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                               MANUFACTURING AGREEMENT

                                       between


                              TANISYS TECHNOLOGY, INC. 
                                12201 Technology Blvd.
                                  Austin, TX 78727
                                        U.S.A.


                                         and


                              SIEMENS COMPONENTS, INC. 
                              10950 North Tantau Avenue
                                Cupertino, CA 95014
                                        U.S.A.


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                                  INDEX TO AGREEMENT



    1.    BASIC  AGREEMENT:       SIEMENS - TANISYS

    2.    ATTACHMENT A:           SIEMENS SPECIFIED MODULES AND LOOSE PARTS

    3.    ATTACHMENT B:           ASSEMBLY, TEST AND REPAIR PRICES:  MEMORY
                                  MODULES (MM)

    4.    ATTACHMENT C:           LOGISTICS/TECHNICAL TERMS OF DELIVERY

    5.    ATTACHMENT D:           SIEMENS Rolling Forecast

    6.    ATTACHMENT E:           SIEMENS Processing and Quality Specification

    7.    ATTACHMENT F:           EDI Agreement

    8.    ATTACHMENT G:           SIEMENS and TANISYS Listing of Contacts


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                           MANUFACTURING AGREEMENT


This Agreement made effective November 1st, 1996 between Tanisys Technology, 
Inc. 12201 Technology Blvd., Austin, TX 78727, U.S.A (TANISYS) and SIEMENS 
Components, Inc. 10950 North Tantau Avenue, Cupertino, CA 95014 (SIEMENS)  
(see Article 1.16).

WHEREAS, SIEMENS wants and TANISYS is willing to assemble quantities of 
certain products exclusively for SIEMENS in accordance with these terms and 
conditions, the parties agree:

1.  PARTS OF AGREEMENT: DEFINITIONS

In this Agreement, the following expressions, except where the context 
otherwise requires, shall have the following meanings:

            1.0 "Affiliates" shall mean those corporate entities controlled 
by or controlling, directly or indirectly, by capital or votes, either 
SIEMENS or TANISYS, but only so long as the entities are so related.

            1.1 "Contract products" (Products) shall mean those specific 
Memory Modules (equipped printed circuit boards) defined in Attachment A.

            1.2 "CONFIDENTIAL Information" shall mean all such 
technical information as well as know-how (given orally, in writing or in 
other tangible form) necessary for the manufacture of Products, which one 
party shares with the other.  "Confidential Information" includes the 
specification necessary for the procurement of the components required for 
the manufacture of Products, with the exception of DRAMs, as defined in 
Attachment A.

            1.3 "Effective Date" shall mean the date on which this Agreement 
enters into force as set forth at the beginning of this Agreement.

            1.4 "Date of Shipment" shall mean the date on which the Products 
are shipped out "Ex-Works" TANISYS  by SIEMENS' appointed forwarder.

            1.5 "Purchase orders" (Orders) shall mean the order(s) issued by 
SIEMENS confirming purchase of Products from TANISYS  requiring delivery 
within the time frame indicated in the order.

            1.6 "Specification" means the technical description of goods 
contained or referred to in the order.

            1.7 "Allowed Capacity" is the capacity TANISYS has dedicated for 
SIEMENS.

            1.8 "Golden Devices" shall mean Products, tested by SIEMENS using 
the Tester and the Test Programs as well the test protocols containing the 
respective results.

            1.9 "Subsidiaries" shall mean legal entities controlled directly 
or indirectly, by capital or votes, by fifty percent or more by SIEMENS or 
TANISYS, but only as long as the entities are so controlled.

            1.10 "Requirements for Quality Assurance" shall mean the general 
quality requirements for processing of Devices enclosed as Attachment E to 
this Agreement, including any future updates or modifications of Attachment E.



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            1.11 "Packing Specification" shall mean the specification 
according to which the Products shall be packed and labelled by TANISYS using 
the material as specified in the "Packing specification", which is part of 
the "Processing specification".

            1.12 "Processing specification" (see Attachment E) shall mean the 
specification and documentation for testing, burn-in and packing as well as 
specific quality requirements agreed upon in the written form between the 
parties for processing of the Products. For each type of Products or a family 
of Products, a "Processing specification" shall be agreed upon between the 
parties.

            1.13 "Electronic Mail", "Internet" or "Electronic Data 
Interchange" (EDI) shall mean those communications governed by the EDI 
Agreement attached as Attachment F.

