FEB. 11, 2003



                           Master Purchase Agreement                      Page 1







                                     NETGEAR

                            MASTER PURCHASE AGREEMENT



This Master Purchase Agreement (the "Master Agreement") is entered into as of

Feb. 11, 2003 ("Effective Date") between NETGEAR, Inc., a Delaware corporation

having its principal place of business at 4500 Great America Parkway, Santa

Clara, California 95054 ("NETGEAR") and LITE-ON Technology Corp., a corporation

having its principal place of business at 7F, No. 10, Lane 345, Yangguang St.,

Neihu Chiu. Taipei 114, Taiwan ("SUPPLIER"), for good and valuable

consideration, the receipt and adequacy of which is hereby acknowledged.

Incorporated into this Master Agreement by reference herein are:



                  Exhibit A, General Terms (Version US 11/07/02)



                  Exhibit A1, Purchase Order (Version US 11/07/02)



                  Exhibit A2, Purchase Price and Services Fees (Version US

                  11/07/02)



                  Exhibit A3, Products, Product Specifications and Lead Time

                  (Version US 11/07/02)



                  Exhibit A4, NETGEAR Proprietary Technology (Version US

                  11/07/02)



                  Exhibit B, Software License Terms (Version US 11/07/02)



and any of the following selected Exhibits (uncheck the box for any Exhibits

that shall not be part of this Master Agreement):



         [X]      Exhibit C, Maintenance Services Terms (Version US 11/07/02)



         [X]      Exhibit D, Intellectual Property Protection Agreement (Version

                  US 11/07/02)



         [X]      Exhibit D1, Statement of Work (Version US 11/07/02)



         [X]      Exhibit E, Non-Recurring Engineering Costs (Version US

                  11/07/02)



         [X]      Exhibit F, Supplier Training Services Terms (Version US

                  11/07/02)



         [X]      Exhibit G, Quality Procedures/On-Going Reliability Testing

                  (Version US 11/07/02)



This Master Agreement, including all Exhibits that are incorporated by reference

herein, shall form the entire agreement, representation and understanding

between the parties with respect to the subject matter hereof and shall

supersede all previous and contemporaneous communications, representations or

understandings, either oral or written, between the parties relating to the

subject matter hereof.



IN WITNESS WHEREOF, the parties have caused this Master Agreement to be executed

by their duly authorized representatives with the intent to be legally bound as

of the Effective Date.



                            Master Purchase Agreement                     Page 2







NETGEAR, Inc.              SUPPLIER (Name of Company) Lite-on Technologies Corp.



/s/ Michael F. Falcon      /s/ Landy Chen

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

Name Michael F. Falcon     Name Landy Chen



     VP of Operations           AVP of Sales & Product Marketing

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

Title                      Title



    February 11, 2003          Feb. 11, 2003

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

Date                       Date



                           Master Purchase Agreement                      Page 3





                                    EXHIBIT A



                                  GENERAL TERMS



                               Version US 11/07/02



These General Terms are part of the Master Agreement between NETGEAR and

SUPPLIER, which incorporates these General Terms by reference herein. These

General Terms shall apply to the entire Master Agreement,



                                    RECITALS



A.       NETGEAR is engaged in the design, manufacture and sale of certain home

         and office systems and related products, which consist of hardware and

         associated software.



B.       SUPPLIER is engaged in the design, manufacture and sale of certain

         software and hardware Products (as defined below), which are used in or

         complement NETGEAR's products. SUPPLIER wishes to supply and license

         the Products to NETGEAR, for resale under the NETGEAR label as part of,

         or complementary to, NETGEAR's products,



1.       DEFINITIONS



1.1      Affiliate: means an entity that directly or indirectly controls, or is

         controlled by or is under common control with, the party. For the

         purposes of this definition, the term "control" shall mean the

         ownership of voting stock or other equity interest entitling the owner

         to exercise at least fifty percent (50%) of the voting rights of the

         entity.



1.2      Change of Control: means (i) any transaction following the Effective

         Date by which any person or group of persons (other than an Affiliate)

         acquires (in a single or a series of related transactions) more than

         fifty percent (50%) of the equity interest of SUPPLIER; (ii) a merger

         or other business combination by which any third party acquires (in a

         single or a series of related transactions) more than fifty percent

         (50%) of the equity interest of SUPPLIER or the entity surviving such

         merger or combination; or (iii) any other transaction by which any

         third party acquires (in a single or a series of related transactions)

         control of all or fifty percent (50%) of all the assets of SUPPLIER or

         acquires the exclusive rights to the Products and the Intellectual

         Property Rights necessary to make, modify, manufacture and sell the

         Products.



1.3      Documentation: means all technical and operating guides and manuals and

         program descriptions of the Products listed in Exhibit A3. as updated

         by SUPPLIER from time to time,



1.4      End User: means a person or business entity that purchases, leases or

         otherwise properly obtains the right to use NETGEAR systems directly

         from NETGEAR or through one or more intermediaries for its own use or

         for internal business purposes (and not for transfer or resale to

         others).



                          Master Purchase Agreement         Page 4







1.5      Epidemic Failure: means a defect or set of related defects in the

         Products resulting from defects in material, workmanship, manufacturing

         process or design deficiencies affecting one-quarter percent (.25%) or

         more of the Products delivered during any three (3) month period,



1.6      Intellectual Property Rights: means all United States and foreign

         patents, copyrights, trade names, trademarks, trade secrets, know-how,

         mask work rights, and any other intellectual property rights, whether

         registered or unregistered.



1.7      Marks; means NETGEAR's trademarks, service marks, trade names, and

         logos.



1.8      Maximum Quantity; means the quantity of the Products in excess of [*].



1.9      NETGEAR Proprietary Technology; means any proprietary information,

         technical data, trade secrets or know-how, including, but not limited

         to, research, product plans, computer software and code, developments,

         inventions, processes, formulas, technology, designs, drawings,

         engineering, hardware configuration information, ,and other information

         and technology disclosed by NETGEAR either directly or indirectly in

         writing, orally or by drawings or inspection of parts or equipment, By

         way of illustration and not limitation, NETGEAR Proprietary Technology

         may include materials listed in Exhibit A4.



1.10     Products: means the SUPPLIER base products identified in Exhibit A3

         that are privately labeled and customized for NETGEAR in accordance

         with the Product Specifications, and the Work Products that are

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