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                                                                   Exhibit 10.28

                           COMPAQ COMPUTER CORPORATION

                                    CORPORATE

                               PURCHASE AGREEMENT

                                      WITH


                      BROCADE COMMUNICATIONS SYSTEMS, INC.







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                           COMPAQ COMPUTER CORPORATION

                                    CORPORATE

                               PURCHASE AGREEMENT


This purchase agreement and all attachments and Exhibits (called the
"Agreement") is made and entered into as of the 1st day of February, 2000, by
Compaq Computer Corporation, a Delaware Corporation and its subsidiaries and
affiliates collectively referred to a ("Buyer",) and Brocade Communication
Systems, Inc. ("Seller") a Delaware Corporation; herein referred to collectively
as the ("Parties"). The terms and conditions herein exclusively govern the
purchase and sale of the Products, Spares and/or Services more fully described
in Exhibits A and B ("Product Part Numbers, Descriptions, Unit prices and
Lead-Times") and ("Spare Part Numbers, Descriptions, Unit Prices and
Lead-Times") and in applicable specifications, attached hereto and incorporated
herein by reference.

Notwithstanding anything to the contrary in this Agreement, this Agreement is
[*] a [*] and [*] Buyer to [*] of Products but only establishes the terms and
conditions [*] Buyer submits orders in accordance with this Agreement

For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Buyer and Seller hereby agree as follows:

     1.   DEFINITIONS

        In addition to terms defined elsewhere in this Agreement, capitalized
        terms used herein shall have the meanings set forth below:

        "AFFILIATE" means, with respect to Buyer, (a) any other legal entity
        controlling, controlled by, or under the common control with Buyer, and
        (b) any OEM subcontractor of Buyer (c) any subcontractor of Buyer. As
        used in this definition, the term "control" means the possession,
        directly or indirectly or the power to direct, or cause the direction of
        the management and policy of the controlled person.

        "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday, or
        holidays on which banks in the State of Texas are generally closed.


        "BUYER FURNISHED ITEMS" - may include components, tools and services
        identified in the applicable Exhibit ___ ("Buyer Furnished Items") which
        Buyer provides to Seller.

* 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.


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        "BUYER PRODUCTS" - will mean those products manufactured, marketed,
        distributed and/or otherwise made available by Buyer to Buyer's
        customers, which include hardware and software proprietary to Buyer
        and/or Buyer's suppliers, including, without limitation, the Products
        acquired from Seller under this Agreement.

        "CHANGE ORDER" - will mean any written document or Order, including but
        not limited to standard industry Electronic, internet prepared and
        properly authorized by Buyer and expressly accepted by Seller to
        identify changes to a Purchase Order previously accepted by Seller for
        Products, Spares and/or Services. A Change Order issued shall contain
        the Purchase Order No. affected, a Change Order Number, a Change Order
        date signifying the effective date of the change(s). The Change Order
        may include changes that affect, but are not necessarily limited to (i)
        rescheduling item(s) Delivery Date(s), (ii) adding [*] item(s) in whole
        or in part, and/or (iii) changes to Buyer designated destination
        point(s).

        "DEFAULT" shall mean:

        (i) with respect to Buyer, (a) Buyer's failure to comply with any
        material provision of this Agreement or any Order issued hereunder, and,
        in the case of a breach which is capable of remedy, such failure
        continues unremedied for a period of [*] days of written notification of
        said breach; provided, delays in delivery shall be deemed incurable and
        not subject to the [*] day cure period herein; or (b) Buyer becomes
        insolvent, becomes subject to any bankruptcy proceeding, makes an
        assignment for the benefit of creditors, or a receiver or similar
        officer is appointed to take charge of all or a part of such party's
        assets and such condition is not cured within [*] days; and

        (ii) with respect to Seller, (a) Seller's failure to comply with any
        material provision of this Agreement or any accepted Order issued
        hereunder, and in the case of a breach which is capable of remedy, fails
        to remedy same within [*] days of written notification of said breach;
        (b) Seller becomes insolvent, becomes subject to any bankruptcy
        proceeding or makes an assignment for the benefit of creditors, or a
        receiver or similar officer is appointed to take charge of all or a part
        of Seller's assets and such condition is not cured within thirty [*];
        (c) Seller assigns or attempts to assign, or subcontracts or attempts to
        subcontract, any or all of its rights or obligations under this
        Agreement or any Orders issued hereunder to a third party without
        Buyer's prior written approval, provided, however that Seller shall not
        be considered to be in Default in the event that Seller assigns, or
        subcontracts or attempts to subcontract, without consent from Buyer or
        notice to Buyer, any or all of its rights or obligations under this
        Agreement or any Orders issued hereunder to a successor-in-interest in
        connection with a merger, reorganization, acquisition, or sale of all or
        substantially all of Seller's assets.

* 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.


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        "DEFECTIVE Products" shall mean Products, Spares and/or Services that do
        not conform to the Specifications or that contain any defect in
        material, workmanship or design.

        "DELIVERY DATE" - will mean; (i) the date stipulated on Buyer's Purchase
        Order for the delivery of the Products and/or Spares during normal
        business hours and days at the [*]; and (ii) the date stipulated on
        Buyer's Purchase Order for the performance of Services to be completed
        by Seller as specified within Buyer's Purchase Order.

        "ELECTRONIC INTERCHANGE" shall mean the transmission of data in an
        electronic format including but not limited Electronic Data Interchange,
        ("EDI") Electronic Funds Transfer, ("EFT"), Facsimile, Electronic Mail
        (email), World Wide Web ("WWW") and Electronic File Exchange of any of
        the transaction sets listed in Exhibit L, (Electronic Commerce
        Agreement), electronic Orders, credit card Orders, and internet Orders
        transmitted via the internet between the parties.

        "INFORMATION" shall mean confidential information, which might include
        but is not limited to business plans, forecasts, capacity, pricing and
        inventory levels.

        "LEAD-TIME" shall mean the period of time extending from the date the
        Purchase Order is received by Seller to the Seller delivery date for
        Products, Spares and/or Services. The lead-times for the Products,
        Spares and/or Services shall be set forth in Exhibits A and B ("Product
        Part Numbers, Descriptions, Unit prices and Lead-Times") and ("Spare
        Part Numbers, Descriptions, Unit Prices and Lead-Times") respectively,
        or as otherwise mutually agreed to in writing by the parties herein.

        "ORDER(S)" shall mean collectively any written Purchase Order; or
        electronic Purchase Order employing industry standard Electronic
        Commerce techniques; and internet orders employing the Internet and
        industry standard Ecommerce techniques that are properly authorized and
        issued by Buyer and expressly accepted by Seller for the purchase of
        Products, Spares and/or Services.

        "PROPRIETARY RIGHTS" - shall mean all current and future patents, mask
        works, copyrights, trade secrets, know-how and all other intellectual
        property rights, including all applications, continuations and
        registrations with respect thereto.

        "PURCHASE ORDER" - will mean a written document prepared by Buyer and
        expressly accepted by Seller to identify Products, Spares and/or
        Services to be furnished by Seller under the terms and conditions of
        this Agreement. Such Purchase Order shall contain, at a minimum: (i)
        Purchase Order Number, (ii) Purchase Order date, (iii) Purchase Order
        Item No. for each item ordered, (iv) quantity of each Product, Spares or
        Service ordered, (v) Buyer and/or Seller part number, (vi) revision
        designator for each Product/Spare, (vii) unit price of each item, (viii)
        Delivery Date of each item, and (ix) Buyer's designated destination
        point for each item.

* 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.


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        "PRODUCTS" - will refer to goods that are either manufactured,
        distributed or otherwise made available from Seller to Buyer for
        acquisition by Buyer pursuant to the terms and conditions of this
        Agreement. The Products shall include the products described under
        Exhibit A ("Product Part Numbers, Descriptions, Unit Prices, and
        Lead-Times"), as may be amended from time to time.

        "RMA" - will mean a Return Material Authorization number assigned by
        Seller for a shipment of Products and/or Spares being returned by Buyer
        to Seller unless otherwise defined herein.

        "SERVICES" - will mean the services made available to Buyer by Seller,
        as described in Exhibit E attached hereto ("Services Addendum").

        "SOFTWARE" - will mean (i) the software which is a component of, or
        bundled with, the Products and Spares (whether in firmware or on
        magnetic, optical or other media) and (ii) the end user documentation
        for such software, including all updates and enhancements to such
        software and documentation. "Updates" as used herein will mean
        non-feature improvements, workarounds, bug-fixes, media replacements
        and/or maintenance corrections to the Software or hardware components of
        a Product. Enhancements as used herein will mean feature improvements,
        new functionality, improved performance, and any increase in value,
        however caused or arising.

        "SPARE(S)" - will mean any replacement parts/components, assemblies, or
        sub-assemblies for the Products. Such Spare Parts shall include, without
        limitation; the items described within the applicable Exhibit B ("Spare
        Part Numbers, Descriptions, Unit Prices and Lead-Times"), as may be
        amended from time to time.

        "SPECIFICATIONS" - may include as applicable (i) the specifications for
        the specific Product, Spare and/or Service set forth in Exhibit F
        ("Product, Spares and Repairs Specifications"); (ii) the specifications
        with regard to the specific Products, Spares and/or Services generally
        published by Seller; (iii) the General Quality Requirements set forth
        under Exhibit D, ("Quality Assurance") and (iv) the Product Agency And
        Regulatory Compliance Requirements set forth under Exhibit J.
        Specifications also include, but are not limited to, physical or
        operational performance parameters, characterization and/or attributes
        of the Products and Spares as identified elsewhere within this
        Agreement.

     2.   PRODUCT PURCHASES

        The terms and conditions contained in this Agreement shall govern the
        purchase and sale of Products, Spares and/or Services listed in a
        Products, Spares and/or Services Exhibit entered into from time to time
        by Buyer and Seller, which Exhibit shall be substantially in the form of
        Exhibits A and/or B ("Product Part Numbers, Descriptions, Unit prices
        and Lead-Times") and ("Spare Part Numbers, Descriptions, Unit Prices and
        Lead-Times") attached hereto.


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     3.   PRODUCT FORECASTS

          3.1       Buyer shall provide at a minimum, a monthly forecast of its
                    intended purchases for a [*] month period. Such forecasts
                    are for Seller's convenience only, and Seller hereby
                    expressly acknowledges that such forecasts shall not create
                    any liability whatsoever for Buyer, including but not
                    limited to an obligation to purchase Products, Spares,
                    unique or industry standard material.

          3.2       Seller agrees to review forecasts provided by Buyer and
                    advise Buyer if Seller anticipates that Seller will be
                    unable to achieve the requested volumes. Buyer volume
                    forecasts will be provided to Seller in accordance with the
                    terms and conditions of Exhibit C, ("Flexibility Agreement")
                    contained herein. Seller may from time to time request Buyer
                    to review Buyer's forecast and advise of any changes.

     4.   ORDERS

          4.1       Orders shall set forth the following items: quantity, price,
                    delivery date, part number, and revision level.

          4.2       Seller shall accept any Order that materially conforms with
                    the terms of this Agreement. Seller shall use commercially
                    reasonable efforts to send written confirmation of such
                    acceptance within [*] days after Seller's receipt of a
                    written Order from Buyer subject to Terms referenced in
                    Exhibit C.

          4.3       The parties hereby agree that prior to commencement of
                    Electronic Commerce between the parties, Buyer and Seller
                    shall execute an Electronic Commerce Trading Agreement
                    listed in Exhibit L.

* 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.


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          4.4       If Buyer issues an electronic Order, Seller shall
                    electronically "Verify" receipt of the electronic Order
                    within [*] of the electronic Order transmission by Buyer.
                    "Verify" or "Verification", as used herein shall mean
                    Seller's determination of successful receipt, from
                    electronic mailbox, of all necessary Order information and
                    requirements, (e.g. quantity, price, delivery date, part
                    number, and revision level), and notification to Buyer of
                    both the receipt of the electronic Order from Buyer any
                    discrepancies relating to the readability of such electronic
                    Order. Seller shall return an electronic Order
                    acknowledgment ("Electronic Transmission Acknowledgment") to
                    Buyer within [*] following Verification. Seller shall be
                    conclusively presumed to have accepted all electronic Orders
                    issued by Buyer and verified received by Seller, unless
                    Buyer is notified specifically, that Seller has not accepted
                    a particular electronic Order. Such notification by Seller
                    must take place within the said [*] day period from Buyer's
                    electronic Order transmission.

          4.4.1     All electronic Orders, Verifications, and Electronic
                    Transmission Acknowledgments and other related data
                    electronically transmitted shall;

          4.4.1.1       reference and be subject to the terms and conditions of
                    this Agreement, and

          4.4.1.2       contain information in a specified format in accordance
                    with Buyer's policies, specifications and procedures
                    regarding electronic data interchange information.

          4.5       No additional or different or conflicting provisions
                    proposed by Seller in any oral, electronic or written
                    acceptance, confirmation or acknowledgment shall apply
                    unless expressly agreed to in writing by Buyer. Buyer hereby
                    gives notice of its objection to any additional or different
                    terms. No additional or conflicting provisions proposed by
                    Buyer in any Order, or in any oral, written or electronic
                    data interchange, confirmation, verification or
                    acknowledgment, shall be binding on Seller unless as
                    expressly agreed to in writing by Seller. Seller hereby
                    gives notice of its objection to any additional or different
                    or conflicting terms.

          4.6       Seller agrees that all of Buyer's Affiliates, wherever
                    located, shall be entitled to make purchases under this
                    Agreement. Seller agrees to sell to Buyer's Affiliates as
                    notified to Seller in writing, and extend pricing, lead time
                    and warranty terms from this agreement to such Affiliate
                    upon credit approval.

* 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.



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          4.7       The parties agree: i) the provision of the Uniform
                    Commercial Code Section 2-201 (Statute of Frauds) shall not
                    apply to these Electronic Transmissions; ii) these
                    Electronic Transmissions shall be deemed to satisfy any
                    legal formalities requiring that agreements be in writing;
                    iii) computer maintained records when produced in hard copy
                    form shall constitute business records and shall be
                    admissible to the same extent as other generally recognized
                    business records.

          4.8       BROCADE IS CURRENTLY UNABLE TO ACCEPT CREDIT CARD
                    TRANSACTIONS]

     5.   TERM OF AGREEMENT

        The initial term ("Term") of this Agreement shall be [*] years,
commencing on the date of this Agreement (the "Effective Date"). This Agreement
will be automatically renewed at the conclusion of the initial Term for a [*]
month period unless one of the parties notifies the other party not less than
[*] days prior to the end of such [*] year period that it does not intend to
renew this Agreement. Such automatic renewal provision shall apply at the end of
each subsequent [*] month period unless either party indicates, in accordance
with the [*] day notice provision described in the preceding sentence, that
renewal is not intended. This Agreement may terminate prior to the
aforementioned stated term under the circumstances set forth in Section 15.
Notwithstanding the foregoing, this Agreement shall remain in full force and
effect and shall be applicable to any Order issued by Buyer to Seller during the
term of this Agreement until all obligations under such Order have been
fulfilled.

     6.   PRICING

          6.1       The prices for the Products, Spares and/or Services shall be
                    established from time to time by the parties executing and
                    delivering a ("Pricing Schedule") in the form set forth in
                    Exhibits A and/or B, ("Product Part Numbers, Descriptions,
                    Unit Prices and Lead-Times") and ("Spare Part Numbers,
                    Descriptions, Unit Prices and Lead-Times"). The Product
                    prices (the "Prices") set forth in any Pricing Schedule
                    shall be fixed for the period set forth therein.

          6.2       The Prices shall include all direct, indirect and incidental
                    charges relating to the sale and delivery of the Products,
                    Spares and/or Services to Buyer including, without
                    limitation, packaging pursuant to the attached
                    specification, packing and crating,storage, forwarding agent
                    and brokerage fees, insurance costs, freight shipping
                    charges, and document fees.

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
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          6.3       Notwithstanding the above, Seller agrees to sell the
                    Products to Buyer at [*] to the [*] by Seller to a [*] the
                    Products under an agreement with [*] and [*] to those in
                    this Agreement. The [*] and [*] are [*] to, or [*] those [*]
                    by Seller [*]. If at any time during the term of this
                    Agreement, Seller [*] the Products to a [*] at a [*] that
                    [*] Buyer under an agreement with [*] and [*] to those in
                    this Agreement, Seller shall promptly notify Buyer in
                    writing and Buyer shall then have the [*] to [*] from Seller
                    at the [*] to such [*].

          6.4       Upon reasonable prior notice, Buyer shall have the right,
                    exercisable not more than once every [*] months, to appoint,
                    at Buyer's expense, an [*] firm reasonably acceptable to
                    Seller to [*], during Seller's normal business hours
                    Seller's [*] and [*] to the [*] of the [*] and/or [*],
                    subject to such [*] of a mutually agreeable confidentiality
                    agreement. In the event Seller [*] Products, Spares and/or
                    Services in accordance with this Section 6, Buyer shall be
                    entitled to (a) with respect to any Product, Spare and/or
                    Service that Buyer has received, but has [*], a [*] in the
                    [*] and (b) with respect to any Product, Spare and/or
                    Service [*] an [*].

          6.5       Seller shall use [*] efforts to maintain a [*] program and
                    to ensure that the [*] are [*] at all times. If Buyer does
                    not consider the Prices aggressive and competitive, Buyer
                    shall have the right, at any time and from time to time, to
                    request an immediate meeting with Seller, and if a [*] is
                    mutually agreed upon by the parties, Seller shall use [*]
                    efforts to amend the Subject Terms to comply with this
                    Section 6 by entering into a new [*] Schedule.

          6.6       Seller shall deliver Products to Buyer on the date (the
                    "On-dock Date") and to the location (the "Specified
                    Location") specified in the related Order. If Seller
                    anticipates or becomes aware that it will not supply the
                    Products on the due-on-dock delivery date acknowledged by
                    Seller for any reason, Seller shall proactively notify Buyer
                    immediately after Seller has knowledge of the situation. The
                    notification may be communicated by facsimile, telephone,
                    electronic mail, or any other method agreed to by the
                    parties, provided that Seller shall obtain Buyer's actual
                    acknowledgment of the notice of anticipated delay. Seller
                    and Buyer will jointly develop alternatives to resolve any
                    late delivery of the Products, including use of premium
                    routing [*]. Seller will develop recovery plans with new
                    committed due-on-dock dates and communicate such plans to
                    Buyer within [*] business day of missed shipments.

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
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          6.7       The terms governing all Products, Spares and/or Services
                    received by Buyer will be interpreted in accordance with the
                    International Chamber of Commerce Incoterms 1990 Edition.
                    All N. American requirements for Products or Spares shall be
                    shipped F.O.B. [*] N. American location. Unless otherwise
                    mutually agreed, all Product and Spares received by Buyer at
                    any [*] will be received as [*], Incoterms 1990 Edition.
                    Once minimum volume run-rates are realized, Seller will
                    implement up to [*] buffer stock in hub(s), and [*]
                    inventory at seller's location of choice. Unless otherwise
                    expressly agreed to in writing by Seller, title and risk of
                    loss of Products shall pass to Buyer upon receipt of goods
                    by Buyer from [*].

          6.8       If Seller delivers Products, Spares and/or Services in more
                    than [*] Business Day advance of the On-dock Date therefor,
                    Buyer may, at its option, either (i) return such Products,
                    Spares and/or Services to Seller at Seller's risk and
                    expense, including but not limited to any transportation,
                    import, or export related expenses or duties, (in which case
                    Seller, at its expense, shall redeliver such Products or
                    Spares to Buyer on the correct On-dock Date therefor) or
                    (ii) retain such Products or Spares and make [*] on the date
                    [*] would have been [*] based on the [*] On-dock Date
                    therefor.

          6.9       Changes to delivery dates may only be made by Buyer's
                    authorized purchasing representatives, as specified by
                    Buyer. Buyer may, [*], issue Change Orders for Products or
                    Spares quantities and schedule dates in accordance with the
                    flexibility agreement attached as an Exhibit C hereto (the
                    "Flexibility Agreement"). All Change Orders must be provided
                    in writing by confirmed facsimile or email.

          6.10      In the event that Products or Spares scheduled for delivery
                    are more than [*] Business Day late, Buyer may (i) at its
                    request, require Seller, [*], to ship and deliver such
                    Products or Spares via a different mode of transportation or
                    (ii) pursue [*] available to Buyer, [*] or in [*],
                    consistent with the terms of this Agreement.

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
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          6.11      Buyer may measure Seller's On Time Delivery performance
                    against commitments for the purpose of establishing Seller's
                    rate of On Time Delivery, Lead-Time and cycle time
                    improvement against requirements of this Agreement. Unless
                    otherwise agreed to by the parties, On Time Delivery shall
                    mean delivery of scheduled Products no more than [*] days
                    early and [*] days late. Lead-Times for all Products, Spares
                    and/or Services ordered hereunder shall not exceed that
                    listed in Exhibit A and/or B, ("Product Part Numbers,
                    Descriptions, Unit prices and Lead-Times") and ("Spare Part
                    Numbers, Descriptions, Unit Prices and Lead-Times") attached
                    hereto.

