Joint Development And Technical Cooperation Agreement

EXHIBIT 99.6


JOINT DEVELOPMENT AND TECHNICAL COOPERATION AGREEMENT


This Joint Development and Technical Cooperation Agreement ("Agreement") is made as of July 31, 1995 by and between AST Research, Inc., a Delaware corporation ("AST"), and Samsung Electronics Company Limited, a Korean corporation ("SEC").


Purpose


In order to form a successful strategic alliance that will enhance the competitive position of each party, AST and SEC understand and agree that they shall share expertise in research and product development through technical cooperation in order to develop products each party could not develop on its own and to reduce "product time to market" and both parties expect that the strategic alliance will be mutually beneficial for each party's competitiveness.


Agreement


Article l. Definitions


1.1 "Development Plan" shall mean the plan for the research, development,
design and manufacturing of products which cannot be independently
developed in a commercially viable manner (the "Jointly Developed
Products"). The Development Plan shall include, without limitation,
project specifications, personnel, capital equipment, material
requirements, design and implementation phases, and completion/ milestones,
as approved in writing by both SEC and AST.


1.2 "Intellectual Property Rights" shall mean patents, patents applications and
utility models, copyrights, mask work rights, trade secrets, or any other
intellectual property rights, which are or will be owned by either party
before or during the term of this Agreement anywhere throughout the world,
and which are invented, authored or otherwise come into being pursuant to
the Joint Development Projects.


1.3 "Joint Development Projects" shall mean any project undertaken by both
parties under the terms and conditions of this Agreement pursuant to a
Development Plan approved in writing by both parties.


1.4 "Technical Information" shall mean the information, data and materials,
including, without limitation, any and all technologies, inventions,
discoveries, know-how, designs, drawings and other proprietary information
which are owned


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by the parties and necessary in connection with design,
development and manufacture of the Jointly Developed Products.


Article 2. Joint Development


2.1 Joint Development Projects in General.
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(a) Frequency. Beginning on the Effective Date, both parties shall make
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reasonable efforts to define, plan and implement at least one (1)
Joint Development Project every twelve (12) months for a period of
five (5) years in the general areas of personal computers and related
components thereto.


(b) Management. AST shall manage the development activities, and all such
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activities shall occur at AST's facilities, unless both parties agree
otherwise in writing.


(c) Changes. Upon the mutual written agreement of both parties, items and
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tasks may be modified in, added to, or deleted from the Development
Plan.


2.2 Steering Committee.
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(a) Authority. Top Executive Committee as defined in the General Terms
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Agreement (the "TEC") shall function as a steering committee and
therefore have any authority which is needed with respect to any Joint
Development Project under this Agreement except to the extent
otherwise agreed herein or as may be agreed in a Development Plan.


(b) Negotiations. Discussion of the definition of the next-year project
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shall begin no later than six (6) months prior to each anniversary
date of the Effective Date. The definition of each project shall be
negotiated in best efforts, including personnel, equipment, material
and financial resources, management roles, exchange of the Technical
Information, development and implementation requirements, project
milestones and any additional provisions. These projects shall be
outlined in a fashion similar to the Development Plan first approved
in writing by both AST and SEC, and added as annual amendments to this
Agreement.


2.3 Project Coordination.
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(a) Selection of Coordinators. TEC shall appoint one (1) project manager,
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equivalent level or higher level


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employee from each party, as the overall project coordinators for
each defined Joint Development Project (the "Project Coordinators").


(b) Communication and Progress Reports. The Project Coordinators shall
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communicate as often as is desirable, in person, by telephone,
electronic mail or facsimile (or by any other means) in order to
review progress, track schedules, resolve problems and arrange for the
exchange of materials necessary for the performance of this Agreement.
AST's and SEC's Project Coordinator shall also jointly prepare a
progress report to SEC and AST as often as is specified in the
Development Plan.


(c) Authority and Responsibility. Project Coordinators shall also: (i)
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have authority to act for and on behalf of the party they represent
and to make binding technical decisions (but not financial or other
decisions) with respect to the work to be performed under this
Agreement; (ii) assume responsibility for the accuracy of the data and
information supplied; (iii) provide access to appropriate personnel
for each phase of development; and (iv) coordinate access to the
party's facilities and equipment as required.


(d) Delays. To the extent that any planned procedures or development
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milestones are not completed on schedule, the Project Coordinators
(hereinafter defined) of the parties shall determine whether a
rescheduling of such procedures or an immediate change to milestones
is reasonably possible, or whether alternative procedures or
milestones should be implemented.


(e) Communication Routing. All communications between parties relating to
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the aforementioned modifications to the Development Plan or
rescheduling of procedures or milestones shall be routed through the
Project Coordinators before such modifications or rescheduling are
implemented.


2.4 First Year Joint Development Project ("Pentium Multimedia Note PC").
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(a) Development Plan. In the first year, beginning on the Effective Date,
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both parties shall make all reasonable efforts to conduct the
research, experimentation, development and implementation work
necessary to complete the design and development of the Pentium
Multimedia Note PC, substantially in accordance with a Development
Plan to be agreed between the parties, which contains the project
specifications, deliverables by each party, milestones and/or other
details on respective responsibilities of both parties.


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(b) Team Formation. AST and SEC agree to establish a separate research
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and development team under the direction of AST's Project Coordinator.
AST shall designate AST's Project Coordinator as the Pentium
Multimedia Note PC Director and make best efforts to make the
completion of the Pentium Multimedia Note PC the primary
responsibility of the AST's Project Coordinator.


(c) Project Coordinators. The Steering Committee shall appoint Project
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Coordinators for the Pentium Multimedia Note PC within 30 days of the
Effective Date.


Article 3. Supply of Technical Information


3.1 Initial Information. For the purpose of the Joint Development Projects
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under Article 3 hereof, each party shall provide to the other party with
its Technical Information owned by such party, as of the Effective Date or
such kick-off date of a new project as described in Article 2.1, to the
extent reasonably necessary for the other party to perform the activities
contemplated hereunder.


3.2 Updated Information. Each party shall provide from time to time to the
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other party with Technical Information developed by such party directly in
the course of the development work for the Joint Development Projects
hereunder.


3.3 Quality of Information. Each party shall make its best efforts to verify
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