
<PAGE>   1
                                                                EXHIBIT 10.9


                               ACCELGRAPHICS, INC.

                   DIGITAL EQUIPMENT CORPORATION OEM AGREEMENT

This OEM Agreement (the "AGREEMENT") is entered into as of February 21, 1996 by
and between AccelGraphics, Inc., a California corporation ("ACCELGRAPHICS"), and
Digital Equipment Corporation, ("OEM"). The effective date ("EFFECTIVE DATE")
shall be the last date on which an authorized representative of the parties
signed below.

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND EXHIBITS

1.1 Confidential Information. The term "CONFIDENTIAL INFORMATION" shall mean any
information disclosed by one party to the other pursuant to this Agreement which
is in written, graphic, machine readable or other tangible form and is marked
"Confidential", "Proprietary" or in some other manner to indicate its
confidential nature, including, without limitation, technical information not
included in the Documentation related to the Products, customer lists, marketing
plans, financial information and the terms of this Agreement. Confidential
Information may also include oral information disclosed by one party to the
other pursuant to this Agreement, provided that such information is designated
as confidential at the time of disclosure and is reduced to writing by the
disclosing party within a reasonable time (not to exceed thirty (30) days) after
its oral disclosure, and such writing is marked in a manner to indicate its
confidential nature and delivered to the receiving party. Notwithstanding any
failure to so identify it, however, all Software source code shall be
AccelGraphics Confidential Information.

1.2 Distributor. The term "DISTRIBUTOR" shall mean a person or entity that sells
computer hardware or software directly to End Customers or to resellers who sell
directly to End Customers.

1.3 Documentation. The term "DOCUMENTATION" shall mean written materials or
graphic files (including, without limitation, to user manuals promotional
brochures, and materials useful for design) that are displayed or printed and
relate to or support Products.

1.4 End Customer. The term "END CUSTOMER" shall mean any third party which
obtains a unit of the Product solely for its own internal business purposes and
not for further distribution or resale.

1.5 End Customer License. The term "END CUSTOMER LICENSE" shall mean such End
Customer License in the form attached as Exhibit B.

1.6 Initial Term. The term "INITIAL TERM" shall mean the first two-year term of
this Agreement commencing on the Effective Date and ending on the first
anniversary of the Effective Date.

1.7 Products. The term "PRODUCTS" shall mean those Products manufactured and/or
sold by AccelGraphics as described on Exhibit A attached hereto.

1.8 Proprietary Rights. The term "PROPRIETARY RIGHTS" shall mean all rights held
by AccelGraphics in the Products and its Confidential Information, including,
without limitation, patents, copyrights, author's rights, trademarks, trade
names, know-how and trade secrets, irrespective of whether such rights arise
under U.S. or international intellectual property, unfair competition or trade
secret laws.

1.9 Software. The term "SOFTWARE" shall mean any software, computer program,
source code, object code, listing or related material in machine-readable or
printed form (including firmware and all types of media), or any updates and
modifications thereto, that are included in the Products.

1.10 Specifications. The term "SPECIFICATIONS" shall mean the Product
specifications set forth in Exhibit C.
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1.11 Exhibits. The following attached Exhibits shall be made part of this
Agreement:

     A - Products and Pricing

     B - End Customer License

     C - Product Specifications

     D - OEM Pricing Forecast

     F - Product Warranty

     G - OEM Warranty Procedure

     H - OEM Tax Exemption Certificate

2. PRODUCTS

2.1 Products. The products covered by this Agreement shall be those products
listed in Exhibit A. AccelGraphics shall not be under the obligation to continue
the production of any Product which has a replacement product available which is
backwards compatible.

3. CERTIFICATION, LICENSES AND LIMITATIONS

3.1 OEM Certification. OEM certifies that each and every Product to be purchased
under this Agreement will be purchased on its behalf as an original equipment
manufacturer and that each and every Product will be incorporated by OEM into
another system or product that OEM assembles or sells as a spare part for such
"system", for sale or lease, in the regular course of OEM's business. OEM
further certifies that the system or product into which each and every Product
is incorporated will include a hardware computer system supplied by OEM unless
the Product is sold as a spare part for such system. OEM agrees that Products
intended for other purposes shall not be purchased under this Agreement. Upon
AccelGraphics' request, OEM shall furnish to AccelGraphics evidence of
compliance with the provisions of this Section 3. 1.

3.2 License Grants. Subject to the terms, conditions, and restrictions of this
Agreement, AccelGraphics hereby grants to OEM, under AccelGraphics' Proprietary
Rights in the Products, a nonexclusive license, without right to sublicense
except as set forth in Section 4. 1, to (i) use and distribute the Products
obtained from AccelGraphics hereunder, in the form in which such units are
delivered to OEM; (ii) copy the Documentation, solely in order to produce
collateral and technical manuals for the Products, and (iii) reproduce or have
reproduced in object code form only, the Software distributed by AccelGraphics
as necessary for use and distribution of the Products.

3.3 Purchase of Products Subject to Software License and Other Restrictions. The
sale of each Product to OEM and the transfer of title for each purchased Product
to OEM shall not include a sale of any Software or a transfer of any Software
title to OEM. Instead, subject to the terms, conditions and restrictions of this
Agreement, the sale of each Product shall include a fully paid license for OEM
to use and distribute the Software directly to End Customers or to Distributors.
AccelGraphics shall retain full title to the Software and all copies thereof,
and OEM and End Customers may use the Software only in accordance with the
provisions of the End Customer License. Neither OEM, its Distributors nor the
End Customers shall have any access to or rights in the Software source codes,
and OEM agrees that it shall not decompile, reverse engineer or otherwise
attempt to gain access to the Software source code. Except as specifically
provided in this Agreement, neither OEM, its Distributors nor the End Customers
shall have the right to copy, modify or remanufacture any Product or part
thereof.

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3.4 License to Manufacture Under Certain Conditions. If, during the term of this
agreement, AccelGraphics is unable to supply OEM with the quantity of Products
required by OEM pursuant to the terms of OEM's Purchase Orders in accordance
with the provisions of this Agreement for a period of sixty (60) days or more
after the scheduled delivery date, Seller shall grant to OEM, solely for the
purposes of manufacturing the Products, a license under all of Seller's
Intellectual Property Rights, with the right to sublicense, required by OEM to
manufacture the Products. Upon OEM's demand, AccelGraphics will forthwith
forward to OEM all required technology, including, without limitation, source
code for all software. Seller will also make available to OEM all necessary
technical assistance required by OEM to manufacture or have manufactured
AccelGraphics' Products hereunder and will ensure that OEM has ready access to
all required tooling and sources of material supply. If OEM does not use
AccelGraphics' current licensed manufacturers to manufacture the Products, OEM
shall be responsible for all out of pocket expenses incurred by AccelGraphics'
over $5,000, which have been previously authorized in writing by OEM. In the
event AccelGraphics demonstrates its ability and readiness to resume its
obligations under this Agreement, then OEM or its third-party designee shall
return within 90 days to AccelGraphics all information provided by AccelGraphics
under this paragraph and at that point all licenses to OEM of AccelGraphics'
Intellectual Property Rights pursuant to this paragraph shall immediately
terminate. Notwithstanding the above, OEM is not prohibited from manufacturing
or procuring any product providing AccelGraphics' intellectual property rights
are not infringed.


4. PRODUCT DISTRIBUTION

4.1 End Customer Licensing. Subject to the terms, conditions, and restrictions
of this Agreement, OEM and its Distributors shall distribute the Products to End
Customers with all related Product Documentation and the End Customer License.

4.2 Distribution Channels. Subject to the terms, conditions, and restrictions of
this Agreement, OEM shall be entitled to distribute the Products directly to End
Customers or to Distributors; provided, that OEM shall ensure that each
Distributor adheres to, and does not perform any act inconsistent with, the
terms and conditions of this Agreement.

4.3 Marketing. OEM shall use reasonable efforts to market, and distribute the
Products.

5. PRICING

5.1 Pricing. AccelGraphics' Product pricing is set forth in Exhibit A. Subject
to Section 7.4 and provided OEM complies with all terms, conditions and
restrictions of this Agreement, AccelGraphics agrees to grant OEM the discounts
as specified in Exhibit A.

5.2 Price Changes. AccelGraphics shall have the right to revise the prices set
forth in Exhibit A upon  [* * * *]  written notice to OEM. Price increases shall
apply to all purchase orders received after the effective date of such price
increases. Price decreases shall apply to all accepted but unshipped orders
existing on the effective date of such decrease, and to all purchase orders
received after the effective date of such decreases.

5.3 Promotional Pricing and Marketing. AccelGraphics may, from time to time,
offer special "Promotional Pricing" and/or "Promotional Marketing Programs"
which will be effective for specified time periods in which OEM may be asked to
participate. Promotional Pricing is not considered a price decrease for purposes
of Section 5.2.