     7.   PACKING, MARKING, AND SHIPPING INSTRUCTIONS

          7.1       Seller shall prepare and pack all Products and Spares in
                    accordance with the specifications identified in Exhibit K
                    or as mutually agreed to in writing.

          7.2       Seller shall mark, or cause to be marked, each shipping
                    container to adequately show Buyer's Order number, part
                    number, revision level, and quantity contained therein.
                    Packing list may be placed outside the box

     8.   QUALITY

          8.1       Seller shall ensure that all Products, Spares and/or
                    Services conform to the Specifications, drawings, samples,
                    revision levels and other descriptions designated in the
                    Product Schedule for such Products, Spares and/or Services.
                    The Specifications shall include any labeling requirements
                    as detailed in the Project Schedule or in Exhibit I.

          8.2       Seller shall establish and/or maintain a quality improvement
                    plan acceptable to Buyer. Seller's initial Quality Plan is
                    attached to this Agreement as an Exhibit D, Appendix 2 (the
                    "Quality Plan") and shall not be amended without Buyer's
                    prior written consent.

          8.3       Upon reasonable notice, Buyer shall be entitled to visit and
                    inspect Seller's facility sites during normal business hours
                    and Seller shall cooperate to facilitate such visits. Seller
                    authorizes and agrees to assist Buyer in performing sourcing
                    inspection and quality assurance reviews and or
                    certifications at Seller's manufacturing facilities and/or
                    its subcontractors or authorized agents. Buyer's inspections
                    shall in no way relieve Seller of its obligation to deliver
                    conforming Products, Spares and/or Services or waive Buyer's
                    right of inspection and acceptance at the time the Products
                    and Spares are delivered, nor does said right of inspection
                    waiver any rights under the warranty provisions.

* Certain information on this page has been omitted and filed separately with
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          8.4       At Buyer's request, Seller shall provide Buyer with relevant
                    inspection, quality, and reliability data.

     9.   CHANGES

          9.1       Buyer may from time to time request a change in the
                    Specifications for the Products, Spares and/or Services, and
                    Seller shall commercially reasonable efforts to evaluate and
                    respond in writing to such change request within [*]
                    business days. If Buyer's changes result in a material
                    change in Seller's costs or in the time for performance,
                    Seller and Buyer shall negotiate in good faith such
                    adjustments as the parties deem appropriate to address such
                    changes.

          9.2       Except for Mandatory Engineering Changes (as defined below),
                    no changes shall be made by Seller in the form, fit, or the
                    function of the Product or Spares to be purchased hereunder
                    without Buyer's prior written approval. Seller agrees to use
                    commercially reasonable efforts to (i) provide [*] days
                    notice to Buyer of any changes to form, fit, function, [*],
                    or [*] for the Products or Spares, and (ii) ensure that such
                    changes do not compromise specifications, quality, or
                    reliability of Products ordered by Buyer. Buyer shall review
                    any proposed change within [*] business days of such notice
                    and provide Seller with written approval of such proposed
                    change or request samples which incorporate the proposed
                    change. In the event samples are requested, Buyer will have
                    an additional [*] business days to accept or reject in
                    writing the proposed changes. In the event Buyer fails to
                    respond in writing within the applicable period, the
                    proposed change will be deemed accepted by Buyer.

* Certain information on this page has been omitted and filed separately with
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          9.3       Seller shall provide notice to Buyer within [*] business
                    days of becoming aware of the need to make any Mandatory
                    Engineering Changes to Buyer in "Mandatory Engineering
                    Change" as used herein shall mean any mechanical, electrical
                    firmware or other change which is necessary to (i) the
                    Products or Spares previously furnished, (ii) Product(s) or
                    Spares to be furnished to Buyer by Seller, to Products or
                    Spares meet the specifications outlined in Exhibit F,
                    reliability, safety, agreed to in Exhibit F and/or to insure
                    continuity of supply. Seller shall promptly make the
                    Mandatory Engineering Change at no charge to Buyer for
                    Products and Spares not yet shipped to Buyer. If the
                    Mandatory Engineering Change is applicable to previously
                    delivered Products and Spares to conform to the applicable
                    revised specifications, the change shall be supplied in the
                    form of a mandatory field exchange kit ("Field Kit") at no
                    charge to Buyer. Buyer may (i) exchange the Field Kit
                    itself, and either [*] for, or [*], which will include
                    Buyer's [*] for doing so; (ii) return the affected Products
                    and Spares to Seller, FOB [*], and Seller will make the
                    change at no cost to Buyer, or (iii) a combination of (i) or
                    (ii) as stated within this Section.

     10.  INSPECTION AND ACCEPTANCE

          10.1      Products, Spares and/or Services purchased or to be
                    purchased pursuant to this Agreement shall be subject to
                    inspection and test by Buyer at all times (including during
                    the period of manufacture or development) and places
                    (including Seller's facilities or Seller's subcontractor
                    facilities). Unless otherwise specified in the Order, final
                    inspection and acceptance of Products, Spares and/or
                    Services by Buyer shall be at Buyer's facilities. Buyer
                    reserves the right to reject Defective Products discovered
                    after [*] days of the date of delivery. Products which have
                    not been accepted or rejected in writing by Buyer within [*]
                    days of the date of [*] will be deemed accepted by Buyer.
                    The remedy for Defective Products discovered after [*] days
                    shall be as set forth under the terms of Section 11
                    "Warranty".

          10.2      If Buyer returns Defective Products to Seller for
                    correction, credit or replacement, Seller shall repair or
                    replace same within [*] business days of receipt thereof.
                    Seller shall bear [*] risk and [*] associated with replacing
                    or repairing verified Defective Products and [*] Seller
                    agrees to provide failure verification of Defective Products
                    within [*] business days after receipt thereof and failure
                    analysis within an additional [*] business days. Seller will
                    also provide Buyer with a written corrective action report
                    addressing the steps that will be taken to eliminate the
                    recurrence of the problem, and will use commercially best
                    efforts to implement the actions addressed in such report.

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
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                                       12
<PAGE>   14

          10.3      Seller shall reimburse Buyer for the out-of-pocket costs for
                    any special inspection measures deemed necessary by mutual
                    agreement.

     11.  WARRANTY

          11.1      Seller hereby warrants (a) that for [*] months from the date
                    of shipment of Products and/or Spares by Buyer that all
                    Products and/or Spares shall conform to applicable
                    specifications drawings, samples, and descriptions referred
                    to in this Agreement. Seller further represents and warrants
                    that Products and/or Spares purchased hereunder shall (i)
                    vest in Buyer good and valid title to such Products or
                    Spares free and clear of all liens, security interests,
                    encumbrances, burdens and other claims, and (ii) that
                    Products or Spares do not infringe any U.S. patent issued as
                    of the Effective Date, copyright or trade secret of any
                    third party. The warranty for replaced or repaired Products
                    or Spares shall be the remainder of the original Products
                    and Spares warranty or [*] days, whichever is longer.

          11.2      Upon discovery of a Defective Product during the warranty
                    period, Buyer shall promptly notify Seller in writing of
                    such Defective Product, including a detailed description of
                    the applicable defect, and promptly return such Defective
                    Product to Seller's facility. Seller will, at its option,
                    repair or replace the Defective Product, or credit an amount
                    equal to the [*], whichever is lower, for such Defective
                    Product. Seller shall bear all costs related to the
                    replacement or repair of Defective Product, including the
                    costs of the relevant turn-around shipment. Buyer shall use
                    commercially reasonable efforts to ensure that all Products
                    to be returned to Seller are verified to be defective. In
                    the event that Product(s) returned to Seller as defective
                    are determined to be No-Trouble-Found (NTF), Seller shall
                    return the Product to Buyer. In the event that NTF's exceed
                    [*] of the total returns over a [*] day period, Buyer may
                    subject to the NTF charge as listed in Exhibit E. THE
                    REMEDIES SET FORTH IN THIS SECTION 11.2 SHALL BE BUYER'S
                    SOLE AND EXCLUSIVE REMEDIES IN THE EVENT OF A BREACH OF THE
                    LIMITED WARRANTIES SET FORTH IN SECTION 11.1(A).

          11.3      As further provided in Section 31.10, IN NO EVENT WILL [*]
                    BE RESPONSIBLE TO THE OTHER FOR ANY INCIDENTAL OR
                    CONSEQUENTIAL DAMAGES ARISING OUT OF THIS WARRANTY. HOWEVER,
                    NOTHING HEREIN SHALL BE DEEMED AN ASSUMPTION BY EITHER PARTY
                    OF LIABILITY THAT THE OTHER PARTY HAS IN CONTRACT OR AT LAW,
                    WITH REGARD TO ANY THIRD-PARTY CLAIMS.

* Certain information on this page has been omitted and filed separately with
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omitted portions.


                                       13
<PAGE>   15

          11.4      Seller warrants that Seller has not previously or otherwise
                    granted any rights to any third party which conflict with
                    the rights granted herein; as of the Effective Date, to
                    Seller's knowledge, there is no litigation, arbitration, or
                    other pending proceeding, pending or threatened with regard
                    to Seller before any court or any other governmental or
                    administrative agency that would interfere with Seller's
                    ability to provide the Products or Spares to Buyer under the
                    terms of this Agreement; that, as of the Effective Date, no
                    judgment, order, injunction or decree of any court or any
                    other governmental or administrative agency regarding
                    Products, Spares and/or Services have been entered against
                    or served upon Seller; and that Seller has the full power
                    and authority to enter into this Agreement, to carry out
                    Seller's obligation, as set forth herein and grant the
                    rights granted herein.

          11.5      Seller represents and warrants that all Products, Spares
                    and/or Services provided to Buyer under this Agreement
                    including own operating and manufacturing systems
                    ("Systems") used in support of providing Products, Spares
                    and/or Services to Buyer will operate accurately in the
                    manner in which they are intended as it relates to date
                    related operations when given a valid date containing
                    century, year, month and day, including, but not limited to,
                    the following specific performance features: (i) the
                    Products, Spares and Systems must accurately calculate and
                    execute dates using a four digit year; (ii) the Products,
                    Spares and Systems' functionality (on-line and batch),
                    including but not limited to entry, inquiry, maintenance and
                    update, must accurately support and execute four digit year
                    processing; (iii) the Products, Spares and Systems'
                    interfaces and reports must accurately support and execute
                    four digit processing; (iv) the Products, Spares and Systems
                    shall accurately execute the translations into the year 2000
                    with the correct system date (e.g., 1/1/2000) without human
                    intervention; (v) the Products, Spares and Systems must
                    accurately process with a four digit year after transition
                    to and beyond the year 2000, including accurate calculations
                    of leap year, without human interventions; and (vi) the
                    Products, Spares and Systems must accurately provide results
                    in forward and backward date calculation spanning century
                    boundaries, and shall accurately convert years previously
                    stored as two digits to four digits. The foregoing
                    representations and warranties shall not apply to the extent
                    that any such failure arises from any third party software
                    and/or firmware. In the event of any breach by Seller of the
                    foregoing representations and warranties, Seller shall, upon
                    receipt of written notice from Buyer and at Seller's sole
                    option, either: (i) use commercially

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                                       14
<PAGE>   16

                    reasonable efforts to promptly correct any such
                    nonconformance in the affected Products, Spares and/or
                    Systems; or (ii) [*] by Buyer to Seller for such Products,
                    Spares and/or Systems. THE FOREGOING REMEDIES SHALL BE
                    BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE
                    REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION
                    11.5.

          11.6      Software Warranty/Maintenance Seller warrants the Product
                    base Fabric OS and optional features (i.e. WebTools, Zoning,
                    etc) for a period of [*] days. Remedial fixes and [*] are
                    provided during this warranty period.

          New functionality may be provided as a new optional feature to enhance
          the functionality provided by the Product (i.e. Remote Fabrics).
          Seller [*] new license keys to enable these features (i.e. Webtools,
          Zoning, SES etc, users need to purchase a license key to enable new
          features.)


     12.  OUT OF WARRANTY REPAIRS AND SPARES AVAILABILITY

          12.1      Seller agrees to refurbish to a mutually agreed "minimum
                    acceptance level" any Products and Spares no longer covered
                    by the express warranties set forth elsewhere in this
                    Agreement (an "Out of Warranty Product") at the
                    refurbishment prices and according to the terms set forth in
                    Exhibit B ("Spare Part Numbers, Descriptions, Unit Prices
                    and Lead-Times") attached hereto.

          12.2      In addition, Seller shall make available for purchase by
                    Buyer replacement and repair Spares for Products in
                    accordance with the terms set forth in the applicable
                    Exhibit B attached hereto.

* Certain information on this page has been omitted and filed separately with
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                                       15
<PAGE>   17

     13.  TERM OF AVAILABILITY

          13.1      In consideration for Buyer's purchase of any Products or
                    Spares hereunder, Seller grants to Buyer the option to
                    purchase replacement Products and Spares at the last
                    revision level purchased under this Agreement for the period
                    [*] after Seller's formal "End of Life" or "EOL"
                    notification during the term of this Agreement (or the
                    Agreement's termination, as applicable), or for as long as
                    said Products or Spares is made available to any of Seller's
                    other customers, whichever is the later. Buyer shall use
                    commercially reasonable efforts to provide Seller with a
                    forecast for Buyer's anticipated purchases of Products and
                    related Spares for each Product within [*] days of the date
                    of "EOL" notification or the termination of this Agreement,
                    as applicable, and Seller shall make commercially reasonable
                    efforts, to provide Product or Spares in excess of such a
                    forecast.

          13.2      Thereafter, Seller may discontinue availability of Products
                    or Spares by giving Buyer [*] months prior written notice,
                    provided that, at Buyer's option, Seller shall sell Buyer,
                    pursuant to a last time Purchase Order for each Product
                    placed by Buyer prior to the expiration of such [*] month
                    period

                    sufficient quantities of Products and/or Spares [*]
                    necessary. Such last time purchase order shall be a
                    non-cancellable order and delivery must be scheduled to
                    occur within the above [*] month window. Seller shall use
                    reasonable efforts to delay [*] for the Products until
                    Seller deems necessary to meet Buyer's requested deliveries.
                    Should Buyer not require all of Product on such final order,
                    Seller shall make commercially reasonable efforts to [*] and
                    [*] for Buyer. Buyer shall pay all reasonable documented
                    costs including, but not limited to material, labor,
                    overhead as charged to Seller by Seller's subcontract
                    manufacturer, and reasonable profit margin. Such cost
                    liability shall be no more than the purchase price for the
                    Products.

          13.3      The parties shall negotiate in good faith the Terms and
                    Conditions of the purchase set forth in Sections 13.1. and
                    13.2 above. However, in no event shall the [*] for Products
                    or Spares, or any other charges related to Buyer's exercise
                    of its rights in Section 13.2 above, [*] then [*] to
                    Seller's other customers for [*] of Products or Spares.

* Certain information on this page has been omitted and filed separately with
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                                       16
<PAGE>   18

     14.  PAYMENT

          14.1      Buyer shall make payment in full for the purchase price of
                    all Products, Spares and/or Services purchased hereunder
                    (other than items disputed by Buyer in good faith) and
                    received by Buyer on or before the [*] day after the date of
                    Seller's invoice; provided, Seller's invoice shall not be
                    dated earlier than the shipment date of Products covered
                    thereby.

          14.2      Unless otherwise specified in an Exhibit or otherwise agreed
                    to in writing by the parties, payment shall be made in U.S.
                    dollars.

     15.  TERMINATION

          15.1      Either party (the "Non-Defaulting Party") may terminate this
                    Agreement and/or any Order issued hereunder at any time by
                    written notice to the other party (the "Defaulting Party")
                    upon the occurrence of a Default by the Defaulting Party
                    This Agreement shall terminate on the date of such written
                    notice (the "Termination Date").

          15.2      Upon termination by Seller of this Agreement and/or any
                    Order due to Buyer's Default or upon termination by Buyer
                    for reasons other than Seller's Default, Buyer's liability
                    shall be to purchase the Products and Spares in accordance
                    with Exhibit C and any and all Products and Spares that
                    Buyer has received and had not previously paid for.
                    Notwithstanding the foregoing, Seller may exercise any other
                    remedies available to Seller at law or in equity.

          15.3      Upon termination by Buyer of this Agreement and/or any Order
                    due to Seller's Default, Buyer may, at its option, (i)
                    return Defective Products to Seller, [*] , (ii) return
                    Defective Products to Seller for Seller's correction or
                    replacement or (iii) [*] any [*] as Buyer may have [*] or
                    [*] that are consistent with the other provisions of this
                    Agreement. Products or Spares required to be corrected or
                    replaced shall be subject to the same inspection and
                    acceptance provisions of this Agreement as Products or
                    Spares originally delivered under any Order.

     16.  FORCE MAJEURE

          16.1      Neither party shall be liable for its failure to perform any
                    of its obligations hereunder during any period in which
                    performance is delayed by fire, flood, war, embargo, riot or
                    an unforeseeable intervention of any government authority
                    that causes complete business interruption ("Force
                    Majeure"), provided that the party suffering such delay
                    immediately notifies the other party of the delay.

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                                       17
<PAGE>   19

          16.2      If, however, either party's (the "Delayed Party")
                    performance is delayed for reasons set forth above for a
                    cumulative period of [*] days or more, the other party,
                    notwithstanding any other provision of this Agreement to the
                    contrary, may terminate this Agreement and/or any Order
                    issued hereunder by [*] to the Delayed Party. In the event
                    of such termination by either party, Buyer's [*] hereunder
                    shall be for the [*] to Seller of [*] and owing for Products
                    or Spares previously delivered by Seller and accepted by
                    Buyer or on order as of the date of termination pursuant to
                    the Flexibility Model in Exhibit C. In the event the parties
                    do not [*] and/or [*] due to a Force Majeure, the time for
                    performance or cure will be extended for a period equal to
                    the duration of the Force Majeure.

     17.  NOTICES

        Any notice given under this Agreement shall be written or sent by telex
        or facsimile. Written notice shall be sent by registered mail or
        certified mail, postage prepaid, return receipt requested, or by any
        other overnight delivery service which delivers to the noticed
        destination, and provides proof of delivery to the sender. Any telex or
        facsimile notice must be followed within three (3) days by written
        notice. All notices shall be effective when first received at the
        following addresses:
<TABLE>
        <S>                                       <C>

        If to Seller:                             If to Buyer:

        CFO                                       Corporate Commodity Manager
        ------------------------------------                                 --------------------
        Brocade Communications                    Compaq Computer Systems
        ------------------------------------                             ------------------------
        1901 Guadalupe Pkwy                       20555 SH 249
        ------------------------------------                   ----------------------------------
        San Jose, CA 95131                        Houston, TX 77269-2000
        ------------------------------------                             ------------------------

        with copies to:                           with copies to;

        Compaq Sales Executive
        ------------------------------------      ------------------------------------------------
        Brocade Communications Systems
        ------------------------------------      ------------------------------------------------
        1901 Guadalupe Parkway
        ------------------------------------      ------------------------------------------------
        San Jose, CA 95131
        ------------------------------------      ------------------------------------------------
</TABLE>


* Certain information on this page has been omitted and filed separately with
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                                       18
<PAGE>   20

     18.  COMPLIANCE WITH LAWS

          18.1      All Products or Spares supplied and work performed under
                    this Agreement shall comply with all applicable United
                    States and foreign laws and regulations including, but not
                    limited to, emission and safety standards, the Occupational
                    Safety and Health Act (29 U.S.C. Sections 651 et seq.), the
                    Fair Labor Standards Act of 1938 (29 U.S.C. Sections
                    201-219), the Toxic Substance Control Act of 1976 (15 U.S.C.
                    Section 2601), all laws restraining the use of convict
                    labor, and Worker's Compensation Laws. Upon request, Seller
                    agrees to certify compliance with any applicable law or
                    regulations. Seller's failure to comply with any of the
                    requirements of this Section may result in a material breach
                    of this Agreement.

          18.2      The following provisions and clauses of the Federal
                    Acquisition Regulation (FAR), 48 CFR Chapter 1, are hereby
                    incorporated by reference, with the same force and effect as
                    if they were given in full text and are hereby made binding
                    upon the subcontractor or vendor, if applicable. Where the
                    clauses or provisions say "Contractor", substitute
                    "subcontractor or vendor."

