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                                                                   EXHIBIT 10.30

                 MASTER MANUFACTURING AND PURCHASE AGREEMENT

                      U.S. ASSEMBLIES NEW ENGLAND, INC.

                                       AND

                            OpenROUTE, INC.


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                                TABLE OF CONTENTS

NUMBER                SUBJECT                                       PAGE
------                -------                                       ----

1.                    Product Purchase Prices                          3
2.                    OpenROUTE Purchase Orders                        4
3.                    Payment Terms                                    5
4.                    Warranties, Remedies and Limitation              5
                            of Liability

5.                    Inspection                                       7
6.                    Ownership of Product                             7
7.                    Primary Contact Person                           7
8.                    Rescheduling and Cancellation                    7
9.                    Non-recurring Engineering Charges                8
10.                   Changes To The Products                          8
11.                   Inventory Indemnification                        9
12.                   Term and Termination                            10
13.                   Trademarks                                      11
14.                   Proprietary Data                                11
15.                   Change of Manufacturing Site                    12
16.                   General                                         12
17.                   Signature Page                                  15



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                 MASTER MANUFACTURING AND PURCHASE AGREEMENT

                      U.S. ASSEMBLIES NEW ENGLAND, INC.

                                       and

                            OpenROUTE NETWORKS, INC.

Agreement  entered  into  this 1st day of  August,  1998,  by and  between  U.S.
Assemblies  New  England  with  principal  offices  at 355  Constitution  Drive,
Taunton,  MA  02780-7355  hereinafter  referred  to as  "U.S.  Assemblies",  and
OpenROUTE  Networks,  Inc.  with  principal  offices at Nine  Technology  Drive,
Westborough,  MA  01581-1799,  hereinafter  referred  to  as  "OpenROUTE".  U.S.
Assemblies  agrees to manufacture the products  described on attached Schedule 1
("Product  Pricing  Schedule") and sell the  finished  Products  exclusively  to
OpenROUTE.  OpenROUTE  agrees  to  purchase  the  finished  Products  from  U.S.
Assemblies. The manufacture,  sale and purchase of the finished Products will be
governed by the terms and conditions of this Agreement.  Additional products may
be added to this  Agreement  from time to time. The terms of this Agreement will
cover any and all product manufactured by U.S. Assemblies for OpenROUTE.

This Agreement consists of the attached following General Terms & Conditions and
the following Schedules (as applicable):

            --Schedule   l-Product   Pricing    Schedule(Including    quantity
            commitments)

1.0    PRODUCT PURCHASE PRICES.

       1.1    Purchase prices ("Purchase  Prices")for the Products are set forth
              on Schedule 1. Pricing for products  that are not final and/or are
              not  listed on  Schedule  1 will be  quoted on a regular  basis to
              OpenROUTE and must be agreed to by both parties.  Purchase  Prices
              exclude all freight  charges,  are FOB U.S.  Assemblies'  Plant of
              manufacture  and  are net of all  taxes,  duties,  and  all  other
              charges.

       1.2    Purchase Prices will be reviewed by U.S.  Assemblies and OpenROUTE
              on an annual  basis,  commencing on the  anniversary  date of this
              agreement.  Any OpenROUTE  products that have a significant change
              in order quantity  (greater than 150% of current order quantities,
              or less than 50% of current order  quantities) will be reviewed on
              quarterly basis,  commencing with start of the next fiscal quarter
              after the initial date of this Agreement.

       1.3    Only in the event of any industry-wide or sole source shortages of
              components  affecting price or delivery schedules,  will OpenROUTE
              agree to negotiate with U.S. Assemblies  equitable  adjustments to
              the Purchase Prices and delivery  schedules,  otherwise prices are
              fixed for the quarter, or the year as the case may be. Upon mutual
              agreement  of the revised  pricing,  the new pricing will apply to
              units shipped  after the  inventory of materials  purchased at the
              lower cost has been consumed.


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2.0    OPENROUTE PURCHASE ORDERS.