6. FORECAST

6.1 Forecasts. During the term of this Agreement, OEM shall provide
AccelGraphics with a good faith non binding rolling [* * *] forecast, updated [*
* *] by [* * *], for units of the Products to be provided by AccelGraphics to
OEM hereunder during each [* * *].
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7. PRICING REVIEW PERIOD

7.1 Pricing Review Period. Every [* * *] starting from the start date of the
contract, AccelGraphics and OEM will review products purchased versus the
contract pricing. If the quantities purchased do not meet or exceed the agreed
upon levels in Exhibit D the contract pricing will be renegotiated. if contract
pricing is not agreed upon, AccelGraphics may cancel the contract with 30 days
notice.

8. ORDER, ACCEPTANCE AND PAYMENT

8.1 Orders. OEM shall initiate purchases under this Agreement by submitting
written purchase orders to AccelGraphics. Such orders shall state unit
quantities, unit descriptions, required delivery dates, and shipping
instructions. AccelGraphics may accept or reject any order in its sole
discretion. AccelGraphics' acceptance of a OEM order will be evidenced by
AccelGraphics' issuance of a sales order acknowledgment form. Such sales order
acknowledgment form will be issued within ten (10) days after AccelGraphics'
receipt of OEM's order. All orders for Products shipped to OEM by AccelGraphics
shall be subject to the terms and conditions of this Agreement. Any purchase
order which purports to supersede or otherwise modify this Agreement shall be of
no force or effect.

8.2 Lead Times and Delivery Dates. OEM shall submit purchase orders to
AccelGraphics in accordance with a lead time of (i) [* * *], if such purchase
orders are for quantities of Products forecasted by OEM pursuant to Section 6.
1, or (ii) such other lead times to OEM, if such purchase orders are for
quantities of Products not forecasted by OEM pursuant to Section 6.1 are:

<TABLE>
<CAPTION>

         Percent above Forecast             Lead Time
         ----------------------             ---------
<S>                                         <C>
              [* * * * *]                   [*  *  *]
              [* * * * *]                   [*  *  *]
              [* * * * *]                   [*  *  *]
              [* * * * *]                   [*  *  *]
              [* * * * *]                   [*  *  *]
</TABLE>

AccelGraphics shall use commercially reasonable efforts to deliver the Product
at the times set forth in AccelGraphics' written acceptances of OEM's purchase
orders. AccelGraphics shall notify OEM in a timely manner if a Product delivery
schedule previously accepted by both parties cannot be met by AccelGraphics, and
shall provide, in such instances, a new delivery date on which AccelGraphics
shall be able to deliver such Products.

8.3 Shipping. Unless otherwise specified by OEM and agreed to by AccelGraphics,
such Products shall be shipped by AccelGraphics in conformance with
AccelGraphics' standard shipping procedures. All Products delivered by
AccelGraphics shall be F.O.B. AccelGraphics' manufacturing plant (the "SHIPPING
POINT"), at which time risk of loss shall pass to OEM. All customs, duties,
freight, insurance and other shipping expenses from Shipping Point, as well as
other special packaging expenses requested by OEM, shall be borne by OEM. OEM
agrees to satisfy all import formalities pertaining to shipment of units of the
Product to destinations outside the United States.

8.4 Acceptance and Rejection. OEM shall inspect all Products promptly upon
receipt thereof and may reject any Product that fails in any material way to
meet the Specifications. Any Product not properly rejected within ten (10) days
after receipt of that Product by OEM (the "REJECTION PERIOD") shall be deemed
accepted. To reject a Product, OEM shall, within the Rejection Period, notify
AccelGraphics in writing or by facsimile of its rejection and request a Returned
Material Authorization ("RMA") number. AccelGraphics shall use its best efforts
to provide the RMA number in writing or by facsimile to OEM within five (5) days
after receipt of the request. Within ten (10) days after receipt of the RMA
number, OEM shall return to AccelGraphics the rejected Product, freight prepaid,
in its original shipping carton with the RMA number displayed on the outside of
the carton. Provided that AccelGraphics has complied with its obligations in
this Section 8.4, AccelGraphics reserves the right to refuse to accept any
rejected Product that does not bear an RMA number on the outside of its carton.
As
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promptly as possible, but no later than thirty (30) days after receipt by
AccelGraphics of properly rejected Products, AccelGraphics shall, at its option
and expense, either repair or replace the Products. AccelGraphics shall pay the
shipping charges back to OEM for properly rejected Products; otherwise, OEM
shall be responsible for the shipping charges.

8.5 Return of Products after Rejection Period. Unless a Product is returned in
accordance with the provisions of AccelGraphics' standard warranty for the
Product described in Section 13.1 below, after the Rejection Period, OEM may not
return a Product to AccelGraphics for any reason without AccelGraphics' prior
written consent. For any Product for which AccelGraphics gives such consent,
AccelGraphics shall charge OEM a restocking fee equal to [* * *] of OEM's
purchase price for that Product and shall credit the balance of the purchase
price to OEM's account. OEM shall be responsible for all shipping charges.

8.6 Payment Terms. AccelGraphics shall submit an invoice to OEM upon shipment of
each Product ordered by OEM. The invoice shall cover OEM's purchase price for
the Products in a given shipment plus any freight, taxes or other applicable
costs initially paid by AccelGraphics but to be borne by OEM. The full invoiced
amount for each shipment of Products shall be paid thirty (30) days from the
date of invoice if OEM's credit standing is approved by AccelGraphics.
AccelGraphics reserves the right to change the credit terms provided herein if,
in AccelGraphics' sole discretion, such a change is warranted by OEM's financial
condition and payment history. All payments shall be made in U.S. Dollars.

8.7 Taxes. All prices are exclusive of any export, federal, state and local
taxes, duties or excises other than taxes based on AccelGraphics' net income. If
AccelGraphics pays any taxes, duties or excises which are not included in prices
charged for the Product, AccelGraphics shall itemize such taxes, duties or
excises as a separate item on its invoices to OEM, and OEM shall reimburse
AccelGraphics for such taxes, duties or excises; provided, that OEM shall not be
required to make any such reimbursement if it provides a then-current and valid
tax exemption certificate to AccelGraphics. Such certificate may be attached as
Exhibit G. OEM shall immediately notify AccelGraphics if any tax exemption
certificate which OEM has supplied to AccelGraphics becomes invalid.

8.8 Security Interest. AccelGraphics hereby reserves, and OEM hereby grants to
AccelGraphics, a purchase money security interest in each Product sold under
this Agreement. If OEM sells or leases such Product to another party prior to
OEM's paying the full amount of OEM's purchase price for such Product, then the
security interest shall cover the proceeds from such sale or lease. A security
interest in a Product will be satisfied by payment in full of OEM's purchase
price for such Product. OEM hereby appoints AccelGraphics as its
attorney-in-fact to execute, on OEM's behalf and in OEM's name, financing
statements and other instruments to perfect AccelGraphics' security interest in
each Product for the amount of OEM's purchase price for such Product. A copy of
this Agreement may be filed with the appropriate authorities at any time after
its execution as a financing statement or chattel mortgage to perfect
AccelGraphics' security interest.

9. RESCHEDULE AND CANCELLATION

9.1 Reschedule. Except for the Initial Purchase Order, OEM may reschedule any
order without a cancellation fee by delivering written notice to AccelGraphics
at least [* * *] before the scheduled shipment date, provided that (i) the
rescheduled delivery date is not more than [* * *] after the original delivery
date and (ii) [* * *].

9.2 Cancellation Fee. Except for the Initial Purchase Order, OEM may cancel any
order without a cancellation fee by delivering written notice to AccelGraphics
at least [* * *] before the scheduled shipment date. OEM agrees to pay
AccelGraphics a cancellation charge of [* * *] of the net price of each Product
canceled, for any order canceled with less than [* * *] notice to AccelGraphics.

10. OBSOLESCENCE AND ENGINEERING MODIFICATIONS

10.1 Obsolescence. AccelGraphics reserves the right to modify, alter, improve,
change or discontinue any or all of Products covered by this Agreement upon
written notice to OEM.
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10.2 Engineering Modifications. AccelGraphics will give OEM [* * *] advance
notice of all engineering modifications that will affect Products in OEM's
inventory if such changes affect form, fit or function. If these modifications
make it difficult for OEM to sell this inventory, AccelGraphics will work with
OEM to move the affected inventory through resale channels. OEM may cancel with
out charge any of the affected product on order after notification, up to [* *
*] days before scheduled delivery date.

11. SUPPORT AND TRAINING

11.1 End Customer Support. OEM shall be responsible for supporting all Product
that it distributes, or causes to be distributed, to End Customers, and for
otherwise interfacing with End Customers. OEM shall have no right, without
certification and written approval by AccelGraphics, to conduct warranty repairs
on Products. OEM shall not represent to any third party that AccelGraphics is
available to answer questions from such third party regarding the Product.

