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                                                                   EXHIBIT 10.21

                             MANUFACTURING AGREEMENT

                                     BETWEEN

                               EMULEX CORPORATION

                                       AND

                       BENCHMARK ELECTRONICS INCORPORATED

This Agreement is entered into by and between Benchmark Electronics, Inc.
("Benchmark") a Texas corporation having its principal place of business at 3000
Technology Drive, Angleton, Texas 77515, and Emulex Corporation ("Emulex"), a
California corporation having its principal place of business at 3535 Harbor
Boulevard, Costa Mesa, California 92626, and shall be effective as of the later
of the dates on which the parties execute the Agreement ("Effective Date").

Now, therefore, the parties agree as follows:

1.       DEFINITIONS

         1.1      "Product" means the Emulex product listed in Attachment A,
                  manufactured by Benchmark in accordance with this Agreement.
                  The parties may add other Emulex products to this Agreement in
                  accordance with the Product Quotation Acceptance Methodology
                  described in Section 8.

         1.2      "Product Documentation" means information required for the
                  manufacture of the Product, including BOM, AVL, drawings,
                  specifications, packaging requirements, unique test equipment,
                  test procedures, and software code.

         1.3      "Purchase Order" or "Order" means Emulex's purchase order,
                  which may be submitted to Benchmark in writing,
                  electronically, or other format mutually agreed to, and any
                  documents incorporated therein by reference.

         1.4      "Manufacturing Lead Time" means the total aggregate lead time
                  of the Material of the Product having the longest lead time,
                  plus the time necessary for receiving, inspection,
                  manufacturing, systems integration, test and shipment of the
                  Product, all as agreed by the parties.

         1.5      "Materials" means component line items, including but not
                  limited to, long lead time components, minimum and multiple
                  buys, reel quantities, components that are at time of purchase
                  by Benchmark, or become, non-cancelable non-returnable
                  components, on the BOM, which are collectively assembled to
                  produce the Product.

         1.6      "BOM" means Emulex's bill of Materials.

         1.7      "RMA" means return material authorization.

         1.8      "Obsolete Materials" means Materials on hand and/or on order
                  that can no longer be used in the Product.

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         1.9      "Excess Materials" means Materials on hand and/or on order in
                  excess of twelve (12) weeks' forecasted demand (based upon
                  Emulex's Orders and/or then current Forecast) resulting from
                  Emulex's cancellations, reschedules, or other delays or
                  changes.

         1.10     "AVL" means Emulex's approved vendor list, updated from time
                  to time, which specifies vendors approved by Emulex to supply
                  Materials specified in a BOM, from which Benchmark may
                  purchase or procure Materials.

         1.11     "Delivery" or "Delivery Date" means the date the Product is
                  shipped from Benchmark's place of manufacture.

2.       SCOPE OF AGREEMENT

         Benchmark agrees to manufacture Products for Emulex in accordance with
         the terms and conditions of this Agreement and at the manufacturing
         locations listed in Attachment A. This Agreement is non-exclusive and
         the parties may enter into similar agreements with other parties.
         Except for Purchase Orders issued to Benchmark, Emulex shall not be
         obligated to purchase any Products from Benchmark hereunder.

         Local Contracts: If a subsidiary of Benchmark manufactures Products for
         Emulex, the sale of such Products shall be subject to the terms and
         conditions of this Agreement upon the execution by Emulex and the
         Benchmark subsidiary of a local contract incorporating all of the terms
         and conditions of this Agreement and adding any additional terms
         necessary to reflect the manufacturing and business requirements unique
         to the relationship between Emulex and the Benchmark subsidiary ("Local
         Contract"). Benchmark's subsidiary reserves the right to review the
         financial condition of Emulex prior to entering into such Local
         Contract. The Local Contract shall only be binding if signed by the
         authorized officers and/or directors of Emulex and the Benchmark
         subsidiary.

3.       TERM AND TERMINATION

         3.1      Subject to the provisions of sub-Sections 3.2 and 3.3, below,
                  the initial term of this Agreement shall be for a period of
                  one year from the Effective Date. This Agreement shall
                  automatically renew at the end of the initial term for
                  successive periods of one year each, unless one party notifies
                  the other in writing of its intent to terminate the Agreement.
                  Such notice shall be delivered no later than ninety days prior
                  to the end of the initial or renewal term then in effect.

         3.2      Emulex may terminate this Agreement and/or an Order for
                  convenience at any time by giving Benchmark at least ninety
                  days' prior written notice. Termination of the Agreement will
                  not relieve the parties of any obligations incurred prior to
                  the date of termination.

         3.3      In addition to the termination rights specified in sub-Section
                  3.2, above, either party may immediately terminate this
                  Agreement and/or an Order if the other party:

                  (a)      becomes insolvent or bankrupt, files or has filed
                           against it a petition in bankruptcy, or undergoes a
                           reorganization pursuant to a petition in bankruptcy
                           filed with respect to it; or

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                  (b)      is dissolved or liquidated, or has a petition for
                           dissolution or liquidation filed with respect to it;
                           or

                  (c)      is subject to property attachment, court injunction,
                           or court order which substantially and negatively
                           affects its operations; or

                  (d)      makes an assignment for the benefit of creditors; or

                  (e)      ceases to function as a going concern or to conduct
                           its operations in the normal course of business.

         3.4      Either party may immediately terminate this Agreement and/or
                  an Order if the other party fails to perform any of the
                  material obligations imposed upon it under the terms of this
                  Agreement so as to be in default hereunder and fails to cure
                  such default, or to give adequate assurance of performance,
                  within thirty days after receiving written notice thereof,
                  except in the case of payment-related defaults, for which the
                  cure period shall be ten business days.

         3.5      In the event either party terminates or cancels this Agreement
                  or an Order for any reason, Emulex shall pay Benchmark, within
                  thirty (30) days of Benchmark's invoice setting forth the
                  following termination charges: (1) the price for all finished
                  Products existing (a) for termination by Benchmark, on the
                  date that the termination notice is sent to Emulex, and (b)
                  for termination by Emulex, on the date Benchmark receives the
                  termination notice; (2) Benchmark's actual and documented cost
                  (including labor, Materials and a reasonable mark-up) for all
                  work in process; (3) Benchmark's Delivered Cost (defined as
                  Benchmark's actual cost of the Materials plus a six percent
                  (6%) handling charge for freight in, importation costs,
                  receiving and inspection, stocking, cycle count, pick and
                  pack, attrition, etc.) for Materials purchased pursuant to
                  Section 7 (Forecast) herein; and (4) any vendor cancellation
                  and restocking charges, provided that Benchmark makes
                  commercially reasonable efforts to minimize the quantities of
                  such items and the amounts of such cancellation and restocking
                  fees.

         3.6      The parties hereby agree to negotiate in good faith to resolve
                  any other costs associated with the termination of the
                  Agreement or an Order that are in addition to those costs
                  specified above in Section 3.5.

4.       EMULEX PROPERTY

         4.1      Information Required for Product Manufacture

                  Subject to the provisions of Sections 5 and 16, Emulex will
                  provide Benchmark with the Product Documentation. Emulex
                  reserves the right to change the content of the Product
                  Documentation at any time, provided such changes are made
                  pursuant to the process for engineering changes in Section
                  12.1.

         4.2      Emulex-Provided Equipment and Tools

                  (a)      All Emulex owned equipment and tools (collectively
                           "Equipment") will be marked with Emulex's control
                           numbers prior to shipment to Benchmark. If Benchmark
                           purchases such Equipment on Emulex's behalf, Emulex
                           will provide Benchmark with the appropriate control
                           numbers and labels to identify it as Equipment.
                           Benchmark is authorized to use such Equipment at no
                           charge in concert with Product Documentation to
                           produce Product, and shall only be

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                           responsible for damage to such Equipment caused by
                           Benchmark's negligence or willful misconduct. Damage
                           due to normal wear and tear and replacement of the
                           Equipment or worn or defective parts thereof and
                           maintenance or calibration of such Equipment shall be
                           the sole responsibility of Emulex unless otherwise
                           agreed by the parties.

                  (b)      Benchmark will notify Emulex if it reasonably
                           believes that Equipment is required to meet Emulex's
                           Product manufacturing requirements or schedules, and
                           will obtain Emulex's approval before purchasing such
                           Equipment. This Equipment may consist of in-circuit
                           test equipment, functional test equipment, special
                           component tooling, special assembly tooling, PCBA
                           pallets and/or other items as agreed between the
                           parties. Emulex will reimburse Benchmark for such
                           Equipment according to the terms of Section 8.2. Any
                           Equipment purchased under this Section 4.2 will
                           become the property of Emulex, and Benchmark shall
                           ship, Ex Works (Incoterm 2000) Benchmark's plant, all
                           such Equipment at the sole cost and direction of
                           Emulex upon the termination or expiration of this
                           Agreement. Notwithstanding the Ex Works shipment
                           term, Benchmark shall be responsible for loading the
                           Equipment onto the carrier's truck at Benchmark's
                           plant and shall have risk of loss for the Equipment
                           until such Equipment is loaded onto the carrier's
                           truck.

5.       INTELLECTUAL PROPERTY RIGHTS

         5.1      During the term of this Agreement, Emulex grants Benchmark
                  only those specific rights and licenses under Emulex's
                  applicable patents, copyrights, trademarks, trade names,
                  logos, and other intellectual property rights necessary for
                  Benchmark to manufacture the Products for Emulex under this
                  Agreement. Benchmark's rights and licenses granted hereunder
                  end upon termination of this Agreement.

         5.2      Benchmark shall not publicize or use the name or trademark of
                  Emulex in any manner related to this Agreement without
                  Emulex's prior written consent.

6.       APPROVAL OF VENDORS AND MATERIALS

         Emulex is responsible for any change in AVL, Materials or Product.
         Benchmark will purchase Materials only from the AVL, which will be
         provided to Benchmark by Emulex and updated as changes warrant. Emulex
         shall provide Benchmark with all updated AVL lists. Upon Benchmark's
         receipt of an updated AVL list, Benchmark will provide Emulex with an
         impact statement on any impact on the Product price, including price
         for BOM, and/or the Delivery Date of Products, and the parties shall
         mutually agree upon any necessary adjustment to Product pricing and/or
         Delivery Dates. Any changes in vendors proposed by Benchmark are
         subject to Emulex's advance written consent. If Emulex refuses to give
         such consent or fails to respond to a change in vendor proposed by
         Benchmark within five days, and if Benchmark has used commercially
         reasonable efforts to purchase Materials from approved vendors but
         shortages or allocations exist, Benchmark shall not be liable for
         failing to deliver affected Products on time.

7.       FORECASTS

         Emulex will make commercially reasonable efforts to provide Benchmark
         with a twelve-month rolling forecast, updated monthly ("Forecast");
         however, the parties acknowledge that, due to the

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         end of life status of the Products, such Forecasts may be unavailable
         or inaccurate. Emulex authorizes Benchmark to procure Materials in
         accordance with component lead time for Orders, net of yield losses,
         and to support Forecasts. These actions may result in Excess Materials,
         which may be subject to the terms of Section 14. Emulex may limit its
         liability hereunder by specifying in writing a maximum amount of
         purchases of Materials by Benchmark in excess of Material required for
         Orders. If Emulex elects to specify a maximum amount, Benchmark will
         purchase only to that amount and will notify Emulex of the impact to
         Emulex's Orders and will not be liable for failure to deliver Products
         on time if such failure results directly from Emulex's Materials
         purchase limitations.

8.       PRICING AND PAYMENT TERMS

         8.1      The prices to be paid by Emulex for any Products ordered
                  pursuant to this Agreement shall be listed in Attachment A.
                  Any price changes to Products, or addition of new Products and
                  its prices, will be agreed to between the parties in
                  accordance with the following methodology: To introduce
                  revised prices for current Products or to add new Products and
                  its prices, Benchmark shall provide a product quotation
                  ("Product Quotation") to Emulex listing the Product and the
                  new or revised prices for each assembly of the Product. To
                  indicate Emulex's acceptance of the Product Quotation, Emulex
                  shall either provide Benchmark with written acceptance by
                  email or fax, or issue an Order or revise an existing Order,
                  to reflect the revised prices for the current Products or the
                  new Product and its prices as specified in the Product
                  Quotation ("Product Quotation Acceptance Methodology"). All
                  accepted Product Quotations shall be incorporated herein by
                  reference and made a part of this Agreement. All prices and
                  fees described or contemplated under this Agreement are in
                  U.S. dollars. Product pricing does not include federal, state,
                  or local excise, sales, or use taxes; export licensing of the
                  Product, or payment of broker's fees, duties, tariffs or other
                  similar charges; cost of compliance with any environmental
                  legislation which relates to the return of end of life Product
                  from Emulex to Benchmark for disposal; setup, tooling, or
                  non-recurring engineering activities (collectively "Charges").
                  If such Charges are applicable, they shall be set out as a
                  separate line item on Benchmark's invoice. Emulex agrees to
                  provide to Benchmark a valid Reseller's Certificate for
                  exemption from any potentially applicable sales and use taxes.

         8.2      Payment terms shall be net forty-five (45) days from the date
                  of Benchmark's invoice. On any invoice not paid by maturity
                  date, Benchmark has the right to charge Emulex interest from
                  maturity to date of payment at the rate of four percent (4%)
                  per annum, or the maximum amount permitted by law, whichever
                  is the lesser. Benchmark's invoice shall be contain the
                  following information: 1) description of the Product, 2) unit
                  price of the Product, 3) total quantity of the Product, 4) any
                  applicable Charges as a separate line item, 5) total amount of
                  the invoice, 6) date Product is shipped, 7) location Product
                  is shipped to, 8) Emulex's billing address, 9) Benchmark's
                  payment address. If the invoice contains the foregoing
                  information, it shall be deemed a correct invoice unless
                  Emulex notifies Benchmark in writing of an error in the
                  invoice within ten (10) calendar days of Emulex's receipt of
                  such invoice. If Emulex notifies Benchmark in writing of an
                  error in an invoice within such ten day period and Benchmark
                  agrees that the error specified by Emulex error exists,
                  Benchmark shall issue a revised invoice to correct the error
                  within ten (10) calendar days of Benchmark's receipt of
                  Emulex's notice. Payment of an invoice shall not constitute or
                  imply acceptance of the Product or relieve Benchmark of any

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                  obligations assumed under this Agreement, nor prevent Emulex
                  from asserting any other rights it may have under this
                  Agreement.

         8.3      During the term of this Agreement, the parties may make price
                  adjustments for documented Materials price variances occurring
                  as a result of, without limitation, schedule adjustments,
                  worldwide supply of Materials, BOM changes, engineering
                  changes, process changes, or changes to Forecasts. Benchmark
                  shall permit Emulex to conduct an audit, at Emulex's expense,
                  of actual costs incurred by Benchmark for Product Orders at
                  the end of each quarter, provided Emulex gives Benchmark at
                  least five (5) days prior written notice and such audit is
                  conducted during normal business hours and does not unduly
                  interfere with Benchmark's business operations. Benchmark will
                  provide, upon Emulex's reasonable request, financial and other
                  information necessary to substantiate Product prices and to
                  assist the parties in identifying areas where price reductions
                  may be achieved, provided that Benchmark is not restricted
                  from doing so under applicable securities laws and/or
                  confidentiality agreements with third parties. If Benchmark is
                  subject to such confidentiality agreements, Benchmark shall
                  make all commercially reasonable efforts to obtain permission
                  to disclose the relevant information to Emulex, including
                  without limitation, requesting the relevant parties to sign
                  three-party confidentiality agreements.

         8.4      Benchmark will obtain Emulex's approval prior to procurement
                  of any Material when the actual per unit cost of any Material
                  exceeds Benchmark's quoted per unit cost for such Material (as
                  specified in Benchmark's Product Quotation) by more than 1%
                  only when Benchmark intends to increase the Product price by
                  the increased cost in the Material. Upon Emulex's approval,
                  Benchmark will invoice Emulex for the difference between the
                  actual and quoted cost of the Material, and Emulex agrees to
                  pay for all such approved costs.

9.       PURCHASE ORDERS

         9.1      Emulex will provide Benchmark with Purchase Orders in the form
                  of hard copy, by facsimile, or by electronic transfer.
                  Purchase Orders will specify part numbers, quantity, prices,
                  Product revisions, and requested Delivery Dates and locations.
                  The parties acknowledge that the Manufacturing Lead Time will
                  change due to reasons beyond Benchmark's reasonable control;
                  therefore, Benchmark will exercise commercially reasonable
                  efforts to notify Emulex immediately of any change in
                  Manufacturing Lead Time. Benchmark has the right to accept or
                  reject the Purchase Order within five (5) business days of
                  receiving the Purchase Order. If Benchmark does not accept or
                  reject the Purchase Order within the five day period, the
                  Purchase Order shall be deemed accepted provided that
                  Benchmark has actually received the Purchase Order from
                  Emulex. In the event Benchmark is unable to meet the delivery
                  schedule set forth in a proposed Purchase Order, or finds the
                  schedule to be unacceptable for some other reason, the parties
                  shall negotiate in good faith to resolve the disputed
                  matter(s).

         9.2      Benchmark will use commercially reasonable efforts to meet
                  Product quantity increases within the Manufacturing Lead Time,
                  subject to Materials availability, other scheduled
                  manufacturing, and manufacturing capacity. Any premium,
                  expediting, or other increased charges that are required in
                  order to meet Emulex's increased requirements must be approved
                  in advance by Emulex. Emulex agrees to pay for all such
                  approved costs.

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         9.3      Emulex shall have the right to reschedule delivery for each
                  Purchase Order or partial Purchase Order without Benchmark's
                  consent under the following conditions: (i) in accordance with
                  the chart specified below; (ii) the original Delivery Date for
                  Products in each Purchase Order may only be rescheduled by
                  Emulex up to three (3) times, unless otherwise consented by
                  Benchmark; (iii) the rescheduled Delivery Date for each
                  reschedule permitted in subsection (ii) herein shall not
                  exceed the reschedule period below.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
 Days Before Scheduled Purchase Order   Percentage Allowed To Extend
            Delivery Date                       Delivery Date          Reschedule Period
-----------------------------------------------------------------------------------------
<S>                                     <C>                            <C>
                0 - 29                               25%                    30 days
-----------------------------------------------------------------------------------------
               30 - 59                               50%                    60 days
-----------------------------------------------------------------------------------------
               60 - 89                               75%                    90 days
-----------------------------------------------------------------------------------------
                 > 90                               100%                   No limit
-----------------------------------------------------------------------------------------
</TABLE>

         9.4      Emulex shall have the right to cancel delivery of a Purchase
                  Order without Benchmark's consent, provided however, that
                  Benchmark must be notified in writing of the cancellation at
                  least thirty days prior to the scheduled delivery date, and
                  Emulex shall be responsible for any cancellation charges
                  specified in Section 3.5.

10.      DELIVERY

         10.1     Benchmark shall follow all instructions contained in Emulex's
                  routing instructions, which Emulex will provide to Benchmark
                  and which will be specified on each Order. Emulex may modify
                  its routing instructions from time to time and will provide
                  Benchmark with an updated version of any such modified
                  instructions. Emulex is responsible for all freight charges
                  for Products that are shipped in accordance with Emulex's
                  routing instructions. Benchmark shall be responsible for any
                  freight charges incurred for Product shipped outside the
                  routing instructions to include, but not be limited to, use of
                  other than Emulex's preferred carriers. If there are any
                  conflicts between the current version of routing instructions
                  provided to Benchmark and the contents of this Section 10, the
                  current routing instructions will prevail. Benchmark and
                  Emulex will review freight forwarders for cost reduction
                  opportunities. Any changes in freight carriers will require
                  Emulex's approval.

         10.2     Deliveries will be considered on time if they are shipped no
                  more than three business days earlier or no days later than
                  the Delivery Date specified in the Emulex Purchase Order. If
                  Emulex agrees to take partial delivery of any Order, each such
                  partial delivery shall be deemed a separate sale.

         10.3     If Benchmark anticipates or becomes aware that it will not
                  supply the Product on the delivery date committed by
                  Benchmark, for any reason to include but not be limited to
                  Material shortage, process changes, capacity limitations or
                  causes due to common carriers, Benchmark shall notify Emulex
                  immediately after Benchmark 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 Benchmark shall obtain Emulex's actual
                  acknowledgment of the notice of anticipated delay. Emulex and
                  Benchmark will jointly develop alternatives to resolve any
                  late delivery of the Product,

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                  including use of premium routing. Benchmark will develop
                  recovery plans with new committed Delivery Dates and
                  communicate such plans to Emulex within 24 hours of missed
                  deliveries. If Benchmark is unable to ship the Product on the
                  committed Delivery Date due to Benchmark's fault that is not
                  excused by force majeure or that results from Benchmark's
                  negligence or willful misconduct, Emulex may require Benchmark
                  to pay for any additional charge or premium beyond the normal
                  freight fees for expedited delivery.

         10.4     Except as provided for otherwise in Sections 10.1 and 10.3,
                  above, the terms of sale are Ex Works Benchmark's place of
                  manufacture as specified in Attachment A. All shipments shall
                  be uninsured unless otherwise specified by Emulex's
                  procurement agents. Prepay and bill shipment shall be used
                  only when specified by Emulex's procurement agents. In the
                  event that prepay and bill is used, Benchmark shall indicate
                  the number of shipping containers, weight of each shipment and
                  carrier name on the invoice. Notwithstanding the Ex Works
                  shipment term, Benchmark shall be responsible for loading the
                  Products onto the carrier's truck and risk of loss and title
                  shall pass to Emulex after the Products have been loaded onto
                  the carrier's truck at Benchmark's facility.

         10.5     Each shipment of the Product by Benchmark shall include a
                  packing slip which contains, at a minimum, (i) Benchmark's
                  name, (ii) box number (e.g., 1 of 3, 2 of 3), (iii) receiving
                  address, (iv) Emulex's purchase order number, (v) Emulex's
                  part number, (vi) shipping quantity, (vii) date of shipment,
                  and (viii) RMA number when applicable.

         10.6     All Products shall be packaged, marked and otherwise prepared
                  in accordance with Product Documentation, and if none are
                  specified or required, with good commercial practices. In
                  packaging Products, Benchmark shall also take any additional
                  steps needed to ensure reasonable protection from damage due
                  to rough handling and other hazards that might occur during
                  transit. Packaging for export/import shipments may also be
                  subject to specific instructions, which Emulex will provide to
                  Benchmark in writing in the form of Product Documentation
                  pursuant to Section 4.1.

         10.7     Emulex will provide the following information about its
                  Products in writing to Benchmark: (i) country of origin; (ii)
                  Harmonized Tariff Schedule of the United States ("HTSUS") ,
                  and (iii) Export Control Classification Number ("ECCN").
                  Emulex will provide the commercial invoice. Benchmark will
                  prepare all international shipping documentation, including
                  NAFTA certificate, including NAFTA preference criteria (as
                  applicable), Shipper's Letter of Instruction, Shipper's Export
                  Declaration and any other necessary documentation for
                  international shipments. Emulex will be the exporter of
                  record.

11.      WARRANTY

         11.1     Benchmark warrants that Products provided under this Agreement
                  will be free of Benchmark's workmanship defects for a period
                  of three (3) years from date of Delivery. For the purpose of
                  this Section, "workmanship" shall mean manufacture in
                  accordance with IPC-A-610, Class 2 or Emulex's workmanship
                  standards set forth in the Product Documentation and/or
                  Quality Plan. In addition, Benchmark will pass on to Emulex
                  all manufacturer's Material warranties to the extent that they
                  are transferable, but will not independently warrant any
                  Materials.

                                                                    Page 8 of 23

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         11.2     Subject to Section 11.3 below, Emulex's sole remedy and
                  Benchmark's sole obligation shall be to repair or replace, at
                  Benchmark's option, Product found to be defective in
                  accordance with Section 11.1. The warranty period for any
                  Product returned for repair or replacement shall be the
                  greater of the remainder of the original warranty period or
                  sixty (60) days from the date that the repaired or replaced
                  Product is Delivered to the Product owner.

         11.3     Benchmark's warranty shall be void if the Product has been
                  subjected to abuse, misuse, accident, disaster, neglect,
                  improper handling, testing, storage or installation (including
                  improper handling in accordance with static sensitive
                  electronic device handling requirements) and/or operation
                  outside the parameters or environment identified in Emulex's
                  Product specifications, or unauthorized repair or alterations
                  by anyone other than Benchmark. Benchmark's warranty does not
                  cover Products that have defects or failures resulting from
                  Emulex's design, specification, Product Documentation, or
                  Emulex Equipment or test software.

         11.4     Emulex shall contact Benchmark for an RMA prior to returning
                  any Product for repair. Benchmark will provide the RMA within
                  two business days of receipt (one business day for priority
                  requests) of Emulex's request. Benchmark shall pay all
                  transportation costs for valid returns of the Products to
                  Benchmark. Benchmark will exercise commercially reasonable
                  efforts to ship the repaired or replaced Product to Emulex
                  freight prepaid, Ex Works Benchmark's manufacturing facility,
                  as quickly as is practical, with the goal of shipping it by no
                  later than five days from the date Benchmark received the
                  defective Product. If Benchmark reasonably determines there is
                  an excessive number of invalid or "no defect found" ("NDF")
                  returns, Benchmark will notify Emulex and the parties shall in
                  good faith work together to resolve NDF returns and any
                  associated costs. Notwithstanding the Ex Works shipment term,
                  Benchmark shall be responsible for loading the repaired or
                  replacement Product onto the carrier's truck at Benchmark's
                  plant and shall have risk of loss for the Product until such
                  Product is loaded onto the carrier's truck.

         11.5     Out of Warranty Product Repair

                  Benchmark shall provide out of warranty Product repair during
                  the term of the Agreement and for a period of not less than
                  seven years following the last date of Benchmark's Product
                  manufacture under this Agreement, provided Materials and/or
                  custom test equipment are available to Benchmark and the
                  parties agree on pricing for such repair work. Charges for out
                  of warranty Product repair will be quoted and mutually agreed
                  to by the parties. Transportation costs to ship the
                  out-of-warranty Product to Benchmark and for Benchmark to ship
                  the repaired Product to Emulex shall be at Emulex's sole
                  expense. Benchmark's repair activities shall include, but not
                  be limited to Product (i) testing, (ii) repair, (iii) failure
                  analysis, (iv) root cause analysis, and (v) corrective
                  actions. Out of warranty Products repaired by Benchmark shall
                  be subject to all of the provisions applicable to in-warranty
                  Product set out in this Section 11 solely with respect to the
                  repair work; such warranty shall not apply to the entire
                  Product.

         11.6     THESE WARRANTY PROVISIONS ARE THE EXCLUSIVE WARRANTIES FOR ANY
                  PRODUCT PROVIDED BY BENCHMARK HEREUNDER AND SETS OUT THE
                  EXCLUSIVE REMEDIES FOR CLAIMS BASED ON DEFECTS IN

                                                                    Page 9 of 23

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                  OR FAILURE OF ANY PRODUCT. NO OTHER WARRANTY, EXPRESS OR
                  IMPLIED, SHALL APPLY. BENCHMARK SPECIFICALLY DISCLAIMS THE
                  IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A
                  PARTICULAR PURPOSE. BENCHMARK FURTHER MAKES NO WARRANTY THAT
                  THE PRODUCTS WILL MEET ANY SPECIFICATIONS NOT MADE KNOWN TO
                  AND/OR EXPRESSLY AGREED TO BY BENCHMARK OR RECEIVE THE
                  APPROVAL OF OR BE CERTIFIED BY ANY FEDERAL, STATE, LOCAL, OR
                  FOREIGN GOVERNMENT AGENCY OR ANY OTHER PERSON OR CERTIFYING
                  ENTITY AND BENCHMARK ASSUMES NO RESPONSIBILITY FOR OBTAINING
                  SUCH APPROVALS OR CERTIFICATIONS.

12.      ENGINEERING CHANGES

         12.1     Emulex Requested Changes

                  (a)      In the event that changes are required to make the
                           Product conform to safety and/or regulatory agency
                           requirements or for design improvements or other
                           factors, Benchmark shall use its commercially
                           reasonable efforts to implement the proposed
                           engineering changes in existing inventory, work in
                           process, new production of the Product, and into
                           Product going through Benchmark's repair process as
                           instructed by Emulex. Emulex shall provide Benchmark
                           with written notice of any proposed engineering
                           change, including new Product Documentation, as soon
                           as possible after Emulex knows of such change. Upon
                           Benchmark's receipt of Emulex's notice of such
                           proposed engineering change, Benchmark shall provide
                           Emulex with an impact statement, including but not
                           limited to, the effect such change may have on
                           Product costs, Material (such as the BOM, Excess
                           and/or Obsolete Material), and/or Delivery Dates of
                           affected Products, and the parties shall mutually
                           agree upon such items before Benchmark implements the
                           proposed change.

                  (b)      For implementing engineering changes on previously
                           delivered Product, Emulex will request an RMA number
                           and return, or cause the return of, the affected
                           Product to Benchmark or an authorized repair facility
                           for repair or replacement at Emulex's expense. Upon
                           such repair or replacement, Benchmark shall ship, at
                           Emulex's expense, the repair or replacement Product
                           back to the Product's owner under the shipment terms
                           specified in Section 10.

         12.2     Benchmark Requested Changes

                  Benchmark may request, in writing, that Emulex evaluate an
                  engineering change to the Product or a change in the method of
                  packing, packaging, or shipment of the Product. Such request
                  will include a description of the proposed change sufficient
                  to permit Emulex to evaluate its feasibility, including the
                  impact, if any, on the Product price and Product quality
                  resulting from the proposed change.

         12.3     Cost Reductions

                  The parties agree that competitive pressures necessitate a
                  program of continuous improvement. Each party shall cooperate
                  in good faith to implement a Product cost

                                                                   Page 10 of 23

<PAGE>

                  reduction program involving new technologies, Material cost
                  reduction, productivity, quality and reliability improvements,
                  and manufacturing processes (including cycle time and assembly
                  costs). The parties shall conduct quarterly program reviews
                  with specific emphasis on quality, delivery, and cost
                  improvements. Any cost savings which are achieved by Benchmark
                  as a result of implementing cost reductions proposed solely by
                  Emulex (without any input from Benchmark) shall reduce the
                  price of Products by the entire amount of Benchmark's cost
                  savings. Any cost savings which are achieved jointly by the
                  parties or by Benchmark as a result of changes proposed solely
                  by Benchmark shall be shared equally by the parties for a
                  period of twelve (12) months and shall be retained exclusively
                  by Emulex after twelve months. Notwithstanding the foregoing,
                  cost reductions arising out of a reduction in Material costs
                  will commence only after all current Purchase Orders have been
                  closed and all on-hand Materials have been consumed by
                  Benchmark.

         12.4     Any changed Product resulting from application of this Section
                  12 shall be considered added to this Agreement and subject to
                  its terms and conditions.

13.      PRODUCT QUALITY

         Emulex Quality Management and Benchmark shall jointly develop and
         implement a mutually acceptable quality plan for the manufacture of the
         Product ("Quality Plan") s by using the guidelines set forth in
         Attachment B. Benchmark shall use commercially reasonable efforts,
         acceptable to Emulex, to continually meet or exceed the quality and
         reliability requirements outlined in the Quality Plan.

         The current approved master revision Quality Plan shall be retained by
         Emulex Quality Management.

         The Quality Plan will pay particular attention to:

         (a)      Quality system design, maintenance and reporting

         (b)      Supplier management

         (c)      Continuous (process) improvement

         (d)      Preventive actions

         (e)      Process and change control

         (f)      Product and process traceability (as defined in Emulex's
                  General Traceability Requirements)

         (g)      Customer satisfaction and timely complaint resolution

         The effective execution of the Quality Plan will be reviewed at the
         quarterly business reviews described in Section 15.

14.      INVENTORY MANAGEMENT

         14.1     If, at any time, Materials on hand and/or on order become
                  Excess and/or Obsolete Materials, and Benchmark has procured
                  said Materials in accordance with this Agreement and used
                  commercially reasonable efforts to minimize the quantities on
                  hand and/or on order of such Excess and/or Obsolete Materials,
                  Benchmark may require Emulex to purchase such Materials at the
                  Delivered Cost price. Emulex will provide to Benchmark an
                  Order within ten days of being notified by Benchmark of
                  Materials on

                                                                   Page 11 of 23

<PAGE>

                  hand and/or on order that are Excess or Obsolete, and will pay
                  Benchmark within thirty days of the date of Benchmark's
                  invoice.

         14.2     If Emulex desires to store Excess or Obsolete Materials at
                  Benchmark, Benchmark will provide a consignment service to
                  Emulex for a consignment fee to be mutually agreed to by
                  Emulex and Benchmark. On a monthly basis, Benchmark will
                  provide Emulex with a purchase order summarizing the quantity
                  and Delivered Cost of Materials utilized by Benchmark in the
                  previous month to manufacture Products. Upon Emulex's receipt
                  of such purchase order, Emulex shall invoice Benchmark no
                  later than thirty (30) days from such receipt. Benchmark shall
                  pay Emulex within thirty (30) days of the date of Emulex's
                  invoice.

         14.3     If Emulex elects not to store Excess or Obsolete Materials at
                  Benchmark and instead elects to have such Materials shipped to
                  Emulex or another destination designated by Emulex, Benchmark
                  will ship, at Emulex's expense, such Materials Ex Works
                  Benchmark's location. Notwithstanding the Ex Works shipment
                  term, Benchmark shall be responsible for loading the Materials
                  onto the carrier's truck at Benchmark's plant and shall have
                  risk of loss for the Materials until such Materials are loaded
                  onto the carrier's truck.

15.      REVIEW AND PLANNING MEETINGS

         15.1     Emulex hereby appoints its Director of Manufacturing as its
                  liaison to monitor Benchmark's performance and delivery of
                  Product under this Agreement. Benchmark hereby appoints its
                  designated Supplier Business Manager as its liaison to monitor
                  Emulex's performance hereunder. These liaisons will also be
                  responsible for coordinating meetings and discussions and
                  reports provided for in this Agreement. The names, telephone
                  and facsimile numbers of the liaisons will be provided by the
                  parties to each other and the liaisons may be changed by
                  written notice from one party to the other.

         15.2     Emulex's designated liaison will conduct a quarterly
                  performance and planning review with Benchmark's account
                  management team. The location and times for these meetings
                  will be determined by Benchmark and Emulex. The purposes of
                  these meetings are listed below:

                  (a)      Review Benchmark's performance over the previous
                           quarter;

                  (b)      Review action items and resolution;

                  (c)      Identify opportunities and areas of improvement;

                  (d)      Agreement on commitments, set target dates and define
                           "persons" responsible;

                  (e)      Review appropriate Benchmark reports;

                  (f)      Review Benchmark's quality and reliability
                           improvement plans; and

                  (g)      Publish minutes to EMULEX and Benchmark.

16.      CONFIDENTIAL INFORMATION

         16.1     Both parties may, in connection with this Agreement, disclose
                  to the other party information considered confidential and
                  proprietary information of the disclosing party ("Confidential
                  Information"). Information shall be considered Confidential
                  Information if identified as confidential in nature by the
                  disclosing party at the time of disclosure, or which by its
                  nature is normally and reasonably considered confidential,
                  such as

                                                                   Page 12 of 23

<PAGE>

                  information related to past, present or future research,
                  development, or business affairs, any proprietary products,
                  materials or methodologies, manufacturing processes or
                  designs, or any other information which provides the
                  disclosing party with a competitive advantage. Neither party
                  shall disclose such Confidential Information to any third
                  party without the prior written consent of the disclosing
                  party (except that Benchmark may disclose Emulex's
                  Confidential Information to Benchmark's suppliers solely to
                  fulfill the purpose of this Agreement provided Benchmark binds
                  such supplier to substantially similar terms of
                  confidentiality and restricted use herein) nor use such
                  Confidential Information other than to fulfill the purpose of
                  this Agreement. The receiving party shall protect the
                  disclosing party's Confidential Information with the same
                  degree of care that it regularly uses to protect its own
                  Confidential Information from unauthorized use or disclosure.
                  No rights or licenses under patents, trademarks, trade
                  secrets, or copyrights are granted or implied by any
                  disclosure of Confidential Information.

         16.2     The obligations of confidentiality imposed by this Agreement
                  shall not apply to any Confidential Information that: (a) is
                  rightfully received from a third party without accompanying
                  markings or disclosure restrictions; (b) is independently
                  developed by employees of the receiving party who have not had
                  access to such Confidential Information; (c) is or becomes
                  publicly available through no wrongful act of the receiving
                  party; (d) is already known by the receiving party as
                  evidenced by documentation bearing a date prior to the date of
                  disclosure; or, (e) is approved for release in writing by an
                  authorized representative of the disclosing party. In
                  addition, each party shall be entitled to disclose the other
                  party's Confidential Information to the extent such disclosure
                  is required by the order of a court of competent jurisdiction,
                  administrative agency, or other governmental body, provided
                  that the party required to make the disclosure shall provide
                  prompt, advance notice thereof to enable the other party to
                  seek a protective order or otherwise prevent such disclosure.

         16.3     The terms and conditions of this Agreement, but not its
                  existence, are considered Confidential Information.

17.      INDEMNIFICATION

         17.1     Emulex agrees, at its expense, to defend and indemnify
                  Benchmark in any suit or action brought or any claim asserted
                  (collectively, a "Claim") against Benchmark alleging that any
                  Product or any part thereof manufactured pursuant to this
                  Agreement and in material compliance with Emulex's
                  specifications, Product Documentation and directions, and/or
                  Benchmark's use of Emulex Equipment: (i) directly or
                  indirectly infringes any patent, copyright, trademark or
                  service mark; or (ii) has caused injury to the property or
                  person of any third party, except to the extent directly
                  attributable to Benchmark's manufacturing processes. Emulex
                  will indemnify and hold Benchmark harmless from and against
                  any loss, cost, damage or expense, including without
                  limitation reasonable attorneys' fees (collectively, "Costs"),
                  incurred by Benchmark as a direct result of, including defense
                  against, any such Claim.

         17.2     Benchmark agrees, at its expense, to defend and indemnify
                  Emulex with respect to any Claim against Emulex to the extent
                  such Claim alleges that Benchmark's manufacturing processes
                  (i) directly or indirectly infringe any patent, copyright,
                  trademark or service mark; or (ii) have caused injury to the
                  property or person of any third party, provided that such
                  Claim does not relate to Emulex's specifications or written
                  instructions to

                                                                   Page 13 of 23

<PAGE>

                  Benchmark. Benchmark will indemnify and hold Emulex harmless
                  from and against any Costs incurred by Emulex as a direct
                  result of, including defense against, any such Claim.

         17.3     Emulex will indemnify Benchmark with respect to any Claim
                  which results from or arises out of: (i) the presence of
                  Emulex, or Equipment, or Benchmark's equipment, tools, or
                  facilities ("Tools") used by Emulex in the performance of this
                  Agreement on Benchmark's property; (ii) the performance by
                  Emulex or its personnel of services for or on behalf of
                  Benchmark; (iii) the acts, errors, omissions, or negligence of
                  Emulex or Emulex's personnel that occur on Benchmark's
                  property in performance of Emulex's obligations under this
                  Agreement; or (iv) the use by Emulex of Benchmark's Tools,
                  except to the extent that any Claim is based upon the
                  condition of the Tools or Benchmark's, its agent's, or its
                  employee's alleged negligence in permitting such Tools' use.

         17.4     The indemnities in this section are provided on the condition
                  that: (i) the indemnified party promptly notifies the
                  indemnifying party in writing of any Claim; (ii) the
                  indemnifying party has sole control of the defense and all
                  related settlement negotiations (except that the indemnifying
                  party shall not settle any Claim affecting the indemnified
                  party's interest without the indemnified party's prior written
                  consent); and (iii) the indemnified party gives the
                  indemnifying party full and complete authority, information
                  and assistance to defend against such Claim and fully
                  cooperates in the defense and furnishes all related evidence
                  in its control at the indemnifying party's expense.

18.      LIMITATION OF LIABILITY

         EXCEPT WITH RESPECT TO DAMAGES TO THIRD PARTIES UNDER INDEMNIFICATION
         OBLIGATIONS OR DAMAGES PROXIMATELY CAUSED BY A BREACH OF
         CONFIDENTIALITY OBLIGATIONS SOLELY DUE TO THE BREACHING PARTY'S GROSS
         NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE
         OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY
         FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING
         WITHOUT LIMITATION LOST PROFITS, IN CONNECTION WITH THE SUBJECT MATTER
         OF THIS AGREEMENT OR ANY PURCHASE ORDER EVEN IF ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
         HEREIN, IN NO EVENT SHALL EITHER PARTY'S LIABILITY TO THE OTHER FOR
         BREACH OF CONFIDENTIALITY OBLIGATIONS ARISING UNDER THIS AGREEMENT
         EXCEED ONE MILLION U.S. DOLLARS ($1,000,000.00), WITHOUT LIMITING
         INJUNCTIVE REMEDIES.

19.      INSURANCE

         19.1     Benchmark shall maintain insurance against fire, theft and
                  damage to any Emulex property held by Benchmark, including
                  without limitation consigned Materials, in-circuit test
                  fixtures, capital equipment, returned Materials and other
                  Emulex Product and property in Benchmark's possession.
                  Benchmark shall also maintain commercial general liability
                  insurance, which covers contractual liability and product
                  liability, in the amounts of $5 million per occurrence and $10
                  million in the aggregate for Benchmark's manufacturing
                  defects. Such insurance will name Emulex as an additional
                  insured with

                                                                   Page 14 of 23

<PAGE>

                  respect to claims of bodily injury, including death, and
                  property damage to the extent such claims arise from
                  Benchmark's negligent manufacturing of the Products or is
                  proximately caused by the negligent and/or intentional acts or
                  omissions of Benchmark, and will remain in effect for a period
                  of three years after termination of this Agreement. Benchmark
                  will provide Emulex with a certificate of insurance evidencing
                  such coverage.

         19.2     Emulex shall maintain errors and omissions insurance in the
                  amounts of $5 million per occurrence and $10 million in the
                  aggregate for product liability. Such insurance will name
                  Benchmark as an additional insured and will remain in effect
                  for a period of three years after termination of this
                  agreement. Emulex will provide Benchmark with a certificate of
                  insurance evidencing such coverage.

20.      MISCELLANEOUS

         20.1     Governing Law

                  This Agreement shall be governed by and construed in
                  accordance with the laws of the state of California, without
                  regard for its rules concerning the conflicts of law. The
                  United Nations Convention on Contracts for the International
                  Sales of Goods is hereby expressly excluded from application
                  to this Agreement.

         20.2     Remedies

                  Both parties acknowledge and agree that monetary damages may
                  not be a sufficient remedy for breach of this Agreement.
                  Benchmark further acknowledges that its breach of Sections 5
                  and/or 16 of this Agreement would cause irreparable harm to
                  Emulex. Emulex also acknowledges that its breach of Section 16
                  of this Agreement would cause irreparable harm to Benchmark.
                  Therefore, the non-breaching party shall be entitled, without
                  waiving any other rights or remedies, to such injunctive
                  relief as may be deemed proper by a court of competent
                  jurisdiction.

         20.3     Relationship of the Parties

                  The parties are and shall remain at all times, independent
                  contractors in the performance of this Agreement and nothing
                  herein shall be deemed to create a joint venture, partnership
                  or agency relationship between the parties. Neither party
                  shall have the right or authority to assume or to create any
                  obligation or responsibility, express or implied, on behalf of
                  the other except as may be expressly provided otherwise in
                  this Agreement. Each party shall be solely responsible for the
                  performance of its employees hereunder and for all costs and
                  expenses of its employees, to include but not be limited to
                  employee benefits.

         20.4     Waiver

                  The failure of either party to insist upon or enforce strict
                  conformance by the other party of any provision of this
                  Agreement or to exercise any right under this Agreement shall
                  not be construed as a waiver or relinquishment of such party's
                  right unless made in writing and shall not constitute any
                  subsequent waiver or relinquishment.

                                                                   Page 15 of 23

<PAGE>

         20.5     Amendment and Modification

                  To be valid, amendments or modifications to the Agreement must
                  be in writing and signed by authorized representatives of both
                  parties. Any verbal agreements, discussions, and
                  understandings, expressed or implied, shall not constitute an
                  amendment to this Agreement.

         20.6     Invalid Provisions

                  If any provision of this Agreement is finally held by a court
                  of competent jurisdiction to be illegal or unenforceable, the
                  legality, validity, and enforceability of the remaining
                  provisions of this Agreement shall not be affected or
                  impaired.

         20.7     Survivorship

                  The provisions of this Agreement which by their nature survive
                  termination or expiration of the Agreement, including but not
                  limited to the provisions of Section 5 (Intellectual Property
                  Rights, Section 11 (Warranty), Section 16 (Confidential
                  Information), Section 17 (Indemnification), Section 18
                  (Limitation of Liability), Section 19 (Insurance), Section
                  20.1 (Governing Law), Section 20.2 (Remedies) of this
                  Agreement shall survive the termination or expiration of this
                  Agreement. Outstanding Purchase Orders shall survive the
                  termination of this Agreement, unless Emulex or Benchmark
                  cancels the Purchase Orders in accordance with this Agreement.

         20.8     Force Majeure

                  Neither party shall be responsible for any delay in performing
                  this Agreement to the extent that such delay is caused by the
                  occurrence of unforeseen circumstances beyond a party's
                  control and without such party's negligence or intentional
                  misconduct, including, but not limited to, fire, flood,
                  hurricane, earthquake, explosion, war, acts of terrorism,
                  strike, boycott, shortage, riot, lockout, labor dispute, civil
                  commotion, embargo, government law or regulation, act by any
                  governmental authority, action of civil or military authority,
                  act of God, or act or inaction of the other party, including
                  but not limited to, failure to timely provide Equipment,
                  Product Documentation, or approval of purchase of Materials
                  under Section 4 herein.

         20.9     Successors and Assigns

                  Neither party may assign any rights hereunder without the
                  prior written consent of the other party, which consent shall
                  not be unreasonably withheld. Any assignment of rights shall
                  not work as a novation of obligations hereunder without
                  written agreement. Any attempt to assign any rights, duties or
                  obligations hereunder without the other party's written
                  consent will be void. Notwithstanding the above, either party
                  may assign this Agreement to a surviving entity in connection
                  with any merger, acquisition or consolidation of not less than
                  a majority ownership in the merged, acquired or consolidated
                  company by the surviving entity.

                                                                   Page 16 of 23

<PAGE>

         20.10    Notices

                  Unless otherwise expressly provided for, all notices,
                  requests, demands, consents or other communications required
                  or pertaining to this Agreement shall be sent by next business
                  day courier, fax followed by confirmation by mail, e-mail, or
                  some other method that provides proof of delivery, to the
                  address set forth below:

                          EMULEX:         Emulex Corporation
                                          3535 Harbor Blvd.
                                          Costa Mesa, CA  92626
                                          Attn:  Contracts Administration

                          Benchmark:      Benchmark Electronics Huntsville, Inc.
                                          4807 Bradford Drive
                                          Huntsville, AL 35805
                                          Attn: Central Group President

                          With a copy to: Benchmark Electronics, Inc.
                                          3000 Technology Drive
                                          Angleton, Texas 77515
                                          Attn: Legal Department

                  In case of mailing, the effective date of delivery of any
                  notice, demand, or consent shall be considered to be five days
                  after proper mailing.

         20.11    Headings

                  The section and paragraph headings of this Agreement are
                  intended as a convenience only, and shall not affect the
                  interpretation of its provisions.

         20.12    Conflicting Terms

                  The parties agree that the terms and conditions of this
                  Agreement shall prevail, notwithstanding any contrary or
                  additional terms in any Purchase Order, sales acknowledgment,
                  confirmation or any other document issued by either party
                  effecting the purchase and/or sale of Products ("Documents").
                  When interpreting this Agreement, precedence shall be given to
                  the respective parts in the following descending order: (a)
                  this Agreement; (b) Attachments to this Agreement; (c)
                  Benchmark's Product Quotation accepted by Emulex and (d) if
                  Orders are used to release product, those portions of the
                  Order that are not pre-printed and which are accepted by
                  Benchmark. The Parties acknowledge that the preprinted
                  provisions on the reverse side of any Document shall be deemed
                  deleted and of no effect whatsoever.

21.      ENTIRE AGREEMENT

         This Agreement, including all Attachments, constitutes the entire
         Agreement between the parties and supersedes all prior or
         contemporaneous agreements, discussions, and understandings between the
         parties, either express or implied. The following Attachments are part
         of this Agreement and are incorporated herein by this reference.

                                                                   Page 17 of 23

<PAGE>

         A        Product and Price Schedule

         B        Product Quality

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.

EMULEX CORPORATION                   BENCHMARK ELECTRONICS, INC.

By: /s/ Paul Folino                  By: /s/ Cary Fu
    -----------------------              --------------------------------------
(Signature)                          (Signature)

Name:   Paul Folino                  Name: Cary Fu

Title:   Chairman and CEO            Title:  President & Chief Operating Officer

Date: 6/2/03                         Date: 6/2/03

                                                                   Page 18 of 23

<PAGE>

                                  ATTACHMENT A

                       INITIAL PRODUCTS AND PRICE SCHEDULE

1.       PRODUCT AND PRICE SCHEDULE

         The following table sets forth the Products, and Product price, which
         may be changed from time to time pursuant to Sections 8.1 and 8.3 of
         the Agreement.

<TABLE>
<CAPTION>
--------------------------------------------------------------------
 PRODUCT
 NUMBER      DESCRIPTION AND ANNUAL VOLUME QUOTED     INITIAL PRICE
--------------------------------------------------------------------
<S>          <C>                                      <C>

--------------------------------------------------------------------
LP9802-F2             HBA - 100,000 units                  TBD*
--------------------------------------------------------------------

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

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

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

--------------------------------------------------------------------
</TABLE>

         *TBD means to be determined by mutual agreement of the parties. This is
         a non-binding forecast of annual volumes.

2.       Manufacturing Locations: 4807 Bradford Drive, Huntsville, Alabama
         35805; Circuito de Productividad #132, Parque Industrial, Guadalajara
         Las Pintas, El Salto, Jal. 45690, Mexico; 94 Moo 1, Hitech Industrial
         Estate, Banlane, Bang Pa-in, Ayudhaya 13160, Thailand; and others as
         agreed between the parties.

                                                                   Page 19 of 23

<PAGE>

                                  ATTACHMENT B

                GUIDELINES FOR DEVELOPING A PRODUCT QUALITY PLAN

1.       PURPOSE:

         To define the methods and controls to manufacture and deliver all
         Emulex Products.

2.       SCOPE:

         All Emulex Products produced by Benchmark.

3.       RELATED DOCUMENTS:

         (a)      ISO 9000: 2000      (Quality Systems - Model for quality
                                      assurance).

         (b)      ANSI/IPC-R-700C     Modification, Rework, Repairs of Printed
                                      Boards and Assemblies

         (c)      ANSI/IPC-A-610      Workmanship Standards

         (d)      IPC-A-600           Acceptability of Printed Boards

4.       RESPONSIBILITY:

         Implementation and control of the quality plan is the responsibility of
         Benchmark's quality department in conjunction with Benchmark
         engineering and production management.

5.       MANUFACTURING QUALITY PLAN CHANGES:

         Changes to the Manufacturing Quality Plan will be agreed in writing
         between Emulex and Benchmark.

6.       DOCUMENT CONTROL:

         Benchmark will, through the relevant product engineer, ensure all
         Product changes are reviewed internally. All Product changes must be
         handled through Benchmark's ECO Procedure.

7.       ESD:

         These requirements apply to the storage, packaging, handling and
         assembly of all ESD-sensitive Materials. They also apply to items such
         as PWB's, tools, and packaging material which come into contact with
         ESD-sensitive Materials.

         Direct handling of ESD sensitive parts, including assemblies and
         Products, shall be by grounded personnel at static safe workstations.
         ESD sensitive Materials should be kept in static shielding
         containers/Metro's.

         Wrist straps and heel straps are the preferred personal grounding
         device. They are required when components or boards are handled.

         Straps are to be tested daily (before handling ESD sensitive items) and
         replaced if they do not pass. A daily log of test results must be
         current and visible.

                                                                   Page 20 of 23

<PAGE>

         Static dissipative smocks shall be worn in areas which contain ESD
         sensitive components. These areas include production, test, shipping,
         inspection and warehouses. They should be kept clean and always be worn
         fastened with the sleeves down, touching the skin.

         Power tools, including soldering irons, need to be grounded (three
         prong plugs). Work stations and tables at which components or boards
         are not in protective packaging must have grounded surfaces.

8.       PURCHASING:

         All Materials used in the production of Emulex's Products will be
         sourced as per the AVL supplied by Emulex.

9.       GOODS RECEIVING:

         All Materials received for production of the Emulex Products will be
         inspected against the Emulex-supplied AVL. Alternative sources or parts
         may only be accepted through concession from Emulex.

         Customized parts in incoming inspection will be inspected as follows:
         visual inspection of the parts for workmanship defects, verification of
         certificate of conformity ("COC") and ensuring all parts are as per
         Emulex-supplied AVL (AQL as mutually agreed). Records will be
         maintained for the above part, verifying the COC received is
         appropriate to the specification. These records will be maintained by
         Benchmark Receiving.

10.      STORES OPERATION:

         10.1     Received goods checked against carrier paperwork to confirm
                  correct amount of packages and with no transportation damage
                  and signed for accordingly.

                  For any discrepancy with shipment, the receiving personnel
                  ensures courier acknowledges, adjusts paperwork and signed by
                  receiving personnel and courier. Copy of this paper is sent by
                  receiving to relevant buyer at Benchmark.

                  Goods are unpacked and checked against Purchase Order and
                  against supplier documentation. Any discrepancy is reported
                  directly to the relevant buyer at Benchmark. The discrepancy
                  is also recorded and is sent to relevant buyer, and the
                  Material is held until the "action" section is compiled by the
                  buyer and returned to receiving.

                  PO received quantity is confirmed

                  Cleared Materials are identified and marked accordingly.

         10.2     Material is put away by locations by stores personnel.
                  Accountability for the warehouse locations is by warehouse
                  personal individual ownership. This ownership includes, stock
                  accuracy, housekeeping, and cycle count.

         10.3     FIFO process will be maintained.

                                                                   Page 21 of 23

<PAGE>

11.      NON CONFORMING MATERIAL REVIEW:

         Process related non-conforming material ("NCM") is reviewed and
         dispositioned in manufacturing by the appropriate engineer. Supplier
         related NCM is dispositioned at least weekly by the supplier quality
         engineer and quality, and Supplier corrective action measures are
         applied where deemed necessary.

         A secure MRB room is located the warehouse.

12.0     CONTROL AND MAINTENANCE OF MANUFACTURING, INSPECTION, MEASURING AND
         TEST EQUIPMENT:

         All manufacturing equipment shall be maintained on a regular basis and
         is included in a preventative maintenance schedule.

         All inspection, measuring and test equipment used to check conformance
         of the Product to specified requirements is subjected to a planned
         calibration program.

13.      PROCESS INSTRUCTIONS:

         Standard operating procedures are available for all automated assembly
         stages and for each PCB, placement programs and reflow/wave profiles
         are uniquely identified.

         In addition, process documentation is available for all component
         prework operations, manual assembly, box build and packing operations.

14.      PRODUCT IDENTIFICATION:

         All Products will be fitted with an assembly number and a serial number
         (which includes Product revision).

15.      MARKING AND LABELLING:

         All Products prior to shipment will have the following labels attached:
         the Emulex label, as per process instruction document.

16.      INSPECTION AND TESTING:

         All products will be 100% inspected and tested at the intervals shown
         in the process flow by production personnel. The results of this test
         are logged and retained for a minimum of two years in the Quality
         Department.

17.      REPAIR:

         The standard to be used for all rework resulting from inspection or
         test rejection will be ANSI/IPC-R-700-C, "Modification, Rework, Repairs
         of Printed Boards and Assemblies."

                                                                   Page 22 of 23

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18.      DATA COLLECTION AND REPORTING:

         REFERENCED PROCEDURES: SPC Data Collection & Corrective Action
         Procedures: Doc 115 0108.

         Weekly quality reports will be provided to Emulex detailing the
         following:

         -        Inspection process stages

         -        In-circuit test

         -        Functional test

         -        Outgoing QA inspection

         This information will be provided in DPU, DPMO and % yield format

         The results from all inspection and test stations will be recorded and
         reviewed. Quality meetings will be conducted to review the SPC process
         data and corrective actions required.

19.      CUSTOMER COMPLAINTS:

         All customer complaints must be directed to the quality director who
         will immediately acknowledge the complaint by means of fax or E-mail.

         This complaint is then submitted by the quality department and all
         relevant people are automatically notified through e-mail for input to
         the CLCA system.

         Once the complaint has been submitted it is then assigned to the person
         responsible for identifying root cause and corrective/preventive
         action. This may include a short term and long tern solution also
         effective date.

         The status of a complaint is closed upon satisfactory completion of
         these actions and its effectiveness checked by quality.

         Each new customer complaint will automatically receive a new tracking
         number from the database system. All records are filed in quality.

         Customer complaints will be reviewed by site management at least
         weekly.

20.      RETURNS (RMA):

         All field returns will be returned to Benchmark in accordance with
         Benchmark's returns procedure. This procedure operates a full
         comprehensive RMA facility.

21.      RELEASE AUDITING:

         All units will be the subject of a sample audit inspection carried out
         by the quality department prior to shipment to the customer. The
         release audit consists of a visual inspection. Sample sizes will based
         on AQL as mutually agreed.

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