TABLE OF CONTENTS

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RECITALS
ARTICLE I DEFINITIONS			2
1.1. Specific Definitions			2
1.2. Other Terms			14
1.3. Interpretation			14
ARTICLE II THE MERGER			15
2.1. The Merger			15
2.2. Closing			15
2.3. Effective Time			16
2.4. The Articles of Incorporation			16
2.5. The Bylaws			16
2.6. Directors			16
2.7. Officers			16
ARTICLE III MERGER CONSIDERATION; EXCHANGE OF SHARES			17
3.1. Effect on Capital Stock			17
3.2. Payment for Shares and Infrant Stock Options			19
3.3. Escrow Fund			22
3.4. Dissenting Shares			22
3.5. Adjustments to Prevent Dilution			23
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF INFRANT			23
4.1. Organization, Good Standing and Qualification			23
4.2. Books and Records			24
4.3. Capital Structure			24
4.4. Corporate Authority; Approval and Fairness			25
4.5. No Conflict; Governmental Filings			26
4.6. Financial Statements			27
4.7. Undisclosed Liabilities; etc.			27
4.8. Absence of Certain Changes			27
4.9. Litigation and Liabilities			30
4.10. Employee Benefits			30
4.11. Compliance with Laws; Permits			31
4.12. Takeover Statutes			32
4.13. Material Contracts			32

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4.14. Environmental Matters			34
4.15. Accounting and Tax Matters			34
4.16. Labor Matters			36
4.17. Insurance			37
4.18. Intellectual Property			38
4.19. Title to Properties; Encumbrances			42
4.20. Suppliers			43
4.21. Product Warranties			43
4.22. Certain Payments			43
4.23. Infrant Information Statement Sections			43
4.24. Brokers and Finders			43
ARTICLE V REPRESENTATIONS AND WARRANTIES OF NETGEAR AND MERGERSUB			44
5.1. Organization, Good Standing and Qualification			44
5.2. Corporate Authority			44
5.3. No Conflict; Governmental Filings			45
5.4. Capitalization of Merger Sub			45
5.5. SEC Filings			45
5.6. Undisclosed Liabilities; etc.			46
5.7. Absence of Certain Changes			46
5.8. Suppliers			46
5.9. Product Warranties			46
ARTICLE VI CONDUCT PRIOR TO CLOSING			47
6.1. Interim Operations of Infrant			47
6.2. Interim Operations of NETGEAR			50
ARTICLE VII ADDITIONAL AGREEMENTS			50
7.1. Information			50
7.2. Access			50
7.3. No Solicitation of Transactions			51
7.4. Regulatory Filings			51
7.5. Publicity			52
7.6. Tax Matters			52
7.7. Cooperation			53
7.8. Expenses			53
7.9. Information Statement			53
7.10. Investor Questionnaires			54
7.11. Resignations			54
7.12. Infrant Calculations			54
7.13. Business Conduct Covenants			54
7.14. Holders Release			56

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7.15. Takeover Statute			56
7.16. Further Assurances			56
ARTICLE VIII CONTINGENT PAYMENTS			56
8.1. Selection Period			56
8.2. Adjusted Net Revenues Calculation			57
8.3. Contingent Payments			58
ARTICLE IX CONDITIONS			60
9.1. Conditions to Each Partys Obligation to Effect the Merger			60
9.2. Conditions to Obligations of NETGEAR and Merger Sub			61
9.3. Conditions to Obligation of Infrant			63
ARTICLE X TERMINATION			63
10.1. Termination by Mutual Consent			63
10.2. Termination by Either NETGEAR or Infrant			63
10.3. Termination by NETGEAR			64
10.4. Termination by Infrant			64
10.5. Effect of Termination and Abandonment			64
ARTICLE XI INDEMNIFICATION			64
11.1. Survival of Representations and Warranties, Covenants and Agreements; Right to Indemnification Not Affected by Knowledge			64
11.2. Indemnification by the Holders			65
11.3. Indemnification by NETGEAR			67
11.4. Procedures for Indemnification			67
11.5. Holders Representative			69
ARTICLE XII MISCELLANEOUS AND GENERAL			70
12.1. Modification or Amendment			70
12.2. Waiver of Conditions			70
12.3. Counterparts			70
12.4. GOVERNING LAW; JUDICIAL NOTICE; VENUE			71
12.5. Notices			71
12.6. Entire Agreement			72
12.7. No Third Party Beneficiaries			72
12.8. Obligations of NETGEAR and of Infrant			73
12.9. Severability			73
12.10. Assignment			73
12.11. Specific Performance			73
12.12. Schedules and Exhibits			73

