<PAGE>
                                                                   EXHIBIT 10.16



                            ARRIS INTERACTIVE/MITSUMI

                               ELECTRIC CO., LTD.

                             MANUFACTURING AGREEMENT

                                   JULY, 1997
<PAGE>
                             MANUFACTURING AGREEMENT
SECTION 1: DEFINITIONS                                                         4
SECTION 2: SCOPE OF WORK                                                       6
   2.1 Design of Products                                                      6
   2.2 Manufacturing of Products                                               6
   2.3 Manufacturing Primeship and Location                                    7
   2.4 Manufacturing Scheduling                                                7
   2.5 Quality Assurance                                                       7
   2.6 Repairs                                                                 7
   2.7 New Product Introduction                                                7
   2.8 Cost Reduction and Optimization                                         7
   2.9 Packaging                                                               8
   2.10 Program Coordination                                                   8
SECTION 3: PRICING AND PAYMENT TERMS                                           8
   3.1 Pricing of Product and Services                                         8
   3.2 Pricing of New Product(s)                                               9
   3.3 Payment                                                                 9
   3.4 Invoicing                                                               9
   3.5 Taxes                                                                   9
   3.6 Record Keeping                                                          9
SECTION 4: PURCHASE ORDERS                                                     9
   4.1 Purchase Orders                                                         9
   4.2 Acceptance of Purchase Orders                                           9
   4.3 Completion                                                              9
SECTION 5: PURCHASE ORDER RESCHEDULING/CANCELLATIONS                          10
   5.1 Rescheduling                                                           10
   5.2 Product Modifications                                                  10
   5.3 Cancellation                                                           10
   5.4 Cancellation Charges                                                   10
SECTION 6: FORECASTS                                                          11
   6.1 Product(s) Forecast                                                    11
SECTION 7: SHIPPING/DELIVERY/TITLE                                            11
   7.1 FOB Terms                                                              11
   7.2 Shipping                                                               11
   7.3 Delivery in Installments                                               11
   7.4 Title                                                                  11
   7.5 Late Delivery                                                          12
SECTION 8: MANUFACTURING CAPACITY                                             12
   8.1 Manufacturing Capacity                                                 12
SECTION 9: QUALITY                                                            12
   9.1 Quality Assurance                                                      12
   9.2 Failure Analysis                                                       13
   9.3 Inspection and Acceptance                                              13
SECTION 10: PREPRODUCTION                                                     13
SECTION 11: SPECIFICATIONS AND COMPONENTS                                     14
   11.1 Specifications                                                        14
   11.2 Customer Components                                                   14
   11.3 Programs                                                              14
   11.4 Design Transfer Process                                               14
SECTION 12: QUARTERLY OPERATIONS REVIEWS                                      15
   12.1 Reviews                                                               15
SECTION 13: ECNs, CHANGES AND ERRORS, AND EXCESS AND OBSOLETE MATERIALS       15
   13.1 Design Control                                                        15
   13.2 ECN Class Definitions and Applicability                               15
   13.3 Responsibility for Cost of ECNs and Actions                           15
   13.4 Changes and Errors                                                    15
   13.5 Approval of Major Changes and Errors                                  16
   13.6 Excess and Obsolete Materials                                         16
SECTION 14: DEVELOPED INFORMATION                                             16
SECTION 15: WARRANTY                                                          16
<PAGE>
   15.1 Manufacturer's Warranty                                               16
   15.2 Manufacturers Duties                                                  17
   15.3 Customer Warranty                                                     17
   15.4 Conforming Products                                                   17
   15.5 Incoming Inspection                                                   17
   15.6 DISCLAIMER.                                                           17
SECTION 16: Repairs                                                           18
   16.1 Repairs under Warranty                                                18
   16.2 Repairs out of Warranty                                               18
   16.3 Time Limitations                                                      18
   16.4 Repair Process                                                        18
SECTION 17: LIMITATION OF LIABILITY                                           18
   17.1 Exclusion of Certain Damages                                          18
   17.2 Time Limitations                                                      18
SECTION 18: INTELLECTUAL PROPERTY RIGHTS                                      19
   18.1 Manufacturer Indemnity                                                19
   18.2 No Other Rights                                                       19
SECTION 19: TERM AND TERMINATION                                              19
   19.1 Term                                                                  19
   19.2 Termination of Agreement                                              19
   19.3 Payment Obligations                                                   20
   19.4 Survival                                                              20
SECTION 20: GENERAL TERMS                                                     20
   20.1 Indemnification                                                       20
   20.2 Independent Contractor Status                                         20
   20.3 Confidential Information                                              20
   20.4 Freedom of Action                                                     21
   20.5 Trademarks and Trade Names                                            21
   20.6 Compliance with Governmental Legal Requirements                       21
   20.7 Export Controls                                                       21
   20.8 Force Majeure                                                         21
   20.9 Notice                                                                22
   20.10 Assignment                                                           22
   20.11 Governing Law                                                        22
   20.12 Waiver                                                               22
   20.13 Severability                                                         22
   20.14 Complete Agreement                                                   23
<PAGE>
                             MANUFACTURING AGREEMENT


THIS MANUFACTURING AGREEMENT (the "Agreement) is made effective as of the ____
day of 1997 (the "Effective Date") by and between Mitsumi Electric Co., Ltd. ,
8-8-2 Kokuryo-cho, Chofu-shi, Tokyo, 182 Japan (hereinafter "Manufacturer") and
ARRIS INTERACTIVE L.L.C., a limited liability company organized under the laws
of the State of Delaware, located at 3871 Lakefield Drive, Suwanee, Georgia,
30024 (hereinafter "Customer").

                                   WITNESSETH:


WHEREAS, Customer desires to have Manufacturer manufacture and assemble certain
Products (as hereinafter defined) pursuant to one or more Purchase Orders (as
hereinafter defined) issued by Customer in accordance with this Agreement; and

WHEREAS, Manufacturer desires to manufacture and assemble such Products for
Customer hereunder;


NOW, THEREFORE, Customer and Manufacturer, in consideration of the mutual
premises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, agree as follows:

SECTION 1:  DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined herein shall
have the meanings set forth below.

         "Affiliate" of a corporation shall mean its subsidiaries, any company
         of which it is a subsidiary, and other subsidiaries of such company.

         "Bill of Materials" shall mean a listing or reference for the Hardware,
         Firmware and Software components included in or required for the
         manufacture or assembly of the Products based on their Specifications.

         "Changes and Errors" shall mean material, manufacturing labor and
         engineering support incurred as the result of the implementation of
         product design changes resulting from engineering change notices
         ("ECNs") issued by the Customer, and applicable to manufacturing
         correction or rework of current production in process.

         "Components" shall mean parts, materials, firmware and software
         listings included in or required for the manufacturing of each Product,
         as provided in the Bill of Materials for such Product.

