Corporate Supply Agreement

This  Agreement is made on and as of the 31st day of March,  1997 by and between
Sun Microsystems, Inc. a Delaware corporation, with offices at 2550 Garcia Ave.,
Mountain  View,  CA 94043  (herein  "Sun")  and  Network  Peripherals,  Inc.,  a
California  corporation,  with offices at 1371 McCarthy Boulevard,  Milpitas, CA
95035 (herein "Supplier").

WHEREAS Supplier is a seller of certain  component parts,  materials or finished
goods, and

WHEREAS  Sun  is  a  manufacturer  of  computing   devices  and  platforms  that
incorporate such component parts, materials and finished products, and

WHEREAS Sun and Supplier  desire to establish  and agree upon a set of terms and
conditions that will apply to the purchase of Supplier's products by Sun.

NOW THEREFORE in  consideration  of the mutual promises and  undertakings of the
parties hereto the parties agree as follows:

1.   Definitions:

     Award Letter shall mean that document delivered by Sun to, and accepted by,
     Supplier setting out the particular commitments of the parties with respect
     to specific Products,  prices, Product Leadtimes,  and other terms relative
     to the purchase of specific  Products,  but shall not constitute a contract
     for the purchase of any particular quantity of Product.

     Leadtime  shall  mean  the  number  of days,  or  fractions  thereof,  from
     placement  of a  Purchase  Release  to the date of  delivery  to the F.O.B.
     point. Leadtimes shall be set out in the Award Letter.

     Notice shall mean the giving of notice in the following manner:  notices or
     communications  made in writing and hand  delivered,  or sent by registered
     mail return receipt requested,  or sent by overnight courier service to the
     receiving party at the address specified in the Award Letter, or such other
     address as a party may specify.

     Product(s)  shall mean those component  parts,  materials or finished goods
     offered for sale by Supplier and as further described in the Award Letter.

     Purchase Release shall mean an offer from Sun received by Supplier, whether
     in written or other  form,  or in  electronic  form  pursuant to Exhibit 1,
     attached hereto and incorporated  herein,  to purchase or schedule delivery
     of a particular amount of Products.  The Purchase Release shall specify the
     relevant information such as quantity, price and proposed delivery dates of
     the Products.  When  acknowledgement  of receipt and acceptance  thereof is
     made by Supplier  the  Purchase  Release  shall be deemed a  commitment  to
     purchase and sell the Products  pursuant to the terms of this Agreement and
     the Purchase Release.

     Specifications  shall  mean  the  applicable  product   specifications  for
     Products,  which may be changed  from time to time by written  agreement of
     the parties, as set out in the Award Letter.

2.   Purchase Of  Product(s):  This  Agreement does not constitute a contract to
     purchase  any  quantity of Products  from  Supplier.  In the event that Sun
     elects to purchase  Products  from  Supplier Sun shall issue and deliver to
     Supplier an Award Letter and subsequent  Purchase Releases.  Supplier shall
     accept Sun's  Purchase  Releases to the extent that such Purchase  Releases
     are  consistent  with Sun's  forecast and Leadtimes as set out in the Award
     Letter. The parties agree that Purchase Releases therefor may be issued and
     shall be deemed received in the manner provided in Exhibit 1.

3.   *  "Confidential  portion has been  omitted and filed  separately  with the
     Commission."

4.   Payment Terms:  Sun shall make payment to Supplier in the manner and at the
     times set out in the Award Letter.

5.   Delivery:  Unless otherwise set out in the Award Letter delivery shall be *
     "Confidential  portion  has been  omitted  and  filed  separately  with the
     Commission.".

6.   Cancellation/Rescheduling:  *  "Confidential  portion has been  omitted and
     filed separately with the Commission."



<PAGE>


7.   Upside Support: When requested by Sun from time to time, Supplier shall use
     best  efforts to sell and  deliver to Sun  Product(s)  (i) in excess of the
     then  latest  forecast  or  (ii)  at  an  accelerated   delivery   schedule
     (collectively  "Upside Support").  The particulars of Supplier's obligation
     to provide Upside Support shall be set out in the Award Letter.

8.   *  "Confidential  portion has been  omitted and filed  separately  with the
     Commission."

9.   Product  Discontinuance:  Supplier  shall provide Sun with *  "Confidential
     portion has been omitted and filed separately with the Commission." written
     notice prior to discontinuing the manufacture or sale of a Product.

10.  *  "Confidential  portion has been  omitted and filed  separately  with the
     Commission."

11.  *  "Confidential  portion has been  omitted and filed  separately  with the
     Commission."

12.  *  "Confidential  portion has been  omitted and filed  separately  with the
     Commission."

13.  Confidential Information:

     13.1.  "Confidential  Information"  means  information  of a  party,  which
     information is conspicuously marked with  "Confidential".  or "Proprietary"
     or other similar legend. If Confidential Information is orally disclosed it
     shall be identified  as such at the time of disclosure  and a brief written
     description and confirmation of the confidential  nature of the information
     shall  be  sent  to  the  recipient  within  thirty  (30)  days  after  the
     disclosure.   Quantities,   schedules   and  pricing  shall  be  considered
     Confidential  Information hereunder whether disclosed orally or in writing,
     or whether or not marked "Confidential" or "Proprietary".

     13.2. The receiving party shall protect the  confidentiality and secrecy of
     such Confidential  Information and shall prevent any improper disclosure or
     use thereof by its employees,  agents,  contractors or consultants,  in the
     same  manner and with the same  degree of care (but in no event less than a
     reasonable  degree of care) as it uses in protecting its own information of
     a confidential nature for a period of three (3) years from the date of such
     disclosure.



<PAGE>


     13.3.  Confidential  Information does not include information that: (a) was
     in the  possession  of, or was known by, the  receiving  party prior to its
     receipt from the  disclosing  party,  without an obligation to maintain its
     confidentiality;  (b) is or becomes  generally  known to the public without
     violation of this Agreement;  (c) is obtained by the receiving party from a
     third party,  without an obligation to keep such information  confidential;
     or (d) is  independently  developed by the  receiving  party without use of
     Information.

