EXHIBIT 10.21
                                                                   -------------

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION.

                              DEVELOPMENT AGREEMENT
                                     BETWEEN
                                   ENIKIA LLC
                                       AND
                         LEVITON MANUFACTURING CO. INC.

This Agreement, by and between ENIKIA LLC, a Delaware limited liability company
("Enikia"), with a place of business at 948 US Highway 22, North Plainfield, NJ
07062, and LEVITON MANUFACTURING CO., INC. ("Leviton"), a Delaware corporation
with a place of business at 59-25 Little Neck Parkway, Little Neck, NY
11362-2591, shall have an effective date of (Effective Date).

WHEREAS, Enikia has experience in the design and manufacture of power line
carrier chip sets and power line carrier applications in commercial sites; and

WHEREAS, Leviton has experience in the design, manufacture, marketing and
selling of devices and systems, which interface to the power line, for the
purpose of data, voice, video transmission and automation; and

WHEREAS, the Parties believe that there are business development opportunities
for power line carrier devices and systems, for retrofitting of Residential,
MDU/MTU and Light Commercial sites, with products incorporating technology and
products from both Enikia and Leviton; and

WHEREAS, the Parties desire to work together to develop such products.

THEREFORE, the Parties hereby enter into this Agreement.

1.   DEFINITIONS
     -----------

     1.1    "Party/Parties" shall mean Enikia and/or Leviton.

     1.2    *

     1.3    "NDA" shall mean the Non-Disclosure Agreement dated 8 November 2002
            between Enikia and Leviton.

     1.4    "Enikia Product(s)" shall mean semiconductor chips, chip sets(s) and
            designs, including related firmware and software, for incorporation
            in electrical and/or, electronic devices and/or PLC Products
            developed by Enikia apart from those developed under this Agreement.

     1.5    *
<PAGE>

     1.6    "Project" shall mean the effort to be undertaken by the Parties
            hereto pursuant to this Agreement for the development and
            incorporation of Enikia Special Products into Joint PLC Products as
            described in SCHEDULE A.



2.   DEVELOPMENT PLANS, RESPONSIBILITIES. PROJECT MANAGEMENT
     -------------------------------------------------------

     2.1    *

     2.2    *

     2.3    *

     2.4    It is the intention of the Parties to expand the number of Projects
            being pursued in the future as opportunities are identified by
            either Party.

     2.5    Enikia and Leviton shall cooperate with one another on Projects to
            determine the responsibilities and cost allocations of each Party.

     2.6    *

3.   PATENTS AND INVENTIONS
     ----------------------

     3.1    Each of the Parties hereby represents to the other that it has, or
            will have, prior to commencement of the Project, valid and
            sufficient arrangements and agreements with its respective employees
            and/or nonemployee consultants, such that the ownership of any and
            all inventions pertaining to any Joint PLC Products made by an
            employee and/or consultant vests in the Party hereto employing said
            employee and/or consultant, subject to the provisions of the
            applicable law governing ownership of such inventions.

     3.2    Each of the Parties agrees to reasonably enforce its respective
            intellectual property rights against infringement of same by third
            parties with regard to inventions, copyrightable material, or
            proprietary information for products covered under the scope of this
            Agreement.

     3.3    All inventions, copyrightable material, and proprietary information
            made or developed jointly by employees of Enikia and Leviton in
            performance under this Agreement, including, without limitation the
            Joint PLC Products, shall be jointly owned by Enikia and Leviton;
            each Party has the right to exploit and grant licenses in respect to
            such inventions, copyrightable material or proprietary information
            and any patents and copyrights arising there from, with the written
            consent of the other Party. In the event of a joint invention, the
            Parties shall mutually agree which Party shall have the
            responsibility for preparing and filing any patent application(s) on
            the invention in the United States and foreign countries; and the
            Parties agree that each will bear one-half of the actual
            out-of-pocket expenses associated with obtaining and maintaining
            such patents. In the event one Party (a "non-electing Party") elects
            not to file application for or maintain patent protection for any
            joint invention in any particular country or not to share equally in
            the expenses thereof with the other Party, then the other Party (the
            "electing Party") shall have the right to apply for and maintain
            such patent protection in such country at its own expense (the
            non-electing Party undertaking to execute all such documents as may
            be necessary) and shall have full control over the prosecution and
            maintenance thereof, whereupon the non-electing

                                       2
<PAGE>

            Party shall assign its patent rights to the electing Party. An
            irrevocable royalty-free, non-exclusive, personal license to said
            patent rights shall then be granted by the electing Party to the
            non-electing Party. Should neither Party elect to file application
            for letters patent or take other necessary legal steps to protect
            such invention, the invention shall remain jointly owned.