                   1) Nonexempt Subcontracts and Purchase Orders over $2,500:
                   52.222-36 Affirmative Action for Handicapped Workers (APR
                   1984)

                   2) Nonexempt Subcontracts and Purchase Orders over $10,000 or
                   subcontracts and Purchase Orders the aggregate value of which
                   in any twelve month period exceeds or can be expected to
                   exceed $10,000: 52.222-26 Equal Opportunity (APR 1984)

                   3) Nonexempt Subcontracts and Purchase Orders over $10,000:
                   55.222-21 Certification of Nonsegregated Facilities (APR
                   1984) 52.222-35 Affirmative Action for Special Disabled and
                   Vietnam Era Veterans (APR 1984)

          18.3      This Agreement is subject to all applicable United States
                    laws and regulations relating to exports and to all
                    administrative acts of the U.S. Government pursuant to such
                    laws and regulations.

          18.4      The 1980 United Nations Convention on contracts for the
                    international sale of goods shall not apply to this
                    Agreement or any Order issued under this Agreement.

          18.5      Seller agrees to comply with all terms and conditions of the
                    Compaq Supplier Compliance Policy, attached as Exhibit G
                    hereto.

          18.6      In the event that Buyer licenses any Software to the U.S.
                    Government, Buyer shall identify such Software to the
                    Government as "commercial computer software" developed
                    exclusively at private expense, and in accordance with FAR
                    Section 12.212


                                       19
<PAGE>   21

                    or Defense FAR Supplement Section 227-7202, as applicable.
                    Buyer shall license the Software to the Government in
                    accordance with the terms of the Alliance Master Agreement
                    dated April 16, 1999.

     19.  INDEMNITY AND REMEDIES

          19.1      Seller shall indemnify, defend and hold harmless Buyer and
                    its Affiliates and their respective directors, officers,
                    shareholders, employees and agents ("Buyer Indemnified
                    Parties") from and against any and all claims, demands,
                    suits, actions, judgments, costs and liabilities (including
                    attorneys' fees) (each, an "Indemnified Loss"), relating to
                    or arising out of any allegation that Products or Spares
                    furnished under this Agreement infringe or violate any U.S.
                    patent issued as of the Effective Date, copyright or trade
                    secret of any third party and shall pay all costs and
                    damages awarded; provided, the foregoing indemnity shall not
                    apply to the extent any such claim is attributable solely to
                    design specifications furnished by Buyer to Seller. If an
                    injunction or exclusion order preventing the use, sale,
                    lease license, or other distribution of the Products or
                    Spares of any part thereof of the Products or Spares results
                    from such a claim (or, if Buyer [*] such an injunction is
                    [*]) Seller shall, at its expense, and at Buyer's request,
                    use commercially reasonable efforts to [*] for Buyer the [*]
                    to [*] the Products or Spares. In the event that Seller
                    cannot [*] for Buyer, Seller shall be deemed to have
                    breached its warranty set forth in Section 11.1 and
                    thereupon Seller shall [*] all such Products and Spares from
                    Buyer at the [*]. The foregoing indemnity obligation shall
                    not extend to any claims of infringement arising out of or
                    related to (i) a modification of the Products and/or Spares
                    by anyone other than Seller without Seller's prior written
                    consent; (ii) a combination of the Products and/or Spares
                    with any third party software or hardware where such
                    combination is the cause of such infringement; (iii) the use
                    of a version of Software other than the then-current version
                    if infringement would have been avoided with the use of the
                    then-current version; and (iv) any design specifications
                    provided by Buyer to Seller. The foregoing sets forth
                    Buyer's sole and exclusive remedy with respect to claims of
                    infringement of third party intellectual property rights of
                    any kind.

          19.2      Seller shall defend, indemnify and hold Buyer, its officers,
                    directors, agents and employees harmless from and against
                    any and all claims, [*], expenses (including reasonable
                    attorney's fees), [*], or judgments ("Claims") which are
                    caused by Seller and result from or arise out of:

          19.2.1    The [*] of Seller's agents, employees or subcontractors
                    (Personnel), or equipment [*] of Buyer or its customers; or

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                                       20
<PAGE>   22

          19.2.2    The [*] by Seller or its Personnel of any [*] for or on
                    behalf of Buyer; or

          19.2.3    The [*] or [*] of Seller or its Personnel; or

          19.2.4    The use by Seller or its Personnel of [*] or [*] whether or
                    not any [*] are [*] upon the [*] of such [*] or Buyer's, its
                    agents', or employees' [*] in permitting its use. Permission
                    by Buyer to use any such [*] shall be gratuitous.

          19.2.5    The use of any [*] and/or [*].

          19.3      Buyer shall defend, indemnify and hold Seller, its officers,
                    directors, agents and employees harmless from and against
                    any and all Claims which result from or arise out of any
                    design specifications provided by Buyer to Seller.

          19.4      In the event one party (the "Indemnifying Party") is
                    obligated to indemnify the other party (the "Indemnified
                    Party") under this Agreement, this obligation is contingent
                    upon the Indemnified Party providing the Indemnifying Party
                    with prompt written notice of any claim for which
                    indemnification is required, tender the defense of any such
                    claim to the Indemnifying Party, provide full cooperation
                    for such defense at the Indemnifying Party's expense. The
                    Indemnified Party shall not settle a claim without the
                    Indemnifying Party's prior written approval. The Indemnified
                    Party may participate in any such defense or settlement with
                    counsel of its own choosing at its expense.

          19.5      Except as otherwise provided in this Agreement, upon the
                    occurrence of a Default by a party hereto the other party
                    shall be entitled to exercise such rights and remedies as
                    are available at law or in equity

          19.6      [*] SHALL BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES
                    (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND
                    UNLIQUIDATED INVENTORY). INDIRECT, SPECIAL OR PUNITIVE
                    DAMAGES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
                    POSSIBILITY OF SUCH DAMAGES EXCEPT (I) IN CONNECTION WITH A
                    BREACH OF THE [*] SET FORTH IN THIS AGREEMENT AND (II) TO
                    THE EXTENT ANY SUCH DAMAGES ARE A PART OF AN [*] AGAINST
                    WHICH BUYER IS ENTITLED TO BE [*] PURSUANT TO THE OTHER
                    PROVISIONS OF THIS SECTION 19.

        * 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.


                                       21
<PAGE>   23

     20.  TRADEMARKS; LOGOS

        Seller is authorized to use the Compaq logo and trademark only to the
        extent necessary to meet the required specification for the Products. No
        other rights with respect to Buyer's trademarks, trade names or brand
        names are conferred, either expressly or by implication, upon Seller.

     21.  GRATUITIES

        Each party represents that it has not offered nor given and will not (i)
        offer nor give any employee, agent, or representative of the other party
        any gratuity, or (ii) influence such person's normal job
        responsibilities in any way with a view toward securing any business
        from the other party or influencing such person with respect to the
        business between the parties.

     22.  INSURANCE

          22.1      Seller shall maintain such minimum insurance coverage as
                    listed below.

          22.2      Seller agrees to carry at all times and with financially
                    reputable companies insurance of the kinds and in the
                    amounts listed below:

                    a. WORKER'S COMPENSATION Statutory limits in each state in
                       which Supplier is required to provide Worker's
                       Compensation coverage including "All States" and
                       Voluntary Compensation" endorsement;

                    b. EMPLOYER'S LIABILITY -- with limits not less than [*]
                       Bodily Injury Each Accident; [*] Disease - Policy Limit,
                       [*] Disease - Each Employee;

                    c. COMPREHENSIVE GENERAL LIABILITY for Bodily Injury and
                       Property Damage - including Premises/Operations,
                       Products/Completed Operations, Contractual Liability,
                       Independent Contractor's Liability, Broad Form Property
                       Damage, Personal/Advertising Injury with a limit of not
                       less than [*] per occurrence and [*] in the annual
                       aggregate;

                    d. AUTOMOBILE LIABILITY For owned, non-owned, leased and
                       hired vehicles with a combined single limit of not less
                       than [*] for Bodily Injury and Property Damage;

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                                       22
<PAGE>   24
                    e. EXCESS/UMBRELLA LIABILITY [*] following form over
                       underlying liability coverages;

                    f. Insuring loss of or damage to goods, tools, equipment
                       owned by Compaq Computer Corporation, to the attention of
                       the Corporate Risk Management Department, indicating that
                       the insurance policies of the kind and limits listed
                       above are in effect for the full term of the Agreement.
                       Such Certificates of Insurance shall be kept current and
                       on file with Corporate Risk Management until the
                       conclusion of the term of this Agreement;

                    g. LEGAL LIABILITY insuring loss or damage to goods,
                       tools and equipment in Seller's care, custody and control
                       with a limit of not less than [*] per occurrence. Any
                       claims that occur shall be deemed to be valued at full
                       replacement cost (dealer sales cost).

     23.  CONFIDENTIAL INFORMATION

          23.1      The parties hereto will keep the terms of this Agreement
                    confidential and will not disclose such terms to any third
                    party except: (i) with the prior written consent of the
                    other party; (ii) as may be required by law or legal
                    process, including to legal and financial advisors in their
                    capacity of advising a party in such manners; (iii) in
                    confidence to its legal counsel, accountants, banks and
                    financing sources and their advisors solely in connection
                    with complying with financial transactions; or (iv) to the
                    extent disclosed in any mutually agreed press release.

          23.2      "Confidential Information" means all non-public information
                    that the party disclosing the information (the "Disclosing
                    Party") designates at the time of disclosure as being
                    confidential, or if disclosed orally or visually is
                    identified as such prior to disclosure and summarized, in
                    writing, by the Disclosing Party to the receiving party (the
                    "Recipient") within [*] days, or which, under the
                    circumstances surrounding disclosure, the Recipient knows or
                    has reason to know should be treated as confidential without
                    the need to be marked as "confidential", including without
                    limitation, the terms and conditions of this Agreement, and
                    information regarding either party's financial condition,
                    business opportunities, plans for development of future
                    products or new versions of existing products, know-how,
                    technology or customers.

* Certain information on this page has been omitted and filed separately with
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                                       23
<PAGE>   25

          23.3      A party receiving Confidential Information agrees (a) that
                    it shall use the same degree of care and means that it
                    utilizes to protect its own information of a similar nature,
                    but in any event not less than reasonable care and means, to
                    prevent the unauthorized use or the disclosure of such
                    confidential information to third parties, (b) not to
                    disclose or use any of such Confidential Information for any
                    purpose except as necessary and consistent with the terms of
                    this Agreement, (c) to limit the use of and access to such
                    Confidential Information to such employees and
                    subcontractors who have a need to know such Confidential
                    Information and have signed legally binding non-disclosure
                    agreements, and (d) that it will promptly notify the other
                    party in writing of any unauthorized disclosures and/or use
                    thereof. The aforementioned notice shall include a detailed
                    description of the circumstances of the unauthorized
                    disclosure or use and the parties involved therewith.

          23.4      Both parties agree that the party receiving Confidential
                    Information will maintain such Information in confidence for
                    a period of [*] years from the date of disclosure of such
                    Confidential Information.

          23.5      Each party shall protect the other party's Confidential
                    Information to the same extent that it protects it own
                    confidential and proprietary information and shall take all
                    reasonable precautions to prevent unauthorized disclosure to
                    third parties.

          23.6      The parties acknowledge that the unauthorized disclosure of
                    such Confidential Information will cause irreparable harm.
                    Accordingly, the parties agree that the injured party shall
                    have the right to seek immediate injunctive relief enjoining
                    such unauthorized disclosure.

          23.7      The provisions of this Section 23 shall not apply to
                    information (i) known to the receiving party at the time of
                    receipt from the other party, (ii) generally known or
                    available to the public through no act or failure to act by
                    the receiving party, (iii) furnished to third parties by the
                    disclosing party without restriction on disclosure, (iv)
                    furnished to the receiving party by a third party as a
                    matter of right and without restriction on disclosure or (v)
                    furnished as required by court order or similar governmental
                    authority or by the imminent likelihood thereof or by
                    applicable law.

* Certain information on this page has been omitted and filed separately with
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                                       24
<PAGE>   26

          23.8      Immediately upon termination of this Agreement or at the
                    request of the other party, each of the parties shall
                    promptly return all materials in its possession containing
                    Confidential Information of the other party.

     24.  DOCUMENTATION, TRAINING AND TECHNICAL SUPPORT

          24.1      During the Term, Seller shall supply the documentation, and
                    technical support as listed in attached Exhibit H hereto
                    (Documentation and Technical Support).

          24.2      Seller hereby grants to Buyer a worldwide, nonexclusive,
                    nontransferable right to use, reproduce (in whole or in
                    part), have reproduced, [*] of, and distribute the Seller's
                    end user documentation and derivatives thereof through
                    multiple tiers of distribution. Buyer agrees to defend,
                    indemnify, hold Seller, its agents, officers and employees
                    harmless from all claims, losses, damages, costs or
                    liabilities arising from, resulting from or relating to the
                    introduction of Buyer of any inaccuracies, misstatements or
                    material omissions into such documentation or any
                    derivatives thereof except that Seller shall have no
                    liability for any errors or omissions introduced into the
                    documentation by Buyer's modifications or derivative works.

          24.2      Seller hereby grants to Buyer a worldwide, nonexclusive,
                    nontransferable right to use internally all documentation
                    supplied by Seller for purposes of implementation,
                    maintenance and support of the Products and Spares and any
                    development necessary to integrate the Products and Spares
                    into Products.

     25.  COUNTRY OF ORIGIN, DUTY DRAWBACK

          25.1      "Country of Origin" Marking: The Seller shall mark, in
                    English, all Products - with the Country of Origin
                    (manufacture),in compliance with Section 304 of the United
                    States Tariff Act. Both the Products and its container must
                    be conspicuously marked with the Country of Origin per
                    Buyer's Labeling Specification in Exhibit I . If the
                    Products itself cannot be marked legibly due to size, then
                    its immediate container must be marked. signed certificate
                    stating Country of Origin (manufacture) by quantity and part
                    number (Buyer's and Seller's).

* 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.


                                       25
<PAGE>   27

     26.  BUYER OWNED PROPERTY

        Any tools, drawings, specifications, or other materials furnished by
        Buyer for use by Seller in its performance under this Agreement or any
        Order issued hereunder shall be identified and shall remain the property
        of Buyer and shall be used by Seller only in its performance hereunder.
        Seller shall keep such material, tools, drawing, and specifications
        separate and identified as Buyer owned property. Such property shall be
        delivered, upon request, to a destination specified by Buyer in good
        condition, except for normal wear and tear.

     27.  SIMILAR PRODUCTS

        Seller understands that Buyer designs, develops and acquires hardware
        and software for use with its own computer system products, and that
        existing or planned hardware and software independently developed or
        acquired by Buyer may contain ideas and concepts similar or [*] to those
        contained in the Products and/or Spares. Seller agrees that entering
        this Agreement shall not preclude Buyer in any way, from using such
        ideas or concepts to develop or acquire similar hardware or software for
        any purpose, [*], provided Buyer does not (i) copy for such use, in
        whole or in part, the Seller's Products and/or Spares.

     28.  RIGHTS IN DEVELOPMENTS REFERENCE ALLIANCE AGREEMENT

        The rights in any custom development to the products developed by Seller
        pursuant to this Agreement shall be as specified in the Alliance Master
        Agreement # MA-99-105 entered into by the parties as of April 16, 1999.

        * 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.


                                       26
<PAGE>   28

     29.  EMBEDDED SOFTWARE

        Seller hereby grants to Buyer a non-exclusive, non-transferable,
        worldwide license to market and distribute, in object code form only,
        the Software (and to sublicense the Software, in object code form only,
        directly or through Buyer's channels of distribution) as a component of
        the relevant Products or Spares as part of or in conjunction with Buyer
        Products. Title to and ownership of the Software in the unmodified
        Products or Spares, Updates and Enhancements delivered by Seller will at
        all times remain the property of Seller or Seller's licensers unless
        otherwise agreed to in writing by the parties. Except as expressly set
        forth herein, Buyer agrees not to reproduce, copy, modify, translate,
        disassemble, reverse engineer or otherwise attempt, or permit others to
        attempt, to discover the source code of the Software, in whole or in
        part, except to the extent that such prohibition is restricted by
        applicable law. Upon mutual written agreement of the parties, [*] all
        Proprietary Rights in all modifications, Enhancements and derivative
        works of the Products or Spares developed by [*], subject to Seller's
        ownership of the Products and/or Spares.

     30.  [*]

        If there is a [*] representing the [*] of [*] or more of the [*] of
        Seller by one (1) of the [*] set forth in Exhibit M (a [*] ) and as a
        result of such [*], Buyer's access to technology relating to the
        Products is [*], Buyer may (i) [*] the then-current Seller technology
        for a mutually [*], or (ii) [*] the then-current Products [*] from
        Seller's third party [*] (currently [*]) for a period of up to [*] years
        following such [*] or until expiration of that certain Alliance
        Agreement between the parties dated April 16, 1999, whichever occurs
        first. Within [*] days after the date of this Agreement with respect to
        [*], and prior to contracting with any new or additional [*] for
        Products, Seller shall enter into a written agreement with any such [*]
        that will grant all rights to such [*] necessary to effectuate the
        intent of this Section 30. In the event that Seller fails to do so, the
        parties expressly agree that Buyer may provide a copy of the relevant
        portion of this Agreement to any such [*] (including [*]) and such [*]
        (including [*]) shall be entitled to rely on this Section 30 as
        representing Seller's approval of the [*] of Products [*] to Buyer
        without the necessity of any further action or approval by Seller. This
        Section 30 is not exercisable as long as Seller is not subject to a [*]
        involving one of the companies on Exhibit M

     31.  GENERAL

        31.1 SECTIONS 5, 10, 11, 13, 14, 15, 16, 17, 18, 19, 23, 27, 28 AND 31
        of this Agreement shall survive any such expiration or termination and
        remain in effect.

* 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.


                                       27
<PAGE>   29

          31.2      If any provision or provisions of this Agreement shall be
                    held to be invalid, illegal or unenforceable, such provision
                    shall be enforced to the fullest extent permitted by
                    applicable law and the validity, legality and enforceability
                    of the remaining provisions shall not in any way be affected
                    or impaired thereby.

          31.3      Any waiver of any kind by a party of a breach of this
                    Agreement must be in writing, shall be effective only to the
                    extent set forth in such writing and shall not operate or be
                    construed as a waiver of any subsequent breach. Any delay or
                    omission in exercising any right, power or remedy pursuant
                    to a breach or Default by a party shall not impair any
                    right, power or remedy which either party may have with
                    respect to a future breach or Default.

          31.4      Neither party shall export, re-export or otherwise disclose,
                    directly or indirectly, technical data received from the
                    other party or the product of such technical data to any
                    person or destination when such export, re-export or
                    disclosure is prohibited by the laws of the United States or
                    regulations of a Department of the United States.

          31.5      Neither Seller nor Buyer shall take [*] against disputed
                    amounts, or amounts not yet due and payable under this
                    Agreement. In the event an undisputed amount is past due
                    based upon the agreed terms, [*].

          31.6      To the extent the confidentiality provisions set forth in
                    Section 23 conflict with confidentiality provisions set
                    forth in any other confidentiality or non-disclosure
                    agreement between the parties hereto, this Agreement
                    represents the entire agreement with respect to the subject
                    matter hereof and supersedes all prior discussions and
                    agreements between the parties relating to the subject
                    matter hereof. This Agreement can be modified only by a
                    written amendment duly signed by persons authorized to sign
                    agreements on behalf of both parties, and shall not be
                    supplemented or modified by any course of dealing or trade
                    usage. Variance from or addition to the terms and conditions
                    of this Agreement in any Order, or other written
                    notification from Seller will be of no effect. Seller,
                    including its servants, agents and employees, is an
                    independent contractor and not an agent or employee of
                    Buyer. Without limiting the generality of the foregoing,
                    Seller is not authorized to represent or make any
                    commitments of behalf of Buyer, and Buyer expressly
                    disclaims any liability therefore.

* 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.


                                       28
<PAGE>   30

          31.7      THE CONSTRUCTION, VALIDITY, AND PERFORMANCE OF THIS
                    AGREEMENT AND ANY ORDER ISSUED UNDER IT SHALL BE GOVERNED BY
                    THE LAWS OF THE STATE OF [*] WITHOUT REGARD TO THAT BODY OF
                    LAW CONTROLLING CONFLICTS OF LAW. THE PARTIES HEREBY WAIVE
                    APPLICATION OF THE U.N. CONVENTION ON CONTRACTS FOR THE
                    INTERNATIONAL SALE OF GOODS.

          31.8      Neither party shall assign or transfer this Agreement or any
                    rights and obligations under this Agreement without the
                    prior written consent of the other party. Notwithstanding
                    the foregoing, no consent to or notice of assignment is
                    required in the case of [*] merger, reorganization,
                    acquisition or sale of all or substantially all of its
                    assets. This Agreement will bind and inure to the benefit of
                    the parties and their respective successors and permitted
                    assigns.

          31.9      EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY AND ALL
                    WARRANTIES (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) OF
                    MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
                    NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE HEREBY DISCLAIMED
                    IN THEIR ENTIRETY. NO PERSON IS AUTHORIZED TO MAKE ANY
                    WARRANTY OR REPRESENTATION ON BEHALF OF SELLER CONCERNING
                    THE PERFORMANCE OF THE PRODUCTS, SPARES OR SERVICES.