     13.4.  Each  party  understands  that  the  party  receiving   Confidential
     Information may now or in the future be developing proprietary  information
     internally,  or receiving  proprietary  information  from third  parties in
     confidence  that may be  similar  to  disclosed  Confidential  Information.
     Nothing  in this  Agreement  shall  be  construed  as a  representation  or
     inference that the receiving party will not develop products, for itself or
     others,  that  compete  with the  products,  processes,  systems or methods
     contemplated by disclosed Confidential Information.

14.  Subsidiaries:  All current  and future  subsidiaries  of Sun  Microsystems,
     Inc.,  and  contractors  of Sun,  designated  by Sun, may purchase  Product
     pursuant to this Agreement.

15.  Compliance with Law:  Supplier shall comply with all laws applicable to the
     manufacture and sale of the Products,  including, by way of example and not
     limitation,  Executive  Order  11246 as amended by  Executive  Order  11375
     (non-discrimination  in  employment)  and the U.S.  Clean  Air Act of 1990.
     Supplier  shall use  reasonable  efforts  to give Sun as much  notice as is
     practicable  in the event  Supplier uses ozone  depleting  chemicals in the
     manufacture of the Products.  Sun reserves the right to reject any Products
     manufactured  utilizing  or  containing  such  materials  if  Sun  has  not
     previously been notified of the same.

16.  Attorney's  Fees:  In the  event  of any  litigation  arising  out of  this
     Agreement or its enforcement by either party, the prevailing party shall be
     entitled to recover as part of any judgement,  reasonable  attorneys'  fees
     and court costs.

17.  Integration: This Agreement and, when awarded, the Award Letter, constitute
     the entire  agreement  between  Supplier  and Sun  relating  to the subject
     matter  hereof and:  (i)  supersede  all prior or  contemporaneous  oral or
     written  communications,  proposals and representations with respect to its
     subject matter;  and (ii) prevail over any conflicting or additional  terms
     of  any  quote,   the   preprinted   terms  of  any  Purchase   Release  or
     acknowledgement,  or similar  communication  between the parties during the
     term of this  Agreement.  No modification to this Agreement will be binding
     unless in writing and signed by a duly  authorized  representative  of each
     party.

18.  Invalidity:  In the  event  any  one or  more  of the  provisions  of  this
     Agreement shall be held by a court of competent jurisdiction to be invalid,
     illegal or unenforceable,  the remaining provisions of this Agreement shall
     remain in effect and the  Agreement  shall be read as though the  offending
     provision had not been written or as the  provision  shall be determined by
     such court to be read.

19.  Survival  of  Terms:   The  parties  further  agree  that  the  rights  and
     obligations  set forth in Sections  8, 9, 10, 11, 12, and 13 shall  survive
     the  termination of this Agreement for any reason and  enforcement  thereof
     pursuant to this Section shall not be subject to any conditions precedent.

IN WITNESS WHEREOF the parties have set their hand on and as of the day and date
first set out above.

SUN MICROSYSTEMS, INC.                             NETWORK PERIPHERALS, INC.

_____________________________                      _____________________________
           By                                                 By

_____________________________                      _____________________________
          Name                                               Name

_____________________________                      _____________________________
          Title                                             Title

_____________________________                      _____________________________
          Date                                              Date


<PAGE>


                                    EXHIBIT 1
                           ELECTRONIC DATA INTERCHANGE
                                   (EDI) TERMS

1.       Definitions:

         1.1      "EDI" means electronic data interchange.

         1.2      "Adopted Format" is the accepted method for the interchange of
                  Documents under this Agreement based on the EDIFACT,  ANSI ASC
                  X12 OR CII standards for the  presentation  and structuring of
                  the electronic transmission of Documents, or other such format
                  as may be agreed to in writing by the parties.

         1.3      "Document" is data  structured in accordance  with the Adopted
                  Format and transmitted electronically between the parties.

2.       Prerequisites:

         2.1 Documents,  Standards. Each party may electronically transmit to or
         receive  from the other  party any  Document  which  the  parties  have
         mutually  agreed  to  Test.  The  content  of  Test  Documents  will be
         considered "dummy" data unless otherwise agreed to by the parties.  All
         documents  which  are  intended  to  evidence  a  transaction  shall be
         transmitted in accordance with the Adopted Format.

         2.2 Providers.  Documents will be  transmitted  electronically  to each
         party through any Provider with which either party may contract  and/or
         the Internet.  The Provider for each party shall be communicated to the
         other  party.  Either  party may change its  designated  Provider  upon
         thirty (30) days prior  written  notice to the other party.  Each party
         shall be  responsible  for the  costs  of any  Provider  with  which it
         contracts.

         2.3 System  Operations.  Each party, at its own expense,  shall provide
         and maintain the equipment, software, services and testing necessary to
         effectively and reliably transmit and receive Documents.

         If Provider is down and this  prevents  either  party from  meeting the
         pickup or  delivery  frequency  agreed to,  that party must  notify the
         other party the same day.

         2.4 Security Procedures. Each party shall use security procedures which
         are reasonably  anticipated  to: (a) ensure that all  transmissions  of
         Documents are authorized and (b) protect its business  records and data
         from improper access.

         2.5  Signatures.  Each party may adopt as its  signature an  electronic
         identification  consisting  of  symbol(s)  or  code(s)  which are to be
         affixed to or  contained  in each  Document  transmitted  by such party
         ("Signatures").  Each party  agrees  that any  Signature  of such party
         affixed to or contained in any transmitted Document shall be sufficient
         to verify such party  originated  such  Document.  Neither  party shall
         disclose to any unauthorized person the Signatures of the other party.

3.       Transmissions.

         3.1 Proper Receipt. Documents shall not be deemed to have been properly
         received,  and no  Document  shall give rise to any  obligation,  until
         accessible to the receiving party at such party's electronic mailbox.

         3.2  Verification.  Upon receipt of any Document,  the receiving  party
         shall promptly and properly  transmit a functional  acknowledgement  in
         return within one (1) business day after receipt of a Document.

         3.3 Acceptance.  If a transmitted  document requires  acceptance by the
         receiving  party,  any such Document  which has been properly  received
         shall  not give  rise to any  obligation  unless  and  until  the party
         initially transmitting such Document has properly received in return an
         acceptance Document.

         3.4  Garbled   Transmissions.   If  any  document  is  received  in  an
         unintelligible  or garbled  form,  or  otherwise  contains  evidence of
         faulty  transmission,  the receiving  party shall  promptly  notify the
         originating  party (if  identifiable  from the received  Document) in a
         reasonable  manner.  In the  absence of such  notice,  the  originating
         party's records of the contents of such Document shall control.