         "Days" shall mean calendar days, unless otherwise specified, provided
         that if a deadline falls on a Saturday, Sunday, or holiday, it shall be
         extended until the following regular business day.

         "Delivery" shall mean delivery of Products, FOB Manufacturer's
         facility.

         "Effective Date" shall mean the date first written above.
<PAGE>
         "Engineering Change Notice [ECN]" shall mean a Product design change,
         manufacturing specification change or process change initiated by the
         Customer to address product related issues potentially affecting the
         performance, reliability, safety, serviceability, cost,
         manufacturability or Form, Fit, or Function of the Products.

         "Excess and Obsolete" shall mean surplus in material inventory
         resulting from a reduction in production forecast by the Customer or as
         a result of a procurement strategic decision initiated by the Customer,
         and surplus material resulting from implementation of design changes
         and ECNs rendering Components obsolete.

         "Firmware" shall mean a combination of (1) hardware and (2) software
         represented by a pattern of bits contained in such hardware.

         "Form" shall mean physical size, appearance, layout, shape, and
         dimensions.

         "Fit" shall mean mounting, protocol and interface connections and
         operations (i.e., electrical or mechanical connections).

         "Function" shall mean product operation, functionality and features.

         "Intellectual Property Rights" shall mean any rights under patent,
         semiconductor chip protection, copyright, trade secret, trademark, or
         similar laws which would restrict the manufacture, assembly, or
         distribution of the Products or the subsequent use, sale, or repair of
         the Products as purchased by Customer from Manufacturer hereunder.

         "Known Product Defect" shall mean documented known field product issues
         requiring correction resulting from outstanding product ECNs or
         manufacturing defects.

         "Manufacturing and Design Documentation" shall mean materials and media
         provided to Manufacturer by Customer or third-party contractors,
         suppliers, or licensers acting at Manufacturer's request, in each case
         specifically for use in the manufacture and assembly of Products
         hereunder, including drawings, routings, Bill of Materials, schematics,
         circuit diagrams, Specifications, and test documents.

         "Nonrecurring Charges" shall mean charges for special engineering work
         or other activities listed under this designation in a Statement of
         Work.

         "Preproduction" shall mean the period proceeding standard manufacturing
         where initial pilot production runs are being produced to demonstrate
         product functionality, manufacturing processes and test yields.

         "Product Code" shall mean an identification code for each Product
         components; the .product code will include a product identification
         code and a vintage release number to provide traceability of product
         changes.

         "Purchase Order" shall mean an order to purchase a specific quantity of
         a Product submitted by Customer and accepted by Manufacturer in
         accordance with this Agreement, which refers to the type and volume and
         timing of Products to be manufactured and purchased; price terms;
         scheduled delivery dates (unless submitted on open delivery terms); and
         "sold to," and "ship to" addresses. The terms of this Agreement control
         over any printed terms on a purchase order, acknowledgment,
         confirmation, or invoice.
<PAGE>
         "RF Converter" shall mean printed circuit assembly which converts
         coaxial carried RF signals to a digital bit stream, manufactured by
         Manufacturer for Customer, and which specifications are listed in
         Exhibit "B".

         "Specifications" shall mean the description of the Product, performance
         and test requirements as provided through detailed drawings, in-process
         and final test criteria, or similar documentation.

         "Statement of Work" shall mean a document defining a specific task
         relating to a particular product or Service, documented and agreed on
         by Manufacturer and Customer, which refers to the Specifications for
         the Product or Service that the Manufacturer agrees to manufacture,
         assemble or perform pursuant to Purchase Orders Customer may submit
         hereunder. This Agreement may include multiple Statements of Work and
         each Statement of Work shall be considered a separate transaction. The
         statement of work shall be within the Scope of Work of this Agreement
         as described in Section 2 hereof. The Statement of Work price terms and
         applicable manufacturing and testing procedures for each Product will
         be set forth in a Statement of Work. A Statement of Work may be
         implemented by reference to a new or change in a particular product.

         "Tooling" shall mean all patterns, tools, jigs, dies, equipment.

         "Voice Ports" shall mean end subscriber located modules, manufactured
         by Manufacturer for Customer which interface with the cable network and
         provide standard or premium telephone or data services to the connected
         subscribers and which specifications are listed in Exhibit "B".

SECTION 2:  SCOPE OF WORK

Manufacturer agrees to perform for Customer the tasks and services described
hereafter, with respect to the Products described within this agreement and
according to the accepted schedules and budgets therein, as modified from time
to time by mutual agreement, under the specific direction of the designated
Technical Coordinator of Customer. Specific requirements from Customer will be
addressed with "Statements of Work" defining the task, schedules and budgets
items related to a specific requirement. Each Statement of Work will be within
the boundary of this Scope of Work, unless modified by mutual agreement.

2.1      DESIGN OF PRODUCTS.

         Manufacturer shall provide design and manufacturing services and
         coordinate with such of its affiliates or subcontractors to produce
         product(s) meeting the specifications in Exhibit "B" per the
         schedule(s) given in Exhibit "C" as they may be mutually amended.

2.2      MANUFACTURING OF PRODUCTS.

         Manufacturer shall manufacture and shall coordinate with such of its
         affiliates or subcontractors (as Customer agrees by written consent,
         which shall not be unreasonably withheld) and sell Products to
         Customer, and Customer shall order and purchase Products from
         Manufacturer, in accordance with the terms and conditions of this
         Agreement. Manufacturer shall deliver to Customers specified location
         only that quantity of Products specified in Customers Purchase Orders,
         at prices set forth in such Purchase Orders. Manufacturer shall be
         responsible for final assembly and system level testing of all products
         assembled and/or manufactured under this agreement. The initial product
         list to be manufactured by Manufacturer are outlined in Exhibit "A"
         herewith. Customer reserves the right to amend this product list from
         time to time based on market requirements.
<PAGE>
2.3      MANUFACTURING PRIMESHIP AND LOCATION.

         Manufacturer agrees that Customer has internally qualified Akita
         Mitsumi Co., Ltd., Japan facilities as the prime manufacturing
         facilities to perform all Manufacturer's obligations under this
         Agreement. Accordingly, Manufacturer shall not move or otherwise
         transfer production of any Products from this facility without the
         prior, written consent of Customer, which consent shall not be
         unreasonably withheld. Each party shall provide the other with
         reasonable .access to its facilities reasonably required in connection
         with the performance of each party's respective, obligations under this
         Agreement. Manufacturer can elect to use sub-contractors to manufacture
         sub-assemblies of a product. In such case, Manufacturer shall be
         responsible for any sub-contracting agreements concerning the
         manufacture of products sub-assemblies, the co-ordination of
         manufacturing schedule and the overall quality of the finished
         products.

2.4      MANUFACTURING SCHEDULING

         Manufacturer shall coordinate the manufacturing scheduling and material
         planning with regard to the Products to be manufactured with all
         necessary affiliates and subcontractors and shall manage the overall
         production plan and shipments thereunder in accordance with the
         Manufacturing Forecast provided by Customer in accordance with Section
         6 hereof, and the Delivery Dates set forth in the Purchase Orders.

