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                                                                   EXHIBIT 10.32


                          REGISTRATION RIGHTS AGREEMENT

        This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June
28, 2001, is entered into between GADZOOX NETWORKS, INC., a Delaware corporation
(the "Company"), and SOCIETE GENERALE, a bank organized under the laws of France
(the "Investor").

        WHEREAS, the Company and the Investor have entered into that certain
Equity Line Financing Agreement (the "Financing Agreement"), dated as of the
date hereof, pursuant to which the Company has agreed to issue and sell to the
Investor for an aggregate purchase price of up to $20,000,000 shares Common
Stock, $0.005 par value per share (the "Common Stock"), from time to time as
provided in the Financing Agreement; and

        WHEREAS, pursuant to the terms of, and in partial consideration for, the
Investor's agreement to enter into the Financing Agreement, the Company has
agreed to provide the Investor with certain registration rights with respect to
the Common Stock issued under the Financing Agreement;

        NOW, THEREFORE, in consideration of the foregoing premises, the
representations, warranties, covenants and agreements contained herein and in
the Financing Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, intending to be
legally bound hereby, the parties hereto agree as follows:

                              ARTICLE I DEFINITIONS

        SECTION 1.1 Definitions. Capitalized terms used herein and defined in
the Financing Agreement shall have the same respective meanings herein as are
ascribed to them therein. In addition, the following terms shall have the
meanings ascribed to them below:

        "Investor" shall mean the Investor referenced in the preamble, and,
unless the context otherwise requires, shall include any assignee or transferee
of the Investor who becomes bound by this Agreement in accordance with Section
4.5 hereof.

        "Registrable Securities" means all of the shares of Common Stock issued
or issuable under the Financing Agreement until (i) a registration statement
under the Securities Act covering the offer and sale of such shares of Common
Stock has been declared effective by the Commission and such shares of Common
Stock have been disposed of pursuant to such effective registration statement,
(ii) such shares of Common Stock are sold under circumstances in which all of
the applicable conditions of Rule 144 (or any similar provision then in force)
under the Securities Act ("Rule 144") are met, (iii) such shares of Common Stock
have been otherwise transferred and the Company has delivered a new certificate
or other evidence of ownership for such shares of Common Stock not bearing a
restrictive legend, (iv) such time as, in the opinion of counsel to the Company,
which counsel shall be reasonably acceptable to the Investor, such Shares of
Common Stock may be sold without any time, volume or manner limitation pursuant
to Rule 144(k) (or any similar provision then in effect) under the Securities
Act or (v) any combination of the foregoing relating to such shares of Common
Stock.

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        "Registration Statement" means the registration statement filed by the
Company pursuant to Section 2.1(a) and any additional registration statement
filed by the Company pursuant to Section 2.1(b).

        "Underwriter" means a securities dealer that purchases any Registrable
Securities as principal in an underwritten offering and not as part of such
dealer's market-making activities.

                         ARTICLE II REGISTRATION RIGHTS

        SECTION 2.1 Registration Requirements. The Company shall use its
commercially reasonable efforts to effect the registration of the Registrable
Securities (including, without limitation, the execution of an undertaking to
file post-effective amendments, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act) as would permit or facilitate the
sale or distribution of all the Registrable Securities in the manner (including
manner of sale) and in all states reasonably requested by the Investor. Such
commercially reasonable efforts by the Company shall include the following:

               (a) The Company will as expeditiously as possible, prepare and
file with the Commission a registration statement (the "Registration Statement")
on Form S-3 (if use of such form is then available to the Company pursuant to
the rules of the Commission and, if not, on such other form promulgated by the
Commission for which the Company then qualifies and that counsel for the Company
shall deem appropriate and which form shall be available for the resale of the
Registrable Securities to be registered thereunder in accordance with the
provisions of this Agreement and in accordance with the intended method of
distribution of such Registrable Securities), and use its commercially
reasonable efforts to cause such filed Registration Statement to become
effective by the Effectiveness Deadline. The "Effectiveness Deadline" shall
mean, 180 days from the date of this Agreement. In the event the Registration
Statement shall not have been declared effective by the Commission by the
Effective Deadline, the Investor shall have the right to terminate the Financing
Agreement. The Company will as expeditiously as reasonably possible prepare and
file with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to
keep the Registration Statement effective for a period of not less than: (i) in
the case of a non-underwritten offering of Registrable Securities, until there
shall no longer be any Registrable Securities or (ii) with respect to an
underwritten offering of Registrable Securities, for the period (not to exceed
90 days) until the completion of the distribution of Registrable Securities
covered by the Registration Statement (but not before the expiration of the
period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder, if applicable), and the Company will comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such Registration Statement during such period in accordance with the intended
methods of disposition by the Investor as set forth in the Registration
Statement.

