<PAGE>
                                                                   EXHIBIT 10.14


NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT
REQUEST.

                               PURCHASE AGREEMENT

      THIS PURCHASE AGREEMENT (this "Agreement") is made this 26th day of
December 2001 by and between Directed Electronics, Inc., a California
Corporation located at One Viper Way, Vista, California ("DIRECTED") and Nutek
Corporation, a Taiwan Corporation located at 5F, No. 3 Alley 6, Lane 45,
Pao-Hsing Road, Hsing-Tien City, Taipei, Taiwan ("SUPPLIER").

1.    DEFINITIONS

      The following terms shall have the following meanings under this
Agreement:

      1.1 "Documentation" means schematics, designs, drawings, manuals
(including without limitation installation manuals, owner's manuals and service
manuals), models, photographs, plans, renderings, samples, schematics, sketches,
specifications and any other written and tangible materials provided by DIRECTED
or developed by SUPPLIER in connection with this Agreement.

      1.2 "Products" means those products identified on Schedule 1 attached
hereto, and the pans and components thereof, manufactured by SUPPLIER and sold
to DIRECTED pursuant to this Agreement. The Products covered by this Agreement
may be changed from time to time upon the written consent of both parties.

      1.3 "Specifications" means the descriptive material itemizing the
functional and operational requirements of the Products and such other technical
specifications, drawings and other material used in the development of the
Product. The Specifications covered by this Agreement may be changed from time
to time upon the written consent of both parties,

      1.4 "Trademarks" means those trademarks or trade names owned or used by
DIRECTED or its affiliates, and designated by DIRECTED in its sole discretion
for use in connection with the Products.

      1.5 "Vendor Requirements" means the packaging, marking and shipping
requirements as expressly described in DIRECTED ELECTRONICS, INC.'s Vendor
Requirements package attached to this Agreement as Schedule 4 and fully
incorporated herein.

      1.6 "Customer" means any corporation, company, partnership, individual, or
other entity that purchases products the same or similar to the Product, either
directly or indirectly, from SUPPLIER.

2.    MANUFACTURE AND SUPPLY OF PRODUCTS

      2.1 Sales and Forecasting. SUPPLIER agrees to manufacture the Products to
conform to the Specifications, and to sell the Products to DIRECTED in
accordance with the terms and conditions of this Agreement. Specific quantities
of Products shall be ordered by DIRECTED for purchase by the placement of a
purchase order issued by DIRECTED. DIRECTED shall provide to SUPPLIER continuous
rolling updated 3 month forecasts of anticipated production need with the first
month of the 3 months being an actual purchase order and the following two
months representing anticipated future Product needs. [***]

      2.2 Competitive Sales. [***] DIRECTED shall not be restricted as to its
sale or use of the Products purchased hereunder including, without limitation,
worldwide marketing to any end user or remarketed, and use by DIRECTED for its
benefit or for the benefit of others.


<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

      2.3 Right to Second Source. DIRECTED shall have the Right, at its sole and
absolute discretion, to acquire at any time Product that is the same, similar or
related to the Products from any other source. [***]

      2.4 [***]

      2.5 [***]

3.    ORDERS

      3.1 Placement. DIRECTED may place firm purchase orders for the delivery of
Products by SUPPLIER. Each purchase order shall specify quantities and a
delivery date of not less than [***] following the date of the purchase order.
Notwithstanding the foregoing, if DIRECTED specifies an accelerated delivery
date in any purchase order, SUPPLIER will use its best efforts to meet such
accelerated date, but DIRECTED cannot cancel those orders, even if the SUPPLIER
cannot meet the accelerated delivery date.

      3.2 Acceptance. SUPPLIER shall accept and acknowledge all purchase orders
that are placed by DIRECTED in conformance with the terms of this Agreement
within three (3) business days, Any purchase order not placed in conformance
with the terms of this Agreement must be rejected by written notice from
SUPPLIER to DIRECTED within three (3) business clays after receipt of such
purchase order. In the event that SUPPLIER uses a form of acknowledgment that
conflicts in any way with this Agreement or DIRECTED's form of purchase order,
the terms of this Agreement and DIRECTED's purchase order shall be controlling.

