design of the Product up to the stage that such
         Product can be put into pre-production manufacturing by AIWA.



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  2.15   MANUFACTURING EXPENDITURES

         Includes all costs of the design, development and construction of the
         manufacturing hardware for the Product, including tooling design,
         equipment acquisition, and on-going maintenance.

  2.16   APPLICATION PRODUCT

         A product which may be developed for a certain application and which
         utilizes the Tape Format and incorporates an additional feature and/or
         hardware specifically designed for that application. Such product
         cannot compete in the same market segment as is contemplated with this
         joint project, which primary function is in the classical role of a
         tape device in the computer data storage hierarchy. In addition, the
         value of such Application Product should be in the additional feature
         and/or hardware that has been added, and not the basic functionality of
         a back up device.

  2.17   TAPE FORMAT

         A certain tape streamer data storage format which Ecrix has proposed
         based upon 8mm tape storage products, including a Physical
         Specifications and a Logical Specifications for the 8mm data storage
         drive and the 8mm data cartridge media (the "Format"). If a logo type
         for the Format will be made, such logo type will be deemed as part of
         Format.

  2.18   SALES TERRITORY

         Is defined as where the end-user installs the Product or where the
         Product is consumed.

  2.19   AIWA

         "AIWA" shall include any corporation, business organization or other
         legal entity which AIWA owns or controls, directly or indirectly, an
         interest of at least fifty percent (50%) of the voting stock.

  2.20   ECRIX

         "Ecrix" shall include any corporation, business organization or other
         legal entity which Ecrix owns or controls, directly or indirectly, an
         interest of at least fifty percent (50%) of the voting stock.




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   3     MANUFACTURING RIGHTS

  3.1    AIWA MANUFACTURING RIGHTS

         AIWA shall have the Exclusive worldwide rights to manufacture the
         Products during the term of this Agreement, subject to the provisions
         listed in Section 3.3 and 3.4. AIWA shall not have the right to grant
         to other parties the rights to manufacture or have manufactured the
         Product without receipt of written consent from Ecrix to any such
         arrangements.

  3.2    MANUFACTURING DECISIONS

         AIWA will have complete responsibility and control over the development
         of manufacturing processes, acquisition and maintenance of production
         equipment and the construction and location of facilities. All costs of
         financing the development and construction of the manufacturing
         facilities will be borne by AIWA.

  3.3    ECRIX MANUFACTURING

          (a) AIWA and Ecrix understand that the assurance of continued
          production of the Product in a high quality, low-cost manner is
          critical to the business success of Ecrix, and that Ecrix is relying
          on AIWA as the sole source of the Product. Both parties recognize that
          laws existing in certain countries, unforeseen political or economic
          events, or contractual conditions contained in OEM agreements (which
          Ecrix will use its best efforts to avoid) may arise which would either
          limit or prevent AIWA from manufacturing the Products in Japan or in
          other countries or from satisfying Ecrix's purchase requirements. In
          the event that any legal, political, economic, or contractual
          restrictions or provisions; any event described in Section 31.7; or a
          material breach of this Agreement by AIWA as determined by arbitration
          pursuant to Section 30, prevent or limit the supply of products from
          AIWA to Ecrix or its customers, Ecrix and AIWA will immediately
          cooperate to find a method otherwise to allow AIWA to continue
          supplying the Products for Ecrix. In the event that no mutually
          acceptable and feasible method is found, Ecrix shall have the right to
          manufacture the Products and utilize the manufacturing processes and
          know-how developed by AIWA but only to the extent necessary to
          manufacture Products that AIWA is not otherwise able to supply taking
          into account the factors detailed above. In such event, subject to
          Japanese governmental approval (if applicable), AIWA shall provide
          Ecrix with Technical Information of AIWA in a way to be mutually
          agreed upon, including appropriate compensation which may include a
          royalty, to establish manufacturing by Ecrix or third parties selected
          by Ecrix to manufacture the Products for Ecrix. Should Ecrix desire to
          acquire any equipment of AIWA used in the manufacture of any Products
          pursuant to this Section 3.3, the terms of such acquisition shall be
          as mutually agreed.




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         (b) AIWA shall have the unrestricted rights to sell Application
         Products world-wide, however for the initial two (2) years AIWA will
         pay Ecrix compensation in an amount and on terms to be mutually agreed
         upon for sales of Application Products in Ecrix's sales Territories as
         described in the agreement titled "Aiwa's Response" dated 9 December
         1998.

         (c) AIWA shall not manufacture and sell any product which utilizes the
         Format and directly competes in Ecrix's Sales Territories (referred to
         in Section 4.1) with the Products supplied to Ecrix pursuant to this
         Agreement.

  3.4    THIRD PARTY MANUFACTURING

         AIWA recognizes that part of Ecrix's sales strategy is to establish
         purchase agreements with customers who are original equipment
         manufacturers ("OEM's") who will incorporate the Products into their
         products and systems. Certain OEM's may require as part of such
         purchase agreements assurances of the supply of such Products and the
         right to manufacture the Products under specified circumstances (which
         Ecrix will use its best efforts to avoid). Subject to AIWA's prior
         written consent and to Japanese governmental approval (if applicable),
         Ecrix shall have the right and authority to grant OEM's the
         nontransferable right to manufacture such Products only for the
         purpose of incorporating them into the OEM's own products. systems, or
         subsystems, to the limited extent which Ecrix considers it necessary
         to obtain the purchase agreement with the OEM. OEM's who are granted
         such rights may obtain drawings and schematics of the Products
         purchased by the OEM for its manufacture thereof. OEM's who are
         granted rights will not be entitled to receive Technical Information
         of AIWA without AIWA's written consent. AIWA and Ecrix will mutually
         agree on the royalties to be paid by the OEM and the sharing of
         royalties between Ecrix and AIWA, if such limited manufacturing rights
         are granted to the OEM.

   4     MARKETING AND SALES RIGHTS

         This section has been superseded by the agreements titled "Aiwa's
         Response" dated 9 December 1998 and "Clarification of Aiwa's Response"
         dated 24 December 1998.

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  4.1    AIWA AND ECRIX RIGHTS

         (a)      The parties respective Sales Territories shall be as follows:

                  Ecrix: The Americas, Europe, Australia, and Israel.

                  AIWA: Japan, Asia, Middle East, and South Africa

         Each party will evaluate and determine the distribution methods, the
         organization to be established, the customers to whom the Products will
         be sold and the strategy to be utilized. Each party shall further be
         responsible for planning and reviewing marketing opportunities and is
         responsible for all costs incurred in the sale and marketing of the
         Product within their defined territories.

         (b) In the event one party introduces a customer to the other party who
         sells Products in the other party's Sales Territory, the other party
         shall pay the introducing party a sales commission and other sales
         costs in consideration for such introduction in such amount and terms
         to be mutually agreed upon provided that the other party will be
         entitled to retain any revenue for such sales in its Sales Territory.
         Furthermore, the other party has ownership of that customer and is
         responsible for providing service and support.

         (c) In the event a party (the "First Party") indirectly sells or
         otherwise distributes Products in the Sales Territory of the other
         party (the "Second Party") as a result of sales to customers who
         ultimately re-sell or distribute the Products into the Second Party's
         Sales Territory, the First party shall pay to the Second Party
         compensation on such terms and in such amount as shall be agreed upon
         by the parties. Further, the parties shall meet and determine the most
         appropriate method of resolving the issue of the sale and distribution
         of such Products into the Second Party's Sales Territory having regard
         to the Second Party's marketing and distribution strategies for that
         particular Territory.

         (d) In the spirit of item (c) above, both parties shall have
         unrestricted rights to sell Application Products worldwide upon a sixty
         (60) day prior notice to the other party. Each party will pay the other
         party compensation in an amount and on terms to be mutually agreed upon
         (within the 60 day notice period) for sales of Application Products
         into the other party's Sales Territories.

         (e) For all Product requirements of SONY America and/or AIWA America,
         Ecrix shall be the exclusive supplier of such Products. Prices for
         Products will be in accordance with Ecrix's standard pricing policy.

         (f) As each party signs an agreement with an OEM customer, the two
         parties shall review the amount of sales that will go into the other
         party's Sales Territories and agree in good faith to negotiate
         reasonable compensation payable in accordance with paragraph (c) and/or
         (d) above for these lost revenues and the costs associated to service
         this OEM customer.


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   5     EXPENSES

  5.1    DEVELOPMENT COSTS

         (a) Ecrix shall be responsible and pay for all its costs associated
         with the development activities described in the Joint Development
         Agreement dated December 4, 1997.

         (b) AIWA shall be responsible and pay for all its costs associated with
         the development activities described in the Joint Development Agreement
         dated December 4, 1997. AIWA shall amortize such costs in a manner that
         minimizes the impact of such costs on the Product sales price to Ecrix
         and stays within the cost targets established within the Joint
         Development Agreement.

  5.2    MANUFACTURING EXPENDITURES

         (a) AIWA agrees to pay for all Manufacturing Expenditures.

         (b) The parties agree that AIWA will, for the purposes of this
         Agreement, capitalize and amortize all of the Manufacturing
         Expenditures incurred under this Section. AIWA shall amortize such
         costs in a manner that minimizes the impact of such costs on the
         Product sales price to Ecrix and stays within the cost targets
         established within the Joint Development Agreement. It is understood
         between the parties that all manufacturing processes of AIWA, equipment
         and facilities, excluding test software programs supplied by Ecrix
         without charge, for the Products, shall continue to be property of AIWA
         and that they may be used for any other purposes, subject to Section 29
         hereof.