            1.14 "Ex Works TANISYS" shall mean that title and risk of loss to 
the Products will be transferred FROM TANISYS at the time at which TANISYS 
deposits the properly packed Products with the freight carrier designated by 
SIEMENS at TANISYS' facilities, or delivered to customer location.  TANISYS 
will use SIEMENS' shipping accounts when possible.

            1.15 "FCA (Free Carrier) TANISYS" shall mean that SIEMENS will 
provide the DRAMs to TANISYS' facilities for use per this Manufacturing 
Agreement with all related charges until they reach that site paid by SIEMENS.

            1.16 "SIEMENS" means legal entity, and means the list of contacts 
as specified in Attachment G.

2.  SCOPE OF WORK

Subject to these terms and conditions, TANISYS shall, in accordance to 
instructions from SIEMENS, manufacture, test and ship quantities of Products 
to SIEMENS or to those companies or locations to which SIEMENS directs 
(Customers).  On  acceptance by SIEMENS or upon receipt by the Customer of 
those Products, TANISYS shall be paid the amounts specified in Attachment B 
for such Products.

Upon TANISYS receiving products and signing a "Warehouse Receipt" for any 
given shipment, the quantity and description thereon will be deemed an 
absolute indication that TANISYS has accepted risk of loss for that quantity 
of that item.  The only exception will be that TANISYS will be allowed until 
the close of business twenty-four (24) hours after receipt of any given 
shipment to advise in writing (by FAX) as to any discrepancies at the carton 
level; within forty-eight (48) hours at the part number and ident number 
detail level.  

3.  DELIVERY BY SIEMENS

            3.1 SIEMENS or its "affiliates" shall deliver to TANISYS free of 
charge, subject to respective orders (on the basis "FCA" TANISYS) the 
quantity of DRAMs (as defined in Attachment A) necessary to fulfill the 
Contractor Manufacturer's obligation according to Article 4 and the Orders 
placed by SIEMENS as per Article 7 or 8 below.


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4.  QUALITY ASSURANCE

            4.1 QUALITY ASSURANCE MANUAL AND WORKMANSHIP STANDARD 
TANISYS shall prepare and submit to SIEMENS, within 30 days following the 
Effective Date of this Agreement, an official quality assurance Manual and 
workmanship standard and shall implement such standard. SIEMENS may request 
alterations to the manual and workmanship standard in order to improve the 
overall product quality of the Products. Notwithstanding the above, the 
responsibility for such Manual and workmanship standard shall rest with 
TANISYS. 

            4.2 GENERAL INSPECTION SYSTEM
TANISYS shall provide and maintain an inspection system acceptable to SIEMENS 
Quality Assurance covering the Products.  Records of all inspections shall be 
kept complete and available for review by the SIEMENS Quality Assurance 
representative in accordance with the data retention periods specified in the 
Processing and Quality specification (Attachment E).

            4.3 FIRST ARTICLE TEST
If SIEMENS chooses to perform a first article test upon the Products, then 
such test may be performed at TANISYS' premises before delivery of the first 
quantity shipment of each type or any modified version thereof and further 
deliveries shall be subject to successful performance of such test.           
  Such tests shall be performed at no cost to SIEMENS by TANISYS and under 
the observation of the SIEMENS Quality Assurance representative where 
necessary. 

            4.4 QUALIFICATION 
Reference devices for the various packages will be submitted by TANISYS 
during the initial production to SIEMENS for qualification. The production 
shall not start until approval is given by SIEMENS after the qualification 
tests on these parts.

            4.5 AUDITS
SIEMENS reserves the right to conduct an audit of the Quality Assurance 
system or Process Conformance of manufacturing and other fields with respect 
to quality, reliability and reporting.

            4.6 RECORD RETENTION
Records of all Production and quality data shall be kept for tracking and 
available for review by SIEMENS. The data retention period to be as specified 
in the Processing and Quality specification (Attachment E).

            4.7 FINAL INSPECTION / TEST
TANISYS shall conduct a final inspection test on each Product (100% test) 
prior to shipment. Such test shall demonstrate compliance with the applicable 
specification of the Products in question. The parties will agree on the 
details of such final inspection tests and document same in a writing signed 
by both parties (Attachment E).

            4.8 SIEMENS PERSONNEL
SIEMENS shall be responsible for the expense of sending any SIEMENS personnel 
to TANISYS' premises.