4.    PAYMENT TERMS

      4.1 Prices. The total purchase prices for the Products are set forth in
Schedule 2 attached hereto. [***]. SUPPLIER agrees to use its BEST EFFORTS to
reduce Product cost over time.


                                       2

<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

      4.2 Bill of Materials (BOM). SUPPLIER agrees to provide DIRECTED with
complete Bill of Materials (BOM), list of component suppliers and
sub-contractors for each of the products set forth in Schedule 1. [***]

      4.3 Payment. Payment for each shipment of Products shall be in accordance
with the payment schedule fully incorporated herein as Schedule 3. All payments
shall be made in United States Dollars.

      4.4 Taxes and Duties. Directed shall be responsible for the payment of all
taxes and duties associated with the importation of the Product into the United
States.

5.    DELIVERY

      5.1 Shipment. SUPPLIER will ship the Products F.O.B. Country of Origin at
DIRECTED's cost. Title to the Products and risk of loss or damage shall pass
from SUPPLIER to DIRECTED upon delivery of the Products to DIRECTED's preferred
shippers as set forth and listed in DIRECTED's Vendor Requirements as set forth
in Schedule 4, or other shipper specified by DIRECTED.

      5.2 Acceptance. DIRECTED shall have the right to conduct an incoming
inspection and shall have [***] after delivery to notify SUPPLIER in writing
whether some or all of the Products are rejected. Any Product not rejected
within this [***] period shall be deemed accepted. In the event DIRECTED rejects
Products, DIRECTED shall provide a detailed explanation therefore, and SUPPLIER
may inspect the rejected Products at DIRECTED's premises, replace the rejected
Products, or require the return of the rejected Products, freight collect. [***]
The AQL standards are MIL-105D Level II, Major 1.0, Minor 2.5.

      5.3 Rescheduling. DIRECTED may request a rework of Product or a changes in
delivery dates appearing in its purchase orders [***] provided written notice of
such change is received by SUPPLIER not less than [***] prior to the scheduled
delivery date to which the change pertains.

      5.4 Cancellations. SUPPLIER shall receive the cancellation of any purchase
order not less than [***] prior to the scheduled delivery date. DIRECTED shall
[***] if the order is cancelled [***]. No cancellation will be accepted for
[***] prior to delivery date.

      5.5 Late Shipments. SUPPLIER shall ship all products on the dates as
specified in section 3.1 or 5.3. Shipments are considered late if Products is
not delivered to DIRECTED's preferred shippers within twenty (20) day of the
confirmed delivery date as specified in section 3.1 or 5.3. [***].

6.    INTELLECTUAL PROPERTY

      6.1 Trademark License. SUPPLIER shall have no right, title or interest in
any DIRECTED name, trade name, or trademark, registered or not, anywhere in the
World. SUPPLIER's sole privilege under this Agreement is a non-exclusive,
limited license to sell Product to DIRECTED, some of which bear in whole or in
part trademarks owned by DIRECTED. Upon the termination or expiration of this
Agreement, SUPPLIER's limited privilege to sell Products using such trademarks
shall immediately cease. Any trademarks used in the course of this Agreement
must be reviewed and approved in advance, in writing, by DIRECTED.

                                       3

<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

      6.2 Trademark Use. SUPPLIER shall affix the Trademarks on all Products
manufactured pursuant to this Agreement, and packaging therefore, in a manner as
specified by DIRECTED. SUPPLIER shall not use the Trademarks in any manner
inconsistent with the instructions of DIRECTED nor on any products except as
manufactured pursuant to this Agreement. Upon the expiration or termination of
this Agreement, SUPPLIER shall immediately discontinue the use of the
Trademarks, and thereafter shall not use the Trademarks, or marks or names
confusingly similar thereto, directly or indirectly in connection with its
business or that of its affiliates or principals, During the term of this
Agreement, SUPPLIER will promptly notify DIRECTED in the event that it learns of
any infringement or unauthorized use of the Trademarks by any person.

      6.3 Proprietary Designs and Information. SUPPLIER agrees that all
proprietary designs anti information, related to all Products manufactured
pursuant to this Agreement, that are provided to SUPPLIER by DIRECTED shall only
be used in the manufacturing of said Product for DIRECTED exclusively, SUPPLIER
shall not use proprietary designs or information for the benefit on any other of
SUPPLIER's Customers.