       2.1    Materials will be purchased and products will be manufactured  and
              shipped  according to a mutually  agreed to schedule.  Once agreed
              to,  purchase of material as well as  manufacture  and shipment of
              Products  will be in accordance  with  OpenROUTE  Purchase  Orders
              ("Purchase  Order(s)").   OpenROUTE  will  issue  U.S.  Assemblies
              Purchase Orders for a minimum of a rolling ninety (90) day period,
              and rolling forecasts for monthly production requirements for nine
              (9) months after the ninety (90) days of Purchase Orders. Purchase
              Orders will state the  material to be  purchased,  the quantity of
              Products to be manufactured  and shipped during the period covered
              by the Purchase  Order, as well as OpenROUTE`s  required  delivery
              date, and agreed to unit price.  U.S.  Assemblies will be measured
              for on time  deliveries  and  therefore  must  deliver  Product to
              OpenROUTE on the  required  delivery  date,  or within a window of
              five (5) days early,  zero (0) days late.  Purchase Orders will be
              confirmed in writing by U.S. Assemblies within 5 days of receipt.

       2.2    OpenROUTE  shall  issue  U.S.  Assemblies  purchase  orders  for a
              rolling  90  day  period,  and  rolling  forecasts  for  the  nine
              (9)months supply of products after the 90 days of purchase orders.
              Purchase orders may be issued each month and the rolling  forecast
              will be updated each month,  or as mutually agreed to between both
              parties,  but in no event  will it be less then once per  quarter.
              OpenROUTE  forecasts of Product  purchases  beyond ninety (90)days
              (or some other mutually  agreed period) are for planning  purposes
              only, and are not firm.

       2.3    U.S.  Assemblies will deliver products on the required due date as
              stated  on  purchase  orders.  Any  change to the  purchase  order
              delivery date requires the written approval of both parties as per
              section 8.1 of this agreement.

       2.3    U.S.  Assemblies  will  purchase  only that  material  required to
              manufacture  Products  according  to  the  quantity  and  delivery
              schedules set forth in Purchase Orders issued by OpenROUTE  during
              the term of this Agreement. U.S. Assemblies will purchase material
              for the Products  according to  OpenROUTE's  Approved  Vendor List
              ("AVL").  With OpenROUTE's prior written consent,  U.S. Assemblies
              may purchase  material in excess of Purchase  Order  requirements,
              such as long  lead  time  components  or  components  which can be
              purchased  in volume at a lower  price.  These  instances  will be
              discussed  and agreed to in writing  by the  parties  prior to any
              actual purchase.

3.0    PAYMENT TERMS.

       3.1    Payment terms are net thirty  (30)days.  The invoice date shall be
              no earlier than the ship date, or a date as mutually  agreed to in
              writing.  Should OpenROUTE fail to make payment to standard terms,
              and mutually agreed upon payment  expectations  become unresolved,
              U.S. Assemblies may; (1) cease shipments to OpenROUTE immediately;
              and/or (2) make some or all future shipments C.O.D.

                                      -2-

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4.0    WARRANTIES, REMEDIES, LIMITATION OF LIABILITY.

       4.1    U.S.  Assemblies  warrants to OpenROUTE that each Product shall be
              free from defects in workmanship for eighteen (18) months from the
              Product ship date (the "Product  Warranty").  Components and other
              material  shall  be  warranted  on  a  pass-thru  basis  from  the
              component/material supplier to OpenROUTE.

              4.1.1  The  materials  portion of the Product  Warranty  shall not
                     apply to (i)OpenROUTE consigned or supplied materials, (ii)
                     Product that is abused,  damaged,  altered or misused other
                     than  by  U.S.  Assemblies,   or  (iii)Product  damaged  by
                     external  causes  not  directly   contributed  to  by  U.S.
                     Assemblies.

              4.1.2  Products   shall  be   considered   free  from  defects  in
                     workmanship  if they are  manufactured  in accordance  with
                     U.S. Assemblies'  manufacturing  workmanship standards (IPC
                     610B, class II), conform to the Product specifications, and
                     successfully  complete  any  mutually  agreed upon  Product
                     Acceptance Tests

       4.2    ALL  CLAIMS  FOR  BREACH  OF  WARRANTY  MUST BE  RECEIVED  BY U.S.
              ASSEMBLIES NO LATER THAN THIRTY (30) DAYS AFTER THE  EXPIRATION OF
              THE WARRANTY PERIOD FOR THE PRODUCT.

