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                                                                   EXHIBIT 10.31


                                  XIRCOM, INC.

                            COMMON STOCK AND WARRANT

                               PURCHASE AGREEMENT

This Common Stock and Warrant Purchase Agreement (this "Agreement") is made and
entered into as of January 13, 1997, by and between Xircom, Inc., a California
corporation (the "Company"), and Intel Corporation, a Delaware corporation (the
"Investor").

                                  R E C I T A L

WHEREAS, the Company desires to sell to the Investor, and the Investor desires
to purchase from the Company, shares of the Company's Common Stock and a Warrant
to purchase additional shares of the Company's Common Stock on the terms and
conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing recital, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.   AGREEMENT TO PURCHASE AND SELL STOCK.

     1.1 Authorization. As of the Closing (as defined below), the Company's
Board of Directors will have authorized the issuance, pursuant to the terms and
conditions of this Agreement, of up to the number of shares of the Company's
Common Stock equal to twelve and one-half percent (12.5%) of the number of
shares of the Company's Common Stock and other voting securities outstanding on
the day immediately preceding the date of Closing minus 100 shares ("Purchased
Shares") PLUS the number of shares of the Company's Common Stock equal to seven
and one-half percent (7.5%) of the number of shares of the Company's Common
Stock and other voting securities outstanding on the day immediately preceding
the date of Closing ("Warrant Shares") shares of the Company's Common Stock,
$0.001 par value (the "Common Stock").

     1.2 Agreement to Purchase and Sell Common Stock. The Company hereby agrees
to sell to the Investor at the Closing, and the Investor agrees to purchase from
the Company at the Closing, the Purchased Shares at a price per share equal to
the Per Share Purchase Price.

     1.3 Per  Share  Purchase Price.  The "Per  Share  Purchase
Price" shall be $20.775.

     1.4 Agreement to Purchase and Sell Warrant. The Company hereby agrees to
issue to the Investor at the Closing a Warrant (the "Warrant") to purchase the 
Warrant Shares in the form attached hereto as Exhibit A.

     1.5 Compliance with HSR Requirements.  Promptly after the execution hereof,
the Company and the Investor shall each complete and file their respective
premerger notification

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report forms under the HSR Act (as defined in Section 3.6). After the filing
thereof, the Company and the Investor shall use all reasonable efforts to comply
with the HSR Requirements; provided, however, that neither the Company nor the
Investor shall be under any obligation to comply with any request or requirement
imposed by the Federal Trade Commission (the "FTC"), the Department of Justice
(the "DofJ") or any other governmental authority in connection with the
compliance with the HSR Requirements if the Company or the Investor, in the
exercise of such entity's sole discretion, elects not to do so. Without limiting
the generality of the foregoing, neither the Company nor the Investor shall be
obligated to comply with any request by, or any requirement of, the FTC, the
DofJ or any other governmental authority: (i) to disclose information the
Company or the Investor, as the case may be, desires to keep confidential; (ii)
to dispose of any assets or operations; or (iii) to comply with any restriction
on the manner in which they conduct their respective operations.

2.   CLOSING

     2.1 The Closing. The purchase and sale of the Purchased Shares and the
Warrant will take place at the offices of Gibson, Dunn & Crutcher, 2029 Century
Park East, Los Angeles, California, at 10:00 a.m. California time, within three
(3) business days after the conditions set forth in Articles 5 and 6 have been
satisfied, or at such other time and place as the Company and the Investor
mutually agree upon (which time and place are referred to in this Agreement as
the "Closing"). At the Closing, the Company will deliver to the Investor the
Warrant and a certificate representing the Purchased Shares, all against
delivery to the Company by the Investor of the full purchase price of the
Purchased Shares, paid by wire transfer of funds to the Company.

3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby 
represents and warrants to the Investor that the statements in this Section 3
are true and correct, except as set forth in the Disclosure Letter from the
Company dated January 13, 1997 (the "Disclosure Letter").

     3.1 Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California and has all corporate power and authority required to
(a) carry on its business as presently conducted, and (b) enter into this
Agreement, the Investor Rights Agreement (as defined in Section 5.8) and the
Warrant, and to consummate the transactions contemplated hereby and thereby. The
Company is qualified to do business and is in good standing in each jurisdiction
in which the failure to so qualify would have a Material Adverse Effect. As used
in this Agreement, "Material Adverse Effect" means a material adverse effect on,
or a material adverse change in, or a group of such effects on or changes in,
the business, operations, financial condition, results of operations, prospects,
assets or liabilities of the Company.

     3.2 Capitalization.  As of the date of this Agreement the capitalization of
the Company is as follows:


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          (a)   Preferred Stock.  A total of 2,000,000 authorized shares of 
Preferred Stock, $0.01 par value per share (the "Preferred Stock"), none of
which is issued or outstanding.

          (b)   Common Stock. A total of 50,000,000 authorized shares of Common
Stock, $0.001 par value, of which 20,001,304 shares are issued and outstanding.
All of such outstanding shares are validly issued, fully paid and
non-assessable. No such outstanding shares were issued in violation of any
preemptive right.

          (c)   Options, Warrants, Reserved Shares. Except for the Xircom Stock
Option Plan, 1992 Directors Stock Option Plan, 1994 Employee Stock Purchase
Plan, and the 1995 Stock Option Plan, each as amended (the "Plans"), there are
not outstanding any options, warrants, rights (including conversion or
preemptive rights) or agreements for the purchase or acquisition from the
Company of any shares of its capital stock or any securities convertible into or
ultimately exchangeable or exercisable for any shares of the Company's capital
stock. Except for any stock repurchase rights of the Company under the Plans, no
shares of the Company's outstanding capital stock, or stock issuable upon
exercise, conversion or exchange of any outstanding options, warrants or rights,
or other stock issuable by the Company, are subject to any rights of first
refusal or other rights to purchase such stock (whether in favor of the Company
or any other person), pursuant to any agreement, commitment or other obligation
of the Company.

     3.3  Subsidiaries. The Company does not presently own or control, directly
or indirectly, any interest in any other corporation, partnership, trust, joint
venture, association or other entity.

     3.4  Due Authorization. All corporate action on the part of the Company, 
its officers, directors and shareholders necessary for the authorization,
execution, delivery of, and the performance of all obligations of the Company
under, this Agreement, the Investor Rights Agreement (as defined below), and the
Warrant, and the authorization, issuance, reservation for issuance and delivery
of all of the Purchased Shares being sold under this Agreement and of the
Warrant Shares has been taken or will be taken prior to the Closing, and this
Agreement constitutes, and the Investor Rights Agreement and the Warrant when
executed, will constitute, valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except as may be limited by (i) applicable bankruptcy, insolvency,
reorganization or others laws of general application relating to or affecting
the enforcement of creditors' rights generally and (ii) the effect of rules of
law governing the availability of equitable remedies.