2.5      QUALITY ASSURANCE.

         Manufacturer shall build and test the Products in accordance with the
         test procedures and specifications as developed by Manufacturer and
         agreed to by Customer. Manufacturing test data will be maintained by
         Manufacturer for at least two (2) years from the date of such test and
         will be available for inspection by Customer during normal business
         hours upon reasonable notice.

2.6      REPAIRS

         Manufacturer shall manage the Repairs process in accordance to Section
         16 of this Agreement.

2.7      NEW PRODUCT INTRODUCTION

         Upon Customer request, Manufacturer shall provide timely
         manufacturability assessment, test and production engineering support
         for new and cost reduced Product that is proposed to be introduced by
         Customer. Customer shall use commercially reasonable efforts to provide
         a forward view of the Product development plan and timing for new
         products. Each new Product will be addressed with a separate Statement
         of Work defining the deliverables and schedules.

2.8      COST REDUCTION AND OPTIMIZATION.

         Manufacturer shall use its best efforts to aid Customer with respect to
         its cost reduction of the Products and shall procure materials and
         services for the Products such that the lowest overall Product cost is
         achieved. Manufacturer shall work with Customer to optimize the
         manufacturing of the Products. In the event that lower total product
         cost can be achieved through outside subcontracting of manufacturing of
         specific Products, Manufacturer and Customer shall use their best
         efforts to transfer out manufacturing of these Products by the
         Manufacturer in favor of the lower total cost option.
<PAGE>
2.9      PACKAGING

         Packaging shall be in accordance with Customer's standards, unless
         otherwise mutually agreed in writing. Customer shall specify in each
         Statement of Work, or otherwise as agreed by the parties, the
         trademarks and trade dress features to appear on the Products and the
         publications to be included in packaging.

2.10     PROGRAM COORDINATION.

         Each party shall appoint Program coordinators to provide operational,
         commercial and technical liaison with the other party hereto in
         connection with the manufacture and the delivery of the Products. Each
         coordinator shall be responsible to provide the official point of
         interface within each party and will be prime to the provide
         coordination within their respective organization for all aspect of the
         execution of this agreement.

         Manufacturer Program Coordinator:
         Takeshi Naito
         Phone; 81-3-3489-3800
         Fax; 81-3-3488-1228

         Customer Program Coordinator:
         Jeff Milway
         Phone; 770-622-8644
         Fax; 770-622-8645

SECTION 3: PRICING AND PAYMENT TERMS

3.1      PRICING OF PRODUCT AND SERVICES

         Pricing for each Product units shall be mutually agreed upon by the
         parties and shall be defined as follow:

         (i) a pricing schedule for current Products to be manufactured by
         Manufacturer on a "standard production" basis (Exhibit "A");
         (ii) a pricing schedule for repair services (Exhibit "D");

         All prices are in U.S. dollars unless otherwise stated.

         Exhibits "A" and "D" are incorporated herein by reference. Manufacturer
         will sell Products and Services to Customer at the prices indicated on
         such Exhibits. Changes to pricing schedules shall be mutually agreed on
         by the parties in connection with each material change in an applicable
         Bill of Materials for each Product. The parties understand that, during
         the term hereof, different Products may be manufactured and sold to
         Customer by Manufacturer upon mutual agreement of the parties.
         Manufacturer and Customer may agree to amend pricing schedules
         accordingly. The pricing in Exhibits "B" is subject to periodic review
         and change by written agreement of the parties.

         Unless otherwise expressly stated in writing, Manufacturer's prices are
         exclusive of charges for Product(s) transportation and other related
         services, and any sales or other tax or duty which Manufacturer may be
         required to collect or pay upon the ordered transaction. Premium
         transportation may be used with Customer's concurrence to expedite
         delivery but only upon Customer's written request and expense. Premium
         transportation shall be used by Manufacturer, at its own cost, if
         necessary to meet Order delivery dates.
<PAGE>
3.2      PRICING OF NEW PRODUCT(S)

         Prices for new Product units shall be mutually agreed upon by the
         parties and shall be defined according to section 3.1 of this
         agreement.

3.3      PAYMENT

         Payment terms are net/45 days from the date Manufacturer issues an
         invoice.

3.4      INVOICING

         Manufacturer may invoice for Products upon completion and shipment of
         such Products pursuant to Purchase Orders. To the extent Manufacturer
         is entitled to do so under a Statement of Work, Manufacturer may
         invoice monthly for other Services performed, if any, as set forth in
         the applicable Statement of Work.

3.5      TAXES

         Customer shall be responsible for sales, use, or custom taxes or duties
         resulting from the sale or shipment of Products in accordance with its
         Purchase Orders. Customer shall provide tax exemption numbers, if
         applicable, for such purchases.

3.6      RECORD KEEPING

         Manufacturer shall its maintain records and shall implement mutually
         agreeable accounting classifications such that charges to Customer are
         separately identified.

SECTION 4: PURCHASE ORDERS

4.1      PURCHASE ORDERS

         Customer will provide Purchase Order(s) on a monthly basis, as its
         needs require. Such Purchase Order(s) will cover a forward period of a
         minimum of 60 days.

4.2      ACCEPTANCE OF PURCHASE ORDERS

         Manufacturer shall accept Purchase Orders conforming to the
         requirements of this Agreement and Statements of Work then in effect.
         Manufacturer shall indicate its acceptance of proposed Purchase
         Order(s) by written acknowledgment of the Purchase Order(s) for
         quantity and delivery timing requested within ten (10) days after its
         receipt thereof. Customer shall expect that delivery quantities and
         timing will be as requested provided that such quantities are within
         the Product(s) Forecast.

4.3      COMPLETION

         Upon acceptance of each Purchase Order, Manufacturer will manufacture
         and assemble the Products called for by such Purchase Order, conduct
         final testing, and package the Products in accordance with the
         Products' Specifications.
<PAGE>
SECTION 5: PURCHASE ORDER RESCHEDULING/CANCELLATIONS

5.1      RESCHEDULING

         Manufacturer agrees to use commercially reasonable efforts to
         accommodate Customer's requests for rescheduling (both acceleration and
         delay), from time to time. Before accepting such rescheduling requests,
         Manufacturer may quote applicable charges resulting from changes in
         costs associated with such rescheduling to Customer. If the parties are
         unable to agree on such changes in charges, then Manufacturer shall
         deliver the Products as initially agreed, subject to Customer's right
         to cancel Purchase Orders as provided herein.

5.2      PRODUCT MODIFICATIONS

         Manufacturer agrees to use commercially reasonable efforts to
         accommodate changes in versions of a Product within a reasonable time
         after receiving a written request for such change.