7.    RIGHTS IN DATA

      7.1 Ownership of Proprietary Rights. DIRECTED and its affiliates are the
exclusive owners of all right, rifle and interest in and to the proprietary
rights associated with or arising from the Products.

      7.2 Ownership of Documentation. The Documentation shall remain the
exclusive property of DIRECTED and its affiliates and shall he protected from
disclosure in accordance with the provisions of Article 12 of this Agreement.
Upon expiration or termination of this Agreement, the Documentation (including
all copies thereof) shall be promptly returned to DIRECTED.

8.    WARRANTY

      8.1 General Warranty. SUPPLIER warrants that all Products (i) will conform
to the Specifications. (ii) will comply with approved products, and (iii) will
be free from defects in material and workmanship, for a period [***] from
delivery date from supplier. The foregoing warranty [***] which results from any
of the following events (if applicable):

            (a) Improper design of a Product by DIRECTED;

            (b) Components, parts or materials supplied by DIRECTED and used in
the Product;

            (c) Improper installation, maintenance, operation or use of a
Product;

            (d) Any modification of a Product performed without SUPPLIER's
written approval.

      8.2 Repair or Replacement. SUPPLIER will either repair or replace any
Product that is in breach of the foregoing warranty. Shipment to SUPPLIER shall
be at SUPPLIER's expense. Directed shall buy Cargo Marine Insurance to cover the
damages during shipping

      8.3 Optional Credit. In lieu of all individual warranty claims, if
SUPPLIER will not repair or place any product that is in breach of the foregoing
warranty, [***] . DIRECTED will monitor the reject rate and lot defectives [***]
and negotiate an adjustment of the discount amount accordingly with SUPPLIER.

9.    QUALITY ASSURANCE
                                       4

<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

      9.1 Quality Certification. Because DIRECTED seeks to continuously improve
the quality of our products and the level of service to our customers DIRECTED
requires SUPPLIER to maintain a documented quality procedure. SUPPLIER
represents that it maintains a documented quality assurance procedure in
accordance with QS 9000 and/or ISO 9000 quality assurance standards. SUPPLIER
agrees to submit to DIRECTED its documented quality procedure for review.
SUPPLIER agrees to, at its own expense, maintain certification under ISO 9000
and/or QS 9000 quality assurance programs.

      9.2 SUPPLIER's Inspection. SUPPLIER shall inspect the Products before
delivery to assure compliance with the Specifications. SUPPLIER shall not
deliver any Products that fail such inspection. Upon request by DIRECTED,
SUPPLIER shall provide the record of such finished goods inspection.

      9.3 Traceability. If the nature of the Product so requires SUPPLIER agrees
to give each Product a unique serial number which shall be recorded for purposes
of defect and warranty traceability, and SUPPLIER shall maintain a record
keeping system with such data and provide DIRECTED with access to such data as
necessary.

      9.4 Changes. If any change in the design, material or manufacturing
process for the Products (whether or not requested by DIRECTED) causes the
Products to be of materially different quality from prior shipments, SUPPLIER
shall submit those changes to DIRECTED for approval.

      9.5 Facility Inspection. SUPPLIER shall from time to time permit DIRECTED
or its agent to inspect the facilities, conditions regarding quality assurance,
records and documents of SUPPLIER relating to the Products, and of SUPPLIER's
suppliers and subcontractors, in order for DIRECTED to determine whether the
Products are being manufactured under appropriate quality controls; provided,
however, that such inspections will be conducted during normal working hours
with prior notification to SUPPLIER. Any information disclosed to or observed by
DIRECTED or its agent during such inspections shall be deemed to be proprietary
information within the meaning of and subject to the provisions of Article 10 of
this Agreement.

      9.6 Abnormalities. SUPPLIER and DIRECTED shall promptly notify each other
of any abnormalities with respect to the Products or the manufacturing process
relating to the Products if SUPPLIER or DIRECTED believes such abnormalities
materially affect the quality or function of the Products. In such case,
SUPPLIER shall promptly report to DIRECTED any determination made as to the root
cause of the abnormality and the countermeasures taken by SUPPLIER in response
thereto.

      9.7 Meetings. SUPPLIER and DIRECTED shall meet periodically and from time
to time when necessary during each year of the term of this Agreement to discuss
quality assurance and product improvement matters and various other aspects of
their business relationship.