         3.5 Erroneous  Transmissions.  If either party receives a Document from
         the other party which differs from the applicable terms and conditions,
         (e.g. an order with a price,  quantity or schedule  different than that
         mutually agreed upon),  the receiving party shall promptly  contact the
         sending party to confirm the accuracy of the Document.

                                        1

<PAGE>


4.       Transaction Terms.

         4.1 Order Placement.  Each Purchase Release electronically  transmitted
         shall  reference  the  Sun  Purchase  Release  number,  and the Sun EDI
         number.

         4.2  Validity,  Enforceability.  The parties  acknowledge  their mutual
         intent to create  binding  purchase,  sale and payment  obligations  by
         means of electronic  transmission  and receipt of Documents  specifying
         certain of the applicable terms. During the term of the Agreement,  all
         obligations  concerning  the delivery of such Documents in written form
         may be  satisfied  by a  transmission  pursuant  to the  terms  of this
         Exhibit.   However,   either  party  shall  have  the  option,  at  its
         discretion, to transmit Documents in written form to other party.

         Any  Document  properly  transmitted  pursuant  to these terms shall be
         deemed ("Signed Documents") and shall be considered, in connection with
         any  transaction,  to be a "writing"  or "in  writing" and to have been
         "signed" and to constitute an "original"  when printed from  electronic
         files or records  established  and  maintained  in the normal course of
         business.

         The parties agree that the provisions of the Uniform  Commercial  Code,
         Section  2-201  ("Formal  Requirements:  Statue of Frauds"),  shall not
         apply to  Documents  covered  by this  Exhibit  since  hard  copies  of
         Documents  will not be issued and the parties  further  agree that said
         Documents shall be deemed to satisfy any statutory or legal formalities
         requiring that agreements be in writing,  including, but not limited to
         the Statute of Fraud.

         The conduct of the parties pursuant to this Exhibit,  including the use
         of  Signed  Documents  properly  transmitted,   shall,  for  all  legal
         purposes,  evidence  a course of  dealing  an a course  of  performance
         accepted by the parties in furtherance of this Agreement and Document.

         The parties agree not contest the validity or  enforceability of Signed
         Documents  under the  provisions  of any  applicable  law  relating  to
         whether  certain  agreements be in writing or signed by the party to be
         bound thereby.  Signed Documents, if introduced as evidence on paper in
         any judicial,  arbitration,  mediation or  administrative  proceedings,
         will be  admissible as between the parties to the same extent and under
         the same conditions as other business records originated and maintained
         in documentary  form.  Neither party shall contest the admissibility of
         copies of Signed Documents under either the business records  exception
         to the  hearsay  rule or the best  evidence  rule on the basis that the
         Signed Documents were not originated or maintained in documentary form.

                                        2

<PAGE>


                                  Award Letter


March 27, 1997


Mark Wolter
Network Peripherals, Inc.
1371 McCarthy Boulevard
Milpitas, CA 95035

Dear Mark,

Sun is pleased to notify you that Network  Peripherals,  Inc.  ("Supplier")  has
been  selected as a supplier of FDDI PCI  products  ("Product")  subject to your
agreement to the following terms ("Agreement"):

1.   Pricing:  Product  descriptions  and  pricing  are set  forth in  Exhibit A
     attached hereto.

     Prices are exclusive of freight and taxes.

     Currency: U.S. dollars.

2.   Forecast:  Sun shall use its reasonable  efforts to provide Supplier with a
     six (6) month rolling forecast of its intended purchases updated quarterly.
     Such forecast is for Supplier's convenience only and shall in no way create
     an obligation on Sun's part to meet such forecast.

3.   Leadtime:  *  "Confidential  portion has been omitted and filed  separately
     with the Commission."

4.   Payment  Terms:  *  "Confidential   portion  has  been  omitted  and  filed
     separately with the Commission."

5.   Shipping  Point:  *  "Confidential  portion  has  been  omitted  and  filed
     separately with the Commission."

6.   Rescheduling:

     Sun may  reschedule  delivery of all or part of any purchase  order,  at no
     charge, to a date after the agreed delivery date as follows:

     Notice                Maximum Reschedule Period         Maximum Reschedules

     0-30 days             *  "Confidential  portion has been  omitted and filed
                           separately   with   the   Commission."   
     30+  days             *  "Confidential  portion has been  omitted and filed
                           separately with the Commission."

     "Confidential  portion  has been  omitted  and  filed  separately  with the
     Commission."

7.   Cancellation:

     *  "Confidential  portion has been  omitted and filed  separately  with the
     Commission."



<PAGE>


8.   Upside Support:  "Upside" is defined as the maximum percentage increase set
     forth  below  beyond  Sun's  requirements  for the  current  quarter  which
     Supplier  commits to  manufacture  and deliver to Sun,  upon Sun's  written
     request, at no additional cost to Sun, within the timeframe indicated after
     such request.

     Notice         Maximum % Increase

     8+ weeks       *   "Confidential   portion  has  been   omitted  and  filed
                    separately with the  Commission."
     6-8 weeks      *   "Confidential   portion  has  been   omitted  and  filed
                    separately with the  Commission."
     4-6 weeks      *   "Confidential   portion  has  been   omitted  and  filed
                    separately with the  Commission."
     0-4 weeks      *   "Confidential   portion  has  been   omitted  and  filed
                    separately with the Commission."

9.   Extraordinary   Transportation  for  Late  Deliveries:   If  it  should  be
     reasonably expected that a shipment of Product will not be delivered on the
     agreed  delivery date,  upon Sun's request  Supplier shall, at its expense,
     use any  extraordinary  transportation  to deliver  Product at the earliest
     possible date.

10.  Quality:    Supplier   shall   deliver   Product(s)   which   conforms   to
     (Sun/Supplier)'s  specifications ("Product  Specification(s)")  attached as
     Exhibit D and shall comply with Supplier's  Quality Program attached hereto
     as Exhibit C. The  quantity  of  Product(s)  which  fails to conform to the
     Product  Specification at the time of delivery to Sun or during the term of
     the  warranty  shall not exceed the  following  Defects Per Million  ("DPW)
     levels set forth in Exhibit C.

     Sun shall not be required to accept any Product  which is not  qualified by
     Sun for use in Sun's products.