              4.2.1  THE  PRODUCT  WARRANTY IS THE ONLY  WARRANTY  GIVEN BY U.S.
                     ASSEMBLIES.  U.S. ASSEMBLIES MAKES, AND OPENROUTE RECEIVES,
                     NO  OTHER  WARRANTY  EITHER   EXPRESSED  OR  IMPLIED.   ALL
                     WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR
                     PURPOSE OR USE, AND ALL IMPLIED WARRANTIES OF TITLE FOR ANY
                     CONSIGNED OR OPENROUTE  SUPPLIED  MATERIALS,  ARE EXPRESSLY
                     DISCLAIMED AND EXCLUDED HEREFROM.

              4.2.2  UNLESS EXPRESSLY  AGREED TO BY U.S.  ASSEMBLIES IN WRITING,
                     U.S.  ASSEMBLIES  MAKES NO WARRANTY  THAT THE PRODUCTS WILL
                     (i) MEET ANY  SPECIFICATION NOT MADE KNOWN TO AND AGREED TO
                     BY U.S.  ASSEMBLIES,  OR (ii) RECEIVE THE APPROVAL OF OR BE
                     CERTIFIED BY UNDERWRITERS  LABORATORY,  ANY FEDERAL, STATE,
                     LOCAL  OR  FOREIGN  GOVERNMENT  AGENCY  (INCLUDING  WITHOUT
                     LIMITATION  THE FEDERAL  COMMUNICATIONS  COMMISSION) OR ANY
                     OTHER  PERSON  OR  ENTITY.   U.S.   ASSEMBLIES  ASSUMES  NO
                     RESPONSIBILITY    FOR   OBTAINING    SUCH    APPROVALS   OR
                     CERTIFICATIONS, OR MEETING SUCH SPECIFICATIONS.

       4.3    OpenROUTE's  exclusive  remedy  for  any  breach  of  the  Product
              Warranty  shall be,  at U.S.  Assemblies'  option,  repair by U.S.
              Assemblies  at a  facility  of  its  choice,  replacement  of  the


                                      -3-

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              defective  Product  with a  functionally  equivalent  product,  or
              return of the Purchase Price.  In the case of repair,  all repairs
              will be made and product will be returned to OpenROUTE  within ten
              (10) days of receipt by U.S. Assemblies.

       4.4    U.S. Assemblies  warranty  obligations will cease upon the earlier
              of the  agreed  upon  warranty  period  or upon  U.S.  Assemblies'
              fulfillment of OpenROUTE's  request to return any  OpenROUTE-owned
              test equipment and fixtures.

       4.5    OpenROUTE  warrants to U.S.  Assemblies that any  documentation or
              other data which it provides U.S.  Assemblies to  manufacture  the
              Products is accurate and complete,  unless OpenROUTE  informs U.S.
              Assemblies otherwise.

       4.6    U.S.  Assemblies  will repair and/or  upgrade  Products  which are
              outside the warranty  period on mutually  agreed  prices and terms
              and  conditions  to be  negotiated by the parties on a per product
              basis.

5.0    INSPECTION.

       5.1    OpenROUTE  is required to inspect  each  shipment of Products  and
              give U.S.  Assemblies  written  notice of any  defects or count or
              other  discrepancies  within  fifteen  (15)  days of  receipt.  If
              OpenROUTE does not inspect Products within fifteen  (15)days,  the
              Products  will be considered  accepted by  OpenROUTE;  any Product
              defects  reported  after  fifteen (15) days will be covered by the
              warranty provisions of this Agreement.  OpenROUTE will follow U.S.
              Assemblies' RMA procedure for return of Products.

6.0    OWNERSHIP OF PRODUCT

       6.1    OpenROUTE shall retain sole and exclusive  ownership rights to the
              product(s)  manufactured  by U.S.  Assemblies  and shall  have the
              exclusive  right  to  market  and  manufacture,  or  have  product
              manufactured by third parties at its discretion.

7.0    PRIMARY CONTACT PERSON

       7.1    Each party shall assign one  individual to act as primary  contact
              person  for  business  and one  person to act as  primary  contact
              person  for  technical  interactions  between  OpenROUTE  and U.S.
              Assemblies.