10.   CONFIDENTIALITY

      Each party has executed in association with this Agreement a reciprocal
non-disclosure agreement, said reciprocal non-disclosure agreement is fully
incorporated herein, and shall remain in full force and effect throughout the
term of this agreement.

11.   TERMS AND TERMINATION

      11.1 Term. This Agreement shall have an initial term of [***] from the
date hereof and shall thereafter be automatically renewed for successive [***]
unless notice of termination is given by DIRECTED to SUPPLIER at least sixty
(60) days PRIOR TO THE TERMINATION date of the initial term or any renewal term,
or unless earlier TERMINATED UNDER Section 11.2 or Section 11.3.

      11.2 Termination for Default. In the event that either of the parties
defaults in the performance of any of the terms, conditions, obligations,
undertakings, covenants, or liabilities set forth in this Agreement, the other


                                       5

<PAGE>

party shall give the defaulting party notice of such default. In the event the
defaulting party has not remedied the default within thirty (30) days following
notice thereof, the party giving notice may immediately terminate this Agreement
by providing the defaulting party with written notice of termination.

      11.3 Automatic Termination. This Agreement shall terminate immediately
upon written notice by DIRECTED in the event bat SUPPLIER ceases to carry on its
business, SUPPLIER becomes the subject of any proceedings under any state,
federal or other jurisdictional law for the relief of debtors, SUPPLIER
otherwise becomes insolvent or bankrupt, SUPPLIER makes an assignment for the
benefit of creditors, or upon the appointment of a receiver for SUPPLIER or the
reorganization of SUPPLIER for the benefit of creditors.

      11.4 Effect of Termination. The termination of this Agreement shall not
relieve either party from its obligations, which have accrued pursuant to the
provisions of this Agreement, or release either party from any obligations that
have been incurred as a result of operations conducted under this Agreement. In
any event, the rights and obligations of Articles 6, 7, 8 and 10, and Sections
12.6 and 12.8 shall survive the expiration or termination of this Agreement.

      11.5 Repurchase of Inventory. Upon termination of this Agreement, DIRECTED
shall have the right, but not the obligation, to purchase SUPPLIER's current
inventory of the Products. During a thirty (30) day period following the
termination of this Agreement, SUPPLIER shall permit DIRECTED to enter onto
SUPPLIER's premises to inspect SUPPLIER's current inventory of the Products.
Within fifteen (15) days following such inspection, DIRECTED shall have the
right to purchase any or all of such inventory. Such purchase shall be pursuant
to all of the terms and conditions of this Agreement.

      11.6 Transfer of Tooling. Upon termination of this Agreement, DIRECTED
shall have the right to transfer any and all tooling and proprietary shop
equipment owned by Directed. DIRECTED will be obligated to pay SUPPLIER the fair
cost for packing tooling and equipment transferred. However, DIRECTED shall have
the right to transfer at no cost any and all tooling related to the Product.

12.   MISCELLANEOUS

      12.1 Relationship of Parties. This Agreement does not create the
relationship of principal and agent between SUPPLIER and DIRECTED nor shall it
be construed as creating any form of legal arrangement which would impose
liability upon one party for the act or omission of the other party.

      12.2 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered personally or mailed by
registered or certified mail, return receipt requested, or delivered by
overnight air courier guaranteeing next clay delivery, to the following
addresses:

            If to SUPPLIER:     President
                                NUTEK, Inc.
                                5F, No. 3, Alley 6, Lane 45
                                Pao-Hsing Road
                                Hsing-Tien City
                                Taipei, Taiwan

            If to DIRECTED:     CEO
                                DIRECTED ELECTRONICS, INC.
                                One Viper Way
                                Vista, California 92083
                                United States of America

Either party may change its address upon notice given to the other party in the
foregoing manner. The notices shall be effective three (3) days after received
by the other party.

                                       6

<PAGE>
      12.3 Severability. If any provision of this Agreement shaft be determined
by a court of competent jurisdiction to be invalid, illegal, or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

      12.4 Entire Agreement. This Agreement (including any schedules attached
hereto) contains the entire agreement of the parties with respect to the
Products to be furnished hereunder (except for any additional terms or
conditions which may be contained in any purchase order which may be issued by
DIRECTED pursuant to this Agreement). Any modification or amendment of any term
or provision of this Agreement shall not be valid or binding unless the same is
in writing and signed by each party hereto.