     3.5  Valid Issuance of Stock.

          (a) The Purchased Shares, when issued, sold and delivered in
accordance with the terms of this Agreement for the consideration provided for
herein, will be duly and validly issued, fully paid and nonassessable. The
Warrant Shares have been duly and validly reserved for issuance and, upon
issuance, sale and delivery in accordance with the terms of

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the Warrant for the consideration provided for therein, will be duly and validly
issued, fully paid and nonassessable.

          (b) Based in part on the representations made by the investors in
Section 4 hereof, the Purchased Shares, the Warrant and (assuming no change in
applicable law and no unlawful distribution of Purchased Shares or the Warrant
by the Investor or other parties) the Warrant Shares will be issued in full
compliance with the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the "1933 Act"), or in compliance with
applicable exemptions therefrom, and the registration and qualification
requirements of all applicable securities laws of the states of the United
States.

     3.6  Governmental Consents. No consent, approval, order or authorization 
of, or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required in connection with the consummation of the transactions contemplated by
this Agreement, except for compliance with the HSR Requirements (as defined
below) and the filing of such qualifications or filings under the 1933 Act and
the regulations thereunder and all applicable state securities laws as may be
required in connection with the transactions contemplated by this Agreement. All
such qualifications and filings will, in the case of qualifications, be
effective on the Closing and will, in the case of filings, be made within the
time prescribed by law. As used herein, the "HSR Requirements" means compliance
with the filing and other requirements of the Hart-Scott-Rodino Antitrust
Improvements Acts of 1976, as amended (the "HSR Act").

     3.7  Non-Contravention. The execution, delivery and performance of this
Agreement, the Investor Rights Agreement and the Warrant by the Company, and the
consummation by the Company of the transactions contemplated hereby and thereby,
do not and will not (i) contravene or conflict with the Articles of
Incorporation or Bylaws of the Company; (ii) constitute a material violation of
any provision of any federal, state, local or foreign law binding upon or
applicable to the Company; or (iii) constitute a default or require any consent
under, give rise to any right of termination, cancellation or acceleration of,
or to a loss of any benefit to which the Company is entitled under, or result in
the creation or imposition of any lien, claim or encumbrance on any assets of
the Company under, any contract to which the Company is a party or any permit,
license or similar right relating to the Company or by which the Company may be
bound or affected in such a manner as would have Material Adverse Effect.

     3.8  Litigation. There is no action, suit, proceeding, claim, arbitration 
or investigation ("Action") pending: (a) against the Company, its activities,
properties or assets or, to the best of the Company's knowledge, against any
officer, director or employee of the Company in connection with such officer's,
director's or employee's relationship with, or actions taken on behalf of, the
Company, (b) that seeks to prevent, enjoin, alter or delay the transactions
contemplated by this Agreement, the Investor Rights Agreement or the Warrant.
There is no Action pending or, to the best of the Company's knowledge,
threatened, or any basis therefor, relating to the current or prior employment
of any of the Company's current or former employees or consultants, their use in
connection with the Company's business of any information, technology or
techniques allegedly proprietary to any of their former employers, clients or
other parties, or their obligations under any agreements with prior employers,
clients or other parties.

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The Company is not a party to or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality. No Action by the Company is currently pending nor does the
Company intend to initiate any Action which is reasonably likely to have a
Material Adverse Effect.

     3.9  Invention Assignment and Confidentiality Agreement. To the best
knowledge of the Company, each employee and consultant or independent contractor
of the Company whose duties include the development of products or Intellectual
Property (as defined below), and each former employee and consultant or
independent contractor whose duties included the development of products or
Intellectual Property, has entered into and executed an invention assignment and
confidentiality agreement in customary form or an employment or consulting
agreement containing substantially similar terms.

     3.10 Intellectual Property.

          (a) Ownership or Right to Use. The Company has sole title to and owns,
or is licensed or otherwise possesses legally enforceable rights to use, all
patents or patent applications, software, know-how, registered or unregistered
trademarks and service marks and any applications therefor, registered or
unregistered copyrights, trade names, and any applications therefor, trade
secrets or other confidential or proprietary information ("Intellectual
Property") necessary to enable the Company to carry on its business as currently
conducted, except where any deficiency therein would not have a Material Adverse
Effect. The Company represents and warrants that it will, where the Company, in
the exercise of reasonable judgment deems it appropriate, use reasonable
business efforts to seek copyright and patent registration, and other
appropriate intellectual property protection, for Intellectual Property of the
Company.

          (b) Licenses; Other Agreements. The Company is not currently subject
to any exclusive licenses (whether such exclusivity is temporary or permanent)
to any material portion of the Intellectual Property of the Company. To the best
of the Company's knowledge, there are not outstanding any licenses or agreements
of any kind relating to any Intellectual Property of the Company, except for
agreements with OEM's and other customers of the Company entered into in the
ordinary course of the Company's business. The Company is not obligated to pay
any royalties or other payments to third parties with respect to the marketing,
sale, distribution, manufacture, license or use of any Intellectual Property,
except as the Company may be so obligated in the ordinary course of its business
or as disclosed in the Company's SEC Documents (as defined below).

          (c) No Infringement. The Company has not violated or infringed and is
not currently violating or infringing, and the Company has not received any
communications alleging that the Company (or any of its employees or
consultants) has violated or infringed, any Intellectual Property of any other
person or entity, to the extent that any such violation or infringement, either
individually or together with all other such violations and infringements, would
have a Material Adverse Effect.

          (d) Employees and Consultants.  To the best of the Company's 
knowledge, no employee of or consultant to the Company is in default under any
term of any

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employment contract, agreement or arrangement relating to Intellectual Property
of the Company or any non-competition arrangement, other contract, or any
restrictive covenant relating to the Intellectual Property of the Company. The
Intellectual Property of the Company (other than any Intellectual Property duly
acquired or licensed from third parties) was developed entirely by the employees
of or consultants to the Company during the time they were employed or retained
by the Company, and to the best knowledge of the Company, at no time during
conception or reduction to practice of such Intellectual Property of the Company
were any such employees or consultants operating under any grant from a
government entity or agency or subject to any employment agreement or invention
assignment or non-disclosure agreement or any other obligation with a third
party that would materially and adversely affect the Company's rights in the
Intellectual Property of the Company. Such Intellectual Property of the Company
does not, to the best knowledge of the Company, include any invention or other
intellectual property of such employees or consultants made prior to the time
such employees or consultants were employed or retained by the Company nor any
intellectual property of any previous employer of such employees or consultants
nor the intellectual property of any other person or entity.