          31.10     Upon the request of either party, the parties shall
                    cooperate and use commercially reasonable efforts to
                    implement as soon as practicable an electronic data
                    interchange system to process the submission and acceptance
                    of Orders, the payment of Products and such other matters as
                    the parties may mutually agree upon having such terms and
                    transmissions standards and formats as the parties may agree
                    IN WITNESS, THE AUTHORIZED REPRESENTATIVES OF THE PARTIES
                    HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST WRITTEN
                    ABOVE.

          31.11     EXCEPT TO THE EXTENT ANY DAMAGES ARE A PART OF AN [*] TO
                    WHICH EITHER PARTY IS ENTITLED TO BE [*] PURSUANT TO THE
                    PROVISIONS OF [*], IN NO EVENT SHALL SELLER'S TOTAL
                    LIABILITY UNDER THIS AGREEMENT EXCEED THE [*] OF (I) [*], or
                    (ii) [*] of the [*] received by Seller from Buyer during the
                    [*] immediately preceding the imposition of liability.

          * 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.


                                       29
<PAGE>   31

For the Buyer                           For the Seller




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


--------------------------------        --------------------------------
Signature                               Signature

--------------------------------        --------------------------------
Name                                    Name

--------------------------------        --------------------------------
Title                                   Title

--------------------------------        --------------------------------
Date                                    Date


                                       30
<PAGE>   32

                                    EXHIBIT A

                              PRODUCT PART NUMBERS,
                    DESCRIPTIONS, UNIT PRICES AND LEAD-TIMES

PRICING

Seller agrees that the price is firm for the period of [*] and that price will
be [*] prior to the end of the firm pricing period. Seller agrees to furnish a
non-binding price forecast for the following three calendar quarters. Seller
further agrees to provide price in US$.

                                     Table 1

<TABLE>
<CAPTION>
   COMPAQ
     P/N                                    BASE            UNIT      UNIT
   BROCADE       PROGRAM             LEAD   UNIT   COST     PRICE     PRICE  SHIP     SHIPPING       HUB
    P/N           NAME      SITE     TIME   PRICE  ADDERS   FOB       DDP    MODE   CONFIGURATION  LOCATION
-------------  ---------- ---------- ------ ------ ------- -------- -------- ----- --------------- --------
<S>             <C>       <C>        <C>    <C>    <C>     <C>      <C>      <C>   <C>             <C>

127552-B21       [*]       N.America [*]    [*]     TBD     1 [*]      N/A    [*]  Pallet (16 unit)   [*]
CQ-1630-0002

127553-B21       [*]       N.America [*]    [*]     TBD     1 [*]      N/A    [*]  Pallet (16 unit)   [*]
CQ-1630-0001

127552-B21       [*]       EMEA      [*]    [*]     NA      1 [*]      N/A    [*]  Pallet (16)        [*]
CQ-1630-0002

127553-B21       [*]       EMEA      [*]    [*]     NA      1 [*]      N/A    [*]  Pallet (16)        [*]
CQ-1630-0001

</TABLE>

SPECIFICATION

Buyer's specification number [*] is incorporated by reference.

THIS EXHIBIT IS AGREED TO AS OF THE DATE OF SIGNATURE BELOW, BY AND
BETWEEN:

For the Buyer                           For the Seller



--------------------------------        --------------------------------
Signature                               Signature

--------------------------------        --------------------------------
Name                                    Name

--------------------------------        --------------------------------
Title                                   Title

--------------------------------        --------------------------------
Date                                    Date


* 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.


                                       31
<PAGE>   33

                                    EXHIBIT B


                               SPARE PART NUMBERS,
                    DESCRIPTIONS, UNIT PRICES AND LEAD-TIMES

<TABLE>
<CAPTION>

                      8 PORT SWITCH
               -----------------------------
                         BROCADE                 COMPAQ P/N's
               -----------------------------     --------------------------------------------------------------------------------

                                                                                                                       OOW Repair
               Order P/N       Mfr. P/N          2-5-2 part #     6-3 part #    Spare part #    Price    Lead Time       Price
              ------------     -------------     ------------     ----------    ------------    -----    ---------     ----------
<S>           <C>              <C>               <C>              <C>           <C>             <C>      <C>

w/o GBIC      CQ-1630-0002     80-0000106-04     30-56042-01      127552-B21    127660-001       [*]      [*]             [*]

w/ GBIC

FRU'S:

Motherboard   XCQ-000001       60-0000005-01     29-34243-01      401930-001                     [*]       [*]            [*]

CPU Board     XCQ-000002       60-0000006-01     29-34244-01      401931-001                     [*]       [*]            [*]

G-Port Board  XCQ-000003       60-0000007-01     29-34245-01      401932-001                     [*]       [*]            [*]

Power Supply  XCQ-000004       60-0000012-01     29-34246-01      401933-001                     [*]       [*]            [*]

3" Fan with   XCQ-000005       60-0000008-01     29-34249-01      401934-001                     [*]       [*]            [*]
Tachometer

Front Panel   XCQ-000009      60-0000009-01      29-34468-01      128328-001                     [*]       [*]            [*]
subassembly

                      16 PORT SWITCH
               -----------------------------
                         BROCADE                 COMPAQ P/N's
               -----------------------------     --------------------------------------------------------------------------------

                                                                                                                       OOW Repair
               Order P/N       Mfr. P/N          2-5-2 part #     6-3 part #    Spare part #    Price    Lead Time       Price
              ------------     -------------     ------------     ----------    ------------    -----    ---------     ----------
w/o GBIC      CQ-1630-0001     80-0000105-04     30-56042-02      127553-B21    127660-002       [*]       [*]            [*]

FRU'S:

Motherboard     Same as                                                                          [*]       [*]            [*]
                8-port
CPU Board                                                                                        [*]       [*]            [*]

G-Port Board                                                                                     [*]       [*]            [*]

Power Supply                                                                                     [*]       [*]            [*]

3" Fan with                                                                                      [*]       [*]            [*]
Tachometer

Front Panel                                                                                      [*]       [*]            [*]
subassembly

</TABLE>

        Seller agrees that the [*] is [*] for the period of [*] and that [*]
        will be [*] prior to the end of the [*]. Seller agrees to furnish a
        non-binding price forecast for the following [*].

        Seller further agrees to provide price in US$.

* 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.


                                       32
<PAGE>   34

SPECIFICATION
Buyer's specification number [*] is incorporated by reference.

* 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.


                                       33
<PAGE>   35

                                    EXHIBIT C

                              FLEXIBILITY AGREEMENT


I.   Requirements

     A.   The following flexibility provisions apply to changes in purchase
          volume and/or delivery for existing orders and may be made [*] or [*]
          to [*].

                                     Table 1
<TABLE>
<CAPTION>

  Number of Weeks
Prior to Scheduled            Percentage               Percentage                  Percentage
  On-Dock Dates                Increase                 Decrease                   Reschedule
------------------            ----------               ----------                  ----------
<S>                           <C>                      <C>                         <C>

  12 weeks plus                  [*]                      [*]                          [*]

    8-12 weeks                   [*]                      [*]                          [*]

   4 to 8 weeks                  [*]                      [*]                          [*]

    < 4 weeks                    [*]                      [*]                          [*]

</TABLE>


Run Rate, Buffer Stock, and Replenishment

     B.   Buyer's expectation is that increase, decrease, and reschedule
          percentages may be executed by part number once per [*] day planning
          cycle.


II.  Liability

     A.   Buyer's liability in the event of notice of project discontinuance or
          cancellation without re-order shall be calculated based on using the
          [*]. Both Buyer and Seller will review the current [*] and past [*] to
          determine liability. At no time is Compaq liable for any material
          positioned in excess of the average of the last [*] or discrete
          P.O.s., governed in Table 1, above.

     B.   A Reclaim Value shall be calculated to value material. "Reclaim Value"
          shall mean the value of components that can be [*] or [*], less [*],
          to original manufacture within [*] days, once Buyer has provided
          notice of a volume decrease, and will be negotiated at the time
          required. Upon Buyer's approval, Seller shall use [*] commercially
          reasonable efforts to obtain the maximum Reclaim Value available in
          the market.

     C.   The value of Finished Goods shall be calculated as follows: Number of
          units in Buffer [*] as defined in III A. below) plus units in transit
          ([*] utilizing ocean freight and [*] utilizing air freight) times the
          unit price minus Reclaim Value.

* 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.


                                       34
<PAGE>   36

     D.   The value of Work in Process (WIP) shall be calculated as follows:
          Number of parts in WIP to be assessed based on point in process when
          decision to stop build is issued (defined as maximum liability) minus
          Reclaim Value. The number of parts in WIP shall be no greater than
          [*].

     E.   The value of Raw Material shall be calculated as follows: Quantity of
          Buyer unique components [*] the material cost of individual component
          [*] the Reclaim Value.

III. Buffer Stock Provisions:

     A.   Seller agrees to maintain [*] of buffer stock in finished goods
          inventory for shipment at Buyer's request. The [*] buffer stock
          requirement shall be calculated as the average [*] demand calculated
          over the next [*] of demand forecasted by the Buyer via the Electronic
          Commerce [*] and the previous [*] weeks of consumption.

     B.   Buffer stock may not be used to meet the Buyer's flexibility
          requirements. Seller shall use commercially reasonable efforts to
          replenish within [*] weeks of the Buyer's consumption.

     C.   Buffer stocks must be maintained in current dates and revisions
          consistent with Buyer's specification(s).

THIS EXHIBIT IS AGREED TO AS OF THE DATE OF SIGNATURE BELOW, BY AND BETWEEN:

For the Buyer                           For the Seller


--------------------------------        --------------------------------
Signature                               Signature

--------------------------------        --------------------------------
Name                                    Name

--------------------------------        --------------------------------
Title                                   Title

--------------------------------        --------------------------------
Date                                    Date

* 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.


                                       35
<PAGE>   37

                                    EXHIBIT D

                                QUALITY ASSURANCE




      TABLE OF CONTENTS



1.0  INTRODUCTION

2.0  QUALITY AND RELIABILITY ASSURANCE

     2.1 CONFORMANCE TO THE MATERIAL PURCHASE/ENGINEERING SPECIFICATION

     2.2 MATERIAL SAFETY COORDINATOR

     2.3 MATERIAL TRACEABILITY

     2.4 WORKMANSHIP

     2.5 DIAGNOSTICS, BIOS, AND SOFTWARE CONTROLS

     2.6 QUALITY SYSTEM PLAN

     2.7 MATERIAL ACCEPTANCE REQUIREMENTS

     2.8 RELIABILITY ACCEPTANCE REQUIREMENTS

     2.9 CONTINUOUS IMPROVEMENT PROCESS

     2.10 CORRECTIVE ACTION

     2.11 FAILURE ANALYSIS REPORTING

     2.12 [*]

     2.13 ASSESSMENTS

     2.14 PROCESS OR FACILITY CHANGES

* 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.


<PAGE>   38

3.0  MATERIAL SPECIFIC REQUIREMENTS

     3.1  QUALITY ACCEPTANCE REQUIREMENTS

          3.1.1.  MEASUREMENT OF MATERIAL PERFORMANCE AT SELLER'S FACILITY

          3.1.2   MEASUREMENT OF MATERIAL PERFORMANCE AT BUYER'S FACILITY

     3.2 RELIABILITY ACCEPTANCE REQUIREMENT

     3.3  CONTINUOUS IMPROVEMENT

     3.4  PERFORMANCE DATA REPORTING

     3.5  SPARE MATERIAL DOCUMENTATION REQUIREMENTS

     3.6  MATERIAL PACKAGING REQUIREMENTS


<PAGE>   39

1.0  INTRODUCTION

This document sets forth and defines the standards for quality and reliability
performance pertaining to the Material as defined in this Agreement to which
this Exhibit is attached. Such Material shall be Material for use in Buyer's
manufacturing operations, new spare Material, or repaired spare or refurbished
Material used by the Buyer's field operations. Seller shall insure that all
Material submitted to Buyer's manufacturing operations shall not be combined in
any way with repaired spare or refurbished Material supplied to Buyer's field
operations and that processes for treating such Material shall be separate and
distinct.

Seller shall insure that the requirements stated herein are imposed by Seller
upon any third party or subtier supplier which Seller might utilize in its
performance under the Exhibit.

2.0  QUALITY AND RELIABILITY ASSURANCE

     2.1  CONFORMANCE TO THE MATERIAL PURCHASE/ENGINEERING SPECIFICATION

          Prior to production of the Material, Seller shall perform all
          necessary tests including, but not limited to, environmental, [*],
          safety, and regulatory to assure conformance to the Buyer's
          Purchase/Engineering Specification. In addition, Seller shall work
          with Buyer's designated engineering representatives to assure
          conformance to any and all end-use (systems configuration) performance
          requirements. Seller shall, upon Buyer's request, provide any test
          results or agency reports that Buyer may require, for review and
          concurrence.

          Seller shall acquire all materials and manufacture said materials in
          such a manner that all necessary agency certifications and ratings are
          maintained in the Material.

          Seller shall provide Buyer copies of all regulatory and safety agency
          submittal reports and approvals, in order to facilitate Buyer's timely
          achievement of required end-use system-level agency submittals.

          2.2 MATERIAL SAFETY COORDINATOR

          Seller shall designate a representative within its organization to
          interface with Buyer's representative on Material product safety
          issues. The Seller shall establish a Safety Incident Reporting
          Procedure which shall insure that Buyer is notified within [*] of
          Seller's gaining knowledge of real or potential safety problems or
          issues.

* 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.


<PAGE>   40

     2.3  MATERIAL TRACEABILITY

     Seller shall assure that records are maintained for traceability of all
     regulatory controlled parts listed in agency reports. Regulatory controlled
     parts must be traceable to the source of manufacture by lot or date code,
     and must be traceable through the manufacturing process to their final
     destination via serialization of finished Material. Such information will
     be shared with Buyer upon request.

     Finished Material shipped to Buyer shall be serialized in accordance with
     the requirements of Buyer's Purchase/Engineering Specification. The general
     format shall be SSYWWxxxxx, where SS is the Seller's supplier code
     (assigned by the Buyer), Y is the last digit of the calendar year, WW is
     the calendar week, and xxxxx is a unique, sequential, 5-digit alpha-numeric
     sequence.

     2.4  WORKMANSHIP

     Seller shall assure that Material provided to Buyer meets all requirements
     of Seller's workmanship standards and practices. And that such standards
     and practices are sufficient to assure that the Material provided to Buyer
     meets all quality, reliability, safety and regulatory agency requirements.

     Seller shall insure that all repaired, refurbished, upgraded, tested, or
     advanced exchange items submitted to Buyer shall meet the same workmanship
     criteria as above except when otherwise specified by Buyer. Seller shall
     provide the same level, or higher, of environmental, electrical, or
     mechanical test for spare parts and accessories as in the corresponding
     items in a finished or higher level assembly of Material except where, with
     Buyer's approval, sufficient statistical evidence validates reduction of
     such testing. Seller shall inform Buyer before any such process changes are
     instituted.

     2.5  DIAGNOSTICS, BIOS, AND SOFTWARE CONTROLS:

     Seller shall be required to demonstrate adequate controls over the
     distribution use of diagnostics, BIOS and the software shipping with the
     product.

     A program for the regular maintenance of diagnostics shall be required by
     Seller to ensure that a virus is not present in the Material.

     Revision controls for both the BIOS and the software shall be traceable to
     the serial number of the units. This information shall be maintained in the
     event of a change and conveyed to Buyer for field tracking purposes.


<PAGE>   41

     2.6  QUALITY SYSTEM PLAN

     Seller shall submit to Buyer for review and concurrence a Quality Manual
     and a Quality Control Plan, no later than [*] days prior to Seller's first
     scheduled production build. These documents shall define the Seller's
     overall Quality Assurance system elements, and detail inspection, test and
     audit points for manufacture of Buyer's Material. The Quality Manual shall
     demonstrate compliance to the applicable ISO 9000 Quality Systems series of
     standards, and shall identify any level of registration if achieved (ISO
     9001, 9002, or 9003), by facility and location. Seller shall provide Buyer
     with a copy of any and all ISO 9000 certificates. The initial Supplier
     Quality Plan is included as Appendix 2 to this Exhibit.

     2.7  MATERIAL ACCEPTANCE REQUIREMENTS

     Seller shall insure that Material delivered to Buyer's receiving facility
     meets all the requirements of:


     o  Buyer's Purchase/Engineering Specification and [*] standards and
        requirements referenced therein.
     o  Material marking per external agency requirements.
     o  [*]
     o  Material specific performance levels.
     o  Compliance to then current European Economic Community standards and
        application of "CE" mark to product marking, as applicable.
     o  Material protection against damage and loss.

     Seller shall make all Material acceptance data available to Buyer for
     review upon request. Seller shall, upon Buyer's request, hold initial
     shipments of Material until it is verified to be in compliance with Buyer's
     specifications.

     Seller shall not begin production or repair and distribution of spare or
     refurbished Material in this Exhibit to Buyer until their process has been
     assessed to have produced Material that meets the requirements of this
     Exhibit and as specified in the Technical Statement of Work supplied, if
     appropriate, with the Request for Quote. This assessment, applicable to all
     contracted Material unless agreed otherwise by Buyer, shall be performed by
     the Buyer or Buyer's authorized representative. All results of this
     assessment shall be on file at the Seller's site and with the Buyer's
     authorized representative.

* 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.


<PAGE>   42

     2.8  RELIABILITY ACCEPTANCE REQUIREMENTS

     All qualification and reliability testing of Material shall be conducted by
     Seller at Seller's site with Buyer's representatives present at [*] option.
     Seller shall perform at Seller's site all regulatory testing requirements
     and support any regulatory agency testing of the Material. Buyer may elect
     to perform any testing at Buyer's sites for Material verification and
     compliance.

     Buyer shall have full access to all reliability plans and test results data
     generated by Seller including, but not limited to, MTBF predictions and
     associated environmental parameters, acceleration factors, component
     derating factors, stress test parameters, test conditions, test failures,
     [*], failure modes and symptoms, root cause failure analysis, and resultant
     corrective actions.

     Reliability Testing shall be performed by Seller in three phases. These
     three phases will conform to the mutually agreed upon processes reviewed
     during the Supplier Audit and is documented in the Seller's Quality Plan:

     o  Phase I shall assure that [*] is [*] of [*] the [*].

     o  Phase II shall assure that the [*] does [*].

     o  Phase III shall assure that the [*] of the [*] and the [*] are [*]
        during [*]. It shall also serve as an [*] with [*].

     Summary reports of results for each phase of reliability testing shall be
     published and provided to Buyer. The content, format, and frequency of
     reporting shall be mutually agreed.

     Buyer reserves the right to review Seller's test plans for each phase of
     reliability testing, at least one month prior to the start of that phase.
     If such review is conducted, Seller shall resolve any of Buyer's concerns
     before the test phase shall commence. Seller's plans will include mutually
     agreed-upon statistical confidence limits for each phase of testing, where
     applicable.

     Seller shall be solely responsible for assuring that the Material design,
     third party vendor components, and manufacturing processes employed in the
     production of the Material meet the Material reliability requirements as
     set forth in the Buyer's Purchase/Engineering Specification. Seller shall
     further assure that any changes to the Material design as a result of
     engineering change, vendor change, or process change do not adversely
     affect the reliability of the Material as delivered to Buyer.

* 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.


<PAGE>   43

     2.9  CONTINUOUS IMPROVEMENT PROCESS

     Having achieved the requirements of the Buyer's Purchase/Engineering
     Specification, Seller shall implement a process to continuously improve the
     level of Material performance within the manufacturing process. Seller
     shall establish a performance baseline for Buyer's Material and shall
     establish with Buyer mutually acceptable goals for periodic Material and
     process improvement.

     2.10 CORRECTIVE ACTION

     If at any time data from either Seller's or Buyer's control and measurement
     systems indicates that Material quality and/or reliability has fallen below
     the minimum established levels identified in Table 1, corrective action
     shall commence immediately and will continue until the quality and/or
     reliability again meets or exceeds the minimum acceptable level. In such
     event, the following shall be [*] of Seller, as a minimum:

     o  Immediately notify Buyer of the problem, its manifestations, symptoms,
        and an initial assessment of the problem severity and impact, in the
        case Seller first identifies the problem.

     o  Perform root cause failure analysis.

     o  Communicate corrective action to Buyer within a mutually agreeable time
        frame.

     o  Take whatever actions are deemed necessary, including additional
        inspections and tests, until Seller's manufacturing process is
        demonstrated to be under control.

     o  Instruct Buyer in dispositioning Material if Material in Buyer's
        possession or at Buyer's customers' sites is affected or suspect.

     o  If required, discontinue shipment to Buyer until the corrective action
        has been proven to be satisfactory to Buyer.