      12.5 Assignment. Neither party shall assign any of its rights or
obligations under this Agreement without the prior written consent of the other
party, which consent may be withheld at the other party's sole and absolute
discretion; provided, however, that DIRECTED may assign its rights and
obligations hereunder to its affiliates or to any successor, person or entity,
whether arising by merger, transfer of assets, sale of stock, operation or law
or otherwise, or without the need for any consent by SUPPLIER. This Agreement
shall be binding upon and shall inure to the benefit of the legal successors and
assigns of the parties hereto.

      12.6 Governing Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, including the
provisions of the Uniform Commercial Code as adopted in the State of California,
and not the Convention for the International Sale of Goods. The parties agree
that any litigation relating directly or indirectly to this Agreement must be
brought before a court of competent jurisdiction within the State of California.

      12.7 Waivers. No waiver of any of the terms or conditions of this
Agreement by either party shall be valid or binding unless the same is in
writing and signed by an authorized officer of the waiving party. A waiver by
either party of a breach of any of the provisions of this Agreement shall not be
construed as a waiver of any further breach of the same provision or of any
other provision of this Agreement.

      12.8 Attorneys' Fees. In the event that any action at law or in equity is
brought to enforce or interpret the provisions of this Agreement, the prevailing
party shall be entitled to a reasonable attorneys' fee which may be set by the
Court in the same action or in a separate action brought for that purpose, in
addition to any other relief to which the prevailing party may be entitled.

      12.9 Heading. Headings used in this Agreement are for the purposes of
convenience only and shall not affect the legal interpretation of this
Agreement.

      12.10 Draftsmanship. This Agreement shall be deemed jointly drafted and no
ambiguities, duties or obligations shall be resolved against the defter party.

      12.11 Counterparts and Electronic Signatures. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
but all of which together will constitute one and the same instrument. This
Agreement may be executed by facsimile or other "electronic signature" (as
defined in the Electronic Signatures in Global and National Commerce Act of
2000) in a manner agreed upon by the parties.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.

DIRECTED ELECTRONICS, INC.                  NUTEK, INC.

By: /s/ James E. Minarik                    By: /s/ Charles Chen
    ------------------------                    -----------------
    James E. Minarik                            Charles Chen
    President and CEO                           President and CEO

                                       7

<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                     Nutek
                                   Schedule 1


                                    Products
                                    ________

                                     [***]
<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                     Nutek
                                   Schedule 2


________________________________________________________________________________
       Part#                       Description                    Cost
       _____                       ___________                    ____
________________________________________________________________________________

                                     [***]
<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                     Nutek
                                   Schedule 3


________________________________________________________________________________
     Month Product                                      Date of Wire
  Shipped from Taiwan                                 Transfer to Nutek
  ___________________                                 _________________
________________________________________________________________________________

                                     [***]
<PAGE>
                           DIRECTED ELECTRONICS INC.

                               Vendor Requirements


                            DIRECTED ELECTRONICS INC.
                                  ONE VIPER WAY
                                 VISTA, CA 92083
                                TEL: 800 876-0800
                                FAX: 760 598-6400
                            WEBSITE: WWW.DIRECTED.COM
<PAGE>
                                    CONTENTS



<TABLE>
<S>                                                                         <C>
VENDOR PACKAGING REQUIREMENTS..........................................        3


VENDOR MARKING REQUIREMENTS
         -  Master Carton Markings.....................................        3
         -  Date Code Markings.........................................        3
         -  Master Carton Label Samples................................      3-4
         -  Bar coding:  UPC-A Type ...................................      4-5
         -  UPC Bar Code Label Requirements............................        5
         -  Bar Code Label Samples.....................................        5


GENERAL SHIPPING REQUIREMENTS..........................................        5
         -  Preferred Carriers.........................................      6-7


GRAPHICS DEPARTMENT VENDOR REQUIREMENTS QUESTIONNAIRE..................        8


CONTACTS...............................................................        9
</TABLE>


INITIAL                                2                        NUTEK SCHEDULE 4
                                                             VENDOR REQUIREMENTS
X_______                                                            CONFIDENTIAL

X
<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

VENDOR PACKAGING REQUIREMENTS

      -     All products must be packaged to conform with good packaging
            procedures that will prevent damage during shipping.