     3.11 Compliance with Law and Charter Documents. The Company is not in
violation or default of any provisions of its Certificate of Incorporation or
Bylaws, both as amended, and except for any violations that would not, either
individually or in the aggregate, have a Material Adverse Effect. The Company
has complied and is in compliance with all applicable statutes, laws, and
regulations and executive orders of the United States of America and all states,
foreign countries and other governmental bodies and agencies having jurisdiction
over the Company's business or properties.

     3.12 Registration Rights. Except as provided in the Investor Rights
Agreement effective upon the Closing, the Company is not currently subject to
any grant or agreement to grant to any person or entity any rights (including
piggyback registration rights) to have any securities of the Company registered
with the United States Securities and Exchange Commission ("SEC") or any other
governmental authority.

     3.13 Title to Property and Assets. The properties and assets of the Company
are owned by the Company free and clear of all mortgages, deeds of trust, liens,
charges, encumbrances and security interests except for statutory liens for the
payment of current taxes that are not yet delinquent and liens, encumbrances and
security interests that arise in the ordinary course of business and do not
affect material properties and assets of the Company. With respect to the
property and assets it leases, the Company is in compliance with such leases in
all material respects.

     3.14 SEC Documents.

          (a) The Company has furnished to the Investor prior to the date hereof
copies of its Annual Report on Form 10-K for the fiscal year ended September 30,
1996 ("Form 10-K"), and all other registration statements, reports and proxy
statements filed by the Company with the Securities and Exchange Commission
("Commission") on or after September 30, 1996 (the Form 10-K and such
registration statements, reports and proxy statements, are collectively referred
to herein as the "SEC Documents"). Each of the SEC Documents, as of the

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respective date thereof, did not, and each of the registration statements,
reports and proxy statements filed by the Company with the Commission after the
date hereof and prior to the Closing will not, as of the date thereof, contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading, except as may have
been corrected in a subsequent SEC Document. The Company is not a party to any
material contract, agreement or other arrangement which was required to have
been filed as an exhibit to the SEC Documents that is not so filed.

          (b) The Company has provided the Investor with its audited financial
statements (the "Audited Financial Statements") for the fiscal year ended
September 30, 1996 (the "Balance Sheet Date"). Since September 30, 1996, the
Company has duly filed with the Commission all registration statements, reports
and proxy statements required to be filed by it under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the 1933 Act. The audited and
unaudited consolidated financial statements of the Company included in the SEC
Documents filed prior to the date hereof fairly present, in conformity with
generally accepted accounting principles ("GAAP") (except as permitted by Form
10-Q) applied on a consistent basis (except as may be indicated in the notes
thereto), the consolidated financial position of the Company and its
consolidated subsidiaries as at the date thereof and the consolidated results of
their operations and cash flows for the periods then ended (subject to normal
year and audit adjustments in the case of unaudited interim financial
statements).

          (c) Except as and to the extent reflected or reserved against in the
Company's Audited Financial Statements (including the notes thereto), the
Company has no material liabilities (whether accrued or unaccrued, liquidated or
unliquidated, secured or unsecured, joint or several, due or to become due,
vested or unvested, executory, determined or determinable) other than: (i)
liabilities incurred in the ordinary course of business since the Balance Sheet
Date that are consistent with the Company's past practices, (ii) liabilities
with respect to agreements to which the Investor is a party, and (iii) other
Liabilities that either individually or in the aggregate, would not result in a
Material Adverse Effect.

     3.15 Absence of Certain Changes Since Balance Sheet Date. Since the Balance
Sheet Date, the business and operations of the Company have been conducted in
the ordinary course consistent with past practice, and there has not been:

          (a) any declaration, setting aside or payment of any dividend or other
distribution of the assets of the Company with respect to any shares of capital
stock of the Company, or any repurchase, redemption or other acquisition by the
Company or any subsidiary of the Company of any outstanding shares of the
Company's capital stock;

          (b) any damage, destruction or loss, whether or not covered by
insurance, except for such occurrences that have not resulted, and are not
expected to result, in a Material Adverse Effect;

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          (c) any waiver by the Company of a valuable right or of a material
debt owed to it, except for such waivers that have not resulted, and are not
expected to result, in a Material Adverse Effect;

          (d) any material change or amendment to, or any waiver of any material
rights under, a material contract or arrangement by which the Company or any of
its assets or properties is bound or subject, except for changes, amendments, or
waivers that are expressly provided for or disclosed in this Agreement or that
have not resulted, and are not expected to result, in a Material Adverse Effect;

          (e) any change by the Company in its accounting principles, methods or
practices or in the manner it keeps its accounting books and records, except any
such change required by a change in GAAP; and

          (f) any other event or condition of any character, except for such
events and conditions that have not resulted, and are not expected to result, in
a Material Adverse Effect.

     3.16 Employee Benefits.

          (a) As used in this Section 3.16, the following terms have the
following meanings: (1) "Benefit Arrangement" means any material benefit
arrangement that is not an Employee Benefit Plan, including (i) each material
employment or consulting agreement, (ii) each material arrangement providing for
insurance coverage or workers' compensation benefits, (iii) each material bonus
or deferred bonus arrangement, (iv) each material arrangement providing any
termination allowance, severance or similar benefits, (v) each equity
compensation plan, (vi) each deferred compensation plan and (vii) each material
compensation policy and practice maintained by the Company covering the
employees, former employees, officers, former officers, directors and former
directors of the Company, and the beneficiaries of any of them; (2) "Benefit
Plan" means an Employee Benefit Plan or Benefit Arrangement; (3)"COBRA" means
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, as set
forth in Section 4980B of the Code and Part 6 of Title I of ERISA; (4) "Employee
Benefit Plan" means any employee benefit plan, as defined in Section 3(3) of
ERISA, that is sponsored or contributed to by the Company or any ERISA Affiliate
covering employees or former employees of the Company; (5) "Employee Pension
Benefit Plan" means any employee pension benefit plan, as defined in Section
3(2) of ERISA that is regulated under Title IV of ERISA, other than a
Multiemployer Plan; (6) "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended; (7) "ERISA Affiliate" of the Company means any other
person or entity that, together with the Company as of the relevant measuring
date under ERISA, was or is required to be treated as a single employer under
Section 414 of the Code; (8)"Group Health Plan" means any group health plan, as
defined in Section 5000(b)(l) of the Code; (9) "Multiemployer Plan" means a
multiemployer plan, as defined in Section 3(37) and 4001(a)(3) of ERISA; and
(10) "Prohibited Transaction" means a transaction that is prohibited under
Section 4975 of the Code or Section 406 of ERISA and not exempt under Section
4975 of the Code or Section 408 of ERISA, respectively.

