<PAGE>   1

                                                                   EXHIBIT 10.11


                               MCDATA CORPORATION

                                RESALE AGREEMENT
                           AGREEMENT NO. 90-00-0109-07

"MCDATA"
         McDATA Corporation
         310 Interlocken Parkway
         Broomfield, CO  80021-3464

"RESELLER"
         International Business Machines Corporation
         Poughkeepsie, NY  12601


This Master Resale Agreement ("Agreement") is entered into by and between McDATA
and Reseller, and commences on the date accepted and executed by McDATA
("Effective Date").

Each of the identified documents is incorporated by reference.

X    Resale Agreement

X    Exhibit A     Products and Pricing

X    Exhibit B     Warranty and Post Warranty Services and Pricing
                       Figure B-1  Prices for Warranty, Enhanced Warranty, Post
                       Warranty Services
                       Figure B-2  McDATA Maintenance Agreement
                       Figure B-3  McDATA Product Exhibit

X    Exhibit C     Click-through Software License Agreement

X    Exhibit D     Shrinkwrap Software License Agreement

X    Exhibit E     McDATA Warranty and Disclaimer Statement


This Agreement and the applicable Exhibits identified above, are the complete
agreement between McDATA and Reseller with respect to the Products on Exhibit A
of this Agreement, and replace all prior oral or written representations or
agreements between the parties on the subject matter of this Agreement.

Executed and agreed to:                     Accepted and agreed to:

MCDATA CORPORATION (MCDATA)                 INTERNATIONAL BUSINESS MACHINES
                                            CORPORATION (RESELLER)

By: /s/ Donald Beauchesne                   By:  /s/ John F. McDonnell
    ---------------------------                  ---------------------------
Name: Donald Beauchesne                     Name:    John F. McDonnell

Title: Group Manager of Procurement         Title: President and CEO

Date Signed: February 22, 2000              Date Signed:  February 22, 2000

Effective Date: February 22, 2000

* Certain information in this agreement has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions. Asterisks within brackets denote omissions.
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Resale Agreement No90-00-0109-07 - 02/22/00          IBM Corporation / McDATA Corporation
</TABLE>
<PAGE>   2

                               MCDATA CORPORATION

                                RESALE AGREEMENT

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
Section  Title                                                                                                 Page

<S>                                                                                                            <C>
1        DEFINITIONS ......................................................................................      1

2        SCOPE ............................................................................................      1

3        APPOINTMENT ......................................................................................      1
         3.1      Products ................................................................................      1
         3.2      End User Services .......................................................................      2
         3.3      Reseller Services .......................................................................      2

4        RELATIONSHIP OF PARTIES ..........................................................................      3
         4.1      Independent Contractor ..................................................................      3

5        TERM .............................................................................................      3

6        RESALE AUTHORIZATION..............................................................................      3

7        FORECASTS ........................................................................................      3

8        SOLITATION OF ORDERS .............................................................................      3

9        PRODUCT PRICING ..................................................................................      4
         9.1      Prices ..................................................................................      4
         9.2      Review and Price Changes ................................................................      4
         9.3      Most Favored Nations Benefits ...........................................................      4

10       RESELLER'S PURCHASE ORDER.........................................................................      4
         10.1     Issuance of Purchase Order...............................................................      4
         10.2     Acceptance of Reseller's Purchase Order..................................................      4
         10.3     Shipment Date............................................................................      5
         10.4     Order Rescheduling.......................................................................      5
         10.5     Order Cancellation.......................................................................      5
         10.6     Ship and Uninstall Procedure.............................................................      5
         10.7     Payment Terms............................................................................      5
         10.8     Payment Terms for Beta Products..........................................................      5
         10.9     Taxes....................................................................................      5
         10.10    Shipment/Delivery........................................................................      6
         10.11    Title and Risk of Loss...................................................................      6
         10.12    Acceptance of Products...................................................................      6
</TABLE>

<TABLE>
<S>                                                                           <C>
Resale Agreement No90-00-0109-07 - 02/22/00                                   IBM Corporation / McDATA Corporation
</TABLE>
<PAGE>   3

<TABLE>
Section  Title                                                                                                 Page
<S>                                                                                                            <C>
11       PRODUCTS .........................................................................................      6
         11.1     Identification of Products, Trade Name and Trademark Rights .............................      6
         11.2     Product Configuration Validation ........................................................      7
         11.3     Product Warranty, Enhanced Warranty, and Post Warranty Services .........................      7
         11.4     Engineering Changes .....................................................................      7
         11.5     Field Modifications .....................................................................      8
         11.6     Improvements ............................................................................      8
         11.7     Reseller Modifications ..................................................................      8
         11.8     Product Discontinuance ..................................................................      8

12       SOFTWARE LICENSE AND RESTRICTIONS ................................................................      8

13       INDEMNIFICATION ..................................................................................      9
         13.1     McDATA Indemnification ..................................................................      9
         13.2     Reseller Indemnification ................................................................      9

14       CONFIDENTIALITY OF INFORMATION ...................................................................      9

15       LIMITATION OF LIABILITY ..........................................................................     10

16       TERMINATION ......................................................................................     10

17       GENERAL PROVISIONS................................................................................     10
         17.1     Entire Agreement.........................................................................     10
         17.2     Waiver...................................................................................     10
         17.3     Contract Changes.........................................................................     10
         17.4     Governing Law............................................................................     11
         17.5     Severability.............................................................................     11
         17.6     Compliance with Laws.....................................................................     11
         17.7     Notices..................................................................................     11
         17.8     Assignment...............................................................................     11
         17.9     Headings.................................................................................     12
         17.10    Force Majeure............................................................................     12
         17.11    Records..................................................................................     12
         17.12    Gifts....................................................................................     12
         17.13    Press Release............................................................................     12
         17.14    Publications and Marketing Materials.....................................................     12
</TABLE>

EXHIBIT A         PRODUCTS AND PRICING

EXHIBIT B         WARRANTY AND POST WARRANTY/SERVICES AND PRICES
         Figure B-1        Prices for Warranty, Enhanced Warranty and Post
                           Warranty Services
         Figure B-2        McDATA Maintenance Agreement
         Figure B-3        McDATA Product Exhibit

EXHIBIT C         McDATA Click-through Software License

EXHIBIT D         McDATA Shrinkwrap Software License

EXHIBIT E         McDATA WARRANTY AND DISCLAIMER STATEMENT

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Resale Agreement No90-00-0109-07 - 02/22/00                                   IBM Corporation / McDATA Corporation
</TABLE>
<PAGE>   4

                             MASTER RESALE AGREEMENT

McDATA and Reseller agree as follows:

1        DEFINITIONS

         1.1      "RESELLER" means the buying entity executing this Agreement,
                  and all subsidiaries or affiliates thereof, which order
                  Products for resale to Channel Partners or End User Customers
                  pursuant to the provisions of this Agreement.

         1.2      "CHANNEL PARTNER" means any business entity used by Reseller
                  to market and resell Products to End User Customers in
                  accordance with the terms of this Agreement.

         1.3      "MCDATA AUTHORIZED RESELLING AGENT" means any business entity
                  authorized by McDATA to resell Products to End User Customers.

         1.3      "END USER CUSTOMER" means any entity which (i) purchases
                  McDATA-manufactured Products from Reseller or Reseller's
                  Channel Partner; and/or (ii) licenses Software associated
                  therewith from McDATA; and/or (iii) receives End User Services
                  from McDATA.

         1.4      "SOFTWARE" means the computer software, in machine executable
                  object code format only, which is delivered by McDATA with the
                  Product and licensed to the End User Customer.

         1.6      "PRODUCTS" means certain McDATA hardware, Software, related
                  features, conversions, and options, as further described in
                  Exhibit A of this Agreement (attached hereto and incorporated
                  herein by reference as may be amended from time to time) which
                  Reseller is authorized to resell and distribute.

         1.7      "END USER SERVICES" means the collective reference to warranty
                  and post warranty (maintenance) services as set forth in
                  Section 3.2 below, and as more fully described in Exhibit B
                  (attached hereto and incorporated herein by reference as may
                  be amended from time to time).

         1.8      "RESELLER SERVICES" means the collective reference to (i)
                  educational services and professional services as set forth in
                  Section 3.3 below, which services may be provided by McDATA to
                  Reseller and Channel Partners.

         1.9      "TERRITORY" means all countries on a worldwide basis.

2        SCOPE. This Agreement establishes the terms and conditions under which
         Reseller will market and resell McDATA Products, End User Services and
         Reseller Services.

3        APPOINTMENT. Subject to the terms and conditions of this Agreement,
         McDATA hereby authorizes and appoints Reseller as a non-exclusive
         McDATA Authorized Reselling Agent to resell the McDATA Products and End
         User Services in the Territory.

         3.1      PRODUCTS.

                  3.1.1    Reseller is authorized to use the Products internally
                           and to resell and sublicense the Products to End User
                           Customers in accordance with the terms and conditions
                           of this Agreement.

                  3.1.2    Reseller is authorized to resell and sublicense the
                           Products to Channel Partners in

Resale Agreement No. 90-00-0109-07                      IBM Corporation / McDATA
Corporation
Figure B-3
02/22/00



                                       1
<PAGE>   5

                           accordance with the terms and conditions of this
                           Agreement, provided Reseller and such Channel Partner
                           have entered into written agreements with terms and
                           conditions that substantially conform to those
                           contained in this Agreement. Reseller will ensure
                           that Channel Partner is contractually obligated to
                           perform in accordance with the appropriate terms and
                           conditions as set forth in this Agreement.

                  3.1.3    Reseller is authorized to accept purchase orders from
                           End User Customers and Channel Partners for Products,
                           and to issue purchase orders to McDATA for such
                           Products. Such purchase orders shall specify the
                           information required in Section 10.1.

                  3.1.4    McDATA will ship Product, together with all
                           appropriate manuals and/or documentation, to the End
                           User Customer, to the address provided by Reseller on
                           its purchase order.

                  3.1.5    At the time of shipment, McDATA will issue an invoice
                           to Reseller for such Products, and Reseller agrees to
                           pay such invoice in accordance with the terms and
                           conditions herein.

                  3.1.6    Reseller will issue an invoice to its Channel Partner
                           or End User Customer, as applicable, for such
                           Products. Reseller is responsible for the collection
                           of funds against such invoice. McDATA bears no
                           responsibility for such collection.

         3.2      END USER SERVICES. McDATA will provide End User Services
                  directly to End User Customers.

                  3.2.1    Standard Warranty Services. McDATA will provide
                           standard warranty services to End User Customers in
                           accordance with the warranty provisions of Section
                           11.3 and Exhibit B herein.