11.  Warranty:  The warranty period is * "Confidential  portion has been omitted
     and  filed  separately  with  the  Commission."  from  the  date  of  Sun's
     acceptance of Product.

12.  Customer Support: During the term of this Agreement, and thereafter for the
     period of time set out in Exhibit B,  Supplier  will  provide  warranty and
     non-warranty  customer  service  and  support  for  Product as set forth in
     Exhibit B, attached hereto.

13.  Manufacturing Rights:

     *  "Confidential  portion has been  omitted and filed  separately  with the
     Commission."


<PAGE>


14.  Notices:  Sun and Supplier  shall each assign an  individual  to administer
     this Agreement throughout its term.

     Sun's Administrator shall be:            Supplier's Administrator shall be:

     Debra Rossebo                            Mark Wolter
     Sun Microsystems, Inc.,                  Network Peripherals, Inc.
     2550 Garcia Avenue (mailing address),    1371 McCarthy Boulevard
     M/S UMPK14-309                           Milpitas, CA 95035
     Mountain View, CA 94043                  Ph: (408) 321-7399
     Ph: (415) 786-5634                       Fax: (408) 321-9218
     Fax: (415) 786-6981

     Each  party  shall  inform the  Administrator  of the other in writing of a
     change  of  Administrator  or such  Administrator's  address  or  telephone
     number.

15.  Survival  of  Terms:   The  parties  further  agree  that  the  rights  and
     obligations  set forth in Sections 11, 12 and 13 and Exhibits B and C shall
     survive the  termination of this  Agreement for any reason and  enforcement
     thereof  pursuant to this  Section  shall not be subject to any  conditions
     precedent.

16.  Exhibits:  The following is the list of Exhibits and Attachments  which are
     attached hereto and  incorporated  herein by this reference as if set forth
     in full:

     Exhibit A      -              Product Description & Pricing
     Exhibit A-1    -              Unique and Long Lead Time Materials
     Exhibit B      -              Customer Support Provisions
     Exhibit C      -              Supplier's Quality Program
     Exhibit D      -              Product Specification

Please  indicate  your  agreement  to these terms by signing  both copies in the
space  provided  below and  returning to my  attention.  Upon  execution of this
Agreement by Sun I will return an original to you. Thank you.

Sincerely,


Debra Rossebo
Commodity Manager

Sun Microsystems, Inc.                             Network Peripherals, Inc.

_____________________________                      _____________________________
           By                                                 By

_____________________________                      _____________________________
          Name                                               Name

_____________________________                      _____________________________
          Title                                             Title

_____________________________                      _____________________________
          Date                                              Date


<PAGE>


                                    EXHIBIT A
                          Product Description & Pricing


*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."



<PAGE>


                                   EXHIBIT A-1
                       Unique and Long Lead Time Materials


*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."


<PAGE>


                                    Exhibit B
                           Customer Support Provisions


*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."




<PAGE>


                                   Exhibit B-1
                          Supplier's Repair Facilities


*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."





<PAGE>


                                   Exhibit B-2
                          Sun's Repair Depots and TPMs


*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."






<PAGE>


                                   Exhibit B-3
                             Out of Warranty Repair


*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."







<PAGE>


                                   Exhibit B-4
                                   NTF Charges


*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."



<PAGE>


                                    EXHIBIT C
                           SUPPLIER'S QUALITY PROGRAM

1.0      Purpose

         This Exhibit defines Sun's requirements for NP's ("Supplier's") quality
         program  ("Quality  Program")  and  Supplier's   responsibilities   for
         manufacturing,  inspecting, testing and supplying production Product(s)
         to Sun.  Additional  Customer  Support  requirements  are set  forth in
         Exhibit C-1 attached hereto.

2.0      Scope

         This Exhibit  describes Sun's  requirements for the Quality Program for
         the  manufacture  of  Product(s)  for Sun.  The term  "quality" as used
         herein  means   conformance   to  the  following   applicable   Product
         Specifications:

         Product Specifications Title          Dated            Sun Part No.

         Exhibit A: SunFDDI SBus Adapter       N/A              N/A
         4.0 Product Specifications

         which are attached  hereto and  incorporated  herein by this reference.
         Supplier  shall  address any  concerns  regarding  requirements  of the
         Quality Program with the designated Sun supplier representatives.

         2.1      Objective

                  Sun's  objective is to achieve  "ship to stock" status for all
                  Products  shipped to Sun as a result of Supplier  consistently
                  meeting the Quality Program defined in this Exhibit.

         2.2      Applicable Documents

                  Sun's Product Specification
                  Supplier's Product Specification
                  MIL-STD-105E
                  MIL-HDBK-217E (or equivalent)
                  Supplier Scorecard Procedure
                  IS0 9000

3.0      Precedence of Documents

         In the event of a conflict  between  the terms and  conditions  of this
         Agreement,  Sun's Product Specification,  and this Exhibit C, the order
         of precedence shall be as follows:

         (1) this Agreement,  (2) Sun's Product Specification,  (3) this Exhibit
         C.

4.0      Supplier Process Requirements

         Supplier shall adhere to a quality/manufacturing plan (including a data
         collection/tracking/reporting system) ("the Process"), that will ensure
         compliance  with the  requirements  of the terms and conditions of this
         Agreement  and ISO  9000.  The  Process  and  procedures  developed  by
         Supplier shall be  documented.  Sun will review this Process during the
         Process Certification period (see Section 5.5 of this Exhibit).

         Supplier is solely  responsible  for the quality of  Product(s)  and/or
         components  procured or  manufactured  for Sun.  Approval of Supplier's
         Process by Sun does not relieve Supplier of this responsibility.

                                        1
February 15, 1995 - Exhibit C - Generic                November 27, 1995  ff
Document, Rev. D                                       Network Peripherals, Inc.

<PAGE>


         4.1      Process Flow Charts

                  Supplier  shall  provide a general  process  flowchart for the
                  Product(s)  and  major  subassemblies  as  agreed  to by  both
                  parties and shall identify all assembly,  test, and inspection
                  subprocesses.

         4.2      Data Collection Systems

                  The Data  Collection  System will show where  failure  data is
                  collected and detailed  process yield targets.  Supplier shall
                  provide  on-going  reports of current  yields at Sun's option.
                  This will be reviewed during the Process Certification.