5.3      CANCELLATION

         Customer may, by written notice, cancel shipments of Products that are
         scheduled for delivery more than thirty (30) days after Manufacturer's
         receipt of such notice. Upon Manufacturer's receipt of a notice of
         cancellation, Manufacturer shall stop work on the canceled Portion of
         existing Purchase Orders immediately. Manufacturer agrees to use its
         best efforts to return, reuse, or sell any Manufacturer Components that
         comprise the canceled portion of the applicable Purchase Order and
         Manufacturer will use its best efforts to effectively minimize all
         other costs associated with such cancellation.

5.4      CANCELLATION CHARGES

         With respect to canceled Purchase Orders, Customer agrees to pay
         Manufacturer:

         (a)       For Components (other than items paid for by Customer)
                   acquired solely for the execution of such Purchase Order,
                   Customer shall pay to Manufacturer, Manufacturer's actual
                   costs for such Components, minus amounts saved as a result of
                   any return, reuse, or sale of such Components; plus

         (b)       For completed work and work in progress that cannot be used
                   to fill other orders, Customer shall reimburse Manufacturer's
                   costs for actual and reasonable labor and supplies incurred
                   pursuant to Customer's Purchase Orders up to the date of
                   receipt of notice of cancellation.

         (c)       Customer shall be responsible for long lead-time materials
                   purchased by Manufacturer, with prior written approval from
                   Customer, outside the immediate 60 day Firm Purchase Order
                   period.

         In no event shall cancellation charges set forth previously exceed the
         price of the Products covered by the canceled portion of the Purchase
         Order.

         Manufacturer will provide Customer with documentation adequate to
         support its claim for cancellation charges. Components and completed
         work and work in progress that are paid for by Customer pursuant to
         such cancellation charges shall be Customer's property and shall be
         held or delivered to Customer as Customer may reasonably request
         Notwithstanding the foregoing, Customer shall have no obligation to pay
         cancellation charges if the cancellation is occasioned by the failure
         of Manufacturer to perform its obligations under this Agreement.
<PAGE>
SECTION 6: FORECASTS

6.1      PRODUCT(S) FORECAST

(a)      Customer shall provide its Product(s) forecasts in the following
         manner:
<TABLE>
<CAPTION>
         Days from Shipment                         Required Specifically
         ----------------------------------------------------------------
         <S>                                         <C>
         0  to 60 Days                               Firm Order
         61 to 90 Days                               30% variation from previous forecast
         91 to 120 Days                              75% schedule variation from previous forecast
         12 months                                   Rolling forecast updated quarterly
</TABLE>

(b)      Orders shall be managed in weekly intervals within the immediate 90 day
         period and monthly within the rest of the 12 month period. Customer
         shall provide monthly forecasts and except as provided in a Purchase
         Order, forecast information shall be for planning purposes only and
         shall not represent Customers commitment to purchase any or all of such
         units or create any other obligation whatsoever by Customer beyond the
         immediate 60 day period.

(c)      Manufacturer shall provide acknowledgment and factory delivery
         commitments to the above requirements within 5 working days for 0 to 60
         day requirements and 10 working days for 61 day and over requirements.

(d)      Manufacturer will provide weekly shipment reports detailing all Product
         Codes shipped, quantity, value and "Ship to" customer.

SECTION 7:  SHIPPING/DELIVERY/TITLE

7.1      FOB TERMS

         All deliveries of Products covered under this Agreement shall be made
         Manufacturer FOB Manufacturer's facility freight collect, or prepaid by
         Manufacturer and charged to Customer per Invoice. Customer may specify
         the carrier by so indicating within a mutually agreeable, reasonable
         period of time prior to shipment. If Products are designated for
         export, Customer is responsible for assuring compliance with applicable
         export laws, and Customer will provide Manufacturer with instructions
         for the handling of such export shipments.

7.2      SHIPPING

         Shipping will be planned to meet commitments with the most economical
         shipping arrangements for both Customer and Manufacturer. All shipments
         will be marshaled and Product(s) may not be shipped incomplete, except
         as may be mutually agreed to by the parties.

7.3      DELIVERY IN INSTALLMENTS

         Manufacturer may fill a Purchase Order in installments, but only in
         mutually agreeable partial quantities and at mutually agreeable
         intervals. Manufacturer may not Ship incomplete Products at any time,
         unless pre-approved by Customer.

7.4      TITLE

         Title to any Manufacturer Components included in the Products will pass
         to Customer upon the earlier of delivery to Customer or Manufacturer's
         receipt of payment for such items. To the extent not otherwise provided
         in this paragraph, title to Products will pass to Customer at point of
<PAGE>
         shipment. Customer Components shall be held by Manufacturer as on
         consignment from Customer and shall be accounted for by Manufacturer
         and cared for in accordance with commercially reasonable standards.
         Title to Customer Components will remain with Customer, but
         Manufacturer shall have a purchase money security interest against the
         Products until receipt of payment from Customer.

7.5      LATE DELIVERY

         Manufacturer agrees that it shall deliver the Products ordered by
         Customer hereunder on, or not earlier than 10 calendar days before, the
         Delivery Dates specified in the Purchase Orders. Manufacturer shall
         immediately notify Customer of any anticipated late deliveries and any
         impending plant or facility shutdowns for any reason; including
         vacation, tool repair, labor difficulties or governmental order, which
         may adversely impact the scheduled Delivery Dates. In the event that
         Manufacturer is delinquent on delivering a Product to Customer for
         reasons other than a force majeure, Manufacturer shall deliver such
         Product to Customer in the most expeditious manner possible and the
         payment of premium transportation costs associated with the delivery of
         the Product shall be at Manufacturers expense. Furthermore, any
         deliveries made more than 30 days beyond the Delivery Date specified in
         s Purchase Order shall result in Manufacturer being required to prepare
         a written corrective action plan and delivering such to Customer,
         specifying the causes for such delay and the corrective action to be
         taken as a result thereof, and Customer shall have the right to
         terminate the Purchase Order to which such delivery relates without any
         liability for such termination.

SECTION 8: MANUFACTURING CAPACITY

8.1      MANUFACTURING CAPACITY

         Manufacturer warrants that it currently has the installed capacity to
         produce manufacturing output of 10,000 RF Converters per month.
         Manufacturer agrees to use its best efforts to accommodate capacity
         increases if requested by Customer, from time to time. Notwithstanding
         the foregoing, Manufacturer agrees that it will accommodate an increase
         in capacity within 90 days with a preapproved forecast or 180 days from
         the date of request of production output.

SECTION 9: QUALITY

9.1      QUALITY ASSURANCE

         Prior to first Production start for each Product(s), Manufacturer shall
         provide Customer with a specific product quality plan satisfactory to
         Customer.

         Manufacturer agrees that all shipments and products shall be verified
         for compliance with the agreed Customer's test specifications for each
         Product(s); test and verification records will be logged and kept
         available for a period of 24 months from the period of shipment for
         each Product(s).

