<PAGE>   1
                                                                    EXHIBIT 4.12


                                                                        NO. CW-1

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.

                               WARRANT TO PURCHASE
                                 COMMON STOCK OF
                                VIXEL CORPORATION
                         (VOID AFTER SEPTEMBER 30, 2002)

               This certifies that SUN MICROSYSTEMS, INC. or its assigns (the
"Holder"), for value received, is entitled to purchase from VIXEL CORPORATION, a
Delaware corporation (the "Company"), having a place of business at 11911 North
Creek Parkway S., Bothell, Washington 98011, a maximum of 150,000 fully paid and
nonassessable shares of the Company's Common Stock ("Common Stock") for cash at
a price of Eleven Dollars ($11.00) per share (the "Stock Purchase Price") at any
time or from time to time up to and including 5:00 p.m. (Pacific time) on
September 30, 2002 (the "Expiration Date"), upon surrender to the Company at its
principal office (or at such other location as the Company may advise the Holder
in writing) of this Warrant properly endorsed with the Form of Subscription
attached hereto duly filled in and signed and, if applicable, upon payment in
cash or by check of the aggregate Stock Purchase Price for the number of shares
for which this Warrant is being exercised determined in accordance with the
provisions hereof. The Stock Purchase Price and the number of shares purchasable
hereunder are subject to adjustment as provided in Section 3 of this Warrant.

        This Warrant is subject to the following terms and conditions:

        1.      EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

                1.1     GENERAL. This Warrant is exercisable at the option of
the holder of record hereof, at any time or from time to time, up to the
Expiration Date for all or any part of the shares of Common Stock (but not for a
fraction of a share) which may be purchased hereunder. The Company agrees that
the shares of Common Stock purchased under this Warrant shall be and are deemed
to be issued to the Holder hereof as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been surrendered,
properly endorsed, the completed, executed Form of Subscription delivered and
payment made for such shares. Certificates for the shares of Common Stock so
purchased, together with any other securities or property to which the Holder
hereof is entitled upon such exercise, shall be delivered to the Holder hereof
by the Company at the Company's expense within three (3) business days after the
rights represented by this Warrant have been so exercised. In case of a purchase
of less than all the shares which may be purchased under this Warrant, the
Company shall cancel this Warrant and execute and deliver a new Warrant or
Warrants of like tenor for the balance of the shares purchasable under the
Warrant surrendered upon such purchase to the Holder hereof


<PAGE>   2

within a reasonable time. Each stock certificate so delivered shall be in such
denominations of Common Stock as may be requested by the Holder hereof and shall
be registered in the name of such Holder.

                1.2     NET ISSUE EXERCISE. Notwithstanding any provisions
herein to the contrary, if the fair market value of one share of the Company's
Common Stock is greater than the Stock Purchase Price (at the date of
calculation as set forth below), in lieu of exercising this Warrant for cash,
the Holder may elect to receive shares equal to the value (as determined below)
of this Warrant (or the portion thereof being canceled) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Form of Subscription and notice of such election in which event the
Company shall issue to the Holder a number of shares of Common Stock computed
using the following formula:

                           X = Y (A-B)
                               ------
                                  A

        Where X = the number of shares of Common Stock to be issued to the
        Holder

        Y = the number of shares of Common Stock purchasable under the Warrant
        or, if only a portion of the Warrant is being exercised, the portion of
        the Warrant being canceled (at the date of such calculation)

        A = the fair market value of one share of the Company's Common Stock (at
        the date of such calculation)

        B = Stock Purchase Price (as adjusted to the date of such calculation)