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            4.9 SIEMENS  ACCEPTANCE AT DESTINATION All 
                Products ordered are subject to final acceptance at SIEMENS 
                or its Customers. SIEMENS or its customers may perform an 
                incoming inspection test based on random samples according 
                to the quality assurance instructions.   If any Products 
                should fail to pass such test as a result of TANISYS' work, 
                SIEMENS will notify TANISYS of such defects in writing, 
                i.e. by E-Mail or FAX. If the Products fail to pass such 
                test based upon an agreed and correlated test method, 
                SIEMENS may return the failed Products for rework by 
                TANISYS free of charge with all handling, packing, 
                forwarding transport cost and insurance cost incurred to be 
                paid by TANISYS, and

a) TANISYS shall, upon request, promptly supply replacement, or

b) TANISYS shall, if SIEMENS requests it, replace the failed Products 
delivery lot free of charge on an emergency basis, or

c) SIEMENS may return the failed Products to TANISYS at no cost to SIEMENS 
for respective credit if the failed Products cannot be reworked to conform 
with the agreed specification.

5.  CHANGE IN PRODUCTS

            5.1 SIEMENS may request technical changes of the Products 
relating to improvement, reliability, serviceability or to requests of the 
market, customers, or requirement of authorities and TANISYS must comply with 
such change request.  TANISYS will inform SIEMENS within ten (10) 
working-days after receiving such requests of the result of its evaluation of 
the change in writing.  The parties shall mutually agree upon prices and 
implementation schedules for such changes.

            5.2 If TANISYS proposes to modify or change the Products so as to 
deviate from the specifications set forth in Attachment A to this Agreement, 
TANISYS shall inform SIEMENS in writing.  SIEMENS may approve or disapprove 
such modifications or change request and will inform TANISYS in writing 
thirty (30) working days after receipt of notice of such a change in request. 
 Such a proposed modification or change may only be implemented by TANISYS 
upon the express approval by SIEMENS.  When modification or changes are 
approved and introduced into manufacturing, TANISYS shall inform SIEMENS as 
to final technical version of change and when the first shipment may be 
expected. SIEMENS will then determine how many units of the ordered or 
forecasted amount shall be shipped without the modifications or changes until 
first shipment takes place according to the new revision level.

            5.3 Regarding changes as per Article 5.2 above, TANISYS shall, 
upon request, submit to SIEMENS free of charge, samples of the modified 
Products at least thirty (30) days before first delivery of said products, 
for testing purposes.

6.  PURCHASE OF PRODUCTS
The scope of TANISYS' delivery and SIEMENS' purchase obligations shall depend 
on the forecasts and Orders placed by SIEMENS in writing.


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            6.1 Issue of "Purchase forecast"

a) Two weeks before the end of each quarter, SIEMENS shall forward a 
"Purchase Forecast" (Forecast) setting forth  the anticipated demand for 
Products by SIEMENS for the succeeding six (6) quarters.  The Forecasts are 
projections for planning purposes only (see Attachment C).

b) TANISYS shall ensure sufficient material (such as Printed Circuit Boards 
(PCBs) and Packing Material) as specified in Attachment C.  If any change in 
the design of the Products requires sudden change of PCBs or packing 
material, or if a Products is terminated and that circumstance then renders 
TANISYS' specific SIEMENS' stock as obsolete or unusable, SIEMENS shall be 
financially responsible for TANISYS' stock of PCB and Packing Material IN the 
quantities specified in Attachment C.

            6.2  Issuing of Order  

a) SIEMENS shall issue to TANISYS a firm Order to purchase the quantity and 
type of Products. Each Order shall be placed in writing via EDI, fax or 
Internet.  See Attachment C.

b) The Order shall govern all requirements of the Products by SIEMENS and 
deliveries by TANISYS. Only the quantities and type of Products given therein 
are firm order commitments.

c) All Orders have to be confirmed within one (1) working day by EDI, fax or 
Internet (see Attachment C).

7.  LEAD TIMES, EMERGENCY ORDERS

Lead times, "Ex-Works" TANISYS shall for either Products or Replacement 
products as specified in Attachment C.

Leadtimes for Emergency orders are separately defined in Attachment C.   Any 
delay in delivery or pre-scheduled Products to SIEMENS affected by the 
emergency order shall not be construed as a delay under Article 9.3, unless 
total deliveries made within the relevant period concerned is less than the 
quantity deliverable by TANISYS fully utilizing the declared capacity of 
TANISYS which is dedicated for SIEMENS' Products.  In such case of 
under-utilization and delays in delivery, TANISYS shall be liable under 
Article 9.3 for the portion short delivered.