8.0    RESCHEDULING AND CANCELLATION.

       8.1    OpenROUTE  may  reschedule   Products   previously   released  for
              production  at no charge,  one time only,  for a period of no more
              than ninety (90) days from the original  scheduled  date,  for the
              listed quantities and upon the following terms:

                                      -4-

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                                                           RESCHEDULE
               DAYS' NOTICE                  % OF PRODUCTS ON ORDER

                   0-30                                 0%
                  31-60                                25%
                  61-90                                75%
                   91+                                100%

       8.2    OpenROUTE  may cancel  product at any time subject to the terms of
              Clause 11.0 Inventory Indemnification as agreed to by the parties.

       8.3    Any schedule  increases  requested by OpenROUTE will be subject to
              component availability.

9.0    NON-RECURRING ENGINEERING CHARGES.

       9.1    On a first time build of new products,  U.S.  Assemblies  will not
              charge  OpenROUTE  for NRE  costs  associated  with pick and place
              machine programming,  original  documentation  packages and solder
              paste stencils.  In subsequent  engineering  revisions requiring a
              new solder stencil, the cost will be charged to OpenROUTE, after a
              formal  quotation  is  provided.   In  no  instance  will  machine
              programming  or  documentation  charges be passed on to OpenROUTE.
              All other NRE charges,  such as test fixtures and  programs,  etc.
              will be quoted and charged to  OpenROUTE  per  standard  terms and
              conditions.

10.0   CHANGES TO THE PRODUCTS.

       10.1   U.S.  Assemblies will not make any changes to the Products without
              OpenROUTE's prior written authorization. U.S. Assemblies will make
              OpenROUTE requested  engineering changes ("EC") to the Products as
              required  by  the   OpenROUTE  EC.  An  EC  request  will  include
              sufficient  information for evaluation of its feasibility and cost
              impact. U.S. Assemblies will respond to EC requests in writing and
              provide cost and other  relevant data within a time period that is
              reasonable considering the magnitude of the EC.

       10.2   OpenROUTE may from time to time change the  specifications for the
              Products or the work  required of U.S.  Assemblies  hereunder  and
              U.S.  Assemblies  agrees to implement  the change per  OpenROUTE's
              requested  schedule,  including a stop work order.  In the event a
              stop work order is issued,  OpenROUTE  agrees to resolve  the stop
              work order within 30 days from the issue date.  If changes  result
              in a  change  in  U.S.  Assemblies'  costs  or  in  the  time  for
              performance,  a price adjustment will be made. Any adjustment must
              be in  writing  and  U.S.  Assemblies  shall  not be  required  to
              implement such change until the Parties have mutually  agreed upon
              the  price.  In the  event  of a  change  necessitated  by  safety
              requirements,  or law, U.S.  Assemblies  agrees to implement  said
              change as soon as possible.


                                      -5-
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       10.3   U.S. Assemblies agrees not to make any changes in its processes or
              manufacturing  standards  which would effect form, fit or function
              of the Product,  without first  obtaining  written  agreement from
              OpenROUTE

       10.4   U.S.  Assemblies  agrees to provide OpenROUTE with two hundred and
              seventy  (270)  days'  notice in the event  they will no longer be
              able or willing to produce  product for OpenROUTE,  and will allow
              OpenROUTE the opportunity to place a last time buy of product.

11.0   INVENTORY INDEMNIFICATION.

       11.1   Upon  cancellation of a Purchase Order, or upon expiration of this
              Agreement  or  termination  of  this  Agreement  for  any  reason,
              OpenROUTE shall be responsible for:

              (i)    all finished Products  scheduled for shipment within thirty
                     (30)days immediately  following U.S. Assemblies' receipt of
                     the cancellation or termination notice (the "Notice");  and
                     all  additional  finished  goods as  mutually  agreed to in
                     writing;

              (ii)   all  work-in-process  at  receipt  of the  Notice,  (and at
                     OpenROUTE's request, U.S. Assemblies agrees to complete all
                     work-in-process); and

              (iii)  all components,  subassemblies and other material purchased
                     to fill a Purchase  Order or  authorized to be purchased by
                     OpenROUTE  which are on hand or on order at  receipt of the
                     Notice.   Without   limitation  this  includes  Piece  Part
                     Inventory  made obsolete or excessive due to changes to the
                     specifications  or Products,  minimum buy  quantities,  and
                     reel  quantities.  Items  (i)-(iii)  are referred to as the
                     "Termination  Inventory".  In  calculating  the quantity of
                     finished Products under (i) above, Products rescheduled for
                     manufacture  and  shipment  during  the  thirty  (30)  days
                     immediately  prior to  receipt of the Notice may be counted
                     by U.S. Assemblies.