  5.3    TECHNOLOGY EXCHANGE COSTS

         AIWA and Ecrix will be exchanging engineering personnel as part of the
         initial and ongoing technology exchange described in Section 22. Each
         party will be solely responsible for the costs and expenses (including
         but not limited to airfares, accommodation transport and incidental
         expenses) of its own engineering personnel whilst engaged in such
         visits at the other's facilities. If such costs become burdensome for
         one of the parties or the visit is to resolve a technical or quality
         deficiency, both companies agree to negotiate in good faith a
         satisfactory cost sharing settlement.

   6     OEM REQUIREMENTS

         (a) AIWA understands that after the Products are introduced into the
         marketplace by Ecrix any subsequent changes may affect the design of
         the system into which an OEM has incorporated such Product. Requests
         for enhancements and modifications to the Product design will be
         submitted from time to time by either party. Changes to Product design
         and the manufacturing process shall be dealt with in accordance with
         the provisions of Section 20.

         (b) Without limiting the above, both parties shall provide each other
         with such cooperation and assistance as may be necessary in order to
         conclude agreements with OEM customers. This may involve modifications
         to firmware design by Ecrix and the modification of the Product's
         hardware by AIWA. The costs and expenses associated with the
         implementation of such modifications shall be principally borne by the
         party who concludes an agreement with the OEM customer and in such
         amount as shall be agreed upon by the parties in the spirit of this
         paragraph.




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   7     PURCHASE ORDERS

  7.1    ORDERS

         (a) The purchase and sale of Products and Spare Parts shall be made
         against specific Purchase Orders placed by Ecrix to AIWA and accepted
         by AIWA during the term of this Agreement in accordance with the
         provisions hereof, provided that such acceptance shall not be
         unreasonably withheld. Purchase Orders may be placed by fax, or e-mail.
         All Purchase Orders shall be deemed to incorporate by reference the
         terms and conditions of this Agreement which shall supersede all terms
         and conditions contained in Ecrix's Order or in AIWA's acknowledgement.
         Any Purchase Order issued for any firm commitment of purchase of
         Products hereunder shall be non-cancelable and may not be modified in
         any respect once accepted by AIWA, subject to the provisions of
         Sections 9, 13.3 or 31.7.

         (b) Purchase Orders shall be placed no later than the fifth (5th) day
         of the month that is [Confidential Information Redacted] prior to the
         month in which shipment is requested (example: for shipment in October
         the relevant P/O must be received by AIWA no later than the 5th of
         July). Orders received after the 5th will be scheduled according to
         AIWA's standard lead-time.

         (c) The minimum order quantity for the Ecrix drive in each Purchase
         Order shall be [Confidential Information Redacted] Drives for each of
         the Model Numbers listed in Exhibit A.

         (d) Ecrix may at its option delay the delivery of any amount of
         Products contained in a Purchase Order for a maximum period of four (4)
         months from the scheduled date of delivery upon the giving of written
         notice to AIWA at any time prior to the delivery of the relevant
         Products.

  7.2    CONFIRMATION

         AIWA will notify Ecrix of the receipt of a Purchase Order within two
         (2) working days after its receipt. AIWA will notify ECRIX of AIWA's
         acceptance or otherwise of the relevant Purchase Order on or before the
         fifteenth (15th) day of the month of its receipt. Confirmation of
         receipt and acceptance or otherwise by AIWA may be by fax or e-mail. No
         individual Purchase Order shall be binding upon AIWA unless and until
         accepted in writing by AIWA, but such acceptance shall not be
         unreasonably withheld. AIWA shall be obliged to accept Purchase Orders
         for the quantity of the Products provided such quantity fall within the
         range of the relevant forecast schedule provided pursuant to Section
         8.1 below and otherwise comply with the terms of this Agreement.

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  7.3    CONTENTS

         All Purchase Orders for Products and Spare Parts submitted by Ecrix
         shall state the following: (a) price, (b) quantities ordered, (c) the
         month of delivery (d) destination, and (e) Product model/part number or
         Spare Part number, (f) special packaging requirements and (g) any other
         information required to enable delivery of the relevant Products in
         accordance with the terms and conditions hereof.

  7.4    EMERGENCY ORDERS/DEMAND UPSIDE

         If there is an increase in actual requirements above and beyond the
         forecast, AIWA shall make every reasonable effort to service an
         increase and shall advise Ecrix of its efforts. AIWA and Ecrix shall
         jointly work together to ensure that an adequate supply of long lead
         components are available at all times to cover these potential
         requirements. In the event that an OEM customer requires Ecrix to
         commit to a specific upside capability and/or capacity priority, AIWA
         agrees to work in good faith with Ecrix to execute such a plan.

  7.5    DELIVERY REPORTS

         AIWA will supply Ecrix a monthly delivery report for all Products
         delivered during the past month. The report shall specify the quantity,
         model/part number (including revision or configuration level), delivery
         date, serial number and/or date code of each Product in accordance with
         the form and method to be mutually agreed upon between the parties.

         In the event that Ecrix consigns any Parts to AIWA, AIWA will supply
         ECRIX with a monthly report detailing the beginning balance, quantity
         received, quantity consumed in production, quantity scrapped, and
         ending balance.

   8     FORECASTS

  8.1    PROJECTIONS

         Ecrix will provide AIWA a rolling forecast containing four months
         purchase orders and eight (8) months of forecast. Each month as month
         five (5) becomes a purchase order, such order may be increased or
         decreased by 100% from the forecasted level. In addition, at the same
         time, month six (6) may be increased from the previous forecast by 200%
         or decreased by 100%.

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  8.2    DISCONTINUANCE OF MODEL

         Ecrix shall promptly notify AIWA of Ecrix's decision to discontinue to
         order any specific model of Product. Notwithstanding any such notice,
         Ecrix shall remain obligated to purchase the specific model of Product
         pursuant to the application of Sections 7.1. In addition to the
         foregoing, ECRIX acknowledges that the discontinuance of orders for
         specific models of the Products may result in an additional liability
         for AIWA with respect to components ordered or purchased by AIWA for
         intended use with the discontinued models of the Product.

   9     CONFIGURATION CHANGES

         (a) It is expected that a portion of Ecrix's business will require
         special configuration of the Products. Some may be as minor as firmware
         code changes while others may require special bezels or other hardware
         changes. Ecrix's customers also will change the mix of the interface
         types with virtually no lead-time. Ecrix and AIWA will work together to
         establish a mutually agreeable procedure for changing the configuration
         and mix of Products and Unique Customer Configurations. If any of this
         work is performed at Ecrix's facility, AIWA agrees to provide Ecrix on
         an ordinary commercial basis the necessary parts and training to allow
         this effort to be accomplished in a satisfactory manner.

         (b) Notwithstanding any other provision of this Agreement (including
         without limitation the warranty provisions set forth in Section 17
         hereof), in no event shall AIWA be liable for any claims, suits,
         demands, loss, damage, cost or expense (including reasonable legal
         fees) arising out of or connected with the workmanship associated with
         any changes, modifications or additions made to the Products by or on
         behalf of Ecrix in accordance with this Section or the use of any parts
         not acquired or approved by AIWA. Ecrix hereby indemnifies and holds
         AIWA harmless with respect to such liability.



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         (c) Ecrix agrees to maintain at its own cost and expense a buffer stock
         of necessary parts and components at AIWA's production facility to
         facilitate configuration changes. At any time prior to the first day of
         the month immediately preceding the scheduled month of delivery, Ecrix
         may request that AIWA change the configuration of the relevant
         Products. Subject to the receipt of such a request and to the extent
         that the buffer stock inventory is sufficient, AIWA agrees to build
         product as requested.

   10    PRICING

  10.1   PRICE

         The purchase price to Ecrix for each model/part number of the Product
         sold to Ecrix shall be set forth in Exhibit C attached hereto. Prices
         for Unique Customer Configured Products shall be mutually agreed upon
         on a case by case basis and the Exhibit will be updated to reflect
         these configurations.

         The parties acknowledge that the purchase price for the Products,
         Unique Customer Configured Products and Spare Parts (or any components
         thereof) sold to Ecrix hereunder may be subject to Japanese Consumption
         Tax. In such event, ECRIX shall be liable for the payment of the amount
         of such consumption tax which shall be added to the respective purchase
         price for the Products, Unique Customer Configured Products or Spare
         Parts payable by ECRIX hereunder. Ecrix shall be solely responsible for
         making any applications for the refund of such consumption tax at its
         own cost and expense. Upon request, however AIWA will provide Ecrix
         with all reasonable assistance in connection with any application for
         the refund of such consumption tax however assumes no liability in
         relation to the outcome of such an application.

  10.2   PRICE REVISIONS

         The parties shall in good faith negotiate and review prices on a
         quarterly basis. Such revisions may incorporate variations in product
         cost, competitive market prices, changes in sales volumes, and currency
         fluctuations, as explained later in this agreement. The parties will
         use their best efforts to maintain the Product's competitiveness in the
         market.

  10.3   FORWARD PRICING

         In order to obtain business from strategic large volume OEM customers
         identified by Ecrix and deemed to be in the mutual best interests of
         Ecrix and AIWA, both companies shall work together in good faith to
         establish a mutually agreeable price for sales of the Product to such
         strategic large volume OEM customer. Such pricing which may reflect the
         potential sales volume and unique configuration and may be documented
         with a separate model/part number in Exhibit C.