Deliveries under emergency orders shall be effected separately. TANISYS shall 
notify SIEMENS of the dispatch date (flight number, AWB number) by EDI, fax 
or Internet.

8.  DELIVERY OF PRODUCTS/LATE DELIVERIES

            8.1 Delivery shall be effected on the basis delivered "Ex-Works" 
TANISYS to SIEMENS' appointed forwarder. Each delivery shall be accompanied 
with appropriate shipping papers.  All dispatch notes and/or invoices must 
include the Order number, the part numbers of Products shipped and any other 
information specified in the Order.

            8.2 Title and risk of loss shall pass upon delivery of product to 
SIEMENS' specific customer locations or to SIEMENS' appointed freight 
forwarder. SIEMENS shall indicate, in writing, a specific freight forwarder 
or means of transportation or routing to TANISYS and TANISYS shall comply 
with such directions.  The Products shall be packed suitable for road / air 
transportation as agreed with the SIEMENS' appointed freight forwarder.


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            8.3 DELAYS

a) TANISYS shall make its best effort to ensure on-time delivery of the 
Products.  If TANISYS is in default with the delivery of Products except by 
reasons of Force Majeure, Article 15, and/or delayed delivery of parts and 
components supplied by SIEMENS, SIEMENS may claim liquidated damages in the 
amount of 0.2% (two-tenths percent) of the Tanisys invoice as per Attachment 
B "Assembly Pricing" for the respective late delivered Products for every 
calendar day of the delay from the "Date of Shipment" which is confirmed or 
deemed accepted by TANISYS according to Section 6.2. The liquidated damages 
may accrue up to a maximum amount of 5% (five percent) in total or five 
thousand dollars ($5,000.00) maximum, notwithstanding any other rights 
SIEMENS may have.

b) In addition to these rights, any delays extending for more than a week, 
regardless of the cause (even if caused by late deliveries of TANISYS' 
subcontractors), SIEMENS shall be entitled to cancel the order wholly or in 
part without incurring any liability, and shall re-order the quantities 
according to then existing needs of SIEMENS after the circumstances 
interrupting the delivery have ended.

            8.4 If any circumstances should arise which could result in a 
delayed delivery of parts to TANISYS or of Products by TANISYS, the parties 
shall promptly notify each other.

            8.5 TANISYS shall only deliver full boxes of Products.  Any 
incompletely filled boxes shall be retained by TANISYS and delivery made 
together with Products in the next Production Lot.

TANISYS shall deliver to SIEMENS on the 15th of each month:
a) All incomplete filled boxes of Products, and
b) All scrap DRAMs and modules for disposal by SIEMENS.

9.  PRICES AND TERMS OF PAYMENT

            9.1 Prices for the Products as stated in Attachment B to this 
Agreement are in U.S. Dollars, on the basis of delivery "Ex-Works" TANISYS 
and including appropriate packaging as specified by SIEMENS.

            9.2 PRICING ADJUSTMENTS

a) The prices stated in Attachment B are fixed for the period stated in 
Attachment B except in the case of changes under Article 5.  The parties will 
review the market conditions, currency effect, material and labor cost 
influencing the price to be fixed for the next SIEMENS fiscal year (October 
through September) in good faith, on an annual basis, within the period of 
the last quarter of each SIEMENS fiscal year and mutually agree and decide 
the price applicable for the next SIEMENS fiscal year which price shall 
reflect the result of reviewing the aforesaid factors.

b) However, the parties will review, in good faith, the market conditions, 
currency effect, material and labor cost specifically costs affecting printed 
circuit board and packing material and volumes influencing the prices, on a 
quarterly basis, three weeks before the end of each quarter and will mutually 
update the price applicable for the next SIEMENS' quarter to reflect the 
result of reviewing these factors.

c) If the parties cannot work out a mutually acceptable solution, either 
party may terminate this Agreement with six (6) months written notice. 
Notwithstanding such right of termination, TANISYS shall continue to deliver 
Products at the most recent contractual prices during this six months' 
period. However, if the parties come to an agreement for solution within such 
six (6) months from the notice of termination, then the new price shall be 
supplied retro-actively from

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the date of termination notice and the respective party shall compensate the 
other party the difference of the Purchase Price accrued from that date.