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          (b) Neither the Company nor any of its ERISA Affiliates sponsors or
has sponsored, maintained, contributed to, or incurred an obligation to
contribute to, any Employee Pension Benefit Plan (whether or not terminated).
Neither the Company nor any of its ERISA Affiliates sponsors or has sponsored,
maintained, contributed to, or incurred an obligation to contribute to, any
Multiemployer Plan (whether or not terminated).

          (c) No Employee Benefit Plan has participated in, engaged in or been a
party to any Prohibited Transaction, and neither the Company nor any of its
ERISA Affiliates has had asserted against it any claim for any material tax or
material penalty imposed under ERISA or the Code with respect to any Employee
Benefit Plan nor, to the best of the Company's knowledge, is there a basis for
any such claim. To the best knowledge of the Company, no officer, director or
employee of the Company has committed a material breach of any responsibility or
obligation imposed upon fiduciaries by Title I of ERISA with respect to any
Employee Benefit Plan, with respect to which breach the Company is directly or
indirectly liable.

          (d) Other than routine claims for benefits, there is no material claim
pending involving any Benefit Plan by any Person against such plan or the
Company or any ERISA Affiliate, nor, to the best of the Company's knowledge, is
any such material claim threatened. There is no pending, or to the best of the
Company's knowledge, threatened Proceeding involving any Employee Benefit Plan
before the IRS, the United States Department of Labor or any other governmental
authority.

          (e) No material violation of any reporting or disclosure requirement
imposed by ERISA or the Code exists with respect to any Employee Benefit Plan.

          (f) Each Benefit Plan has been maintained in all material respects, by
its terms and in operation, in accordance with ERISA (if applicable), the Code
and all other applicable federal, state, local and foreign laws. The Company and
its ERISA Affiliates have made full and timely payment of all amounts required
to be (i) contributed under the terms of each Benefit Plan and such laws, or
(ii) required to be paid as expenses under such Benefit Plan. Each Employee
Benefit Plan that is intended to be qualified under Section 401(a) of the Code
either has received a favorable determination letter with respect to such
qualified status from the IRS or has filed a request for such a determination
letter with the IRS within the remedial amendment period such that such
determination of qualified status will apply from and after the effective date
of any such Employee Benefit Plan.

          (g) With respect to any Group Health Plans maintained by the Company
or its ERISA Affiliates, whether or not for the benefit of the Company's
employees, the Company and its ERISA Affiliates have complied in all material
respects with the provisions of COBRA.

          (h) Except pursuant to the provisions of COBRA, neither the Company
nor any ERISA Affiliate maintains any Employee Benefit Plan that provides
benefits described in Section 3(1) of ERISA for any former employees or
retirees, or the beneficiaries of any of them, of the Company or its ERISA
Affiliates.

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     3.17 Tax Matters.

          (a) All deficiencies asserted or assessments made as a result of any
examinations by the Internal Revenue Service or any state, local or foreign
taxing authority have been fully paid, or are fully reflected as a liability in
the Audited Financial Statements. The Company has filed on a timely basis all
Tax Returns required to have been filed by it and has paid on a timely basis all
Taxes required to be shown thereon as due. All such Tax Returns are true,
complete and correct in all material respects. The provisions for taxes in the
Audited Financial Statements have been determined in accordance with GAAP. No
liability for Taxes has been incurred by the Company since the Balance Sheet
Date other than in the ordinary course of its business. No director, officer or
employee of the Company having responsibility for Tax matters has reason to
believe that any Taxing authority has valid grounds to claim or assess any
additional Tax with respect to the Company in excess of the amounts shown in the
Audited Financial Statements for the periods covered thereby. As used in this
Agreement, (l) "Taxes" means (x) all federal, state, local and other net income,
gross income, gross receipts, sales use, ad valorem, value added, intangible,
unitary, capital gain, transfer, franchise, profits, license, lease, service,
service use, withholding, backup withholding, payroll, employment, estimated,
excise, severance, stamp, occupation, premium, property, prohibited
transactions, windfall or excess profits, customs, duties or other taxes, fees,
assessments or charges of any kind whatsoever, together with any interest and
any penalties, additions to tax or additional amounts with respect thereto, (y)
any liability for payment of amounts described in clause (x) whether as a result
of transferee liability, of being a member of an affiliated, consolidated,
combined or unitary group for any period, or otherwise through operation of law
and (z) any liability for the payment of amounts described in clauses (x) or (y)
as a result of any tax sharing, tax indemnity or tax allocation agreement or any
other express or implied agreement to indemnify any other person for Taxes; and
the term "Tax" means any one of the foregoing Taxes; and (2) "Tax Returns" means
all returns, reports, forms or other information required to be filed with
respect to any Tax.

          (b) With respect to all amounts in respect of Taxes imposed upon the
Company, or for which the Company is or could be liable, whether to taxing
authorities (as, for example, under law) or to other persons or entities (as,
for example, under tax allocation agreements), and with respect to all taxable
periods or portions of periods ending on or before the Closing Date, all
applicable Tax laws and agreements have been fully complied with, and all such
amounts required to be paid by the Company to taxing authorities or others have
been paid.

          (c) The Company has not received notice that the Internal Revenue
Service or any other taxing authority has asserted against the Company any
deficiency or claim for additional Taxes in connection with any Tax Return, and
no issues have been raised (and are currently pending) by any taxing authority
in connection with any Tax Return. The Company has not received notice that it
is or may be subject to Tax in a jurisdiction in which it has not filed or does
not currently file Tax Returns.

     3.18 Labor Agreements and Actions.

          (a) No collective bargaining agreement exists that is binding on the
Company, and no petition has been filed or proceedings instituted by an employee
or group of

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employees with any labor relations board seeking recognition of a bargaining
representative. To the best of the Company's knowledge, no organizational effort
is currently being made or threatened by or on behalf of any labor union to
organize any employees of the Company.