      -     All products must be packed in recyclable corrugated cartons with a
            minimum burst strength of 125 PSI.

      -     Proper packing material must be used to ensure adequate protection
            of product.

      -     Maximum master carton is not to exceed 45 LBS.

      -     Mixing product into the same master carton is not acceptable; each
            product must be packaged in its own master carton.

      -     Palletized product must be shipped on 40"x48" pallets and must not
            exceed an overhang of 1" on all sides, and pallet must be
            shrink-wrapped.

[***]

VENDOR MARKING REQUIREMENTS



MASTER CARTON MARKINGS

Master carton markings can be affixed by label or printed directly on the master
carton. Handwritten markings are not acceptable. Minimum overall size of
markings is to be no less than 3" x 5" in size. Information should be no smaller
than 36-point size (1/2") and be printed in a BOLD font style. Carton marking
should be on two sides of the carton (adjacent sides preferred).

If labels are used, assure that they are a non-removable style of label to
prevent lifting and peeling off during transit.

Information required on the Master Carton:

      -     DIRECTED'S part number and revision letter (revision letter to
            appear in parenthesis) example 455T(B).

      -     Quantity of item in carton, including unit of measure (pcs., pks.,
            pairs)

      -     Date Code

      -     Country of Origin

      -     Purchase Order Number

      -     Carton Count, i.e., 1/5, 2/5, 3/5, etc.


INITIAL                                3                        NUTEK SCHEDULE 4
                                                             VENDOR REQUIREMENTS
X_______                                                            CONFIDENTIAL

X
<PAGE>
DATE CODE MARKINGS

      -     DIRECTED'S date code system consists of two digits (unless otherwise
            specified for DIRECTED'S customer specifics, i.e., GM). The first
            digit represents the year and the second represents the month.

      -     The date code must represent the month and year you have
            manufactured the product (unless otherwise pre-approved by
            DIRECTED'S Packaging/QA Representative).

      -     At a minimum the date code must appear on the master carton and the
            product. Audi products require date code on packaging/gift boxes.

Example of a typical DIRECTED date code (2G). 2002 is represented by the 2 and
July is represented by the G:

<TABLE>
<CAPTION>
YEAR IDENTIFICATION                   MONTH IDENTIFICATION
-------------------                   --------------------
<S>                     <C>           <C>      <C>         <C>
2001 = 1                January       = A      July        = G
2002 = 2                February      = B      August      = H
2003 = 3                March         = C      September   = I (Except for GMSPO product)
2004 = 4                April         = D      October     = J
2005 = 5                May           = E      November    = K
                        June          = F      December    = L
</TABLE>




MASTER CARTON LABEL SAMPLE


            DEI P/N:  XXXXX (X)
            QTY: 24 PCS  D/C:  1A
            C/NO: 5 OF 7  PO#:  XXXXX
            COUNTRY OF ORIGIN
      MASTER CARTON LABEL   SAMPLE STYLE B   7A 4/81 (FILE: B-MCSAMPLE)


INITIAL                                4                        NUTEK SCHEDULE 4
                                                             VENDOR REQUIREMENTS
X_______                                                            CONFIDENTIAL

X
<PAGE>
BAR CODING: UPC-A TYPE (unless otherwise specified on bill of material)

      -     UPC bar code must appear on all gift boxes and/or packaging
            materials and must be scanable. Human-readable number and check
            digit must be printed under the bar code.

      -     UPC bar code is normally distributed with DIRECTED'S artwork/film.
            If there is no artwork/film, then a white label made with
            non-removable adhesive will be required on the packaging (unless
            otherwise pre-approved by packaging/QA representative).


      -     The UPC bar code is issued by packing/QA and will also appear on the
            printed bill of materials (BOM).

UPC BAR CODE LABEL REQUIREMENTS

      -     Label size preferred is 1" x 3" (unless otherwise pre-approved by
            packaging/QA representative).

      -     Must include "COUNTRY OF ORIGIN"

      -     DIRECTED'S full part number including revision letter in
            parenthesis.