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  10.4   PRICE REDUCTION PROGRAM

         AIWA and Ecrix understand that market pressures will continuously push
         the price of the Product lower and in order for both companies to
         maintain a reasonable profit margin, they must work together to reduce
         the cost of the Product. In the spirit of this effort, both parties
         agree to implement an immediate program that will help cost reduce the
         Product and result in an overall reduction in the price AIWA charges
         Ecrix. The overall guideline is that the initiating party will benefit
         from sixty percent (60%) of the cost savings with the balance of forty
         percent (40%) going to the other party.

   11    CURRENCY

  11.1   CURRENCY BASIS

         The prices for the Products and Spare Parts that Ecrix pays to AIWA
         under this agreement shall be in US dollars.

  11.2   CURRENCY FLUCTUATIONS

         (a) The price in Section 10.1 hereof is based on a Japanese Yen to US
         dollar exchange rate relationship. The prices during the term of this
         agreement may be modified in accordance with this Section in order to
         reflect a proportionate share of the change in the Yen to Dollar
         relationship as measured in the Wall Street Journal. It is agreed that
         the parties will average the daily changes of the Yen/Dollar exchange
         rate as reported during each quarter. This average will be used to
         establish the price adjustment as per listed on the attached chart that
         will be prepared when Ecrix receives the first commercial delivery of
         the Products. The timing for such price change is as described in
         Section 10.2 above (i.e., on a quarterly basis).

         (b) It is understood that AIWA will potentially move sub-components of
         the drive to a US based economy. It is agreed that the parties will use
         the Currency Fluctuation Price Adjustment table in a proportional basis
         as sub-components are produced in the US based economy. That is to say,
         dollar sourced components will not be adjusted for a Yen/Dollar
         exchange rate.

         (c) The parties will use their best efforts to minimize currency
         fluctuation risks which may involve the shifting of production offshore
         depending upon the volume of production required or the sourcing of
         components from alternate markets. The issue of currency fluctuation
         risks and any proposals to minimize such risks may be discussed by the
         parties in the quarterly price revisions referred to in Section 10.2 of
         this Agreement.

   12A. TAXES

         The Price for the Products includes all taxes necessary to pass title
         to the Products to Ecrix. All taxes based on income shall be borne by
         the party that incurs them. In the event any additional taxes, duties
         or levies (other than those in existence at the date hereof) are
         introduced by any competent authority during the term of this Agreement
         and are payable by AIWA in connection with the manufacture and supply
         of the Products hereunder, the price of the Products shall be adjusted
         to take into account such additional taxes, duties or levies.

   12    PAYMENT TERMS

         (a) At its option, Ecrix shall pay for all Products shipped by AIWA to
         Ecrix hereunder by either of the following methods;
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                                  CONFIDENTIAL
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             (i) an unconditional Confirmed and Irrevocable Documentary Letter
             of Credit ("L/C") at sight issued without recourse by an
             internationally reputable bank acceptable to AIWA. The amount of
             each L/C shall be equivalent to the purchase price of the relevant
             shipment as set out in the Ecrix Purchase Order. Each UC shall be
             issued at least two (2) weeks before the commencement of the
             scheduled month of shipment; or

             (ii) [Confidential Information Redacted] in immediately available
             funds made no later than [Confidential Information Redacted] prior
             to the scheduled delivery date of the Products for which payment is
             being made; or

             (iii) wire transfer to the account designated by AIWA within
             [Confidential Information Redacted] of the date of delivery of the
             relevant Products to the Ex Works point PROVIDED THAT ECRIX, (at
             its sole cost and expense) maintains and provides AIWA with a
             written bank guarantee in favor of AIWA guaranteeing the due and
             punctual payment of any and all amounts payable to AIWA hereunder
             and in a form satisfactory to AIWA (the "Bank Guarantee").

         (b) The Bank Guarantee or Standby Letter of Credit referred to in
         sub-paragraph (iii) of paragraph (a) above shall at a minimum comply
         with the following:

             (i) be issued by an internationally reputable bank acceptable to
             AIWA;

             (ii) an original copy of the Bank Guarantee or Standby Letter of
             Credit must be received by AIWA no later than five (5) days before
             the commencement of each successive calendar quarter during the
             term of this Agreement;

             (iii) the Bank Guarantee or Standby Letter of Credit must be issued
             for an amount which is greater than or equal to the highest monthly
             amount of Purchase Orders scheduled for delivery in the immediately
             succeeding calendar quarter;

             (iv) the Bank Guarantee or Standby Letter of Credit must be
             unconditionally payable by the bank immediately upon the default by
             ECRIX in the payment of any amounts due to AIWA under this
             Agreement;

             (v) the Bank Guarantee or Standby Letter of Credit must be
             exercisable upon the written demand from AIWA, which demand may be
             given at any time within 12 months from the date any amounts became
             payable by ECRIX to AIWA pursuant to the terms of this Agreement;

             (vi) shall be reviewed quarterly and amended or substituted where
             necessary to comply with the terms hereof.

             In the event of a substitution of the Bank Guarantee or Standby
             Letter of Credit in accordance with paragraph (vi) above, AIWA
             shall simultaneously deliver to ECRIX the Bank Guarantee or Standby
             Letter of Credit provided no amounts are outstanding at the
             relevant time and the amount of the substituted Bank Guarantee or
             Standby Letter of Credit calculated pursuant to paragraph (iii)
             above is greater than the purchase price of any Products delivered
             in the immediately previous calendar quarter for which payment has
             not been received by AIWA at the time of substitution.



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         (c) AIWA shall be under no obligation to deliver the Products in
         accordance with the terms of Ecrix's Purchase Order in the absence of
         receipt of the L/C, advance payment or a Bank Guarantee covering the
         amount of the relevant delivery together with the purchase price of any
         Products delivered but for which payment has not been received by AIWA
         at the relevant time.

         (d) In addition to any other remedies available to it in the event of
         default in payment, AIWA may in its sole discretion suspend or cancel
         future delivery of Products without liability.

         (e) AIWA shall be entitled to interest on all unpaid sums from the due
         date at the rate of 1% per month or where the aforementioned rate
         exceeds the maximum rate permitted by law, the maximum rate permitted
         by law.

   13    DELIVERY AND SHIPMENT

  13.1   DELIVERY COSTS AND SHIPMENT

         (a) AIWA shall at its own cost deliver the Products to Ecrix at the Ex
         Works point in Japan designated by AIWA. Ecrix shall arrange and be
         responsible for all shipment and transportation costs (including
         insurance) from the Ex Works point in Japan to the ultimate delivery
         destination requested by Ecrix in its Purchase Order ("Ecrix's Ultimate
         Delivery Point").

  13.2   PACKAGING

         The Method of packaging shall be as specified in Exhibit D. The cost of
         packaging for shipment is included in the price. Each delivery shall
         include a packing list containing: (i) Purchase Order number, (ii)
         Product Model Number/Part Number, or Spare Part number, (iii) quantity
         and (iv) serial numbers and/or date codes of shipped Products, or Spare
         Parts. Ecrix shall indemnify and hold harmless AIWA from and against
         any and all liabilities, cost, expenses, loss and damages, arising out
         of or relating to the method and packaging for the Products provided
         that the Products and Spare Parts are packed in conformity with Exhibit
         D.

  13.3   DELIVERY TIMES

         (a) Delivery to Ecrix at the Ex Works point will be made by AIWA no
         later than the 21st day of the fourth month following the placement of
         an accepted Purchase Order, provided ECRIX has placed such Purchase
         Order before the 5th day of the order month (e.g. Products ordered in
         Purchase Orders placed by July 5th will be delivered to the Ex Works
         point on or before October 21st). If AIWA has knowledge that it will
         not meet the scheduled shipment date it shall notify Ecrix in writing
         of this situation, along with a schedule to remedy the delinquency.
         Ecrix shall provide written acceptance or rejection of the proposed
         revision to the shipment schedule within five (5) days. If Ecrix
         rejects AIWA's remedy schedule, such rejection shall constitute a
         notice of default. During the period of default or delinquency by AIWA,
         it agrees to deliver all Products in the most expeditious manner, the
         difference in the costs of delivery to be at AIWA's expense.

         (b) In addition, at any time prior to the 21st day of the month
         preceding the scheduled month of delivery, AIWA (in its discretion) may
         notify Ecrix of an earlier anticipated delivery date than that referred
         to in paragraph (a) above. In such event, AIWA shall deliver the
         relevant Products to the Ex Works point in Japan on such date, or
         within one (1) day thereof.


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         (c) Consistent failure to deliver product on the delivery date as
         described herein (or within (1) day thereof) shall be a material breach
         of the contract, subject to the remedies in Section 27.

   14    TITLE

         Title and Risk of Loss or damage (other than the loss and damage
         referred to in Section 13.2 above) to the Product shall pass from AIWA
         to Ecrix upon delivery to Ecrix at the designated Ex Works point.

   15    INSPECTION, ACCEPTANCE AND RELIABILITY TESTING

  15.1   AIWA INSPECTION

         AIWA shall provide and maintain an inspection procedure and quality
         assurance program as described in Exhibit E for the Products and their
         production processes. Any records of inspection work done by AIWA in
         accordance with Exhibit E, including equipment calibration, shall be
         maintained for a period of one (1) year from the date of inspection and
         made available to Ecrix upon its request at reasonable times during the
         term of this Agreement. Further, AIWA agrees to forward
         (electronically) all final Product test results from the common test
         tool referred to in Section 16 with each unit that is shipped in order
         that Ecrix can compile a history database to plot Product trends.