               (b) The number of Registrable Securities covered by the initial
Registration Statement shall equal the Maximum Share Amount. To the extent the
Company files an additional registration statement to cover Registrable
Securities in excess of the number of Registrable Securities covered by the
initial Registration Statement, such additional registration


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statement shall, for purposes of this Agreement (other than with respect to the
Effectiveness Deadline), also be deemed to be the "Registration Statement."

               (c) The Company will, prior to filing the Registration Statement
or prospectus or any amendment or supplement thereto, furnish to the Investor,
its counsel, and each Underwriter, if any, of the Registrable Securities covered
by such Registration Statement copies of such Registration Statement and
prospectus or any amendment or supplement thereto as proposed to be filed,
together with exhibits thereto, which documents will be subject to review and
approval by the foregoing persons (such approval not to be unreasonably withheld
or delayed), and thereafter furnish to the Investor, its counsel and each
Underwriter, if any, such number of copies of such Registration Statement, each
amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in
such Registration Statement (including each preliminary prospectus) and such
other documents or information as the Investor, its counsel or each Underwriter
may reasonably request in order to facilitate the disposition of the Registrable
Securities.

               (d) The Company will use its commercially reasonable efforts to
(i) register or qualify such Registrable Securities under such other securities
or blue sky laws of such jurisdictions in the United States as the Investor may
reasonably (in light of its intended plan of distribution) request and (ii) if
applicable, cause such Registrable Securities to be registered with or approved
by such other governmental agencies or authorities in the United States as may
be necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be reasonably necessary or advisable to
enable the Investor to consummate the disposition of the Registrable Securities;
provided that the Company will not be required to (A) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for the fulfillment of its obligation under this paragraph (d), (B) subject
itself to taxation in any such jurisdiction or (C) consent or subject itself to
general service of process in any such jurisdiction.

               (e) The Company will promptly notify the Investor upon the
occurrence of any of the following events in respect of the Registration
Statement or related prospectus in respect of an offering of Registrable
Securities: (i) receipt of any request for additional information by the
Commission or any other federal or state governmental authority during the
period of effectiveness of the Registration Statement for amendments or
supplements to the Registration Statement or related prospectus; (ii) the
issuance by the Commission or any other federal or state governmental authority
of any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose; (iii) receipt of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; (iv) the happening of any event that makes any statement made in the
Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related
prospectus or documents so that (or the Company otherwise becomes aware of any
statement included in the Registration Statement, related prospectus or
documents that is untrue in any material respect or that requires the making of
any changes in the Registration Statement, related prospectus or documents so
that), in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or


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omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of the related
prospectus, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; and (v) the Company's reasonable determination that a
post-effective amendment to the Registration Statement would be appropriate (in
which event the Company will promptly make available to the Investor any such
supplement or amendment to the Registration Statement and, as applicable, the
related prospectus).

               (f) The Company will enter into customary agreements (including,
if applicable, an underwriting agreement in customary form and that is
reasonably satisfactory to the Company) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of the
Registrable Securities.