                  3.2.2    Enhanced Warranty and Post Warranty Services. McDATA
                           will provide for fee enhanced warranty services and
                           post warranty maintenance services directly to End
                           User Customer. Reseller or Channel Partner will
                           present End User Customer with a description and
                           price quote for such services. A description of such
                           services is provided in the appropriate Product
                           Exhibit (a sample of which is attached hereto as
                           Figure B-3 of Exhibit B, which product exhibit may be
                           modified by McDATA from time to time). At the same
                           time, Reseller or Channel Partner will present
                           McDATA's Maintenance Agreement (a sample of which is
                           attached hereto as Figure B-2 of Exhibit B, which
                           agreement may be modified by McDATA from time to
                           time) for enhanced warranty and/or post warranty
                           maintenance services to End User Customer for
                           execution by End User Customer. In the event End User
                           Customer wishes to avail itself of such services,
                           Reseller and/or its Channel Partner will direct that
                           End User Customer issues a purchase order for such
                           enhanced warranty or post warranty services directly
                           to McDATA. Such purchase order and an executed
                           Maintenance Agreement must be returned to McDATA
                           before such services are performed by McDATA.
                           Reseller is not authorized to change or modify any of
                           the terms of such agreement. The Maintenance
                           Agreement, once signed by McDATA and the End User
                           Customer, will be solely between McDATA and the
                           applicable End User Customer.

         3.3      RESELLER SERVICES

                  3.3.1    Educational Services. McDATA will make certain
                           educational services ("McDATA Fibre Channel
                           Educational Services") available to Reseller and its
                           Channel Partners. Reseller and its Channel Partners
                           may purchase or license such educational

Resale Agreement No. 90-00-0109-07                  IBM Corporation / McDATA
Corporation
Figure B-3
02/22/00


                                       2

<PAGE>   6

                           services from McDATA as mutually agreed to under a
                           separate agreement.

                  3.3.2    Professional Services. McDATA will make certain
                           professional services methodology and packaged
                           educational courseware ("McDATA Fibre Channel
                           Professional Services Products") available to
                           Reseller and its Channel Partners. Reseller and its
                           Channel Partners may license such professional
                           services and courseware from McDATA as mutually
                           agreed to in a separate agreement.

                  3.3.3    Marketing Services. McDATA will provide Reseller with
                           all reasonable assistance and technical sales support
                           as may be necessary to consummate the sale of Product
                           in such situations where Reseller presents McDATA
                           with an End User Customer opportunity,

4        RELATIONSHIP OF PARTIES.

         4.1      INDEPENDENT CONTRACTOR. In all matters relating to this
                  Agreement, Reseller shall act as an independent contractor,
                  and neither Reseller nor its employees, agents or others
                  associated with Reseller in the performance of this Agreement
                  are employees, agents or representatives of McDATA, nor do
                  they have authority to represent themselves as such or in any
                  capacity except as set forth in this Agreement. Reseller will
                  assume all liabilities and obligations imposed by any law with
                  respect to all persons employed by or associated with the
                  Reseller in performance of this Agreement. Reseller assumes
                  full responsibility for the actions of such personnel while
                  Reseller is performing services pursuant to this Agreement.
                  Nothing contained in this Agreement shall be construed as
                  granting to Reseller, or any employee, agent or associate of
                  Reseller, rights under any McDATA employee benefit plan. This
                  Agreement is non-exclusive. Neither of us is a legal
                  representative or legal agent of the other. Neither of us is
                  legally a partner of the other (for example, neither of us is
                  responsible for the debts incurred by the other).

5        TERM. The initial term of this Agreement commences on the Effective
         Date and continues in effect for a period of five (5) years, unless
         sooner terminated pursuant to the termination provisions in this
         Agreement. Thereafter, this Agreement shall be automatically renewed
         for successive one (1) year terms, unless the Agreement is cancelled by
         either Reseller or McDATA by notifying the other party in writing of
         its intent to do so at least sixty (60) days prior to the end of the
         initial term or any renewal term.

6        RESALE AUTHORIZATION. Reseller is authorized to resell the Products
         both directly and through Channel Partners in the Territory in
         accordance with the terms of this Agreement.

7        FORECASTS. Within [*] after the Effective Date, Reseller will give
         McDATA a non-binding forecast in writing of its projected purchases for
         resale of Products to Channel Partners and End User Customers for the
         following [*]; quantities are to be identified by model and by month.
         On or before the [*] of each [*] thereafter, Reseller will provide
         McDATA with an updated forecast covering the projected purchases for
         the subsequent rolling [*] period. Forecasts are Reseller's best effort
         projections of intended total purchases and are not commitments to buy.
         Reseller has no expressed or implied liability with regard to its
         forecasts.

8        SOLICITATION OF ORDERS. Reseller shall solicit orders from End User
         Customers by lawful and proper means. In connection with performing
         these duties, Reseller shall:


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No. 90-00-0109-07                      IBM Corporation / McDATA
Corporation
Figure B-3
02/22/00


                                       3
<PAGE>   7

         8.1      Establish and maintain a business relationship with End User
                  Customers, becoming knowledgeable of their requirements and
                  proposing to satisfy those requirements with Products, and, at
                  McDATA's reasonable and infrequent request, assist McDATA with
                  problem determination and resolution associated solely with
                  Reseller's End User Customers.

         8.2      Be responsible for establishing and maintaining End User
                  Customer satisfaction with respect to all Reseller's
                  activities under this Agreement and to participate in customer
                  satisfaction programs as McDATA and IBM may mutually agree
                  upon.

         8.3      Implement this Agreement effectively by using catalogs,
                  samples, advertising literature, and sales aids which McDATA
                  provides to carry out this Agreement. Such catalogs, samples,
                  advertising literature, and sales aids shall be provided by
                  McDATA at McDATA expense and remain the property of McDATA
                  and, upon termination or expiration of this Agreement, any
                  remaining such items shall be returned to McDATA or disposed
                  of;

         8.4      Become and remain informed concerning all information,
                  bulletins, and price changes in connection with Products which
                  may be issued by McDATA to Reseller;

         8.5      Participate in any sales training provided by McDATA for
                  Reseller's sales personnel at such locations, times and for
                  such periods as are mutually agreed; and

         8.6      Reseller will not offer or make payments or gifts (monetary or
                  otherwise) to anyone for the purpose of illegally influencing
                  decisions in favor of McDATA, directly or indirectly.

9        PRODUCT PRICING

         9.1      PRICES. Reseller shall purchase Products from McDATA at the
                  prices listed on the attached Exhibit A.

         9.2      REVIEW AND PRICE CHANGES. Either party hereto may request at
                  any time a meeting to discuss changes in market conditions,
                  product cost, special bid pricing, or volume consideration,
                  and the other party agrees to meet as soon as practicable with
                  the requesting party to negotiate in good faith product price
                  or quantity adjustments.

         9.3      MOST FAVORED NATIONS BENEFITS. [*] to [*] that the [*] for the
                  [*] of this [*] do not [*] those [*] to any [*] of a [*] with
                  [*] and [*] further [*] that it [*] to [*] and [*] or [*]
                  which it [*] to [*] of its [*] or McDATA [*] of [*] with [*]
                  and [*]. If during the term of [*] to [*]such [*] for [*] or
                  [*] or [*] which are [*] those [*] to [*] will [*] those [*]
                  or [*] or [*] to [*] the [*] were [*] by [*] to its [*] or
                  [*].

10       RESELLER'S PURCHASE ORDER.

         10.1     ISSUANCE OF PURCHASE ORDER. Reseller shall, from time to time,
                  release purchase orders to McDATA for Products for End User
                  Customers. Such purchase orders shall be in writing and
                  identify model, features, quantities, prices; End User
                  Customer name; End User Customer's address to which McDATA
                  will ship the Products; End User Customer installation address
                  if different from ship-to address; End User Customer technical
                  contact name, phone number; and the level of warranty or post
                  warranty service requested by End User Customer. Such purchase
                  orders are Reseller's commitments to buy the Products
                  specified on such purchase orders.

                  Reseller may transmit purchase orders by facsimile or other
                  electronic means. Orders are considered binding upon receipt
                  by McDATA of such facsimile or other electronic means, subject
                  to acceptance as set forth below.


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No. 90-00-0109-07                       IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       4
<PAGE>   8

         10.2     ACCEPTANCE OF RESELLER'S PURCHASE ORDER. Purchase orders shall
                  be considered as accepted by McDATA unless McDATA provides
                  Reseller with written or verbal notice of any discrepancy or
                  the reason for rejection within [*] after receipt of such
                  purchase order. Unless Reseller is in material breach of this
                  Agreement, McDATA shall be obligated to accept Reseller's
                  purchase orders if such purchase orders materially conform to
                  the terms of this Agreement. All such purchase orders shall be
                  governed by the terms and conditions of this Agreement, and
                  none of the terms or conditions of Reseller's purchase order
                  shall be applicable if they are in conflict with the terms or
                  conditions of this Agreement.

         10.3     SHIPMENT DATE. Upon acceptance of a purchase order, McDATA
                  will provide Reseller with an estimated delivery date. McDATA
                  will upon Reseller's request ship/deliver Products within [*]
                  after receipt of Reseller's purchase order (ARO) for
                  forecasted quantities of Products. If Reseller requires
                  quantities in excess of the forecast or shipment lead times
                  less than [*], McDATA will use its reasonable commercial
                  efforts to comply with such request.

         10.4     ORDER RESCHEDULING. McDATA agrees to receive Reseller's
                  purchase change orders specifying changes in the configuration
                  of any Product at any time prior to [*] from the scheduled
                  date of shipment, and McDATA agrees to use its commercially
                  reasonable efforts to accept such change order. McDATA agrees
                  to accept Reseller's purchase change orders specifying changes
                  in the ship to address for any Product at any time prior to
                  [*] from the scheduled date of shipment, and provided all
                  export documentation is available on a timely basis, McDATA
                  agrees to accommodate such change order. In the event McDATA
                  cannot satisfy any such change order without impacting
                  scheduled delivery, it will apprise Reseller of the
                  possibility of a delay and of the revised ship date within [*]
                  of its receipt of such Purchase Change Order such that
                  Reseller can manage the situation with its End User Customer.

         10.5     ORDER CANCELLATION. Reseller may cancel purchase orders [*]
                  prior to shipment.

         10.6     SHIP AND UNINSTALL PROCEDURE. Ship and Uninstall ("S&U") is
                  hereby defined as Product, features or options which have been
                  shipped to Reseller or Reseller's End User Customer which have
                  not been removed from its original shipping boxes nor
                  installed at an End User Customer's site, and which Reseller
                  wishes to return to McDATA for credit.

                  McDATA agrees to accept the return of any S&U units, features
                  or options which have been returned to Reseller as
                  cancellations from Reseller's End User Customers; provided,
                  such S&U returns are initiated within [*] of the original
                  shipment date from McDATA for domestic orders or within [*] of
                  the original shipment date from McDATA for international
                  orders. For such S&U units, features or options, McDATA will
                  charge a base handling fee of [*] of the original hardware
                  purchase price, with a minimum fee of [*] and a maximum of
                  [*]. Any costs associated with damages to or reconfiguration
                  of the unit will be additive to this [*] fee.

         10.7     PAYMENT TERMS. Payment is [*] from the date of a conforming
                  invoice for invoices generated by Electronic Data Interchange
                  ("EDI") or [*] from the date of conforming invoice for
                  invoices submitted by means other than EDI. All transactions
                  shall be in U.S. dollars or as may be required by governmental
                  requirements.