  15.2   SOURCE INSPECTION

         Ecrix is authorized to perform source inspection and quality assurance
         audits at AIWA's manufacturing facilities upon the giving of reasonable
         prior written notice. Such source inspection shall not relieve AIWA of
         its obligation to deliver conforming Products in accordance with the
         terms of this Agreement or waive Ecrix's right of incoming inspection
         and acceptance at Ecrix's Ultimate Delivery Point.

  15.3   INCOMING INSPECTION

         All Products or Unique Customer Configured Products ordered by Ecrix
         under this Agreement shall comply with the Product Specifications or
         other mutually agreed written specifications and shall be subject to an
         incoming inspection and acceptance by Ecrix upon its receipt of the
         Products or Unique Customer Configured Products at Ecrix's Ultimate
         Delivery Point utilizing the common test tool referred to in Section
         16.

  15.4   NOTICE OF REJECTION

         Products or Unique Customer Configured Products which fail to pass any
         Incoming Inspection conducted by Ecrix in accordance with Section 15.3
         above may be rejected by Ecrix by the giving of written notice to AIWA
         by facsimile identifying the rejected Products and specifying in detail
         the reasons for their rejection (the "Notice of Rejection"). In the
         event AIWA does not receive a Notice of Rejection within ten (10) days
         from the date of delivery of the Products or Unique Customer Configured
         Products to Ecrix's Ultimate Delivery Point, they shall be conclusively
         deemed accepted by ECRIX.

<PAGE>   17
                                  CONFIDENTIAL
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  15.5   CORRECTION OF MANUFACTURING DEFECTS

         During the Agreement term and subject to the agreement of the parties,
         AIWA shall provide technical personnel at Ecrix's facility for the
         purpose of analyzing and correcting manufacturing defects that may be
         found during Incoming Inspection. The costs for such visits will be
         handled on a case by case basis.

  15.6   REJECTED PRODUCTS

         Rejected Products may be returned by Ecrix for either repair and/or
         replacement subject to the terms set out herein. When returning
         rejected Products ECRIX shall attach the Notice of Rejection and such
         rejected products shall be delivered strictly in accordance with AIWA's
         written instructions. The liability for the costs associated with the
         repair and/or replacement of such rejected products shall be determined
         as follows:

               (i)   where the defect relates solely to a manufacturing defect
                     which cannot be corrected within a reasonable number of
                     working days by AIWA's technical personnel in accordance
                     with Section 15.5 above, AIWA shall be responsible for all
                     repair and/or replacement costs together with all
                     transportation and delivery costs incurred in replacing the
                     rejected products;

               (ii)  where there is No Trouble Found, Ecrix shall be responsible
                     for all transportation and delivery costs incurred in
                     returning the rejected products to AIWA and subsequent
                     re-delivery;

               (iii) where the defect relates solely to an Ecrix design defect
                     or firmware, ECRIX shall be responsible for ail repair
                     and/or replacement costs together with all transportation
                     and delivery costs incurred in replacing the rejected
                     products;

               (iv)  where the nature of the defect is unclear, repair and/or
                     replacement costs together with all transportation and
                     delivery costs incurred in replacing the rejected products
                     shall be borne 50% by Ecrix and 50% by AIWA.
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  15.7   REPLACEMENT PRODUCTS

         Replacement Products, Unique Customer Configured Products shall be
         delivered to Ecrix's Ultimate Point within forty-five (45) days after
         the date of receipt of the rejected products by AIWA at its designated
         facility. Should AIWA fail to repair and/or replace rejected Products,
         Unique Customer Configured Products to Ecrix within the said forty-five
         (45) days period, Ecrix shall have the option to cancel without cost or
         liability the purchase of such replacement Products, Unique Customer
         Configured Products and where the defect is solely attributable to
         AMA's manufacturing defect receive, at Ecrix's option, a credit or
         rebate if payment has been made.

  15.8   NON-CONFORMING ACCEPTANCE

         Ecrix may choose to accept Products, Unique Customer Configured
         Products which fail to conform in a minor aspect to the specifications
         established by this Agreement without prejudice to its right to reject
         nonconforming items in the future. If Ecrix so chooses, Ecrix will
         notify AIWA in writing by means of facsimile of its intent to accept
         non-conforming items within ten (10) days from the date of their
         arrival at Ecrix's Ultimate Delivery Point. AIWA agrees to negotiate in
         good faith a price reduction for such items based upon Ecrix's added
         expenses to correct such deficiencies provided that the basis for
         non-conformance is not the result of an Ecrix design defect. Upon
         agreement on price, ECRIX may accept such items.

  15.9   ECRIX CORRECTIONS

         Ecrix may attempt to correct deficiencies with Products or Spare Parts
         either consigned or purchased under this Agreement. Such correction by
         Ecrix shall neither invalidate nor act as a waiver of Ecrix's rights to
         satisfaction under Section 15.3 above nor affect any other terms of
         this Agreement, including, but not limited to, the warranty under
         Section 18 provided that Ecrix provides AIWA with written notice within
         ten (10) days of the relevant Products/Spare Parts arrival at Ecrix's
         ultimate delivery point detailing the nature of the defects and the
         proposed method of correction and obtains AIWA's prior written consent
         (which may not be unreasonably withheld) to proceed with the proposed
         method of correction. The act of payment for Products or Spare Parts
         shall not of itself signify acceptance by Ecrix of the Products or
         Spare Parts.

  15.10  SAMPLING INSPECTION

         If a lot fails the agreed upon sampling inspection criteria that is
         implemented by AIWA at the time of delivery of the Products as set
         forth in Exhibit E, Ecrix may reject the entire incoming lot and
         require AIWA technical personnel to verify individual products in the
         lot as acceptable, provided that the basis for failure of quality yield
         level is not the result of an Ecrix design defect.



<PAGE>   19
                                  CONFIDENTIAL
                                     Page 19

  15.11  ONGOING RELIABILITY TESTING

         AIWA shall perform ongoing reliability testing per Exhibit F and will
         share the results with Ecrix. Ecrix will follow a similar test plan and
         agrees to share its results with AIWA.

  15.12  OEM CUSTOMER INSPECTION

         From time to time certain OEM customers, or other customers, may
         request a tour of facilities where Product development, manufacturing,
         test, repair, and technical support activities are conducted. Such
         customers may request detailed information about the processes employed
         in these activities in order to complete vendor qualification and/or
         evaluation surveys. AIWA and Ecrix will, upon receipt of prior notice,
         make every reasonable effort to obtain any necessary approvals for a
         reasonable number of such visits and provide assistance to customers
         and to each other in order to complete these surveys in a timely and
         efficient manner. The OEM customer is to be accompanied by an
         employee(s) of the respective company sponsoring the visit. The
         approval for such visits referred to in this Section may be conditional
         upon the execution of an appropriately worded confidentiality and/or
         non-disclosure agreement by the OEM customer.

   16    TEST EQUIPMENT

         AIWA and Ecrix will work together to develop a common test tool and
         "pass/fail" test criteria, it being agreed however that Ecrix will
         develop the software for the common test tool. AIWA shall confirm that
         the proposed common test tool is exercising the mechanism correctly.
         After the common test tool and "pass/fail" test criteria have been
         agreed upon in writing by both parties, one copy of the tool will be
         used by AIWA to test all Product before it ships and another copy will
         be used by Ecrix to test Product at incoming inspection. Both companies
         agree to share their results so that a common database can be developed
         to analyze product trends.

   17    WARRANTY

  17.1   AIWA WARRANTY

         AIWA warrants for a period of [Confidential Information Redacted] from
         the date of delivery of Products to the Ex Works point, that all
         Products, Unique Customer Configured Products or Spare Parts furnished
         under this Agreement will be free from defects in materials and
         workmanship, and will conform to applicable Product Specifications,
         drawings and/or samples provided or incorporated in this Agreement.
         Software/firmware and product interface supplied by Ecrix and critical
         components and parts listed on Exhibit G are excluded from this
         warranty clause. These warranties shall survive any inspection,
         delivery, payment and termination or expiration of this Agreement, and
         shall extend to Ecrix, or its




<PAGE>   20

                                  CONFIDENTIAL
                                     Page 20

         successors and assigns. Notwithstanding the aforesaid, the
         warranty period may be extended by mutual agreement. In any event,
         Ecrix and AIWA agree that they will negotiate in good faith to extend
         the warranty period in order to provide warranty coverage granted with
         respect to similar or competitive products.

  17.2   ECRIX WARRANTY

         Ecrix warrants the electrical/electronics including the mechanic
         firmware developed by Ecrix and incorporated in the Product to be free
         from defects in design. These warranties shall survive any inspection,
         delivery, payment and termination or expiration of this Agreement, and
         shall extend to AIWA, or its successors and assigns.

  17.3   REMEDY

         Correction of warranty defects hereunder shall be performed at either
         Ecrix's or AIWA's facility, as AIWA and Ecrix shall agree. AIWA shall,
         with the mutual agreement of Ecrix, repair or replace all defective
         Products, Unique Customer Configured Products, and Spare Parts within
         forty-five (45) days of receipt of defective Products returned to it by
         Ecrix. In the event AIWA is unable to repair warranty defects within
         the said forty-five (45) day period, AIWA shall either replace such
         defective Products/Spare Parts within such period or grant Ecrix a
         credit for the amount of the price paid for such Product/Spare Part.
         During the term of this Agreement, and if mutually agreed between Ecrix
         and AIWA, AIWA shall provide, at Ecrix's facility, technical personnel
         for the purpose of analyzing and repairing defects in the Products,
         Unique Customer Configured Products and Spare Parts.