         4.3      Control of Purchases

                  The  Supplier  will have a Quality  Program  that  provides  a
                  reliable  means of  determining  the quality  and  reliability
                  levels of all purchased  supplies,  material,  and  components
                  used in the manufacture of Product(s).

                  In the event Supplier desires to change the vendor or selected
                  source of a component used in the manufacturing of Product(s),
                  Supplier shall collect  quality/evaluation data to support and
                  justify  the change  (data must show that  quality  levels are
                  sustained  and/or  improved).  The  quality  data will be made
                  available to Sun upon request.  Section 4.6 below details what
                  source changes require prior notification.

                  In the event that a problem is identified in the  availability
                  or quality of purchased supplies, materials or components used
                  in the manufacture of Product(s), upon Sun's request, Supplier
                  agrees to permit Sun to  participate  in the  development of a
                  corrective  action  plan,  which  may  include  Sun  personnel
                  accompanying  Supplier's  person I to vendor  sites to perform
                  process and design audits and view corrective actions.

         4.4      Defect Free Program/Corrective Actions

                  Sun's goal is to  receive  Product(s)  that are  defect  free.
                  Supplier shall document and implement a defect free program as
                  part of the Process which  constantly  reduces the defect rate
                  of its Product(s) to a level which achieves zero defects.  Sun
                  shall not be  obligated  to accept  any  defective  Product(s)
                  shipped by Supplier.

                  Supplier will establish a program to ensure the performance of
                  effective corrective actions.  This program will be based upon
                  information  derived from failure  reporting  and analysis and
                  will ensure that parts, components or assemblies are corrected
                  so as to properly perform their intended function.

                  Supplier   shall  maintain   records  of  corrective   actions
                  indicating  the  frequency  of defect  during  fabrication  of
                  Product(s),   the  proposed   corrective  change  in  process,
                  evaluation  of its  effectiveness.  and an effective  date for
                  implementation. Such records are subject to review by Sun

         4.5      Changes in Manufacturing Process

                  In the event that Supplier  desires to change the  fundamental
                  manufacturing   process  in  such  a  way  as  to  affect  the
                  mechanical fit,  electrical  performance,  serviceability,  or
                  safety  requirements  of such Products.  Supplier shall notify
                  Sun in writing within a reasonable period (no less than thirty
                  (30) days) prior to the effective date of the proposed change.
                  Examples of changes which require  notification  include,  but
                  are not limited to, the following:

                                        2
February 15, 1995 - Exhibit C - Generic                November 27, 1995  ff
Document, Rev. D                                       Network Peripherals, Inc.

<PAGE>


                  o         Changes in major test equipment

                  o         Changes in burn-in time or environment

                  o         Change in manufacturing facility locations

                  Supplier   agrees  to  provide  verbal   notification  to  the
                  appropriate Sun Supplier Engineer of all other process changes
                  which do not affect form,  fit,  function,  serviceability  or
                  safety.

                  Supplier  shall  implement such changes in the process only if
                  collected  quality/evaluation  data  verifies that quality and
                  reliability  levels  would be sustained  and/or  improved as a
                  result of such  change.  The quality data will be submitted to
                  Sun for review before implementing the change.

         4.6      Changes to Product

                  Supplier shall notify Sun in writing thirty (30) days prior to
                  implementing  any of the  following  types of  changes  to the
                  Product(s):

                  o         Any changes that affect the form, fit or function of
                            the Product(s).
                  o         Any change of a programmed part on the Product(s).
                  o         Any change to the Product affecting clock speeds.
                  o         Any change to a custom or semi-custom I.C.
                  o         Any  change  made  to  correct  a  problem  in a Sun
                            application, made at the request of Sun.
                  o         Any change made to the board fab.
                  o         Supplier  shall  supply  Sun  copies  of  all  ECO's
                            affecting the Product.

         4.7      Re-Qualification

                  Major   changes   in   manufacturing    process   or   product
                  construction/design   will  require   re-qualification  and/or
                  process re-certification to the Product Specification. Sun may
                  require,  at  its  sole  discretion.   that  Supplier  perform
                  reliability   tests  to  confirm  an  equivalent  or  improved
                  reliability  of  the  Product(s).  Supplier  shall  coordinate
                  notification  of  planned  major  changes  with Sun.  At Sun's
                  request. Supplier shall run a pilot production.

5.0      Product Qualification Program

         This section describes a series of reviews and tests that Supplier must
         accomplish  during  the  product  development  and  pilot  build of its
         Product(s).

         5.1      Design Review

                  Supplier  will present to Sun  engineering,  upon  request,  a
                  comprehensive review consisting of:

                           Theory of Operation
                           Thermal Review
                           Mechanical Review
                           EMI/Safety Data
                           Environmental Test Results
                           Field Service Manual
                           Specification Performance Data

                                        3
February 15, 1995 - Exhibit C - Generic                November 27, 1995  ff
Document, Rev. D                                       Network Peripherals, Inc.

<PAGE>


                  The Sun review team will consist of the  Development  Engineer
                  and  Supplier  Engineer.  Supplier  shall  submit  appropriate
                  documentation  to Sun  one (1)  week  prior  to the  scheduled
                  review.

         5.2      Reliability Prediction

                  Supplier  shall  perform  an MTMF  reliability  prediction  in
                  accordance with Mil-Hdbk-217D (or E) or Bell Core based on the
                  preliminary  Bill  of  Material.  Results  of the  reliability
                  prediction shall be submitted to Sun for review.

         5.3      First Prototype Shipments

                  Supplier  shall submit  preliminary  design  documents to Sun,
                  upon request, with the first pass prototypes.

                           Electrical and mechanical drawings and Specifications
                           Schematics
                           Bill of Material

         5.4      Second Prototype Shipments

                  "Second  prototype"  shipments  will  be  used at Sun to run a
                  reliability  demonstration test. Supplier will demonstrate the
                  reliability  goal at an 80%  confidence  level.  Supplier will
                  start design validation testing, reliability testing, and life
                  testing  at  Supplier's  site  prior  to  "second   prototype"
                  shipment.

                  Supplier is  responsible  for  conducting  and  documenting  a
                  complete  Design  Validation  Test ("DVT").  The DVT must show
                  that  the   Product  is  capable  of  meeting   all  of  Sun's
                  specifications. (The Product Specification contains a complete
                  listing of those  specifications  and the Sun  reference  part
                  numbers.)