         10.8     PAYMENT TERMS FOR BETA PRODUCTS. "Beta Program Products" means
                  Products provided to Reseller for early testing and evaluation
                  by a mutually agreed upon set of End User


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No. 90-00-0109-07                        IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       5
<PAGE>   9

                  Customers. For those Beta Program Products [*], at the end of
                  the Beta Program [*] for such Beta Program Products. Reseller
                  will pay McDATA in accordance with the provisions of Section
                  10.6.

         10.9     TAXES. All prices for Products and Services provided under
                  this Agreement are exclusive of any taxes, duties or
                  government levies (including, but not limited to, value added,
                  property, sales, use, privilege, excise, or similar taxes)
                  imposed by the United States, and State, territory, or any
                  other governmental entity. Reseller is purchasing Product for
                  resale. Reseller shall provide McDATA with a resale or other
                  appropriate exemption certificate in conjunction with this
                  Agreement. Reseller shall be liable for sales and use taxes on
                  purchases that are not subject to such exemption. In the event
                  that Reseller does not provide to McDATA a resale or other
                  appropriate exemption certificate, any such taxes or amounts
                  in lieu thereof that are charged to or payable by McDATA
                  (exclusive of taxes based on McDATA's net income) will be
                  invoiced to and paid by Reseller in the manner set forth in
                  Section 10.6 of this Agreement. Reseller is responsible for
                  all taxes resulting from this Agreement or any activities
                  hereunder, excluding taxes based on McDATA's net income.
                  Further, Reseller is responsible for collecting from End User
                  Customers all applicable taxes, and remitting same to the
                  appropriate taxing authorities.

         10.10    SHIPMENT. All shipments will be EXW McDATA's factory, and
                  Reseller is responsible for all shipping charges. Reseller
                  will specify in writing on its purchase order the location to
                  which the Products are to be shipped. As used in this
                  Agreement, shipment and delivery are synonymous. For purposes
                  of this Agreement, shipment and delivery occur upon delivery
                  of Products by McDATA at McDATA's factory to the common
                  carrier specified by Reseller.

         10.11    TITLE AND RISK OF LOSS. Title and risk of loss will pass to
                  Reseller upon shipment, except that title to the Software
                  shall at all times remain with McDATA.

         10.12    ACCEPTANCE OF PRODUCTS. Reseller's acceptance of each Product
                  shall occur upon delivery unless McDATA is otherwise notified
                  in writing, by facsimile or other means of electronic
                  transfer, by Reseller [*] from delivery that such Product does
                  not conform to specifications. Payment for any Product by
                  Reseller shall not constitute acceptance nor reduce the [*]
                  available for inspection and reporting of any nonconformance.
                  Such defective Product shall be repaired or replaced (at
                  McDATA's option and expense) pursuant to the terms of Exhibit
                  E attached hereto (as may be amended from time to time).

11   PRODUCTS. McDATA agrees to sell to Reseller the Products listed on Exhibit
     A of this Agreement, at the prices specified on such Exhibit, and under the
     terms specified in this Agreement. Subject to Section 11.8 below, McDATA
     reserves the right to revise the list of Products in said Exhibit A at any
     time during the term of this Agreement upon ninety (90) days notice to
     Reseller. Additionally, McDATA reserves the right at any time to make
     changes to any Products, including changes which are required to facilitate
     performance in accordance with Product Specifications.

         11.1     IDENTIFICATION OF PRODUCTS, TRADE NAME AND TRADEMARK RIGHTS

                  11.1.1   Identification of Products. Reseller acknowledges
                           that the Products to be sold by Reseller shall always
                           be sold under trademarks and trade names owned by or
                           licensed to McDATA. Reseller agrees that it will not
                           remove, alter or obscure in any way any proprietary
                           markings on any Product at any time.


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.


Resale Agreement No. 90-00-0109-07                        IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00


                                       6
<PAGE>   10

                  11.1.2   Trademark and Trade Name Rights. During the term of
                           this Agreement, McDATA grants permission to Reseller
                           to use McDATA's trade name and trademarks only as
                           follows: (i) in connection with the sale, lease,
                           licensing, distribution, advertisement or promotion
                           of the Products in the Territory; and (ii) to
                           identify Reseller as a "McDATA Authorized Selling
                           Agent". Reseller shall use McDATA's trademarks in
                           sales literature and all other promotional materials,
                           and in all media advertisement, shall use McDATA's
                           trade name solely to reflect the source of such
                           Products, and shall identify trademarks and trade
                           names as being the property of McDATA.

                           Prior to publication or commercial use, samples of
                           Reseller's use of McDATA's trademark and/or trade
                           name in all printed material shall be delivered to
                           McDATA for review and approval. McDATA reserves the
                           right to discontinue use or to substitute any McDATA
                           trademark or trade name at any time. Immediately upon
                           written notice from McDATA of discontinued use,
                           Reseller shall immediately (or upon prompt
                           liquidation of inventory) stop using the trademark
                           and/or trade name, and if so instructed by McDATA,
                           destroy or return to McDATA, at McDATA's expense,
                           any remaining goods, advertising and packaging
                           materials bearing such trademark and/or trade name.
                           In the event of substitution, Reseller shall
                           immediately use such new trademark and/or trade name,
                           and stop using the previous trademark and/or trade
                           name, and if so instructed by McDATA, destroy or
                           return to McDATA, at McDATA's expense, any remaining
                           goods, advertising and packaging materials bearing
                           such previous trademark and/or trade name.

                           McDATA will, in its sole discretion, in its name and
                           at its expense, apply for certificates of use or
                           registration of its trademark(s), as applicable.
                           Reseller acknowledges that all right, title and
                           interest in said trademarks and trade names shall at
                           all times vest in McDATA or McDATA's licensors, and
                           Reseller will not apply for or register trademarks
                           and/or trade names which are the same as or
                           confusingly similar thereto, except with McDATA's
                           prior written consent.

                           No right is granted hereunder for either party to use
                           the trademarks of the other party, except as provided
                           herein or as specifically permitted in writing by
                           such other party.

                           Reseller may allow its Channel Partners to use
                           McDATA's trade name and/or trademarks provided such
                           Channel Partner has agreed in writing to comply with
                           the provisions of this Section.

         11.2     PRODUCT CONFIGURATION VALIDATION. The parties agree that
                  McDATA will test and measure systems level interoperability of
                  Reseller's product(s) with the Products in a Fibre Channel
                  Storage Area Network ("SAN") environment. The parties agree to
                  define a Fibre Channel SAN system configuration ("SAN
                  Configuration") and test plan, and execute such test plan to
                  validate the interoperability of such products and Products
                  within the defined SAN Configuration.

         11.3     PRODUCT WARRANTY, ENHANCED WARRANTY, AND POST WARRANTY
                  SERVICES. McDATA will provide warranty, enhanced warranty, and
                  post warranty services for the Products directly to the End
                  User Customer in accordance with the terms set forth in
                  Sections 3.2.1 and 3.2.2 herein, and in accordance with the
                  processes, policies, procedures, and prices outlined on
                  Exhibit B. For warranty services, McDATA shall ensure that End
                  User Customer is provided a copy of the McDATA Warranty and
                  Disclaimer Statement (a sample of which is attached hereto as
                  Exhibit E and which may be modified by McDATA from time to
                  time), together with an appropriate McDATA Product Exhibit (a
                  sample of which is attached hereto as Figure B-3



Resale Agreement No. 90-00-0109-07                        IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00




                                       7
<PAGE>   11

                  and which may be modified by McDATA from time to time.) For
                  enhanced warranty and post warranty services, Reseller shall
                  present McDATA documents to End User Customer in accordance
                  with the terms set forth in Section 3.2.2 herein.

         11.4     ENGINEERING CHANGES. McDATA reserves the right to make a
                  change to any Products at any time prior to shipment if (a)
                  the change is necessary to make the Products function in
                  accordance with the specifications current at the time of
                  shipment of such Products and/or meet the then-current
                  requirements for operation as published by any of the
                  regulatory agencies listed in the specifications, or (b)
                  subject to Section 11.2, McDATA in good faith determines that
                  such change does not adversely affect End User Customer's use
                  of the Products. McDATA will communicate as expeditiously as
                  possible any changes that adversely affect End User Customer's
                  use. All rights in and to any Product design changes will be
                  the exclusive property of McDATA.

         11.5     FIELD MODIFICATIONS. To the extent that McDATA determines that
                  any Product in the field requires modification as the result
                  of an engineering change, McDATA shall be responsible for such
                  field modification, whether such change is retrofitable in the
                  field or requires returning such Product to McDATA.

         11.6     IMPROVEMENTS. If McDATA makes generally available to its
                  resellers and end user customers any new or improved Product
                  which may include new models of or options or features
                  ("Improved Products"), McDATA agrees to give Reseller the
                  right to purchase and resell such Improved Products pursuant
                  to this Agreement and to have access to such Improved Products
                  including volumes, samples, timing and technical support
                  services at least equal to that provided to any other party.


         11.7     RESELLER MODIFICATION. Reseller represents that in no event
                  shall Reseller alter any Product in any way to modify the
                  performance characteristics of that Product without the prior
                  written permission of McDATA. The appropriate identification
                  labels, regulatory agency marks and verification of FCC Class
                  A Compliance or the licensed agency number are indicated on
                  the Products at the time of shipment. Reseller shall not
                  modify any marks or labels affixed to the Products by McDATA
                  with those showing Reseller's name, or otherwise modify or
                  replace such marks or labels. McDATA hereby disclaims any
                  liability for the possession, use, resale, or operation of any
                  Products which, as a result of an alteration by Reseller or
                  any third party, affects its compliance with the applicable
                  regulations and/or requirements.

         11.8     PRODUCT DISCONTINUANCE. McDATA reserves the right to
                  discontinue Products by notifying Reseller in writing at least
                  ninety (90) days prior to the discontinuance date. McDATA
                  agrees to honor all purchases orders received and accepted by
                  McDATA prior to the date specified on the discontinuance
                  notice.

12       SOFTWARE LICENSE AND RESTRICTIONS.

         12.1     Reseller understands that the Software is proprietary to and
                  copyrighted by McDATA or its suppliers. Reseller further
                  understands that Reseller and its Channel Partners and End
                  User Customers are acquiring only the right to use the
                  Software, and that all ownership, copyright, and other
                  intellectual property rights vested in this Software shall
                  remain with McDATA or its suppliers.

Resale Agreement No. 90-00-0109-07                        IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00


                                       8
<PAGE>   12


         12.2     McDATA grants to Reseller the non-exclusive, non-transferable
                  worldwide right and license to use the Software, in Object
                  Code form only, for support, marketing, sales and
                  demonstration purposes and for the training of its Channel
                  Partners and End User Customers and to use the Software with
                  Product purchased by Reseller for internal use.

         12.3     Reseller agrees that it shall not attempt to modify, reverse
                  engineer, decompile, disassemble, decode or translate the
                  Software. Reseller further agrees that it shall not copy the
                  Software except for archival or back-up purposes, as may be
                  necessary for use on or with the Products.