         Further, the parties agree that regular quality reviews will be held no
         less frequently than on a quarterly basis at such time and place as
         mutually agreed to by the parties. Reasons for such meetings may
         include, but shall not be limited to:
         (a) Review of quality acceptance criteria;
         (b) Review of test process for quality or cost improvement;
<PAGE>
         (b)      Quality performance and receiving inspection/installation
                  results;
         (c)      Corrective action results/change control; and
         (d)      Field problem reviews and regulatory impacts.

         In addition, Manufacturer agrees to:

         (a)      Respond in a timely manner to Customers quality related
                  corrective action requests as a result of quality
                  non-conformance;
         (b)      Allow inspections and periodic quality audits by Customer to
                  determine product conformance to quality criteria and
         (c)      Manufacture Products in compliance with applicable
                  requirements hereunder and as required by law.

         Manufacturer shall notify Customer promptly of product(s) or quality
         issues identified in the course of the manufacturing process. Customer
         shall provide prompt technical assistance to Quality and Product
         related issues. Manufacturer has the right to stop manufacturing lines
         to limit product defects exposure, except as otherwise provided herein.

9.2      FAILURE ANALYSIS

         Manufacturer agrees to support Customer in the performance of failure
         Root Cause analysis such that product issues can be solved at the
         source.

         Customer agrees to share with Manufacturer all pertinent data that can
         improve product quality of process reliability.

9.3      INSPECTION AND ACCEPTANCE

         Customer may notify Manufacturer in writing of particular deficiencies
           in the Products, from time to time, but failure to give such notice
           of such deficiencies shall not prejudice warranty claims hereunder.
           Products will be deemed accepted by Customer if a notice of
           deficiency is not received by Manufacturer within fifteen (15) days
           after Customer's receipt of the Products. Manufacturer's
           responsibility for deficiencies shall be as provided for under the
           warranty provisions of this Agreement.

SECTION 10: PREPRODUCTION

         When, requested, Manufacturer shall support Customer in the
         introduction of New Product(s) throughout the preproduction product
         cycle including the following tasks;

         (a)      Manufacturability assessment
         (b)      Product testability assessment
         (c)      Component sourcing
         (c)      Manufacturing and test process design
         (d)      Manufacturing launch

         The Preproduction tasks required, for each "new Product will be covered
         by specific Statements of Work.
<PAGE>
SECTION 11:       SPECIFICATIONS AND COMPONENTS

11.1     SPECIFICATIONS

         Customer shall have primary responsibility for the preparation of
         Specifications for the Product. Customer shall provide Manufacturer
         with copies of preliminary, working draft, and completed portions of
         the Specifications for review. The parties agree to cooperate with each
         other to implement changes to the Specifications made by Customer from
         time to time. The parties shall jointly review the impact of such
         changes, and, in the event Manufacturer reasonably believes that any
         such change will affect the work performed by Manufacturer under this
         Agreement, it shall notify Customer and advise Customer of any such
         effect, including any impact on the manufacture or assembly of the
         Product, design considerations, and the costs to be incurred by
         Manufacturer and Customer as a result of such changes.

11.2     CUSTOMER COMPONENTS

         Customer may identify to Manufacturer certain Components that must be
         used in the manufacturing of the Product. Either these Components may
         be consigned by Customer or Manufacturer may be directed by Customer to
         purchase such components from Customer's approved vendor list ("AVL").
         If Manufacturer offers alternatives to Customer's AVL, the alternative
         must be approved in writing by Customer prior to use in production of
         Products.

11.3     PROGRAMS

         If third party Software is incorporated in the Products, procurement of
         such Software shall be the responsibility of Manufacturer or Customer
         as set forth in the applicable Statement of Work or Bill of Materials.
         Any restrictions or payment obligations imposed by the original source
         on Manufacturer's or Customer's use or handling of such Software shall
         be set forth in a separate signed writing. There shall be no payment or
         reimbursement obligation on Customer's part for programming obtained or
         provided by Manufacturer unless such payments or reimbursements are set
         forth in a Bill of Materials that indicates that Customer has accepted
         such obligation. Title to any Programs and other Proprietary
         Information provided by Customer to Manufacturer (by license or
         otherwise) to be used in the manufacturer of Products will remain with
         Customer and Manufacturer shall use such Programs and other Proprietary
         Information solely for the purpose contemplated by this Agreement.
         Customer hereby grants to Manufacturer a personal and nonexclusive
         license to use the Programs in and for the Products during the term of
         this Agreement. Manufacturer may only make such copies of the Programs
         as are necessary for it to perform its duties hereunder, plus one copy.
         Manufacturer shall immediately return such Programs, permitted copies
         and Proprietary Information to Customer upon termination of this
         Agreement.

11.4     DESIGN TRANSFER PROCESS

         It is expected that Manufacturer provide capability to allow electronic
         transfer of all design information. The actual extent and format of
         product design information shall be mutually agreed.
<PAGE>
SECTION 12:       QUARTERLY OPERATIONS REVIEWS

12.1     REVIEWS

         Customer and Manufacturer agree to review quarterly the business
         performance of each party. Such review shall include items such as
         product delivery, production forecast, product performance, quality,
         pricing, and new designs.

SECTION 13:       ECNS, CHANGES AND ERRORS, AND EXCESS AND OBSOLETE MATERIALS


13.1     DESIGN CONTROL

         Customer shall be the sole design authority for the Products and as
         such may issue, from time to time, Engineering Change Notices [ECNs].
         Customer shall retain engineering control over the entire Product,
         including Components, sub-assemblies and all other data and material.

         Manufacturer shall provide on request, to the Technical Coordinator of
         Customer, process information and specifications, Bills of Materials,
         updated versions of all drawings, tool drawings, manufacturing and test
         documentation, software, and other Information as may be reasonably
         required for the manufacture of the Products ("Manufacturing Data")
         promptly after such material has been created and thereafter at the
         request of Customers Program Coordinator. Such information shall be
         furnished in English.

13.2     ECN CLASS DEFINITIONS AND APPLICABILITY

         "Class 1 ECNs" apply to hazardous conditions or inoperative conditions
         and must be implemented immediately for all new production, work-in
         process and stock on hand in Manufacturer's facilities. "Class 2 ECNs"
         apply to Products that fail published specifications or experience
         excessive field failure rates which must be implemented on any new
         production after a planned, mutually agreed to, implementation date as
         soon as possible, "Class 3 ECNs" apply to new feature, cost
         improvement, or material substitution on Products and shall be
         implemented on any new production after a planned, mutually agreed to,
         implementation date. "Class 4 ECNs" apply to new feature, cost
         improvement, or material substitution on products after a planned
         implementation date determined by Manufacturer to minimize scrap
         material costs. "Class 5 ECNs" shall be issued by Customer which apply
         to new Products produced by Manufacturer indicating product acceptance
         by Customer. Customer shall issue ECN's to Manufacturer from time to
         time and the responsibility for the costs of such ECN's is set forth in
         Section 13.3.