  17.4   WARRANTY COSTS

         (a) Costs of all work performed pursuant to the warranty set out in
         Section 17.1, including costs for labor, material, inspection and/or
         shipping from whichever facility shall be borne exclusively by AIWA.
         Costs of all work performed pursuant to the warranty set out in Section
         17.2, including costs for labor, material, inspection and/or shipping
         from whichever facility shall be borne exclusively by Ecrix. In the
         event that it cannot be clearly determined whether the warranty repairs
         are required solely pursuant to Section 17.1 or solely pursuant to
         Section 17.2, then the costs for all work performed pursuant to the
         warranty covered by this Section 17, including costs for labor,
         material, inspection and/or shipping from whichever facility shall be
         borne 50% by Ecrix and 50% by AIWA.

         (b) Ecrix shall exclusively bear all costs associated with any shipping
         damages resulting to Products, Unique Customer Configured Products or
         Spare Parts transported from AIWA to Ecrix provided that the method of
         packing the items meets Ecrix's specifications, otherwise AIWA shall
         exclusively bear all these costs.

         (c) The parties shall review on a semiannual basis the procedures for
         warranty repairs and allocation of warranty expenses as well as the
         reimbursement policy for such warranty repairs as hereinafter set
         forth. Initially, a report shall be prepared by AIWA and Ecrix on a
         calendar quarterly basis indicating the warranty costs incurred by the
         parties pursuant to this Section 17. Within thirty (30) days after a
         warranty cost report is submitted, the owing party shall reimburse the
         owed party. Any disputes pursuant to this Section 17 shall be resolved
         by arbitration in the manner established by Section 30 below.


<PAGE>   21
                                  CONFIDENTIAL
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  17.5   EXCLUSIVE REMEDY

         The warranty stated above constitutes the sole and exclusive remedy of
         AIWA and Ecrix. Except as herein above provided, Ecrix and AIWA make no
         warranties, express or implied, including any warranty of
         merchantability or fitness for a particular purpose. Neither AIWA nor
         Ecrix shall be liable to one another for consequential damages arising
         out of a breach of the warranties referred to in this Section.

  17.6   THIRD PARTY CLAIMS

         (a) Should either party become aware of any claim, suit or demand made
         by a third party with respect to the Products and/or Unique Customer
         Configured Products or the performance of any acts contemplated by this
         Agreement (including but not limited to claims for personal injury,
         property damage or loss of data), that party shall immediately notify
         the other party of the details and the nature of such alleged claim,
         suit or demand whereupon both parties shall firstly discuss and
         determine the most appropriate, economical and equitable method of
         resolving same.

         (b) Each party (the 'Indemnifying Party") shall indemnify and hold
         harmless the other party together with its officers, directors,
         shareholders, employees, agents, successors and permitted assigns (the
         "Indemnified Party") against any cause of action, loss, liability,
         damage, cost or expense (including but not limited to attorney's fees
         and costs irrespective of the institution of proceedings) to the extent
         that such liability arises out of or relates to a breach of the
         Indemnifying Party's obligations under this Agreement or as are implied
         by law and any negligent act or omission made during the term hereof.
         The Indemnified Party shall promptly notify the Indemnifying Party of
         the commencement of any such action or suit, or threats thereof, and
         the Indemnifying Party shall be afforded the opportunity to determine
         the manner in which such action or suit should be handled or otherwise
         disposed of. Notwithstanding the foregoing, if the Indemnified Party is
         a named party in any action or suit, it may participate in any such
         action or suit by its own counsel without affecting the indemnity
         granted pursuant to this paragraph. The Indemnified Party shall not
         undertake to settle, or agree to any settlement herein, without first
         obtaining the written consent of the Indemnifying Party.

         (c) The provisions of this Section shall survive the expiration or
         termination of this Agreement.

   18    CUSTOMER REPAIRS AND UPGRADES

  18.1   CUSTOMER REPAIRS

         (a) Products may fail at a customer site while either in or out of
         warranty. In order for the Product to be brought up to working
         condition, it may have to have a part or series of parts replaced.
         Additionally, the parties may have an inventory of spare parts that
         become obsolete because of an Engineering Change Order regarding Design
         or Manufacturing Process. All of the above scenarios require a cost to
         be incurred by either or both parties to remedy the situation. AIWA and
         Ecrix agree to work together to minimize this cost and ensure that the
         customer is serviced in the highest possible manner. Such activities
         will include training technicians to do repairs, implementing a
         consignment stock of parts to service in-warranty repairs, initiating a
         pool of hot spares, and a spare parts stock rotation program.







<PAGE>   22

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         (b) AIWA agrees to be responsible for costs associated with the
         performance of the activities referred to in the above paragraph to the
         extent that they relate solely to the repair or replacement of Products
         in connection with the warranty given in Section 17.1. ECRIX agrees to
         be responsible for costs associated with the performance of the
         activities referred to in the above paragraph to the extent that they
         relate solely to the repair or replacement of Products in connection
         with the warranty given in Section 17.2. Any activities undertaken by a
         party other than in discharge of its warranty obligations set out
         herein shall be done on a ordinary commercial charge basis, or as may
         be otherwise agreed upon in writing by the parties.

  18.2   UPGRADES

         A customer may return a working Product and request that the Product be
         upgraded to the latest configuration or latest feature sets. AIWA and
         Ecrix agree to work together to minimize this cost and ensure that the
         customer is serviced in the highest possible manner provided that any
         activities undertaken by a party other than in discharge of its
         warranty obligations set out herein shall be done on a ordinary
         commercial charge basis, or as may be otherwise agreed upon in writing
         by the parties.

   19    VENDOR SELECTION AND ASSISTANCE

         (a) It is contemplated by AIWA and Ecrix, that the majority of
         components and parts used for the Products or Unique Customer
         Configured Products will be sourced by AIWA's procurement group. During
         the term of this Agreement, Ecrix agrees to supply AIWA with or assist
         AIWA in procuring critical parts or components for the Products
         (including but not limited to those referred to in Exhibit G hereto as
         amended from time to time) which are necessary to meet AIWA's
         production requirements.

         (b) In the event that Ecrix must directly purchase components or parts
         on the behalf of AIWA, Ecrix shall only purchase in strict accordance
         with the price, quantities and delivery dates as may be requested by
         AIWA in written purchase orders submitted to Ecrix. Ecrix will either
         sell or consign these parts to AIWA. AIWA's purchase price or Product
         credit to Ecrix for all such components and parts will be Ecrix's
         purchase price, plus all related transportation, insurance, packing,
         export charges and taxes. Payment will be made [Confidential
         Information Redacted] after shipment of product, as long as a letter of
         credit or bank guarantee has been obtained. Otherwise, cash in advance
         of shipment will be required. Payment is subject to and conditional
         upon an incoming inspection of the relevant components and acceptance
         within 10 days of arrival of the relevant goods at AIWA's facility in
         Japan.

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   20    ENGINEERING CHANGES

  20.1   AIWA CHANGES

         (a) AIWA shall notify Ecrix of any Engineering Change Order as defined
         in Sections 2.5 and 2.6 hereof proposed to be made by AIWA to the
         Product, sub-assemblies, components, or manufacturing process and shall
         supply a written description of the expected effect of the Engineering
         Change Order on the Product, including the effect on performance, all
         test results of the proposed change, reliability, quality and
         serviceability and any cost changes expected by the Engineering Change.
         The implementation of an Engineering Change Order shall be subject to
         the prior approval of ECRIX, which may not be unreasonably withheld. In
         deciding whether or not to give its consent to the inclusion of AIWA's
         proposed Engineering Change, Ecrix may elect to evaluate parts and/or
         designs, specified as part of the proposed change. Ecrix agrees to
         approve or disapprove AIWA's proposed changes or respond with alternate
         proposals within 60 working days of receipt of a written request
         including all necessary documentation and materials to correctly
         evaluate the requested change for changes requiring customer approval
         and 20 working days for changes requiring only Ecrix approval.

         (b) Notwithstanding the above, AIWA may in its sole discretion
         implement changes to the manufacturing processes for the Products which
         do not affect functionality, reliability, performance, quality, cost,
         or result in a departure from the agreed upon Product Specifications
         however shall provide ECRIX with five (5) days prior written notice of
         such changes. In the event that any changes implemented by AIWA in
         accordance with this paragraph are subsequently proven to have required
         the prior consent of Ecrix in accordance with paragraph (a) above, the
         implementation of such changes shall be at AIWA's risk.

  20.2   ECRIX CHANGES

         (a) Ecrix may request, in writing, that AIWA incorporate an Engineering
         Change into the Product or Manufacturing Process. Such request will
         include a description of the proposed change sufficient to permit AIWA
         to evaluate its feasibility and the proposed effect on quality,
         reliability, performance, cost, and serviceability. Within 20 working
         days of receipt of such a request by Ecrix, AIWA will advise Ecrix of
         the terms and conditions under which it would make the Engineering
         Change requested by Ecrix. AIWA's evaluation shall be in writing and
         shall further state the cost savings or increase, if any, expected to
         be created by the Engineering Change, and its effect on the
         performance, quality, reliability, safety, appearance, dimensions,
         tolerance, inventory cost, lead time.