         12.4     McDATA shall ensure that each End User Customer is provided a
                  copy of the Software license that is between such End User
                  Customer and McDATA or its suppliers. Such Software license
                  may be in the form of a click-through and/or shrinkwrap
                  license. A sample of McDATA's click-through software license
                  language is attached hereto as Exhibit C and incorporated
                  herein by reference. A sample of McDATA's shrinkwrap software
                  license is attached hereto as Exhibit D and incorporated
                  herein by reference.

         12.5     Reseller may sublicense the foregoing right and license to its
                  Channel Partners, provided such Channel Partners are subject
                  to the foregoing restrictions and have executed a written
                  agreement with Reseller regarding same.

13       INDEMNIFICATION

         13.1     MCDATA INDEMNIFICATION. McDATA agrees to indemnify, defend and
                  hold Reseller harmless from any and all damages, liabilities,
                  costs and expenses finally awarded against Reseller as a
                  result of any third party claim, judgment or adjudication
                  against Reseller (a) which claims that Products or Software
                  infringe any patent, copyright, trademark, trade secret, or
                  other intellectual property right of any third party in the
                  United States, Canada, Mexico, Japan, Australia, New Zealand,
                  Singapore, Brazil, United Kingdom, Germany, France, and other
                  European Union member countries, or (b) for damage to property
                  and tangible personal property or bodily injury (including
                  death) caused by the Products or Software or McDATA's
                  negligence or willful misconduct. As a condition of McDATA's
                  obligation described in this Section 13.1, Reseller must
                  promptly notify McDATA in writing of the claim, and cooperate
                  with and grant to McDATA the sole control of the defense of
                  any action and all negotiations for settlement and compromise.
                  McDATA shall not be obligated to indemnify Reseller for any
                  claim based upon (x) any alteration or modification made to
                  the Product or Software unless made pursuant to McDATA's
                  instructions, where such infringement, damage or injury would
                  not have occurred but for such modification or alteration, and
                  (y) any improper installation, storage, handling or use of the
                  Products or Software not conforming to McDATA's published
                  specifications by Reseller or its Channel Partners or End User
                  Customers.

                  In order to realize the worldwide intent of this Agreement as
                  referenced in Section 6 above, and subject to Reseller's prior
                  written notification of no less than thirty (30) days of its
                  intent to sell Products or Software into additional countries
                  not listed in subsection (a) above, the parties shall mutually
                  agree to extend the above indemnification to such additional
                  countries within thirty (30) days of such request. McDATA's
                  agreement to extend the above indemnification of Reseller to
                  such additional countries shall not be unreasonably withheld.

                  In the event the Products or Software become, or in McDATA's
                  opinion are likely to become, the subject of an infringement,
                  McDATA shall have the right, at its option and expense, to (i)
                  obtain the rights to continued use of such Product or
                  Software, (ii) modify the Product or Software so that it is no
                  longer infringing, or (iii) replace the Product or Software
                  with a


Resale Agreement No. 90-00-0109-07                        IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00


                                       9
<PAGE>   13

                  solution that is functionally equivalent, or (iv) refund to
                  Reseller at the End User Customer's net book value for the
                  Product.

                  The foregoing remedies are the sole remedies for infringement
                  of any intellectual property rights.

         13.2     RESELLER INDEMNIFICATION. Reseller agrees to indemnify, defend
                  and hold McDATA harmless for claims (a) made against McDATA by
                  third parties for damage to real property and tangible
                  personal property or bodily injury (including death) arising
                  out of Reseller's misuse of the Products and/or Reseller's
                  negligence or willful misconduct and for which Reseller is
                  legally liable, and (b) based upon misrepresentation by
                  Reseller in conducting its activities under this Agreement.

14   CONFIDENTIALITY OF INFORMATION. McDATA and Reseller acknowledge that in the
     course of purchasing Products and meeting their respective obligations
     under this Agreement, each may be obliged to obtain information relating to
     the Products and to each other which is of a confidential or proprietary
     nature and which is marked as such ("McDATA Proprietary Information" or
     "Reseller Proprietary Information" or equivalent). Such Proprietary
     Information may include, but is not limited to, trade secrets, know-how,
     inventions, techniques, processes, programs, schematics, data, customer
     lists, financial information, and sales and marketing plans. McDATA and
     Reseller agree that to the extent that exchanges of Proprietary Information
     are necessary, any such exchange will be disclosed pursuant to the terms
     and conditions of that certain Confidential Disclosure Agreement No.
     011898MCD dated March 31, 1998. Except as otherwise set forth herein, all
     information exchanged under this Agreement will be deemed to be
     non-confidential.

         Either party may publicly disclose the existence of this Agreement
         subject to prior review and approval by the other party; however,
         neither party shall disclose the specific terms and conditions to any
         third parties except by written agreement between McDATA and Reseller
         dated subsequent to the Effective Date, or as required by law or the
         order of a court of competent jurisdiction. This restriction in no way
         limits McDATA's ability to use the general form of this Agreement with
         other Resellers.

15   LIMITATION OF LIABILITY. EXCEPT FOR McDATA'S LIABILITY FOR INFRINGEMENT
     UNDER SECTION 13.1 AND EXCEPT FOR BREACH BY EITHER PARTY OF SECTION 14, IN
     NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,
     SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF ANTICIPATED
     REVENUE OR LOSS RESULTING FROM BUSINESS DISRUPTION) ARISING IN CONNECTION
     WITH THIS AGREEMENT, WHETHER IN AN ACTION FOR CONTRACT OR TORT AND WHETHER
     OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND
     FOR ACTUAL DIRECT DAMAGES IN EXCESS OF [*].

         Neither party will bring any legal action against the other more than
         one (1) year after the cause of action arose.

16   TERMINATION.

         16.1     In addition to any other rights or remedies which may be
                  available at law or in equity, either party may terminate this
                  Agreement upon the occurrence of any one of the following:


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.


Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       10
<PAGE>   14

                  (i)      If either party is in default of any material
                           provision of this Agreement and such default is not
                           corrected within thirty (30) days of receipt of
                           written notice specifying the nature and extent of
                           the breach of the other party, this Agreement may be
                           terminated by the party not in default. If the
                           default is such that it cannot be reasonably cured
                           within thirty (30) days, then the defaulting party
                           must commence cure within thirty (30) days and
                           proceed to cure with due diligence. The written
                           notice shall state the defaults and the effective
                           date of termination if the defaults are not cured.

                  (ii)     In the event of proceedings in bankruptcy or
                           insolvency invoked by or against either party, or in
                           the event of the appointment of an assignee for the
                           benefit of creditors or a receiver, the other party
                           may elect to immediately terminate the Agreement by
                           providing written notice of its election to
                           terminate.

         16.2     Termination of this Agreement shall not relieve either party
                  of the obligations incurred under this Agreement pursuant to
                  Sections 3.2.1, 10.7, 10.8, 11.1, 11.3, 12.3, 12.5, 13, 14,
                  17.4, 17.6, 17.8 and Exhibit B, which Sections shall survive
                  such termination. In addition, any other obligations under
                  this Agreement which by their nature extend beyond the
                  expiration date or other termination of this Agreement shall
                  survive and remain in effect until all such obligations are
                  satisfied.

         16.3     Upon termination of this Agreement by McDATA or by Reseller,
                  each party shall return all of the other's tangible
                  confidential information, prototypes and loaned equipment
                  provided in connection with this Agreement, except as set
                  forth in Section 14, within sixty (60) calendar days. The
                  provisions of the confidentiality agreement shall survive
                  termination of this Agreement.

17       GENERAL PROVISIONS

         17.1     ENTIRE AGREEMENT. This Agreement, together with the documents
                  and other agreements referenced herein are the final,
                  complete, and exclusive agreement between Reseller and McDATA
                  with respect to the subject matter herein. This Agreement
                  takes precedence over any additional or different terms from
                  whatever source, including those of Reseller, to which
                  objection is hereby made by McDATA.

         17.2     WAIVER. No waiver of any right or remedy on one occasion by
                  either party shall be deemed a waiver of such right or remedy
                  on any other occasion.

         17.3     CONTRACT CHANGES. Except as provided herein, this Agreement
                  may not be modified or amended except by an instrument in
                  writing signed by duly authorized representatives of both
                  parties. The parties acknowledge that from time to time McDATA
                  and Reseller may wish to implement changes to this Agreement.

         17.4     GOVERNING LAW. This Agreement shall be governed by the
                  substantive laws of the State of New York. Any proceeding to
                  enforce, or to resolve disputes relating to, this Agreement
                  shall be brought before a court of competent jurisdiction in
                  the State of New York, including a federal District Court
                  sitting within such State. In such proceedings. neither party
                  shall assert that a court lacks jurisdiction over such party
                  or the subject matter hereof. The parties hereto expressly
                  waive any right they might have to a jury trial and agree that
                  any proceeding under this Agreement shall be tried by a judge
                  without a jury. The United Nations Convention on the
                  International Sale of Goods (CISG), as provided for in Article
                  6 thereof, is specially excluded and shall not be applicable
                  to any transaction contemplated herein.

         17.5     SEVERABILITY. If any part of this Agreement is found to be
                  invalid by any court, the remainder


Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       11
<PAGE>   15

                  will remain in full force and effect.

         17.6     COMPLIANCE WITH LAWS. The parties as well as Channel Partners
                  shall comply with all applicable laws, including, without
                  limitation, the import and export control laws of the United
                  States of America, any import and export control regulations
                  of the United States, and any applicable laws or regulations
                  of those countries involved in transactions concerning the
                  exporting, importing and re-exporting of Products purchased
                  under application of these terms and conditions. The parties
                  as well as Channel Partners shall also comply with the United
                  States Foreign Corrupt Practices Act and shall indemnify
                  McDATA from and against any liabilities, damage, costs and
                  expenses, including reasonable attorneys' fees with respect to
                  claims resulting from violations of such act by a party and/or
                  a Channel Partner.

                  Reseller covenants to McDATA that it shall not export from the
                  United States or reexport from the country to which McDATA
                  initially exports any of the Software in any form, without the
                  prior written consent of McDATA and any agency of the United
                  States government where such consent is necessary.

         17.7     NOTICES. Notices required hereunder shall be in writing, and
                  shall be deemed given when transmitted by facsimile (provided
                  such facsimile is subsequently confirmed in writing within
                  five (5) days of the facsimile date) or deposited with an
                  express delivery service with guaranteed third day delivery,
                  prepaid, addressed as follows:

                           To McDATA:
                           McDATA Corporation
                           310 Interlocken Parkway
                           Broomfield, Colorado  80021-3464
                           Attn.:  Vice President of Sales
                                        Facsimile # (303) 460-3235

                           To Reseller:
                           International Business Machines Corporation
                           2455 South Road
                           Poughkeepsie, NY  12601-5400
                           Attn:    Manager OEM Products
                                         Facsimile #  (914) 433-9617

         17.8     ASSIGNMENT. Neither Reseller nor McDATA shall assign this
                  Agreement or any rights hereunder without the prior written
                  consent of the other party, which consent shall not be
                  unreasonably withheld.

         17.9     HEADINGS. The headings provided in this Agreement are for
                  convenience only and shall not be used in interpreting or
                  construing this Agreement.