                  Supplier  shall submit for Sun approval the  reliability  test
                  plan to be used by Supplier to demonstrate that the MTBF meets
                  the Product Specification.

         5.5      Process Certification

                  Sun will  conduct a Process  Certification  Test  prior to the
                  start of Sun  Production.  The purpose of this test is to have
                  Supplier demonstrate that the Manufacturing  process is stable
                  and  capable  of  producing  high  quality  product in volume.
                  Required  documentation  will include,  but not be limited to,
                  the following:

                  o         Parts lists,  schematics.  and  mechanical  drawings
                            that  have  been  released  to   manufacturing   for
                            production build.

                  o         Procedures for all phases of the production assembly
                            and test of the Product.

                  o         Demonstration that test/burn-in times am adequate to
                            eliminate residual infant mortality.

                  o         Yield and  pareto  data for all test and  inspection
                            points  covering a sample  quantity  defined by Sun.
                            Pareto,  as  defined  herein,  shall  mean a list of
                            failures.  At Sun's option, a representative  of Sun
                            may be sent to  Supplier's  factory to  observe  the
                            build.

                                        4
February 15, 1995 - Exhibit C - Generic                November 27, 1995  ff
Document, Rev. D                                       Network Peripherals, Inc.

<PAGE>


         5.6      Pilot Run at Sun

                  As  part  of any  new  product  introduction,  or  changes  to
                  existing  Products,  Sun will  conduct a  manufacturing  pilot
                  build.  The  purpose of the  manufacturing  pilot is to ensure
                  manufacturability  of Sun's product.  During the manufacturing
                  pilot Sun will monitor the  acceptance  rates of all purchased
                  components  and  assemblies  through  the  assembly  and  test
                  process.  Sun will determine if the minimum  acceptable yields
                  for the  components  have been  achieved.  Failure to meet the
                  minimum  yield goals could result in Sun not  introducing  the
                  Product(s).  If the Product(s)  fail to meet the minimum pilot
                  yield goals, Sun may, at its option, cancel this Agreement and
                  any purchase  orders issued  hereunder for default Any failure
                  occurring in the pilot build will require  Supplier to perform
                  root cause failure analysis and corrective  actions.  The time
                  frames as  specified in section 7.3 below are  applicable  for
                  all failures.

         5.7      Acceptance Rates at Sun

                  * "Confidential  portion has been omitted and filed separately
                  with the Commission."

                                        5
February 15, 1995 - Exhibit C - Generic                November 27, 1995  ff
Document, Rev. D                                       Network Peripherals, Inc.

<PAGE>


6.0      Supplier Audit Program

         Supplier shall perform a series of monitoring  tests to ensure that its
         Product(s) conform to Sun's  requirements.  A brief description of each
         test requirement follows.

         6.1      On-Going Reliability Test (ORT)

                  Supplier   shall  conduct   on-going   reliability   tests  in
                  accordance  with mutually  agreed upon  criteria.  The testing
                  will be  conducted  at  Supplier's  site in a manner  mutually
                  agreed upon between the parties. The ORT test results shall be
                  delivered to Sun on a monthly basis and shall include  details
                  of any  corrective  actions  taken to address any ORT failure.
                  Supplier  shall report ORT failures to Sun within  twenty-four
                  (24) hours.

         6.2      Outgoing Quality Audit

                  Sun and Supplier shall agree to a  statistically  valid method
                  for estimating  the out-going  quality level of every shipment
                  prior to delivery to Sun. Any lots not meeting the agreed upon
                  quality  level will be 100%  screened  by  Supplier  to ensure
                  their conformance to the Product Specification.

                  At    Sun's    request,    Supplier    shall    conduct    Sun
                  application-specific process monitoring tests.

                  The  purpose  of  this  testing  is  to  monitor  the  ongoing
                  performance of manufacturing processes and product designs and
                  to  identify  Supplier's   manufacturing  process  and  design
                  problems  at   Supplier's   site,   rather  than  in  the  Sun
                  manufacturing processes.

                  Testing  will be  conducted  on equipment as specified by Sun.
                  Sun shall provide procedures, equipment lists, and analysis of
                  test  results.  Supplier  shall set up the test,  maintain the
                  equipment,  analyze  the root cause of all  failures  and take
                  appropriate corrective actions.

         6.3      Periodic Specification Testing (PST)

                  Supplier  shall  retest the  Product  to the full Sum  Product
                  Specification   on  a  periodic   basis  to  confirm   ongoing
                  performance to this specification. The specific timing of this
                  test  will be  determined  upon the start of  production,  and
                  jointly  agreed upon between the parties.  Supplier  shall put
                  forward a plan,  for Sun's  approval,  which shall not be less
                  than once per year.

7.0      Sun Audit Programs

         After the Product(s)  have been  introduced to  manufacturing,  Sun may
         choose to conduct  the  following  tests to ensure  conformance  to the
         Product Specification.

         7.1      Source Inspection

                  Sun may elect to source  inspect  lots prior to shipment  from
                  Supplier's  factory  during  initial  stages of  production or
                  until a  reasonable  confidence  level  has been  established.
                  Source  inspection  may be  initiated or  terminated  at Sun's
                  option. Supplier shall permit a Sun employee or representative
                  to  visit  the  factory  to  source  inspect   finished  lots.
                  Inspection  shall be  performed  and lot  acceptance  shall be
                  determined in accordance  with a pre-agreed  upon sample plan.
                  Supplier  shall assist the source  inspector  in  unpackaging,
                  staging, inspecting, testing, and re-packaging sample units.

                                        6
February 15, 1995 - Exhibit C - Generic                November 27, 1995  ff
Document, Rev. D                                       Network Peripherals, Inc.

<PAGE>


                  Supplier   shall   screen   rejected   lots   for   discrepant
                  parameter(s) and re-submit for source inspection.

                  Acceptance  at source  inspection  does not  limit  Supplier's
                  responsibilities for failures. Product quality and reliability
                  is at all times the responsibility of the Supplier.  If source
                  inspection  is  required  for  more  than  three  (3)  months,
                  Supplier will incur this expense.

         7.2      Supplier Process Audits

                  Sun may  conduct  quality  audits  at any  time of  Supplier's
                  facility during normal business hours to determine  Supplier's
                  compliance with Sun's quality requirements.  These audits will
                  include review of all aspects of the Process.