         (b) The implementation of any Engineering Change requested by ECRIX in
         accordance with paragraph (a) above shall be subject to the prior
         approval of AIWA, which may not be unreasonably withheld and the
         agreement of the parties as to a commensurate increase or decrease in
         the purchase price or revision of shipment schedule provided that ECRIX
         shall be liable for the costs of the purchase and delivery of any
         additional components that are required in order to effect the
         Engineering Change which are unable to be otherwise used by AIWA or
         returned to the supplier of same. If Ecrix requests AIWA in writing to
         incorporate an Engineering Change into the Product or Manufacturing
         Process and it is agreed to by AIWA, the Product Specifications will be
         amended as required.

         (c) ECRIX shall maintain a record of and promptly provide AIWA with
         written notice of any manufacturing firmware changes made which relate
         to the Products, including the revision number and a description of
         such change.

   21    SPARE PARTS

  21.1   SPARE PARTS DURING PRODUCT MANUFACTURE

         During the manufacture of the Products Ecrix shall have the right to
         order all piece parts for the purpose of providing service on the
         Products by Ecrix or any authorized third party service organization.
         AIWA shall supply the spare parts ordered by Ecrix as soon as is
         practicable and in no event later than ninety (90) days from receipt of
         the relevant order.


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  21.2   PRICES OF SPARE PARTS DURING PRODUCT MANUFACTURE

         The prices of all piece parts or subassemblies that compose the Product
         shall not exceed [Confidential Information Redacted] that of the total
         Product price to Ecrix.

  21.3   SPARE PARTS AFTER TERMINATION OF PRODUCT MANUFACTURING

         Ecrix shall have the right to purchase the recommended Spare Parts
         (Exhibit B) and AIWA agrees to supply these Spare Parts (Exhibit B) for
         a period of five (5) years after written notice of discontinuance of a
         relevant Model/Part Number of the Product. Ecrix shall also have the
         right to purchase all mutually agreed upon individual piece parts from
         AIWA or their vendors during this time period so that AIWA is not
         required to stock every individual piece part. AIWA will assist Ecrix
         in purchasing and obtaining the best prices from their suppliers and
         will further notify Ecrix of receipt of a notice of discontinuance of
         the supply of Spare Parts from any vendor in order that Ecrix may place
         a final order for such Spare Parts to cover the anticipated demand for
         the period referred to herein.

  21.4   PRICES FOR SPARE PARTS AFTER TERMINATION OF PRODUCT MANUFACTURING

         Prices for the Spare Parts shall be mutually agreed upon, however, the
         parties agree to negotiate commercially reasonable prices for said
         Spare Parts. At Ecrix's option certain Spare Parts of U.S. manufacture
         may be purchased directly from the manufacturers.

  21.5   WARRANTY AND PAYMENT TERMS

         Warranty for AIWA supplied Spare Parts will be the same as the Product
         under Section 17. Payment terms for Spare Parts shall be the same as
         for the Product under Section 12.

   22    EXCHANGE OF TECHNICAL INFORMATION

         (a) The Technical Information exchange will be an ongoing process
         during the Agreement term. Each party shall have full access to the
         other's facilities and production processes for the Products and full
         cooperation will be provided by all parties. The parties recognize,
         however, that it is intended that information transfer shall be
         efficiently accomplished and not impede the business of any party.
         Ecrix agrees to make available to AIWA design information relating to a
         Product, as it is developed by Ecrix, and to compile the product
         documentation to facilitate transfer. AIWA agrees to retain and create
         documentation for its manufacturing processes for the Products to the
         extent that it is possible and practical. Ecrix recognizes that it may
         be expensive and impractical for AIWA to assemble complete information
         relating to AIWA's manufacturing processes for the Products. However,
         Ecrix shall have full access to all information relating to AIWA's
         manufacturing processes for the Products upon reasonable request.

         (b) Subject to the express prior written consent of the owner of such
         Technical Information, either party may use the Technical Information
         of the other disclosed hereunder for the purpose of manufacturing
         Products as defined in this contract. Both parties recognize that
         continued access to the Technical Information of the other party,
         including such information deemed irrelevant by the disclosing Party,
         is necessary for broad business planning, which includes implementing
         Product designs and changes and assisting the other party in overcoming
         problems.
<PAGE>   25

                                  CONFIDENTIAL
                                     Page 25



   23    USE OF BRANDS

  23.1   ECRIX'S BRANDS

         (a) Ecrix grants to AIWA the right to apply such of Ecrix's Brands to
         the Product to be manufactured and delivered to Ecrix pursuant to this
         Agreement, as Ecrix shall direct upon reasonable written notice.
         Ecrix's Brands shall not be used in combination with any other
         tradenames, trademarks, characters, figures or marks by AIWA without
         the prior written approval of Ecrix. Ecrix represents and warrants that
         it is the sole and exclusive owner of Ecrix's Brands and that the use
         thereof on the Product will not infringe the rights of any third party.

         (b) Ecrix's Brands shall be affixed to each Unit of the Product, in
         such manner as described in Product artwork provided by Ecrix to AIWA,
         and any change of such manner shall be determined by both parties in
         writing but at the sole expense of Ecrix.

         (c) Ecrix shall indemnify and hold harmless AIWA from any claims,
         suits, demands, loss, damage and expense (including reasonable counsel
         fees) arising out of or connected with the use of Ecrix's Brands or any
         claim relating to any artwork, labeling and other printed matters
         supplied by or included at the direction of Ecrix. AIWA shall promptly
         notify Ecrix of the commencement of any such action or suit, of threats
         thereof, and Ecrix shall be afforded the opportunity to determine the
         manner in which such action or suit should be handled or otherwise
         disposed of. Notwithstanding the foregoing, if AIWA is a named party in
         any action or suit, AIWA may participate in any such action or suit by
         its own counsel without affecting the indemnity granted pursuant to
         this paragraph. AIWA shall not undertake to settle, or agree to any
         settlement herein, without first obtaining the written consent of
         Ecrix.

         Ecrix represents and warrants the originality of any of its items to be
         delivered to AIWA hereunder and that no portion of such items, or their
         use or distribution, violates or is protected by any copyrights,
         registration or similar right of any third party.

   24    INTELLECTUAL PROPERTY RIGHTS

         (a) Each party agrees to file applications for and pursue the issuance
         of United States, European and Japanese patents that arise out of each
         party's activities in connection with development and manufacturing of
         the Product in accordance with the Joint Development Agreement and this
         Agreement.

         (b) The ownership of any intellectual property rights including, but
         not limited to, patents, copyrights, mask works, and trade secrets,
         that may arise out of each party's activities carried out under this
         Agreement shall be as follows:

             (i) where the intellectual property rights arise out of work
             carried out solely by one party and independent of the Confidential
             Information (specified in Section 29) of the other party, the
             rights shall belong solely to the party performing such work. The
             presumption for this purpose is that Ecrix will own all rights in
             the electronic design and trademarks or copyrights associated with
             the Product marketed under the Ecrix name, and that AIWA will own
             all rights in the mechanical design. Each Party shall give written
             notice of any work that may give rise to ownership of rights that
             is inconsistent with this presumption;

             (ii) where the rights arise out of work carried out jointly by both
             parties or by one party using any Confidential Information of the
             other party, the rights shall be jointly owned by the parties
             subject to the limitations set forth in this Agreement.
<PAGE>   26

                                  CONFIDENTIAL
                                     Page 26



         The parties agree to cooperate with each other to file applications for
         patents or other intellectual property rights arising out of such work.
         All expenses and charges necessary for the filing and prosecution of
         such applications, issuance and maintenance fees for such rights shall
         be equally borne by the parties.

         (c) AIWA and ECRIX hereby acknowledge that AIWA, ECRIX and SONY
         CORPORATION jointly own the Format as defined in Section 2.17 hereof
         and AIWA may freely use the Format, manufacture and have manufactured
         and sell the products conforming to the Format without any compensation
         to the other parties. Further, upon request, the other party/ies will
         grant a license of its/their patents which cover the requesting party's
         products conforming to the Format on reasonable terms and conditions.

   25    MUTUAL LICENSE

         Each party grants to the other party a non-exclusive and paid-up
         license under its intellectual property rights (including pre-existing
         rights) to conduct the activities under the terms of and during the
         term of this Agreement.

   26    PATENT INDEMNIFICATION

         (a) AIWA warrants that it has the full right to use the pre-existing
         intellectual property described in Exhibit H without any royalty
         obligations or liabilities. AIWA further warrants that it has the right
         to use and the right to permit Ecrix to use such intellectual property
         with respect to the Products manufactured by AIWA, pursuant to the
         licenses granted in this Agreement.

         (b) Ecrix will indemnify and hold harmless AIWA from any claims, suits,
         demands, loss, damage and expense (including reasonable counsel fees)
         arising out of or connected with any claim that a Product manufactured
         by AIWA and/or any software/firmware and product interface supplied by
         Ecrix infringes any trade secret, copyright patent or any other
         intellectual property rights with the exception of those patents listed
         on Exhibit H. AIWA shall promptly notify Ecrix of the commencement of
         any such action or suit, of threats thereof, and Ecrix shall be
         afforded the opportunity to determine the manner in which such action
         or suit should be handled or otherwise disposed of. Notwithstanding the
         foregoing, if AIWA is a named party in any action or suit, AIWA may
         participate in any such action or suit by its own counsel without
         affecting the indemnity granted pursuant to this paragraph. AIWA shall
         not undertake to settle, or agree to any settlement herein, without
         first obtaining the written consent of Ecrix.