11.2 AccelGraphics Support to OEM. AccelGraphics will provide reasonable
consultation via telephone, facsimile and electronic mail to OEM during
AccelGraphics' normal business hours with respect to any Distributor or End
Customer questions that OEM cannot adequately answer.

12. LIMITED WARRANTIES

12.1 Limited Warranties. AccelGraphics' Standard Graphics Accelerator Board
Warranty and Standard Software Warranty are set forth in Exhibit E. The warranty
return procedure is outlined in Exhibit F ACCELGRAPHICS' WARRANTIES STATED IN
EXHIBIT E ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

13. OWNERSHIP OF PROPRIETARY RIGHTS

13.1 Ownership of Proprietary Rights. OEM acknowledges that the Products are
proprietary to AccelGraphics and that AccelGraphics retains exclusive ownership
of Products and all Proprietary Rights associated with Products. OEM shall take
all reasonable measures to protect AccelGraphics' Proprietary Rights in the
Products. Except as expressly provided in this Agreement, OEM is not granted any
other rights or licenses to patents, copyrights, trade secrets or trademarks
concerning Products. OEM shall promptly notify AccelGraphics in writing upon its
discovery of any unauthorized use of the Products or infringement of the
Products or AccelGraphics' Proprietary Rights. OEM shall not sell to any End
Customer if OEM has notified AccelGraphics that such Customer may be involved in
potential unauthorized use of Products or other infringement of AccelGraphics'
Proprietary Rights.

14. CONFIDENTIALITY

14.1 Confidentiality. Each party shall treat as confidential all Confidential
Information of the other party, shall not use such Confidential Information
except as set forth herein, and shall use reasonable efforts not to disclose
such Confidential Information to any third party. Without limiting the
foregoing, each of the parties shall use at least the same degree of care which
it uses to prevent the disclosure of its own confidential information of like
importance to prevent the disclosure of Confidential Information disclosed to it
by the other party under this Agreement. Each party shall promptly notify the
other party of any actual or suspected misuse or unauthorized disclosure of the
other party's Confidential Information. OEM shall not publish any technical
description of Products beyond the description published by AccelGraphics.

14.2 Exceptions. Notwithstanding the above, neither party shall have liability
to the other with regard to any Confidential Information of the other which the
receiving party can prove: (i) was publicly available through no fault of the
receiving party; (ii) was known to the receiving party, without restriction, at
the time of disclosure, as demonstrated by files in existence at the time of
disclosure; (iii) was known to the receiving party, without restriction, from a
source other than the disclosing party without breach of this Agreement by the
receiving party
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and otherwise not in violation of the disclosing party's rights; or (iv) was
independently developed by the receiving party without any use of the
Confidential Information, as demonstrated by files created at the time of such
independent development.

14.3 Confidentiality of this Agreement. Each party shall be entitled to disclose
the existence of this Agreement, but agrees that the terms and conditions of
this Agreement shall be treated as Confidential Information and shall not be
disclosed to any third party; provided, however, that each party may disclose
the terms and conditions of this Agreement: (i) as required by any court or
other governmental body; (ii) as otherwise required by law; (iii) to legal
counsel of the parties; (iv) in confidence, to accountants, banks, and financing
sources and their advisors; (v) in connection with the enforcement of this
Agreement or rights under this Agreement; or (vi) in confidence, in connection
with an actual or proposed merger, acquisition, or similar transaction.

14.4 Return of Confidential Information. Upon expiration or termination of this
Agreement, each party shall return all Confidential Information received from
the other party. Moreover, each party shall return Confidential Information upon
the written request from such other party.

15. TRADEMARKS

15.1 Trademarks. During the term of this Agreement, OEM shall have a
non-exclusive, non-transferable right to indicate to the public that its systems
and/or products contain AccelGraphics' Products and to designate such Products
under the trademarks, marks, and tradenames that AccelGraphics may adopt from
time to time ("Trademarks"). OEM shall not remove or alter any Trademark that is
applied to the Products upon receipt of Products from AccelGraphics. Except as
set forth in this Section 15. 1, OEM shall have no right, title or interest in
the Trademarks. At no time during or after the term of this Agreement shall OEM
challenge or assist others to challenge the Trademarks or the registration 
thereof or attempt to register any trademarks, marks or trade names confusingly
similar to the Trademarks. All representations of the Trademarks that OEM
intends to use shall be exact copies of those used by AccelGraphics, or shall
first be submitted to the appropriate AccelGraphics personnel for approval of
design, color, and other details; and such approval shall not be unreasonably
withheld. If any of the Trademarks are to be used in conjunction with another
party's trademark on or in relation to Products, then the AccelGraphics
Trademarks shall be presented equally legibly, equally prominently, but
nevertheless separated from the other so that each appears to be a trademark in
its own right, distinct from the other mark.

15.2 Termination of Agreement. Upon termination of this Agreement for any
reason, OEM will immediately cease all use of Trademarks and, at OEM's election,
destroy or deliver to AccelGraphics all materials in control or possession which
bear such Trademarks.

16. INDEMNITY

16.1 By AccelGraphics. OEM agrees that AccelGraphics has the right to defend, or
at its option to settle, and AccelGraphics agrees, at its own expense, to defend
or at its option to settle, any claim, suit or proceeding brought against OEM or
its customer on the issue of infringement of any patent, copyright or trademark
by the Products sold hereunder or the use thereof, subject to the limitations
hereinafter set forth. AccelGraphics shall have sole control of any such action
or settlement negotiations, and AccelGraphics agrees to pay, subject to the
limitations hereinafter set forth, any final judgment entered against OEM or its
customer on such issue in any such suit or proceeding defended by AccelGraphics.
OEM agrees that AccelGraphics at its sole option shall be relieved of the
foregoing obligations unless OEM or its customer notifies AccelGraphics promptly
in writing of such claim, suit or proceeding and gives AccelGraphics authority
to proceed as contemplated herein, and, at AccelGraphics' expense, gives
AccelGraphics proper and full information and assistance to settle and/or defend
any such claim, suit or proceeding.

16.2 AccelGraphics Options. If the Products, or any part thereof, are, or in the
opinion of AccelGraphics may become, the subject of any claim, suit or
proceeding for infringement of any patent, copyright or trademark, or if it is
adjudicatively determined that the Products, or any part thereof, infringe any
patent, copyright or trademark, or if the sale or use of the Products, or any
part thereof, is, as a result, enjoined, then AccelGraphics may, at its option
<PAGE>   8
and expense either: (i) procure for OEM and its customers the right under such
patent, copyright or trademark to sell or use, as appropriate, the Products or
such part thereof; or (ii) replace the Products, or part thereof, with other
suitable Products or parts; or (iii) suitably modify the Products, or part
thereof, or (iv) if the use of the Products, or part thereof, is prevented by
injunction, remove the Products, or part thereof, and refund the aggregate
payments paid therefor by OEM, less a reasonable sum for use and damage.
AccelGraphics shall not be liable for any costs or expenses incurred without its
prior written authorization.

16.3 Limitation, Notwithstanding the provisions of Section 16.1 above,
AccelGraphics assumes no liability for (i) infringements covering completed
equipment or any assembly, circuit, combination, method or process in which any
of the Products may be used but not covering the Products when used alone; (ii)
trademark infringements involving any marking or branding not applied by
AccelGraphics or involving any marking or branding applied at the request of
OEM; or (iii) infringements involving the modification or servicing of the
Products, or any part thereof, unless such modification or servicing was done by
AccelGraphics.

16.4 Entire Liability. The foregoing provisions of this Section 16 state the
entire liability and obligations of AccelGraphics and the exclusive remedy of
OEM, its Distributors and their respective End Customers with respect to any
alleged infringement of patents, copyrights, trademarks or other intellectual
property rights by the Products or any part thereof.

16.5 By OEM. Except for infringement claims covered by AccelGraphics' indemnity
in Section 16. 1, OEM agrees to indemnify and hold AccelGraphics harmless
against any cost, loss, liability, or expense (including attorneys' fees)
arising out of third party claims against AccelGraphics as a result of OEM's (i)
representations of the Product which are inconsistent with AccelGraphics'
published Product descriptions and warranties, or (ii) other use or distribution
of the Product not authorized by this agreement.