     Buyer's personnel may become involved in problem evaluation activities at
     Seller's facility if Buyer determines that such involvement is necessary
     and appropriate, or if Seller requests such support. Any such involvement
     by Buyer however, shall not relieve Seller of its obligations hereunder.
     Seller's personnel may be requested to come to Buyer's facility to
     participate in problem evaluation activities to facilitate timely problem
     resolution.

* 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.


<PAGE>   44





     Buyer may also issue SCAR (Supplier Corrective Action Requests) from time
     to time to address specific failures. Seller will be expected to respond to
     all such VCAR forms within [*] of receipt at Seller's facility.

     2.11 FAILURE ANALYSIS REPORTING

     From time to time, Material which does not meet Buyer's
     Purchasing/Engineering Specification shall be returned to Seller as set
     forth in the Agreement ("failed Material"). This section applies to all
     returned Material whether under warranty or not.

     When failed Material is detected at Buyer's facilities or at Buyer'
     customer site(s), it will be returned to Seller for analysis and repair.
     Seller shall generate a Failure Analysis Report listing returned Material
     by model and serial number, detailing type of failure, verification testing
     process performed, and whether or not the failure mode could be verified or
     duplicated. If the failure mode was duplicated, the report should also list
     specific action taken to repair the Material and any action(s) taken within
     Seller's manufacturing process or the design of the Material to prevent
     recurrence of the problem. Such Failure Analysis Report shall be provided
     to Buyer within [*] business days of receipt of failed Material at Seller's
     facility.

     Seller further agrees to perform upon request an expedited root cause
     analysis on selected failed Material. Such expedited Failure Analysis
     Report shall be provided within [*] business days as a goal.

     Unverified Material failures shall be prominently identified in the report
     to allow Buyer's personnel to engage in further analysis activities when
     the returned Material is received at Buyer's manufacturing facility. Should
     Buyer determine after further testing that such returned Material continues
     to demonstrate the same failure modes, Buyer shall return such Material to
     Seller for further analysis and corrective action.


* 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.


<PAGE>   45

     2.12 [*]: COMPAQ TO PROVIDE ADDITIONAL WORDING

     "[*]" shall mean a series of the same component [*], which is attributable
     to Seller, based on at least a [*] rate of the Material, Spares, or Repairs
     during a consecutive [*] day period, or any violation of the Buyer safety
     standard requirements. Seller shall be notified in writing of the
     occurrence of an [*] together with reasonable evidence thereof. Seller
     shall be responsible for providing full corrective action as outlined at
     Section 2.10 of this Exhibit, as well as the programs required to correct
     the fault at Seller's cost, either at Buyer's stocking location or
     potentially at customer sites. [*] is defined as the yearly projection of
     the [*] of a particular sample of Material based upon repair data, with a
     minimum established [*] of [*] per [*] for a [*].

     Prior to Seller undertaking any corrective action process identified
     herein, Seller shall have the right to disassemble the Material, Spares,
     repairs, or examine test results obtained by Buyer. Such corrective action
     shall be completed within [*] days of Buyer's original notification, or
     immediately in case of a safety related failure or defect. Seller shall be
     solely responsible for [*] to repair or replace the defective or failed
     Material, Spares, and Repairs ([*] associated with the shipment of
     defective or failed Material, Spares, or Repairs, as well [*] associated
     with the shipment of repaired or replacement units of Material, Spares, or
     Repairs), in addition to bearing [*] which are associated with the [*].

     2.13 ASSESSMENTS

     Buyer reserves the right to engage in assessments of the Seller's
     facilities involved with the assembly, test, repair, or other activities
     associated with the contracted Material of the Agreement during the life of
     this Agreement. Buyer shall notify Seller at least seven (7) working days
     in advance of its desire to perform an assessment and shall identify areas
     to be covered by the assessment.

     2.14 PROCESS OR FACILITY CHANGES:

     Seller shall [*] any [*] to the process used to produce Material without
     notification to Buyer. Seller shall be responsible for any [*] associated
     with non-conforming Material which is the result of an [*] to the
     manufacturing process.

     Seller may change the location of equipment, tooling, fixtures, and test
     equipment within the authorized facility [*] providing Seller bears the
     responsibility for re-qualifying such equipment, tooling, fixtures and test
     equipment for the Material and process. Such changes shall not impact
     delivery schedules of Material to Buyer.


* 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.



<PAGE>   46

     Seller shall not change the currently approved location of the facility
     which produces or distributes the Material to another site [*] which shall
     not be unreasonably withheld or delayed. Seller shall notify Buyer at least
     [*] days before any such move. If Buyer does not approve or reject such
     relocation within [*] days of the date of Seller's notice, such relocation
     shall be deemed approved by Buyer. In the event of a timely rejection,
     Seller and Buyer agree to promptly negotiate in good faith to reasonably
     resolve any concerns that Buyer may have. Material may not be accepted by
     Buyer without a full site certification approval performed in accordance
     with Buyer's Supplier System Assessment which shall be supplied prior to
     any certification assessment.

3.0 MATERIAL SPECIFIC REQUIREMENTS

     3.1 QUALITY ACCEPTANCE REQUIREMENTS

          3.1.1 MEASUREMENT OF OUTGOING MATERIAL PERFORMANCE AT SELLER'S
                FACILITY

          Prior to shipment to Buyer, the quality of new Product, spare parts,
          and repaired and refurbished Material shall be measured by Seller. If
          the quality falls below the minimum acceptable level specified by
          mutual agreement and identified in Table 1 below, the corrective
          action process of Sec. 2.10 shall commence immediately.

          3.1.2 MEASUREMENT OF MATERIAL PERFORMANCE AT BUYER'S FACILITY

          Buyer shall employ a standardized data collection and reporting system
          to measure the performance of Seller's Material in Buyer's processes.
          It is expected that the performance of Seller's Material as measured
          at Buyer's facility shall be substantially equivalent to the outgoing
          Material performance per section 3.1.1. If major differences in
          performance beyond the expectations stated in section 3.1.1 are
          experienced, then Seller shall immediately commence corrective action
          activity per section 2.9.

          Specified Material quality failure rates, specified in [*] are
          identified in Table 1 of this Exhibit.

* 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.


<PAGE>   47

          3.2 RELIABILITY ACCEPTANCE REQUIREMENTS

          Seller shall assure that reliability performance is maintained during
          volume production. Phase III testing as specified in Section 2.7 shall
          begin with the first production shipment to Buyer and shall continue
          for the life of the Exhibit. Seller shall [*] a comprehensive plan for
          Phase III testing that describes how the [*] will be demonstrated and
          maintained.

          Specified Material MTBFs and lower statistical confidence limits of
          Seller's test methods are identified in Table 1 below.

          3.3 CONTINUOUS IMPROVEMENT

          During the term of this Agreement, Seller shall establish plans and
          goals to continuously improve the outgoing Material performance. As
          continuous improvement is achieved, Material performance expectations
          shall be updated periodically.

          3.4 PERFORMANCE DATA REPORTING

          Data shall be reported to Buyer in a mutually acceptable format on a
          [*] basis.

          Seller shall submit to Buyer, or Buyer's designated representative,
          all spares repair activity data on Material as specified in Appendix 1
          of this Exhibit on a [*] basis. A Microsoft Excel format is preferred
          and a soft copy template shall be provided by Buyer.

          Seller shall provide Buyer, or Buyer's authorized representative, all
          revision information necessary for Buyer to maintain a complete and
          accurate revision matrix for all Material supplied to Buyer.

          3.5 SPARE MATERIAL DOCUMENTATION REQUIREMENTS

          For any spare Material requiring alignment, adjustment, or switch or
          jumper configuration settings in the field, Seller shall include in
          the Material package a brief technical document describing the method
          of performing such alignment, adjustment, or configuration settings.
          This document shall be provided by Buyer with Buyer's authorization
          for Seller's reproduction. Seller shall include, at Buyer's request,
          any special temporary instructions issued during the assembly of the
          unit if such instructions affect the form, fit, or function of the
          Material.


* 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.


<PAGE>   48

          3.6 MATERIAL PACKAGING REQUIREMENTS

          Seller shall meet the packaging, ESD, container, labeling, and marking
          requirements as defined in the applicable specification provided by
          Buyer.

          For spare Material supplied to field operations, Seller shall provide
          the following information in addition to those packing slip
          requirements listed in Appendix 2, Paragraph 5.4. Seller's packing
          slip must contain: Seller's Name, Seller's part numbers, Seller's part
          descriptions, Seller's ship date, and the Buyer's specific ship-to
          address including Buyer's Stockroom Number if applicable.


<PAGE>   49

TABLE I


While no defects are expected, the following limits in Table 1 depict the
maximum allowable limit by product as specified and measured by Buyer.

<TABLE>
<CAPTION>
    PART            MATERIAL [*]       SPECIFIED              LOWER
   NUMBER           PERFORMANCE      MATERIAL MTBF      CONFIDENCE LIMITS
  -------           -----------      -------------      -----------------
  <S>               <C>              <C>                <C>

</TABLE>


                      (See Appendix 2, Attachment D (A)1.1)


OTHER CONSIDERATIONS:

1. QUALITY PERFORMANCE REQUIREMENTS:

Should the above limits be exceeded by [*] for [*] corrective action per para.
2.10 shall immediately commence to bring the levels below the limit
requirements. Corrective action shall bring the level within limits within [*].


* 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.





<PAGE>   50



                                   APPENDIX 1
                            REPAIR DATA REQUIREMENTS

<TABLE>
<CAPTION>
DATA ELEMENTS                             DESCRIPTION OF FIELD
<S>                                       <C>

[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]

DATA ELEMENTS FROM DEFECT TAG (RETURNED WITH / ATTACHED TO PART)

[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]

</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.

<PAGE>   51
                              EXHIBIT D, APPENDIX 2


                           COMPAQ COMPUTER CORPORATION

                 SUPPLIER QUALITY PLAN, DELIVERABLE WORKSHEETS
                                       and
                             PROCESS MANAGEMENT PLAN

                                  prepared for


                      BROCADE COMMUNICATIONS SYSTEMS, INC.

                                      "[*]"


                                    APPROVALS

COMPAQ COMPUTER CORP.                                  BROCADE
                                             COMMUNICATIONS SYSTEMS, INC


On File                                      On File
-------------------------                   ---------------------------
[*]                                          [*]
Director, Corporate Procurement              Director of Quality


On File                                      On File
-------------------------                   ---------------------------
[*]                                          [*]
Commodity Manager                            VP Operations

On File                                      On File
------------------------------              --------------------------
[*]                                          [*]
Procurement Engineer                         Director Strategic Accounts

       * 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.


<PAGE>   52
I.     PURPOSE

This plan documents the specific system of process and product controls required
to assure products and services provided by the Supplier, and his sub-suppliers
meet the specifications, process requirements, and business goals of Compaq
Computer Corporation.


II.    SCOPE

This document lists actions required to improve the working relationship between
Compaq and the Supplier, event incidents of non-conforming product from entering
the Compaq manufacturing processes, and improve the process to reduce overall
costs. This document is a supplement to Compaq Computer Corporation's
contractual requirements and engineering specifications. In any case of
conflicting requirements Purchasing and Engineering documents shall take
precedence. This plan identifies actions and goals necessary to assure
conformance of:

1.      [*]

2.      [*]

3.      [*]

4.      [*]

5.      [*]

6.      [*]

7.      [*]

8.      [*]

9.      [*]

10.     [*]

11.     [*]

12.     [*]

13.     [*]


III.   REFERENCES

Applicable product specification: Rev. A or higher
Supplier Development Process Reference (SDPR)

IV.    QUALITY SYSTEM SURVEY

A full Quality System Survey may be conducted at the discretion of Compaq. The
intent of the survey is to allow Compaq the opportunity to evaluate the
supplier's quality, engineering, manufacturing capacity, and manufacturing
capabilities relative to critical parameter requirements. The survey is intended
to identify areas which may require improvement to meet Compaq's requirements
and establish a long-term business relationship. If deficiencies are found
within the Supplier's operations, the supplier and Compaq will develop an
improvement plan and schedule for action items and/or future activity.

V.     ENVIRONMENTAL SURVEY

An environmental survey will be conducted. Compaq's Environmental Survey is a
tool that examines the environmental performance of a potential supplier.
Failure to meet the requirements of the survey can impact Compaq's compliance
with national and international labeling, certification and procurement
requirements. The Environmental Survey is designed to identify areas of risk and
develop improvement plans to bring the supplier to an acceptable standard.

       * 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.


<PAGE>   53

VI.    QUALITY PLANNING

       1.0    Quality Planning Timeline

       Compaq and the Supplier will develop a basic timeline to complete the
       actions that are identified within this document.

       2.0    Critical Parameter Attachment A

       A critical product parameter is a product feature, property, attribute,
       or performance that affects product performance if found to be beyond
       specification limits. Compaq and the Supplier will mutually identify and
       agree on the critical process and product parameters to be monitored by
       the supplier and note them in attachment A.

       3.0    Print / Specification Review Attachment B

       As a part of the product evaluation process, Compaq and the Supplier are
       responsible for reviewing the specification, requirements, information
       packages, etc. to assure:

       1. All documentation is present and legible.

       2. Requirements are understood

       3. Critical product characteristics

       4. Effect of tolerances on manufacturing and ability of the process to
          meet the tolerances.

       5. Identification of special handling, transportation and storage during
          manufacturing.

       6. Specified dimensions and does not conflict with other documentation.

       7. Workmanship standards are understood


       4.0 Capacity Risk / Analysis

       A Capacity Risk Analysis will be provided by the Supplier in the
       Deliverable Worksheet. As a part of the process/product evaluation
       process, members of the Compaq/Supplier team may conduct a detailed
       review of the current manufacturing process and equipment to assure
       capacity is available to meet the Compaq requirements. At minimum, the
       Capacity Risk Analysis shall include the following:

             1. [*]

             2. [*]

             3. [*]

             4. [*]

             5. [*]

             6. [*]

             7. [*]

             8. [*]

             9. [*]

       5.0    Material Risk / Analysis

       A Material Risk Analysis will be provided by the Supplier in the
       Deliverable Worksheet. At a minimum the Material Risk Assessment shall
       include 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.


<PAGE>   54

       6.0    Process Management Plan (PMP)

       A Process Management Plan shall be completed by the Supplier. The PMP
       must be implemented prior to volume shipments to Compaq. The PMP
       identifies parameters which require Statistical Process Control (SPC)
       monitoring during the manufacturing process. For critical parameters in
       the sub-tier supplier's process, a PMP will be developed between Compaq's
       supplier and his suppliers. The Process Management Plan at minimum will
       note the following :

       1. [*]

       2. [*]

       3. [*]

       4. [*]

       5. [*]

       6. [*]

       7. [*]

       8. [*]

       9. [*]

       10. [*]


       7.0    Product and Process Flow

       The Supplier shall submit both a product and process flow diagram. The
       product and process flow diagrams will document the actual path of the
       material/assembly through the Supplier's manufacturing facilities.
       Information included in the diagram shall include

        1. [*]

        2. [*]

        3. [*]

        4. [*]

        5. [*]

        6. [*]

        7. [*]

       8.0    Field Failure Rates and Reliability Test

       The Annual Field Return Rate (AFR) and the Annual Return Rate (ARR) will
       be referenced in the Compaq Product Specification. The supplier shall [*]
       quality control and reliability testing to ensure that the Annual Field
       Return Rate (AFR) and Annual Return Rate (ARR) is not exceeded. If the
       ARR/AFR exceeds the specified requirement the supplier must inform Compaq
       within [*] working days and a written corrective action plan [*] must be
       submitted to Compaq. Compaq reserves the option to stop shipment until
       containment and/or corrective action is in place. The Supplier is
       responsible for conducting On-Going Reliability Testing (ORT) on product
       supplied to Compaq. The conditions and criteria for On-Going Reliability
       Testing shall be defined and agreed on by Compaq and the Supplier
       Failures causing test to enter the failure zone will be reported to
       Compaq Procurement Engineering within 24 hours.

       9.0    Critical Process Data Review

       10.0   Preliminary Process Capability Studies

       All processes directly affecting critical parameters may be evaluated to
       establish a preliminary [*] . Critical parameters requiring process
       capabilities are listed in the Attachment A. Processes are considered
       capable if the [*] Any process resulting in [*] will require an
       appropriate corrective action or an equivalent containment plan.

       * 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.


<PAGE>   55

       11.0   Measurement Precision

       Measurement Precision is the extent to which a repeated measurement gives
       the same result. Variations may arise from the inherent capabilities of
       the instrument, from variations of the operator's use of the instrument,
       or from changes in operating conditions. All instruments, gages and test
       equipment used to evaluate critical parameters shall be evaluated for
       Repeatability and Reproducibility as documented in the SDPR (Measurement
       System Analysis and Evaluation-Gauge R&R) and/or by means of similarly
       effective methods.

       12.0   Supplier Corrective Action Process Attachment C

       The supplier will use the [*] format attachment C and adhere to the
       required response times to report internal problem issues including
       failure to meet agreed upon quality goals. In the event that Compaq
       encounters problems affecting late product shipment, product shortage,
       and receiving inspection failures, in-line manufacturing failures,
       material purges, etc., Compaq will notify the Supplier and generate a
       Supplier Corrective Action Request (SCAR) using the [*] format.

                The Supplier is required to acknowledge receipt of the Request
       for Corrective Action within [*] supplier workday. The Supplier is
       required to define and implement an effective containment within [*]
       working days of receipt of the SCAR. A long term, corrective action plan
       should be available within [*] working days of root cause identification.
       The proposed timeframes should be considered general guidelines. Each
       SCAR should be assessed for its criticality and urgency and appropriate
       action taken. In the [*] the Supplier is expected to respond with the
       following information:

       ROOT CAUSE: [*]

       CONTAINMENT ACTION PLAN: [*]

       CORRECTIVE ACTION PLAN: [*]

       VERIFICATION PLAN: [*]


       13.0   Engineering / Process / Product Change Notification Guidelines

       The Supplier must notify Compaq of any proposed change to the [*]
       process, product, critical components, or suppliers of critical
       components that affect form, fit, or function prior to the implementation
       of the change. During the development phase all proposed ECN/PCNs should
       be sent to the appropriate Design Engineer. During the production phase
       all proposed ECN/PCNs should be forwarded to the appropriate Compaq
       Program Manager. The notification must be received at Compaq no later
       than [*] days prior to the planned implementation date. At a minimum, the
       notification must contain the following information:

       1. Title and date of implementation.

       2. A list of part numbers and documents affected by the proposed change.

       3. A complete description of the change, including affected portions of
          any process, material, and affected parameters. Any change to process
          monitors or controls should be specified.

       4. Any information relating to urgency which must be considered.

       5. Description as to why the change(s) were made.

       6. Reliability data qualifying the change(s). Statistical data, including
          distribution and capability analysis [*] supporting the proposed
          change(s).

       7. Date codes or markings

       8. [*]

       9. Availability of samples


       * 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.


<PAGE>   56

       Final approval is granted by Compaq, based on successful product analysis
       and qualification ([*] ) and is subject to audit by Compaq. The Supplier
       and all affected departments shall be notified in writing of the final
       status. Until formal, written approval is received, the Supplier is
       required to deliver standard product as required by Compaq Procurement
       and to maintain an adequate backup position in the event the change is
       rejected. Compaq will provide reasonable grounds for the rejection of any
       ECN. Exceptions to the above requirements will be made with issues that
       affect safety standards, data loss, failure to meet specifications,
       applicable laws, regulations or standards. Each ECN will be reviewed for
       criticality and urgency and appropriate action taken.

       14.0   Program Goals Attachment D

       Attachment D notes goals which have been identified as significant to
       meeting the business objectives of Compaq Computer Corporation. These
       goals will be utilized to assess the supplier's performance and assist
       the Supplier in determining their impact on the process, products, and
       services provided to Compaq.

       V.II   PRODUCTION QUALIFICATION AND VERIFICATION

       1.0    First Article Inspection

       The Supplier is required to submit first article samples. These samples
       shall be representative of final production and are required to meet all
       applicable specifications. The samples will be inspected/tested as
       required to verify conformance specifications. The First Article results
       will be documented and reviewed with the Supplier. Unacceptable results
       will require the Supplier to initiate and implement corrective action,
       after which another sample will be submitted for evaluation and final
       approval. It is the responsibility of the Supplier to procure and approve
       first article samples from its sub-tier suppliers. Compaq may, at its
       option, require the Supplier to submit such parts and/or review
       associated documentation.

       2.0    Capability Studies

       A preliminary process capability study will be performed on all critical
       parameters (Attachment A) prior to revenue production to ensure
       statistical control.

       3.0    Equipment verification

       Gauge reproducibility and repeatability, along with equipment correlation
       studies, will be evaluated at this 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.


