DEVELOPMENT AGREEMENT

                                                                   EXHIBIT 10.21
                                                                   -------------

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST.
OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION.

                              DEVELOPMENT AGREEMENT
                                     BETWEEN
                                   ENIKIA LLC
                                       AND
                         LEVITON MANUFACTURING CO. INC.

This Agreement, by and between ENIKIA LLC, a Delaware limited liability company
("Enikia"), with a place of business at 948 US Highway 22, North Plainfield, NJ
07062, and LEVITON MANUFACTURING CO., INC. ("Leviton"), a Delaware corporation
with a place of business at 59-25 Little Neck Parkway, Little Neck, NY
11362-2591, shall have an effective date of (Effective Date).

WHEREAS, Enikia has experience in the design and manufacture of power line
carrier chip sets and power line carrier applications in commercial sites; and

WHEREAS, Leviton has experience in the design, manufacture, marketing and
selling of devices and systems, which interface to the power line, for the
purpose of data, voice, video transmission and automation; and

WHEREAS, the Parties believe that there are business development opportunities
for power line carrier devices and systems, for retrofitting of Residential,
MDU/MTU and Light Commercial sites, with products incorporating technology and
products from both Enikia and Leviton; and

WHEREAS, the Parties desire to work together to develop such products.

THEREFORE, the Parties hereby enter into this Agreement.

1.   DEFINITIONS

     1.1  "Party/Parties" shall mean Enikia and/or Leviton.

     1.2  *

     1.3  "NDA" shall mean the Non-Disclosure Agreement dated 8 November 2002
          between Enikia and Leviton.

     1.4  "Enikia Product(s)" shall mean semiconductor chips, chip sets(s) and
          designs, including related firmware and software, for incorporation in
          electrical and/or, electronic devices and/or PLC Products developed by
          Enikia apart from those developed under this Agreement.

     1.5  *

                                        1
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     1.6  "Project" shall mean the effort to be undertaken by the Parties hereto
          pursuant to this Agreement for the development and incorporation of
          Enikia Special Products into Joint PLC Products as described in
          SCHEDULE A.



2    DEVELOPMENT PLANS, RESPONSIBILITIES. PROJECT MANAGEMENT

     2.1  *

     2.2  *

     2.3  *

     2.4  It is the intention of the Parties to expand the number of Projects
          being pursued in the future as opportunities are identified by either
          Party.

     2.5  Enikia and Leviton shall cooperate with one another on Projects to
          determine the responsibilities and cost allocations of each Party.

     2.6  *

3    PATENTS AND INVENTIONS

     3.1  Each of the Parties hereby represents to the other that it has, or
          will have, prior to commencement of the Project, valid and sufficient
          arrangements and agreements with its respective employees and/or
          nonemployee consultants, such that the ownership of any and all
          inventions pertaining to any Joint PLC Products made by an employee
          and/or consultant vests in the Party hereto employing said employee
          and/or consultant, subject to the provisions of the applicable law
          governing ownership of such inventions.

     3.2  Each of the Parties agrees to reasonably enforce its respective
          intellectual property rights against infringement of same by third
          parties with regard to inventions, copyrightable material, or
          proprietary information for products covered under the scope of this
          Agreement.

     3.3  All inventions, copyrightable material, and proprietary information
          made or developed jointly by employees of Enikia and Leviton in
          performance under this Agreement, including, without limitation the
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