17. LIMITATION OF LIABILITY

17.1 LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTION 16, OEMS EXCLUSIVE
RIGHT TO RECOVER DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE TOTAL
AMOUNT PAID TO ACCELGRAPHICS FOR THE PRODUCT PURCHASED OR $200K, WHICH EVER IS
LESS, FOR THE PRODUCTS THAT ARE THE SUBJECT MATTER OF OEM'S CLAIM. IN NO EVENT
WILL ACCELGRAPHICS BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR ANY
CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND UNDER ANY
CAUSE OR ACTION (INCLUDING NEGLIGENCE), WHETHER OR NOT ACCELGRAPHICS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

18. TERM AND TERMINATION

18.1 Term of Agreement. The Initial Term of this Agreement shall commence on the
Effective Date of this Agreement and remain in force for two (2) years from the
Effective Date and shall automatically renew for one (1) year increments
(Subsequent Terms) unless earlier terminated under the terms of this Agreement.

18.2 Default. If either party defaults in the performance of any of its material
obligations hereunder and if such default is not corrected within thirty (30)
days after written notice thereof by the other party, then the nondefaulting
party, at its option, may, in addition to any other remedies it may have,
terminate this Agreement by giving written notice of termination to the
defaulting party.

18.3 Insolvency. This Agreement may be terminated immediately by either party,
on written notice, (i) if the other party becomes insolvent, (ii) upon the
institution by the other party of insolvency, receivership or bankruptcy
proceedings or any other proceedings for the settlement of its debts, (iii) upon
the institution of such proceedings against the other party, which are not
dismissed or otherwise resolved in its favor within sixty (60) days thereafter,
(iv) upon the other party's making a general assignment for the benefit of
creditors, or (v) upon the other party's dissolution or ceasing to conduct
business in the normal course.
<PAGE>   9
18.4 Termination for Failure Renegotiate Pricing. If OEM fails to purchase up to
the forecasted product levels in Exhibit D and AccelGraphics and OEM are unable
to renegotiate pricing based on the actual quantity of products purchased as set
forth in Section 7 above, then AccelGraphics may terminate this Agreement upon
[***] written notice to OEM.

18.5 Fulfillment of Orders upon Termination. Upon termination of this Agreement
for other than OEM'S breach, AccelGraphics shall have the option, at its sole
discretion, to continue to fulfill all orders accepted by AccelGraphics prior to
the date of termination.

18.6 Effect of Termination.

     (a) If this Agreement is terminated, AccelGraphics shall have the option, 
at its sole discretion, to repurchase from OEM any or all Products shipped to
OEM which remain unsold Products in OEM'S inventory, at the net price paid by
OEM, less any prior credits granted by AccelGraphics.

     (b) Notwithstanding any credit terms previously established with OEM,
upon notice of termination, all monies owed to AccelGraphics shall become due
and OEM shall remit to AccelGraphics such monies owed no later than ten (10)
days after receipt of notice of termination.

     (c) If this Agreement is terminated or expires, then all of OEM'S rights 
and licenses with respect to the Product shall terminate, provided that (i)
OEM'S right to continue to use one (1) copy of the Product and one (1) copy of
the related Documentation, in accordance with this Agreement, solely to support
and maintain existing OEM End Customers shall survive; and (H) each End Customer
license granted by OEM in accordance with this Agreement, in existence as of the
effective date of expiration or termination, shall survive in accordance with
its terms, subject to termination for default in accordance with its terms,
which shall include the right of AccelGraphics and OEM to terminate for default
with respect to the End Customer License. All other copies of the Product and
related Documentation in OEM'S and its Distributors' possession shall be
promptly destroyed or returned to AccelGraphics.

19. SURVIVAL

The provisions of Section 8.5 ("Return of Products After Rejection Period"),
Section 8.6 ("Payment Terms"), Section 8.8 ("Taxes"), Section 8.9 ("Security
Interest"), Section 12 ("Limited Warranties"), Section 13 ("Ownership of
Proprietary Rights"), Section 14 ("Confidentiality"), Section 15 ("Trademarks"),
Section 16 ("Indemnity"), Section 17 ("Limitation of Liability"), Section 18
("Term and Termination"), Section 19 ("Survival"), Section 20 ("Export Laws and
Regulations") and Section 21 ("General") shall survive the termination of this
Agreement for any reason. All other rights and obligations of the parties shall
cease upon termination of this Agreement.

20. EXPORT LAWS AND REGULATIONS

20.1 Import & Export Controls. OEM understands that AccelGraphics is subject to
regulation by agencies of the U.S. government, including the U.S. Department of
Commerce, which prohibit export or diversion of certain products and technology
to certain countries. Any and all obligations of AccelGraphics to provide
Products, as well as any technical assistance, will be subject in all respects
to such United States laws and regulations and will from time to time govern the
license and delivery of technology and products abroad by persons subject to the
jurisdiction of the United States, including the Export Administration Act of
1979, as amended, any successor legislation, and the Export Administration
Regulations issued by the Department of Commerce, International Trade
Administration, or Office of Export Licensing. OEM warrants that it will comply
in all respects with the export and reexport restrictions set forth in the
export license (if necessary) for every Product shipped to OEM. OEM will take
all actions which may be reasonably necessary to assure that no end-user
contravenes such United States laws or regulations.
<PAGE>   10
20.2 Export Prohibitions. Without in any way limiting the provisions of this
Agreement, OEM agrees that unless prior authorization is obtained form the
Office of Export Licensing, it will not export, reexport, or transship, directly
or indirectly, to country groups Q, S, W, Y, or Z (as defined in the Export
Administration Regulations), or Afghanistan or the People's Republic of China
(excluding Taiwan) any of the technical data disclosed to OEM or the direct
product of such technical data or otherwise contravene the Export Administration
Regulations or other United States laws and regulations in effect from time to
time.

20.3 English Language. This Agreement was negotiated and executed in English,
and the original English language version will be controlling.

20.4 Government Approvals. OEM represents and warrants that no consent or
approval of any governmental authority is required in connection with the valid
execution and performance of this Agreement.

20.5 Currency Control. OEM represents and warrants that no currency control laws
prevent the payment to AccelGraphics of any sums due under this Agreement.

21. GENERAL

21.1 U.S. Government Restricted Rights. OEM shall ensure that any Software
distributed, directly or indirectly, by OEM to the United States Government
shall be distributed pursuant to an agreement that contains the following
language:

         "This Product is provided with RESTRICTED RIGHTS. Use, duplication, or
         disclosure by the government is subject to the restrictions set forth
         in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer
         Software clause at 48 CFR 252.227-7013, or in the Commercial Computer
         Software Restricted Rights clause at 48 CFR 52.227-19, as applicable.
         The contractor is [Insert Name and Address of OEM]. The manufacturer is
         AccelGraphics, Inc., 1942 Zanker Road, San Jose, CA 95112.

21.2 Assignment. OEM shall not assign this Agreement in whole or in part,
without AccelGraphics' prior written approval. AccelGraphics may assign this
Agreement in whole or in part. AccelGraphics may also sell, pledge or otherwise
transfer its right to receive payments under this Agreement. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

21.3 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California, without reference to
conflict of laws principles.

21.4 Forum Selection. All disputes arising out of this Agreement shall be
subject to the exclusive jurisdiction of the state and federal courts within
Santa Clara County, California, and the parties agree and submit to the personal
and exclusive jurisdiction and venue of these courts.

21.5 Partial Invalidity. If any provision in this Agreement shall be found or be
held to be invalid or unenforceable in any jurisdiction in which this Agreement
is being performed, then the meaning of said provision shall be construed, to
the extent feasible, so as to render the provision enforceable, and if no
feasible interpretation would save such provision, it shall be severed from the
remainder of this Agreement, which shall remain in full force and effect. In
such event, the parties shall negotiate, in good faith, a substitute, valid and
enforceable provision which most nearly effects the parties' intent in entering
into this Agreement.

21.6 Independent Contractors. The parties hereto are independent contractors.
Nothing contained herein or done in pursuance of this Agreement shall constitute
either party the agent of the other party for any purpose or in any sense
whatsoever, or constitute the parties as partners or joint ventures. OEM shall
not create or assume any obligation on AccelGraphics' behalf for any purpose
whatsoever, unless AccelGraphics expressly agrees to such an obligation in
writing.
<PAGE>   11
21.7 Modification. No alteration, amendment, waiver, cancellation or any other
change in any term or condition of this Agreement shall be valid or binding on
either party unless the same shall have been mutually assented to in writing by
both parties.

21.8 Waiver. The failure of either party to enforce at any time any of the
provisions of this Agreement, or the failure to require at any time performance
by the other party of any of the provisions of this Agreement, shall in no way
be construed to be a present or future waiver of such provisions, nor in any way
affect the right of either party to enforce each and every such provision
thereafter. The express waiver by either party of any provision, condition or
requirement of this Agreement shall not constitute a waiver of any future
obligation to comply with such provision, condition or requirement.