<PAGE>   57
       4.0    Out of Box Audit-OBA

       The supplier or the supplier's agent will perform an out-going product
       inspection to assure conformance to the specification and associated
       quality criteria. All failures will require an [*] for closure. Compaq
       must be notified immediately (within [*] ) of any failure. The results of
       the inspection will be used to determine product acceptability and to
       evaluate product problems during manufacturing. Inspection data will be
       reported to Compaq per the PMP. The report shall consist of, but not
       limited to, the following:

       1. Lot quantity

       2. Inspection sample size

       3. Quantity rejected

       4. P-chart

       5. [*]

       6. Defect Pareto for all failures

       At a minimum the inspection criteria will include the following:

       Workmanship, Compaq cosmetic specification, Kiting, Documentation,
       Labels, Packaging, and Pallet sizes

       5.0    Compaq System Test

       (Compaq System Test will [*] at this time)

       6.0    Program/Product/Process Review

       The primary goals of the program/product/process review are
       identification and elimination of potential trouble areas early in the
       business relationship and to establish a system which will assure all
       products and processes reflect continuous improvement and uniformity.
       Compaq and the Supplier will review all available information.
       Discrepancies will be identified and documented prior to production.
       Corrective action shall be established to reduce and/or eliminate any
       problems. Approval to initiate shipment to Compaq is signified by
       completion and approval by Compaq of the following:

       1. Compaq Product Specification at Revision A or greater.

       2. Certification to applicable National and International Standards

       3. Meeting all Compaq product specification requirements

              a)     Electrical

              b)     Visual

              c)     Mechanical

              d)     Agency

              e)     Quality

              f)     Shock and Vibrations / Packaging

       7.0    Environmental


       * 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.


<PAGE>   58
VII.   MANUFACTURING PROCESS/SUPPLIER CERTIFICATION

       The following minimum requirements must be fulfilled in order for a
       supplier to be approved as a Compaq Certified Participant

       Process Capability: All critical parameters must maintain a process
       capability index [*] or demonstrated equivalent capability.

       Correlation: if required, the [*] must maintain a minimum correlation
       coefficient [*]

       Measurement Precision / Correlation: Repeatability/reproducibility and
       correlation requirements as stated in the SDPR must be satisfied.

       [*]    documented performance as a Compaq supplier measured from
              initiation of the certification process.

       [*]    with an overall Supplier Rating of "Excellent" as measured by a
              documented supplier rating system. This criteria directly relates
              to the supplier's immediate past performance concerning support of
              corporate materials objectives.

       The amount of business conducted with the supplier shall be judged and
       documented by the commodity group to be a significant proportion or of
       strategic importance.

       The Supplier must be a [*]

       A Compaq Supplier Survey shall be on file at Compaq.

       Objective evidence of supplier continuous improvement must be available.






                                  ATTACHMENT A



                               CRITICAL PARAMETERS


<TABLE>
<CAPTION>
           PROCESS NAME              PARAMETER                 [*]
           ------------              ---------                 ---
      <S>                      <C>                     <C>
      [*]                      [*]                     [*]
      [*]                      [*]                     [*]
      [*]                      [*]                     [*]
</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.


<PAGE>   59

                                  ATTACHMENT B



                              SPECIFICATION REVIEW

The supplier has reviewed the Compaq product specifications for the applicable
part numbers and agrees to the product specifications or notes the following
exceptions.



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

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

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


---------------------------------------
NAME                               DATE


<PAGE>   60

                                  ATTACHMENT C
                                       [*]
                       Supplier Corrective Action Request


SCAR#                                           Open Date
                                                Closed Date
CPN                                             Reference Doc.
CPN disc.:                                      Supplier
Requester                                       Supplier Contact

Lot #
Lot Qty
Rej. Qty
[*]
Defect


Discipline 1   [*]                              [*]

Discipline 2                              [*]                             Date:

Discipline 3                              [*]                             Date

Discipline 4                              [*]                             Date

Discipline 5                              [*]                             Date

Discipline 6                              [*]                             Date

Discipline 7                              [*]                             Date

Discipline 8                              [*]                             Date



       * 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.
<PAGE>   61

                                  ATTACHMENT D
                                  PROGRAM GOALS



In the event this product goes through a Compaq factory integration the [*] goal
for Supplier fault failures in the Compaq factory is [*].


PROGRAM GOALS -

These goals are set [*] year with [*] - Brocade will reset these goals this [*].
Brocade has consistently bettered these goals.


<TABLE>
<CAPTION>
                PROCESS                                    GOAL
                -------                                    ----
<S>                                       <C>
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
[*]                                       [*]
</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.


<PAGE>   62

                             DELIVERABLE WORKSHEETS

SUMMARY

Supplier:          Brocade
                   1901 Guadalupe Parkway
                   San Jose, CA 95131

Manufacturer:      [*],  San Jose, CA

Compaq P/N:        380591-B21 8-port fiber channel switch, rack mount kit
                   380578-B21 16-port fiber channel switch, rack mount

Supplier Model #:  BR1630 -0011, -0010

Purpose:           Approve [*] and Brocade as supplier for the fiber channel
                   switch used in Storage Area Networks. The [*] (Brocade
                   silkworm) is a fibre channel switch for Storage Area Networks
                   (SAN) which contains a gigabyte Interface Connector (GBIC)
                   which is field serviceable. [*] has been producing the
                   product since [*]. RMAs will go through Brocade and [*] will
                   perform repairs. FW is field up-gradable. The switch itself,
                   the PCAs, and the GBICs are serialized. [*] purchases
                   components, builds, tests, and ships the units.

QUALITY SYSTEMS SURVEY: Rating [*]

Supplier Self Survey: Performed at [*] and Brocade by
                      [*]

Survey on file with Compaq Procurement engineering.

ENVIRONMENTAL SURVEY: Rating [*]

Supplier Self-Survey: Performed at [*] performed by [*],
                      Manager, Environmental Health and Safety on 2 Dec 98

Survey on file with Compaq Procurement engineering.


       Business Survey: RATING = [*]

Supplier Self survey: Performed by [*]

Survey on file with Compaq Procurement engineering.


       * 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.


<PAGE>   63

CAPACITY:  No capacity Issues

[*] submitted capacity analysis states capacity as [*] currently and increasing
to [*] in [*] as [*] adds a second manufacturing line. Current build plan is [*]
increasing to [*] in [*] . Compaq is currently forecasting [*].


                                     STEP 2

STEP 2 RISKS AND ISSUES:   No open issues


                                     STEP 3

2.12 Line Audit/Survey
Line audit performed by [*] and [*] on [*].
FAI Sample unit passed visual/cosmetic and final functional test.

2.13 Line Audit Findings
A trip report detailing the line audit and FAI is on file. [*] and [*] during
the audit are listed in the following table:


<TABLE>
<CAPTION>
           DISCREPANCY                                RESOLUTION                          STATUS
           -----------                                ----------                          ------
<S>                                 <C>                                                   <C>
[*]                                 1.  [*]                                               CLOSED
                                    2.  [*].  This printout would accompany the
                                        switch to final QA. Due (4/7)

Provide OBA sample plan             Document and return to revision A sampling plan       CLOSED

[*]                                     [*]                                               CLOSED

[*]                                     [*] Any failures or defective materials are       CLOSED
                                        expeditiously sent to MRB.

[*]                                 [*]                                                   CLOSED
</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.


<PAGE>   64

                                YIELDS AT RELEASE


<TABLE>
<CAPTION>
                               MARCH         MARCH
                             (GENERIC)      (COMPAQ)
                             ---------      --------
    <S>                      <C>            <C>

    In-circuit (PCA)         [*]
    Functional (PCA)         [*]
    Burn-in                  [*]
    Final Test               [*]             [*]
    Final Inspection         [*]             [*]
    [*]                      [*]             [*]
</TABLE>


STEP 3 RISKS AND ISSUES: No issues.

STEP 3 CONTINGENCY/DEVIATIONS/WAIVERS:  None

RECOMMENDATION:

Recommend Brocade and [*] be approved to manufacture the [*] Fibre channel
switch.


CAPACITY: ASSESSMENT

<TABLE>
<CAPTION>
                                                  MAR        APR        MAY        JUN       JUL
                                                  ---        ---        ---        ---       ---
<S>                                            <C>        <C>        <C>        <C>        <C>
TOTAL CAPACITY                                 [*]        [*]        [*]        [*]        [*]

BUILD SCHEDULE                                 [*]        [*]        [*]        [*]        [*]

CPQ  FORECAST  8 PORT                                     [*]        [*]        [*]        [*]

CPQ FORECAST  16 PORT                                     [*]        [*]        [*]        [*]

</TABLE>

CAPACITY: PLANS TO MEET UPSIDE REQUIREMENTS

<TABLE>
<CAPTION>
                     LEAD TIME
      UPSIDE        REQ'D WEEKS
      ------        -----------
      <S>           <C>
       [*]          [*]
       [*]          [*]
       [*]          [*]
       [*]          [*]
</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.


<PAGE>   65

MATERIAL: ASSESSMENT:

<TABLE>
<CAPTION>
Supplier        Component       Lead Time          Plans to meet upside
--------        ---------       ---------          --------------------
<S>             <C>             <C>                <C>
[*]             [*]             [*]                [*]
[*]             [*]             [*]                [*]
[*]             [*]             [*]                [*]
[*]             [*]             [*]                [*]
</TABLE>

Burn-in oven would require [*] time. All other commodities are [*] lead time for
[*] flex. Silkworm production capacity is currently [*] . Brocade reviews
capacity requirements on a [*] basis with our manufacturing partner and key
component suppliers. Capacity is assessed and documented for each step in the
manufacturing process, and capital requirements to support incremental increases
in capacity are documented and modified monthly.

Brocade has developed partnerships with suppliers of strategic components (e.g.,
ASICs, optical modules, Brocade unique components) that involve ongoing
communication of forecast information, technology roadmap exchanges, [*]
supplier performance reviews, executive forums, and supply chain optimization
activities. Brocade and [*] jointly manage Brocade's component supply base, with
Brocade as the lead for strategic components and [*] as the lead for standard
components. [*] provides turnkey inventory management.


                                     STEP 3

DESCRIPTION OF TEST AND INSPECTION EQUIPMENT, TOOLS, PLANS, AND  PROCESSES

[*] The units next go to final test which is a [*] a longer cable to check
attenuation. Next all units go through final inspection for cosmetics and a
shortened functional test. Units next proceed to packing, post packing
inspection or OBA, and shipping. [*] is pulled from packing to go to ORT.


IN-CIRCUIT TEST

ICT is done on a [*]. The test coverage is approximately [*] on the [*] boards.
On the [*] the test coverage is limited by number of test points available in
the fixture - we are using all the approx. [*] test points available. There are
a large number of [*] resistors on the board. The components that [*] using [*]
that [*] the [*].

       * 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.


<PAGE>   66

Functional test (PCA)

At functional test the [*] is assembled into a [*] for test. The test is done
using the [*] test. This test executes on [*] ports. The ports [*] configured
such that certain [*]. The processor transmits [*] then enters a monitoring
state during which it prints status information to the telnet session.

       Burn-In

In burn-in an assembled switch runs the dynamic Burn-in test to cycle test for
[*] . Temperature is elevated to [*] for [*] and then to [*] for the remaining
burn-in time. The tests run include [*] Test, [*] test, [*] Test, [*] test, [*]
Test and [*] test. Automatic power cycling occurs [*] and monitoring is
performed.-

       Configuration

The switch is loaded with the port cards and GBICs according to customer
requirements. The manufacturing FW is replaces with customer specific FW.

       Final Test / Inspection

The configured switch is tested using a telnet session running the Special
System test that includes [*], [*], and [*] tests. A cosmetic inspection and a
final check of the configuration are done using appropriate customer checklist.

       Out Of Box Audit (OBA)

Units ready to be sealed are removed from their packaging and functionally
tested and inspected as called out in the appropriate instructions.


RELIABILITY TEST

From the packaging area [*] is loaded into the ORT test bed until a [*] units
are under test. A new unit is placed in test and the oldest unit is removed [*].
ORT consists of looping the [*] for [*]. The test environment remains at [*]
during this time. Brocade performed ORT from [*]. From [*] has been performing
ORT. Copies of the Brocade ORT procedure and the [*] instruction for ORT burn-in
log record is on file. [*] is currently performing the ORT testing. To date a
total of [*] switches accumulating [*] with [*] have been run. From [*] switches
were run and [*] were accumulated with [*] failures as follows:

1. [*]

2. [*]

3. [*]


       * 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.


<PAGE>   67

YIELD HISTORY  (GENERIC)

<TABLE>
<CAPTION>
                                                        JAN
           STATION               OCT     NOV     DEC     99    FEB     MAR
           -------             ------- ------- ------- ------ ------ --------
<S>                            <C>     <C>     <C>     <C>    <C>    <C>
ICT                             [*]     [*]     [*]     [*]    [*]     [*]

FCT                             [*]     [*]     [*]     [*]    [*]     [*]

Burn-in                         [*]     [*]     [*]     [*]    [*]     [*]

Final test                      [*]     [*]     [*]     [*]    [*]     [*]

Final Inspection                [*]     [*]     [*]     [*]    [*]     [*]

OBA                                                     [*]    [*]     [*]

HASS                                                    [*]    [*]     [*]
</TABLE>

OBA
Feb :  [*]

       [*]

Mar:   [*]


ARR HISTORY

<TABLE>
<CAPTION>
                                                               JAN
DATE                1Q98     2Q98     3Q98    4Q98    TOTAL     99     FEB    MAR
----                ----     ----     ----    ----    -----    ----    ---    ---
<S>                 <C>      <C>      <C>     <C>     <C>      <C>     <C>    <C>
Install base        [*]      [*]      [*]     [*]     [*]      [*]     [*]    [*]

Returns             [*]      [*]      [*]     [*]     [*]      [*]     [*]    [*]

ARR                 [*]      [*]      [*]     [*]     [*]      [*]     [*]    [*]

ARR Monthly                                                    [*]     [*]    [*]
</TABLE>

FA OF RETURNS

JAN 99:

[*]


4Q98:

(NDF and customer caused defects are included):

[*]
[*]
[*]
[*]

FA and corrective actions for returns are on file with procurement engineering.


       * 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.
<PAGE>   68

MTBF

Based on ARR calculation = [*]


TOP DEFECT PARETOS AT RELEASE:


<TABLE>
<CAPTION>
STATION                      DEFECT AND PERCENT OF PARETO
-------                      ----------------------------
<S>                          <C>
Burn-in                      [*]

Final test                   [*]

OBA                          [*]

[*]                          [*]
</TABLE>


CORRECTIVE ACTIONS AND IMPROVEMENT PLANS:

[*]
[*]
[*]
[*]
[*]


PRODUCT CONFIGURATION

<TABLE>
<CAPTION>
   CPQ P/N            DESCRIPTION             UPC             JAN          SUPPLIER MODEL
   -------            -----------             ---             ---          --------------
<S>             <C>                       <C>             <C>              <C>
380591-B21      8-port fiber channel      741372751188    4948382083043    CQ-1630-0002
                switch, rack mount kit

380578-B21      16-port fiber channel     743172751171    4948382083036    CQ-1630-0001
                switch, rack mount kit
</TABLE>

       1.     Agency approvals:

<TABLE>
<CAPTION>
        COUNTRY                       SAFETY                  EMC
        -------                       ------                  ---
        <S>                           <C>                     <C>
        United States                 UL 1950                 FCC Part 15 Class A

        Canada                        CSA 22.2  No. 950       CSA 108.8 Class A

        Japan                         IEC 60950               VCCI (CISPR-22)

        EC and EFTA countries         EN60950                 EN 55022:1994/EN50082-
                                                              1:1992
                                                              (CE MARK)

        Australia New Zealand         AS/NZS 3260:1993        AS/NZ 3548
                                                              (C-Tick mark)

        International                 IEC 950                 CNS 1348 (BCIQ logo)
</TABLE>


<PAGE>   69

       Labels:

       Compaq P/N, Description, Count contained, UPC or JAN codes, [*] [*],
       Spares label, Compaq Logo tape

       Jumpers / switch setting: Power Switch in OFF position

       FW at release: [*]]

       Bezel color: [*]

       Bezel marking: 'Compaq Storage works Fibre Channel Switch'


       * 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.
<PAGE>   70
                             PROCESS MANAGEMENT PLAN

<TABLE>
<CAPTION>
                                                LOT SIZE                                           STOP SHIP CRITERIA/
                                                 SAMPLE         REPORT       REPORT                  REACTION OUT OF
PROCESS        PARAMETER     SPECIFICATION        PLAN          METHOD      FREQUENCY               CONTROL CONDITION
------------   -----------   --------------   ------------    -----------   ---------   ------------------------------------------
<S>            <C>           <C>              <C>             <C>           <C>         <C>
BURN-IN        YIELD         PASS/FAIL        [*]             YIELD CHART      [*]      1. [*]
                                                                                           PRODUCTION OF PRODUCT.
GENERIC        DIAGNOSTICS,                                                                NOTIFY COMPAQ WITHIN 24 HOURS.
PRODUCT        POWER
               CYCLING
SYSTEM -       YIELD         PASS/FAIL        [*]             YIELD CHART      [*]      1. IF FAILURES EXCEED [*] DUE TO
FINAL TEST -                                  WORK            [*]                          [*] FAILURES NOTIFY COMPAQ WITHIN [*].
COMPAQ         FUNCTIONAL                     INSTRUCTION                                  OPEN [*]; DETERMINE ROOT CAUSE AND
PRODUCT        TEST                                                                        TAKE CORRECTIVE ACTION FOR ALL [*]
                                                                                           FAILURES.
OUT OF BOX     YIELD         COMPAQ BOM,      SAMPLE
AUDIT                        DESIGN AND       PER [*] POST    YIELD/DPPM,      [*]      1. ON [*] RELEVANT [*],
(OBA)          VISUAL-       COSMETIC SPECS,  PACKAGING       [*]                       2. INSPECT/TEST ALL UNITS IN THE LOT
               MECHANICAL-   PACKAGING,       INSPECTION                                3. NOTIFY COMPAQ WITHIN [*] WORKING
COMPAQ         COSMETIC      LABELS, AND      PROCEDURE                                    HOURS OF ANY [*] FAILURE
PRODUCT        INSPECTION,   PALLETIZATION                                                 OPEN [*]; DETERMINE ROOT CAUSE AND TAKE
               ACCESSORY                                                                   CORRECTIVE ACTIONS FOR ALL [*] FAILURES.
               KITS,
               PALLETS

FINAL          YIELD         PASS/FAIL        [*]             YIELD CHART      [*]      1. ON [*] FAILURE STOP SHIPMENT,
QUALITY                                                       [*]                       2. INSPECT/TEST ALL UNITS IN THE LOT
AUDIT                                                                                   3. NOTIFY COMPAQ WITHIN [*] WORKING
                                                                                           HOURS OF ANY [*] FAILURE
COMPAQ                                                                                  4. OPEN [*] DETERMINE ROOT CAUSE AND
PRODUCT                                                                                    TAKE CORRECTIVE ACTIONS FOR
                                                                                             ALL [*] FAILURES.
</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.