       11.2   U.S.  Assemblies  will  make  every  reasonable  effort to use the
              Termination Inventory on other current programs at the Plant where
              the Products are  manufactured,  will make every reasonable effort
              to cancel all outstanding  material-orders  with vendors, and will
              attempt to return  piece parts to vendors.  OpenROUTE  will,  upon
              mutual agreement,  be responsible for verified costs,  charges and
              fees,  including price  differentials,  actually  incurred by U.S.
              Assemblies  to cancel or return  any  portion  of the  Termination
              Inventory  to vendors  and,  the cost to modify the  Products  for
              other programs.

       11.3   Within thirty (30) days from  termination  or  cancellation,  U.S.
              Assemblies  will  invoice,   and  OpenROUTE  will  purchase,   the
              Termination  Inventory  remaining after vendor  cancellations  and
              returns and after  other  program  use, as follows:  (i) for Piece
              Part Inventory and authorized long lead time  components,  at U.S.
              Assemblies'  purchase  price,  including  a mark-up  for  material

                                      -6-
<PAGE>

              handling equal to U.S.  Assemblies then current  overhead rate for
              materials handling. Details of the then current overhead rate will
              be provided to OpenROUTE,  however, in no event will such overhead
              rate  exceed  six  percent  (6%).  U.S.  Assemblies  will  provide
              OpenROUTE  with  evidence of  purchase  price upon  request.  U.S.
              Assemblies  will  ensure all piece  parts are marked and  packaged
              properly.  (ii)for WIP, at a reasonable pro rata percentage of the
              finished Product purchase price as mutually agreed.

12.0   TERM AND TERMINATION.

       12.1   The  term of this  Agreement  shall be three  (3)  years  from the
              Effective Date and, unless  terminated as provided for below, will
              be  automatically  renewed for one (1) year periods for as long as
              U.S.  Assemblies retains  manufacturing  responsibilities  for the
              Products.

       12.2   This  Agreement  may  be  terminated  by  either  party  upon  the
              occurrence of any one or more of the following events:  (1)failure
              by  either  party  to  perform  any  of its  material  performance
              obligations  under this  Agreement and to cure such failure within
              thirty (30) days after receipt of written  notice  describing  the
              failure  in  sufficient  detail,  or  if  the  failure  cannot  be
              completely  cured  within  thirty  (30)  days,   failure  to  make
              substantial  progress  towards a cure  within the thirty  (30) day
              period; or (2) entering into or filing of a petition,  arrangement
              or proceeding  seeking:  an order for relief under the  bankruptcy
              laws  of  the  United   States  or  similar   laws  of  any  other
              jurisdiction;  a receivership for any of its assets; a composition
              with  or  assignment   for  the  benefit  of  its   creditors;   a
              readjustment or debt; or its dissolution or liquidation.

       12.3   OpenROUTE  reserves the right to terminate  this  agreement at any
              time for convenience upon one hundred and eighty (180) days notice
              subject to the terms of Clause 11.0 Inventory Indemnification.

13.0   TRADEMARKS AND PUBLIC ANNOUNCEMENTS

       13.1   This  Agreement  shall not include any license or right for either
              party to use any  trademark  or trade  name used or claimed by the
              other  (including but not limited to the name "OpenROUTE" or "U.S.
              Assemblies"),  (the  "Trademarks") or coined words or combinations
              containing  the name or parts  thereof in the business name of the
              other or of any  Affiliate  or the  other in  connection  with the
              business of any of them.  Neither party shall contest the right of
              the  other  to the  exclusive  use of any  Trademark.  All uses of
              Trademarks  by each party in  connection  with the products or the
              packaging   thereof  shall  be  in  strict   compliance  with  any
              conventions of the other concerning the same.