         7.3      Sun Out of Box Audit Program

                  Sun  performs  Out  of  Box  quality  audits  on  all  Product
                  shipments.  If any  failure  occurs  in  this  audit  testing,
                  Supplier shall analyze the root cause and take all appropriate
                  corrective  actions.  In  the  event  Supplier's  part(s)  are
                  determined to be cause of audit failure, Supplier shall:

                  1)        Provide  confirmation of failure within  twenty-four
                            (24) hours of receipt of failing part.

                  2)        Provide  root  cause   analysis  of  failure  within
                            seventy-two (72) hours of receipt of failing part.

                  3)        Implement  corrective  actions to prevent recurrence
                            of failure as necessary. Corrective actions shall be
                            implemented  as soon as  possible,  but in no  event
                            more than  thirty (30) days after the  discovery  of
                            the failure.

         7.3      Sun Process Yield/Pareto Reports

                  Sun shall send monthly  yield and pareto  reports to Supplier.
                  Supplier shall review the reports and  investigate any product
                  in-process  for the top three (3)  failures  listed and advise
                  Sun of the results. Supplier shall provide detailed root cause
                  failure analysis and Supplier pareto  information on a monthly
                  basis in response to the Sun report.

                  Semi-annual  meetings  will be conducted to review  Supplier's
                  progress  in   improving   its  yields.   Summaries   of  this
                  information   will  be   distributed  to  management  in  both
                  companies.  Sun  will  use  this  information  as a basis  for
                  awarding future business.

8.0      Supplier Test Systems Program

         As referenced in Sections 5 & 6 above, Supplier is responsible for both
         initial and  on-going  testing to ensure the  quality of its  products.
         Where this testing requires the use of Sun Systems, Sun has implemented
         the "Supplier Test Systems  Program." This program enables  Supplier to
         rent systems  through third party rental  companies at a Sun negotiated
         below market rental rate or to purchase systems at significant savings.

         To be entitled to the above  referenced  discounts,  Supplier  must use
         these systems exclusively for the testing of Product supplied to Sun.

         Sun and Supplier  agree to work  together to determine the need for Sun
         systems  to be used in the  testing  process  and Sun will at that time
         provide the program details to Supplier.

                                        7
February 15, 1995 - Exhibit C - Generic                November 27, 1995  ff
Document, Rev. D                                       Network Peripherals, Inc.

<PAGE>


                                   EXHIBIT C-1
                    ADDITIONAL CUSTOMER SUPPORT REQUIREMENTS

1.0      Acceptance Rates

         Refer to Section 6.0 below.

2.0      Applicable Documents

         Title                            Dated                     Sun Part No.

         * "Confidential  portion has been omitted and filed separately with the
         Commission."

3.0      Supplier Process Requirements

         3.1      General

                  All  requirements  in  Exhibit C  applicable  to  Manufactured
                  Product are also applicable to Repaired or replacement Product
                  shipped to  SunService.  Changes made to the  requirements  in
                  Exhibit C must also have SunService approval.

         3.2      Reports

                  Supplier  shall  provide  monthly  repair  quality  reports as
                  specified in Q16.1 "Vendor Data Reporting Specification".

         3.3      Marking

                  A Supplier  identification  marking may be required on Product
                  in  accordance  with "CMFG CS Labeling  Procedure for Repaired
                  FRUs" and  "Multiple  Return ID  Process".  If  required,  the
                  location will be specified by SunService in writing.

         3.4      ECOs

                  Supplier  must have the  capability  to manage  ECO  levels on
                  Product.  No  verbal  changes  will be  authorized;  i.e.  all
                  changes  must  be  according  to Sun  approved  documentation,
                  either by an  issued  ECO,  released  drawing  or an  approved
                  deviation.  All  deviations  must be  approved  by  SunService
                  Quality, Test Engineering, and Purchasing.

                  Supplier shall provide copies of its ECOs affecting Product to
                  SunService as they are released.

July 18, 1994     November 29, 1995 ff       1         Network Peripherals, Inc.

<PAGE>


         3.5      Packaging

                  Specific  packaging  requirements  beyond the standard process
                  will be supplied by Sun as required.  In all cases,  packaging
                  must be provided by Supplier to ensure all material arrives at
                  Sun undamaged.  Packaging in single-pack  Sun labeled boxes is
                  required for Product  shipped to SunService  unless  otherwise
                  agreed to in writing.

         3.6      Changes in Manufacturing/Repair Process

                  Further to Section 4.5 of this Exhibit C, other  changes which
                  require notification are:

                  o        Packaging
                  o        Cosmetic ("like new" conditions)

         3.7      Corrective Action

                  Supplier's  corrective  action response shall be in accordance
                  with the requirements of Q14.3 "Supplier  Corrective  Action".
                  This  is  applicable  to  defects   identified  during  Source
                  Inspection,  Receiving  Inspection,  Out-of-Box Audit, or when
                  Product is received Dead-on-Arrival (DOA) at customer's site.

                  Supplier shall notify SunService in writing of any discrepancy
                  discovered by Supplier  which could have a detrimental  effect
                  on previously  shipped  Products.  In  conjunction  therewith,
                  Supplier will make  recommendations  regarding the disposition
                  of such  previously  shipped  material  and  agrees,  at Sun's
                  request,  to  sort  all  such  affected  material  located  at
                  SunService Distribution Centers.

         3.8      Product Returning For Repair Multiple Times

                  Supplier  shall have the  capability to recognize any returned
                  Product which was  previously  repaired by Supplier.  Supplier
                  will notify  SunService if the Product is returned  within the
                  warranty  period and if the Product will not be repaired at no
                  charge, explain to SunService the reasons for the decision. In
                  any event,  Supplier must ensure that the Product  undergoes a
                  reliable repair process.

         3.9      No Trouble Found (NTF)

                  Returned  Product  which  includes  a  specific  complaint  or
                  failure  mode and which is initially  determined  to be NTF by
                  Supplier   must  be  processed   through  a  more   strenuous,
                  documented  test process  tailored to  duplicate  the reported
                  failure mode.

4.0      Supplier Audit Programs

         4.1      Process Monitoring Testing (PMT)

                  At    Sun's    request     Supplier    shall    conduct    Sun
                  application-specific process monitoring tests.