EXHIBITS

EXHIBIT A Form of Shareholders Consent
EXHIBIT B Form of Investor Questionnaire
EXHIBIT C Form of Agreement of Merger
EXHIBIT D Form of Escrow Agreement
EXHIBIT E Form of Holders Release
EXHIBIT F White & Lee LLP Opinion Points

AGREEMENT AND PLAN OF MERGER

          AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of May 2, 2007, by and among NETGEAR, INC., a Delaware corporation (NETGEAR), NAS HOLDINGS CORPORATION, a California corporation and a wholly owned subsidiary of NETGEAR (Merger Sub), INFRANT TECHNOLOGIES, INC., a California corporation (Infrant), the Holders listed on the signature pages hereto and Paul Tien in his capacity as a Holder and as Holders Representative.

RECITALS

          WHEREAS, on the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the California Corporations Code (the CGCL), NETGEAR, Merger Sub and Infrant will enter into a business combination transaction pursuant to which Merger Sub will merge with and into Infrant (the Merger);

          WHEREAS, the board of directors of Infrant has (i) unanimously approved the Merger, (ii) adopted this Agreement in accordance with the provisions of the CGCL, (iii) directed that this Agreement and the Merger be submitted to the shareholders of Infrant for their adoption and approval, and (iv) resolved to recommend that the shareholders of Infrant vote in favor of the adoption of this Agreement and the approval of the Merger;

          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, (i) at least a majority of the outstanding shares of Common Stock of Infrant; (ii) at least a majority of the outstanding shares of Series A Preferred Stock of Infrant; (iii) at least a majority of the outstanding shares of Series B Preferred Stock of Infrant and (iv) at least a majority of the outstanding shares of Series C Preferred Stock of Infrant (the holders of such Shares, the Consenting Shareholders) have executed and delivered a shareholders consent dated as of the date hereof and substantially in the form attached hereto as Exhibit A (the Shareholders Consent) consenting to, approving and adopting this Agreement and the Merger;

          WHEREAS, contemporaneously with the execution and delivery of this Agreement and as a condition and an inducement to NETGEARs and Merger Subs willingness to enter into this Agreement, Infrant has furnished to NETGEAR such completed accredited investor questionnaires substantially in the form attached hereto as Exhibit B (collectively, the Investor Questionnaires) and such stock ledgers necessary to demonstrate that no more than 35 Contingent Payment Holders are not accredited investors within the meaning of Rule 501(a) under the Securities Act (as herein defined); and

           WHEREAS, Infrant, 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:

     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 Infrant and (ii) any proposal or offer to acquire in any manner, directly or indirectly, 10% or more of the total voting power or of any class of equity securities of Infrant, or 10% or more of the total assets of Infrant, in each case other than the transactions contemplated by this Agreement.

     Adjusted Net Revenues shall mean Net Revenues, minus (i) any revenue included in Net Revenues that is derived from hard drives sold on a purely standalone basis and (ii) any cost of goods attributable to hard drive sales that exceeds 20% of Net Revenues, in each case calculated in accordance with GAAP and consistent with the manner reported by NETGEAR in its periodic filings with the U.S. Securities and Exchange Commission.