       13.2   Neither  party  shall  publicly  disclose  the  existence  of this
              Agreement  or use the other's name in any public  announcement  or
              literature,  without the written  consent of the other party,  and

                                      -7-
<PAGE>

              neither party shall  disclose the specific terms and conditions of
              this Agreement except by written  agreement between the parties or
              as required by law or court order.

14.0   PROPRIETARY DATA

       14.1   Any   confidential   or  proprietary   data  and/or  trade  secret
              information  disclosed  by one  party to the  other  orally  or in
              writing  shall not be used by the other  except as may be required
              to manufacture the products sold hereunder, nor shall either party
              disclose any of the other's  proprietary or  confidential  data or
              trade  secret  information  to any one without  the other's  prior
              written consent, unless such data or information was already known
              to the general public in tangible,  demonstrable form or the other
              already had lawful knowledge of same in tangible demonstrable form
              or later  lawfully  acquires same from another source in tangible,
              demonstrable,   unrestricted   form.  All  such   confidential  or
              proprietary data shall be so labeled by each party.

15.0   CHANGE IN MANUFACTURING SITE

       15.1   With OpenROUTE's written approval,  U.S. Assemblies may change the
              manufacturing  site. U.S.  Assemblies  agrees to provide OpenROUTE
              with thirty  (30)days'  written notice in the event of a change of
              manufacturing site.

16.0   GENERAL.

       16.1   This Agreement and its  attachments  make up the entire  agreement
              between  the  parties  regarding  the  Products.   This  Agreement
              supersedes   all   prior   oral   and   written   agreements   and
              understandings  between the parties relating to the Products,  and
              may only be amended or modified in writing signed by an authorized
              representative  of each  party.  The terms and  conditions  of any
              Purchase  Order,  Acknowledgment,   Schedule,  or  other  form  or
              document of OpenROUTE or U.S. Assemblies shall not apply.

       16.2   Unless  otherwise  agreed,  OpenROUTE shall be (i) the exporter of
              record for any Products and/or Product documentation exported from
              the United  States,  and shall  comply  with all  applicable  U.S.
              export control statutes and regulations,  and (ii) the importer of
              record for all Products  exported from the U.S. and later imported
              and returned to OpenROUTE or to U.S.  Assemblies.  U.S. Assemblies
              will  cooperate  with  OpenROUTE in obtaining any export or import
              licenses for the Products.

              OpenROUTE  hereby  certifies  that it will not  knowingly  export,
              directly or indirectly, any U.S. origin technical data or software
              acquired  from  U.S.  Assemblies  or any  direct  product  of that
              technical data or software, to any country listed below, for which
              the United States  Government  requires an export license or other
              approval,  without  obtaining such approval from the United States
              Government.   Those   countries    include    Albania,    Armenia,
              Azerbaijan, Belarus,  Bulgaria,  Cambodia, Cuba, Estonia, Georgia,
              Iran,  Iraq,  Kazakhstan,   Kyrgyzstan,   Laos,   Latvia,   Libya,
              Lithuania,  Moldova,  Mongolia,  North  Korea,  People's  Republic
              of   China,   Romania,  Russia, Tajikistan, Turkmenistan, Ukraine,
              Uzbekistan and Vietnam.

                                      -8-
<PAGE>

              U.S.  ASSEMBLIES will mark any and all export  documentation  with
              the  following  language  when  exporting on behalf of  OpenROUTE:
              "These commodities,  technology or software were exported from the
              United  States  in  accordance  with  the  Export   Administration
              Regulations. Diversion contrary to U.S. Law is prohibited."

       16.3   Exceptfor  the Products or portions of the Products  which are the
              other party's design,  each party is responsible for their portion
              of the  design of the  Products.  Upon  demand,  that  party  will
              promptly defend, indemnify and hold the other party, its officers,
              directors,  employees,  agents,  successors and assigns,  harmless
              from and against  every kind of cost,  expense or loss  (including
              attorneys' fees and legal costs)directly  relating to any claim or
              threatened  claim:  (a) that any  Product  or portion of a Product
              violates  the  intellectual  property  rights  of  a  third  party
              (foreign or domestic);  (b) that the Product has a design  defect;
              or (c) arising from or related to the distribution, sale or use of
              any  Product or portion of a Product.  The  immediately  preceding
              sentence will apply whether the claim is based upon contract, tort
              or any other legal theory.