         (c) Notwithstanding anything in this Section 26 to the contrary, Ecrix
         shall have no liability for any claim of patent, trade secret, or
         copyright, if the alleged infringement arises from (i) changes and
         modifications to the Product by AIWA other than those provided in
         Section 20.2 hereof; or (ii) the manufacturing process by which the
         Product is manufactured unless the product design provided by Ecrix
         requires the manufacturing process or the manufacturing process which
         is the subject of such claim is originated with Ecrix and has been
         performed by AIWA in compliance with Ecrix engineering drawings.

<PAGE>   27
                                  CONFIDENTIAL
                                     Page 27


         (d) AIWA shall defend such action or suit to the extent it is liable
         pursuant to paragraph (c) above at its expense, by reputable counsel
         selected by AIWA and shall pay any and all fees, costs or damages that
         may be awarded in such action or in settlement thereof, provided Ecrix
         gives AIWA full information and assistance to defend and/or settle such
         action or suit or threats thereof. Settlement shall be at the option of
         AIWA. In the event that a judicial determination of infringement of a
         patent, trade secret or copyright is made or a final injunction is
         obtained against Ecrix prohibiting usage of the Product purchased
         hereunder or any part thereof by reason of such infringement, AIWA
         shall have the right upon written notice to Ecrix, to either (A) at its
         expense, procure for Ecrix the right to continue using the Product or
         replace or modify the Product, or (B) modify the manufacturing process
         for the Product so that it is non-infringing so long as such
         modification does not affect the Products functioning, or (C) direct
         Ecrix to return such Product to AIWA at AIWA's expense. In case of (C)
         above this Agreement shall be terminated with respect to the affected
         Product. If any Product is so returned to AIWA, AIWA shall not be
         liable for the result thereof except that if AIWA has been paid for the
         products by Ecrix AIWA shall pay to Ecrix the original purchase price
         for such Product which does not contain any part originated with
         Ecrix's request and involving possible infringement upon the Patent,
         trade secret or copyright in question.

         (e) Without prejudice to the parties rights and obligations set out in
         paragraphs (a) through (d) above, if an action is brought against both
         AIWA and Ecrix based on a claim that the Product manufactured by AIWA
         and/or any software/firmware and product interface supplied by Ecrix
         infringes any trade secret, copyright patent or any other intellectual
         property rights, the parties agree to work together to resolve such a
         claim. The first attempt will be to work with the alleging party in an
         attempt to come to a satisfactory solution for both sides. If this
         effort fails, upon mutual agreement, the parties may select a reputable
         counsel to defend their position and share the costs of such counsel
         and all fees, costs or damages that may be awarded in such action or in
         settlement thereof.

   27    TERM AND TERMINATION

  27.1   TERM

         Subject to the receipt of any necessary government approvals and or
         consents as referred to in Sections 28.1 and 28.2, this Agreement shall
         commence on the date first written above and shall continue for a term
         of two (2) years from the date of the initial delivery of Products to
         Ecrix hereunder unless earlier terminated pursuant to this Section 27.
         This Agreement shall be automatically renewed upon expiration for
         additional one (1) year terms unless a) either party elects not to
         renew this Agreement by giving written notice to the other party of
         such intention at least nine (9) months prior to the expiration of the
         then current term, or b) the parties have renegotiated this contract.


<PAGE>   28

                                  CONFIDENTIAL
                                     Page 28

  27.2   TERMINATION

         (a) The default by one party in the performance of a material
         obligation of such party under this Agreement shall entitle the other
         party to give the party in default written notice describing such
         default and requiring it to remedy such default. If such default is not
         fully remedied within sixty (60) days after the date of such notice,
         the notifying party shall be entitled to terminate this Agreement.

         (b) Either party may terminate this Agreement at any time upon or after
         the entry of an order for relief in respect of any petition against the
         other party under Chapter 7 of Title 11 of the United States Code, or
         the entry of a decree or order by a court having competent jurisdiction
         in the premises in respect of any petition filed or action taken
         against the other party looking to reorganization, arrangement,
         composition, readjustment, liquidation, dissolution or similar relief
         under any other present or future federal or state statute, law or
         regulation, resulting in the appointment of a receiver, liquidation,
         sequestrator or other similar official of the other party or of any
         substantial part of its property, or resulting in the winding-up or
         liquidation of its affairs, provided such decree or order is unstayed
         and in effect for a period of 60 consecutive days; or at any time upon
         or after the filing of a petition for relief under Chapter 7 of Title
         11 of the United States Code by the other party or the consent,
         acquiescence or taking of an action by the other party or in support of
         a petition filed by or against it looking to reorganization
         arrangement, composition, readjustment, liquidation, dissolution, or
         similar relief under any other present or future federal or state
         statute, law or regulation, or the appointment, with the consent of the
         other party, of any receiver, liquidation, custodian, assignor,
         trustee, sequestrator or other similar official of the other party or
         of any substantial part of its property, or the making by it of an
         assignment for the general benefit of all creditors, or the admission
         by it in writing of its inability to pay its debts generally as they
         become due, or the taking of corporation action by the other party in
         furtherance of any such action.

  27.3   RIGHTS UPON TERMINATION

         (a) In the event of any termination of this Agreement under Section
         27.2(b), neither party shall have any rights and obligations except as
         otherwise provided herein under this Agreement.

         (b) In the event of any valid termination of this Agreement by AIWA
         under Section 27.2(a) due to a material breach by Ecrix, the following
         provisions shall apply;

             (i) AIWA shall be entitled to manufacture, have manufactured, sell
             and distribute Products and/or Application Products worldwide; and

             (ii) AIWA shall be entitled to the continued supply of any critical
             parts or components for the Products and/or Application Products
             (including but not limited to those referred to in Exhibit G
             hereto, as amended from time to time) for a period not to exceed 6
             (six) months, at mutually agreed to terms and conditions; and

             (iii) in addition to the specific rights conferred in this Section,
             AIWA shall be entitled to those additional remedies as may be
             awarded by arbitration pursuant to Section 30.

         (c) In the event of any valid termination of this Agreement by Ecrix
         under Section 27.2(a) due to a material breach by AIWA, the following
         provisions shall apply;

             (i) ECRIX shall be entitled to manufacture, have manufactured, sell
             and distribute Products and/or Application Products worldwide; and

             (ii) ECRIX shall be entitled to the continued supply of any
             critical parts or components for the Products for a period of time
             not to exceed 6 (six) months, at mutually agreed to terms and
             conditions; and

             (iii) in addition to the specific rights conferred in this Section,
             ECRIX shall be entitled to those additional remedies as may be
             awarded by arbitration pursuant to Section 30.

         (d) Other than as expressly provided for in this Agreement, this
         Section sets forth the sole remedy of a party in the event of a
         material breach of this Agreement by the other party.
<PAGE>   29

                                  CONFIDENTIAL
                                     Page 29


   28    GOVERNMENTAL CONSENTS

  28.1   U.S. REQUIREMENTS

         AIWA recognizes that the transfer of technology from Ecrix may be
         subject to compliance with United States export laws. Ecrix agrees to
         use its best efforts to promptly obtain necessary consents to carry out
         this agreement. The performance of this Agreement shall be subject to
         and conditional upon the receipt or waiver of such consents.

  28.2   JAPAN REQUIREMENTS

         Ecrix recognizes that approval of the government of Japan may be
         required prior to this Agreement becoming effective. AIWA agrees to use
         its best efforts to promptly obtain such approval if necessary. The
         performance of this Agreement shall be subject to and conditional upon
         the receipt or waiver of such approval.

  28.3   COMPLIANCE WITH LAWS

         All parties agree during the term of this Agreement to comply with all
         applicable laws of any country or governmental authority. The parties
         recognize that the Products are subject to restrictions on re-export
         imposed by the US Department of Commerce.

   29    CONFIDENTIALITY

  29.1   CONFIDENTIALITY

         All parties acknowledge that, in the course of performing their
         respective obligations, they will be receiving information which is
         confidential and proprietary to the disclosing Party and which the
         disclosing party wishes to protect from public disclosure.
         'Confidential Information' means any information that has been or will
         be disclosed between the parties relating to their respective
         businesses, customers, products, marketing plans, financial status and
         the like and to Technical Information. The parties agree that
         regardless of the date of termination of this Agreement, each will keep
         confidential any `Confidential Information' of the other party for a
         period of three (3) years following the date of such termination and
         any extension hereof.

  29.2   RESTRICTIONS

         Each party (a) agrees to use Confidential Information only for the
         purposes described herein except as otherwise provided in Section 24
         and not to disclose Confidential Information given to it by the other
         party to any person, real or legal, except as authorized in this
         Agreement, (b) shall require a third party to whom disclosure of
         Confidential Information is authorized to sign a confidentiality
         agreement in form mutually acceptable to the parties, (c) shall
         exercise the same degree of care to safeguard the confidentiality of
         such Confidential Information as it would exercise in protecting the
         confidentiality of similar property of its own, and (d) agrees to use
         its diligent efforts to prevent inadvertent or unauthorized disclosure,
         publication or dissemination of any Confidential Information. The
         obligations to avoid publication or dissemination of Confidential
         information will not apply to any information which a party can show:

             (i)  is already in the possession of such party;
<PAGE>   30

                                  CONFIDENTIAL
                                     Page 30



             (ii)  is or becomes publicly available without breach of this
                   Agreement by such party or through ordinary marketing or sale
                   of the Products,

             (iii) is rightfully received by such party from a third party not
                   under an obligation of confidence to the other party with
                   respect thereto;

             (iv)  is released for disclosure by the other party with its
                   written consent;

             (v)   is disclosed Pursuant to the requirement of a governmental
                   agency or operation of law, provided that such party is
                   obligated to use its best efforts to prevent disclosure or
                   seek confidential treatment as requested by a party under
                   such circumstances; or

             (vi)  is independently developed by such party.