         17.10    FORCE MAJEURE. Neither party shall be responsible for any
                  failure to perform or delay in performing any of its
                  obligations due to causes beyond the reasonable control of the
                  party, including but not limited to acts of God, war, riot,
                  embargoes, acts of civil or military authorities, fire,
                  floods, accidents, strikes, or shortages of transportation,
                  facilities, fuel, energy, labor, or materials. In the event of
                  such delay, either party may defer the performance for a
                  period equal to the time of such delay, provided however if
                  such period to time exceeds one (1) month Reseller may without
                  penalty cancel or reschedule any or all unfilled purchase
                  orders and if such period exceeds three (3) months either
                  party may terminate this Agreement.


Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       12
<PAGE>   16

         17.11    RECORDS.

                  17.11.1  During the term of this Agreement and for a period of
                           two (2) years after termination or expiration of this
                           Agreement, Reseller shall maintain a full and
                           complete record of all Reseller's shipments of
                           Software to Channel Partners and End User Customers.
                           During such time, but no more often than once per
                           year, McDATA retains limited rights to audit such
                           records. Such audit shall be conducted by an
                           independent third party at McDATA's expense and is
                           subject to reasonable notice by McDATA and shall take
                           place during Reseller's normal business hours.

                  17.11.2  During the term of this Agreement and for a period of
                           two (2) years after termination or expiration of this
                           Agreement, Reseller retains limited rights to audit
                           McDATA's relevant business records for McDATA's
                           compliance with Section 9.3 and Section 2.5 of
                           Exhibit B of this Agreement. Such audit shall be
                           conducted by an independent third party at Reseller's
                           expense and is subject to reasonable notice by
                           Reseller and shall take place during McDATA's normal
                           business hours.

         17.12    GIFTS. Neither party shall knowingly offer or give employees
                  or members of their families of the other party gifts or
                  gratuities of any type.

         17.13    PRESS RELEASE. Following execution of this Agreement, each
                  party may issue a press release announcing that Reseller is a
                  reseller of the Products. The parties shall to agree upon the
                  text of said press releases prior to such announcement, and
                  such agreement shall not be unreasonably withheld. Failure to
                  reach such agreement shall not be grounds for termination of
                  this Agreement.

         17.14    PUBLICATIONS AND MARKETING MATERIALS.

                  17.14.1  Publications. English language soft copies of each
                           applicable technical End User Customer manual will be
                           available to Reseller at no charge.

                  17.14.2  Marketing Materials. McDATA will make available to
                           Reseller soft copies of marketing literature for the
                           Products, subject to retention of all copyright
                           notices and/or confidentiality legends.


Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       13
<PAGE>   17

                                    EXHIBIT A
                              PRODUCTS AND PRICING


<TABLE>
<CAPTION>
FEATURE     DESCRIPTION                      REFERENCE     RESELLER      DISCOUNT
                                                          NET PRICING      FROM
                                                           REFLECTING    REFERENCE
                                                          APPROPRIATE
                                                           DISCOUNT

<S>         <C>                              <C>          <C>            <C>
ED-5000     Base Assembly                       [*]          [*]           [*]

5010        G_Port Short-Wave (1 x 9 )*         [*]          [*]           [*]
5011        G_Port Long-Wave (1 x 9 )*          [*]          [*]           [*]
5012        Combo Port Board                    [*]          [*]           [*]
5020        High-Availability Hardware          [*]          [*]           [*]
            Pkg
5021        High-Availability Power             [*]          [*]           [*]
            Supply
3755        EFC Server PC (Console)             [*]          [*]           [*]
5030        Ethernet Hub                        [*]          [*]           [*]

3750        EFC Manager (Software)**            [*]          [*]           [*]
3775        ED-5000 Product Manager**           [*]          [*]           [*]
</TABLE>


** Release 2.0 Pricing

** ED-5000 Product Manager required for each ED-5000 installed

** ED-5000 Manager required for initial ED-5000 installed in a fabric and can
   manage upto (32) ED-5000's directly connected via E port

Sample Configurations

<TABLE>
<CAPTION>
Non-HA      1 Power Supply, 2 Fans, 1 CTP, 1 MPC, 1 CMM, EFC S/W, EFC Server PC, PM,Hub
<S>                                               <C>             <C>            <C>
8 Ports                                             [*]               [*]          [*]
16 Ports                                            [*]               [*]          [*]
32 Ports                                            [*]               [*]          [*]
</TABLE>

<TABLE>
<CAPTION>
HA with EFC Manager and Console
            2 Power Supplies, 2 Fans, 2 CTP, 2 MPC, 2 CMM, EFC S/W, EFC Server PC, PM,Hub
<S>                                                 <C>             <C>            <C>
8 Ports                                               [*]               [*]         [*]
16 Ports                                              [*]               [*]         [*]
32 Ports                                              [*]               [*]         [*]
</TABLE>

<TABLE>
<CAPTION>
HA without EFC Manager and Console
            2 Power Supplies, 2 Fans, 2 CTP, 2 MPC, 2 CMM, EFC S/W, EFC Server PC, PM,Hub
<S>                                                 <C>             <C>            <C>
8 Ports                                               [*]               [*]         [*]
16 Ports                                              [*]               [*]         [*]
32 Ports                                              [*]               [*]         [*]
</TABLE>


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00


                                       14
<PAGE>   18

                                    EXHIBIT B

                           WARRANTY AND POST WARRANTY
                               SERVICES AND PRICES


NOTE: McDATA reserves the right to modify this Exhibit from time to time, to
delete Services, or to include additional Services which it will make available
to End User Customers.


1        WARRANTY

McDATA warrants the Products to the End User Customer in accordance with the
McDATA Warranty and Disclaimer Statement (Exhibit E, attached hereto and
incorporated herein by reference, as may be modified by McDATA from time to
time).

The warranty period for each Product is stated on a McDATA Product Exhibit for
such Product (see copy attached to this Exhibit as Figure B-3 as may be modified
by McDATA from time to time).

2        SERVICES

         2.1      WARRANTY SERVICES
                  The warranty services available to the End User Customer for
                  each Product are outlined on a McDATA Product Exhibit for such
                  Product (see sample attached to this Exhibit as Figure B-3).
                  Warranty services include standard services for which there is
                  no charge to the End User Customer.

         2.2      ENHANCED WARRANTY SERVICES
                  The enhanced warranty services available to the End User
                  Customer for each Product are outlined on a McDATA Product
                  Exhibit for such Product (see sample attached to this Exhibit
                  as Figure B-3) at the prices stated on Figure B-1 of this
                  Exhibit. An End User Customer must execute a McDATA
                  Maintenance Agreement (Figure B-2, attached hereto and
                  incorporated herein by reference, as may be amended from time
                  to time) to receive such enhanced warranty services.

         2.3      POST WARRANTY SERVICES
                  The post warranty services available to the End User Customer
                  for each Product are outlined on a McDATA Product Exhibit for
                  such Product (see sample attached to this Exhibit as Figure
                  B-3) at prices stated on Figure B-1 of this Exhibit. An End
                  User Customer must execute a McDATA Maintenance Agreement
                  (Figure B-2, attached hereto and incorporated herein by
                  reference, as may be amended from time to time) to receive
                  such post warranty services.

         2.4      INSTALLATION
                  Reseller will install Products at its expense.

         2.5      INCENTIVE
                  If at the time the End User Customer purchases Products from
                  Reseller it purchases a three year, 24x7 upgrade contract from
                  McDATA, and McDATA invoices such End User Customer for the
                  three year, 24x7 upgrade contract, McDATA will pay Reseller an
                  [*] commission on


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00


                                       15
<PAGE>   19

the value of such invoice. Such commission will be paid to Reseller biannually
for the periods ending June 30th and December 31st. On or before the 15th day of
each month, McDATA will issue a report to Reseller stating the value of the
total of such three year contracts invoiced by McDATA in the previous month. On
or before the 15th day of July and January, McDATA will issue a check to
Reseller in the amount of the earned commission for the previous period.

Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       16
<PAGE>   20

                                   FIGURE B-1

        PRICES FOR WARRANTY, ENHANCED WARRANTY AND POST WARRANTY SERVICES

<TABLE>
<CAPTION>
 FEATURE    DESCRIPTION OF SERVICE                      SERVICE FEE FOR     SERVICE FEE FOR EMEA   SERVICE FEE FOR ASIA
                                                         NORTH AMERICA                                   PACIFIC
   CODE                                                 TOTAL     MONTHLY     TOTAL      MONTHLY     TOTAL      MONTHLY

<S>        <C>                                          <C>       <C>       <C>          <C>       <C>          <C>
N/A        8x5 Next Business Day Warranty
                        Unit 13                          [*]                   [*]                    [*]
                        months
                        EFC Manager, 3 months            [*]                   [*]                    [*]
                        Product Manager, 3 Months        [*]                   [*]                    [*]

FC-5310    8x5 Next Business Day 2nd Year
                        Unit                             [*]                        [*]                    [*]
                        EFC Manager                      [*]                        [*]                    [*]
                        Product Manager                  [*]                        [*]                    [*]
                                                         [*]        [*]             [*]    [*]             [*]     [*]

FC-5311    24x7 Enhanced Warranty Upgrade 1st Year
                        Unit                             [*]                        [*]                    [*]
                        EFC Manager                      [*]                        [*]                    [*]
                        Product Manager                  [*]                        [*]                    [*]
                                                         [*]        [*]             [*]    [*]             [*]     [*]

FC-5312    24x7 2nd year
                        Unit                             [*]                        [*]                    [*]
                        EFC Manager                      [*]                        [*]                    [*]
                        Product Manager                  [*]                        [*]                    [*]
                                                         [*]        [*]             [*]    [*]             [*]     [*]
</TABLE>

<TABLE>
<CAPTION>
FC-5313     24x7 Upgrade, 3 year contract (1 year enhanced warranty upgrade, 2 years post warranty) *
<S>                                                      <C>        <C>        <C>  <C>    <C>        <C>  <C>    <C>
                        Unit                             [*]                        [*]                    [*]
                        EFC Manager                      [*]                        [*]                    [*]
                        Product Manager                  [*]                        [*]                    [*]
                                                         [*]                        [*]                    [*]
                        Discount          [*]%           [*]                        [*]                    [*]
                        Install                          [*]                   [*]                    [*]
                        Total                            [*]        [*]             [*]    [*]             [*]    [*]
</TABLE>

* NOTE: End User Customer receives [*] discount for prepaying a three year
  contract.

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       17
<PAGE>   21

                                   FIGURE B-2

                          MCDATA MAINTENANCE AGREEMENT













Resale Agreement No. 90-00-0109-07                      IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       18
<PAGE>   22
                                 [McDATA LOGO]

                         MAINTENANCE AGREEMENT FC-5313


Thank you for doing business with McDATA Corporation. We strive to provide you
with services of the highest quality. If, at any time, you have any questions
or problems, or are not completely satisfied, please let us know. Our goal is
to do our best for you.

This McDATA Maintenance Agreement (called the "Maintenance Agreement") covers
all business transactions you may do with us to acquire Services. This
Maintenance Agreement is the complete agreement regarding these transactions,
and replaces any oral or written communications between us. By signing below
for our respective companies, both of us agree to the terms of this Maintenance
Agreement.

