
<PAGE>   1
                                                                   EXHIBIT 10.11

                                TURNKEY AGREEMENT


         This agreement is made between MAT Technologies Ltd. No. 101, Estate
Centre Bldg., 19 Dai Cheong Street, Tai Po Industrial Estate, N.T., Hong Kong
and The Customer, whose name and address is set forth below:

                                AccelGraphics, Inc.
                                1942 Zanker Road
                                San Jose, CA 95112
                                U.S.A.

WHEREAS:

         The Customer agrees to purchase from MAT and MAT hereby agrees to sell
and deliver to The Customer, various assemblies and subassemblies, that are to
be released and acknowledged respectively by purchase order, in accordance with
the terms and conditions set forth below.

         1.0      Term

                  The term of this Agreement shall continue in full force and
                  effect for a period of twelve (12) months following the
                  close-out of the last outstanding Customer Purchase Order.

         2.0      Order Requirements

                  The Customer will individually release the procurement,
                  fabrication, and test of each assembly/subassembly by purchase
                  order which will embody specifies as to configuration and
                  acceptance criteria along with special test equipment and
                  tooling.

                  2.1      Order Quantities, Pricing, and Schedules (as list in
                           Exhibit A)

                           The pricing of each assembly/subassembly shall be
                           calculated on the total quantity to be procured over
                           a [* * * *] period in accordance with a negotiated
                           and mutually acceptable quantity/price schedule.
                           Purchase orders must reflect full contract volume of
                           [* * * *] units in first year.

                  2.2      Order Forecast Variations

                           Orders released by The Customer will each contain
                           quantities for the next [* * * *] period with a firm
                           delivery schedule for [* * * *] presented in the form
                           of a rolling [* * * *] forecast (The "Forecast"). The
                           Forecast will be updated by change order notice prior
                           to the fifteenth (15th) of each month to permit the
                           extension of The Forecast by [* * * *] and provide
                           schedule variations to satisfy The Customer's
                           requirement. 


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                           Such variations may be in the nature of increases or
                           decreases commencing with the [* * * *].

                           Should a schedule increase be required in months [* *
                           * *] commencing from date of notice of change, such
                           schedule increase shall be limited as follows:

                           The increased amounts for month [* * * *] may be up
                           to [* * * *] of the original scheduled amounts
                           respectively.

                           Should a schedule reduction be required in months [*
                           * * *] commencing from date of notice of change, such
                           schedule reduction shall be limited as Follow:

                           The total scheduled amounts for months [* * * 
                           *] may be rescheduled for delivery during months [*
                           * * *]; and additional [* * * *] period. However, in
                           no way may the number of units be less than [* * * *]
                           of the amount previously scheduled to be delivered
                           for that month.

         3.0      Terms and Conditions

                  3.1      Changes in Specifications

                           The Customer may, during the performance of this
                           contract, request changes in the specifications of
                           the Products. Such changes shall be implemented upon
                           mutual agreement which shall be reduced to writing
                           and signed by both parties. If any such change causes
                           an increase or decrease in the price of, or the time
                           required for, the performance of any part of the work
                           under this contract, an equitable adjustment shall be
                           made in the contract price or delivery schedule, or
                           both, and shall be modified to reflect such equitable
                           adjustment. MAT will not be obligated to proceed with
                           the contract as changed until mutual agreement has
                           been reached, reduced to writing and signed by both
                           parties, but MAT will make its best efforts to comply
                           with requested changes pending mutual agreement, in
                           writing, to be signed by both parties. It is strongly
                           recommended that the customer provide a [* * * *]
                           supply of those components added to an assembly as
                           part of an immediately effective ECO. In all cases,
                           the customer is responsible for obsolescence costs
                           related to an ECO; however, MAT will make every
                           effort to minimize these costs.

                  3.2      Customer Supplied Components

                           Should The Customer elect to supply any components to
                           MAT, and MAT agree to such action, such components
                           including provision for failure parts, will be
                           delivered to MAT not later than [* * * *] prior to
                           each scheduled delivery date. Should The Customer be
                           unable to meet such 


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                           delivery requirements, MAT may at its option, ship
                           Products to The Customer absent the supplied pans on
                           or after [* * * *] from the scheduled delivery date.
                           Under these circumstances, MAT will give written
                           notification to The Customer prior to actual
                           shipment.