       16.4   Each party's  liability for any Product claim shall not exceed the
              purchase price of the Products for which the claim is made.

      IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE TO THE OTHER  PARTY OR A THIRD
      PARTY FOR ANY  SPECIAL,  INCIDENTAL,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES,
      WHETHER BASED UPON  CONTRACT,  TORT, OR ANY OTHER LEGAL THEORY  (INCLUDING
      WITHOUT LIMITATION LOST PROFITS AND OPPORTUNITY).

       16.5   This Agreement is intended solely for the benefit of the executing
              parties  and their  permitted  successors  and  assigns.  No other
              person or entity shall have any rights under or in connection with
              this Agreement.

       16.6   Neither  party may sell,  transfer  or assign any  right,  duty or
              obligation granted or imposed upon it under this Agreement without
              the prior written consent of the other party.

       16.7   The parties  agree that  transmission  of data by EDI  (electronic
              data  interchange)  will  not  occur  until a  separate  agreement
              governing such transmissions is executed. Upon execution, such EDI
              agreement will become an attachment to this Agreement.

       16.8   Neither  party  shall be liable for damages and costs to the other
              party  arising  out of delays or  failures  to perform  under this
              Agreement if such delays or failures result from causes beyond the
              reasonable  control  of a party,  and are not  caused by an act or
              omission of such party.  Notice of any such delays or failures and
              explanation  of their  causes  must be given  to the  other  party
              within  five  (5)  days  of  the  occurrence.  As  soon  as  it is
              reasonably  apparent that the occurrence will likely cause a delay

                                      -9-
<PAGE>

              of more than ninety (90) days, the party against whom this section
              is  invoked  shall  have  the  right  to  terminate  the  affected
              installments  under any Purchase  Order. If OpenROUTE is the party
              claiming the force majeure  event,  OpenROUTE  shall be liable for
              Inventory  Indemnification  per Clause 11 of this Agreement,  This
              force  majeure  provision  may  not  be  invoked  for  failure  or
              inability to make a payment under this Agreement.

       16.9   OpenROUTE  is the  only  entity  authorized  to  purchase  Product
              hereunder  and U.S.  Assemblies  is the only entity  authorized to
              manufacture  hereunder.  The individuals  executing this Agreement
              certify they have the legal  authority  to bind that  entity.  Any
              affiliates,  subsidiaries,  and permitted assigns  ("Assignees")of
              OpenROUTE which  OpenROUTE  wishes to purchase  Product  hereunder
              must execute a copy of this Agreement and OpenROUTE  warrants that
              any  and  all  obligations  and  debts  of the  Assignees  will be
              discharged in a timely fashion.

       16.10  This Agreement and  performance  by U.S.  Assemblies and OpenROUTE
              under it  shall be  governed  by the laws of the  Commonwealth  of
              Massachusetts, Both parties pledge their full cooperation and good
              faith  to  settle  any  differences  under  this  Agreement  in  a
              reasonable,  business-like and commercial manner.  However, in the
              event any difference can not be so settled, both parties submit to
              the  personal  jurisdiction  and  venue  of  the  Commonwealth  of
              Massachusetts,   for  the  limited   purpose  of  litigating  such
              differences.

IN WITNESS  WHEREOF,  each party represents that it has caused this Agreement to
be executed on its behalf on the date first above written  (Effective Date) by a
representative empowered to bind that party with respect to the undertakings and
obligations contained herein.

U.S. ASSEMBLIES NEW ENGLAND, INC.           OPENROUTE NETWORKS, INC.



BY:_____________________________            BY:_____________________________

NAME PRINTED:___________________            NAME PRINTED:___________________

TITLE:__________________________            TITLE:__________________________


                                      -10-

<PAGE>



                                   SCHEDULE 1

                                 PRODUCT PRICING

                                 SEE ATTACHMENT