DISTRIBUTOR AGREEMENT

                                     between

                       TECH DATA PRODUCT MANAGEMENT, INC.

                                       and

                                  NETGEAR, INC.



NETGEAR Agreement Number: N130                     Effective Date: March 1, 1997

                                                   Term: 1 Year



Tech Data Product Management, Inc, a corporation organized under the laws of

Florida having a place of business located at 5350 Tech Data Drive, Clearwater,

FL 34620 ("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. Notices of a legal

nature shall be sent via registered or certified mail return receipt requested,

postage prepaid. All other notices will be sent via telefax with a confirming

"hard" copy to follow sent via mail, courier service or otherwise delivered to

the party to be notified. Notices of whatever nature shall be addressed to the

following address, or to such other address as may have been substituted by

written notice:



      To Distributor:                             To NETGEAR:

      Tech Data Product Management, Inc.          4401 Great America Parkway

      5350 Tech Data Drive                        P.O. Box 58185

      Clearwater, FL 34620                        Santa Clara, CA 95052-8185

      Attn: Tamra Muir                            Attn: Patricia Dutra-Gerard

      Vice President - Marketing Operations

      cc: Contracts Administration



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:



Tech Data Product Management, Inc.               NETGEAR, Inc.



By: /s/ PEGGY K. CALDWELL                        By: /s/ [ILLEGIBLE]

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

      (authorized signature)                           (authorized signature)



Name: PEGGY K. CALDWELL                          Name: Lloyd Carney

      (type or print)                                  (type or print)



Title: Sr. V.P. Marketing                        Title: Exec. V.P. GM Enterprise

                                                        Business Group



Date: 4/11/97                                    Date: 4/18/97



Tech Data NETGEAR Distributor Agreement                         031797



{PAGE}



1.       APPOINTMENT



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

Distributor is appointed as a non-exclusive 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. For the purposes

of this Agreement, Hardware and Software shall be collectively referred to as

"Products" unless stated otherwise. 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 user customers.



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. NETGEAR will use

reasonable efforts to transmit an acknowledgment in writing within 5 days of

receipt of an acceptable order. 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 agreed

to in writing by the parties. 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

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