                  3.3      Acceptance Criteria

                           The basic acceptance criteria shall be conformance to
                           drawings, specifications, and test criteria as
                           specified by each Purchase Order, and will satisfy
                           the intent and objectives of The Customer's
                           workmanship and quality standards.

                           3.31     Alternate Sources

                                    MAT will, on a continuing basis, perform
                                    value analyses of material and labor content
                                    in the interest of improving quality and
                                    reducing cost to The Customer. Alternate
                                    material sources, and if any, off-load
                                    assembly recommendations, as determined
                                    feasible by MAT will require the written
                                    approval of The Customer prior to
                                    implementation.

                           3.32     Acceptance

                                    The Customer shall inspect all Products
                                    promptly upon receipt thereof at the
                                    receiving destination and may reject any
                                    goods which fail to meet the specifications
                                    as outlined in MAT's Quotation. Units not
                                    rejected by written notification to MAT
                                    within ten (10) days of receipt at The
                                    Customer facilities shall be deemed to have
                                    been accepted.

                           3.33     Rejection

                                    Rejection goods shall be returned to MAT,
                                    freight prepaid, within ten (10) days of
                                    receipt of a Return Materials Authorization
                                    (RMA) from MAT. MAT will issue an RMA within
                                    5 working days of acknowledged rejects. No
                                    later than thirty (30) days after receipt by
                                    MAT of rejected goods, MAT shall, at its
                                    expense, either repair or replace said
                                    properly rejected goods. MAT will prepay
                                    transportation charges back to The Customer.

                  3.4      Shipment

                           Delivery will be FOB destination. All shipments
                           hereunder will be made in MAT standard shipping
                           packages to The Customer at The Customer's address
                           set forth below:


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<PAGE>   4
                               Accel Graphics, Inc.
                               1942 Zanker Road
                               San Jose, CA 95112 
                               U.S.A.

                  3.5      Payment

                           Payment terms for products is [* * * *]. Payment
                           terms for toolings are as follows :

                           -   [*   *   *   *] upon order confirmation.
                           -   [*   *   *   *] at completion of molds.
                           -   [*   *   *   *] after sample acceptance.

                  3.6      Taxes

                           The Customer shall bear all applicable U.S. federal,
                           state, municipal, and other governmental taxes (such
                           as sales, use, or similar charges) and all personal
                           property taxes assessable on the Products. The
                           Customer shall in no event be liable for any taxes
                           levied on MAT based upon its income or any taxes or
                           duties levied by a U.S. or non-U, S. governmental
                           agency.

                  3.7      Warranty

                           MAT warrants that Products delivered by MAT to The
                           Customer pursuant to this Agreement shall be free
                           from defects in material and workmanship and shall
                           successfully meet all specifications and test
                           criteria as outlined in MAT Quotation. This warranty
                           does not extend to The Customer supplied components.
                           The warranty shall be effective for a period of [* *
                           * *] after acceptance. MAT's obligation under this
                           warranty is limited to replacing or repairing, if
                           can't be repaired or replaced then refund, any of the
                           Products that are found to be defective during the
                           warranty period for which The Customer will give MAT
                           specific written notification of defect.

                           THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER
                           WARRANTIES, EITHER EXPRESSED OR IMPLIED.

                  3.8      Limitation of Liability

                           Any provision herein to the contrary not
                           withstanding, in no event shall MAT be liable for
                           indirect, incidental, or consequential damages, and
                           in no event shall the liability of MAT arising in
                           connection with any products sold hereunder, exceed
                           the actual amount paid by The Customer to MAT for
                           Products delivered.


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                  3.9      Assignment

                           The rights of The Customer or MAT under this
                           Agreement may not be assigned in whole or in part by
                           operation of law or otherwise, without the prior
                           express written consent of the other, which consent
                           shall not be unreasonably withheld. However, either
                           party may assign this Agreement and its rights
                           hereunder, without the consent of the other, to
                           successors as a result of mergers and acquisitions.
                           Any attempted assignment of any rights, duties, or
                           obligations hereunder without such consent shall be
                           voided.

                  3.10     Force Majeure

                           If the performance of this Agreement or of any
                           obligation hereunder is prevented, restricted, or
                           interfered with by reason of fire, flood, or other
                           casualty or accident, labor disputes, war or other
                           violence, any law, order, proclamation, regulation,
                           ordinance, demand or requirement of any governmental
                           agency or intergovernmental body; or any other act or
                           condition whatsoever beyond the reasonable control of
                           the parties hereto, the party so affected shall be
                           excused from such performance to the extent of such
                           prevention, restriction, or interference.

