TABLE OF CONTENTS

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RECITALS
ARTICLE I
DEFINITIONS
1.1.		Specific Definitions			2
1.2.		Other Terms			9
1.3.		Interpretation			9
ARTICLE II
THE MERGER
2.1.		The Merger			10
2.2.		Closing			10
2.3.		Effective Time			10
2.4.		The Certificate of Incorporation			11
2.5.		The Bylaws			11
2.6.		Directors			11
2.7.		Officers			11
ARTICLE III
MERGER CONSIDERATION; EXCHANGE OF SHARES
3.1.		Effect on Capital Stock			11
3.2.		Escrow Fund			12
3.3.		Exchange of Certificates			12
3.4.		Adjustments to Prevent Dilution			13
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SKIPJAM
4.1.		Organization, Good Standing and Qualification			14
4.2.		Books and Records			14
4.3.		Capital Structure			15
4.4.		Corporate Authority; Approval and Fairness			15
4.5.		No Conflict; Governmental Filings			16
4.6.		Financial Statements			17
4.7.		Undisclosed Liabilities; etc			17

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4.8.		Absence of Certain Changes			17
4.9.		Litigation and Liabilities			20
4.10.		Employee Benefits			20
4.11.		Compliance with Laws; Permits			23
4.12.		Takeover Statutes			23
4.13.		Material Contracts			23
4.14.		Environmental Matters			25
4.15.		Accounting and Tax Matters			26
4.16.		Labor Matters			27
4.17.		Insurance			29
4.18.		Intellectual Property			29
4.19.		Title to Properties; Encumbrances			33
4.20.		Suppliers			34
4.21.		Product Warranties			34
4.22.		Certain Payments			34
4.23.		Brokers and Finders			35
ARTICLE V
REPRESENTIONS AND WARRANTIES OF NETGEAR AND MERGERSUB
5.1.		Organization, Good Standing and Qualification			35
5.2.		Corporate Authority			35
5.3.		No Conflict; Governmental Filings			35
5.4.		Capitalization of Merger Sub			36
5.5.		Litigation			36
ARTICLE VI
CONDUCT PRIOR TO CLOSING
6.1.		Interim Operations of SkipJam			36
ARTICLE VII
ADDITIONAL AGREEMENTS
7.1.		Information			39
7.2.		Access			40
7.3.		No Solicitation of Transactions			40
7.4.		Regulatory Filings			41
7.5.		Publicity			41
7.6.		Employees and Independent Contractors			41
7.7.		Tax Matters			41
7.8.		Cooperation			42
7.9.		Resignations			42
7.10.		Expenses			42

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7.11.		Further Assurances			43
ARTICLE VIII
CONDITIONS
8.1.		Conditions to Each Partys Obligation to Effect the Merger			43
8.2.		Conditions to Obligations of NETGEAR and Merger Sub			43
8.3.		Conditions to Obligation of SkipJam			45
ARTICLE IX
TERMINATION
9.1.		Termination by Mutual Consent			45
9.2.		Termination by Either NETGEAR or SkipJam			46
9.3.		Termination by NETGEAR			46
9.4.		Termination by SkipJam			46
9.5.		Effect of Termination and Abandonment			46
ARTICLE X
INDEMNIFICATION
10.1.		Survival of Representations and Warranties, Covenants and Agreements; Right to Indemnification Not Affected by Knowledge			47
10.2.		Indemnification by the Sole Stockholder and the Designated Principals			47
10.3.		Procedures for Indemnification			49
10.4.		Sole Stockholder and Designated Principals Representative			50
ARTICLE XI
MISCELLANEOUS AND GENERAL
11.1.		Modification or Amendment			51
11.2.		Waiver of Conditions			52
11.3.		Counterparts			52
11.4.		GOVERNING LAW; WAIVER OF JURY TRIAL; VENUE.			52
11.5.		Notices			53
11.6.		Entire Agreement			54
11.7.		No Third Party Beneficiaries			54
11.8.		Obligations of NETGEAR and of SkipJam			54
11.9.		Severability			54
11.10.		Assignment			54
11.11.		Specific Performance			54
11.12.		Schedules and Exhibits			54

EXHIBITS

EXHIBIT A Form of Sole Stockholder Consent
EXHIBIT B Form of Escrow Agreement
EXHIBIT C Form of Berkowitz, Trager & Trager LLC Opinion

AGREEMENT AND PLAN OF MERGER

          AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of July 26, 2006, among NETGEAR, Inc., a Delaware corporation (NETGEAR), SKJM HOLDINGS CORPORATION, a Delaware corporation and a wholly owned subsidiary of NETGEAR (Merger Sub), SKIPJAM CORP., a Delaware corporation (SkipJam), MICHAEL SPILO, the sole stockholder of SkipJam (the Sole Stockholder) and in his capacity as Stockholders Representative, JONATHAN DAUB, FRANCIS REFOL, DENNIS ALDOVER and ZHICHENG QIU.

RECITALS

          WHEREAS, the respective boards of directors of each of NETGEAR, Merger Sub and SkipJam have approved the merger of Merger Sub with and into SkipJam (the Merger) upon the terms and subject to the conditions set forth in this Agreement and have approved and declared advisable this Agreement;

          WHEREAS, the Sole Stockholder owns all of the outstanding shares of capital stock and other equity interests of SkipJam;

          WHEREAS, as a condition to closing and an inducement to NETGEAR entering into this Agreement, Michael Spilo, Jonathan Daub, Francis Refol, Dennis Aldover and Zhicheng Qiu (together, the Designated Principals) will enter into certain employment agreements with NETGEAR on or before the Closing Date, each of which agreements shall become effective not later than the Closing; and

          WHEREAS, contemporaneously with the execution and delivery of this Agreement, and as a condition and inducement to NETGEARs and Merger Subs willingness to enter into this Agreement, the Sole Stockholder of SkipJam has executed and delivered a stockholders consent dated as of the date hereof and substantially in the form attached hereto as Exhibit A (the Sole Stockholder Consent) consenting to, approving and adopting this Agreement and the Merger;

          WHEREAS, SkipJam, NETGEAR and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

          NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          1.1. Specific Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article I:

     2005 Financial Statements shall have the meaning set forth in Section 4.6.

     Acquisition Proposal shall mean (i) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving SkipJam and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the total voting power or of any class of equity securities of SkipJam, or 15% or more of the total assets of SkipJam, in each case other than the transactions contemplated by this Agreement.

     Affiliate means with respect to any Person, any director or executive officer of such Person and any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

     Agreement shall have the meaning set forth in the paragraph preceding the Recitals.

     Assets shall mean all of the properties and assets (real, personal or mixed, tangible or intangible, and including Intellectual Property), used or held for use in connection with or material to the continued operation of the business of SkipJam.

     Balance Sheet Date shall have the meaning set forth in Section 4.6.