  29.3   NON-DISCLOSURE AGREEMENT

         Ecrix and AIWA have entered into a Non-Disclosure Agreement dated
         August 7, 1996. The parties agree that the purpose of the parties'
         disclosures under that Non-Disclosure Agreement is hereby expanded to
         include all activities of both parties contemplated by this Agreement
         and that the provisions of that Non-Disclosure Agreement shall be
         applicable to all Confidential Information disclosed by either party in
         connection with such activities.

   30    ARBITRATION

         If any dispute or difference shall arise between the parties concerning
         the construction of this Agreement or the rights or obligations of
         either party, the parties shall strive to settle the same amicably. If
         they are unable to do so, the dispute or difference shall be finally
         settled by arbitration pursuant to the Japan-American Trade Arbitration
         Agreement of September 16, 1952 by which each party is bound, and the
         award of the arbitration shall be final. The place of arbitration shall
         be determined by the identity of the party demanding arbitration. If
         AIWA demands arbitration, the place of arbitration shall be Boulder,
         Colorado, USA. If Ecrix demands arbitration, the place shall be Tokyo,
         Japan. Once venue has been established under this process, the other
         party will allow the process to proceed. On all matters and procedures
         concerned with arbitration other than selection of the place of
         arbitration, as agreed above, the provisions of the Japan-American
         Trade Arbitration Agreement of September 16, 1952 shall apply. The
         award of the arbitration shall be final and may be entered into any
         court having jurisdiction. The cost of the arbitration proceeding and
         attorney's fees and expenses of the parties shall be allocated as
         directed by the arbitrators.

         Anything in this Agreement to the contrary notwithstanding, in no event
         shall the failure to agree upon the prices of the Products be subject
         to arbitration.

   30    MISCELLANEOUS

<PAGE>   31
                                  CONFIDENTIAL
                                     Page 31


  31.1   NONASSIGNABILITY

         Except as specifically permitted by the Agreement, neither AIWA nor
         Ecrix may assign, transfer or sublicense any of the rights or
         obligations arising under this Agreement other than to a successor to
         its entire business by reason of merger or sale of assets. In such
         case, either party shall receive written notice of any proposed merger
         or sale of assets and the intended successor in interest of such
         proposed merger or sale of assets shall acknowledge in writing to be
         bound by the terms and conditions of this Agreement. Any attempted
         assignment, transfer, or sublicense grant without the prior written
         consent of the other party shall be void and without effect.

  31.2   FAILURE TO ENFORCE

         The failure of either party to enforce at any time or for any period of
         time the provisions of the Agreement shall not be construed to be a
         waiver of such provisions or of the right of such party to enforce each
         and every such provision. Any waiver of the provisions of this
         Agreement shall be of no force and effect unless in writing and signed
         by the party's duly authorized representative.

  31.3   GOVERNING LAW

         This Agreement is deemed entered into and shall in all respects be
         governed by and construed under the laws of the State of Colorado,
         United States of America.

  31.4   SEVERABILITY

         In the event that any of the provisions of this Agreement shall be held
         by a court or other tribunal of competent jurisdiction to be
         unenforceable, the remaining portions of this Agreement shall remain in
         full force and effect.



<PAGE>   32

                                  CONFIDENTIAL
                                    Page 32

  31.5   NOTICES

         Unless otherwise expressly provided in this Agreement, any notice which
         any party desires or is obligated to give to the other shall be given
         in writing and sent to the appropriate address shown below or to such
         other address as the party to receive the notice may have last
         designated in writing in the manner herein provided. A notice shall be
         deemed to have been received on the earlier of the date when actually
         received or seven (7) days after being deposited in the mail, postage
         prepaid, registered or certified mail properly addressed as follows:

                     ECRIX:   Attention: Craig G. Lamborn
                              ECRIX CORPORATION
                              5525 Central Avenue,
                              Boulder, CO 80301
                              Facsimile: 303-245-7267

                     AIWA:    Attention: Mr. Junsaku Ueda, Managing Director.
                              Data Products Division
                              AIWA CO., LTD.
                              11-6 Higashi Nakano 1-chome
                              Nakano-ku, Tokyo, 164-0003
                              Facsimile: 03-3371-7929

  31.6   ENTIRE AGREEMENT

         This Agreement (together with the Joint Development Agreement and the
         Supplemental Agreements referred to in Section 31.13 below) constitute
         the entire agreements between the parties pertaining to the subject
         matter hereof, and any and all other written or oral agreements
         existing between the parties are expressly cancelled. Any modifications
         of this Agreement must be in writing and signed by the duly authorized
         officers of both parties and make specific reference to this Agreement.

  31.7   FORCE MAJEURE

         In the event of any delay in performance or failure of performance of
         obligations under this Agreement by either party due to any causes
         arising from acts of God, war, mobilization, riot, strike, fire,
         earthquake, flood, embargo, delay of carrier, power failure or
         attributable to acts, events, or omissions beyond the reasonable
         control of the party concerned, such delay or failure of performance
         shall not be deemed a default and the party so delayed or prevented
         shall be under no liability for loss or injury suffered by the other
         party.

  31.8   LIMITATION OF LIABILITY

         Other than as expressly provided in this Agreement, in no event and
         under no circumstances shall any party under this Agreement be liable
         for any special or consequential damages or loss of profits of the
         other party or any expenditures, costs or investments made or insured
         by the other party as provided herein.

  31.9   AGENCY

         This Agreement does not create a principal to agent, employer to
         employee partnership, joint venture, or any other relationship except
         that of independent contractors between AIWA and Ecrix.

  31.10  HEADINGS

         Headings to Sections and Paragraphs of this Agreement are to facilitate
         reference only, do not form a part of this Agreement, and shall not in
         any way affect the interpretation hereof.

  31.11  BUSINESS DAYS

         Where the due date for the performance of any act contemplated by this
         Agreement falls on a Saturday, Sunday or Public Holiday in the location
         of the party required to perform such act, for the purposes of this
         Agreement the due date for performance shall be deemed to be the next
         business day.

         Where a date or day is specified for the performance of any act or the
         submission of any document under this Agreement, such act shall be
         performed or document shall be submitted on or before the close of
         business (local time) on the specified date or day in the territory
         where the act is to occur or the recipient of the document is located.
<PAGE>   33

                                  CONFIDENTIAL
                                     Page 33



  31.12  CHANGES IN CONTROL AND MANAGEMENT

         In the event that there is a change in control of either AIWA or Ecrix,
         i.e. a person or entity acquires more than 50% of the voting control of
         either AIWA or Ecrix, with the exception of an initial public offering
         by Ecrix, or that there is a significant management change at the
         senior level of either AIWA or Ecrix then, for a period of eighteen
         (18) months, unless this Agreement terminates sooner by its own terms
         or other provisions contained herein, the parties shall continue to
         perform their respective obligations under this Agreement, during which
         time the parties shall mutually attempt to resolve problems created by
         any such change in control or management. If after such eighteen (18)
         month period the parties are unable to resolve any material difficulty,
         or if either party finds it substantially impractical to continue
         performance of this Agreement, then this Agreement may be terminated by
         either party by giving nine (9) months written notice to the other
         party of such intention to terminate this Agreement.

  31.13  SAVING AND INCONSISTENCY

         (a) The parties agree that the terms and conditions of the Joint
         Development Agreement entered into between the parties as of the 4th
         day of December, 1997 (the "JDA") shall continue in full force and
         effect for the term of this Agreement and shall terminate
         simultaneously with the expiration or termination of this Agreement. In
         the event of inconsistency with the terms of the JDA and this
         Agreement, the terms of this Agreement shall prevail to the extent that
         they are inconsistent.

         (b) The parties hereby acknowledge having entered into a separate
         written agreement dated the 9th day of December, 1998 entitled "AIWA's
         Response" which agreement was clarified in the document entitled
         "Clarification of Aiwa's Response" dated 24 December 1998 (the
         "Supplemental Agreements"). To the extent they are inconsistent with
         the terms hereof, the terms of the Supplemental Agreements shall
         prevail over the terms of this Agreement.

         IN WITNESS WHEREOF, the parties or their duly authorized
         representatives have executed this Agreement as of the date first set
         forth above.

         AIWA CO., LTD.                            ECRIX CORPORATION



         /S/ YOSHIO ISHIGAKI                       /S/ JUAN A. RODRIGUEZ
         -----------------------------------       -----------------------------
         NAME: YOSHIO ISHIGAKI                     NAME:  MR. JUAN A. RODRIGUEZ
         TITLE: PRESIDENT AND REPRESENTATIVE       TITLE:  CHAIRMAN AND CEO
                OFFICER
<PAGE>   34


                                                                   EXHIBIT 10.30

The Registrant hereby agrees to furnish supplementally a copy of the following
omitted Exhibits (we may request confidential treatment of portions of the
exhibits):

         Exhibit A                Products
         Exhibit B                Spare Parts
         Exhibit C                Pricing
         Exhibit D                Packaging Specifications
         Exhibit E                Minimum Quality Levels
         Exhibit F                Ongoing Reliability Testing
         Exhibit G                Parts to be Procured/Consigned by Ecrix
         Exhibit H                Pre-Existing Intellectual Property