                  The  purpose  of  this  testing  is  to  monitor  the  ongoing
                  performance of repair processes to identify  Supplier's repair
                  process problems at Supplier's site.

                  Testing  will be  conducted  on equipment as specified by Sun.
                  Sun shall provide procedures, equipment lists, and analysis of
                  test  results.  Supplier  shall set up the test,  maintain the
                  equipment,  analyze  the root cause of all  failures  and take
                  appropriate corrective actions to prevent reoccurrence.

July 18, 1994     November 29, 1995 ff       2         Network Peripherals, Inc.

<PAGE>


                  Supplier  shall  maintain and  calibrate  test  equipment to a
                  documented  calibration  procedure and all calibration  checks
                  must be traceable to the National Bureau of Standards or to an
                  equivalent   multinational   agency.  All  test  equipment  or
                  measuring devices not subject to periodic calibration shall be
                  so   marked,   with   reference   to  the   equipment   vendor
                  specification exempting such calibration.

5.0      Sun Audit Programs

         5.1      Source Inspection

                  All source  inspection will be at .25 AQL in accordance with Q
                  10.2  "Repaired  Product  Inspection  Procedure".  Supplier is
                  required  to take  corrective  action  for the  non-conforming
                  items prior to shipment of succeeding  lots in accordance with
                  Q14.3 "Supplier Corrective Action".

         5.2      Discovery/Specification Conformance Testing

                  Sun may  conduct  random  audits of  repaired  or  replacement
                  Product(s) at any time.

6.0     Supplier DTS Repair Qualification Program-Outline

        6.1       Objective

                  Sun's objective is for Supplier to achieve Dock-to-Stock (DTS)
                  status  for all  Products  shipped to Sun in  accordance  with
                  Q10.4, "Supplier  Dock-to-Stock  Qualification Process". It is
                  the intent  under a DTS program  that  Products  received  are
                  defect  free  thereby   eliminating   the  need  for  incoming
                  inspection.

         6.2      Supplier  Qualification  Program  consists  of  the  following
                  sequential steps:

                  * "Confidential  portion has been omitted and filed separately
                  with the Commission."

         6.3      DTS Requirements

                  Sun's goal is to receive  Product(s)  that are defect  free to
                  support a DTS program  without  adverse affect to Sun's repair
                  stock and customer support operations. Supplier shall document
                  and  implement  a defect  free  program as part of the Process
                  which constantly  reduces the defect rate of its Product(s) to
                  a  level  which  achieves  zero  defects.  Sun  shall  not  be
                  obligated  to  accept  any  defective  Product(s)  shipped  by
                  Supplier.

July 18, 1994     November 29, 1995 ff       3         Network Peripherals, Inc.

<PAGE>


                  Failure to meet an average of 99.8% yield per month during the
                  last three months of Phase 3 shall  result in Supplier  paying
                  for the cost of the  third-party  source  inspection  activity
                  until measured  results meet agreement  specifications  over a
                  thirteen  (13) week period.  The third party source  inspector
                  must be pre-approved by Sun and perform  inspections under Sun
                  procedures and direction.

                  Third party inspection results shall be communicated to Sun on
                  a weekly  basis and be  included  in Sun's  Quality  Reporting
                  Database. In no event shall the cost of this source inspection
                  activity be passed on to Sun.

                  Phases I through 3 above may take as long as seven (7)  months
                  to  complete  for a new  supplier.  Sun  will  pay for  source
                  inspection  for Phase 1, followed by source  inspection  for a
                  maximum  of six (6)  months  (during  Phase 2 & 3) on  Product
                  repaired by Supplier to ensure that the repair  process  meets
                  Sun's quality requirements.

         6.4      DTS Process

                  Upon written notification from Sun of Supplier's DTS approval,
                  the following requirements shall apply.

                  All DTS Products  will be released by Supplier by stamping the
                  packing  list on the  front  side  with a  SimService  Quality
                  approved  DTS  stamp (or  other  Sun  approved  identification
                  means).  Each packing list will contain information which will
                  facilitate traceability to Supplier's quality control document
                  for dud Product shipped.

                  Supplier  shall  maintain a log of lots shipped to  SunService
                  Distribution  Centers  as  DTS  Product.  This  log  shall  be
                  available to Sun for inspection/review.

                  Supplier will continue to be responsible for the  requirements
                  outlined in previous sections of this Exhibit.

                  Following DTS approval status,  any Supplier  repaired Product
                  found to be defective will require timely failure analysis and
                  corrective  action as specified in Section 7.3 of this Exhibit
                  C and Q 14.3 "Supplier Corrective Action". Failure to maintain
                  a quality  level of 99.8% based on thirty (30)  calendar  days
                  worth of repaired  Product will  disqualify  Supplier from DTS
                  status and lead to reinstituting third-party source inspection
                  which  will be paid for by  Supplier.  Supplier  will  then be
                  required to repeat the DTS qualification process.

July 18, 1994     November 29, 1995 ff       4         Network Peripherals, Inc.

<PAGE>


                      Sun FDDI/PCI Adapter
                      Product Specifications
                      __________________________________________________________


                      This document defines the Sun FDDI/PCI product line.

                      The adapter is referred to Sun  FDDI/PCI in the  remainder
                      of this specification.

                      A more detailed specification is given below.

                      *  "Confidential   portion  has  been  omitted  and  filed
                      separately with the Commission."


<PAGE>



                       AMENDMENT TO SUN MICROSYSTEMS, INC.
                           CORPORATE SUPPLY AGREEMENT

Sun Microsystems, Inc. ("Sun") and Network Peripherals, Inc. ("Supplier") hereby
agree  to  amend  the  Corporate  Supply  Agreement  between  them of even  date
("Agreement") as follows:

1. Add the following at the end of the first paragraph of Section 8:

*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."

2. Section 12 is deleted in its entirety and replaced by the following:

*  "Confidential  portion  has  been  omitted  and  filed  separately  with  the
Commission."

Except as so amended, the Agreement is confirmed in its entirety.




SUN MICROSYSTEMS, INC.                          NETWORK PERIPHERALS, INC.

BY:    _________________________                BY:    _________________________

NAME:  _________________________                NAMES: _________________________

TITLE: _________________________                TITLE: _________________________

DATE:  _________________________                DATE:  _________________________


March 3, 1997 ff                             1