<PAGE>   71
                             PROCESS MANAGEMENT PLAN

<TABLE>
<CAPTION>
                                                                                                          STOP SHIP CRITERIA/
                                                 LOT SIZE          REPORT              REPORT                 REACTION TO
PROCESS      PARAMETER        SPECIFICATION      SAMPLE PLAN       METHOD            FREQUENCY          OUT OF CONTROL CONDITION
-----------  ---------------  ----------------   ---------------   ---------------  --------------   ------------------------------
<S>          <C>              <C>                <C>               <C>              <C>              <C>
[*] SUMMARY  N/A              N/A                N/A               LIST             [*] REPORT DUE   SUMMARY OF ALL [*] BOTH CLOSED
                                                                                    BY THE [*] OF    AND OPEN FOR THE MONTH
                                                                                    THE [*] FOR
                                                                                    THE PREVIOUS
                                                                                    [*] DATA

ECN / PCN    ECNs / PCNs      ALL IMPLEMENTED    N/A               LIST             [*] REPORT DUE   SUMMARY OF ALL ECNs / PCNs
 LOG                          AND PROPOSED                                          BY THE [*] OF    IMPLEMENTED TO DATE AND
                              ECN/PCNs WITHIN                                       THE [*] FOR      ECNs / PCNs TO BE IMPLEMENTED
                              90 DAY                                                THE PREVIOUS     WITHIN [*] DAYS
                              LEAD TIME                                             [*] DATA

DEFECT       DEFECT PARETO    N/A                N/A               LIST             [*] REPORT DUE   SUMMARY OF TOP [*] FROM FINAL
PARETOS AND  FOR TOP                                                                BY THE [*] OF    [*] TEST, [*], AND CORRECTIVE
CORRECTIVE   DEFECTS                                                                THE [*] FOR      ACTIONS WITH IMPLEMENTATION
ACTIONS      CAUSING [*] OF                                                         THE PREVIOUS     DATES FOR EACH [*]
             REJECTS AND                                                            [*] DATA
             CORRECTIVE                                                                              [*].
             ACTIONS

ORT/HASS     PER BROCADE      PER BROCADE        [*] UNDER TEST    NUMBER OF        [*] REPORT DUE   NOTIFY COMPAQ WITHIN [*]
             ORT TEST         ORT/HASS           PER BROCADE       UNITS TESTING,   BY THE [*] OF    WORKDAYS OF A [*] FAILURE IN
             PROCEDURE        TEST PROCEDURE     ORT/HASS          FAILURES,        THE [*] FOR      ORT TESTING. SUBMIT CORRECTIVE
                                                 PROCEDURE         DEFECT PARETO,   THE PREVIOUS     ACTION AND IMPROVEMENT PLANS
                                                                   CORRECTIVE       [*] DATA         WITHIN [*] WORKDAYS.
                                                                   ACTIONS,
                                                                   IMPROVEMENT                       [*]
                                                                   PLAN

ARR          VERIFIED FIELD   [*]                MONTHLY           REPORT RETURNS   [*] REPORT DUE   IF  ARR EXCEEDS LIMIT NOTIFY
             FAILURES AND                        RETURNS           BY MONTH         BY THE [*] OF    COMPAQ WITHIN [*] WORKDAYS.
             TOTAL FIELD                                           COMPAQ ARR %     THE [*] FOR      SUBMIT CORRECTIVE ACTION
             RETURNS                                               INSTALLED BASE   THE PREVIOUS     PLAN WITHIN [*] WORKDAYS.
                                                                   AND              [*] DATA
                                                                   ALL OTHER ARR%                    [*]

</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.
<PAGE>   72
                                    EXHIBIT E
                                SERVICES ADDENDUM

This Addendum to the Corporate Purchasing Agreement ("CPA") between Buyer and
Seller ("Addendum") provides additional terms and conditions governing the
procurement of Services and/or Spares designated in Exhibit 1, "Schedule of
Spares" by Buyer. In the case of conflict between the CPA and this Addendum,
this Addendum will take precedence. Terms not otherwise defined herein shall
have the corresponding definitions ascribed to them in the CPA.

A.      SPARE PARTS AVAILABILITY

        1.      Seller shall make available for purchase by Buyer and/or Buyer's
                authorized third party, replacement Products in "new" and/or
                "like new" condition (collectively designated herein as
                "Spares") as set forth in the Schedule of Spares. Spares are
                considered either whole units (switches), or sub-assemblies (ex.
                [*]), "Like new" is defined as Spares that have been refurbished
                to the latest mandatory revision to meet all applicable
                electrical, mechanical, firmware and cosmetic specifications and
                Engineering documentation, including the replacement of damaged
                or missing non-functioning parts.

        2.      Seller and Buyer agree that Spares will be owned and held by
                Buyer. Buyer reserves the right to purchase Spares on an "as
                needed" basis subject to lead time. Buyer will maintain stock on
                hand sufficient to service the anticipated needs of Buyer's
                installed base.

B.      PRICING

        1.      Pricing for Spares is set forth in the Schedule of Spares.
                Pricing shall remain fixed for the Contract Pricing Period as
                set forth herein of [*] days. [*] days prior to the end of the
                then current Contract Pricing Period, Buyer and Seller shall
                meet to review the pricing of Spares. The Schedule of Spares
                will be amended to reflect any adjustment in pricing the parties
                mutually agree will apply to the subsequent Contract Pricing
                Period.

        2.      If pricing for Spares referenced in the Schedule of Spares
                cannot be agreed upon for a subsequent Contract Pricing Period,
                those items of Spares for which pricing can not be agreed upon
                will be deleted from this Addendum. If pricing for [*], Buyer
                shall have the [*] to [*] this [*], upon written notice to
                Seller, as it [*].

*  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.


                                       72

<PAGE>   73
        3.      In the event that No Trouble Found (NTF) returns exceed the
                terms outlined in section 11.2 of the Corporate Purchase
                Agreement, the following NTF charges may apply:

<TABLE>
<CAPTION>
                              BROCADE                                                COMPAQ P/"s
                   --------------------------------        ----------------------------------------------------------------
                    Order P/N            Mfr. P/N          2-5-2 part #       6-3 part #      Spare part #       NTF Charge
                   ------------       -------------        ------------       ----------      ------------       ----------
<S>                <C>                <C>                  <C>                <C>             <C>                <C>
8-port switch      CQ-1630-0002       80-0000106-04        30-56042-01        127552-B21       127660-001           [*]
16-port switch     CQ-1630-0001       80-0000105-04        30-56042-02        127553-B21       127660-002           [*]

FRUS:
Motherboard         XCQ-000001        60-0000005-01        29-34243-01        401930-001                            [*]
CPU Board           XCQ-000002        60-0000006-01        29-34244-01        401931-001                            [*]
G-Port Board        XCQ-000003        60-0000007-01        29-34245-01        401932-001                            [*]
Power Supply        XCQ-000004        60-0000012-01        29-34246-01        401933-001                            [*]
[*]                 XCQ-000005        60-0000008-01        29-34249-01        401934-001                            [*]
[*]                 XCQ-000009        60-0000009-01        29-34468-01        128328-001                            [*]
</TABLE>

C.      DELIVERY

        1.      Seller agrees to stock replacement inventory of Spares at a
                minimum of [*] geographical location of [*].

        2.      Seller shall utilize failure data or any other information
                available to Seller as manufacturer of the Spares, coupled with
                a non binding forecast supplied by Buyer, to establish proper
                stocking levels required for Seller to ship [*] percent [*] of
                orders received to the specified location within [*] business
                day of order receipt. The [*] percent [*] metric applies to all
                orders transmitted to Seller between the hours of [*]. on the
                same business day pst time. Seller shall immediately notify
                Buyer, in writing, if Seller has knowledge of any event which is
                reasonably likely to delay any specified delivery.

        3.      Seller further agrees that it will maintain a standard of [*]
                percent [*] for mistake free order processing and that less than
                [*] of Spares delivered to Buyer or Buyer's customer will be
                [*]. For purposes of this metric, [*] is defined as an out of
                box Spare that is [*] either due to wrong part shipped, under
                [*], incomplete, damaged, or functional failure ([*] within [*]
                following installation). Seller will resolve any order
                processing errors, delivery issues or [*], the [*] after
                notification by Buyer.

        4.      Buyer will measure Seller's performance to delivery metrics set
                forth in C.2 based upon the date stated on Buyer's electronic
                order. In the event Seller fails to meet these metrics, Buyer
                may, at its option, (I) establish a new mutually agreed upon
                delivery schedule for the Spares whereby [*] for premium
                transportation required to expedite delivery of such Spares, or
                (ii) [*]. If Seller delivers Spares outside of the required
                delivery "window", Buyer reserves the right to refuse said
                shipment and return the shipment, freight collect, to the
                Seller. These [*] and [*] are in addition to any other [*] and
                [*] or elsewhere in this Addendum.

D.      TIME IS OF THE ESSENCE

        Buyer and Seller hereto acknowledge that TIME IS OF THE ESSENCE to this
        Agreement, and that Buyer will suffer substantial damage in the event
        Spares are not delivered on 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.


                                       73
<PAGE>   74
E.      QUALITY

        Seller shall ensure that all Spares and/or Services delivered hereunder
        comply with the CPA "Quality Assurance" Addendum.

F.      RIGHTS AND ASSISTANCE TO [*]

        1.      It is mutually agreed between Buyer and Seller that Seller [*]
                or [*] Products or Spares should Seller [*] herein, and a
                reasonable cure period of at least [*]. Should Seller be [*],
                Seller will provide Buyer, at [*], a list of [*] and the list of
                [*] for those [*]. The [*] that are not available to Buyer from
                [*] other than Seller are to be listed. Those [*] having generic
                industry [*] and available to Buyer shall be [*] to generic [*].
                Seller further [*] Buyer with the [*] for [*] the [*] and/or [*]
                Products or Spares, along with [*], etc, of the [*]
                involved/required to perform such [*]. Seller [*] to the Buyer
                within [*] days from Buyer's written request and from Seller's
                written notification of [*].

        2.      Upon mutual agreement, Seller shall, [*], and upon reasonable
                notice, provide technical assistance and any [*] (subject to
                availability) necessary to [*]. Seller shall provide this
                service within [*] after 'mutual agreement for on-site support.

        3.      Upon mutual agreement Seller [*] Buyer or Buyer's selected [*]
                parties in any way with respect to the [*]. This support will
                continue during the Term of Availability and for so long as such
                Products and/or Spares are made available to any of Seller's
                other customers; [*].

G.      WARRANTY

        1.      Seller hereby warrants refurbished Spares for [*] months from
                the date of shipment from Seller. Refurbished Spares will be
                date coded indicating date of repair, to include human readable
                characters, in English, in plain sight.

        2.      Seller shall use commercially reasonable efforts to provide
                Flow-Through Warranty for Spares that are sold to Buyer from
                Seller utilizing 3rd party suppliers. This warranty passed to
                Buyer from Seller shall be no less than the warranty provided by
                the Seller. Such Spares should be noted as such in the Schedule
                of Spares

        3.      Buyer may appoint an Authorized Service Agent to administer the
                warranty process. Seller will recognize said appointment and
                will assist Buyer's Authorized Service Agent, as required by
                Buyer, to maintain the warranty process described herein

        4.      Seller shall bear all warranty costs such as labor, material,
                and inspection. If Buyer or [*] any such [*] them [*]. Buyer
                shall bear the cost of shipping Product to Seller's facility and
                Seller shall bear the cost of shipping Product back to Buyer's
                facility.

*  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.


                                       74
<PAGE>   75
H.      OUT-OF-WARRANTY SERVICE

        1.      Spares submitted by Buyer for repair once the warranty period
                has expired will be in reasonably good condition and repairable.
                In the event Spares submitted for repair have been damaged
                beyond repair as determined by Seller, Seller will not be
                obligated to refurbish such Spares. Seller agrees to notify
                Buyer's Service Organization within [*] business days of receipt
                of discrepant or non-repairable Spares, as long as quantity
                returned at any one time does not exceed mutually agreed
                volumes.

        2.      Seller shall have [*] business days from the date the Spares [*]
                for repair and return to Buyer.

        3.      Seller hereby warrants Replacement Spares for [*] months from
                the date of shipment.

        4.      Buyer will provide Seller with a non-binding estimated rolling
                twelve (12) month forecast on a monthly basis.

        5.      Delivery of repaired Spares by Seller shall be FOB origin. Buyer
                shall pay all transportation charges and bear all risk of loss
                or damage during transit

I.      ENGINEERING CHANGES

        Seller agrees to provide Buyer's authorized representative all
        information necessary for Buyer to maintain a complete and accurate
        revision matrix for all parts supplied to Buyer. The revision matrix
        allows a Field Engineer to understand the functional relationship
        between the revision levels of parts in a unit and the revision level of
        the item being installed. This information allows Buyer to determine if
        a specific Engineering Change to any part affects the upward or downward
        compatibility of any part or subassembly in the whole option or device.

J.      ESCALATION

        Seller agrees that during the term of this Addendum, it shall designate
        a Seller Representative who shall act as Buyer's primary contact for any
        service issues regarding parts procurement, exchange, repair or quality.
        Seller must prepare and present to Buyer an internal written escalation
        process and said Representative or designated backup(s) must be
        available to Buyer, at least by pager, Monday-Friday, 7:00am-7:00pm pst
        Seller shall provide technical support to Buyer for duration of this
        Addendum including the [*] Term of Availability. Seller will resolve all
        issues deemed to be Priority 1 Product "bugs", correct any problems with
        production, and provide a service solution to Buyer for its customers.
        Seller shall acknowledge escalated cases within [*] business day and
        both parties shall agree to provide a resolution within a mutually
        acceptable time to be decided on a case by case basis. At Buyer's
        request, and if available locally, on-site technical support by Seller
        shall be made available to Buyer or its authorized third (3rd) party.
        This will be determined on a case by case basis.

K.      DIRECT PROCUREMENT OF SPARES

        EXHIBIT F, SCHEDULE OF SPARES, DATED: _________.

*  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.


                                       75
<PAGE>   76

AGREED TO AND ACCEPTED BY:

(SELLER)                                 COMPAQ COMPUTER CORPORATION (BUYER)

BY:                                      BY:
      ------------------------------            --------------------------------
          (AUTHORIZED SIGNATURE)                     (AUTHORIZED SIGNATURE)

NAME:                                    NAME:
      ------------------------------            --------------------------------
            (TYPED OR PRINTED)                         (TYPED OR PRINTED)

TITLE:                                   TITLE:
      ------------------------------            --------------------------------
            (TYPED OR PRINTED)                         (TYPED OR PRINTED)

DATE:                                    DATE:
      ------------------------------            --------------------------------


                                       76
<PAGE>   77
                                    EXHIBIT F

                 PRODUCT, SPARES AND/OR SERVICES SPECIFICATIONS

<TABLE>
<CAPTION>
                                                        8 PORT SWITCH
                ----------------------------------------------------------------------------------------------------
                          BROCADE                                      COMPAQ P/"s
                ---------------------------  -----------------------------------------------------------------------
                 Order P/N       Mfr. P/N    2-5-2 part #  6-3 part #  Spare part #   UPC code  JAN code  Rev. Level
                ------------  -------------  ------------  ----------  ------------   -------   --------  ----------
<S>             <C>           <C>            <C>           <C>         <C>            <C>       <C>       <C>
w/o GBIC        CQ-1630-0002  80-0000106-04  30-56042-01   127552-B21   127660-001      N/A        N/A        [*]
w/GBIC         CQ-1630-0004  80-0000108-04      N/A          N/A                       N/A        N/A

FR"S:
Motherboard      XCQ-000001   60-0000005-01  29-34243-01   401930-001                   N/A        N/A
CPU Board        XCQ-000002   60-0000006-01  29-34244-01   401931-001                   N/A        N/A
G-Port Board     XCQ-000003   60-0000007-01  29-34245-01   401932-001                   N/A        N/A
Power Supply     XCQ-000004   60-0000012-01  29-34246-01   401933-001                   N/A        N/A
[*]              XCQ-000005   60-0000008-01  29-34249-01   401934-001                   N/A        N/A
[*]              XCQ-000009   60-0000009-01  29-34468-01   128328-001                   N/A        N/A
</TABLE>

<TABLE>
<CAPTION>
                                                       16 PORT SWITCH
                -----------------------------------------------------------------------------------------------------
                          BROCADE                                           COMPAQ P/"s
                ----------------------------  -----------------------------------------------------------------------
                 Order P/N        Mfr. P/N    2-5-2 part #   6-3 part #  Spare part #   UPC code  JAN code  Rev Level
                ------------   -------------  ------------   ----------  ------------   --------  --------  ---------
<S>             <C>            <C>            <C>            <C>          <C>           <C>       <C>       <C>
W/o GBIC        CQ-1630-0001   80-0000105-04  30-56042-02    127553-B21   127660-002      N/A        N/A       [*]
W/GBIC          CQ-1630-0003   80-0000107-04      N/A           N/A                       N/A        N/A

FR"S:
Motherboard           Same as 8-port
CPU Board
G-Port Board
Power Supply
[*]
[*]
</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.


                                       77
<PAGE>   78
                                    EXHIBIT G

                        COMPAQ SUPPLIER COMPLIANCE POLICY

Compaq Computer Corporation is proud of its reputation for integrity and honesty
in its business dealings. Our corporate culture of fairness and quality is one
of our most valuable assets. Maintaining this reputation is an ongoing process,
and Compaq considers it to be one of its most important jobs.

It is essential that the highest standards of conduct be observed by Compaq, as
well as its suppliers. In fact, Compaq believes that it suppliers must operate
at the same high level of integrity as Compaq. In this regard, Compaq has
adopted a Supplier Compliance Policy. As part of this policy, Compaq suppliers
must comply fully with the requirements set forth below. This policy requires
that Compaq suppliers and their employees exercise the highest degree of honesty
and integrity in conducting their business with Compaq, as well as other third
parties.

I.      ETHICAL STANDARDS Compaq expects its suppliers to avoid conflicts of
        interest that create opportunities for abuses and allegations of
        commercial bribery.

        A.      Conflicts of Interest -- Suppliers are expected to avoid any
                action which may involve, or appears to involve, a conflict of
                interest with Compaq.

        B.      Business Courtesies -- Business should be won or lost on the
                merits of the products and services being offered by its
                suppliers. Therefore, supplier funds or personal funds of its
                employees should not be used to provide a business courtesy
                unless the gift is commemorative, ceremonial or customary in
                nature and has an insubstantial value. Under no circumstances
                should a kickback or bribe ever be offered to Compaq or its
                employees.

II.     ENVIRONMENTAL STANDARDS Compaq expects its suppliers to conduct their
        business in a manner that provides a safe, healthy and environmentally
        friendly workplace and meets or exceeds all applicable environment and
        work place legal requirements.

        A.      Hazardous Materials, Air Emissions & Waste Water Discharges --
                Compaq requires that each of its suppliers comply with all
                applicable environmental laws and regulations regarding
                hazardous materials, air emissions and waste water discharges,
                including those regarding the manufacture, transportation,
                storage, disposal, and release to the environment of such
                materials.

        B.      Health & Safety -- Compaq expects its suppliers to maintain
                their facilities in a safe and healthy manner and in compliance
                with all applicable laws and regulations.

III.    EMPLOYMENT STANDARDS Compaq expects its suppliers to foster human
        dignity by treating their employees fairly and with respect. Compaq
        requires that its suppliers comply with all applicable national, state
        and local employment laws.


                                       78
<PAGE>   79
        A.      Child Labor -- Compaq expect its suppliers to refrain from using
                child labor. Workers can be no less than 14 years of age and not
                younger than the compulsory age to be in school. Compaq supports
                the development of legitimate workplace apprenticeship programs
                for the educational benefit of young people.

        B.      Prison Labor -- Compaq expects its suppliers to refrain from
                utilizing prison or forced labor within their work forces.

        C.      Disciplinary Practices -- Compaq expects its suppliers to
                refrain from using corporal punishment or other forms of mental
                or physical coercion with their employees.

        D.      Working Hours -- Compaq expects its suppliers to comply with all
                applicable laws regarding compensation for overtime work
                performed by their employees. Additionally, employees should be
                allowed at least one day off in seven.

IV.     COMPETITIVE STANDARDS Compaq expects its suppliers to compete fairly and
        vigorously within the marketplace. Compaq discourages anti-competitive
        practices by its suppliers that inhibit the operation of a free-market
        economy. Compaq requires that its suppliers comply with all applicable
        competition laws.

        A.      Price fixing -- Compaq expects its suppliers to refrain from
                collaborating with competitors to fix prices for its goods.

        B.      Anti-competitive Practices -- Compaq will not tolerate
                anticompetitive practices by its suppliers, including efforts to
                allocate markets or customers among their competitors or to fix
                bids.

V.      CONFIDENTIALITY Compaq requires that its suppliers enforce a policy that
        ensures the confidentiality of all proprietary or confidential
        information provided by Compaq.

        A.      Non-disclosure Agreement -- Compaq requires that its suppliers
                comply with the terms of the Confidentiality and Non-disclosure
                Agreements that have been entered into with Compaq.

        B.      Other Confidentiality Obligations -- Compaq requires its
                suppliers to refrain from making unauthorized disclosures to
                Compaq of third party confidential information.

VI.     COMPLIANCE WITH GOVERNMENT LAWS AND REGULATIONS Compaq expects its
        suppliers to comply with all applicable laws and regulations governing
        their business relationships with Compaq. In addition, Compaq requires
        that its Suppliers agree to implement and maintain a Small, Woman-Owned,
        Minority Business Enterprise (SWMBE) program in accordance with Federal
        Acquisition Regulations (FAR) 52.219-0(d)(ll)(iii). Upon request by
        Compaq, Suppliers agree to provide Compaq with written certification of
        its compliance with the SWMBE Federal Acquisition Regulations.


                                       79
<PAGE>   80
Compaq is dedicated to maintaining its reputation for fairness and integrity. In
many ways the future success of both Compaq and its suppliers depends on our
ability to build on these high standards.

The foregoing requirements are not intended to be all-inclusive, and Compaq
expects its suppliers to exercise ethical judgment beyond strict compliance with
the law, and to be responsive to the concerns of the communities in which they
operate. Failure to comply with the above requirements may result in reduction
of business with Compaq, or in some instances, termination of your relationship
with Compaq. Understanding and complying with the above requirements will help
to ensure that our mutual business activities are conducted in the highest
ethical and professional manner.