         4.0      Confidential Information

                  It is agreed that all information supplied by The Customer
                  shall be regarded as proprietary information owned by The
                  Customer. MAT is granted No rights or licenses with respect to
                  such customer proprietary information except provided herein.
                  Both parties agree to receive and hold each other's
                  proprietary information in confidence and to exert the same
                  effort to prevent disclosure thereof as they would for their
                  own proprietary information. The obligations of this paragraph
                  shall, however, impose no obligation upon either party with
                  respect to any portion of the received information (a) which
                  was known to the receiving party prior to its first receipt
                  from the other party; (b) which is now or shall hereafter,
                  through no act or failure to act upon the part of the
                  receiving party become generally known; (c) which is hereafter
                  furnished by a third party and without restriction on
                  disclosure; or (d) which is independently developed by either
                  party, provided the person or persons developing same have not
                  had access to the same information as received from the other
                  party.

         5.0      Termination

                  5.1      Default

                           Failure on the part of either party to satisfy its
                           duties or obligations in accordance with the terms of
                           this Agreement, shall constitute a default if not
                           cured within [* * * *] after written notice of such
                           breach.


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                  5.2      Termination for Default

                           In the event of termination brought about by default
                           on the part of The Customer, MAT will negotiate in
                           good faith to agree on reasonable attempts to restock
                           or utilize common material. Such material will be
                           sent to The Customer and The Customer agrees to be
                           billed at [* * * *], along with [* * * *], as
                           determined by MAT purchase documentation, to The
                           Customer as it is received by MAT and billed by MAT
                           to The Customer [* * * *].

                  5.3      Termination for Insolvency

                           Either party may terminate this Agreement on [* * *
                           *] written notice if the other party is insolvent or
                           has made any assignment by operation of law or
                           otherwise of this Agreement or any of its rights
                           hereunder for the benefit of creditors. In the event
                           of termination, all marks, design, any data,
                           drawings, documents, copy rights, trademark, patterns
                           or other intellectual property right relating to the
                           products must be returned within 30 days to
                           AccelGraphics Inc.

         6.0      Miscellaneous

                  6.1      Entire Agreement

                           This Agreement supersedes and cancels all prior
                           agreements, if any, between the parties and shall not
                           be amended, altered, or changed except by written
                           agreement signed by both parties.

                  6.2      Titles and Subtitles

                           The titles and subtitles used in this Agreement are
                           for convenience only and are not a part of this
                           Agreement and do not in any way limit or amplify the
                           terms and provisions of this Agreement.

                  6.3      Notices

                           All notices and other communications hereunder shall
                           be in writing, to the parties hereto at their
                           respective addresses specified herein, subject to the
                           right of either party to change its address by
                           written notice.


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                           MAT address for notice is:

                           Managing Director
                           MAT Technologies Ltd.
                           No. 101, Estate Centre Bldg.
                           19 Dai Cheong Street
                           Tai Po Ind. Estate
                           N.T., Hong Kong.

                  6.4      Use of Standard Purchase Order

                           The Customer will use its standard purchase order
                           form to release items, quantities, prices, schedules,
                           change notices, specifications or other notice
                           provided for hereunder, said Purchase Orders will be
                           governed by the terms and conditions of this
                           Agreement to the extent that such terms and
                           conditions are inconsistent with those set forth in
                           this Agreement.

                  6.5      Governing Law

                           This Agreement shall be governed in all respects by
                           the laws of Hong Kong.

                  6.6      No Waiver

                           No waiver of any provision of this Agreement shall be
                           effective except by written agreement signed by both
                           parties. No waiver of any breach of any provision
                           thereof shall constitute a waiver of any subsequent
                           breach of the same or of any other provision thereof.

                  6.7      Express of Suite

                           If suit is commenced to enforce the performance of
                           any part of this Agreement, including without
                           limitation any order or release made hereunder, the
                           prevailing party shall be paid by the other party
                           reasonable attorneys' fees and expenses.

                  6.8      Counterparts

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


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         IN WITNESS WHEREOF, The parties have executed this Agreement as of the
day and year first written below.