          (b) There is no labor strike, dispute, slow down or stoppage pending
or threatened against or directly affecting the Company. No grievance or
arbitration proceeding arising out of or under any collective bargaining
agreement is pending, and no claims therefor exist. The Company has not received
any notice, and has no knowledge of any threatened labor or civil rights
dispute, controversy or grievance or any other unfair labor practice proceeding
or breach of contact claim or action with respect to claims of, or obligations
to, any employee or group of employees of the Company.

          (c) All individuals who are performing or have performed services for
the Company and are or were classified by the Company as "independent
contractors" qualify for such classification under Section 530 of the Revenue
Act of 1978 or Section 1706 of the Tax Reform Act of 1986, as applicable, except
for such instances which would not, in the aggregate, have a Material Adverse
Effect.

     3.19 Real Property Holding Corporation Status. Since its inception the
Company has not been a "United States real property holding corporation", as
defined in Section 897(c)(2) of the U.S. Internal Revenue Code of 1986, as
amended, and in Section 1.897- 2(b) of the Treasury Regulations issued
thereunder (the "Regulations"), and the Company has filed with the Internal
Revenue Service all statements, if any, with its United States income tax
returns which are required under Section 1.897-2(h) of the Regulations.

     3.20 Full Disclosure. The information contained in this Agreement and the
Disclosure Letter with respect to the business, operations, assets, results of
operations and financial condition of the Company, and the transactions
contemplated by this Agreement, the Investor Rights Agreement and the Warrant,
are true and complete in all material respects and do not omit to state any
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

4.    REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE INVESTOR.   The
Investor hereby represents and warrants to the Company, and agrees that:

     4.l  Authorization. This Agreement and the Investor Rights Agreement have
been duly authorized by all necessary corporate action on the part of the
Investor. This Agreement and the Investor Rights Agreement constitute the
Investor's valid and legally binding obligations, enforceable in accordance with
their respective terms, except as may be limited by (a) applicable bankruptcy,
insolvency, reorganization or other laws of general application relating to or
affecting the enforcement of creditors' rights generally and (b) the effect of
rules of law governing the availability of equitable remedies. The Investor has
full corporate power and authority to enter into this Agreement and the Investor
Rights Agreement

                                       11
<PAGE>   12

     4.2  Purchase for Own Account. The Purchased Shares and the Warrant are
being acquired for investment for the Investors own account, not as a nominee or
agent, and not with a view to the public resale or distribution thereof within
the meaning of the 1933 Act, and the Investor has no present intention of
selling, granting any participation in, or otherwise distributing the same. The
Investor also represents that it has not been formed for the specific purpose of
acquiring the Purchased Shares and the Warrant.

     4.3  Disclosure of Information. The Investor has received or has had full
access to all the information it considers necessary or appropriate to make an
informed investment decision with respect to the Purchased Shares and the
Warrant to be purchased by the Investor under this Agreement. The Investor
further has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Purchased
Shares, the Warrant and the Warrant Shares and to obtain additional information
(to the extent the Company possessed such information or could acquire it
without unreasonable effort or expense) necessary to verify any information
furnished to the investor or to which the Investor had access. The foregoing,
however, does not in any way limit or modify the representations and warranties
made by the Company in Article 3.

     4.4  Investment Experience. The Investor understands that the purchase of
the Purchased Shares and the Warrant involves substantial risk. The Investor:
(a) has experience as an investor in securities of companies and acknowledges
that it is able to fend for itself, can bear the economic risk of its investment
in the Purchased Shares and the Warrant and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and
risks of this investment in the Purchased Shares and the Warrant and protecting
its own interests in connection with this investment and/or (b) has a
preexisting personal or business relationship with the Company and certain of
its officers, directors or controlling persons of a nature and duration that
enables the Investor to be aware of the character, business acumen and financial
circumstances of such persons.

     4.5  Accredited Investor Status. The Investor is an "accredited investor"  
within the meaning of Regulation D promulgated under the 1933 Act.

     4.6  Restricted Securities. The Investor understands that the Purchased
Shares and the Warrant to be purchased by the Investor hereunder, and any
Warrant Shares to be purchased by the Investor upon exercise of the Warrant, are
characterized as "restricted securities" under the 1933 Act inasmuch as they are
being acquired from the Company in a transaction not involving a public offering
and that under the 1933 Act and applicable regulations thereunder such
securities may be resold without registration under the 1933 Act only in certain
limited circumstances. The Investor is familiar with Rule 144 of the SEC, as
presently in effect, and understands the resale limitations imposed thereby and
by the 1933 Act. The Investor understands that the Company is under no
obligation to register any of the securities sold hereunder except as provided
in the Investor Rights Agreement.

     4.7  Further Limitations on Disposition. Without in any way limiting the
representations set forth above, the Investor further agrees not to make any
disposition of all or any portion of the Purchased Shares, the Warrant or the
Warrant Shares unless and until:

                                       12

<PAGE>   13

          (a) there is then in effect a registration statement under the 1933
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

          (b) the Investor has notified the Company of the proposed disposition
and has furnished the Company with a statement of the circumstances surrounding
the proposed disposition, and the Investor has furnished the Company, at the
expense of the Investor or its transferee, with an opinion of counsel,
reasonably satisfactory to the Company, that such disposition will not require
registration of such securities under the 1933 Act.

Notwithstanding the provisions of paragraphs (a) and (b) of this Section 4.7, no
such registration statement or opinion of counsel will be required for any
transfer of any Purchased Shares, the Warrant, or any Warrant Shares in
compliance with SEC Rule 144, Rule 144A or Rule 145(d), or if such transfer
otherwise is exempt, in the view of the Company's legal counsel, from the
registration requirements of the 1933 Act.

     4.8  Legends. Certificates evidencing the Purchased Shares and the Warrant
Shares will bear each of the legends set forth below and the Warrant will bear
the legends set forth in (a) and (c) below:

          (a) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS
OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.

          (b) THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS SPECIFIED IN A CERTAIN INVESTOR RIGHTS AGREEMENT BETWEEN THE
COMPANY AND THE ORIGINAL HOLDER OF SUCH SHARES DATED AS OF JANUARY 13, 1997, A
COPY OF WHICH IS AVAILABLE FOR EXAMINATION AT THE ISSUER'S PRINCIPAL OFFICE.

          (c) Any Legends required by any applicable state securities laws.