                                       80
<PAGE>   81
                                    EXHIBIT H

                  DOCUMENTATION, TRAINING AND TECHNICAL SUPPORT

I.      SERVICE AND SUPPORT REQUIREMENTS

        Buyer will be responsible for working directly with the End Users, and
        Seller Support will work directly with Buyer to support Buyer personnel,
        as necessary. Buyer represents and warrants that it is experienced in,
        capable of, and staffed to provide, Level 1 and Level 2 support (as
        defined below). Seller offers training programs to assist in attaining
        this level of expertise on Seller Products. Seller Support will accept
        calls for technical assistance only from Level II engineers who have
        attended Seller instructed training Courses 1 through 3.

        Seller will provide Level 3 support (as defined below).

II.     SUPPORT LEVEL DEFINITIONS

           1.0 LEVEL 1 SUPPORT

        Level 1 support is the first line, direct End User contact, most likely
        via a telephone call handling group provided by Buyer. Level One support
        includes:

           -  First contact, direct Buyer/End User interaction

           -  Information collection and analysis

           -  Identification of whether the problem is known and has a known
              solution

           -  Troubleshooting and problem reproduction

           -  Problem report administration and tracking

        The parties agree that End Users shall not have the right to contact
        Seller directly for questions related to the Products.

           2.0 LEVEL 2 SUPPORT

        Level 2 support is "technical support" provided by Buyer personnel.
        Level 2 support is typically provided by experts in the applicable
        Product and who serve as the escalation point for Level 1. Level 2
        support personnel are expected to resolve all known problems,
        installation and configuration issues, assist in firmware or driver
        updates at the End User site, search Seller posted Technical Notes and
        other technical information supplied that will assist in providing
        problem resolutions. All pertinent data shall be entered in Buyer's
        problem tracking database.

        Should the Level 2 analyst be unable to resolve a problem, either
        because of lack of expertise, exhausted troubleshooting knowledge, or
        expiration of the allotted Level 2 resolution time, the Level 2 analyst
        may escalate the problem to Level 3 for resolution. Level 2 personnel of
        Buyer will continue to diligently work with Level 3 personnel of Seller
        to accomplish resolution. Level 2 personnel of Buyer will communicate
        all resolutions back to the End Users.


                                       81
<PAGE>   82
Escalations should be presented to Seller engineers in the form of a problem
tracking data base record with all pertinent configuration detail and failure
information or symptoms documented in detail.

In an effort to maintain an efficient support organization and crisp exchange of
information, Buyer will limit the number of support personnel (Level 2)
authorized to contact Seller (Level 3) to [*] and ensure that these personnel
have attended courses 1, 2, and 3 taught at the Seller training facility.

          3.0 LEVEL 3 SUPPORT

Level 3 support is provided by Seller System Engineers (SE) and/or Technical
Support Engineers (TSE). Level 3 is the first point of contact for technical
issues between Seller and Buyer. Once a problem is accepted by Seller in its
sole discretion for escalation to Level 3, Seller is responsible for resolution
and will utilize commercially reasonable resources to resolve such problem.

Prior to escalating to Level 3, it is expected that Buyer shall provide the
following information and documentation:

           -  Any error information from the device connected to the switch and
              from the switch.

           -  All names and revisions of hardware equipment.

           -  All firmware revisions of the drivers.

           -  Any log files from the devices connected to the switch.

           -  Any trace file from the devices connected to the switch.

           -  The configuration information of the equipment being used.

           -  Detailed definition of all steps taken to reproduce and resolve
              this situation prior to escalation to Level 3.

Assigned Level 3 support personnel (SE and/or TSE) can be contacted via direct
dial, email to an established "support" alias, web site initiated input, and by
calling Seller's [*] support number. Direct access to Seller support personnel
will be possible during normal Seller's business hours (8 AM to 5 PM PST, M-F).
Emergency situations for [*] problems are handled via [*] at [*].

          4.0 SELLER'S SEVERITY

Definitions and Support Goals

The goal for initial response time to all telephone support requests is [*] or
less during normal Seller working hours. For after hours telephone requests, the
goal is [*] or less. The targeted response time for requests submitted by other
means, such as email, or fax, is [*].

*  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.


                                       82
<PAGE>   83
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
   Severity                     Definition                        Service Objective           Resolution Time
----------------------------------------------------------------------------------------------------------------------
<S>             <C>                                         <C>                            <C>
1               SELLER Product is completely                Respond to initial request     [*] using commercially
                non-functional, or deemed a safety hazard,  within [*] during normal       reasonable efforts.
                situation has high impact on development    SELLER business hours, and
                or delivery efforts. Installation problems. [*] for non-business hours.
                                                            Resources applied until a
                                                            solution or acceptable work-
                                                            around is found.
----------------------------------------------------------------------------------------------------------------------
2               SELLER Product is functionally impaired,    Respond to initial request     [*]
                has substantially degraded performance but  within [*] during normal
                is not completely dysfunctional. There are  SELLER business hours.
                no available work-arounds.  Situation has   Resources applied
                medium impact on customer activity.         continuously, during business
                                                            hours, until a solution or
                                                            work-around is found.
----------------------------------------------------------------------------------------------------------------------
3               SELLER Product or advertised functionality  Resources applied on a         [*]
                may be slightly impaired but is             priority basis, until a
                operational, has low to no impact on        solution or a work-around is
                customer activity, and there are            found.
                work-arounds available.
----------------------------------------------------------------------------------------------------------------------
4               Generic questions, and enhancement          Answer generic questions or    Commercially reasonable
                requests.                                   provide path to answers        efforts for generic
                                                            within reasonable time         questions.  Enhancement
                                                            frames.  The SELLER web site   requests are processed on
                                                            will be the prime repository   a case by case basis.
                                                            for this type of information.
                                                            Enhancement requests will be
                                                            reviewed and implemented in
                                                            the next major release, where
                                                            feasible, or to meet specific
                                                            commitments made.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         * Certain information on this page has been omitted and filed
         separately with the Commission. Confidential treatment has bee
                requested with respect to the omitted portions.


                                       83

<PAGE>   84

                           TECHNICAL TRAINING PROGRAM
                                TRAINING OUTLINE



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                              COURSE                            DAYS     COST
-----------------------------------------------------------------------------
<S>        <C>                                                   <C>      <C>
           1.1 FC & SAN intro:                                   1        [*]
                  Audience: Sales/Marketing/SE's

           1.2 Switch intro & features:                          3        [*]
                  Audience: Sales/Marketing/SE's

           1.3 Install/Config/Troubleshoot/Mgmt tools:           2        [*]
                  Audience: SE's, Tech support

              FULL COURSE                                        5        [*]

Note: Includes non-reproduceable copy of all course materials for each person.
Additional binders of training materials may be purchased from SELLER.

Courses will be offered at SELLER's offices in San Jose, CA or at such other
facility notified to Buyer from time to time. A minimum of [*] students will be
required to attend, or the course in question may, at SELLER's sole option, be
canceled. Buyer agrees that it shall pay any and all travel and lodging expenses
related to such training. SELLER will make these courses available to End User
customers, on terms to be negotiated at SELLER's then-current rates for end user
training courses.
-----------------------------------------------------------------------------
</TABLE>


         * Certain information on this page has been omitted and filed
         separately with the Commission. Confidential treatment has bee
                requested with respect to the omitted portions.



                                       84
<PAGE>   85
                                    EXHIBIT I

                        SILKWORM II LABEL MATRIX: COMPAQ




<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                               POSITIONING
-----------------------------------------------------------------------------------------------------------------------
                                                                                  on
                                                                                Pallet
                                                                                  or
                                                                                Single
                                                     on            on          Shipping
Label Name        Brocade P/N        Compaq Spec #  Switch       Carton        Container         Comments
-----------------------------------------------------------------------------------------------------------------------
<S>           <C>                    <C>            <C>          <C>          <C>            <C>
[*]           56-0001488-01 Rev A         [*]        [*]                                     Approved (email) 2/25/98
-----------------------------------------------------------------------------------------------------------------------
[*]           47-0001351-01 Rev 1         [*]        [*]                                     Approved (email) 2/25/98
-----------------------------------------------------------------------------------------------------------------------
[*]           56-0001486-01 Rev A         [*]        [*]                                     Approved (email) 2/25/98
-----------------------------------------------------------------------------------------------------------------------
[*]           56-0000312-01 Rev 1         [*]        [*]
-----------------------------------------------------------------------------------------------------------------------
[*]           56-0001484-01 Rev A         [*]                                      X         Approved (email) 4/29/98
-----------------------------------------------------------------------------------------------------------------------
[*]           56-0001485-01 Rev A         [*]                      [*]
-----------------------------------------------------------------------------------------------------------------------
[*]           55-0000969-01 Rev 1         [*]                      [*]
-----------------------------------------------------------------------------------------------------------------------
[*]           56-0000003-01 Rev A         [*]         [*]
-----------------------------------------------------------------------------------------------------------------------
[*]           85-0000003-01
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


         * Certain information on this page has been omitted and filed
         separately with the Commission. Confidential treatment has bee
                requested with respect to the omitted portions.



                                       85
<PAGE>   86
                                    EXHIBIT J


                    PRODUCT AGENCY AND REGULATORY COMPLIANCE


                                  REQUIREMENTS





<TABLE>
<CAPTION>
COUNTRY                        SAFETY                    EMC
<S>                            <C>                       <C>
United States                  UL 1950                   FCC Part 15 Class A
Canada                         CSA 22.2  No. 950         CSA 108.8 Class A
Japan                          IEC 60950                 VCCI (CISPR-22)
EC and EFTA countries          EN60950                   EN 55022:1994/EN50082-1:1992 (CE
                                                          MARK)
Australia New Zealand          AS/NZS 3260:1993          AS/NZ 3548 (C-Tick mark)
International                  IEC 950                   CNS 1348 (BCIQ logo)
</TABLE>


<PAGE>   87
                                   EXHIBIT K

                             PACKAGING SPECIFICATION

                  USE COMPAQ DRAWING NO. [*] (LATEST REVISION)





         * Certain information on this page has been omitted and filed
         separately with the Commission. Confidential treatment has bee
                requested with respect to the omitted portions.


<PAGE>   88
                                    EXHIBIT L


                          ELECTRONIC COMMERCE AGREEMENT
                     BETWEEN COMPAQ COMPUTER CORPORATION AND
                             BROCADE COMMUNICATIONS


This Electronic Commerce Agreement ("Agreement") is made and entered into on
___________ ("Effective Date"), by and between Compaq Computer Corporation
("Compaq"), a Delaware corporation with offices at 20555 SH 249, Houston, Texas
77070 and Brocade Communications _____________________a corporation with offices
at _______________, herein collectively referred to as the "Parties".


WHEREAS the Parties desire to transmit and receive data electronically and


WHEREAS the Parties desire to ensure that such transmissions are legally valid
and enforceable;


NOW THEREFORE, in consideration of the premises and of the covenants and
conditions set forth herein, the Parties agree as follows:


TRANSMISSION REQUIREMENTS. (a) Each Party may electronically transmit to or
receive from the other Party through any means of Electronic Commerce defined to
include, but is not limited to, Electronic Data Interchange (EDI), Facsimile,
Electronic Mail, Internet and World Wide Web, any of the transaction sets
("Electronic Interchanges") listed in Appendix A to this Agreement or such other
sets as the Parties agree to in writing from time to time. Any transmission of
data that does not conform to the applicable requirements as specified in
Appendix A for the type of Electronic Interchange(s) between the Parties, is/are
not an Electronic Interchange(s) and shall have no force or effect between the
Parties.


(b) Each Party shall adopt as its signature an electronic identification number
or code ("User ID") and shall use such signature in each Electronic Interchange
with the other Party. The Parties agree that a User ID, when affixed to or
contained in an Electronic Interchange, shall be legally sufficient to verify
the identity of the transmitting Party and to authenticate the Electronic
Interchange. (C)) Electronic Interchanges shall not be deemed to have been
properly received, and no Electronic Interchange shall give rise to any
obligation, until accessible to the receiving Party. Upon proper receipt of any
Electronic Interchange, the receiving Party shall promptly transmit a functional
acknowledgment or alternate acknowledging Electronic Interchange agreed to by
the Parties, which shall constitute conclusive evidence that a Electronic
Interchange has been properly received) If acceptance of a Electronic
Interchange is required by Appendix A, any such Electronic Interchange that has
been properly received shall not give rise to any obligation unless and until
the Party initially transmitting such Electronic Interchange has received a
business response Electronic Interchange, as specified in Appendix A.


<PAGE>   89

(e) Each Party shall establish reasonable controls to ensure the timely handling
of all data transmissions and shall contact promptly the sending Party for
corrective action in the event of a transmission error, such as an
unintelligible or garbled transmission, or in the event electronic transmission
operations are lo2. VALIDITY AND ENFORCEABILITY. (a) This Agreement has been
executed by the Parties to evidence their mutual intent to create binding
obligations pursuant to the Electronic Interchange specifying certain of the
applicable terms. Any Electronic Interchange properly transmitted pursuant to
this Agreement shall be considered a "writing" or "in writing" and any such
Electronic Interchange that contains or has a User ID affixed to it ("Signed
Electronic Interchanges") shall be deemed for all purposes (i) to have been
"signed" and (ii) to constitute an "original" when printed from electronic files
or records established and maintained in the normal course of business.


(b) The Parties agree not to contest the validity or enforceability of Signed
Electronic Interchanges under the provisions of any applicable law relating to
whether certain agreements are to be in writing or signed by the Party to be
bound thereby. Signed Electronic Interchanges shall be admissible if introduced
as evidence on paper in any judicial, arbitration, mediation, or administrative
proceeding to the same extent and under the same conditions as other business
records originated and maintained in documentary form. Each Party agrees that it
will not contest the admissibility of copies of Signed Electronic Interchanges
under either the business records exception to the hearsay rule or the best
evidence rule on the basis that such Signed Electronic interchanges were not
originated or maintained in documentary f


3. THIRD PARTY SERVICE PROVIDERS. (a) The Parties may transmit Electronic
Interchanges either directly or through third party service providers or
networks. Each Party shall be responsible for the costs of any third party
service provider with which it contracts and any other costs it incurs in the
electronic transmission or receipt of Electronic Interchanges under this
Agreem(b) Either Party may modify its election to use, not use, or change a
third party service provider upon thirty (30) days prior written notice to the
other Pa

4. OBLIGATION TO MAINTAIN RECORDS. Neither Party has an obligation to maintain
the storage of data records or other files for the other Pa


5. GENERAL TERMS AND CONDITIONS FOR PURCHASES AND SALES. This Agreement does not
express or imply any commitment to purchase or sell goods or services. Where the
Parties mutually agree to engage in such transactions using Electronic Commerce,
the general terms and conditions for such transactions shall be those contained
in the applicable purchase contract


6. SECURITY PROCEDURES AND CONFIDENTIALITY OF USER IDS. (a) Each Party shall
adopt and use security procedures that are reasonably sufficient to ensure that
all transmissions of Electronic Interchanges are authorized and to protect its
business records


<PAGE>   90

and data from improper acc

(b) The Parties agree that User IDs are confidential and shall not disclose the
other Party's User ID to any unauthorized par

7. TERM AND TERMINATION. This Agreement shall remain in effect until terminated
by either Party with not less than [*] days prior written notice; provided,
however, that any termination shall not affect the respective obligations or
rights of the Parties arising under any Electronic Interchanges or otherwise
under this Agreement prior to the effective date of terminat

8. LIMITATION OF DAMAGES. Neither Party shall be liable to the other for any
special, incidental, exemplary, or consequential damages arising from or as a
result of any delay, omission, or error in the electronic transmission or
receipt of any Electronic Interchanges pursuant to this Agreement, even if the
other Party has been advised of the possibility of such dama

9. CONTINGENCIES BEYOND A PARTY'S CONTROL. Neither Party shall be liable for any
failure to fulfill its obligations under this Agreement if such failure is
caused by the occurrence of any contingency beyond its reasonable control,
including but not limited to any mechanical, electronic, or communications
failure, that prevents it from transmitting or receiving any Electronic
Interchan

10. EXPIRATION OF CLAIMS. No action, regardless of form, arising out of this
Agreement may be brought by either Party more than [*] after the cause of action
has arisen.

11. GOVERNING LAW. This Agreement is governed by the laws of the State [*],
U.S.A., excluding its conflict of law rules.

NON-ASSIGNABILITY. This Agreement shall not be assigned or transferred by either
Party without the prior written consent of the other Pa

13. ENTIRE AGREEMENT. The
entire understanding between the Parties is incorporated herein and supersedes
all prior discussions and agreements between the Parties relating to the subject
matter hereto. This Agreement can be modified only by written amendment executed
by the Parties, and shall not be supplemented or modified by any course of
dealing or trade usa

14. TITLES AND CAPTIONS. All titles or captions in this Agreement are for
convenience only. They shall not be deemed part of this Agreement and in no way
define, limit, extend, or describe the scope or intent of its provisi

15. INVALIDITY OF PROVISIONS. If any provision or provisions of this Agreement
shall be held to be invalid, illegal, or unenforceable, such provision shall be
enforced to the fullest extent permitted by applicable law and the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


* 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.


<PAGE>   91
16. ADDRESSES AND NOTICES. Written notices required or permitted hereunder,
shall be deemed given and received when properly posted by registered or
certified mail, postage prepaid, first class, in an envelope properly addressed
to the addresses set forth in an Appendix to this Agreement, or such other
address, as a Party specifies in writing to the other Party.17. AUTHORITY TO
SIGN. The individuals signing this Agreement hereby represent and warrant that
they are empowered and authorized to sign on behalf of and bind the Party for
whom they have signed.


THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND
BY ITS TERMS AND CONDITIONS.


BROCADE COMMUNICATIONS


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


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


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


COMPAQ COMPUTER CORPORATION



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

Name:


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


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


<PAGE>   92
                          ELECTRONIC COMMERCE AGREEMENT
                     BETWEEN COMPAQ COMPUTER CORPORATION AND
                         BROCADE COMMUNICATIONS SYSTEMS


                                   APPENDIX A


This appendix provides for the Electronic Interchange requirements for the
specific means of Electronic Commerce as provided.


           31.12 Electronic Data Interchange (EDI) Edifact Standard


The network Compaq will use is [*] or [*].


The Electronic Commerce business partners agree to notify each other when there
are unforeseen disruptions in normal process or when changes are about to occur
that have the potential of disrupting the use of Electronic Commerce for normal
business communications.


A Trading Partner Profile shall be received by Compaq Electronic Commerce
Services prior to establishing Seller as an Electronic Commerce Trading Partner.


           31.12.1 Electronic Commerce Transaction Sets


Below are the transaction sets Compaq supports for Purchasing Activities.
(Direction is from Compaq's perspective)


Planning Process:


Send [*] -  Planning Schedule(version [*])


Receive [*] - Commit signal (version [*] )


Purchase Order Process


Send [*] - Purchase Order (version [*])


Receive [*]  - Purchase Order Acknowledgment (version [*])


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has bee requested with respect to the
omitted portions.

<PAGE>   93
Closed Loop Process


Send [*] - Shipping Schedule (version [*])


Receive [*] - Ship Notice (version [*])


Send and Receive [*] - Inventory Report (version [*])


NOTE: Timeline of implementation of Compaq sending [*] is still to be determined


Return Material Process


Send/Receive [*] - Return Material Notification/Authorization


NOTE:  Timeline of implementation to be determined


All Documents


For all documents, the 997 - Functional Acknowledgment will be used. It should
be returned immediately and at the SET level.


           31.13 Electronic Mail


All data transmitted in the form of a business or sales transaction as an
obligation from either party through electronic mail must be digitally signed
and encrypted using the S/MIME format prior to being transmitted.


           31.14 Internet and World Wide Web


                 31.14.1  Data Security


All data transmitted in the form of a business or sales transaction as an
obligation from either party via the Internet or World Wide Web between the
parties shall be considered confidential information. Such information shall be
transmitted using a secure internet protocol or be encrypted when it is
electronically transmitted or stored as files, whether on a user's PC or a
network file share and shall remain encrypted unless it is being accessed by the
intended recipient.


If Seller does use Company-Sanctioned Encryption due to domestic or local laws,
Seller must have direct dial-up lines over which to transmit the decrypted
confidential information and shall be responsible for providing adequate
protection for the Seller's confidential information.


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has bee requested with respect to the
omitted portions.

<PAGE>   94
Access to Seller's URL



Seller shall provide Buyer read access to Seller's URL. Seller shall ensure that
Buyer has information and access to the most current URL.


             31.14.1.1 CUSTOMS AND EXPORT COMPLIANCE


Encrypted communications between the Parties and affiliates in other countries
or suppliers or customers in other countries, whether or not those customers or
suppliers are subsidiaries or affiliates of United States firms, are subject to
United States export licensing requirements.

<PAGE>   95
                                    EXHIBIT M

                           CHANGE OF CONTROL COMPANIES


                                       [*]


                                       [*]


                                       [*]


                                       [*]


                                       [*]


                                       [*]


                                       [*]


         * Certain information on this page has been omitted and filed
         separately with the Commission. Confidential treatment has bee
         requested with respect to the omitted portions.