and catalog. Following the [*], for any extension or renewal term, Distributor's appointment as Distributor shall be non-exclusive and NETGEAR may appoint other distributors in [*] at its sole discretion. 3. The terms and conditions of this Amendment, shall amend and supersede any conflicting terms of the original Agreement. All other terms of the original Agreement shall remain unchanged. IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above. NETGEAR: DISTRIBUTOR: NETGEAR, INC. INGRAM MICRO By: /s/ Lloyd Cainey By: /s/ Michael Terrell --------------- ------------------- Name: /s/ Lloyd Cainey Name: Michael Terrell Title: Exec VP Enterprise Business Group Title: Vice President Purchasing Date: 4/30/97 Date: 2/21/97 Ingram Amendment 1 111296 CONFIDENTIAL TREATMENT REQUEST * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. [INGRAM MICRO LOGO] AMENDMENT #2 TO THE DISTRIBUTION AGREEMENT THIS AMENDMENT (the "Amendment") is entered into this 15th day of July 1998, by and between INGRAM MICRO INC. ("Ingram") and NETGEAR, INC. ("Vendor"). The parties have agreed to amend their Distribution Agreement ("Agreement") dated October 1,1996. 1. Section 2, TERRITORY, is amended to be United States, [*]. 2. This Amendment shall remain in effect for the current term and any renewal term of the Agreement. Notwithstanding the foregoing, all other provisions of the Agreement remain unchanged. The undersigned has read this Amendment, agrees hereto, and is an authorized representative of its respective party. INGRAM MICRO INC. NETGEAR, INC. 1600 East St. Andrew Place 4401 Great America Parkway Santa Ana, CA 92705 P.O. Box 58185 Santa Clara, CA 95052-8185 By: /S/ AC Mann By: /s/ PATRICK Lo ---------------- -------------------- Name: AC Mann Name: PATRICK Lo Title: VP Purchasing Title: V. P. Netgear, Inc. 1