4.   INDEPENDENT DEVELOPMENT
     -----------------------

     Nothing in the Agreement shall prevent either Party from continuing its
     independent development, manufacture and sale of its own technologies,
     including technology and products that are the subject matter of this
     Agreement nor require the same to become subject thereto, provided, that
     nothing herein shall be construed as a grant by either Party to the other
     Party of any rights in or licenses to the such Party's own technology in
     connection with such independent research and development efforts.


5.   DILIGENCE
     ---------

     The Parties agree to use their own customary commercially reasonable
     efforts throughout the life of this Agreement to achieve any milestones or
     commitments mutually agreed upon between the Parties.

6.   CONFIDENTIAL INFORMATION
     ------------------------

     The terms and conditions of the NDA shall govern the exchange of
     proprietary information under this Agreement and are incorporated herein by
     reference.

7.   TERM AND TERMINATION
     --------------------

     This Agreement shall commence on the Effective Date and shall continue for
     a period of twelve (12) months thereafter ("the initial term"); provided,
     however, that either party may terminate this Agreement prior to the
     expiration of the initial term upon (60) days written notice to the other
     if the party exercising such earlier right has a reasonable business basis
     for such termination. After the expiration of the initial term, either
     party may terminate this Agreement for any reason, with or without cause,
     upon (60) days written notice to the other. Irrespective of when
     termination occurs, all rights accruing prior to termination, namely
     intellectual property rights, shall survive termination.

8.   GENERAL
     -------

     8.1    The laws of the State of New York shall, without regard to its
            conflicts of laws, govern the construction and interpretation of
            this Agreement and all disputes between the Parties.

     8.2    Except with respect to a the transfer or sale of the entire business
            of a Party hereto with respect to which this Agreement pertains,
            neither Party may assign, pledge, hypothecate or in any manner
            transfer, convey, alienate or encumber any right or interest in this
            Agreement, without the written permission of the other Party, which
            permission shall not be unreasonably withheld, and any such
            non-permitted, purported assignment, pledge, hypothecation,
            transfer, conveyance, alienation, or encumbrance shall be void.

     8.3    Any notice, request or statement hereunder shall be deemed to be
            sufficiently given or rendered upon the date mailed when sent by
            registered mail, postage prepaid, and if given or rendered to Enikia
            addressed to:

                                       3
<PAGE>

                              Enikia LLC
                              948 US Highway 22
                              North Plainfield, NJ 07062
                              ATTN: Oleg Logvinov

                   or, if given or rendered to Leviton, addressed to:

                              Leviton Manufacturing Co. Inc.
                              *

     8.4    Neither Party shall disclose to any third party the terms of this
            Agreement without the prior consent of the other, which consent will
            not be unreasonably withheld. Any press release or other similar
            announcement relating to this Agreement requires approval by both
            Parties.

     8.5    This Agreement, along with its Schedules, is the entire Agreement
            between the Parties with respect to the subject matter hereof and
            supersedes all prior Agreements, understandings or representations
            between the Parties with respect to the subject matter hereof except
            for the Nondisclosure Agreement as referenced herein. No alteration,
            modification, interpretation or amendment of this Agreement shall be
            binding on the Parties unless in writing, designated as an amendment
            hereto and signed by an officer or other individual authorized in
            writing by each of the Parties to sign such documents.

     8.6    Neither Party in connection with the performance of this Agreement
            shall either directly or indirectly make, give or promise any
            payment or other thing of value to any person for any purpose, or
            commit any other act which is unlawful under the laws of the United
            States, including, but not limited to the Foreign Corrupt Practices
            Act, the Export Administration Act, the Sherman Antitrust Act, the
            Internal Revenue Code, and, to the extent not inconsistent with the
            laws of the United States, the laws of any other applicable
            jurisdiction.

     8.7    Each Party is independently responsible for the timely and proper
            performance of that part of the scope of work as is from time to
            time assigned to it by mutual agreement. Neither Party is, directly
            or indirectly, authorized expressly or by inference to hold itself
            out as the agent, servant or employee of the other or having any
            other status by which to bind the other contractually or otherwise
            to any third party.

     8.8    Neither Party makes any representation or commitment under this
            Agreement to develop any future or proposed products other than the
            PLC Product. Nothing in this Agreement shall be construed as
            limiting or restricting, in any way, the right of either Party to
            conduct its existing and future business independently of the other
            Party.

                                       4
<PAGE>

IN WITNESS WHEREOF, both Parties have caused this Agreement to be duly executed
effective as of the Effective Date stated above.

LEVITON MANUFACTURING CO.,                   ENIKIA, LLC


By:      /s/ Daryoush Larizadeh              By:      /s/ Oleg Logvinov
         -------------------------------              --------------------------

Name:    Daryoush Larizadeh                           Name:    Oleg Logvinov
         -------------------------------                    --------------------

Title:   VP of Strategic Business            Title:   President
         -------------------------------              --------------------------

Date:       7/21/04                                   Date:    7/18/03
         -------------------------------                       -----------------



















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