13.3     RESPONSIBILITY FOR COST OF ECNS AND ACTIONS

         Charges for ECN's needed due to product specification error/changes are
         the responsibility of Customer. All other charges due to ECN's are
         responsibility of Manufacturer.

13.4     CHANGES AND ERRORS

         Customer is responsible for costs of Changes and Errors resulting from
         Engineering Design Changes requested by the Customer and shall be
         billed for such costs by Manufacturer. Manufacturer is responsible for
         all Changes and Errors resulting from defects in workmanship and
         resulting from Engineering Design Changes requested by the
         Manufacturer.
<PAGE>
13.5     APPROVAL OF MAJOR CHANGES AND ERRORS

         All costs of Changes and Errors in excess of $10,000 must be
         pre-approved in writing by Customer. Manufacturer shall provide monthly
         Changes and Errors reports to Customer in a format as shall be mutually
         agreed.

13.6     EXCESS AND OBSOLETE MATERIALS

         Customer is responsible for all costs resulting from a reduction in
         forecast exceeding the ordering rules outlined in Section 6.1 and
         Customer is responsible for all obsolete material resulting from
         engineering design changes requested by Customer. Manufacturer is
         responsible for the cost of all other Excess and Obsolete materials.
         Customer will accept Excess and Obsolete charges at the time of the
         final disposition of such material to the extent Customer is
         responsible: for such changes as outlined above. Manufacturer and
         Customer shall review such Excess and Obsolete materials monthly to
         ensure compliance with the terms herein.

SECTION 14:       DEVELOPED INFORMATION

         The parties agree that Manufacturer is performing research or
         development activities, manufacturing and assembly services for
         Customer and it is specifically agreed that Customer is not conferring
         on Manufacturer any Intellectual Property Rights or licenses concerning
         Customer's Products and that all design plans are the Property of
         Customer. If Manufacturer does design or develop anything related to
         Customers Products and Product designs, such "Improvements" shall be
         promptly disclosed to Customer and they shall be considered "work for
         hire" and belong to Customer or alternatively Manufacturer agrees to
         promptly disclose to Customer any such "Improvement" and assign all
         such rights exclusively to Customer. "Improvements" shall include
         improvements, changes, additions, and modifications to Customer's
         Product design and Intellectual Property, but shall not include
         Manufacturer's general practices and knowledge, pre-existing
         intellectual property, designs, and individual components and other
         intellectual property not specifically related to the Product.

SECTION 15:       WARRANTY

15.1     MANUFACTURER'S WARRANTY

         Manufacturer warrants that the Products manufactured hereunder, under
         normal use and service, will be free from defective material and faulty
         workmanship and will perform in accordance with Customers applicable
         Specifications for a period, of 20 months from the date of manufacture;
         provided, however, that Manufacturer shall have no liability for any
         defects as a result of specification flaws. This warranty does not
         apply to items normally consumed in operation, such as lamps and fuses.
         Manufacturer's sole obligation and Customer's exclusive remedy under
         this warranty is limited to the replacement or repair, at Manufacturers
         option and expense, of the defective Products, and such obligation and
         remedy are conditioned upon the Products not having been altered by any
         party other than Manufacturer without Manufacturer's prior written
         consent, and the defect not being the result of mishandling, abuse,
         misuse or improper storage, operation, or maintenance, or other causes
         not imputable to Manufacturer and upon the Products not having been
         damaged by fire, explosion, power failure, or any act of nature or
         public enemy. Repair or replacement Products furnished during the
         warranty period shall be warranted for a period of one hundred and
         twenty (120) days or the remainder of the original warranty whichever
         is longer. The aforementioned warranties shall inure to Customer, its
         successors and assigns, and those who
<PAGE>
         purchase or use each Product Manufacturer warrants that the Product
         delivered to Customer is free and clear of all liens and encumbrances.

15.2     MANUFACTURERS DUTIES

         Manufacturer shall maintain product test logs for all products shipped
         for a period of 24 months and shall make such information available to
         Customer on request. Product related issues identified in field returns
         shall be documented by Manufacturer and reported in writing to Customer
         as soon as practicable. Manufacturer shall assist Customer in
         performing root cause analysis of field failures and make such
         information available to Customer on request. Manufacturer shall have
         no responsibility for defects in Customer Components with no design
         root cause; but Manufacturer agrees to cooperate in processing
         applicable third-party warranty claims and in taking advantage of
         remedies, if any, available from the original sources of such Customer
         Components. Issues resulting from Warranty administration must be
         reported monthly in writing by Manufacturer and both parties shall use
         their best efforts to achieve prompt resolution of any open issues.

15.3     CUSTOMER WARRANTY

         Customer warrants it has the right (1) to consign Customer Components
         to Manufacturer for incorporation in the Products in accordance with
         the Manufacturing and Design Documentation and (2) to authorize
         Manufacturer to use, for purposes of manufacturing and assembling the
         Products hereunder, any information provided by Customer and contained
         in the Manufacturing and Design Documentation.

15.4     CONFORMING PRODUCTS

         For Products that are returned to Manufacturer by Customer for warranty
         repair or replacement and are found by Manufacturer to conform to the
         Product Specifications and such conformity is verified by Customer,
         Customer shall pay Manufacturer shipping charges and duties.

15.5     INCOMING INSPECTION

         All incoming lots are subject to sampling and inspection according to
         MIL STD-105D, level 2, normal inspection, single sampling, AQL level =
         1.0. Lots will be subject to acceptance or rejection as per the above
         criteria. Rejected lots will be submitted to the Manufacturer for 100%
         inspection and correction. Customer and Manufacturer reserve the right
         to reject any defective units, regardless of whether the lot as a whole
         is accepted or rejected. A unit is considered defective if it (or any
         section of it) fails to work or it fails to meet any specification
         listed in this document. Units exhibiting inadequate or poor
         workmanship may also be considered defective.

15.6     DISCLAIMER.

         THE FOREGOING WARRANTIES AND REMEDIES CONSTITUTE THE ONLY WARRANTIES
         WITH RESPECT TO PRODUCTS AND ARE CUSTOMER'S EXCLUSIVE REMEDIES IN THE
         EVENT SUCH WARRANTIES ARE BREACHED. SUCH WARRANTIES ARE IN LIEU OF ALL
         OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPUED.
         INCLUDING WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO ANY OTHER
         SERVICES PROVIDED BY MANUFACTURER HEREUNDER OR OTHERWISE, AND ANY
         WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
         NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
         CONSEQUENTIAL DAMAGES OF ANY NATURE FOR ANY REASON.
<PAGE>
SECTION 16:       REPAIRS

         Manufacturer agrees to provide repairs services for Product it
         manufactures. Stock classes applicable to repairs are set forth in
         Exhibit "F".

16.1     REPAIRS UNDER WARRANTY

         Manufacturer is responsible for the cost of repairs where workmanship
         defects are identified, subject to the terms set forth in section 15.
         Customer shall be responsible for costs of repair where specification
         related defects are identified. Manufacturer can replace product with
         "like for like" replacement Class B stock.