               (g) The Company will make available to the Investor (and will
deliver to its counsel) and each Underwriter, if any, subject to restrictions
imposed by the United States federal government or any agency or instrumentality
thereof, copies of all correspondence between the Commission and the Company,
its counsel or auditors and will also make available, subject to restrictions
imposed by the United States federal government or any agency or instrumentality
thereof, for inspection by the Investor, its counsel, any Underwriter
participating in any disposition pursuant to a Registration Statement and any
attorney, accountant or other professional retained by the Investor or such
Underwriter (collectively, the "Inspectors"), all financial and other records,
pertinent corporate documents and properties of the Company (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause the Company's officers and employees to
supply all information reasonably requested by any Inspectors in connection with
the Registration Statement. Records that the Company determines, in good faith,
to be confidential and that it notifies the Inspectors are confidential shall
not be disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary in the reasonable opinion of the Inspectors to avoid or correct a
misstatement or omission in the Registration Statement or (ii) the disclosure or
release of such Records is requested or required pursuant to oral questions,
interrogatories, requests for information or documents or a subpoena or other
order from a court of competent jurisdiction or other process; provided that
prior to any disclosure or release pursuant to clause (ii), the Inspectors shall
provide the Company with prompt notice of any such request or requirement so
that the Company may seek an appropriate protective order or waive such
Inspectors' obligation not to disclose such Records; and, provided further, that
if failing the entry of a protective order or the waiver by the Company
permitting the disclosure or release of such Records, the Inspectors, upon
written advice of counsel, are compelled to disclose such Records, the
Inspectors may disclose that portion of the Records that counsel has advised the
Inspectors that the Inspectors are compelled to disclose. The Company may
require, as a condition to the disclosure to any Inspector of any confidential
information, that such Inspector execute and deliver to the Company a written
agreement, in form and substance reasonably satisfactory to the Company,
pursuant to which such Inspector agrees to the confidential treatment of such
information as contemplated above. The Investor agrees that information obtained
by it as a result of such inspections (not including any information obtained
from a third party who is not prohibited from providing such information by a
contractual, legal or fiduciary obligation to the Company) shall be deemed
confidential and shall not be used by it as the basis for any market


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transactions in the securities of the Company or its Affiliates unless and until
such information is made generally available to the public. The Investor further
agrees that it will, upon learning that disclosure of such Records is sought in
a court of competent jurisdiction, give notice to the Company and allow the
Company, at its expense, to undertake appropriate action to prevent disclosure
of the Records deemed confidential.

               (h) The Company will furnish to the Investor and to each
Underwriter, if any, a signed counterpart, addressed to the Investor and such
Underwriter, of (1) an opinion or opinions of counsel to the Company and (2) to
the extent then permitted under applicable professional guidelines and
standards, a comfort letter or comfort letters from the Company's independent
public accountants, each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as the
Investor or the managing Underwriter therefor reasonably requests. The Company
agrees to provide such comfort letters or review letters from its independent
public accountants and such opinions of counsel to the Company as are required
by the Financing Agreement.

               (i) The Company will comply with all applicable rules and
regulations of the Commission, including, without limitation, compliance with
applicable reporting requirements under the Exchange Act, and will make
available to its security holders, as soon as reasonably practicable, an earning
statement covering a period of twelve (12) months, beginning within three (3)
months after the effective date of the Registration Statement, which earning
statement shall satisfy the provisions of Section 11(a) of the Securities Act.

               (j) The Company shall take all steps reasonably necessary to
enable the Investor to avail itself of the prospectus delivery mechanism set
forth in Rule 153 (or successor thereto) under the Securities Act, if available.

        The Company may require the Investor promptly to furnish in writing to
the Company such information regarding the intended methods of distribution of
the Registrable Securities as the Company may from time to time reasonably
request and such other information as may be legally required in connection with
such registration, including, without limitation, all such information as may be
requested by the Commission or the NASD or any state securities commission or
similar authority. If the Investor fails to provide such information requested
in connection with such registration within ten (10) business days after
receiving such written request, then the Company may cease pursuit of such
registration in respect of the Investor's Registrable Securities until such
information is provided.

        The Investor agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 2.1(e) hereof, the
Investor will forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement until the Investor's receipt of the
copies of the supplemented or amended prospectus contemplated by Section
2.1(e)(v) hereof, and, if so directed by the Company, the Investor will deliver
to the Company all copies, other than permanent file copies then in the
Investor's possession, of the most recent prospectus covering the Registrable
Securities at the time of receipt of such notice.