For purposes of the above calculation, the fair market value of one share of
Common Stock shall be determined by the Company's Board of Directors in good
faith; provided, however, that in the event the Company makes an initial public
offering of its Common Stock the fair market value per share shall be: (i) if
the Warrant is being converted in connection with and contingent upon a public
offering of the Company's securities, and if the Company's registration
statement relating to such public offering has been declared effective by the
U.S. Securities and Exchange Commission, then the fair market value of the
Common Stock shall be the initial "Price to Public" specified in the final
prospectus with respect to such offering; or (ii) if the Warrant is not being
converted in connection with and contingent upon a public offering of the
Company's securities, then as follows: (x) if traded on a securities exchange or
the Nasdaq National Market, the fair market value of the Common Stock shall be
deemed to be the average of the closing or last reported sale prices of the
Common Stock on such exchange or market over the 30-day period ending five
business days prior to the date of calculation, or (y) if otherwise traded in an
over-the-counter market, the fair market value of the Common Stock shall be
deemed to be the average of the reported closing bid and ask prices of the
Common Stock over the 30-day period ending five business days prior to the date
of calculation.

        2.      SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company
covenants and agrees that all shares of Common Stock which may be issued upon
the exercise of the rights

                                       2.
<PAGE>   3

represented by this Warrant will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable and free from all preemptive rights of any
shareholder and free of all taxes, liens and charges with respect to the issue
thereof. The Company further covenants and agrees that, during the period within
which the rights represented by this Warrant may be exercised, the Company will
at all times have authorized and reserved, for the purpose of issue or transfer
upon exercise of the subscription rights evidenced by this Warrant, a sufficient
number of shares of authorized but unissued Common Stock, or other securities
and property, when and as required to provide for the exercise of the rights
represented by this Warrant. The Company will take all such action as may be
necessary to assure that such shares of Common Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed; provided, however, that the Company shall not be required to effect a
registration under Federal or State securities laws with respect to such
exercise. The Company will not take any action which would result in any
adjustment of the Stock Purchase Price (as set forth in Section 3 hereof) if the
total number of shares of Common Stock issuable after such action upon exercise
of all outstanding warrants, together with all shares of Common Stock then
outstanding and all shares of Common Stock then issuable upon exercise of all
options and upon the conversion of all convertible securities then outstanding,
would exceed the total number of shares of Common Stock then authorized by the
Company's Restated Certificate of Incorporation.

        3.      ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES. The
Stock Purchase Price and the number of shares purchasable upon the exercise of
this Warrant shall be subject to adjustment from time to time upon the
occurrence of certain events described in this Section 3. Upon each adjustment
of the Stock Purchase Price, the Holder of this Warrant shall thereafter be
entitled to purchase, at the Stock Purchase Price resulting from such
adjustment, the number of shares obtained by multiplying the Stock Purchase
Price in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment, and dividing
the product thereof by the Stock Purchase Price resulting from such adjustment.

                3.1     SUBDIVISION OR COMBINATION OF STOCK. In case the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Stock Purchase Price in effect immediately prior
to such subdivision shall be proportionately reduced, and conversely, in case
the outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Stock Purchase Price in effect immediately prior
to such combination shall be proportionately increased.

                3.2     DIVIDENDS IN COMMON STOCK, OTHER STOCK, PROPERTY,
RECLASSIFICATION. If at any time or from time to time the Holders of Common
Stock (or any shares of stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefor,

                        (a)     Common Stock or any shares of stock or other
securities which are at any time directly or indirectly convertible into or
exchangeable for Common Stock, or any rights or options to subscribe for,
purchase or otherwise acquire any of the foregoing by way of dividend or other
distribution,

                                       3.
<PAGE>   4

                        (b)     any cash paid or payable otherwise than as a
cash dividend, or

                        (c)     Common Stock or additional stock or other
securities or property (including cash) by way of spinoff, split-up,
reclassification, combination of shares or similar corporate rearrangement,
(other than shares of Common Stock issued as a stock split or adjustments in
respect of which shall be covered by the terms of Section 3.1 above), then and
in each such case, the Holder hereof shall, upon the exercise of this Warrant,
be entitled to receive, in addition to the number of shares of Common Stock
receivable thereupon, and without payment of any additional consideration
therefor, the amount of stock and other securities and property (including cash
in the cases referred to in clause (b) above and this clause (c)) which such
Holder would hold on the date of such exercise had he been the holder of record
of such Common Stock as of the date on which holders of Common Stock received or
became entitled to receive such shares or all other additional stock and other
securities and property.