The Legend set forth in Section 4.8(a) hereof will be removed by the Company
from any certificate evidencing Purchased Shares or the Warrant Shares upon
delivery to the Company of an opinion by counsel, reasonably satisfactory to the
Company, that a registration statement under the 1933 Act is at that time in
effect with respect to the legended security or that such security

                                       13
<PAGE>   14

can be freely transferred in a public sale without such a registration statement
being in effect and that such transfer will not jeopardize the exemption or
exemptions from registration pursuant to which the Company issued the Purchased
Shares, the Warrant or the Warrant Shares.

5.    CONDITIONS TO THE INVESTOR'S OBLIGATIONS AT  CLOSING. The obligations of  
the Investor under Sections l and 2 of this Agreement are subject to the
fulfillment or waiver, on or before the Closing (defined in Section 2.l), of
each of the following conditions:

     5.1  Representations and Warranties True. Each of the representations and
warranties of the Company contained in Section 3 will be true and correct on and
as of the date hereof and on and as of the date of the Closing, except as set
forth in the Disclosure Letter, as amended through the Closing, with the same
effect as though such representations and warranties had been made as of the
Closing.

     5.2  Performance. The Company will have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing and
will have obtained all approvals, consents and qualifications necessary to
complete the purchase and sale described herein.

     5.3  Compliance with HSR Requirements.  The HSR Requirements shall have 
been complied with.

     5.4  Compliance Certificate. The Company will have delivered to the 
Investor at the Closing a certificate signed on its behalf by its Chief
Executive Officer or Chief Financial Officer certifying that the conditions
specified in Sections 5.1 and 5.2 hereof have been fulfilled.

     5.5  Securities Exemptions. The offer and sale of the Purchased Shares and
the Warrant to the Investor pursuant to this Agreement will be exempt from the
registration requirements of the 1933 Act and the registration and/or
qualification requirements of all applicable state securities laws.

     5.6  Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto will be reasonably satisfactory in form and substance to the
Investor, and the Investor will have received all such counterpart originals and
certified or other copies of such documents as it may reasonably request. Such
documents shall include (but not be limited to) the following:

          (a) Certified Charter Documents. A copy of (i) the Articles of
Incorporation certified as of a recent date by the Secretary of State of
California as a complete and correct copy thereof, and (ii) the Bylaws of the
Company (as amended through the date of the Closing) certified by the Secretary
of the Company as true and correct copies thereof as of the Closing.

          (b) Board Resolutions. A copy, certified by the Secretary of the
Company, of the resolutions of the Board of Directors of the Company providing
for the approval of this Agreement and the Investor Rights Agreement and the
issuance of the Purchased Shares and the Warrant and the other matters
contemplated hereby.

                                       14
<PAGE>   15

     5.7  Opinion of Company Counsel. The Investor will have received an opinion
on behalf of the Company, dated as of the date of the Closing, from Wilson,
Sonsini, Goodrich & Rosati, in form and substance reasonably satisfactory to the
Investor.

     5.8  Warrant and Investor Rights Agreement. The Company will have issued 
the Warrant and will have executed and delivered the Investor Rights Agreement
substantially in the form attached to this Agreement as Exhibit B (the "Investor
Rights Agreement").

     5.9  No Material Adverse Effect.  Between the date hereof and the Closing, 
there shall not have occurred any Material Adverse Effect.

6.    CONDITIONS  TO THE COMPANY'S OBLIGATIONS AT CLOSING.  The obligations of 
the Company to the Investor under this Agreement are subject to the fulfillment
or waiver on or before the Closing (defined in Section 2.1), of each of the
following conditions:

     6.1  Representations and Warranties True. The representations and 
warranties of the Investor contained in Section 4 will be true and correct on
and as of the date hereof and on and as of the date of the Closing with the same
effect as though such representations and warranties had been made as of the
Closing.

     6.2  Payment of Purchase Price. The Investor will have delivered to the 
Company the full purchase price of the Purchased Shares as specified in Section
1.2.

     6.3  Compliance with HSR Requirements. The HSR Requirements shall have been
complied with.

     6.4  Securities Exemptions. The offer and sale of the Purchased Shares and
the Warrant to the Investor pursuant to this Agreement will be exempt from the
registration requirements of the 1933 Act and the registration and/or
qualification requirements of all applicable state securities laws.

     6.5  Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated at the Closing and all documents
incident thereto will be reasonably satisfactory in form and substance to the
Company and to the Company's legal counsel, and the Company will have received
all such counterpart originals and certified or other copies of such documents
as it may reasonably request.

     6.6  Investor Rights Agreement.  The Investor will have executed and 
delivered the Investor Rights Agreement.

     6.7  Opinion of Investor Counsel. The Company will have received an opinion
on behalf of the Investor, dated as of the date of the Closing, from Gibson,
Dunn & Crutcher, LLP and/or Intel Corporation in house counsel, in form and
substance reasonably satisfactory to the Company.


                                       15
<PAGE>   16

7.   INDEMNIFICATION.

     7.1  Agreement to Indemnify.

          (a) Company Indemnity. The Investor, its Affiliates and Associates,
and each officer, director, shareholder, employer, representative and agent of
any of the foregoing (collectively, the "Investor Indemnitees") shall each be
indemnified and held harmless to the extent set forth in this Section 7 by the
Company with respect to any and all Damages (as defined below) incurred by any
Investor Indemnitee as a proximate result of any inaccuracy or misrepresentation
in, or breach of, any representation, warranty, covenant or agreement made by
the Company in this Agreement, the Investor Rights Agreement or the Warrant
(including any Exhibits and Schedules hereto).

          (b) Investor Indemnity. The Company, its respective Affiliates and
Associates, and each officer, director, shareholder, employer, representative
and agent of any of the foregoing (collectively, the "Company Indemnitees")
shall each be indemnified and held harmless to the extent set forth in this
Section 7, by the Investor, in respect of any and all Damages incurred by any
Company Indemnitee as a result of any inaccuracy or misrepresentation in, or
breach of, any representation, warranty, covenant or agreement made by the
Investor in this Agreement or the Investor Rights Agreement.

          (c) Equitable Relief. Nothing set forth in this Section 7 shall be
deemed to prohibit or limit any Investor Indemnitee's or Company Indemnitee's
right at any time before, on or after the Closing Date, to seek injunctive or
other equitable relief for the failure of any Indemnifying Party to perform or
comply with any covenant or agreement contained herein.