21.9 Notices. Any notice required or permitted to be given by either party under
this Agreement shall be in writing and shall be personally delivered or sent by
certified or registered letter, or by facsimile confirmed by registered or
certified letter, to the other party at the following address, or such new
address as may from time to time be supplied hereunder by the parties hereto.
Notices will be deemed effective three (3) working days after deposit, postage
prepaid, in the mail.
<TABLE>
<CAPTION>

ACCELGRAPHICS                               DIGITAL EQUIPMENT CORPORATION
<S>                                         <C>
AccelGraphics, Inc.                         ____________________________________
1942 Zanker Road                            ____________________________________
San Jose, California 95112                  ____________________________________
Telephone: 408-441-1556                     Telephone:__________________________
Facsimile: 408-467-5097                     Facsimile:__________________________
Attention: President                        Attention:__________________________
</TABLE>

21.10 Force Majuere. Notwithstanding anything else in this Agreement, and except
for the obligation to pay money, no default, delay or failure to perform on the
part of either party shall be considered a breach of this Agreement if such
default, delay or failure to perform is shown to be due to causes beyond the
reasonable control of the party charged with a default, including, but not
limited to, causes such as strikes, lockouts or other labor disputes, riots,
civil disturbances, actions or inactions of governmental authorities or
suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of
God, nuclear disasters, or default of a common carrier; provided, that for the
duration of such force majeure the party charged with such default must continue
to use all reasonable efforts to overcome such force majeure.

21.11 Legal Fees. In any litigation or arbitration relating to this Agreement,
including litigation or arbitration with respect to any addendum, instrument,
document or agreement made under or in connection with this Agreement, the
prevailing party shall be entitled to recover its costs and reasonable
attorneys' fees.

21.12 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument.

21.13 Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter of this Agreement.
This Agreement merges and supersedes all prior or contemporaneous agreements,
discussions and understandings between the parties, oral or written, concerning
the subject matter of this Agreement.
<PAGE>   12


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by duly authorized officers or representatives as of the date first above
written.

ACCELGRAPHICS, INC.                              Digital Equipment Corporation

By:      /s/ Nancy E. Bush                       By:      /s/ Eddie C. Maxie
   ___________________________________              ____________________________

Print Name:      Nancy E. Bush                   Print Name:   Eddie C. Maxie
           ___________________________                      ____________________

Title:           CFO                             Title:        VP Acquisition
      ________________________________                 _________________________

Date:            2/21/96                         Date:         2/5/96
      ________________________________                 _________________________
<PAGE>   13


                                    EXHIBIT A

                              PRODUCTS AND PRICING


[*   *   *]              [*   *   *]                         [*   *   *]
<PAGE>   14


                                    EXHIBIT B

                              END CUSTOMER LICENSE

READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY BEFORE USING THIS
SOFTWARE. BY USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS
AGREEMENT, WHICH INCLUDE THE SOFTWARE LICENSE AND THE LIMITED WARRANTY
(COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT ACCEPT OR AGREE TO BE BOUND BY
THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE SOFTWARE UNUSED WITHIN FIFTEEN
(15) DAYS OF PURCHASE FOR A REFUND.

                           SOFTWARE LICENSE AGREEMENT

1. License to Use. AccelGraphics, Inc. ("AGI") grants you ("CUSTOMER") a
non-exclusive and non-transferable license ("LICENSE") to use the enclosed AGI
graphics software library and accompanying documentation ("SOFTWARE") to develop
and compile software applications that use the Software ("APPLICATIONS"). This
License does not grant the right to distribute any form of the Software with or
without Applications.

2. Restrictions. The Software is copyrighted and title to all copies is retained
by AGI. This program is licensed to you for use under the terms of this
Agreement. This license is not a sale. Title and copyrights to the software and
any copy of the software made by you remain with AGI. Unauthorized copying of
the Software, or failure to comply with the restrictions below, will result in
automatic termination of the license and will make available to AGI other legal
remedies.

YOU MAY:

         -        Make one (1) copy of the Software in machine readable form
                  solely for backup purposes, provided that you reproduce all
                  copyright and proprietary notices on the copy.

YOU MAY NOT:

         -        Make copies of the documentation or program disks except for
                  the one (1) backup copy.

         -        Distribute Software of Applications which incorporates the
                  Software in any manner.

         -        Loan, rent, sell, sub-license or otherwise transfer the
                  software and/or documentation.

         -        Modify, translate, reverse engineer, decompile, disassemble,
                  create derivative works based on or copy (except for the
                  backup copy) the Software.

         -        Remove any proprietary notices, labels or marks on the
                  Software of AGI or its licensors.

         -        Export or reexports whether directly or indirectly, the
                  Software, or any direct or derivative products thereof,
                  outside the United States without first obtaining the
                  appropriate government export licenses and approvals, and
                  obtaining an export license from AGI.

3. Limited Warranty. AGI warrants that the media on which the Software is
furnished will be free of defects in materials and workmanship under normal use
for a period of thirty six (36) months from the date of purchase, as evidenced
by a copy of your receipt. Otherwise, the Software is provided "AS IS," without
a warranty of any kind. This warranty extends only to Customer as the original
licensee. AGI's entire liability and Customer's exclusive remedy under this
warranty will be the correction of defects in media or replacement of the media,
or if correction or replacement is not reasonably achievable by AGI, the refund
to Customer of the license fee, upon return of the software.
<PAGE>   15
4. Disclaimer of Warranty. EXCEPT AS SPECIFIED IN THIS LICENSE AGREEMENT, ALL
EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT, ARE HEREBY EXCLUDED. AGI DOES NOT WARRANT THAT THE OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

5. Limitation of Liability. IN NO EVENT WILL AGI BE LIABLE FOR ANY LOST REVENUE,
PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE
DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE
USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF AGI HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

6. Confidentiality. The Software is confidential and proprietary information of
AGI and/or its licensors. Customer agrees to take adequate steps to protect the
Software from unauthorized disclosure, copying or use.

7. Termination. This License is effective until terminated. Customer may
terminate this License by destroying all copies of the Software including
accompanying documentation. This license will terminate immediately without
notice from AGI if Customer fails to comply with any provision of this License.
Upon termination, Customer must destroy all copies of Software.

8. US. Government Restricted Rights. If Customer is acquiring the Software on
behalf of the U.S. Government, the following provisions apply. If the Software
is supplied to the Department of Defense ("DOD"), the Software is subject to
"Restricted Rights" as that term is defined in the DOD Supplement to the Federal
Acquisition Regulations in paragraph 252.227-7013(c). If the Software is
supplied to any unit or agency of the United States Government other than DOD,
the governments rights in the Software will be defined in paragraph
52.22719(c)(2) of the Federal Acquisition Regulations. Use, duplication,
reproduction or disclosure by the Government is subject to such restriction.
Contractor/Manufacturer is: AccelGraphics, Inc., 1942 Zanker Road, San Jose, CA
95112.

9. Governing Law. This License is made under and will be governed by the laws of
the State of California, USA, excluding its choice of law provisions.

10. Integration. This Agreement between Customer and AGI is the entire agreement
between Customer and AGI relating in any way to the Software. This Agreement
supersedes any proposal or prior agreement oral or written and any other
communication relating to the subject matter of this Agreement. No variation of
the terms of this Agreement or different terms will be enforceable against AGI
unless AGI gives its express consent, including an express waiver of the terms
of this Agreement, signed in writing by an officer of AGI.

11. Support. You must complete and return the Software Registration to be
eligible for customer support and service.

IF YOU HAVE ANY QUESTIONS REGARDING THIS LICENSE, PLEASE CONTACT US IN WRITING
AT:

                           ACCELGRAPHICS, INC.
                           1942 ZANKER ROAD
                           SAN JOSE, CALIFORNIA 95112
                           ATTENTION:   CUSTOMER SUPPORT



<PAGE>   16
                                    EXHIBIT C

                         AG300 PURCHASING SPECIFICATION

                                 (SEE ATTACHED)
<PAGE>   17


To:      ST_JOHNSON
CC:
Subj: AccelGraphics AG300 Purchase Specification, Rev: 17Dec95


================================================================================
                                                                     17-DEC-1995
                           AccelGraphics AG300 PCT-Bus
                              Graphics Adapter Card
                          (30-46897-01: Purchase Spec)
--------------------------------------------------------------------------------

TlTLE: AccelGraphics           AG300      PCI-Bus      Graphics Adapter Card

Proprietary Information

This document defines the requirements that the Vendor shall meet to supply
products to Digital Equipment Corporation. Portions of this document contain
Digital Equipment Corporation proprietary information. This information may only
be used in the design, production or manufacture of the product to be supplied
to Digital Equipment Corporation, and is governed solely by the provisions of
the Basic order Agreement between Vendor and Digital Equipment Corporation.

Not withstanding any less restrictive or conflicting legends appearing on
Digital standards, Drawings, or Purchase Specifications to the contrary, the use
of the information contained in this document is governed solely by the
provisions of the Basic Order Agreement. This is an unpublished work protected
by Federal Copyright Law. Any unauthorized reproduction is strictly prohibited.
All rights reserved.