            9.3 TERMS OF PAYMENT

Payment shall be due thirty (30) days net after receipt of the respective 
invoice from TANISYS. 

10.  WARRANTY / DEFECTS OF EPIDEMIC NATURE

TANISYS warrants that the Products conform with the applicable specifications 
and are free from defects in material and workmanship subject to these 
conditions:

            10.1 The warranty period for the Products shall end at the 
earlier of thirty-six (36) months after the delivery to Customers or receipt 
of the Products by SIEMENS.

            10.2 If any Products supplied by TANISYS fails to conform with 
this warranty due to manufacturing defects, TANISYS shall replace at its sole 
cost and expense such defective Products without delay after receipt of 
SIEMENS' return shipment. The expenses required for returning such defective 
Products to TANISYS shall be borne by SIEMENS; the expenses required for 
re-sending Products to SIEMENS or to its Customer shall be  borne by TANISYS. 

If, within thirty (30) days after receipt at TANISYS, such replacement 
Products are  not shipped, SIEMENS shall have the right to replace the 
defective Products with  products from TANISYS' latest shipment or SIEMENS' 
stock which shall then be deemed as  replacement under warranty. TANISYS 
shall ship on an emergency basis and on its own account such number of 
Products as to make up for the thus diminished SIEMENS stock.

            10.3 Replacements shall be subject to a new 36 month warranty 
period, beginning with the  receipt of the product by SIEMENS or its Customer.

            10.4 If defects or malfunctions which appear to be excessive or 
of an epidemic nature result from the manufacturing or use of unsuitable 
materials by TANISYS, then TANISYS shall take appropriate actions to remedy 
such defects in agreement with SIEMENS and in accordance with reasonable 
standards applicable to the individual circumstances. TANISYS shall inform 
SIEMENS about its actions to be taken within two (2) weeks after notification.

            10.5 The provisions of this Article 10 shall also apply after 
termination of this Agreement.

            10.6 If any technical problem, defect or malfunction occurs, 
SIEMENS will promptly be informed by TANISYS. TANISYS will immediately start 
investigations and supply a first substantial answer within five  (5) working 
days after receipt of SIEMENS' notification.

            10.7 TANISYS does not warrant consigned DRAMs, except as to 
damage or defects which result from TANISYS' storage or use of the consigned 
DRAMs.  


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            10.8  TANISYS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES EXCEPT 
THOSE SPECIFICALLY PROVIDED HEREIN, INCLUDING WARRANTIES OF FITNESS FOR A 
PARTICULAR PURPOSE AND OF MERCHANTABILITY.

11.  LIABILITY, RESPONSIBILITY

            11.1 It is SIEMENS' responsibility to defend and resolve at 
SIEMENS' expense any dispute arising from a claim that the Products infringe 
a third party's patent to the extent that the alleged infringement is due to 
the use of SIEMENS Information and/or DRAMs supplied by SIEMENS and 
incorporated in Products manufactured by TANISYS.

            11.2 Notwithstanding Section 11.1 above, it is TANISYS' 
responsibility to defend or otherwise  resolve at TANISYS' expense any 
dispute arising from a claim that the Products  infringe a third party's 
patent, due to specific components in Products manufactured  by TANISYS or 
purchased by TANISYS from any third source or due to the manufacturing  
process employed by TANISYS unless directly specified by SIEMENS'.

            11.3 If a third party alleges an infringement of its patent, then 
the party to this Agreement against  which this claim is raised shall 
immediately inform the other party and both parties shall  discuss how to 
handle such claim or lawsuit in the best way possible; such discussion 
limited to consultations only.

            11.4 SIEMENS shall indemnify and hold TANISYS harmless against 
any claims, costs and expenses  due to non-patent claims related to the 
Products which arise from TANISYS'  use of SIEMENS SUPPLIED Information or 
DRAMs supplied by SIEMENS.

            11.5 TANISYS shall indemnify and hold SIEMENS (and/or SIEMENS' 
Subsidiaries/Affiliates and/or its Customers) harmless against any claims, 
costs and expenses due to any other liability than SIEMENS liability as per 
Sections 11.1 and 11.4.  TANISYS may at SIEMENS' request maintain general 
comprehensive  liability insurance in a minimum amount of $------; in such 
case SIEMENS shall be named as an additional insured.  SIEMENS reserves the 
right to carry such general comprehensive liability insurance concurrent with 
existing SIEMENS insurance policies in effect.