        SECTION 2.2 Registration Expenses. In connection with registration
hereunder, the Company shall pay the following registration expenses incurred in
connection therewith (the


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"Registration Expenses"): (i) all registration and filing fees, (ii) fees and
expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of a single firm of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) printing expenses, (iv) the
Company's internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
(v) the fees and expenses incurred in connection with the listing or quotation
of the Registrable Securities, (vi) fees and disbursements of counsel for the
Company and customary fees and expenses for independent certified public
accountants retained by the Company (including the expenses of any (A) opinion
letters or costs associated with delivery by counsel to the Company of an
opinion letter or opinion letters or (B) comfort letters or review letters or
costs associated with the delivery by independent certified public accountants
of comfort letters or review letters, in each case required by or contemplated
by Section 2.1(h) hereof), and (vii) the fees and expenses of any special
experts retained by the Company in connection with such registration. The
Company shall have no obligation to pay any underwriting fees, discounts or
commissions, or any transfer taxes attributable to the sale of Registrable
Securities, or the cost of any special audit required by the Investor or any
fees or expenses associated with legal counsel for the Investor, such costs to
be borne by the Investor.

                  ARTICLE III INDEMNIFICATION AND CONTRIBUTION

        SECTION 3.1 Indemnification by the Company. The Company agrees to
indemnify and hold harmless the Investor, its partners, Affiliates, officers,
directors, employees and duly authorized agents, and each Person or entity, if
any, who controls the Investor within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, together with the partners,
Affiliates, officers, directors, employees and duly authorized agents of such
controlling Person or entity (collectively, the "Controlling Persons"), from and
against any loss, claim, damage, liability, reasonable attorneys' fees, costs or
expenses and costs and expenses of investigating and defending any such claim
(collectively, "Damages"), and any action in respect thereof to which the
Investor, its partners, Affiliates, officers, directors, employees and duly
authorized agents, and any such Controlling Person may become subject under the
Securities Act or otherwise, insofar as such Damages (or proceedings in respect
thereof) arise out of, or are based upon, any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or
prospectus relating to the Registrable Securities, or arise out of, or are based
upon, any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any prospectus, in light of the circumstances in which they were made) not
misleading, except insofar as the same are based upon information furnished in
writing to the Company by the Investor or an Underwriter expressly for use
therein, and shall reimburse the Investor, its partners, Affiliates, officers,
directors, employees and duly authorized agents, and each such Controlling
Person for any reasonable legal and other expenses reasonably incurred by the
Investor, its partners, Affiliates, officers, directors, employees and duly
authorized agents, or any such Controlling Person in investigating or defending
or preparing to defend against any such Damages or proceedings as such expenses
are incurred; provided, however, that the Company shall not be liable in any
such case to the extent that any such Damages arise out of or are based upon an
untrue statement or omission or alleged untrue statement or omission in any
prospectus if (x) such untrue statement or omission or alleged untrue statement
or omission is corrected in an amendment or supplement to such prospectus and
(y) having previously been furnished by or on behalf of the Company


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with copies of such prospectus as so amended or supplemented, the Investor
thereafter fails to deliver such prospectus as so amended or supplemented prior
to or concurrently with the sale of a Registrable Security to the Person
asserting the claim from which such Damages arise. The Company also agrees to
indemnify any Underwriters of the Registrable Securities, their officers and
directors and each Person who controls such Underwriters on customary terms.

        SECTION 3.2 Indemnification by the Investor. The Investor agrees to
indemnify and hold harmless the Company, its partners, Affiliates, officers,
directors, employees and duly authorized agents and each Person or entity, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, together with the partners, Affiliates,
officers, directors, employees and duly authorized agents of such controlling
Person, to the same extent as the foregoing indemnity from the Company to the
Investor, but only with reference to information related to the Investor or its
plan of distribution furnished in writing by the Investor or on the Investor's
behalf expressly for use in any registration statement or prospectus relating to
the Registrable Securities, or any amendment or supplement thereto, or any
preliminary prospectus. In case any action or proceeding shall be brought
against the Company or its partners, Affiliates, officers, directors, employees
or duly authorized agents or any such controlling Person or its partners,
Affiliates, officers, directors, employees or duly authorized agents, in respect
of which indemnity may be sought against the Investor, the Investor shall have
the rights and duties given to the Company, and the Company or its partners,
Affiliates, officers, directors, employees or duly authorized agents, or such
controlling Person, or its partners, Affiliates, officers, directors, employees
or duly authorized agents, shall have the comparable rights and duties given to
the Investor by Section 3.1. The Investor also agrees to indemnify and hold
harmless any Underwriters of the Registrable Securities, their officers and
directors and each Person who controls such Underwriters on customary terms with
reference to the same information as to which it agrees to indemnify the Company
referenced above. The Company shall be entitled to receive indemnities on
customary terms from Underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, to the same
extent as provided above, with respect to information so furnished in writing by
such persons specifically for inclusion in any prospectus or the Registration
Statement.