Default Tolerances

Unless otherwise specified, dimensions are in inches. Fractional inch tolerance
is +/- 1/64. Decimal inch tolerances are as follows:

                  one place         0.1
                  two places        0.02
                  three places      0.005

Angle tolerance is +/- 0 deg. 30 min.


Approved Vendor

Approved vendors are designated in Digital's Qualified Vendor Listing.

Document Approvals and Date
<TABLE>
<CAPTION>

Product Manager        Resp.                  Purchasing             Release
                       Engineer               Manager                Data
--------------------------------------------------------------------------------
<S>                    <C>                    <C>                  <C>
Kevin Gray             Thomas Zajac           Steve Johnson

Digital Purchase Specification                                     page 1 of 11
PS-30-46897-01

</TABLE>
<PAGE>   18


Document Revision History
<TABLE>
<CAPTION>

Doc        XCO No.  Data       Change Description
Revision
--------------------------------------------------------------------------------
<S>        <C>      <C>        <C>
0.1        -        29-Nov-95  Prelim
0.2        -        6-Dec-95   Changes per vendor's rev 0.1 review
0.3        -        13-Dec-95  Added European & Japanese regulatory requirements
0.4        -        17-Dec-95  Further detailed spec's
--------------------------------------------------------------------------------
</TABLE>


IBM, PC/XT/AT and PS/2 are registered trademarks of International Business
Machines Corporation

SCO and SCO XENIX are trademarks of the Santa Cruz Operation, Inc.

UNIX is a registered trademark of AT&T Bell Laboratories

The following are trademarks of Digital Equipment Corporation:

DEC
DECpc
Digital
DECstation
VMS
PCSA
<PAGE>   19


1.0 General Description

Digital shall purchase from AccelGraphics, Inc. the Accel AG300 PCI-Bus Graphics
Accellerator Adapter Card for use with Digital line of personal computers.

The AC300 adapter shall provide the interface between the PCI-bus and 15 pin
analog video output and include the following features:

-    High performance accelerated hardware based graphics operations for fast 2D
     and 3D Windows-NT graphics and imaging operations
-    High speed 5MB VRAM memory supporting 32 planes, 24-bit true color, 16-bit
     double-buffered color and 8-bit color.
-    2.5 MB DRAM providing 16-bit Z-buffer capability
-    Hardware acceleration and 3D rendering including color interpolation on the
     spans, clip testing, alpha testing and Z-testing.
-    Driver support for the following operating systems: Windows NT 3.51 (or
     latter rev) including support for standard Windows v3.1 and Windows for
     Work Groups v3.11 applications.
-    Supports OpenGL 3D graphics API on Windows NT ver. 3.51 (or latter rev)
-    The following applications will be supported and appropriately certified
     for operation with the AG300 on the specified Digital PC's in which the
     AG300 will be offered:
          a)  Microsoft Windows-NT 3.51 OpenGL
          b)  Microsoft Windows-NT HCT (hardware compatibility test)
          c)  Pro/Engineer and Pro/Jr. from Parametric Technology Corporation
          d)  AVS/Express from Visual Systems Inc.
          e)  Inventor's Studio
          f)  SDRC I DEAS
          g)  SoftImage
-    Resolutions supported: 1024x768, 1280x1024
-    Color depths supported: 256, 65K, 16.7M (true-color)
-    Single option connecto-slot PCI-bus card compliant to PCT-bus.
     Specification Ver 2.1
-    Flicker free non-interlaced and interlaced monitor support for standard
     PC color multisync monitors with VFSA monitor rates/timing per chart below:
<TABLE>
<S>                            <C>
              1024x768:        60, 70, 72 Hz
              1280x1024:       60, 70 and 74Hz
</TABLE>

-    Graphics Performance:
<TABLE>
<S>                            <C>
              2D vectors:      750K/sec (10-pixel, 24-bit)
              3D vectors:      750K/sec (10x1 pixels, Gauraud shaded, unlit, Z-buffered)
              3D triangles:    250K/sec (50 pixels, Gauraud shaded, lit, Z-buffered)
              Frame buffer-to-frame buffer copy:
                               30 Mpixels/sec (8/16-bit images)
                               15 Mpixels/sec (32-bit images)
</TABLE>

-    Dual screen capability with an additional AG300 card installed. Doubles the
     resolution, to 2560x1024 (1280x1024 setting) and 2048x768 (1024x768
     setting). Provides twice the Windows-NT screen size allowing complete
     Windows operation movement from screen to screen including all cursor
     movements and full support for all AG-300 3D features.
-    VGA signal pass-thru capability via external pass-thru cable to add VGA
     functional capability by routine at separately provided VGA graphics card's
     VGA signal into the ACCEL AG300 VGA-In connector.
-    Minimum system operational requirement:
<PAGE>   20
              CPU:         Intel Pentium, Pentium-Pro or 486
              RAM:         Windows/NT with OpenGL only:                    16MB
                           CAD applications under Windows/NT:              32MB
              Hard Disk:   200MB or greater
              Monitor:     Standard PC color multisync monitors with VESA-
                           standard monitor rates/timing for non-interlaced and
                           interlaced operation

-    US, Canadian, European and Japanese Regulatory Approvals including European
     CE-Mark.
-    3-yr. warranty

2.0  Video Board Kit Contents

Each Accel AG300 PCI Video Board kit shall consist of the following items:
<TABLE>
<CAPTION>

ITEM:                                                                  PART #:        PROVIDER:
<S>                                                                    <C>            <C>
ACCELGRAPHICS AG300 VIDEO BOARD KIT                                    30-46897-01    ACCEL
             --- ACCEL AG300 PCI VIDEO CARD                                           ACCEL
             --- WINDOWS NT 3.51 INTEL-CPU DRIVERS DISKETTE 3.5"                      ACCEL
             --- USERS/INSTALLATION MANUAL                                            ACCEL
             --- 1 FOOT VGA PASS-THRU CABLE                                           ACCEL
             --- PACKAGING BOX                                                        ACCEL
                         --- (1) BAR CODE LABEL STOCK                                 ACCEL
</TABLE>

3.0  Software Drivers

As updates to drivers become available from Accel, Accel will provide a single
copy of those updates to Digital at no cost to Digital. These updates will be
provided via bulletin board or floppy disk media. Accel will allow Digital to
place those updates on a bulletin board at Digital for the benefit of customers
who have purchased an Accel Video Board with older drivers. The Digital BBS is
located and accessible at multiple geographic locations (US, Europe, Far East).

4.0  Physical Specifications:

     Card: Length: 8.0" Width: 4.20" Height: 0.7"
     Standard PCI Spec Ver 2.1 compliant form factor
     Weight: Not more than 6 ounces.

4.1  Architecture Interface:

     Standard PC PCI-Bus Ver 2.1 electrical and physical interface 
     Standard 15-pin D-type video output Connector (on bracket) to monitor 
     Standard 15-pin D-type connector (on bracket) for VGA PassThru-In

<PAGE>   21
4.1.1    Standard 15-pin D-Type Video Output Connector to Monitor:

         (5)  (4)  (3)  (2)  (1)
            (10)  (9)  (8)  (7)  (6)
         (15) (14) (13) (12) (11)

       Pin No.    Signal Description
         1        Red (per section 4.1.3 and 4.1.4)
         2        Green (per section 4.1.3 and 4.1.4)
         3        Blue (per section 4.1.3 and 4.1.4)
         4        Free
         5        Ground (analog)
         6        Ground (red)
         7        Ground (green)
         8        Ground (blue)
         9        Free
         10       Ground (sync.)
         11       Free
         12       Free
         13       HSync (per section 4.1.3 and 4.1.4)
         14       VSync (per section 4.1.3 and 4.1.4)
         15       Free

4.1.2    15-pin D-Type Connector for VGA-PassThru Input from VGA Card:

         (5)  (4)  (3)  (2)  (1)
            (10)  (9)  (8)  (7)  (6)
         (15) (14) (13) (12) (11)

       Pin No.    Signal Description
         1        Red (per section 4.1.3 and 4.1.4)
         2        Green (per section 4.1.3 and 4.1.4)
         3        Blue (per section 4.1.3 and 4.1.4)
         4        Free
         5        Ground (analog)
         6        Ground (red)
         7        Ground (green)
         8        Ground (blue)
         9        Free
         10       Ground (sync.)
         11       Free
         12       Free
         13       HSync (per section 4.1.3 And 4.1.4)
         14       VSync (per section 4.1.3 and 4.1.4)
         15       Free

4.1.3    15-pin D-Type Connector Signal Electrical Spec's:

<TABLE>
<S>            <C>     
               R,G,B Video output signals: 
                       Signal level --- 0.714V +/-7%
                       DC level --- less than or equal to +/- 1.0 volt
                       Output impedance --- 75 Ohms +/2%
               R,G,B output level variation --- less than or equal to +/-5%
                       Tr/Tf --- 4 ns less than Tr/Tf less than 9 ns (test with a RC loading, 2K ohms / 200p F)
</TABLE>

<PAGE>   22

<TABLE>
<S>           <C>                  
               H/V Sync signals:
                       TTL level output --- Vol greater than or equal to 2.1V @ Iol - 0.5 mA
                                            Vol less than or equal to 0.7V @ Iol :- 3.0 mA
                       Tr/Tf --- 10 ns less than Tr/Tf less than 300 its ( test with a RC loading, 2K ohms / 200p F)

               H/V sync signals sequencing:
                       1s less than From power switch on to H/V sync present less than 20s
                       Os less than Activated from Suspend state to H/V sync present less than 1s
                  DDC1/DDC2B signals: Not supported.
</TABLE>

4.1.4    15-pin D-Type Connector Signal Timing Spec's:

Per VESA Computer Display Monitor Timing Specification Ver. 1.0, Rev. 0.3, Dtd
2/16/95 (Video Electronics Standard Association, 2150 Nort First Street, Suite
440, San Jose, CA 95131-2020) for the following settings:

                           1024x768:          60, 70, 72 Hz
                           1280x1024:         60, 70 and 74Hz

5.0      Warranty

Vendor will provide a three(3) year warranty on the AG300 Video Board. This
three year warranty will cover normal component failure occurances.

6.0      Approvals

The vendor shall provide product with the following approvals to Digital:

<TABLE>
<S>                                         <C>
FCC CFR Title 47,                           Federal Communications Commission Rules
Part 15                                     and Regulations, Part 15, Class B Digital Device/Personal
                                            Computer. (The AccelGraphics Inc. AG300 video board is required
                                            to meet FCC Class-B certification on
                                            the specific Digital PC's in which
                                            is will be offered:
                                                  a)     Project name Delta PC platform
                                                  b)     Celebris-XL PC

UL 1950                                     Underwriter's Laboratories, Inc. information
(1st Edition)                               Technology Equipment Including Electrical Business Equipment

CISPR-22 Class-B                            EN55022

EN60950                                     Safety of Information Technology Equipment (TUV)

VCCI Type 2 ITE                             Japanese RPl Emission Regulatory Specification
</TABLE>

7.0      Product Marking

The product boxes shall be marked with a Digital part number, revision level,
manufacturing site code, quantity.

Product bar code labels shall be as described in DEC STD-047 to assure
traceability through the Digital warehousing and distribution systems.

Each box shall have two machine readable bar code labels, one on each side with
the following minimum information printed in bar code, with human readable
characters and Data Identifiers. The data shall be printed in

<PAGE>   23

this sequence: (1) Digital part number, (2) Quantity, (3) UPC#, (4) "Made in" or
"Assembled in" statement in English and French.

<TABLE>
<S>                    <C>                                                  <C>
                       LABEL FORMAT:
                       (stacked)

                        ------------------------------------------------
                       (P) PROD ID:
                                                30-46897-01                  less than --- Human readable
                                               IIIIIIIIIIII                  less than ---Symbology code 39
                        ------------------------------------------------
                        (Q) QTY.:
                                                     2                       less than ---Human readable
                                                    III                      less than ---Symbology code 39
                        ------------------------------------------------
                        UPC:
                                                  IIIIIIIIII                 less than ---Retail serial no, -
Human readable--- greater than                 ?????????????                     Symbology code I 2/5,
                        ------------------------------------------------         UPC-A barcode symbol
UPC-A barcode symbol.
                        assemble in the U.S.A/                               less than ---Human readable
                        assemble' aux Etats Unis
                        ------------------------------------------------
</TABLE>

LABEL PLACEMENT: For the Product ID package, only one bar code label is required
per unit pack. This shall be on the lower right hand corner.

F.A.C.T DATA IDENTIFIERS: Each bar code data field shall have the appropriate
Data identifier encoded within bar code symbol according to ANSI/MH10.9 FACT
standard. Examples would be (Q) for Quantity, (P) for product number, etc.

COUNTRY OF ORIGIN: Each product package label shall be marked in English and
French with, the Country of Origin (COO) for made in or assemble in. This will,
be printed at the bottom of the label in human readable text only.

UPC RETAIL LABEL: Shall have retail UPC label with UPC Item Number printed in
bar code symbology UPC-A.

8.0      Packaging and Shipping

Boxed video board kit containing video board, diskettes, cable and manuals shall
be packed in a damage resistant box. Digital will receive all units in
single-unit boxes.

The boxed product shall be consolidated boxed and shipped to the appropriate
warehousing and distribution facility specified by Digital, ready to be
installed in designated systems or kitted for customer runs without inspection
or other action by Digital. Each unit shall be sufficiently packaged for
protection against damage during shipping, handling, and storage.

9.0      Power Requirements:

The voltages required to operate this electronics board are
+5.0 Volts DC +5% at 3. 2 Amps maximum
+12 Volts DC +/- 8% at 0 Amps maximum
-12 Volts DC +/- 8% at 0 Amps maximum

<PAGE>   24

measured at the interface side of the bus connector to its associated return
ground.

Maximum power supply ripple allowed:

+5V Supply: 100 mV peak-to-peak, 0 - 20MHz
+12V Supply: 200 mV peak-to-peak, 0 - 20MHz
-12V Supply: 200 mV peak-to-peak, 0 - 20MHz

10.0     Environmental Requirements

10.1     Operating Environment:

For operating conditions listed below, the product must be capable of all
specified functional capabilities without any degradations over the full
operational range. Under these operating conditions, the product shall not
suffer any damage (or pc system it is installed in) nor adversely affect
subsequent product operation.

Operating:

Temperature:                       50 deg F to 122 deg F

Humidity:                          10% - 90% non-condensing

Altitude:                          0 to 6562 ft (2.0 km) above mean sea level

Mechanical Shock:                  The product (installed in the DEC PC system)
                                   will operate while a half-size shock pulse of
                                   10G (+/- 1G) and 10mSec (+/- 3mSec) duration
                                   is applied once in either direction of three
                                   orthogonal axes.

Mechanical Vibration:              The product (installed in DEC PC system) will
                                   operate while subjected to the following
                                   vibration conditions applied in either
                                   direction of the three orthogonal axes:

                                   Frequency:       Acceleration:
                                   5-10Hz           0.020 in. DA
                                   10-500-10Hz      0.1 G peak (1.0 m/S-squared)
                                   30-5Hz           0.020 in. DA

10.2     Non-Operating Environment:

The following conditions will not cause damage to the product (or pc system it
is installed in) nor adversely affect subsequent product operation.

Temperature:                        -20 deg C to +50 deg C

Humidity:                           5% - 95% non-condensing

Altitude:                           0 to 12,000 ft (3.6 km) above mean sea level

Mechanical Shock:

         Customer handling:         Not adversely affected by normal handling
                                    and usage.

         Shipping packaging:        Meets ASTM D-775 Standard Method of Drop
                                    Test for Shipping Containers

<PAGE>   25

11.0     Factory configured Jumper Selections

The Accel Graphics AG300 Graphics Card may incorporate staking pins and Jumper
plugs to control various system parameters. These jumper selections shall be
configured in standard vendor factory default setting as follows:

Jumper                      Setting                       Function
--------------------------------------------------------------------------------
None

12.0     Quality Assurance Provisions

Workmanship: The product shall be supplied uniform in quality, and free from
defects that adversely affect life, serviceability, performance, or appearance.

13.0     Approval

Products submitted shall have been initially approved by Digital. Approval shall
be given only after samples representative of the supplier's normal production
process have been examined, tested, and found to meet the requirements of this
specification. After approval, no changes affecting appearance, form, fit, or
function shall be made without written approval from Digital, and incorporation
of such labeling and/or documentation changes as Digital considers necessary to
reflect the changes.

14.0     Reliability

The AG300 will meet the following:

Mean-time-between-failures (MTBF)       Greater than 100K Hour (100% duty-cycle)
Preventative Maintenance                None

Vendor shall provide Digital with field failure data for purposes of field
service spare planning.

15.0     Technical Data Package

Vendor shall provide Digital with a technical data package that includes the
suppliers product specifications. Vendor shall provide all technical data needed
by Digital to identify hardware equipment and software, conduct configuration
control, inspection, and conduct system and environmental testing. Vendor shall
provide copies of their final test software to Digital for system verification.
For specific requirements, refer to the Quality Addendum to the Basin Order
Agreement.