16.2     REPAIRS OUT OF WARRANTY

         The price schedule for out of warranty repairs is set forth in Exhibit
         "D".

16.3     TIME LIMITATIONS

         Manufacturer must retain repair capabilities for the product component
         set forth in Exhibit "A" for a period of 7 years.

16.4     REPAIR PROCESS

         a)        Manufacturer shall coordinate the management of repairs and
                   returns, and shall coordinate the management of repairs and
                   returns with such of its affiliates or subcontractors (as
                   Customer agrees by written consent, which shall not be
                   unreasonably withheld).

         b)       Manufacturer shall proceed with the repair of Class C
                  product(s) as defined in Exhibit "E" within twenty-one (21)
                  calendar days from the date of receipt at Manufacturer's site.
                  In the event that any Product is not capable of being repaired
                  by Manufacturer on a timely basis, it shall be replaced with a
                  Class A Product as defined in Exhibit "E".

         c)       Manufacturer shall establish return depots in North America
                  and Japan.

SECTION 17:       LIMITATION OF LIABILITY

17.1     EXCLUSION OF CERTAIN DAMAGES

         IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
         INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE, OR
         DATA OR INTERRUPTION OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE
         LABELED IN TORT, CONTRACT, OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2     TIME LIMITATIONS

         Actions by either party, however asserted, other than in respect of any
         infringement of Intellectual Property Rights, shall be commenced within
         two years from the date the cause of action accrues.
<PAGE>
SECTION 18:       INTELLECTUAL PROPERTY RIGHTS

18.1     MANUFACTURER INDEMNITY

         Manufacturer, at its own expense, shall protect, defend, hold harmless,
         and indemnify Customer and any subsequent owner of the Products, and
         shall pay any damages, agreed upon settlement amounts, or necessary
         costs (including attorney fees and fines) finally awarded with respect
         to all proceedings or claims against it or them for the infringement of
         any Intellectual Property Rights resulting from Manufacturer's
         manufacture and assembly processes or the use of Manufacturer
         Components where such use necessarily and solely causes the
         infringement. Manufacturer shall not have any liability hereunder based
         on (1) required compliance by Manufacturer with manufacturing and
         design documentation originating with and furnished by Customer (or the
         combination. of the Products with other apparatus not included in the
         deliveries to Customer), if such compliance (or combination)
         necessarily and solely gives rise to such proceedings or claims; (2)
         infringement or alleged infringement caused solely by Customer
         Components; or (3) infringements resulting from modifications or
         alterations made after shipment by Manufacturer. Customer shall not
         agree to settle any such proceeding or claim without ~e written consent
         of Manufacturer, which consent shall not be unreasonably withheld.

18.2     NO OTHER RIGHTS

         Except for any licenses and immunities that are expressly granted by
         this Agreement, nothing in this Agreement or any course of dealing
         between the parties will be deemed to create a license from either
         party to the other of any Intellectual Property Right, whether by
         estoppel, implication, or otherwise.

SECTION 19:       TERM AND TERMINATION

19.1     TERM

         This Agreement shall commence on the Effective Date and shall be in
         effect until December 31, 1998 Thereafter, this Agreement shall
         automatically renew for successive terms of one year unless and until
         terminated pursuant to Section 19.2.

19.2     TERMINATION OF AGREEMENT

         This Agreement may be terminated by either party at any time upon the
         occurrence of any one or more of the following events of default:

         (a)      The other party defaults in the performance of any material
                  requirement or obligation under this Agreement or any other
                  written agreement between the parties concerning the subject
                  of this Agreement, and such default is not cured within 20
                  days after written notice of such default is sent to such
                  party;

         (b)      Customer fails to make (in full) any payment required by this
                  Agreement to Manufacturer on the date due, and fails to cure
                  such default within 20 days after written notice of such
                  default is sent to Customer; or

         (c)      The other party ceases to do business, makes a composition or
                  assignment for the benefit of its creditors, makes a general
                  arrangement with its creditors concerning any extension or
                  forgiveness of any of its secured debt, becomes bankrupt or
                  insolvent, suffers or seeks the
<PAGE>
                  appointment of a receiver to the whole or any material part of
                  its business, takes any action to liquidate or wind up the
                  whole or any material part of its business, is found subject
                  to any provisions of any bankruptcy code concerning
                  involuntary bankruptcy or similar proceeding, or suffers a
                  material adverse change in its financial position such that
                  payments hereunder may be affected or delayed by a creditor or
                  administrator of the business of the other party.

         In addition, either party may terminate this Agreement for convenience
         on a 9 months prior written notice to the other party.

         In the event of termination of this Agreement, Manufacturer agrees that
         the Customer will have the option to purchase the dedicated test
         equipment, texturing and tools used for the manufacturing and test of
         the Product(s). Manufacturer agrees to sell such equipment at actual
         depreciated book value at the time of termination.

19.3     PAYMENT OBLIGATIONS

         No termination of this Agreement shall release Customer from any
         obligation to pay Manufacturer any amount that has accrued or become
         payable at or prior to the date of termination.

19.4     SURVIVAL

         Notwithstanding any termination of this Agreement, the provisions of
         Section 20.3 shall continue in accordance with its terms.

SECTION 20:       GENERAL TERMS

20.1     INDEMNIFICATION

         Each party shall indemnify and defend the other party against all
         claims, suits, losses, expenses, and liabilities for bodily injury,
         personal injury, death, and property damage directly or indirectly
         caused by any Products or through the intentional acts or negligence of
         such party or of any person for whose actions said party is legally
         liable. Both parties shall carry and maintain liability insurance
         coverage to satisfactorily cover its obligations under this Agreement.

20.2     INDEPENDENT CONTRACTOR STATUS

         Each of the parties hereto shall conduct the work to be performed
         hereunder as an independent contractor and not as an agent or employee
         of the other party. Subject to the terms and conditions of this
         Agreement, each party shall choose the means to be employed and the
         manner of carrying out its obligations hereunder. Each party shall have
         sole responsibility for the supervision and payment of its personnel
         and, except as agreed in writing, all other costs and expenses required
         to perform its obligations hereunder.

20.3     CONFIDENTIAL INFORMATION

         All technical information, specifications, drawings, documentation and
         "know-how" of every kind and description whatsoever disclosed by either
         party to the other under this Agreement ("Information"), except insofar
         as it may be in the public domain or be established to have been
         independently developed and so documented by the other party or
         obtained by the other party from any person not in breach of any
         confidentiality obligations to the disclosing party, is the exclusive
         property of the disclosing party, and the other party, except as
         specifically authorized in writing by the disclosing party, or as
         permitted hereunder, shall treat and protect the Information as
<PAGE>
         confidential, shall not reproduce the Information except to the extent
         reasonably required for the performance of this Agreement, shall not
         divulge the Information in whole or in part to any third parties, and
         shall use the Information only for purposes necessary for the
         performance of this Agreement. This obligation shall survive the
         termination of this Agreement. Each party shall disclose the
         Information only to those of its employees and agents who shall have a
         "need-to-know" the Information for the purposes described herein after
         first making such employees or agents aware of the confidentiality
         obligations set forth above.