<TABLE>
<CAPTION>
BILL-TO LOCATION                        INSTALLATION LOCATION
<S>                                     <C>
Customer Name:______________________    Customer Name:________________________

Address:____________________________    Address:______________________________

Address:____________________________    Address:______________________________

Attention:__________________________    Technical Contact:____________________

Phone:_____________FAX:_____________    Phone:________________FAX:____________

                                        Cell #________________Pager___________
</TABLE>


                         PRODUCT SCHEDULE FOR SERVICES
<TABLE>
<CAPTION>
FEATURE CODE        PRODUCT             SERVICE LEVEL       ANNUAL SERVICE
FEE
-------------------------------------------------------------------------------
<S>                 <C>                 <C>                    <C>
FC-5313             ED-5000 Director    3 year 24x7 Upgrade*         $[*]
                    EFC Manager         3 year 24x7 Upgrade*         $[*]
                    Product Manager     3 year 24x7 Upgrade*         $[*]
                                                                     ----
                         Total - 3 year 24x7 contract (before [*])   $[*]
                         [*]                                        -$[*]
                         TOTAL - 3 YEAR 24x7 CONTRACT                $[*]
</TABLE>
*Includes 1 year enhanced warranty upgrade and 2 years post warranty 24x7
service. You receive a [*] for prepaying three years.

DESCRIPTION OF SERVICES:
24X7: 24x7 on-site service is available within Principal Area of Maintenance
(PAM). If on-site service is required, the response time is 4 hours.

TELEPHONE SUPPORT AND UNIT MONITORING: 24x7 telephone support is available for
all levels of warranty/post warranty service. Call the McDATA Call Center at
1-800-752-4572. If you purchase the optional EFC Manager Server/Software and
Product Manager Software, and provide a dial-up phone line, McDATA will provide
24x7 unit monitoring (Call Home Monitoring).

HARDWARE UPGRADES: Upgrades to the Product hardware will be provided to you
as required.

SOFTWARE UPGRADES: Mandatory Maintenance Release upgrades to the Software will
be distributed to you. Non-mandatory Maintenance Release upgrades to the
Software will be provided as required. Functional Release upgrades to the
Software will be made available for fee to you.

Out of scope on-site technical support maintenance service is available at an
hourly Time and Materials rate of [*], with a required 2-hour minimum.
------------------------------------------------------------------------------
DEFINITIONS:
PRINCIPAL AREA OF MAINTENANCE (PAM): An area situated within a specified radius
of the business center of a city in which a McDATA authorized service center is
located. The radius is approximately 50 miles.

NEXT BUSINESS DAY: Next Business Day service is available within the Principal
Area of Maintenance (PAM). If on-site service is required, McDATA will dispatch
a representative within 24 hours of your request, unless such dispatch would
fall on a weekend or McDATA holiday, in which case the representative will be
dispatched on the next McDATA business day. In response to a call placed during
normal business hours (8-5 your local time) a Customer Engineer (CE) will
arrive at your site before 5:00 pm the next business day. Any call received
after 5:00 pm local time will be handled as if received the next day.

MAIL-IN REPAIR: The Product must be returned to McDATA under the Return
Material Authorization (RMA) repair process. Contact the McDATA Call Center at
800-752-4572 for RMA instructions. The unit will be repaired or replaced within
10 days of receipt and returned to you.

MAINTENANCE RELEASE: Software "fixes" for known problems. Maintenance Releases
are available to you under warranty, extended warranty, or post warranty at no
additional charge.

FUNCTIONAL RELEASE: New releases to Software providing new features or
significantly enhanced operability. McDATA reserves the right to charge
additional

----------------------

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.
Resale Agreement No. 90-00-0109-07                    IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00

                                       19

<PAGE>   23
fee(s) for such Functional Releases.

The parties hereby acknowledge that they have read and understand this
Maintenance Agreement, and agree to all terms and conditions stated herein.

MCDATA CORPORATION                         CUSTOMER:
                                                    ---------------------------

Signed:                                    Signed:
       -------------------------                  -----------------------------

Name:                                      Name:
     ---------------------------                -------------------------------

Title:                                     Title:
      --------------------------                 ------------------------------

Date:                                      Date:
     ---------------------------                -------------------------------

  AFTER SIGNING, PLEASE RETURN A COPY OF THIS AGREEMENT ALONG WITH YOUR PO FOR
                          THE AMOUNT STATED ABOVE TO:
     MCDATA CORPORATION, 310 INTERLOCKEN PARKWAY, BROOMFIELD, CO 80021-3464


Resale Agreement No. 90-00-0109-07                        IBM Corporation/McData
Corporation
Figure B-3
02/22/00

                                       20
<PAGE>   24
                                     McDATA

                        MAINTENANCE TERMS AND CONDITIONS

1    DEFINITIONS:

     1.1  SERVICES are either Enhanced Warranty Services or Post Warranty
          Services that we provide to you for a fee. The descriptions of these
          Services and the fees we charge for them are described on the first
          page of this Agreement.

     1.2  ENHANCED WARRANTY SERVICES are services in addition to standard
          warranty services, which we will provide to you for a fee during the
          warranty period for the McDATA product(s) you have purchased.

     1.3  POST WARRANTY SERVICES are services we will provide to you for a fee
          after the expiration of the warranty period for the McDATA product(s)
          you have purchased.

     1.4  PRODUCT refers to hardware, software, and/or related features which
          were manufactured or developed by McDATA (or its suppliers) and which
          are subject to the Services described on the first page of this
          Agreement.

     1.5  TIME AND MATERIALS charges are fees charged by McDATA for non-standard
          out of scope Services.

2    PAYMENT TERMS AND TAXES. Payment terms are net thirty (30) days after date
     of invoice. You are responsible for paying any applicable sales taxes for
     the Services.

3    SERVICES AND LIMITATIONS.

     3.1  McDATA may repair the failed Product or component or replace it at our
          discretion. Replacement parts may be new or refurbished. When the type
          of Service requires that you deliver the failing Product to McDATA,
          you agree to ship the Product suitably packaged (prepaid unless we
          specify otherwise) to a location we designate. After we have repaired
          or exchanged the Product, we will return it to you at our expense
          unless we specify otherwise. We are responsible for loss of, or damage
          to, your Product while it is in our possession or in transit in those
          cases where we are responsible to the transportation charges.

          McDATA will install engineering changes which improve the performance,
          reliability or safety of a Product ("Field Change Orders" or "FCOs").

     3.2  Services will not include repair or replacement of any Product

          (a) which has been damaged by misuse, accident, modification,
              unsuitable physical or operating environment, or improper
              maintenance by you;

          (b) which has been used in combination with other equipment or
              software which are not recommended for use with such Product in
              McDATA's written specifications;

          (c) which has been moved, installed, deinstalled, altered or repaired
              by anyone other than McDATA or McDATA's authorized representative;

          (d) on which the original identification marks have been removed; or

          (e) fails because of a product for which we are not responsible.

          If McDATA provides services which are covered by any of the
          limitations described above, you agree to pay McDATA for such services
          at our then-current Time and Materials rates.

4    YOUR OTHER RESPONSIBILITIES. You agree to:

     (a)  promptly notify McDATA of any material failure, malfunction or error
          in the Products which you detect, and provide McDATA with a
          description of the problem and the conditions under which it occurred;

     (b)  allow McDATA support personnel access to your premises, resources,
          equipment and personnel as we reasonably require to perform the
          Services;

Resale Agreement No. 90-00-0109-07                        IBM Corporation/McDATA
Corporation
Figure B-3
2/22/00

                                       21


<PAGE>   25
     (c) provide a dedicated analog modem phone line for remote diagnostics;

     (d) properly care for the Products, as specified in the documentation for
         the Products, including maintaining a proper site environment
         (temperature, humidity, power, etc.);

     (e) ensure that all of your Product software and data files used in
         connection with the Products are routinely archived and documented;

     (f) if, during the contract term(s), you wish to relocate Product(s) from
         the initial installation site to a new location, you agree to notify
         McDATA in writing ninety (90) days prior to the relocation date.
         Upon receipt of such notification, McDATA may, at its option, prepare
         the Products for such relocation, and reinstall the Products at
         McDATA's then-current rates.

5    WARRANTY FOR SERVICES. McDATA warrants that we will perform the Services
     using reasonable care and skill. THIS WARRANTY AND THE APPLICABLE WARRANTY
     ACCOMPANYING THE PRODUCT ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL
     OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT
     LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
     FITNESS FOR A PARTICULAR PURPOSE.

6    LIMITATION OF LIABILITY

     6.1   Circumstances may arise where, because of a default on our part or
           other liability, you are entitled to recover damages from us. In each
           instance, regardless of the basis on which you are entitled to claim
           damages from us (including fundamental breach, negligence,
           misrepresentation, or other contract or tort claim), we are liable
           for no more than;
           (a)  damages for bodily injury (including death) and damage to real
                property and tangible personal property; and
           (b)  the amount of any other actual direct damages up to the greater
                of [*] or the annual fees paid by you for Services.

           This limit also applies to any of our subcontractors. It is the
           maximum for which we and our subcontractors are collectively
           responsible.

     6.2   ITEMS FOR WHICH WE ARE NOT LIABLE

           Under no circumstances are we or our subcontractors liable for any of
           the following:
           (a)  third party claims against you for damages (other than those
                under Section 6.1(a) above);
           (b)  loss of, or damage to, your records or data; or
           (c)  special, incidental, or indirect damages or for any economic
                consequential damages (including lost profits or savings), even
                if we are informed of their possibility.

*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. ASTERISKS WITHIN BRACKETS DENOTE OMISSIONS.

Resale Agreement No. 90-00-0109-07                        IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00


                                       22
<PAGE>   26
FIGURE B-3

                             McDATA PRODUCT EXHIBIT
                         ED-5000 FIBRE CHANNEL DIRECTOR

This McDATA PRODUCT EXHIBIT provides specific information regarding the
warranty, enhanced warranty and post warranty maintenance services available
for the ED-5000 Fibre Channel Director ordered by End User Customer and/or to
be maintained by McDATA.

WARRANTY
The warranty period for evaluations and purchases is thirteen (13) months from
the date of shipment from McDATA.

WARRANTY SERVICES:
     NEXT BUSINESS DAY**: The standard warranty services available within the
     Principal Area of Maintenance (PAM)* are on a Next Business Day** basis for
     the ED-5000. If on-site service is required, the response time is 8:00 am
     to 5:00 pm Next Business Day**.

     TELEPHONE SUPPORT AND UNIT MONITORING: 24x7 telephone support is available
     for all levels of warranty service. Call the McDATA Call Center at
     1-800-752-4572. If End User Customer purchases the optional EFC Manager
     Server/Software and Product Manager Software, and provides a dial-up phone
     line, McDATA will provide 24/7 unit monitoring (Call Home Monitoring)

     HARDWARE UPGRADES: Upgrades to the Product hardware will be provided to the
     End User Customer as required.