16.0     Connectors

<TABLE>
<S>                                 <C>                                         
Monitor Connector:                  IBM-PC VGA standard 15-pin D-type connector (female, on bracket)
VGA Pass-Thru Connector:            IBM-PC VGA standard 15-pin D-type connector (an bracket)
PCI-bus Connector:                  Compliant to PCI Ver 2.1 specification
</TABLE>

17.0       Reference Documents and Drawings

Digital Standard 119                Digital Product Safety

Digital Standard 043                Packaging Requirements for Vendor Supplied
                                    Products, Parts and Assemblies.

Digital Standard 047                Bar Code Specification

<PAGE>   26

<TABLE>
<S>                                 <C>
Federal Communications              FCC Part 15, Docket 20780, Subpart J for class B equipment in an enclosure.
Commission

Underwriter's Laboratories          Safety of Information Technology Equipment with sub clauses 1-7
Inc. UL-STD-1950                    Applicable Appendix and Supplement B.

Canadian Standards Association      No. 950 Safety of Information Technology Equipment including Electrical
CSA-STD-C22.2                       Business Equipment
No. 950 -M1989

ISO 9000 (For ref only)             Quality Management and Quality Assurance
</TABLE>

<PAGE>   27

                                    EXHIBIT D

                              OEM PRICING FORECAST

Purchases for Initial Term, starting January 1996, forecasted amounts:

                  [*                           *_______________________*]
                  [*                           *_______________________*]
                  [*                           *_______________________*]
                  [*                           *_______________________*]

                  Total Number of Units:       [*      *       *]

<PAGE>   28

                                    EXHIBIT E

                                PRODUCT WARRANTY

A.       WARRANTED AND UNWARRANTED PRODUCTS; EXCLUSIONS

AccelGraphics' Standard Graphics Accelerator Board Warranty and Standard
Software Warranty and OEM's sole and exclusive remedies for such warranties are
specified below. ACCELGRAPHICS' WARRANTIES STATED IN THIS SECTION ARE IN LIEU OF
ALL OTHER WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
No statement, including without limitation, representations regarding capacity,
suitability for use or performance of Product(s), whether made by AccelGraphics
employees or otherwise, shall be deemed to be a warranty by AccelGraphics for
any purpose or give rise to any liability of AccelGraphics unless expressly
contained in this Warranty.

The warranties in this section do not apply to any Product(s) which has been (i)
altered, except by AccelGraphics or by another party adhering to AccelGraphics'
instructions, or (ii) used in conjunction with another vendor's product
resulting in a defect, or (iii) damaged by improper electrical power or
environment, abuse, misuse, accident or negligence.

B.       LIMITED GRAPHICS ACCELERATOR BOARD WARRANTY

AccelGraphics warrants to OEM that the Graphics Accelerator Board covered by the
Standard Graphics Accelerator Board Warranty will be free from defects in
workmanship and materials for a period of thirty six (36) months commencing
three (3) months after OEM's receipt of the Graphics Accelerator Board.

OEM's exclusive remedy, and AccelGraphics' sole obligation for any Graphics
Accelerator Board failing to meet this standard Graphics Accelerator Board
warranty shall be as follows:

In the event of a defect in workmanship or materials, AccelGraphics shall
attempt, at its option, either to repair or replace the defective Graphics
Accelerator Board or component and return it to OEM within ten (10) working days
from receipt at AccelGraphics' designated factory or depot for reinstallation by
OEM. All replaced Graphics Accelerator Board or components shall become
AccelGraphics' property. AccelGraphics may, at its option, repair a defective
Graphics Accelerator Board component or replace the defective Graphics
Accelerator Board component or Graphics Accelerator Board with tested,
operational new Graphics Accelerator Board component or Graphics Accelerator
Board. Such Graphics Accelerator Board or Graphics Accelerator Board component
to be replaced by AccelGraphics will be replaced with Graphics Accelerator
Board/Graphics Accelerator Board components at the then current revision level
of the applicable Graphics Accelerator Board/components. All in-warranty repairs
or replacements will be warranted for a period of time equal to either the
residual warranty period remaining under the thirty six (36) month warranty or
the standard repair warranty of six (6) months, whichever is longer.

C.       LIMITED SOFTWARE WARRANTY

AccelGraphics warrants to OEM that Software covered by the Standard Software
Warranty, as delivered by AccelGraphics and properly installed and operated on a
designated system, will substantially conform to its specifications as stated in
the Documentation provided with the Software for a period of thirty six (36)
months commencing three (3) months after OEM's receipt of the Software.
AccelGraphics does not warrant that any item of Software is error-free or that
its use will be uninterrupted. If any item of Software fails to conform to its
specifications as stated in the Documentation during this warranty period, OEM
shall promptly notify AccelGraphics of, and adequately describe, the failure.

OEM's exclusive remedy and AccelGraphics' sole obligation shall be that
AccelGraphics will use reasonable efforts to correct any such failure which is
reported to AccelGraphics within the warranty period.

<PAGE>   29

AccelGraphics shall not be obligated to remedy any Software defect which cannot
be adequately repeated at either AccelGraphics' or OEM's facility.

D.      GENERAL

OEM shall not make any representations or warranties to any End Customer or
third party beyond the representations and warranties found in this Agreement
and AccelGraphics' written Product(s) documentation. OEM shall have complete
responsibility and liability for the performance of its agreements with its End
Customers. OEM shall indemnify and hold AccelGraphics harmless from and against
any liability or expense arising out of any (a) representations or warranties
made by OEM or its agents to any End Customer or third party or (b) acts or
omissions of OEM under this Agreement or any other agreement or arrangement
between the parties.

<PAGE>   30

                                    EXHIBIT F


                             OEM WARRANTY PROCEDURE

1.       WARRANTY PROCEDURE

1.1      Replace from Inventory. If there is an apparent failure of any
AccelGraphics' Product during the warranty period for such product, OEM agrees
to replace the faulty unit from its inventory and return the allegedly defective
Product to AccelGraphics.

1.2      Return Authorization. Before returning such Product, OEM must first
contact AccelGraphics and obtain a Returned Material Authorization (RMA) number.
The following information will be required to secure the RMA number for advanced
warranty returns:

1.       Name of customer

2.       Serial number and shipment date of original Product

3.       Serial number and shipment date of replacement Product

4.       Offsetting no-charge purchase order to replenish inventory.

1.3      Return Procedure. Upon receipt of the RMA number, OEM will return the
Product to AccelGraphics. The RMA number and unit serial number must be
referenced on any and all correspondence regarding the unit, and must also be
visible on the outside of the shipping container and referenced on all shipping
documents. Product returned without prior approval of AccelGraphics will not be
accepted. Product returned freight collect or C.O.D. will not be accepted.

1.4      No Fault Found. Any Product returned to AccelGraphics for repair under
warranty for which there is NO FAULT FOUND will be returned freight collect, and
a charge of $100 will be invoiced to OEM's account.

1.6      Packaging and Damage. All Products returned under warranty must be
adequately packed in a AccelGraphics' shipping container or a container
designated by AccelGraphics as acceptable. Damage incurred from improper or
inadequate packaging will void all warranties.

<PAGE>   31

                                    EXHIBIT G

                           OEM TAX EXEMPT CERTIFICATE

                             RESELLER CERTIFICATION


FIRM NAME:
          ------------------------------------------------------------

I HEREBY CERTIFY:

that I hold valid sellers permit No.

In the state of 
                ------------------------------------------------------------

issued pursuant to the Sales and Use Tax Law, that I am engaged in the business
of

selling
       ------------------------------------------------------------------

that the tangible personal property described herein which I shall purchase FROM
ACCELGRAPHICS, INC. will be resold by me in the form of tangible personal
property, PROVIDED, however that in the event any of such property is used for
any purpose other than retention, demonstration, or display while holding it for
sale in the regular course of business, it is understood that I am required by
the Sales and Use Tax law to report and pay the tax, measured by the purchase
price of such property.

Description of property to be purchased: GRAPHICS CARDS



Dated: 2/5/96                      Signature:        /s/ Eddie C. Maxie
      -------------------                    ------------------------------

At:                                Name:             Eddie C. Maxie
   ---------------------                -----------------------------------

                                   Title:            VP Acquisition
                                         ----------------------------------

Phone:                             Address:
      -------------------                  --------------------------------

<PAGE>   32

AccelGraphics



January 30, 1996



Mr. Stephen Johnson
Digital Equipment Corp.
100 Nagog Park, AKO 1-2/A 1 3
Acton, MA 01720

Dear Steve:

Enclosed please find two copies of the OEM Agreement for your review and
signature on page 12. Also, please note tags for the following:

Exhibit C - please initial changes to 1 ft. of cable 
Exhibit D - please complete one year forecast 
Exhibit E - please complete the Reseller Certification

After completion, please send both copies back to me for signatures and I will
send a fully executed copy back to you as soon as possible.

Best regards,

/s/ Nancy E. Bush

Nancy E. Bush
Chief Financial Officer