MAT Technologies Ltd.                                THE CUSTOMER



By:    /s/ MAT Technologies Ltd.             By:     /s/ Jeffrey W. Dunn
   ---------------------------------            -------------------------------
         (Authorized Signature)                     (Authorized Signature)

Date:      February 5, 1996                  Date:     February 5, 1996
     -------------------------------             ------------------------------

                                             Name:        AccelGraphics, Inc.


                                             Address:     1942 Zanker Road
                                                          San Jose, Calif. 95112


                                             Telephones:  [*   *   *   *]


                                             Facsimile:   [*   *   *   *]


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<PAGE>   9
                                    EXHIBIT A



         The cost breakdown of unit price of AccelGraphics Panther Card based on
contract volume of [* * * *] units per year.


         Estimated Material Cost (exclude P/N555-0800-01)       [*   *   *   *]
         Scrap Allowance [*   *   *   *]                        [*   *   *   *]
         Material Overhead Cost [*   *   *   *]                 [*   *   *   *]
         Administration Cost [*   *   *   *]                    [*   *   *   *]
         Labor Cost for board assembly                          [*   *   *   *]
         ICT Testing                                            [*   *   *   *]
         Functional Testing                                     [*   *   *   *]
         Labor Cost for packaging                               [*   *   *   *]
         Total Cost                                             [*   *   *   *]
         Profit                                                 [*   *   *   *]
         Total Amount                                           [*   *   *   *]

Remarks :

1.       Assume the total functional testing time is around 10 minutes and the
         testing yield is 99% or above, and the testing time for products is
         less than 1 minutes, and the testing yield is 97% above. All the
         functional testers will be provided by AccelGraphics.

2.       Delivery assemblies will be manufactured to MAT workmanship standard
         (IPC-A-610 Class II) and In-circuit testing.

         a)       The In-circuit test will be performed on a HP3065 In-circuit
                  tester.

         b)       In-circuit test program and fixture will be developed by us in
                  our facility. AccelGraphics must approve test program results
                  prior to production use.

3.       As our general practice, AccelGraphics has to absorb all the [* * * *]
         buy from vendors.

4.       This quote contains costing estimates of components below which can be
         extremely volatile in terms of price and delivery MAT reserves the
         fight to adjust price and lead times of the assemblies quotes herein
         should any component cost rise greater than [* * * *] or lead time
         lengthen more than [* * * *]. The overall material cost and the lead
         time will be reviewed by The Customer and MAT quarterly.


<PAGE>   10
<TABLE>
<CAPTION>
                                                                                No.
                                                         U/P (US$)           Per Unit      Supplier
                                                         ---------           --------      --------
         <S>      <C>                                   <C>                  <C>          <C> 
         4.1      PCB (P/N 225-0105-01)                 [*   *   *]              1        [*   *   *]
         4.2      IC-VRAM 256K X 16                     [*   *   *]              4        [*   *   *]
         4.3      IC DRAM 1 MEG X 16                    [*   *   *]              1        [*   *   *]
         4.4      IC-VIP TVP3026                        [*   *   *]              1        [*   *   *]
         4.5      CABLE                                 [*   *   *]              1        [*   *   *]
         4.6      SHIPPING CONTAINER                    [*   *   *]              1        [*   *   *]
         4.7      CONN-15POS RT ANGLE                   [*   *   *]              1        [*   *   *]
                  (520-0270-01)
         4.8      CONN-RT ANGLE 15POS                   [*   *   *]              1        [*   *   *]
                  (520-0277-01)
         4.9      HEAT SINK-1.5X1.5XO.4 W/ADH           [*   *   *]              1        [*   *   *]
         4.10     IC-OCTAL BUS EXCHANGE SWITCHES        [*   *   *]              1        [*   *   *]
                  (555-0804-01)
         4.11     IC-REGULATOR-MIC29300                 [*   *   *]              1        [*   *   *]
         4.12     IC-REGULATOR-MIC29150                 [*   *   *]              1        [*   *   *]
         4.13     64K X 8 EPROMSOCKET                   [*   *   *]              1        [*   *   *]
         4.14     PALCE 16V8-7                          [*   *   *]              1        [*   *   *]
</TABLE>

5.       IC-3D Processor will be consigned by AccelGraphics, and this quote does
         not include the first five items which mentioned on your BOM (P/N 125-,
         340-, 345-, 345- & 546-0244-02).