                3.3     REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER
OR SALE. If any recapitalization, reclassification or reorganization of the
capital stock of the Company, or any consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets or
other transaction shall be effected in such a way that holders of Common Stock
shall be entitled to receive stock, securities, or other assets or property (an
"Organic Change"), then, as a condition of such Organic Change, lawful and
adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of the
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby) such shares of stock,
securities or other assets or property as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal
to the number of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby. In the event of
any Organic Change, appropriate provision shall be made by the Company with
respect to the rights and interests of the Holder of this Warrant to the end
that the provisions hereof (including, without limitation, provisions for
adjustments of the Stock Purchase Price and of the number of shares purchasable
and receivable upon the exercise of this Warrant) shall thereafter be
applicable, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof.

                3.4     CERTAIN EVENTS. If any change in the outstanding Common
Stock of the Company or any other event occurs as to which the other provisions
of this Section 3 are not strictly applicable or if strictly applicable would
not fairly protect the purchase rights of the Holder of the Warrant in
accordance with such provisions, then the Board of Directors of the Company
shall make an adjustment in the number and class of shares available under the
Warrant, the Stock Purchase Price or the application of such provisions, so as
to protect such purchase rights as aforesaid. The adjustment shall be such as
will give the Holder of the Warrant upon exercise for the same aggregate Stock
Purchase Price the total number, class and kind of shares as the Holder would
have owned had the Warrant been exercised prior to the event and had the Holder
continued to hold such shares until after the event requiring adjustment.

                3.5     NOTICES OF CHANGE.


                                       4.
<PAGE>   5

                        (a)     Immediately upon any adjustment in the number or
class of shares subject to this Warrant and of the Stock Purchase Price, the
Company shall give written notice thereof to the Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment.

                        (b)     The Company shall give written notice to the
Holder at least 10 business days prior to the date on which the Company closes
its books or takes a record for determining rights to receive any dividends or
distributions.

                        (c)     The Company shall also give written notice to
the Holder at least 10 days prior to the date on which an Organic Change or an
initial public offering shall take place.

                        (d)     The Company shall give written notice to the
Holder at least 10 days prior to the date it closes its books or takes a record
with respect to stockholders entitled to vote at any annual or special meeting
of stockholders.

        4.      PRICE-BASED ANTI-DILUTION ADJUSTMENTS.

                4.1     If at any time or from time to time after the date
hereof, the Company issues or sells, or is deemed by the express provisions of
this Section 4 to have issued or sold, Additional Shares of Common Stock (as
hereinafter defined), other than as a dividend or other distribution or
combination on any class of stock as provided in Section 3 of this Warrant, for
an Effective Price (as hereinafter defined) less than the then-effective Stock
Purchase Price, then and in each such case the then-existing Stock Purchase
Price shall be reduced, as of the opening of business on the date of such issue
or sale, to a price determined by multiplying such Stock Purchase Price by a
fraction (i) the numerator of which shall be (A) the number of shares of Common
Stock deemed outstanding (as defined below) immediately prior to such issue or
sale plus (B) the number of shares of Common Stock which the aggregate
consideration received (as defined below) by the Company for the total number of
Additional Shares of Common Stock so issued would purchase at such Stock
Purchase Price and (ii) the denominator of which shall be the number of shares
of Common Stock deemed outstanding (as defined below) immediately prior to such
issue or sale plus the total number of Additional Shares of Common Stock so
issued. For the purposes of the preceding sentence, the number of shares of
Common Stock deemed to be outstanding as of a given date shall be the sum of (A)
the number of shares of Common Stock actually outstanding and (B) the number of
shares of Common Stock which could be obtained through the exercise or
conversion of all other rights, options, warrants and convertible securities on
the day immediately preceding the given date.

