OSICOM TECHNOLOGIES, INC.
                                2800 28TH Street
                                    Suite 100
                         Santa Monica, California 90405

                                 March 10, 1999


Mr. Cornelius Peterson VIII
President and CEO
NETsilicon, Inc.
411 Waverly Oaks Road
Suite 227
Waltham, MA 02154

Dear Pete:

         This letter confirms our agreement relating to the stock options (the
"Options") being granted to you on or about the date of this letter by
NETsilicon, Inc. ("NSI") in connection with the initial public offering of NSI.
Notwithstanding anything to the contrary in the stock option agreement(s), the
following shall apply to those options:

         1.       In the event that NSI is sold to or merges with a company
                  unaffiliated with Osicom or NSI, all of the Options will vest
                  immediately, regardless of whether any performance or time
                  criteria otherwise applicable to vesting has been satisfied.

         2.       In the event that your employment is terminated without cause
                  or not continued without cause, or in the event of your
                  permanent disability or death, the Options will not be
                  terminated as a result of such an event but shall remain in
                  full force and effect and vest in accordance with their terms,
                  except that any performance-based criteria will be deemed to
                  have been satisfied notwithstanding the actual financial
                  results of NSI.

         3.       Except as amended by this letter, the Options remain in full
                  force and effect according to their terms.

                                             Very truly yours,

      NETsilicon, Inc.                       OSICOM TECHNOLOGIES, INC.

    BY: /s/ Renn Zaphiropoulos           BY: /s/ Par Chadha
        ----------------------------         -----------------------------------
        Renn Zaphiropoulos, Chairman         Par Chadha, Chief Executive Officer

    BY: /s/ Leonard Hecht           
        ----------------------------
        Leonard Hecht, Director