     SOFTWARE UPGRADES: Mandatory Maintenance Release**** upgrades to the
     Software will be distributed to End User Customer. Non-mandatory
     Maintenance Release**** upgrades to the Software will be provided as
     required. Functional Release**** upgrades to the Software will be made
     available for fee to End User Customer.

ENHANCED WARRANTY SERVICES:
     24x7: If on-site service is required, the response time is 4 hours. 24x7
     warranty services are available in most major cities, within Principal Area
     of Maintenance (PAM)*. Contact your McDATA Account Manager for warranty
     upgrade charges. Mail-In Repair*** service is available for Product located
     outside the PAM*.

     TELEPHONE SUPPORT AND UNIT MONITORING: Services are the same as described
     above for Warranty Services.

     HARDWARE UPGRADES: Services are the same as described above for Warranty
     Services.

     SOFTWARE UPGRADES: Services are the same as described above for Warranty
     Services.

POST WARRANTY SERVICES:
     NEXT BUSINESS DAY**: Services are the same as described above for Warranty
     Services.

     24X7: Services are the same as described above for Enhanced Warranty
     Services.

     TELEPHONE SUPPORT AND UNIT MONITORING: Services are the same as described
     above for Warranty Services.

     HARDWARE UPGRADES: Services are the same as described above for Warranty
     Services.

     SOFTWARE UPGRADES: Services are the same as described above for Warranty
     Services.

INSTALLATION:
     Installation of the Products will be provided by IBM personnel.
     Installation will consist of attaching End User Customer-supplied cabling
     to the Products, configuring Product, attaching and testing the Call Home
     Monitoring feature, and ensuring the Products are operating properly.

DEFINITIONS:
PRINCIPAL AREA OF MAINTENANCE (PAM): An area situated within a specified radius
of the business center of a city in which a McDATA-authorized service center is
located. The radius is approximately 50 miles.

NEXT BUSINESS DAY: If on-site support is deemed necessary by McDATA, McDATA
shall dispatch a representative within 24 hours of the Customer's request,
unless such dispatch would fall on a weekend or McDATA holiday, in which case
the representative will be dispatched on the next McDATA business day. In
response to a call placed during normal business hours (8-5 Customer local
time) a Customer Engineer (CE) will arrive at Customer site before 5:00pm the
next business day. Any call received after 5:00pm local time will be handled as
if it was received the next day.

MAIL-IN REPAIR: The Product must be returned to McDATA under the Return
Material Authorization (RMA) repair process. Contact the McDATA Call Center at
800-752-4572 for RMA instructions. The unit will be repaired or replaced within
10 days of receipt and returned to End User Customer.

Resale Agreement No. 90-00-0109-07                     IBM Corporation/McDATA
Corporation
Figure B-3
02/22/00
                                       23

<PAGE>   27
MAINTENANCE RELEASE: Software "fixes" for known problems. Maintenance Releases
are available to End User Customer under warranty, enhanced warranty, or post
warranty at no additional charge.

FUNCTIONAL RELEASE: New releases to Software providing new features or
significantly enhanced operability. McDATA reserves the right to charge
additional fee(s) for such Functional Releases.
















Resale Agreement No. 90-00-0109-07                        IBM Corporation/McData
Corporation
Figure B-3
02/22/00

                                       24
<PAGE>   28
                                   EXHIBIT C
                     McDATA CLICK-THROUGH SOFTWARE LICENSE



                               LICENSE AGREEMENT
        CUSTOMER LICENSE AGREEMENT AND CONDITIONS OF SOFTWARE ACCEPTANCE

IMPORTANT: This Agreement contains important information about this software and
its use. Read this Agreement before installing this software.

THIS IS A LEGAL AGREEMENT AND THE EXCLUSIVE AGREEMENT BETWEEN THE USER ("YOU")
AND McDATA CORPORATION ("McDATA"). IF YOU AGREE WITH THE TERMS OF THIS LICENSE,
CLICK THE "YES" BUTTON BELOW TO INSTALL THE SOFTWARE. IF YOU DO NOT AGREE WITH
THE TERMS OF THIS LICENSE, CLICK THE "NO" BUTTON BELOW TO QUIT THE INSTALLATION
OF THIS SOFTWARE, AND PROMPTLY RETURN THE CD-ROM AND ACCOMPANYING ITEMS
(INCLUDING WRITTEN MATERIALS AND CONTAINERS) TO McDATA. INSTALLATION OR USE OF
THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE.

LICENSE. This Software, including any corrections, modifications or
enhancements, is proprietary to, trade secret of, and copyrighted by McDATA or
its suppliers. You have the non-exclusive right to use the Software subject to
the terms and conditions set forth in the License Agreement.

You may:

     -    install and use the Software on a single computer,
     -    make one (1) copy of the Software into any machine-readable format
          solely for backup and archival purposes, provided that You include all
          copyright notices and any proprietary legends on such copy, and
     -    physically transfer the Software from one computer to another,
          provided that the Software is removed from the computer on which it
          was installed and is used only on one (1) computer at a time, subject
          to the restrictions set forth herein.
     -    transfer this License, together with the original and all back-up
          copies of the Software and related documentation, only if: (a) you
          give McDATA written notice of the transfer; and (b) the transferee
          agrees to comply with the provisions of this License; and (c) you
          destroy all copies of the Software and related documentation not
          transferred by you to the transferee.

RESTRICTIONS ON USE AND TRANSFER. You agree that you will not copy, modify,
decompile, disassemble, or export the Software from the country where such
Software is furnished to you, or transfer the Software, or any copy,
modification, or merged portion of such program in whole or in part, except as
expressly provided for in this license.

TITLE. The original and any copies of the Software or accompanying
documentation, in whole or in part, including translations, compilations,
partial copies, modifications, and updates are the property of McDATA. You have
only the limited rights granted by this license, and shall not use the Software
except as expressly authorized herein. You are not an owner of any copy of the
Software, and therefore 17 U.S.C. section 117 does not apply. You must reproduce
and include the proprietary rights notices on any copy of the Software and
accompanying documentation.

TERMINATION. You may terminate Your license to the Software at any time by
destroying the Software and accompanying documentation together with all copies,
modifications and merged portions in any form. The license will also terminate
if You fail to comply with any term or condition of this Agreement. You agree
upon such termination to destroy the Software and accompanying documentation,
together with all copies, modifications and merged portions in any form.

LIMITED WARRANTY. McDATA warrants that this electronic media will perform
substantially in accordance with published specifications, under normal use, for
a period of 90 days after the date of delivery. If, during this 90-day period,
you discover a defect in the electronic media, you may return the defective
electronic media to McDATA and the electronic media will be replaced without
charge. Your sole remedy in the event of a defect in the electronic media is
limited to, at McDATA's option, the replacement, of the defective media as
provided above, or refund of the cost of the electronic media.

WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR
CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT ARE SPECIFICALLY DISCLAIMED WITH RESPECT TO THE SOFTWARE. THE
ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH YOU AND
SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT McDATA, RESELLER OR DEALER)
ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION, McDATA
MAKES NO WARRANTIES AS TO THE ACCURACY OR

Resale Agreement No. 90-00-0109-07            IBM Corporation/McDATA Corporation
Exhibit C - 02/22/00


                                       25
<PAGE>   29
COMPLETENESS OF USER DOCUMENTATION, OR THAT THE SOFTWARE IS ERROR FREE.

LIMITATION OF LIABILITY. EXCEPT FOR THE TERMS OF THE LIMITED WARRANTY PARAGRAPH
OF THIS LICENSE, McDATA MAKES NO ADDITIONAL WARRANTIES, EITHER EXPRESSED OR
IMPLIED. NEITHER McDATA NOR ANY THIRD PARTY ASSOCIATED WITH THE CREATION,
PRODUCTION, OR DELIVERY OF THIS SOFTWARE OR RELATED DOCUMENTATION SHALL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, LOST PROFITS, SPECIFIC, OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING FROM THE FURNISHING, PERFORMANCE, OR USE
OF THE LICENSED SOFTWARE OR RELATED DOCUMENTATION, EVEN IS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL
McDATA'S LIABILITY EXCEED THE RELEVANT PURCHASE PRICE PAID BY LICENSEE FOR THE
PRODUCT TO WHICH THIS LICENSE RELATES. SOME STATES DO NOT ALLOW THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. McDATA HAS NO LIABILITY TO YOU
UNDER THIS SECTION FOR ANY CLAIM BASED UPON YOUR USE, COMBINATION OR OPERATION
OF THE PRODUCT WITH ANY EQUIPMENT OR SOFTWARE NOT SUPPLIED BY McDATA, OR BASED
UPON ALTERATION OF EQUIPMENT OR MODIFICATION OF SOFTWARE BY YOU OR ANYONE OTHER
THAN A McDATA-AUTHORIZED SERVICE REPRESENTATIVE.

ACKNOWLEDGMENT. Your acceptance of this Software License Agreement acknowledges
that you have read this License Agreement and agree to its terms. Furthermore,
you agree this License Agreement is the complete and exclusive statement of the
agreement between us respecting the Software and related documentation, and it
supersedes any proposal or prior agreement - oral or written - and any other
communication between us relating to the subject matter of this License
Agreement. This License Agreement cannot be modified by any purchase order or
other document submitted by you.

YEAR 2000 COMPLIANCE. McDATA represents and warrants that the Software is Year
2000 ready. "Year 2000 ready" means that the Software when used in accordance
with its associated documentation, is capable of correctly processing,
providing, and/or receiving date data within and between the 20th and 21st
centuries, provided all other products (for example, software, hardware, and
firmware) used with the Software properly exchange accurate date data with it.

GENERAL. If any provision of this Agreement is held unenforceable, that
provision shall be enforced to the maximum extent permissible so as to give the
intent of the parties, and the remainder of this Agreement shall continue in
full force and effect. This Agreement is governed by the laws of the State of
Colorado, without reference to its conflict of law principles. You agree to
comply with all U.S. and foreign export control laws and regulations.

THE FOLLOWING TEXT IS APPLICABLE TO GOVERNMENT AGENCIES:

     "RESTRICTED RIGHTS NOTICE. The Software or documentation on which this
     notice is affixed or embedded was developed entirely at private expense by
     the Contractors named below, and is deemed to be "commercial software" and
     "commercial computer software documentation," respectively, pursuant to
     DFAR Section 227.7202 and FAR 12.212(b) as applicable. Any use,
     modification, reproduction, release, display or disclosure of the Software
     and/or documentation by the U.S. Government or any of its agencies shall be
     governed by the terms of this Agreement. It may not be used, duplicated, or
     disclosed by the Government except as expressly permitted by this Agreement
     and is subject to the restrictions set forth in FAR Section 52.227-19 or
     52.227-14 (ALT III) as applicable. Any technical data provided that is not
     covered by the above provisions is deemed to be "technical data-commercial
     items" pursuant to DFAR Sections 227-7015(a). Any use, modification,
     reproduction, release, display or disclosure of such technical data shall
     be governed by the terms of DFAR Section 227.7015(b) or as otherwise
     expressly provided by the Contractors. The Contractors are McDATA
     Corporation, 310 Interlocken Parkway, Broomfield, Colorado 80021-3464, and
     McDATA's suppliers."