            11.6 These indemnities are conditioned upon the party seeking 
indemnification promptly notifying the other party; making no admissions of 
liability and cooperating in the defense of the claim.

            11.7 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY 
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM PERFORMANCE 
UNDER THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY 
OF SUCH DAMAGES.

12.  ARBITRATION

            12.1  SIEMENS and TANISYS shall attempt in good faith to resolve 
any dispute arising out of or relating to this Agreement promptly by 
negotiation between executives who have authority to


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settle the controversy. The executive will be at the CEO, CFO or COO level 
and will not have had direct responsibility for administration of this 
Agreement. Either party may give the other written notice of any dispute not 
resolved in the ordinary course of business. Within fifteen (15) days after 
delivery of the notice the party receiving the notice shall submit to the 
other a written response.

The notice and response shall include a statement of the party's positions 
regarding the matter in dispute, a summary of arguments in support, and the 
name and title of the executive who will represent that party and any other 
person who will accompany that executive.  Within 30 days after delivery of 
the initial notice, the designated executives shall meet at a mutually 
acceptable time and place, and thereafter as often as they reasonably deem 
necessary to attempt to resolve the dispute. All reasonable request for 
information made by one party to the other shall be honored in a timely 
fashion.

All negotiations conducted pursuant to this Section 12 (and any of the 
party's submissions in contemplation hereof) shall be kept confidential by 
the parties and shall be treated by the parties and their respective 
representatives as compromise and settlement negotiations for purposes of the 
Federal Rules of Evidence and any similar state rules.

            12.2  If any matter in dispute arising under this Agreement has 
not been resolved within sixty (60) days after delivery of the notice or if 
the parties fail to meet within thirty days (30) days, the matter will be 
submitted to binding arbitration. Either party may initiate binding 
arbitration as contemplated herein.

Either party (the  claimant) may give written notice to the other 
(respondent) of its intention to arbitrate, which notice shall contain a 
statement setting forth the nature of the dispute, the amount involved, if 
any, and the remedy sought, and file with the appropriate office of the 
American Arbitration Association three copies of the notice and three copies 
of the arbitration provision of this Agreement, together with the appropriate 
filing fee as provided in the Schedule on page 21 of the AAA Commercial Rules 
as Amended and Effective on November 2, 1993.

The AAA shall give notice of such filing to the respondent which may file an 
answering statement in duplicate with the AAA within ten days after notice 
from the AAA, in which event the respondent shall at the same time send a 
copy of the answering statement to the claimant. If a counterclaim is 
asserted, it shall contain a statement setting forth the nature of the 
counterclaim, the amount involved, if any, and the remedy sought. If a 
counterclaim is made, the appropriate fee shall be forwarded to the AAA with 
the answering  statement. If no answering statement is filed within the 
stated time, it will be treated as a denial of the claim. Failure to file an 
answering statement shall not operate to delay the arbitration. 

            12.3  The AAA Commercial Arbitration Rules, as modified or 
revised by the provisions herein, shall govern these proceedings. The 
arbitration shall be conducted by three arbitrators, one selected by each 
party and the third selected by those two arbitrators. After the arbitrators 
are selected, the parties agree to try in good faith to settle the dispute by 
mediation administered by the American Arbitration Association under its 
Commercial Mediation Rules.

            12.4  The place of the arbitration proceedings shall be San 
Francisco, California if TANISYS initiates the arbitration and in Austin, 
Texas if SIEMENS initiates the arbitration. The decision of the arbitration 
panel shall be rendered in writing.


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            12.5 The parties agree that procedural rules will be those of the 
State in which the arbitration is to OCCUR, as amended by this Agreement. In 
addition, the parties agree that discovery will take place informally to the 
extent possible through document production, interrogatories limited to 
identification of witnesses and documents and no more than five (5) 
depositions per side.

13.  SUBSTANTIVE LAW

All disputes shall be settled in accordance with the provisions of this 
Agreement and all other Agreements regarding its performance, in accordance 
with the substantive law of the State identified in Section 12.4 (except for 
its conflict of laws provision) without reference to other law. The United 
Nations Convention on contracts for the International Sale of Goods of April 
1, 1980 shall not apply.