                4.2     For the purpose of making any adjustment required under
this Section 4, the consideration received by the Company for any issue or sale
of securities shall (i) to the extent it consists of cash, be computed at the
net amount of cash received by the Company after deduction of any underwriting
or similar commissions, compensation or concessions paid or allowed by the
Company in connection with such issue or sale but without deduction of any
expenses payable by the Company, (ii) to the extent it consists of property
other than cash, be computed at the fair value of that property as determined in
good faith by the Board

                                       5.
<PAGE>   6

of Directors and (iii) if Additional Shares of Common Stock, Convertible
Securities (as hereinafter defined) or rights or options to purchase either
Additional Shares of Common Stock or Convertible Securities are issued or sold
together with other stock or securities or other assets of the Company for a
consideration which covers both, be computed as the portion of the consideration
so received that may be reasonably determined in good faith by the Board of
Directors to be allocable to such Additional Shares of Common Stock, Convertible
Securities or rights or options.

                4.3     For the purpose of the adjustment required under this
Section 4, if the Company issues or sells any rights or options for the purchase
of, or stock or other securities convertible into, Additional Shares of Common
Stock (such convertible stock or securities being herein referred to as
"Convertible Securities") and if the Effective Price of such Additional Shares
of Common Stock is less than the Stock Purchase Price, in each case the Company
shall be deemed to have issued at the time of the issuance of such rights or
options or Convertible Securities the maximum number of Additional Shares of
Common Stock issuable upon exercise or conversion thereof and to have received
as consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Company for the issuance of
such rights or options or Convertible Securities, plus, in the case of such
rights or options, the minimum amounts of consideration, if any, payable to the
Company upon the exercise of such rights or options, plus, in the case of
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Company (other than by cancellation of liabilities or obligations evidenced
by such Convertible Securities) upon the conversion thereof; provided, however,
that if in the case of Convertible Securities the minimum amounts of such
consideration cannot be ascertained, but are a function of antidilution or
similar protective clauses, the Company shall be deemed to have received the
minimum amounts of consideration without reference to such clauses; provided,
further, that if the minimum amount of consideration payable to the Company upon
the exercise or conversion of rights, options or Convertible Securities is
reduced over time or on the occurrence or non-occurrence of specified events
other than by reason of antidilution adjustments, the Effective Price shall be
recalculated using the figure to which such minimum amount of consideration is
reduced; provided, further, that if the minimum amount of consideration payable
to the Company upon the exercise or conversion of such rights, options or
Convertible Securities is subsequently increased, the Effective Price shall be
again recalculated using the increased minimum amount of consideration payable
to the Company upon the exercise or conversion of such rights, options or
Convertible Securities. No further adjustment of any Conversion Price, as
adjusted upon the issuance of such rights, options or Convertible Securities,
shall be made as a result of the actual issuance of Additional Shares of Common
Stock on the exercise of any such rights or options or the conversion of any
such Convertible Securities. If any such rights or options or the conversion
privilege represented by any such Convertible Securities shall expire without
having been exercised, any Conversion Price as adjusted upon the issuance of
such rights, options or Convertible Securities shall be readjusted to the
Conversion Price which would have been in effect had an adjustment been made on
the basis that the only Additional Shares of Common Stock so issued were the
Additional Shares of Common Stock, if any, actually issued or sold on the
exercise of such rights or options or rights of conversion of such Convertible
Securities, and such Additional Shares of Common Stock, if any, were issued or
sold for the consideration

                                       6.
<PAGE>   7

actually received by the Company upon such exercise, plus the consideration, if
any, actually received by the Company for the granting of all such rights or
options, whether or not exercised, plus the consideration received for issuing
or selling the Convertible Securities actually converted, plus the
consideration, if any, actually received by the Company (other than by
cancellation of liabilities or obligations evidenced by such Convertible
Securities) on the conversion of such Convertible Securities.

