Fill and Sign the Liability Agreement Contract Form

MATERIAL LIABILITY AGREEMENT Telocity, Inc. 10355 North De Anza Blvd. Cupertino, CA 95014 The Wellex Corporation agrees to purchase material classified as Long Lead Time and Non Cancelable Non Returnable components based on Telocity's Coyote product forecast. All engineering changes related to materials are the full liability of the Telocity Corporation. Wellex will provide Telocity a list of material, which will be identified as Long Lead Time and Non Cancelable Non Returnable. Upon agreement of each item and the quantity, Wellex will issue a purchase order to the appropriate supplier / vendor with a specified delivery date based on the Telocity product build forecast. Telocity will provide Wellex with purchase orders at least [*] prior to final product delivery. The purchase orders will cover costs for all material, labor and burden including the material purchased by Wellex as Long Lead Time and Non Cancelable Non Returnable. In the event, Telocity delays the product delivery date in excess of [*] past the original delivery date, an agreed to interest charge will be paid monthly. If for any reason, the Telocity Corporation changes, modifies or cancels the forecast or purchase orders, Telocity agrees to purchase all material (including handling charges or cancellation fees) within the standard net [*] agreement. All material engineering changes will also be the full liability of Telocity. The Wellex Corporation will perform its best efforts to return material and cancel material in both categories. In the event Wellex is not able to cancel or return the identified material Telocity remains fully liable to purchase the remaining material from Wellex. AGREED: Wellex Corporation AGREED: Telocity Inc. 44141 South Grimmer Blvd. 10355 North De Anza Blvd. Fremont, CA 94538 Cupertino, CA 95014 By: /s/ DICK FITZGERALD 10/26/99 By: /s/ KEVIN GRUNDY 10/26/99 ------------------------------- -------------------------------- (Signature) (Date) (Signature) (Date) Print Name: Dick Fitzgerald Print Name: Kevin Grundy ----------------------- ------------------------ Title: President Title: VP Engineering ---------------------------- ----------------------------- - ---------- [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission.