Exhibit 10.15.2

McData Corporation

MANUFACTURING AND PURCHASE AGREEMENT

"McDATA"



"SSCI"



The
Effective Date of this Manufacturing and Purchase Agreement shall be: March 1, 2003

The
following identified documents are incorporated herein by reference.

This
Agreement and the Appendices identified above, constitutes the entire agreement between McDATA and SSCI with respect to the subject matter hereof, and supersedes all prior and contemporaneous
oral or written representations, proposals or agreements between the parties concerning the subject matter of this Agreement. In the event of any conflict between the terms of this Agreement and of
any Appendix, the terms of the Appendix shall govern.

|Accepted and agreed to by:  |  | Accepted and agreed to by:               
|--------------------------- |  | -----------------------------------------
|McDATA Corporation (McDATA) |  | Sanmina-SCI Corporation d.b.a SSCI (SSCI)
|Signed:                     |  | /s/ROBERT FINLEY(Authorized Signature)   
|Name:                       |  | Robert Finley                            
|Title:                      |  | Vice President of Manufacturing          
|Date:                       |  | 7/1/2                                    

---

TABLE OF CONTENTS

|1. |  | SCOPE                           |  | 3                                                          
|-- |  | ------------------------------- |  | -----------------------------------------------------------
|2. |  | DEFINITIONS                     |  | 3                                                          
|3. |  | PRODUCTS                        |  | 4                                                          
|   |  | 3.1                             |  | Products                                                   
|   |  | 3.2                             |  | Product Specifications                                     
|   |  | 3.3                             |  | Product Manufacturing                                      
|   |  | 3.4                             |  | Quality and Reliability Assurance                          
|   |  | 3.5                             |  | Identification of Products and Trademark Rights            
|4. |  | MANUFACTURE OF PRODUCTS         |  | 5                                                          
|   |  | 4.1                             |  | Manufacture of Products                                    
|   |  | 4.2                             |  | Manufacturability of McDATA Design                         
|   |  | 4.3                             |  | Manufacture in Accordance with Specifications              
|   |  | 4.4                             |  | Location and Qualification of Manufacturing Operations     
|   |  | 4.5                             |  | Approved Supplier List and Manufacturer's Parts List       
|   |  | 4.6                             |  | McDATA Engineering Change Orders                           
|   |  | 4.7                             |  | Tooling and McDATA-Owned Equipment                         
|   |  | 4.8                             |  | Change in Manufacturing Process                            
|   |  | 4.9                             |  | Country of Origin Certificate                              
|   |  | 4.10                            |  | International Direct Ship Products                         
|   |  | 4.11                            |  | Environmental Matters                                      
|5. |  | PRODUCT PRICING                 |  | 8                                                          
|   |  | 5.1                             |  | Prices                                                     
|   |  | 5.2                             |  | Request for Quotation                                      
|   |  | 5.3                             |  | Production Quote Model                                     
|   |  | 5.4                             |  | Price Matrix                                               
|   |  | 5.5                             |  | Cost Reduction Requirements                                
|   |  | 5.6                             |  | Most Favored Nations                                       
|6. |  | FORECASTS, ORDERS, AND DELIVERY |  | 10                                                         
|   |  | 6.1                             |  | Forecasts                                                  
|   |  | 6.2                             |  | Burst Capacity                                             
|   |  | 6.3                             |  | Purchase Orders and Releases                               
|   |  | 6.4                             |  | Payment Terms                                              
|   |  | 6.5                             |  | Acceptance of Purchase Orders                              
|   |  | 6.6                             |  | Delivery                                                   
|   |  | 6.7                             |  | Delayed Delivery                                           
|   |  | 6.8                             |  | Order Rescheduling                                         
|   |  | 6.9                             |  | Order Cancellation                                         
|   |  | 6.10                            |  | Packaging                                                  
|   |  | 6.11                            |  | Buffer Inventory                                           
|   |  | 6.12                            |  | Vendor Managed Inventory (VMI)                             
|   |  | 6.13                            |  | Shipment, Title and Risk of Loss                           
|7. |  | WARRANTY AND DISCLAIMER         |  | 13                                                         
|   |  | 7.1                             |  | Performance Warranties                                     
|   |  | 7.2                             |  | Product Warranty                                           
|   |  | 7.3                             |  | Epidemic Failure Warranty                                  
|8. |  | INVENTORY RISK MANAGEMENT       |  | 15                                                         
|   |  | 8.1                             |  | Lead Time Expectations                                     
|   |  | 8.2                             |  | Non-cancelable Non-returnable (NCNR) Rules for Components  
|   |  | 8.3                             |  | End-of-Life Inventory Support                              
|   |  | 8.4                             |  | Inventory Risk Limitation for Excess and Obsolete Inventory
|   |  | 8.5                             |  | Supplemental First Choice Purchases                        

1

---

|9.         |  | RISK MANAGEMENT                             |  | 17                                           
|---------- |  | ------------------------------------------- |  | ---------------------------------------------
|           |  | 9.1                                         |  | Disaster Recovery                            
|           |  | 9.2                                         |  | Key Personnel                                
|           |  | 9.3                                         |  | SSCI Supplier Disaster Recovery Plan         
|10.        |  | PROGRAM MANAGEMENT                          |  | 17                                           
|           |  | 10.1                                        |  | Quarterly Reviews                            
|           |  | 10.2                                        |  | On-site Support Expectations                 
|           |  | 10.3                                        |  | New Product Introduction Program Coordination
|11.        |  | CONFIDENTIAL INFORMATION AND NON-DISCLOSURE |  | 18                                           
|           |  | 11.1                                        |  | Confidential Information                     
|           |  | 11.2                                        |  | Exceptions                                   
|           |  | 11.3                                        |  | Non-Disclosure Obligation                    
|           |  | 11.4                                        |  | Effect of Termination                        
|           |  | 11.5                                        |  | Injunctive Relief                            
|12.        |  | INDEMNIFICATION AND INSURANCE               |  | 19                                           
|           |  | 12.1                                        |  | Infringement Indemnification by McDATA       
|           |  | 12.2.                                       |  | Infringement Indemnification by SSCI         
|           |  | 12.3                                        |  | Indemnification by Either Party              
|           |  | 12.4                                        |  | General Indemnification                      
|           |  | 12.5                                        |  | Insurance                                    
|13.        |  | LIMITATION OF LIABILITY                     |  | 20                                           
|14.        |  | TERM AND TERMINATION                        |  | 21                                           
|           |  | 14.1                                        |  | Term                                         
|           |  | 14.2                                        |  | Termination for Material Breach              
|           |  | 14.3                                        |  | Termination for Insolvency                   
|           |  | 14.4                                        |  | Inventory Indemnification                    
|           |  | 14.5                                        |  | Effect of Termination                        
|           |  | 14.6                                        |  | Return of Materials                          
|           |  | 14.7                                        |  | Dispute Resolution                           
|15.        |  | MANUFACTURE RIGHTS                          |  | 22                                           
|16.        |  | MARKETING OR PUBLICITY                      |  | 22                                           
|17.        |  | EXPORT ADMINISTRATION                       |  | 22                                           
|18.        |  | GENERAL PROVISIONS                          |  | 22                                           
|           |  | 18.1                                        |  | Relationship of Parties                      
|           |  | 18.2                                        |  | Notices                                      
|           |  | 18.3                                        |  | Force Majeure                                
|           |  | 18.4                                        |  | Amendment or Waiver                          
|           |  | 18.5                                        |  | Non-Assignment; No Third Party Rights        
|           |  | 18.6                                        |  | Severability                                 
|           |  | 18.7                                        |  | Further Assurances                           
|           |  | 18.8                                        |  | Attorney's Fees                              
|           |  | 18.9                                        |  | Governing Law                                
|           |  | 18.10                                       |  | Entire Agreement                             
|           |  | 18.11                                       |  | Right to Audit                               
|           |  | 18.12                                       |  | Counterparts                                 
|           |  | 18.13                                       |  | Waiver                                       
|Appendix 1 |  | Products                                    |  | 25                                           
|Appendix 2 |  | Quote Model                                 |  | 26                                           
|Appendix 3 |  | Price Matrix                                |  | 28                                           
|Appendix 4 |  | SSCI Contract Quality Requirements          |  | 29                                           
|Appendix 5 |  | Buffer Stock Agreement                      |  | 35                                           
|Appendix 6 |  | Vendor Managed Inventory                    |  | 36                                           
|Appendix 7 |  | SSCI Customer RFQ Form                      |  | 38                                           

2

---

This Manufacturing and Purchase Agreement (the "Agreement") is entered into by and between McDATA and SSCI.

For
and in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1.    SCOPE

This Agreement establishes the non-exclusive terms and conditions under which McDATA agrees to purchase from SSCI and SSCI agrees to manufacture and
supply/sell to McDATA certain Products (as defined below).

2.    DEFINITIONS

2.1  "Product(s)"refers to the McDATA products described on the attached Appendix 1, as may be amended from time to
time, which meet the specifications agreed upon by the Parties and which McDATA is hereby authorized to purchase and distribute.

2.2  "Minimum Order Quantity"means the minimum quantity for which an SSCI supplier will accept an order.

2.3  "Economic Order Quantity"means a quantity at which a desirable price break is achieved.

2.4  "Specifications"means specifications, drawings, Bills of Materials ("BOM") made available by McDATA to SSCI.

2.5  "McDATA Process Documentation"means documents provided by McDATA to SSCI to define the process SSCI shall use to
manufacture the Products.

2.6  "SSCI Process Documentation"means the documents used by SSCI to define the process SSCI shall use to manufacture the
Products.

2.7  "SSCI Contract Quality Requirements"means the requirements specified on Appendix 4, as provided by McDATA to
SSCI, to define the quality assurance procedures and requirements necessary in the manufacture of the Products.

2.8  "Engineering Change Order" or "ECO"means a change to a Specification, McDATA Process Documentation, SSCI Process
Documentation, or the Products.

2.9  "Engineering Change Request" or "ECR"means a notification from one party to the other, outlining in detail, the specific
requirements of an Engineering Change Order.

2.10 "Manufacturability"means the ability to produce the Products to McDATA's Specifications, McDATA Process Documentation,
SSCI Process Documentation, and SSCI practices and manufacturing capabilities, in accordance with the terms stated in Appendix 4, including without limitation the testability of the Products
utilizing the mutually agreed upon Product Acceptance Tests (as defined herein) resulting in commercially acceptable yields.

2.11 "Direct Ship Products"means Product(s) being shipped by SSCI directly to McDATA's Customer.

2.12 "Non-direct Ship Products"means all other Product(s) not being shipped by SSCI directly to McDATA's
Customer.

2.13 "Product Acceptance Tests"means the testing array to be applied by SSCI to individual Products as mutually agreed by
the Parties in writing.

2.14 "Finished Goods"means Product that has met the Product Acceptance Test criteria, and is ready for shipment.

3

---

2.15 "Transformation Costs"means all costs associated with the manufacture of the Products, excluding raw material costs.

2.16 "Purchase Order Release"means a blanket purchase order release or an outbound sales order release issued by McDATA to
SSCI.

2.17 "End-of-Life" (EOL)means a Product or component which either McDATA or a component supplier has
formally communicated will no longer be manufactured.

2.18 "Vendor Managed Inventory (VMI)"means SSCI owned Product inventory which is delivered to and managed by SSCI in a
secured storage area within McDATA's facility. SSCI shall retain ownership and title to the VMI Product until McDATA issues a release.

2.19 "Buffer Stock"means an agreed upon quantity of Product which shall be built and maintained by SSCI in addition to the
current quarters requirements.

3.    PRODUCTS

3.1  Products.SSCI agrees to sell to McDATA the Products listed on Appendix 1. The Parties agree that changes
(additions or deletions) to Appendix 1 may be made, provided the Parties mutually agree in writing to such changes.

3.2  Product Manufacturing. McDATA agrees that for the original term of this Agreement, as defined in section 14.1,
SSCI shall be the selected manufacturer of the Products and all future derivatives of the Products listed in Appendix 1 currently being manufactured as of the Effective Date of this Agreement.

3.3  Product Specifications.SSCI agrees to manufacture the Products in accordance with the Specifications, as may be provided
to SSCI by McDATA. Upon mutual agreement on terms, conditions, and price, Product Specifications may be amended from time to time.

3.4  Quality and Reliability Assurance.SSCI agrees to manufacture the Products in accordance with the quality and reliability
assurance requirements specified in Appendix 4 (SSCI Contract Quality Requirements). Appendix 4 may be amended from time to time in writing as mutually agreed.

3.5  Identification of Products and Trademark Rights



4

---



4.    MANUFACTURE OF PRODUCTS

4.1  Manufacture of Products.SSCI shall manufacture for McDATA such quantities and types of Products as McDATA may order from
time to time, and as SSCI may accept pursuant to this Agreement. SSCI shall not, unless otherwise specified in a written agreement entered into by McDATA, manufacture or sell any Product except as
directed by McDATA hereunder. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to grant SSCI any right to use McDATA's name for any purpose other than as expressly provided
herein or otherwise mutually agreed.

4.2  Manufacturability of McDATA Design.



4.3  Manufacture in Accordance with Specifications.SSCI shall manufacture all Products in strict conformity with all
applicable Specifications, SSCI Process Documentation, McDATA Process Documentation, and SSCI Contract Quality Requirements and all applicable laws and regulations. SSCI shall not make any change in
or deviate in any way from such Specifications except pursuant to an
Engineering Change Order approved as provided in this Agreement. Further, SSCI shall ensure, that SSCI's manufacturing processes shall meet the requirements of the regulatory agencies applicable to
the manufacture of the Products, including without limitation Underwriters' Laboratory (UL), U.S. Federal Communications Commission (FCC), and the Canadian Standards Association (CSA). In the event of
a breach of this section, in addition to other remedies provided in this Agreement and available to McDATA at law, SSCI shall be liable for and shall pay all costs associated with any retrieval,
retest, rework, and/or reinstallation required due to such breach, including without limitation material, labor, and overhead costs.

5

---

4.4  Location and Qualification of Manufacturing Operations.SSCI shall manufacture all Products, in whole or in part, in its
plant in Fountain, Colorado unless McDATA authorizes SSCI in writing to manufacture Products in another plant location. Other SSCI facilities may manufacture McDATA Products upon meeting the
certification and quality standards required by McDATA. Should the quality standards of any SSCI facility fall below McDATA's stated requirements for the manufacture of its Product, and it is
necessary for McDATA to re-qualify one of SSCI's manufacturing facilities, SSCI and McDATA will mutually agree on SSCI's reimbursement of the reasonable expenses incurred by McDATA for
such re-qualification. Notwithstanding the foregoing, SSCI shall not be liable to pay expenses for regularly-scheduled visits on McDATA's behalf. Subject to McDATA's approval, which shall
not be unreasonably withheld, SSCI shall have the right to utilize internal capabilities as it relates to manufacture of components and sub-assemblies including but not limited to pcb's,
backplanes, sheetmetal, cables, engineering services, provided there is no negative impact to Product sales price or adherence to specifications.

4.5  Approved Supplier List and Manufacturer's Parts List.SSCI agrees to comply with the terms specified in Appendix 4
(SSCI Contract Quality Requirements) with regard to supplier management.

4.6 McDATA Engineering Change Orders.



6

---



4.7  Tooling and McDATA-owned Equipment.



4.8  Change in Manufacturing Process.SSCI shall notify McDATA immediately in writing of any proposed change which would
materially impact any manufacturing process, or use of equipment. McDATA requires advance notice of and must approve any and all changes that will affect Product quality or field reliability.

4.9  Country of Origin Certificate.Upon McDATA request, SSCI will provide a Country of Origin Certificate for
SSCI-manufactured Products.

4.10 International Direct Ship Products.Unless otherwise agreed, for Direct Ship Products being shipped internationally,
McDATA shall be (i) the exporter of record for any Products and/or Product documentation exported from the country of manufacture, and shall comply with all applicable country of manufacture
export control statutes and regulations, and (ii) the importer of record for all Products exported from the country of manufacture and later imported and returned to McDATA or to SSCI. SSCI
will cooperate with McDATA in obtaining any export or import licenses for the Products.

Upon
McDATA request, SSCI will evaluate the Product to determine whether or not Product qualifies as originating goods within the North American Free Trade Agreement (NAFTA). SSCI will

7

---

provide a NAFTA Certificate of Origin for those goods that are found to be NAFTA eligible. McDATA will assist SSCI by providing any information requested by SSCI that is needed to evaluate the
Product. Such information may include, but is not limited to: engineering support, technical information, Product literature, functionality of Product, end use of Product, manufacturer and country of
manufacture for any components supplied or consigned by McDATA. In the event McDATA's Product evaluation by SSCI cannot be performed without incurring additional expenses, McDATA will be responsible
for payment of such additional expenses.

McDATA
hereby certifies that it will not knowingly export, directly or indirectly, any U.S. origin technical data or software acquired from SSCI or any direct product of that technical
data or software, to any country for which the United States Government requires an export license or other approval, without obtaining such approval from the United States Government.

4.11 Environmental Matters.



4.12 Labor Disputes.SSCI shall immediately notify McDATA whenever any actual or potential labor dispute delays or threatens
to delay the timely performance of this Agreement.

5.    PRODUCT PRICING

5.1  Prices.Prices for the Products will be established based on the Production Quote Model (Appendix 2) together with
the information from the Price Matrix (Appendix 3). Prices for the Products shall be mutually agreed upon by both parties in writing, signed by authorized signatories of each party.

5.2  Request for Quotation.McDATA agrees to utilize the SSCI Customer Request for Quote form (Appendix 7) to initiate
the introduction of new Products or major changes to established processes.

5.3  Production Quote Model.On or before three (3) business days prior to the end of each month, SSCI shall
provide pricing quotation schedules to McDATA on a monthly basis (in accordance with the "Inventory Revaluation Method" as defined in Section 5.5 below) for all Products, with stated cost
reductions in accordance with Section 5.5 below. Additionally, SSCI shall provide to McDATA costed Bills of Materials (BOMs) with each quotation. McDATA may, from time to time, request interim
pricing quotations; such interim quotation shall be provided to McDATA within seventy-two (72) hours of McDATA's request for requote of existing Products. First time quotes for new
Products shall be provided within ten (10) business days of McDATA's request. McDATA's issuance of a purchase order indicates McDATA's acceptance of such quotation, subject to additional
terms McDATA may state on such purchase order. SSCI shall use the Production Quote Model, attached hereto as Appendix 2, to provide such information to McDATA.

8

---

5.4  Price Matrix.SSCI agrees to use the Price Matrix (Appendix 3) in conjunction with the Production Quote Model
(Appendix 2) in determining the prices SSCI shall charge to McDATA for the Products.

5.5  Cost Reduction Requirements.



5.6  Most Favored Nations.SSCI agrees that the prices, terms and conditions in this Agreement shall not exceed those offered
to any other customer for similar or like components purchased under SSCI-negotiated vendor pricing on such components. At the time SSCI becomes aware of such lower prices or more
favorable terms or conditions being offered to another customer, SSCI shall immediately offer those lower prices, or more favorable terms and conditions to McDATA. In such event, the Parties shall
mutually agree on the method for such settlement of the difference in price or terms and conditions for the prior thirty (30) days. McDATA shall have the right to request an audit regarding the
subject matter of this section in accordance with the terms set forth in Section 18.11.

9

---

6.    FORECASTS, ORDERS, AND DELIVERY

6.1  Forecasts.On a monthly basis, McDATA will provide a new forecast so as to maintain a minimum of seven (7) month
rolling forecast of its projected orders for Products. Any quantities listed in any forecast or other correspondence between the parties are only estimates and do not constitute a commitment on
McDATA's part to purchase such quantity. Such forecasts are made as an accommodation for planning purposes and authorization for SSCI's purchase of materials as identified in the costed BOMs, which
accompany SSCI price quotation, or as provided in section 8.1. McDATA's liability for such long lead material is as stated in Section 14.4.

6.2  Burst Capacity.SSCI shall maintain assembly process capacity to accommodate a
[***]([***]) [***] increase over projected [***] demand.

6.3  Purchase Orders and Releases.McDATA shall issue blanket purchase orders to SSCI for Products. The quantities of such
blanket purchase orders will be provided so as to ensure a minimum eight (8) weeks coverage of forecasted Products. If for administrative convenience McDATA chooses to issue orders for less
than an eight week period, SSCI shall act and McDATA shall have the same liabilities as if a minimum of eight weeks are covered by blanket purchase order, in accordance with forecast (supply report).
SSCI shall build Products to Finished Goods pursuant to the quantities and due dates stated on such blanket purchase order. For Product to be drop shipped via common carrier, McDATA shall use
commercially reasonable efforts, on a daily basis, to issue releases against the purchase orders to SSCI by 12:00 noon on a given day for individual orders of Products to be shipped on the following
day or in such time as specified on such Purchase Order Release. For Product to be shipped fob destination, releases received by 12 noon will be delivered to McDATA manufacturing site or metro Denver
locations, not later than an 11:00 a.m. delivery the second business day after receipt of release. For McDATA releases received after 12:00 noon on a day, and alternate shipping method,
over-time expense or other premiums to SSCI quoted costs are required to achieve requested delivery, with prior written approval, such cost shall be borne by McDATA. McDATA may transmit
purchase orders and releases in writing, by facsimile or other means of electronic transfer agreed to by the parties. The Parties agree that the terms and conditions of this Agreement take precedence
over any pre-printed terms on any purchase order, acknowledgement, notification, or any other document used in performance of this Agreement.

6.4  Payment Terms.Terms of payment [***] ([***])
[***] ([***]) [***] from date of invoice. Such invoice may not be dated prior to the date the applicable Products are shipped
from SSCI. McDATA is entitled to take such [***]([***]) [***]discount if payment is mailed on or before the
[***]([***] after the date of invoice. [***]([***]) day payments by McDATA are not eligible for the
discount. Payments are not subject to setoffs or offsets. McDATA will use commercially reasonable efforts to report disputed invoices to SSCI within [***]
([***]) business days of McDATA receipt. Disputed invoices not reconciled on or before the Net [***] invoice discount period shall not be
eligible for the [***]([***]) [***]invoice discount, unless otherwise mutually agreed. Upon request, SSCI will provide backup
documentation to support SSCI's claim for the stated amount of any invoice.

6.5  Acceptance of Purchase Orders.Within three (3) business days of SSCI's receipt of a purchase order, SSCI shall
provide written acknowledgement to McDATA of acceptance or rejection of such purchase order. In the event such purchase order is rejected, SSCI shall provide the reasons for such rejection on the
acknowledgement. Within four (4) hours of SSCI's receipt of each release, SSCI will use commercially reasonable efforts to provide written acknowledgement to McDATA of acceptance of such
release.

6.6  Delivery.SSCI shall deliver Products in accordance with the dates stated on the Purchase Order or Purchase Order
Release. If McDATA requires delivery sooner than the date specified on the Purchase Order Release, or if McDATA requires quantities in excess of the forecast or purchase order,

10

---

SSCI will use best commercial efforts to comply with such requests. Any deviation from the stated delivery date must be coordinated in advance.

6.7  Delayed Delivery.



6.8  Order Rescheduling.



11

---



6.9  Order Cancellation.McDATA may cancel any Product purchase order at any time subject to the terms set forth in
Section 14.4 (Inventory Indemnification). The extent of liability for open purchase orders or for other components previously authorized by McDATA for purchase by SSCI is further limited by the
expectation that SSCI shall issue a cancellation notice on all open purchase orders with its suppliers in a timely manner, and that SSCI shall use best commercial efforts to return any and all excess
and/or obsolete inventory to its suppliers. McDATA reserves the right to review and approve any cancellation or restocking charges associated with the cancellation of such open purchase orders or the
return of excess and/or obsolete inventory.

6.10 Packaging.SSCI shall package each Product in accordance with McDATA's Specifications. In the event such Specifications
are not provided, SSCI shall package each Product in accordance with SSCI's standard commercial practices for domestic or international shipment. SSCI shall include with each shipment a list of
contents, including serial numbers, to allow review of contents upon receipt. Unitized packaging, suitable for reshipment as a single spare part unit or assembly without additional packaging, and
which shall at least conform to minimum acceptable industry standards shall be made available for purchase by McDATA for reshipment of spares to end users. Product, Repairs and Spare parts must be
labeled with the McDATA part number (or other part number specified by McDATA) and SSCI's serial number and revision number.

6.11 Buffer Inventory.Appendix 5 shall govern the procurement and delivery of inventory and assembly of Product over
and above purchase order and forecast requirements for Product. This appendix may be revised from time to time with mutual written agreement.

6.12 Vendor Managed Inventory (VMI).Appendix 6 shall govern SSCI's VMI warehouse services including the receipt of
finished goods, management of inventory and execution of Product delivery on-site at McDATA's manufacturing site.

6.13 Shipment, Title and Risk of Loss.



12

---



7.    WARRANTY AND DISCLAIMER.

7.1  Performance Warranties.SSCI represents and warrants to McDATA that (a) it has the power to enter into and perform
its obligations under this Agreement; (b) it has and will have full and sufficient right to assign or grant any rights and/or licenses granted pursuant to this Agreement; and (c) its
performance of this Agreement shall not infringe upon or violate the intellectual property rights of any third party or violate any federal, state or municipal laws.

7.2  Product Warranty



13

---



14

---



7.3  Epidemic Failure Warranty.



8.    INVENTORY RISK MANAGEMENT

8.1  Lead Time Expectations.SSCI shall actively work with its suppliers to continually reduce component and
in-house process lead times. Additionally, SSCI will provide a tracking report on component lead times on a quarterly basis. Such report will reflect the number of part numbers with lead
time in thirty (30) day increments. As components with lead-times beyond Product forecast are identified they will be submitted to McDATA, with sufficient details for approval to
purchase quantities beyond forecasted requirements. Upon approval, part numbers, quantities, and cancellation lead times shall be added to a long lead-time list of componentsfor which SSCI
is authorized to purchase the identified quantity at lead-time, in addition to rolling forecasted requirements McDATA's liability for long lead time items shall be subject to the terms set
forth in Section 6.9. Such list will be published by SSCI on a monthly basis.

SSCI
will notify McDATA of risk buys required to support new product introduction activity and initial product launch requirements. Subject to McDATA's approval and authorization, these
components will be subject to a [***] ([***]) [***]carrying charge, for on-hand inventory aged over
[***] days from receipt.

8.2  Non-cancelable Non-returnable (NCNR) Rules for Components.Non-cancelable
non-returnable (NCNR) is hereby defined as any component that is unique to McDATA's Products and/or cannot be

15

---

returned to the supplier after inventory has been received and cannot be cancelled once components have been placed on order by SSCI. On a monthly basis, SSCI agrees to provide McDATA in writing a
list of components that are considered to be NCNR and for which SSCI intends to hold McDATA liable for payment to SSCI. The list will include minimum order quantity (MOQ), lead-time and
price As NCNR items are identified they will be submitted to McDATA, with sufficient details to approve and upon approval shall be added to the list. NCNR components contained within this list shall
be considered accepted and authorized by McDATA for purchase as required to support requirements with consideration to lead-time and MOQ.

8.3  End-of-life Inventory Support.SSCI will notify McDATA as parts reach
end-of-life, through a supplier of SSCI declaring the end-of-life of its parts. SSCI will use best commercial efforts to locate and qualify a reasonable
alternative to replace the end-of-life parts and/or components. If mutually agreed, SSCI will execute an end-of-life buy of such
end-of-life parts or components on McDATA's behalf. SSCI will continue to manage the end-of-life McDATA inventory for a mutually agreed upon term. SSCI
shall use best commercial efforts to mitigate McDATA's liability for carrying costs by requesting that its suppliers hold such inventory. SSCI shall provide to McDATA, on a monthly basis, a summary
report of on-hand and projected end-of-life liabilities. McDATA agrees to pay on a monthly basis a carrying charge equal to [***] of the
value of on-hand inventories purchased as End-of-life components by SSCI on behalf of McDATA. SSCI must use best efforts to contractually require critical and sole
source suppliers to provide [***]notice of end-of-life and ensure continuity of supply during this period, including a final
end-of-life buy at the end of the notice period.

8.4  Inventory Risk Limitation for Excess and Obsolete Inventory.



8.5  Supplemental First Choice Purchases.In the event McDATA has excess inventory that may be consumed in the Products, SSCI
agrees to purchase such inventory from McDATA as required to
support McDATA Product orders, and SSCI further agrees to accordingly adjust purchase orders for such parts that are in place with SSCI's vendors.

16

---

9.    RISK MANAGEMENT

9.1  Disaster Recovery.Within thirty (30) days after the Effective Date of this Agreement, SSCI agrees to provide
McDATA a formal disaster recovery plan in writing. Such plan shall delineate SSCI's ability to continue process development, Product manufacture and shipment, and to preserve contracted commitments in
the event of a disaster (e.g., fire, flood, loss of database or engineering documentation, etc.). The plan shall be designed to encompass all aspects of SSCI's commitments.

The
disaster recovery plan shall address, at a minimum:



9.2  Key Personnel.SSCI shall notify McDATA in advance of any change in SSCI key personnel assigned to McDATA's account,
including without limitation, day-to-day operational contacts, SSCI management team, and any other individuals SSCI believes to be key to SSCI's performance under this
Agreement.

9.3  SSCI Supplier Disaster Recovery Plan.SSCI shall use commercially reasonable efforts to ensure that each of its strategic
sole source suppliers supplying components for the Products has a disaster recovery strategy in place similar to the requirements stated in this section.

10.  PROGRAM MANAGEMENT

10.1 Quarterly Reviews.SSCI and McDATA shall participate in reviews, at a minimum on a quarterly basis, to discuss pricing
and delivery; quality and reliability performance against mutually agreed upon performance goals; Product changes; deliveries; NCNR quantities; Economic Order Quantities; current and future business
strategies; and other business opportunities as necessary. Cost reduction target attainment and suggestions for future cost reduction will be highlighted, along with action plans to remedy anticipated
problems and to resolve existing problems.

10.2 On-site Support Expectations.No later than thirty (30) days following the Effective Date, SSCI
agrees to place a technical program manager ("On-site Program Manager") on-site at McDATA to, at a minimum, coordinate the activities regarding (i) ECOs as set forth in
Section 4.6, (ii) component change(s), (iii) cost reductions, (iv) supplier evaluations, (v) new Product introduction (as set forth in Section 10.3). The
On-site Program Manager shall further act as liaison between SSCI and McDATA. McDATA agrees to provide appropriate facilities at McDATA to enable such On-site Program Manager
to perform the duties in accordance with this Agreement.

17

---

10.3 New Product Introduction Program Coordination.SSCI agrees to assume the program management for new product introduction
(NPI) for McDATA Products at SSCI. SSCI's NPI Program Manager shall manage all aspects of NPI, including without limitation (i) quality planning expectations as further defined in the SSCI
Contract Quality Requirements, Appendix 4 attached hereto, including without limitation, subcontract supplier selection and qualification; receiving inspection; in-process
inspection points and criteria; closed loop corrective action ("CLCA"); (ii) prototype, alpha and pre-production build support expectations; qualification builds, reports and
results; and (iii) DFx analysis support (Manufacturability). SSCI shall develop a project plan for each NPI encompassing all such aspects of NPI as set forth above ("New Product Project Plan"),
including without limitation, defining the point at which SSCI shall warrant to McDATA the Manufacturability of any such new Product.

11.  CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

11.1 Confidential Information.



11.2 Exceptions.Information will not be deemed Confidential Information hereunder if the receiving party can demonstrate
that such information: (a) is already known to the receiving party prior to disclosure; (b) is independently developed by the receiving party without the use of the disclosing party's
Confidential Information; (c) is or becomes publicly available through no fault of the receiving

18

---

party; or (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure and without breach of a nondisclosure obligation. A party may disclose
Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that such party gives the other party reasonable prior written notice sufficient to
allow the other party time to contest such disclosure.

11.3 Non-Disclosure Obligation.Each party agrees that for a period of
[***]([***]) [***]following the disclosure of Confidential Information, it (a) will not use, directly or indirectly, or
reproduce the Confidential Information of the other party for any purpose except in accordance with the terms of the Agreement; (b) will not disclose the Confidential Information of the other
party to any third parties except as expressly permitted in this Agreement; and (c) will use reasonable care, but in all events at least the same degree of care that it uses to protect its own
information of similar importance, to protect and maintain the confidentiality of all Confidential Information of the other party in its possession or control. Each party agrees not to disclose
Confidential Information to its employees or agents unless (1) such employees or agents have a "need to know" such Confidential Information and (2) have agreed in writing to be bound by
non-disclosure obligations at least as restrictive as those set forth herein. Each party further agrees to take commercially reasonably steps to ensure that the other party's Confidential
Information is not disclosed or distributed by its employees or agents in violation of this Section 11.

11.4 Effect of Termination.Upon the termination or expiration of this Agreement, or upon any request of a party, all
Confidential Information, together with any copies of same as may be authorized herein, will (at the election of the disclosing party) either be returned to the disclosing party or certified destroyed
by the receiving party. Notwithstanding the termination or expiration of this Agreement, each party agrees the requirements regarding use, confidentiality and non-disclosure set forth
herein will survive the termination or expiration of this Agreement for a period of six (6) years from the date of the disclosure of the Confidential Information. Notwithstanding the provisions
of this Section 11, SSCI's obligation for non-disclosure with regard to McDATA's Specifications and McDATA Process Documentation shall remain in full force and effect and subject to
the terms of this Section 11 indefinitely.

11.5 Injunctive Relief.In the event of any breach of this Section 11, the parties agree that the
non-breaching party may suffer irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the parties hereby agree that the non-breaching party
shall be entitled to seek injunctive relief, in addition to any other available remedies at law or in equity.

11.6Each party agrees that it will not, without the prior written consent of the other party, transmit Confidential
Information received from the other party to any country outside of the United States of America.

12.  INDEMNIFICATION AND INSURANCE

12.1 By McDATA.Subject to the provisions of Section 12, McDATA agrees, at its expense, to defend, indemnify and hold
harmless SSCI and its officers, directors and employees from and against all third party claims, suits and proceedings (i) arising in connection with product liability claims for the Products
resulting from McDATA's design of the Products or due to McDATA's negligence or willful misconduct; (ii) relating to any breach of a representation or warranty by McDATA hereunder, or
(iii) based on any third party claim that the Products infringe or violate any United States patent or trademark, or worldwide trade secret or copyright, and will pay all final judgments
awarded or settlements entered into on such claim, proceeding or suit. Notwithstanding the foregoing, McDATA shall not be liable for any claim of infringement to the extent any Product is altered or
modified without McDATA's authorization.

19

---

12.2 By SSCI.Subject to the provisions of Section 12, SSCI agrees, at its expense, to defend, indemnify and hold
harmless McDATA and its officers, directors and employees from and against all third party claims, suits and proceedings (i) arising in connection with product liability claims for the Products
resulting from SSCI's manufacturing process or due to SSCI's negligence or willful misconduct; (ii) relating to any breach of a representation or warranty by SSCI hereunder; and/or
(iii) based on any third party claim that SSCI's manufacturing process of the Products infringes any third party's United States patent or trademark, or worldwide trade secret or copyright and
will pay all final judgments awarded or settlements entered into on such claim, proceeding or suit.

12.3 By Either Party.Subject to the provisions of Section 12, each party shall defend, indemnify and hold the other
party, its officers, directors and employees from and against any and all claims, including
personal injury and death, losses, expenses (including reasonable attorneys' fees), demand, or judgments ("Claims") which result from or arise out of:



12.4 Indemnification Procedures.The indemnifying party's indemnification obligations are conditioned upon the indemnified
party: (i) giving prompt notice of the claim or action to the indemnifying party; (ii) granting sole control of the defense or settlement of the claim or action to the indemnifying party
(except that the indemnified party's prior written approval will be required for any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing
material liability to or materially prejudice or detrimentally impact the indemnified party in any way); and (iii) providing reasonable cooperation and, at the indemnifying party's request and
expense (except for the value of the time of the indemnified party's employees), assistance to the indemnifying party in the defense or settlement of the claim or action.

12.5 Insurance.Each party agrees to maintain appropriate worker's compensation insurance for its employees as well as
commercial general liability insurance. SSCI agrees to maintain insurance in the following minimum amounts: $[***] General Liability insurance; and in excess of
$[***] property insurance. Upon McDATA's written request pursuant to the execution of this Agreement, SSCI will provide McDATA with proof of such coverage in the form of a
Certificate of Insurance. SSCI further agrees to notify McDATA of any changes in such insurance coverage. McDATA's written request for SSCI to issue a Certificate of Insurance should be sent to the
following: SSCI Technology, Inc., Asset Management Department, PO Box 1000, Huntsville, AL 35807.

13.  LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING WITHOUT LIMIATION CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, RECORDS, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABLITY OR OTHERWISE, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLAIMS (I) FOR DAMAGES FOR BODILY INJURY
OR DEATH OR DAMAGE TO PERSONAL PROPERTY DIRECTLY CAUSED BY EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (II) FOR BREACH OF REPRESENTATIONS OR WARRANTIES; (III) RELATING TO THE
PARTIES' OBLIGATIONS RELATING TO INDEMNIFICATIONS; OR

20

---

(IV) FOR BREACH OF CONFIDENTIALITY ARE EXCLUDED FROM THE FOREGOING LIMITATION.

14.  TERM AND TERMINATION

14.1 Term.The term of this Agreement shall be for [***]([***])
[***] from the Effective Date, and unless terminated pursuant to the termination provisions of this Agreement, will automatically renew for one (1) year terms. Either
party may terminate this Agreement without cause by providing the other party sixty (60) days written notice.

14.2 Termination for Material Breach.In addition to any other rights or remedies that may be available at law or in equity,
a party may terminate this Agreement if the other party is in material breach of this Agreement and has not cured the breach within thirty (30) days of written notice specifying the breach. If
the breach is not cured within the thirty (30) day period, termination will become effective on the thirtieth (30th) day following the written notice. Consent to extend the cure
period for breaches other than nonpayment of fees shall not be unreasonably withheld, so long as the breaching party has commenced cure during the thirty (30) day notice period and pursues cure
of the breach in good faith.

14.3 Termination for Insolvency.Either party may immediately terminate this Agreement by written notice to the other upon
the occurrence of any of the following events: (i) either party becomes insolvent; (ii) a receiver is appointed for either party or its property; (iii) either party makes, or
attempts to make, an assignment for the benefit of its creditors; (iv) any proceedings are commenced by or for either party under any bankruptcy, insolvency, or debtor's relief law and such
proceedings are not set aside within thirty days following their filing; and/or (v) either party liquidates or dissolves or makes a good faith attempt to liquidate or dissolve
voluntarily or otherwise.

14.4 [***]

14.5 Effect of Termination.Termination of this Agreement and pursuant liability of either party shall be limited in accordance with
Section 13. Notwithstanding, either party may seek injunctive relief. The parties' rights and obligations under Sections 1, 3, 4, 5, 6, 7, 11, 12, 13, 14.4, 14.6, 14.7, 15, 16, 18.2,
18.5, 18.8, 18.9, and 18.11 hereof shall survive termination of this Agreement. In the event of
termination or expiration of this Agreement, SSCI agrees to provide McDATA with all of the data and records required in Appendix 4 (SSCI Contract Quality Requirements). The parties agree that
for a period of six (6) months following termination or expiration of this Agreement, the terms of this Agreement shall apply to any purchase orders issued by McDATA and subsequently accepted
by SSCI, provided SSCI may retain the Tooling required for the testing and manufacturing of the Products.

14.6 Return of Materials.Upon the termination of this Agreement, each party shall promptly deliver to the other party any of
the other party's proprietary information in its possession, including, but not limited to, Confidential Information and/or developments, and all notes, records, engineering notebooks, Tooling, and
other documents relating thereto. Each party shall continue thereafter to promptly return to the other party any of the above mentioned materials and all copies thereof that come into its possession.

14.7 Dispute Resolution.In the case of disputes between the Parties that cannot be resolved upon one Party issuing and the
other Party receiving written notice of a dispute, the following escalation sequence is mutually agreed between the Parties. Should the dispute not be resolved within fifteen
(15) calendar days after dispute notification, both Parties agree to escalate the dispute to the appropriate Corporate Executive VP's. Should the dispute remain unresolved in the
pursuing fifteen (15) day period from escalation, the Parties will discuss the legal options which best suit the dispute. In the event the Parties cannot agree on the legal option (judicial,
mediation, or arbitration) on the thirty-fifth (35th) day after the dispute notification, the Parties agree to seek Arbitration as the means of

21

---

settling the dispute. The Parties agree to use the Commercial Arbitration Rules-Expedited Procedures of the American Arbitration Association. If the Parties mutually agree upon one arbitrator to hear
the case, one arbitrator will be used. If the Parties cannot agree upon one arbitrator, then each Party will chose one arbitrator and the third arbitrator shall be selected by the other two
arbitrators. The period allowed for the arbitrator(s)' discovery shall not exceed thirty (30) calendar days. Arbitration shall be limited to fifteen (15) days following discovery
completion, and the judgment of the arbitrator(s) shall be final and binding upon the Parties. Any arbitration pursuant to this Agreement shall be held in Boulder, Colorado. Each party shall bear its
own expenses and shall share equally the administrative expenses of the hearing, including, without limitation, arbitration fees and the expenses of a court reporter.

15.  MANUFACTURE RIGHTS.

In the event (1) of proceedings in bankruptcy or insolvency invoked by or against SSCI, or in the event of the appointment of an assignee for the benefit
of creditors or a receiver, or (2) SSCI is no longer in business, and provided McDATA has complied with all its payment obligations under this Agreement, SSCI agrees that McDATA or McDATA's
selected contract manufacturer(s) may produce the Products. Such authorization shall be in the form of a Manufacturing Rights Agreement between the parties for McDATA to make, have made, sell, offer
for sale or export the Products. SSCI's Manufacturing Rights Agreement will allow McDATA to receive and utilize SSCI's manufacturing strategies and production documentation, SSCI Process
Documentation, test procedures, all data and records required in Appendix 4 (SSCI Contract Quality Requirements). In the event the Products contain any SSCI
Intellectual Property, SSCI agrees to grant to McDATA a worldwide, nonexclusive, irrevocable license to continued use of such SSCI Intellectual Property in the Products. SSCI will grant McDATA
Manufacturing Rights including SSCI Intellectual Property License only if one (1) of the two (2) events stated above occurs.

16.  MARKETING OR PUBLICITY.

The parties may publicly refer to the existence, but not the content, of this Agreement and may reference their business relationship by creating a
hyper-link from one party's web site to the other party's web site. Neither party shall use the name, trademark, or service mark of the other party in any advertising, promotional
material, or publicity releases without first obtaining the other party's prior written consent. SSCI acknowledges and agrees that McDATA will file this Agreement with the Securities and Exchange
Commission (SEC), and that McDATA will seek confidential treatment of pricing terms and as otherwise allowed by the SEC.

17.  EXPORT ADMINISTRATION.

Each party agrees to comply with the U.S. Foreign Corrupt Practices Act and all relevant export laws and regulations of the United States and the country or
territory in which the Products are provided ("Export Laws") to assure that neither any deliverable, if any, nor any direct product thereof is (i) exported, directly or indirectly, in violation
of Export Laws or (ii) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation.

18.  GENERAL PROVISIONS.

18.1 Relationship of Parties.McDATA and SSCI are independent contractors. Nothing in this Agreement shall be construed to
create a partnership, joint venture, or agency relationship between the parties. Neither party is granted the right or authority to assume or create any obligation or responsibility, express or
implied, on behalf of, or in the name of the other party, or to bind such other party in any manner to anything whatsoever. It is expressly agreed that under no circumstances shall

22

---

any of the employees of one party be deemed the employees of the other for any purpose. Each party shall be solely responsible for payment of all compensation and benefits payable to its employees,
as well as all employment related taxes.

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

To SSCI:
SSCI Systems, Inc.
702 Bandley Drive
Fountain, CO 80817

With an additional copy to:
SSCI Systems, Inc.
702 Bandley Drive
Fountain, CO 80817Attn: VP Plant Manager

Attn: McDATA Operations ManagerTo McDATA:
McDATA Corporation
380 Interlocken Crescent
Broomfield, CO 80021-3464
Attn: VP Manufacturing
CC: Director of Materials

With an additional copy to:
McDATA Corporation
380 Interlocken Crescent
Broomfield, CO 80021-3464
Attn: General Counsel
CC: Director, Contracts Department


18.3 Force Majeure.Neither party shall be liable for any failure or delay in its performance under this Agreement due to
causes which are beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, and
governmental actions; provided that (a) the delayed party: (i) gives the other party written notice of such cause promptly, and in any event within fifteen (15) days of discovery
thereof, and (ii) uses commercially reasonable efforts to correct such failure or delay in its performance, and (b) the delayed party's time for performance or cure under this Agreement
shall be extended for a period equal to the duration of the cause or sixty (60) days, whichever is less. The party against whom this section is invoked shall have the right to terminate
the affected installments under any purchase order. Notwithstanding, should McDATA be the party claiming the force majeure event, McDATA shall be liable for any applicable cancellation charges as set
forth in Section 14.4 (Inventory Indemnification). This force majeure provision may not be invoked for failure or inability to make a payment under this Agreement.

18.4 Amendment.No provision of this Agreement will be deemed amended or modified by either party, unless such amendment or
modification is made in writing and signed by authorized representatives of both parties.

18.5 Non-Assignment; No Third-Party Rights. Neither party may assign this Agreement or any of its rights or
obligations hereunder without the other party's prior written consent, which shall not be unreasonably withheld or delayed. In the event of such an assignment, the assignor must provide written notice
of its intent to assign and the assignee must agree in writing to be bound by the terms and conditions of this Agreement. Any assignment in violation of the foregoing restrictions shall be null and
void. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties hereto. This Agreement is for the sole and exclusive benefit of the parties hereto and
not for the benefit of any third parties, and nothing in this Agreement shall be construed as giving any rights to any person not a party hereto.

18.6 Severability.If any provision of this Agreement is held to be invalid or unenforceable by a proper authority having
jurisdiction over this Agreement, such provision shall be deemed null and void and the remaining provisions of this Agreement shall remain in full force and effect. The parties shall

23

---

substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision.

18.7 Further Assurances.The parties agree to execute, acknowledge and deliver such further instruments, and to do all such
other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

18.8 Attorney's Fees.If any litigation arises between the parties in connection with this Agreement, the prevailing party
will be entitled to recover reasonable attorneys' fees, costs and expenses from the other party.

18.9 Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado
excluding its choice of law provisions. Any action brought in connection with this Agreement may be brought in the state or federal courts of Colorado. In any such action, SSCI submits to the personal
jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is specifically excluded and shall not be applicable to any transaction contemplated
herein.

18.10  Entire Agreement.This Agreement, together with any applicable appendices, constitutes the entire
Agreement between McDATA and SSCI relating to the subject matter of this Agreement. This
Agreement supersedes the previous Manufacturing and Purchase Agreement dated 12/14/01 This Agreement takes precedence over any pre-printed terms and conditions on invoices, purchase
orders, acknowledgements, or other forms used by the parties in carrying out the terms and conditions of this Agreement.

18.11  Right to Audit.McDATA reserves the right to have access to such SSCI records for McDATA invoices,
supplier purchase orders and any other applicable documentation of cost and expenses incurred by SSCI in performance of this Agreement, for purpose of audit and verification. Such audits may be
performed by McDATA or by an independent auditor selected by McDATA during normal business hours and upon reasonable notice, for so long as such records are required to be retained. SSCI will
retain such records for [***]([***]) years or as required by law. Further, McDATA reserves the right to audit SSCI and/or SSCI's facilities at any time
upon reasonable notice, to ensure SSCI's compliance with this Agreement. McDATA shall ensure that any auditor performing audit duties, whether McDATA personnel or an independent auditor selected by
McDATA, shall first have entered into SSCI's confidentiality agreement.

18.12  Counterparts.This Agreement shall be executed upon the affixed signatures of both Parties' duly
authorized representatives. Three (3) original copies shall be executed and be retained by the following: one (1) original remains with McDATA, one (1) with SSCI Plant in
Fountain, CO, and one (1) copy sent to SSCI Contract Department in Huntsville, AL.

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

24

---

QuickLinks