                4.4     "Additional Shares of Common Stock" shall mean all
shares of Common Stock or any obligation, any shares of stock or other security
of the Company convertible into or exchangeable for Common Stock issued by the
Company or deemed to be issued pursuant to this Section 4, whether or not
subsequently reacquired or retired by the Company other than (a) shares of
Common Stock and/or options, warrants or other Common Stock purchase rights, and
the Common Stock issued pursuant to such options, warrants or other rights (as
adjusted for any stock dividends, combinations, splits, recapitalizations and
the like) after the date hereof to employees, officers or directors of, or
consultants or advisors to, the Company or any subsidiary pursuant to stock
purchase or stock option plans or other arrangements that are approved by the
Board of Directors of the Company; and (b) shares of Common Stock issued
pursuant to the exercise of options, warrants or convertible securities
outstanding as of the date hereof, including shares of Common Stock issued upon
exercise of this Warrant. The "Effective Price" of Additional Shares of Common
Stock shall mean the quotient determined by dividing the total number of
Additional Shares of Common Stock issued or sold, or deemed to have been issued
or sold by the Company under this Section 4, into the aggregate consideration
received, or deemed to have been received by the Company

        5.      REPRESENTATIONS AND WARRANTIES OF THE HOLDER.

                5.1     PURCHASE FOR OWN ACCOUNT. The Holder represents that it
is acquiring the Warrant and the equity securities issuable upon exercise of the
Warrant (collectively, the "Securities") solely for its own account and
beneficial interest for investment and not for sale or with a view to
distribution of the Securities or any part thereof, has no present intention of
selling (in connection with a distribution or otherwise), granting any
participation in, or otherwise distributing the same, and does not presently
have reason to anticipate a change in such intention.

                5.2     INVESTOR STATUS. The Holder is a "qualified
institutional buyer" as defined in Rule 144A under the Securities Act and an
"accredited investor" as defined in Rule 501 under the Securities Act.

        6.      ISSUE TAX. The issuance of certificates for shares of Common
Stock upon the exercise of the Warrant shall be made without charge to the
Holder of the Warrant for any issue tax (other than any applicable income taxes)
in respect thereof; provided, however, that the Company shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any certificate in a name other than that of the then
Holder of the Warrant being exercised.

        7.      CLOSING OF BOOKS. The Company will at no time close its transfer
books against the transfer of any warrant or of any shares of Common Stock
issued or issuable upon the

                                       7.
<PAGE>   8

exercise of any warrant in any manner which interferes with the timely exercise
of this Warrant.

        8.      NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing
contained in this Warrant shall be construed as conferring upon the Holder
hereof the right to vote or to consent or to receive notice as a shareholder of
the Company or any other matters or any rights whatsoever as a shareholder of
the Company. No dividends or interest shall be payable or accrued in respect of
this Warrant or the interest represented hereby or the shares purchasable
hereunder until, and only to the extent that, this Warrant shall have been
exercised. No provisions hereof, in the absence of affirmative action by the
holder to purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the holder hereof, shall give rise to any liability of
such Holder for the Stock Purchase Price or as a shareholder of the Company,
whether such liability is asserted by the Company or by its creditors.

        9.      WARRANTS TRANSFERABLE. Subject to compliance with applicable
federal and state securities laws, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the holder hereof (except
for transfer taxes), upon surrender of this Warrant properly endorsed. Each
taker and holder of this Warrant, by taking or holding the same, consents and
agrees that this Warrant, when endorsed in blank, shall be deemed negotiable,
and that the holder hereof, when this Warrant shall have been so endorsed, may
be treated by the Company, at the Company's option, and all other persons
dealing with this Warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented by this Warrant, or to
the transfer hereof on the books of the Company any notice to the contrary
notwithstanding; but until such transfer on such books, the Company may treat
the registered owner hereof as the owner for all purposes. Notwithstanding the
foregoing, prior to completion of the Company's initial public offering of
Common Stock registered under the Securities Act ("IPO"), the Company shall have
the right to refuse to transfer any portion of this Warrant to any person who
directly competes with the Company.

        10.     RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights
and obligations of the Company, of the holder of this Warrant and of the holder
of shares of Common Stock issued upon exercise of this Warrant, shall survive
the exercise of this Warrant.

        11.     MODIFICATION AND WAIVER. This Warrant and any provision hereof
may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought.