14.  CONFIDENTIALITY

            14.1 The parties undertake to keep secret, even after termination 
of this Agreement, Confidential  Information furnished hereunder insofar as, 
and as long as, it has not otherwise lawfully come into the public domain or 
the party which disclosed the information has not consented in writing that 
it may be disclosed to  third parties.

            14.2 The parties further agree that it will only use Confidential 
Information supplied under this  Agreement for purposes set forth in this 
Agreement.

            14.3 Information shall not be subject to the above 
confidentiality provisions to the extent that a party can demonstrate that 
the information

- is known to or is in the possession of that party before transmission by 
the other party; 

- became legally available to that party from a source other than the other 
party  or is in or passed into the public domain other than by reach of this 
Agreement; 

- is developed independently by that party; 

- the disclosure of which is expressly authorized by the other party.

            14.4 Except as required by law, neither party shall disclose the 
existence of this Agreement, including insurance coverage and values 
thereunder, except as mutually agreed.

15.  FORCE MAJEURE

Neither party shall be liable to the other for failure or delay in the 
performance of any of its obligations under this Agreement for the time and 
to the extent such failure or delay is caused by Force Majeure such as, but 
not limited to, riots, civil commotion, wars, hostilities between nations, 
governmental laws, orders or regulations, actions by the government or any 
agency thereof, storms fires, strikes, lockouts, sabotages, explosion or any 
other contingencies beyond the reasonable control of the respective party and 
of its sub-contractors or supplier. In such events, the affected party shall 
immediately inform the other party of such circumstances together with 
documents of proof, if any, and the performance of obligations hereunder 
shall be suspended during, but not longer than, the period of existence of 
such cause and the period reasonable required to perform the obligations in 
such cases.

Should a circumstance of Force Majeure continue without interruption for a 
period of more than six (6) months, then either party has the right to 
forthwith terminate this Agreement and/or the respective


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individual orders by registered letter. The parties may also negotiate for a 
reasonable extension or adjustment of this Agreement.

16.  TERM AND TERMINATION

            16.1 This Agreement shall be in effect for a period of two (2) 
years and shall be extended  automatically by periods of one year each unless 
terminated by written notice at least six (6)  months before the end of such 
2 year period or the end of a one year extension period. The  term of notice 
shall be six (6) months.

            16.2 This Agreement may by written notice be prematurely 
terminated with immediate effect by the party having such right as herein 
provided, and notwithstanding any other rights such party may have, upon the 
occurrence of either one or more of the events stated below:

- by either party if the other party voluntarily files a petition in 
bankruptcy or has such a petition involuntarily filled against it (which 
petition is not discharged within ninety (90) days after filing), or is 
placed in an insolvency proceeding, or if an order is entered appointing a 
receiver or trustee for a levy or attachment is made against a substantial 
portion of its assets which order shall not be vacated, set aside or stayed 
within thirty (30) days from date of entry, or if any assignment for the 
benefit of its creditors is made.

- by either party if the other has failed substantially in the performance of 
any material   contractual obligation, provided that such default is not 
remedied to the other party's   satisfaction, within sixty (60) days after 
written notice to the other party specifying the nature of such default and 
requiring remedy of the same.

            16.3 A waiver of any default by either party of any of the terms 
and conditions of this Agreement but shall apply solely to the instances to 
which such waiver is granted.

            16.4 In the event of termination of this Agreement, SIEMENS shall 
be entitled to request delivery of, and TANISYS shall be obliged to deliver, 
subject to the terms of this Agreement, all  quantities of Products ordered 
from TANISYS before the Effective Date of  termination.

17.  PROVISIONS COVERING THE TIME AFTER TERMINATION

            17.1 After termination of this Agreement, TANISYS shall continue 
to supply to SIEMENS according to the terms of this Agreement Products which 
SIEMENS needs in order to fulfill contractual delivery obligations which have 
been entered into on the basis of quotations before termination of this 
Agreement; SIEMENS will continue to meet its payment obligations under this 
Agreement.

            17.2 When this Agreement is terminated, either party shall, upon 
written request by the other, return all Confidential Information received, 
as well as all copies made of such Confidential Information.

            17.3 This Article 17 shall survive the termination of this 
Agreement.


                                      13

<PAGE>

18.  MISCELLANEOUS

            18.1 For orders placed by SIEMENS under this Agreement no other 
conditions than those specified herein shall be applicable.

            18.2 All changes and amendments to this Agreement must be in 
writing to be valid. This requirement of written form can only be waived in 
writing.