20.4     FREEDOM OF ACTION

         Except as restricted by Intellectual Property Rights of a party hereto
         or of third parties, nothing in this Agreement shall limit the right of
         Customer or Manufacturer to develop, have developed, procure, and/or
         market products or services now or in the future, including any that
         may be competitive with those that are subject of this Agreement.
         Neither party shall be required to disclose planning information to the
         other except for the forecast described in Section 6 and as may be
         mutually agreed upon by the parties.

20.5     TRADEMARKS AND TRADE NAMES

         Neither this Agreement nor the sale of Products hereunder shall be
         deemed to give either party any right to use any of the other party's
         trademarks or trade names without such other party's specific, written
         consent.

20.6     COMPLIANCE WITH GOVERNMENTAL LEGAL REQUIREMENTS

         Manufacturer shall comply with the provisions of all applicable
         federal, state, and local laws, regulations, rules, and ordinances
         applicable to the transactions governed by this Agreement. Customer
         shall ensure that the product design complies with FCC regulations and
         meets UL and CSA standards. Manufacturer shall ensure compliance of all
         manufactured products to applicable UL and CSA standards. Manufacturer
         must at all times be ISO 9002 compliant and obtain similar governmental
         and safety certifications or approvals. Manufacturer shall perform all
         administrative actions required to qualify each Product for
         preferential treatment under the rules of any applicable trade treaty.

20.7     EXPORT CONTROLS

         Each party agrees that it will not knowingly (1) export or re-export,
         directly or indirectly, any technical data (as defined by the U.S.
         Export Administration Regulations), including software received from
         the other under this Agreement; (2) disclose such technical data for
         use in; or (3) export or re-export directly or indirectly, any direct
         product of such technical data, including software, to destination to
         which such export or re-export is restricted or prohibited by U.S. or
         non-U.S. law without obtaining prior authorization from U.S. Department
         of Commerce and other competent government authorities to the extent
         required by those laws. This clause shall survive termination or
         cancellation of this Agreement.

20.8     FORCE MAJEURE

         Neither Customer nor Manufacturer shall be considered in default or
         liable for any delay or failure to perform any provision of this
         Agreement if such delay or failure arises directly or indirectly out of
         an act of nature, acts of the public enemy freight embargoes, strikes;
         quarantine restrictions, unusually severe weather conditions,
         insurrection, riot, and other such causes beyond the control of the
         party responsible for the delay or failure to perform.
<PAGE>
20.9     NOTICE

         Unless otherwise specified in this Agreement, all notices and other
         communications permitted or required hereunder shall be in writing and
         shall be mailed, telecopied, telegraphed, telexed or delivered to the
         other party at the address set forth in the following (or at such other
         address as either policy shall designate in writing to the other party
         during the term of this Agreement) and shall be effective at the
         earlier of the time received of five days after dispatch in accordance
         with the terms of this Section. Each notice to Customer or Manufacturer
         shall be addressed until notice of change thereof, as follows:

         If to Customer:

                           Arris Interactive L.L.C.
                           Suite 300
                           Lakefield Drive
                           Suwanee, Georgia 30024

                           Attn:Jeff Milway
                           Telephone: 770-622-8644
                           Fax:770-622-8770

         If to Manufacturer:
                           Mitsumi Electric Co., Ltd.
                           8-8-2 Kokuryo-cho
                           Chofu-shi
                           Tokyo 182
                           Japan
                           Attn: Tomoaki lida_______________
                           Telephone: 81-3-3489-5333___________
                           Fax: 81-3-3488-1228________________


20.10    ASSIGNMENT

         This Agreement may not be assigned by either party without the prior
         written consent of the other party. Any attempted assignment or
         transfer of any of the rights, duties, or obligations herein shall be
         void if not in compliance with this subsection.

20.11    GOVERNING LAW

         This Agreement shall be governed by the laws of the State of Georgia.

20.12    WAIVER

         No failure or delay on the part of either party hereto in exercising
         any right or remedy under this Agreement shall operate as a waiver
         thereof; nor shall any single or partial exercise of any such right or
         remedy. No provision of this Agreement may be waived except in writing
         signed by the party granting such waiver.

20.13    SEVERABILITY

         If any provision of this Agreement is held to be invalid, the other
         provisions will not be affected.
<PAGE>
20.14    COMPLETE AGREEMENT

         This Agreement (including the attachments hereto, Statements of Works,
         Acknowledgments, Invoices, and Purchase Orders issued hereunder)
         constitutes the complete and exclusive final written expression of all
         the terms of agreement between parties. It supersedes all prior
         agreements, understandings, and negotiations concerning the matters
         specified herein. Any representations, promises, warranties or
         statements made by either party that differ in any way from the terms
         of this Agreement shall not be binding on either party unless made in
         writing and signed by a duly authorized representative of each party.

<TABLE>
<S>                                                  <C>
         Agreed to:                                  Agreed to:
         CUSTOMER                                    MANUFACTURER
         ARRIS INTERACTIVE LLC.                      MITSUMI ELECTRIC CO., LTD.

         By:   /s/ R.J. Stanzione                    By:  /s/ H. Moribe

                   R.J. Stanzione                             H. Moribe
                Name (Print or Type)                        Name (Print or Type)


         Title:      CEO                             Title:    CSO

         Date:       7/9/97                          Date:     9/15/97
</TABLE>
<PAGE>
July 9, 2001


Mr. Tom Lida
Mitsumi Electric Co., LTD
8-8-2 Koyuryo-Cho
Chofo-shi
Tokyo 182
Japan

Subject: Amendment to Manufacturing Agreement between Arris Interactive LLC and
         Mitsumi Electric Co., LTD.

Dear Lida-san:

This letter amends the above mentioned agreement as follows:

Change the last sentence of Section 7.4 from:

"Title to Customer Components will remain with Customer, but Manufacturer shall
have a purchase money security interest against the Products until receipt of
payment from Customer."

To read as follows:

"Title to Customer Components will remain with Customer."

Provisions of the above-mentioned agreement to the extent not amended by or in
conflict with the above amendment shall continue in effect.

Please sign and return a copy of this letter signifying your agreement.

Regards,

Jeff Milway
Senior Director - Operations
Arris Interactive LLC

IN WITNESS WHEREOF, the undersigned has executed this Amendment.

Mitsumi                                           Arris Interactive

Signature:        /s/ Steve Moribe                /s/ David Potts

Printed Name:         Steve Moribe                    David Potts

Title:            Executive Vice President        Vice President and CEO

Date:             July 9, 2001                    July 9, 2001