Resale Agreement No. 90-00-0109-07           IBM Corporation/McDATA Corporation
Exhibit C-02/22/00

                                       26

<PAGE>   30
                                   EXHIBIT D
                       MCDATA SHRINKWRAP SOFTWARE LICENSE

                               MCDATA CORPORATION
        CUSTOMER LICENSE AGREEMENT AND CONDITIONS OF SOFTWARE ACCEPTANCE

IMPORTANT: This Agreement contains important information about this software
and its use. Read this Agreement before installing this software.

                           PLEASE READ BEFORE OPENING

IMPORTANT: THE PRODUCTS YOU HAVE PURCHASED CONTAIN SOFTWARE THAT IS PROPRIETARY
TO, TRADE SECRET OF, AND COPYRIGHTED BY MCDATA AND/OR ITS SUPPLIERS. MCDATA
CORPORATION ("MCDATA") LICENSES THE ENCLOSED SOFTWARE TO CUSTOMERS ONLY FOR
THEIR USE ON THE TERMS SET FORTH BELOW. OPENING AND KEEPING THIS PACKAGE
INDICATES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS
AND CONDITIONS, PARTICULARLY THE LIMITATIONS OF LIABILITY AND WARRANTY, DO NOT
USE THIS SOFTWARE AND IMMEDIATELY CONTACT YOUR SALES REPRESENTATIVE TO RETURN
THIS SOFTWARE AND ALL ACCOMPANYING DOCUMENTATION AND CONTAINERS.

1. LICENSE.  You have a single-user, non-exclusive right to use the enclosed
Software resident in CD, diskette, tape, ROM, EPROM, or any other electronic
media format, on a single computer and subject to the terms and conditions set
forth in the License Agreement. You may install and use the Software on a
single computer, and make one (1) copy of the Software into any
machine-readable format solely for backup and archival purposes, provided
that you include all copyright notices and any proprietary legends on such
copy. You may physically transfer the Software from one computer to another,
provided that the Software is removed from the computer on which it was
installed and is used only on one (1) computer at a time, subject to the
restrictions set forth herein. You may transfer this License, together with the
original and all back-up copies of the Software and related documentation, only
if: (a) you give McDATA written notice of the transfer; and (b) the transferee
agrees to comply with the provisions of this License; and (c) you destroy all
copies of the Software and related documentation not transferred by you to the
transferee.

2. RESTRICTIONS ON USE AND TRANSFER. You agree that you will not sell, copy,
modify, decompile, disassemble, or export the Software from the country where
such Software is furnished to you, or transfer or sublicense the Software, or
any copy, modification, or merged portion of such program in whole or in part,
except as expressly provided for in this License.

3. TITLE.  The original and any copies of the Software or accompanying
documentation, in whole or in part, including translations, compilations,
partial copies, modifications, and updates are the sole and exclusive property
of McDATA and/or its suppliers. You have only the limited rights granted by
this License, and you shall not use the Software except as expressly authorized
herein. You are not an owner of any copy of the Software, and therefore 17
U.S.C. section 117 does not apply. You must reproduce and include the
proprietary rights notices on any copy of the Software and accompanying
documentation.

4. TERMINATION.  You may terminate your license to the Software at any time by
destroying the Software and accompanying documentation together with all
copies, modifications and merged portions in any form. This License will
automatically terminate if you fail to comply with any term or condition of this
Agreement. You agree upon such termination to destroy the Software and
accompanying documentation, together with all copies, modifications and merged
portions in any form.

5. LIMITED WARRANTY.  McDATA warrants that this electronic media will perform
substantially in accordance with published specifications, under normal use,
for a period of 90 days after the date of delivery. If, during this 90-day
period, you discover a defect in the electronic media, you may return the
defective electronic media to McDATA and the electronic media will be replaced
without charge. Your sole remedy in the event of a defect in the electronic
media is limited to, at McDATA's option, the replacement of the defective media
as provided above, or refund of the cost of the electronic media. THIS LIMITED
WARRANTY IS VOID IF FAILURE OF THIS SOFTWARE HAS RESULTED FROM ACCIDENT, ABUSE
OR MISAPPLICATION.

6. WARRANTY DISCLAIMER.  EXCEPT AS TO THE MEDIA ON WHICH THE SOFTWARE IS
FURNISHED AS EXPRESSLY PROVIDED ABOVE, THIS SOFTWARE IS PROVIDED "AS IS"
WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND THE
IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT ARE SPECIFICALLY DISCLAIMED WITH RESPECT
TO THE SOFTWARE. MCDATA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
SOFTWARE WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THIS SOFTWARE IS WITH YOU AND SHOULD THE SOFTWARE PROVE
DEFECTIVE, YOU (AND NOT McDATA, RESELLER OR DEALER) ASSUME THE ENTIRE COST OF
ALL NECESSARY SERVICING, REPAIR OR CORRECTION. McDATA MAKES NO WARRANTIES AS TO
THE ACCURACY OR COMPLETENESS OF USER DOCUMENTATION, OR THAT THE SOFTWARE IS
ERROR FREE.

7. LIMITATION OF LIABILITY.  EXCEPT FOR THE EXPRESS TERMS OF THE LIMITED
WARRANTY PARAGRAPH OF THIS LICENSE, McDATA MAKES NO ADDITIONAL WARRANTIES,
EITHER EXPRESS OR IMPLIED. NEITHER McDATA NOR ANY THIRD PARTY ASSOCIATED WITH
THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE OR RELATED DOCUMENTATION
SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, LOST PROFITS, SPECIFIC, OR
CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE FURNISHING,
PERFORMANCE, OR USE OF THE LICENSED SOFTWARE OR RELATED DOCUMENTATION, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY

Resale Agreement No. 90-00-0109-07          IBM Corporation / McDATA Corporation
Exhibit E - 02/22/00

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<PAGE>   31
     CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL McDATA'S LIABILITY EXCEED THE
RELEVANT PURCHASE PRICE PAID BY LICENSEE FOR THE PRODUCT TO WHICH THIS LICENSE
RELATES. THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN McDATA AND YOU. McDATA
WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS. SOME STATES
DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. McDATA HAS NO LIABILITY TO YOU UNDER THIS SECTION FOR ANY CLAIM BASED UPON
YOUR USE, COMBINATION OR OPERATION OF THE PRODUCT WITH ANY EQUIPMENT OR SOFTWARE
NOT SUPPLIED BY McDATA, OR BASED UPON ALTERATION OF EQUIPMENT OR MODIFICATION OF
SOFTWARE BY YOU OR ANYONE OTHER THAN A McDATA-AUTHORIZED SERVICE REPRESENTATIVE.

8. ACKNOWLEDGMENT.  Your acceptance of this Software License Agreement
acknowledges that you have read this License Agreement and agree to its terms.
Furthermore, you agree this License Agreement is the complete and exclusive
statement of the agreement between us respecting the Software and related
documentation, and it supersedes any proposal or prior agreement - oral or
written - and any other communication between us relating to the subject matter
of this License Agreement. This License Agreement cannot be modified by any
purchase order or other document submitted by you.

9. YEAR 2000 COMPLIANCE.  McDATA represents and warrants that the Software is
Year 2000 ready. "Year 2000 ready" means that the Software when used in
accordance with its associated documentation, is capable of correctly
processing, providing, and/or receiving date data within and between the 20th
and 21st centuries, provided all other products (for example, software,
hardware, and firmware) used with the Software properly exchange accurate date
data with it.

10. GENERAL.  If any provision of this Agreement is held unenforceable, that
provision shall be enforced to the maximum extent permissible so as to give the
intent of the parties, and the remainder of this Agreement shall continue in
full force and effect. This Agreement is governed by the laws of the State of
Colorado, without reference to its conflict of law principles. You agree to
comply with all U.S. and foreign export control laws and regulations.

11. RESTRICTED RIGHTS NOTICE.  THE FOLLOWING TEXT IS APPLICABLE TO GOVERNMENT
AGENCIES: The Software or documentation on which this notice is affixed or
embedded was developed entirely at private expense by the Contractors named
below, and is deemed to be "commercial software" and "commercial computer
software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR
12.212(b) as applicable. Any use, modification, reproduction, release, display
or disclosure of the Software and/or documentation by the U.S. Government or any
of its agencies shall be governed by the terms of this Agreement. It may not be
used, duplicated, or disclosed by the Government except as expressly permitted
by this Agreement and is subject to the restrictions set forth in FAR Section
52.227-19 or 52.227-14 (ALT III) as applicable. Any technical data provided that
is not covered by the above provisions is deemed to be "technical
data-commercial items" pursuant to DFAR Sections 227-7015(a). Any use,
modification, reproduction, release, display or disclosure of such technical
data shall be governed by the terms of DFAR Section 227.7015(b) or as otherwise
expressly provided by the Contractors. The Contractors are McDATA Corporation,
310 Interlocken Parkway, Broomfield, Colorado 80021-3464, and McDATA's
suppliers.

                                   EXHIBIT E

                    McDATA WARRANTY AND DISCLAIMER STATEMENT

The following statement will be included by McDATA with each Product shipped to
End User Customer:

WARRANTY:

PRODUCT WARRANTY. McDATA warrants that, throughout the specific warranty period
identified in the McDATA Product Exhibit for the Product(s) ordered hereunder,
such Product(s) and Software will, as delivered and under normal use, be in
good working order and will conform to McDATA's published specifications in
effect at the time of shipment. If, during the warranty period, the Product(s)
fails to conform to McDATA's published specifications, McDATA shall, at its
sole option and expense, either repair or replace such non-conforming item in
order to satisfy this warranty.

WARRANTY SERVICES. McDATA offers standard warranty services and enhanced
warranty services as specified in the attached McDATA Product Exhibit(s).

LIMITATIONS. This warranty shall not apply if repair or parts replacement is
required because of accident,

Resale Agreement No. 90-00-0109-07            IBM Corporation/McDATA Corporation
Exhibit E-02/22/00


                                       28

<PAGE>   32
neglect, abuse or misuse, failure of electrical power, air conditioning or
humidity control, theft, fire or water damage, or causes other than ordinary
use, or maintenance performed by End User Customer or persons other than a
McDATA-authorized service representative in a manner which McDATA reasonably
determines to have adversely affected performance or reliability.

McDATA does not warrant that the Products will meet End User Customer's
requirements; that it will operate in the combinations which End User Customer
may select for use; that the operation of the Product(s) will be uninterrupted
or error free; or that all Software programming errors will be corrected.

McDATA shall not be required to adjust or repair any Product if it would be
impractical or hazardous to do so because of unauthorized alterations in the
Product or its connection by mechanical or electrical means to equipment or
devices not identified as compatible in McDATA product specifications.

DISCLAIMER:

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. McDATA'S LIABILITY FOR
BREACH OF ANY WARRANTY SET FORTH HEREIN SHALL IN NO EVENT EXCEED THE PURCHASE
PRICE OF THE AFFECTED ITEM.













Resale Agreement No. 90-00-0109-07         IBM Corporation / McDATA Corporation
Exhibit E-02/22/00

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