INGRAM MICRO

                                       AND

                                     NETGEAR



NETGEAR Agreement Number: N115                     Effective Date: March 1, 1996

                                                   Term: 1 Year



Ingram Micro, a corporation organized under the laws of the State of California,

having a place of business located at 1600 E. St. Andrew Place, Santa Ana,

California, USA, ("Distributor") and NETGEAR, Inc. ("NETGEAR"), a wholly owned

subsidiary of Bay Networks, Inc., organized under the laws of the State of

Delaware, having a place of business at 4401 Great America Parkway, Santa Clara,

California, USA, agree that the following terms govern the purchase, sale, and

licensing of Products (as defined below) between the parties.



NOTICES:



All notices given under the Agreement are to be in writing and may be sent by

mail, telefax, courier service or otherwise delivered to the party to be

notified at the following address, or to such other address as may have been

substituted by written notice:



         To Distributor:                      To NETGEAR:

         1600 E. ST. ANDREWS PL.              4401 Great America Parkway

         P.O. BOX 25125                       P.O. Box 58185

         SANTA ANA, CA 92799-5125             Santa Clara, CA 95052-8185

         (???)                                Patricia Dutra-Gerard





DISTRIBUTOR AND NETGEAR ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT TOGETHER

WITH THE ATTACHED EXHIBIT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS

AND CONDITIONS.



AGREED:                                   AGREED:



Distributor                              NETGEAR, Inc.



By: /s/ Sanat K. Dutta                   By: /s/ Joe Booker

   ----------------------                   -----------------------

    (authorized signature)                    (authorized signature)



Name: Sanat K. Dutta                     Name:  Joe Booker

     ---------------                          ----------------

      (type or print)                           (type or print)



Title: Executive vice President          Title: Vice President & General Manager

                                                Commercial Business Unit



Date: October 16, 1996                   Date:  November 5, 1996



Ingram NETGEAR Distributor Agreement                                      083096







1.       APPOINTMENT



Subject to Distributor's performance of its obligations under this Agreement,

Distributor is appointed as a NETGEAR Distributor and may purchase certain

equipment ("Hardware") and licenses for software including revisions and updates

("Software"), as are listed in NETGEAR's then-current price list (the "Price

List") for resale within the Territory (as defined below). During the initial

one (1) year term of this Agreement. Distributor shall be the only distributor

appointed by NETGEAR in the Territory, subject to Distributor conducting

mutually agreed to marketing activities as described in the Marketing Plan to be

developed and agreed to by and between the parties and which shall be attached

to and made a part of this Agreement as Exhibit 4. For the purposes of this

provision, distributor shall mean a company acquiring products directly from

NETGEAR for resale or license to dealers or other second tier resellers which in

turn resell or license the products to end use customers. The foregoing

notwithstanding, during the initial one (1) year term and any subsequent period.

NETGEAR reserves the right to sell or license Products in the Territory to

customers other than distributors such as, but not limited to resellers who

procure Products at centralized locations for resale to end-use customers

solely through their wholly or majority owned retail outlets, both store-front

and catalog. Following the initial one (1) year term, for any extension or

renewal term, Distributor's appointment as Distributor shall be non-exclusive

and NETGEAR may appoint other distributors in the Territory at its sole

discretion.



2.       TERRITORY



Except as may be otherwise provided by law, Distributor may not distribute or

re-export any Products outside of the Territory identified herein as the United

States without the specific written consent of NETGEAR. In the event that

Distributor wishes to expand the scope of the Territory and is able to

adequately sell and support Products within the additional region, then upon the

approval of NETGEAR, the parties may choose by written agreement to modify the

Territory.



3.       ORDERS



A.       Distributor may purchase Products by placing orders under this

Agreement which are accepted by NETGEAR. No order will be effective until

accepted by delivery of NETGEAR's order acknowledgment. Distributor agrees that

each order placed with NETGEAR for Products shall be governed by this Agreement,

regardless of any additional or conflicting term in Distributor's order. Unless

otherwise specifically stated in the Order, all Orders accepted by NETGEAR shall

be deemed to be for immediate release. Orders may be sent by telefax or other

electronic media approved by NETGEAR and must specify:



         (a)      Distributor's Purchase Order number,



         (b)      Product and/or Service number and description for each item

                  ordered;



         (c)      Desired quantities;



         (d)      Purchase price for each Product or Service ordered;



         (e)      Tax status, including exemption certificate number if tax

                  exempt;



         (f)      Preferred shipping method; and



         (g)      Exact "Bill to" and "Ship to" address.



B.       MINIMUM/STANDARD LOT SIZES. Products must be ordered in the minimum

and/or standard lot size quantities specified in the Price Schedule. Orders for

less than minimum or non-standard lot size quantities of any Product may, at

NETGEAR's discretion, be rejected.



4.       PRICES, PRICE LIST, TAXES AND PAYMENT



INGRAM NETGEAR Distributor Agreement    2                                 083096







A.       PRICES. Prices for Produce are those set out in NETGEAR's Price List,

less the applicable discount specified in Exhibit 1. All Product prices are

F.O.B. NETGEAR's point of shipment, except as specified in Section 5 D.



B.       CHANGES. NETGEAR may modify the Price List at any time, including

changes to the Products or their corresponding list prices, but NETGEAR will

provide Distributor with written notice thirty days in advance of the effective

date of any price increase or Product deletion. Price decreases will apply to

the corresponding Products that art shipped by NETGEAR on or after the effective

date of the list price decrease.



C.       INVENTORY PRICE PROTECTION. In the event of a list price decrease on

any of the Products, Distributor may apply for a credit on those units of

Product: a) which were shipped by NETGEAR to Distributor no more than [*] prior

to the effective date of the list price decrease and remain unsold in

Distributor's inventory or are being returned under open RMA's or are in the

inventories of certain mutually agreed to Distributor retail accounts ("CMD

Named Accounts") as listed in Exhibit 3 to this Agreement on the effective date

of the list price decrease or b) which were in transit between NETGEAR and

Distributor on the effective date of the list price decrease.



The amount of the credit on any unit shall be equal to [*]. The foregoing

notwithstanding, in the event any of the Products were acquired under special

competitive pricing arrangements, the credit on such Products shall be [*].



In order to receive a credit, Distributor a) must submit to NETGEAR within [*]

of the effective date of the list price decrease, a report of inventory eligible

for the price credit and must have submitted its regular monthly inventory

report on time, according to Section 11, in each of the [*] prior to the

effective date of the list price decrease. Upon verification by NETGEAR of the

eligible units and credit amounts, NETGEAR will issue a credit to the

Distributor's account.



D.       TAXES AND OTHER LEVIES. Prices are exclusive of any tax, value-added

tax, fee, duty or governmental charge, however designated (except for NETGEAR's

franchise taxes or for taxes on NETGEAR's net income) which may be levied or

based on the Products, their sale, importation, use, or possession, or on this

Agreement. All such taxes or duties shall be for the account of Distributor and

any such taxes or duties required to be paid or collected by NETGEAR shall be

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