            18.3 Notices and communications between TANISYS and SIEMENS shall 
be given in writing or by  FAX or E-Mail in English Language to the following 
addresses of the parties or to such other address as the party concerned may 
subsequently notify in writing to the other  party:

                 If to TANISYS:   TANISYS Technology, Inc. 
                                  12201 Technology Blvd.
                                  Austin, TX 78727
                                  FAX: 512/258-3689

                 If to SIEMENS:   SIEMENS Components, Inc.
                                  10950 North Tantau Avenue
                                  Cupertino, CA 95014
                                  Attn: Mr. Kleinjan Du Preez, 
                                        Director, Memory Products
                                  FAX:  408/777-4974

            18.4 TANISYS shall not be permitted to assign this Agreement, or 
parts thereof, or any right or obligation hereunder, wholly or partially to 
any third party (which term includes "Subsidiaries") without the prior 
written consent of SIEMENS.  SIEMENS shall not be permitted to assign this 
Agreement, or rights or obligations hereunder, wholly or partially to any 
third party, without the prior written consent of TANISYS.  However, SIEMENS 
shall be permitted to assign the contract to any entity formed by or 
resulting from changes in the structure of SIEMENS activities in the U.S., so 
long as the resulting entity continues to be part of the Siemens family.

            18.5 If for any reason a court of competent jurisdiction finds 
any provision of this Agreement, or  portion thereof, to be unenforceable, 
that provision of this Agreement shall be enforced to the  maximum extent 
permissible so as to effect the intent of the parties, and the remainder of 
this Agreement shall continue in full force and effect.

            18.6 The titles to the Articles of this Agreement are for 
convenience or reference only and are not part of this Agreement and shall 
not in any way affect its interpretation.

            18.7 When this Agreement becomes effective, it shall constitute 
the entire understanding and agreement between the parties with respect to 
the manufacture of Products, and shall supersede and cancel all previous 
agreements, negotiations and commitments, either oral or written.

            18.8 All rights and remedies conferred under this Agreement or by 
any other instrument or law  shall be cumulative, and may be exercised 
singularly or concurrently.  Failure by either party  to enforce any 
provision of this Agreement shall not be deemed a waiver of further  
enforcement of that or any other provision.

            18.9 THE PARTIES agree to comply with all U.S. federal, state, 
and local laws and regulations that are applicable to the Products.


                                      14

<PAGE>

19.  EXPORT REGULATIONS

SIEMENS Information and supplies and products to be provided under this 
Agreement are subject to governmental export regulations and the obligations 
to provide same are subject to receipt of appropriate approvals.

TANISYS agrees to use the freight carrier so designated by SIEMENS which will 
handle all coordination, brokerage and customs activities for all export 
activity.

20.  ORDER OF PRECEDENCE

In the event of any contradiction occurring between the various documents 
contained in this Agreement, the order of precedence shall follow the order 
listed below with the first item (1) having first precedence and the last 
item enjoying lowest precedence.

1. This AGREEMENT:     SIEMENS TANISYS
2. ATTACHMENTs:        In ascending Order (A, B, ....)


                                      15

<PAGE>

IN WITNESS THEREOF, the parties hereto have caused this Manufacturing 
Agreement to be executed by their duly authorized representatives as of the 
date first written above.

TANISYS TECHNOLOGY, INC.                 SIEMENS COMPONENTS, INC.
__________________________               __________________________________



/s/ GARY W. PANKONIEN                    /s/ KLEINJAN DU PREEZ
__________________________               __________________________________
By                                       By

GARY W. PANKONIEN                        KLEINJAN DU PREEZ
__________________________               __________________________________
Printed Name                             Printed Name

PRESIDENT & CHIEF OPERATING OFFICER      DIRECTOR, MEMORY PRODUCTS
___________________________________      __________________________________
Title                                    Title


11/20/96                                 11/20/96
___________________________________      __________________________________
Date                                     Date


/s/ Joe O. Davis                         /s/ Christiane Walter

JOE DAVIS                                CHRISTIANE WALTER
___________________________________      __________________________________
Printed Name                             Printed Name

CHIEF FINANCIAL OFFICER                  DIRECTOR CORPORATE CONTROLLING
___________________________________      __________________________________
Title                                    Title


11/20/96                                 11/21/96
___________________________________      __________________________________
Date                                     Date


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