        12.     NOTICES. Any notice, request or other document required or
permitted to be given or delivered to the holder hereof or the Company shall be
delivered or shall be sent by certified mail, postage prepaid, to each such
holder at its address as shown on the books of the Company or to the Company at
the address indicated therefor in the first paragraph of this Warrant or such
other address as either may from time to time provide to the other.

        13.     BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon
any corporation succeeding the Company by merger, consolidation or acquisition
of all or substantially all of the Company's assets. All of the obligations of
the Company relating to the Common Stock issuable upon the exercise of this
Warrant shall survive the exercise and

                                       8.
<PAGE>   9

termination of this Warrant. All of the covenants and agreements of the Company
shall inure to the benefit of the successors and assigns of the holder hereof.

        14.     DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings
of the several sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. This Warrant
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of Washington.

        15.     LOST WARRANTS. The Company represents and warrants to the Holder
hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

        16.     FRACTIONAL SHARES. No fractional shares shall be issued upon
exercise of this Warrant. The Company shall, in lieu of issuing any fractional
share, pay the holder entitled to such fraction a sum in cash equal to such
fraction multiplied by the then effective Stock Purchase Price.

        17.     INVESTOR RIGHTS AGREEMENT. The Company hereby agrees to use its
best efforts to obtain the agreement of the holders of a majority of its
Registrable Securities (as defined below) under the Company's Amended and
Restated Investors' Rights Agreement, dated February 17, 1998, as amended, that
the shares of Common Stock issuable upon exercise of this Warrant shall be
deemed "Registrable Securities" thereunder, and the Holder shall be deemed to be
a "Holder" under such agreement, entitled to the rights and benefits and subject
to the duties and obligations of a "Holder" thereunder. Holder shall execute a
counterpart signature page to such agreement at the request of the Company.

        18.     FINANCIAL INFORMATION. Prior to completion of the Company's IPO,
the Company agrees to provide quarterly unaudited and annual audited financial
statements to the Holder, at the same time it provides such information to the
other investors that are entitled to receive such information.

        19.     LOCK-UP AGREEMENT. Holder agrees to sign a "lock-up" agreement
in the form attached as Exhibit B. The Company represents and warrants that each
of its officers, directors and 5% or greater stockholders have signed lock-up
agreements in the same form. The Company agrees that if the underwriters in its
IPO release any of the shares covered by such lock-up agreements, it will
release Holder's shares from the lock-up agreement proportionately.

        20.     COMPANY REPRESENTATION. The Company acknowledges that it has
provided the Holder with the Company's Registration Statement on Form S-1, dated
June 23, 1999, as amended on August 16, 1999, and represents that such
Registration Statement, as amended, does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.


                                       9.
<PAGE>   10


         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officers, thereunto duly authorized this 31st day of August,
1999.

                                           VIXEL CORPORATION
                                           a Delaware corporation



                                           /s/  Kurtis L. Adams
                                           --------------------------------
                                           By: Kurtis L. Adams

                                           Title:  Chief Financial Officer





<PAGE>   11
                                    EXHIBIT A

                                SUBSCRIPTION FORM

                                                    Date:  _______________, ____

VIXEL CORPORATION
11911 NORTH CREEK PARKWAY S.
BOTHELL, WASHINGTON 98011

Attn:  Chief Financial Officer

Ladies and Gentlemen:

         [ ] The undersigned hereby elects to exercise the warrant issued to it
by Vixel Corporation (the "Company") and dated August 31, 1999 Warrant No.
CW-___ (the "Warrant") and to purchase thereunder _____________ shares of the
Common Stock of the Company (the "Shares") at a purchase price of Eleven Dollars
($11.00) per Share or an aggregate purchase price of ___________________ Dollars
($__________) (the "Purchase Price"). Pursuant to the terms of the Warrant the
undersigned has delivered the Purchase Price herewith in full in cash or by
certified check or wire transfer.

[ ]      The undersigned hereby elects to convert _____________ percent (____%)
         of the value of the Warrant pursuant to the provisions of Section 1.2
         of the Warrant.