      -     DIRECTED'S description of part number and date code (if date is on
            the product, then it is not required on the label).

      -     Human-Readable number and check digit to be printed under the bar
            code symbol.

UPC BAR CODE LABEL SAMPLE

(Label style A&B, for your reference)


                         Directed              Made in
                       Electronics Inc.   Country of Origin
                                   DEI PART #
                            DESCRIPTION AND DATE CODE
                                   (BAR CODE)


INITIAL                                5                        NUTEK SCHEDULE 4
                                                             VENDOR REQUIREMENTS
X_______                                                            CONFIDENTIAL

X
<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

GENERAL SHIPPING REQUIREMENTS

      -     [***]

      -     [***]

      -     [***]

      -     [***]

      -     All cartons must arrive with proper markings as described in the
            marking requirements section along with carton count, i.e., 1/5,
            2/5, 3/5, etc.

      -     Each shipment must be accompanied with a detailed packing slip.

PREFERRED CARRIERS

CONTAINER FREIGHT

<TABLE>
<CAPTION>
Area of Service     Carrier                            Contact Information
---------------     -------                            -------------------
<S>                 <C>                                <C>
Taiwan              [***]                              [***]

Hong Kong           [***]                              [***]

Korea               [***]                              [***]

Philippines         [***]
</TABLE>


INITIAL                                6                        NUTEK SCHEDULE 4
                                                             VENDOR REQUIREMENTS
X_______                                                            CONFIDENTIAL

X
<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

LCL FREIGHT

<TABLE>
<CAPTION>
Area of Service     Carrier                            Contact Information
---------------     -------                            -------------------
<S>                 <C>                                <C>
Taiwan              [***]                              [***]

Hong Kong           [***]                              [***]

Korea               [***]                              [***]

Philippines         [***]
</TABLE>





AIR FREIGHT

<TABLE>
<CAPTION>
Area of Service     Carrier                            Contact Information
---------------     -------                            -------------------
<S>                 <C>                                <C>
Taiwan              [***]                              [***]

Hong Kong           [***]                              [***]

Korea               [***]                              [***]

Philippines         [***]
</TABLE>


INITIAL                                7                        NUTEK SCHEDULE 4
                                                             VENDOR REQUIREMENTS
X_______                                                            CONFIDENTIAL

X
<PAGE>
GRAPHICS DEPARTMENT VENDOR REQUIREMENTS QUESTIONNAIRE


      1.    What are your film specifications?

            Film Positive                 (mark one)
            Film Negative
            Read right emulsion side up   (mark one)
            Read right emulsion side down

      2.    Can the vendor double burn plates?
                                               ---------------------------------

      3.    Can the vendor do white text knock outs?
                                                    ----------------------------

      4.    Vendor maximum line screen.
                                        ----------------------------------------

      5.    What type of proofs do you provide for our approval of printed
            materials?
                       ---------------------------------------------------------


      6.    Can vendor make film directly from files provided by DIRECTED?

            --------------------------------------------------------------------

      7.    Does the vendor's PC have the capability to open graphics files?

            --------------------------------------------------------------------

      8.    What kind of computerized system does the vendor have?

            --------------------------------------------------------------------

      9.    What graphics software is the vendor able to use? (Please list all
            with versions)

            --------------------------------------------------------------------

      10.   Please list which version of QuarkXpress and Photoshop vendor is
            using.

            --------------------------------------------------------------------

      11.   Does vendor have type 1 postscript fonts?
                                                     ---------------------------

      12.   Can vendors computerized systems accept 80mb files?
                                                               -----------------

      13.   Can vendor computer systems receive files via FTP, and what are the
            file size limits?

            --------------------------------------------------------------------

      14.   Can vendor computers receive files as email attachments and what are
            the file size limits?

            --------------------------------------------------------------------


INITIAL                                8                        NUTEK SCHEDULE 4
                                                             VENDOR REQUIREMENTS
X_______                                                            CONFIDENTIAL

X
<PAGE>
[***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


CONTACTS:


[***]


[***]


[***]


[***]


[***]


[***]



PRODUCT DEVELOPMENT


[***]


[***]


[***]


INITIAL                                9                        NUTEK SCHEDULE 4
                                                             VENDOR REQUIREMENTS
X_______                                                            CONFIDENTIAL

X