     7.2  Survival. All representations and warranties of the Investor and the
Company contained herein or in the Investor Rights Agreement or the Warrant, and
all claims of any Investor Indemnitee or Company Indemnitee in respect of any
inaccuracy or misrepresentation in or breach thereof, shall survive the Closing
until the later of (i) the date of termination of the Right of Participation
under the Investor Rights Agreement, and (ii) the third anniversary of the date
of this Agreement, regardless of whether the applicable statute of limitations,
including extensions thereof, may expire (except to the extent any such covenant
or agreement shall expire by its terms). All covenants and agreements of the
Investor and the Company contained herein or in the Investor Rights Agreement or
the Warrant shall survive the Closing in perpetuity (except to the extent any
such covenant or agreement shall expire by its terms). All claims of any
Investor Indemnitee or Company Indemnitee in respect of any breach of such
covenants or agreements shall survive the Closing until the expiration of two
years following the non-breaching party's obtaining actual knowledge of such
breach.

     7.3  Claims for Indemnification. If any Investor Indemnitee or Company
Indemnitee (an "Indemnitee") shall believe that such Indemnitee is entitled to
indemnification pursuant to this Section 7 in respect of any Damages, such
Indemnitee shall give the appropriate Indemnifying Party (which for purposes
hereof, in the case of an Investor Indemnitee, means the Company, and in the
case of a Company Indemnitee, means the Investor) prompt written notice thereof.
Any such notice shall set forth in reasonable detail and to the extent then
known the basis

                                       16
<PAGE>   17

for such claim for indemnification. The failure of such Indemnitee to give
notice of any claim for indemnification promptly shall not adversely affect such
Indemnitee's right to indemnity hereunder except to the extent that such failure
adversely affects the right of the Indemnifying Party to assert any reasonable
defense to such claim. Each such claim for indemnity shall expressly state that
the Indemnifying Party shall have only the twenty (20) business day period
referred to in the next sentence to dispute or deny such claim. The Indemnifying
Party shall have twenty (20) business days following its receipt of such notice
either (a) to acquiesce in such claim by giving such Indemnitee written notice
of such acquiescence or (b) to object to the claim by giving such Indemnitee
written notice of the objection. If Indemnifying Party does not object thereto
within such twenty (20) business day period, such Indemnitee shall be entitled
to be indemnified for all Damages reasonably and proximately incurred by such
Indemnitee in respect of such claim. If the Indemnifying Party objects to such
claim in a timely manner, the senior management of the Company and the Investor
shall meet to attempt to resolve such dispute. If the dispute cannot be resolved
by the senior management either party may make a written demand for formal
dispute resolution and specify therein the scope of the dispute. Within thirty
days after such written notification, the parties agree to meet for one day with
an impartial mediator and consider dispute resolution alternatives other than
litigation. If an alternative method of dispute resolution is not agreed upon
within thirty days after the one day mediation, either party may begin
litigation proceedings. Nothing in this section shall be deemed to require
arbitration.

     7.4  Defense of Claims. In connection with any claim that may give rise to
indemnity under this Section 7 resulting from or arising out of any claim or
Proceeding against an Indemnitee by a person or entity that is not a party
hereto, the Indemnifying Party may but shall not be obligated to (unless such
Indemnitee elects not to seek indemnity hereunder for such claim), upon written
notice to the relevant Indemnitee, assume the defense of any such claim or
proceeding if the Indemnifying Party with respect to such claim or Proceeding
acknowledges to the Indemnitee the Indemnitee's right to indemnity pursuant
hereto to the extent provided herein (as such claim may have been modified
through written agreement of the parties or arbitration hereunder) and provides
assurances, satisfactory to such Indemnitee, that the Indemnifying Party will be
financially able to satisfy such claim to the extent provided herein if such
claim or Proceeding is decided adversely; provided, however, that nothing set
forth herein shall be deemed to require the Indemnifying Party to waive any
crossclaims or counterclaims the Indemnifying Party may have against the
Indemnified Party for damages. The Indemnified Party shall be entitled to retain
separate counsel, reasonably acceptable to the Indemnifying Party, if the
Indemnified Counsel shall determine, upon the written advice of counsel, that an
actual or potential conflict of interest exists between the Indemnifying Party
and the Indemnified Party in connection with such Proceeding. The Indemnifying
Party shall be obligated to pay the reasonable fees and expenses of such
separate counsel to the extent the Indemnified Party is entitled to
indemnification by the Indemnifying Party with respect to such claim or
Proceeding under this Section 7.4. If the Indemnifying Party assumes the defense
of any such claim or Proceeding, the Indemnifying Party shall select counsel
reasonably acceptable to such Indemnitee to conduct the defense of such claim or
Proceeding, shall take all steps necessary in the defense or settlement thereof
and shall at all times diligently and promptly pursue the resolution thereof. If
the Indemnifying Party shall have assumed the defense of any claim or Proceeding
in accordance with this Section 7.4, the Indemnifying Party shall be authorized
to consent to a settlement of, or


                                       17
<PAGE>   18

the entry of any judgment arising from, any such claim or Proceeding, with the
prior written consent of such Indemnitee, not to be unreasonably withheld;
provided, however, that the Indemnifying Party shall pay or cause to be paid all
amounts arising out of such settlement or judgment concurrently with the
effectiveness thereof; provided, further, that the Indemnifying Party shall not
be authorized to encumber any of the assets of any Indemnitee or to agree to any
restriction that would apply to any Indemnitee or to its conduct of business;
and provided, further, that a condition to any such settlement shall be a
complete release of such Indemnitee and its Affiliates, directors, officers,
employees and agents with respect to such claim, including any reasonably
foreseeable collateral consequences thereof. Such Indemnitee shall be entitled
to participate in (but not control) the defense of any such action, with its own
counsel and at its own expense. Each Indemnitee shall, and shall cause each of
its Affiliates, directors, officers, employees and agents to, cooperate fully
with the Indemnifying Party in the defense of any claim or Proceeding being
defended by the Indemnifying Party pursuant to this Section 7.4. If the
Indemnifying Party does not assume the defense of any claim or Proceeding
resulting therefrom in accordance with the terms of this Section 7.4, such
Indemnitee may defend against such claim or Proceeding in such manner as it may
deem appropriate, including settling such claim or proceeding after giving
notice of the same to the Indemnifying Party, on such terms as such Indemnitee
may deem appropriate. If any Indemnifying Party seeks to question the manner in
which such Indemnitee defended such claim or Proceeding or the amount of or
nature of any such settlement, such Indemnifying Party shall have the burden to
prove by a preponderance of the evidence that such Indemnitee did not defend
such claim or Proceeding in a reasonably prudent manner.