                                            Very truly yours,



                                            By:

                                            Title:



<PAGE>   12



                                    EXHIBIT B

                                LOCK-UP AGREEMENT



BancBoston Robertson Stephens Inc.
Bear, Stearns & Co. Inc.
Needham & Company
c/o BancBoston Robertson Stephens Inc.
555 California Street, Suite 2600
San Francisco, California 94104


RE:  Vixel Corporation (the "Company")


Ladies & Gentlemen:

               The undersigned is an owner of record or beneficially of certain
shares of Common Stock of the Company ("Common Stock") or securities convertible
into or exchangeable or exercisable for Common Stock. The Company proposes to
carry out a public offering of Common Stock (the "Offering") for which you will
act as the representatives (the "Representatives") of the underwriters. The
undersigned recognizes that the Offering will be of benefit to the undersigned
and will benefit the Company by, among other things, raising additional capital
for its operations. The undersigned acknowledges that you and the other
underwriters are relying on the representations and agreements of the
undersigned contained in this letter in carrying out the Offering and in
entering into underwriting arrangements with the Company with respect to the
Offering.

               In consideration of the foregoing, the undersigned hereby agrees
that the undersigned will not offer to sell, contract to sell, or otherwise
sell, dispose of, loan, pledge or grant any rights with respect to
(collectively, a "Disposition") any shares of Common Stock, any options or
warrants to purchase any shares of Common Stock or any securities convertible
into or exchangeable for shares of Common Stock (collectively, "Securities") now
owned or hereafter acquired directly by the undersigned or with respect to which
the undersigned has or hereafter acquires the power of disposition, for a period
commencing on the date hereof and continuing to a date which is 180 days after
the registration statement relating to the Offering (the "Registration
Statement") is declared effective by the Securities and Exchange Commission (the
"Lock-up Period"). This restriction will not apply to (i) a bona fide gift or
gifts, provided the donee or donees thereof agree in writing to be bound by this
restriction, (ii) a distribution to partners or shareholders of the undersigned,
provided that the distributees thereof agree in writing to be bound by the terms
of this restriction, (iii) dispositions of Securities acquired on the open
market or (iv) dispositions made with the prior written consent of BancBoston
Robertson Stephens Inc. The undersigned agrees that the foregoing restriction
precludes the holder of the Securities from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead


<PAGE>   13

to or result in a Disposition of Securities during the Lock-up Period, even if
such Securities would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would include, without limitation, any
short sale (whether or not against the box) or any purchase, sale or grant of
any right (including, without limitation, any put or call option) with respect
to any Securities or with respect to any security (other than a broad-based
market basket or index) that includes, relates to or derives any significant
part of its value from Securities. The undersigned also agrees and consents to
the entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of Securities held by the undersigned except in
compliance with the foregoing restrictions. Notwithstanding anything herein to
the contrary, the foregoing restrictions do not prohibit the sale of shares of
Common Stock by the undersigned to the underwriters in the Offering, if the
Representatives, in their sole discretion, agree to the inclusion of shares of
Common Stock in the Offering. BancBoston Robertson Stephens Inc., acting alone
and in its sole discretion, may waive any provisions of this Lock-Up Agreement
without notice to any third party.

               This agreement is subject to the following: (i) the Company has
represented to the undersigned that each of the Company's officers, directors
and 5% or greater stockholders have signed lock-up agreements in the same form
as this agreement, and (ii) if the Representatives release any of the shares
covered by such lock-up agreements, a proportionate amount of the Common Stock
beneficially owned by the undersigned will be released from this lock-up
agreement..

               This agreement is irrevocable and will be binding on the
undersigned and the respective successors, heirs, personal representatives and
assigns of the undersigned. In the event that the Registration Statement shall
not have been declared effective on or before October 31, 1999, this Lock-Up
Agreement shall be of no further force or effect.


                                 Dated:



                                 Printed Name of Holder


                                 By:
                                 Signature



                                 Printed Name of Person Signing (and indicate
                                 capacity of person signing if signing as
                                 custodian, trustee, or on behalf of an
                                 entity)



                                      13.