     7.5  Certain Definitions. As used in this Section 7, (a) "Affiliate" means,
with respect to any person or entity, any person or entity directly or
indirectly controlling, controlled by or under direct or indirect common control
with such other person or entity; (b) "Associate" means, when used to indicate a
relationship with any person or entity, (l) any other person or entity of which
such first person or entity is an officer, director or partner or is, directly
or indirectly, the beneficial owner of ten percent (10%) or more of any class of
equity securities, membership interests or other comparable ownership interests
issued by such other person or entity, (2) any trust or other estate in which
such first person or entity has a ten percent (10%) or more beneficial interest
or as to which such first person or entity serves as trustee or in a similar
fiduciary capacity, and (3) any relative or spouse of such first person or
entity who has the same home as such first person or entity or who is a director
or officer of such first person or entity; (c) "Damages" means all demands,
claims, actions or causes of action, assessments, losses, damages, costs,
expenses, liabilities, judgments, awards, fines, response costs, sanctions,
taxes, penalties, charges and amounts paid in settlement, including (1) interest
on cash disbursements in respect of any of the foregoing at the prime rate of
Bank of America, NT & SA, as in effect from time to time, compounded quarterly,
from the date each such cash disbursement is made until the date the party
incurring such cash disbursement shall have been indemnified in respect thereof,
and (2) reasonable out-of-pocket costs, fees and expenses (including reasonable
costs, fees and expenses of attorneys, accountants and other agents of, or other
parties retained by, such party), and (d) "Proceeding" means any action, suit,
hearing, arbitration, audit, proceeding (public or private) or investigation
that is brought or initiated by or against any federal, state, local or foreign
governmental authority or any other person or entity.

                                       18
<PAGE>   19

     8.1  Successors and Assigns. The terms and conditions of this Agreement 
will inure to the benefit of and be binding upon the respective successors and
assigns of the parties.

     8.2  Governing Law. This Agreement will be governed by and construed under
the internal laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California, without reference to principles of conflict of laws or choice of
laws.

     8.3  Counterparts. This Agreement may be executed in two or more 
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

     8.4  Headings. The headings and captions used in this Agreement are used 
for convenience only and are not to be considered in construing or interpreting
this Agreement. All references in this Agreement to sections, paragraphs,
exhibits and schedules will, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits and schedules attached hereto, all of which
exhibits and schedules are incorporated herein by this reference.

     8.5  Notices. Any notice required or permitted under this Agreement will be
given in writing, shall be effective when received, and shall in any event be
deemed received and effectively given upon personal delivery to the party to be
notified or three (3) business days after deposit with the United States Post
Office, by registered or certified mail, postage prepaid, or one (1) business
day after deposit with a nationally recognized courier service such as Fedex for
next business day delivery, or one (1) business day after facsimile with copy
delivered by registered or certified mail, postage prepaid and addressed to the
party to be notified at the address indicated for such party on the signature
page hereof or at such other address as the Investor or the Company may
designate by giving at least ten (10) days advance written notice pursuant to
this Section 8.5.

     8.6  No Finder's Fees. Each party represents that it neither is nor will be
obligated for any finder's or broker's fee or commission in connection with this
transaction other than the fees of Goldman Sachs & Co. to be paid by the
Company. The Investor will indemnify and hold harmless the Company from any
liability for any commission or compensation in the nature of a finders' or
broker's fee for which the Investor or any of its officers, partners, employees
or consultants, or representatives is responsible. The Company will indemnify
and hold harmless the Investor from any liability for any commission or
compensation in the nature of a finder's or broker's fee for which the Company
or any of its officers, employees or consultants or representatives is
responsible.

     8.7  Amendments and Waivers.  This Agreement may be amended and the 
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of Purchased Shares and/or
Warrant Shares representing at least a majority of the total aggregate number of
Purchased Shares and Warrant Shares then outstanding (excluding any of such
shares that have been sold to the public pursuant to SEC Rule 144 or otherwise).
Any


                                       19
<PAGE>   20

amendment or waiver effected in accordance with this Section 8.7 will be binding
upon the Investor, the Company and their respective successors and assigns.

     8.8  Severability. If any provision of this Agreement is held to be
unenforceable under applicable law, such provision will be excluded from this
Agreement and the balance of the Agreement will be interpreted as if such
provision were so excluded and will be enforceable in accordance with its terms.

     8.9  Entire Agreement. This Agreement, together with all Exhibits and
schedules hereto, constitutes the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, correspondence, agreements, understandings duties or
obligations between the parties with respect to the subject matter hereof.

     8.10 Further Assurances. From and after the date of this Agreement upon the
request of the Investor or the Company, the Company and the Investor will
execute and deliver such instruments, documents or other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.

     8.11 Meaning of Include and Including. Whenever in this Agreement the word
"include" or "including" is used, it shall be deemed to mean "include, without
limitation" or "including, without limitation," as the case may be, and the
language following "include" or "including" shall not be deemed to set forth an
exhaustive list.

     8.12 Fees, Costs and Expenses. All fees, costs and expenses (including
attorneys' fees and expenses) incurred by either party hereto in connection with
the preparation, negotiation and execution of this Agreement, the Investor
Rights Agreement and the Warrant and the consummation of the transactions
contemplated hereby and thereby, shall be the sole and exclusive responsibility
of such party.

[The remainder of this page is intentionally left blank.]

                                       20
<PAGE>   21

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

<TABLE>
<S>                                 <C>
XIRCOM, INC.                        INTEL CORPORATION

By:  /s/Dirk I. Gates               By:  /s/Arvind Sodhani

Name:  Dirk I. Gates                Name:  Arvind Sodhani

Title:    Chairman, President       Title:    Vice President and
          and Chief Executive                 Treasurer
          Officer

Date Signed: January 13, 1997       Date Signed: January 13, 1997

Address:  2300 Corporate            Address:  2200 Mission
          Center Drive                        College Boulevard
          Thousand Oaks,                      Santa Clara,
          California 91320                    California 95052

Telephone No: (805)376-9300         Telephone No: (408)765-1240

Facsimile No: (805)376-9120         Facsimile No: (408)765-1611

 [Signature Page to Common Stock and Warrant Purchase Agreement]
</TABLE>


                                       21
<PAGE>   22

           COMMON STOCK AND WARRANT PURCHASE AGREEMENT

                        LIST OF EXHIBITS

Exhibit A -    Form of Warrant

Exhibit B -    Form of Investor Rights Agreement