        SECTION 3.3 Conduct of Indemnification Proceedings. Promptly after
receipt by any person or entity in respect of which indemnity may be sought
pursuant to Section 3.1 or 3.2 (an "Indemnified Party") of notice of any claim
or the commencement of any action, the Indemnified Party shall, if a claim in
respect thereof is to be made against the Person against whom such indemnity may
be sought (an "Indemnifying Party"), notify the Indemnifying Party in writing of
the claim or the commencement of such action; in the event an Indemnified Party
shall fail to give such notice as provided in this Section 3.3 and the
Indemnifying Party to whom notice was not given was unaware of the proceeding to
which such notice would have related and was materially prejudiced by the
failure to give such notice, the indemnification provided for in Section 3.1 or
3.2 shall be reduced to the extent of any actual prejudice resulting from such
failure to so notify the Indemnifying Party; provided, that the failure to
notify the Indemnifying Party shall not relieve it from any liability that it
may have to an Indemnified Party otherwise than under Section 3.1 or 3.2. If any
such claim or action shall be brought against an Indemnified Party, the
Indemnifying Party shall be entitled to participate therein, and, to the extent
that it wishes, jointly with any other similarly notified Indemnifying Party, to
assume the


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defense thereof with counsel reasonably satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its
election to assume the defense of such claim or action, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided that the
Indemnified Party shall have the right to employ separate counsel to represent
the Indemnified Party and its controlling persons who may be subject to
liability arising out of any claim in respect of which indemnity may be sought
by the Indemnified Party against the Indemnifying Party, but the fees and
expenses of such counsel shall be for the account of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (ii) in the reasonable judgment of
the Company and such Indemnified Party, representation of both parties by the
same counsel would be inappropriate due to actual or potential conflicts of
interest between them, it being understood, however, that the Indemnifying Party
shall not, in connection with any one such claim or action or separate but
substantially similar or related claims or actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
fees and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for all Indemnified Parties or for fees
and expenses that are not reasonable. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party unless such settlement includes an
unconditional release of such Indemnified Party from all liability arising out
of such claim or proceeding. Whether or not the defense of any claim or action
is assumed by an Indemnifying Party, such Indemnifying Party will not be subject
to any liability for any settlement made without its consent, which consent will
not be unreasonably withheld.

SECTION 3.4 Contribution. If the indemnification provided for in this Article
III is unavailable to the Indemnified Parties in respect of any Damages referred
to herein, then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Damages (i) as between the Company and the
Investor, on the one hand, and the Underwriters, on the other hand, in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Investor, on the one hand, and the Underwriters, on the other
hand, from the offering of the Registrable Securities, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits but also the relative fault of the Company and
the Investor, on the one hand, and of the Underwriters, on the other hand, in
connection with the statements or omissions that resulted in such Damages, as
well as any other relevant equitable considerations, and (ii) as between the
Company, on the one hand, and the Investor, on the other hand, in such
proportion as is appropriate to reflect the relative fault of the Company and of
the Investor in connection with such statements or omissions, as well as any
other relevant equitable considerations. The relative benefits received by the
Company and the Investor, on the one hand, and the Underwriters, on the other
hand, shall be deemed to be in the same proportion as the total proceeds from
the offering (net of underwriting discounts and commissions but before deducting
expenses) received by the Company and the Investor bear to the total
underwriting discounts and commissions received by the Underwriters, in each
case as set forth in the table on the cover page of the prospectus. The relative
fault of the Company and the Investor, on the one hand, and of the Underwriters,
on the other hand, shall be determined by


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reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and the Investor or by the
Underwriters. The relative fault of the Company, on the one hand, and of the
Investor, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

        Notwithstanding the provisions of this Section 3.4, the Investor shall
in no event be required to contribute any amount in excess of the amount by
which the amount paid to the Investor for the Registrable Securities (less
underwriting discounts and commissions) exceeds the amount paid by the Investor
to the Company for the Registrable Securities. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

                            ARTICLE IV MISCELLANEOUS

        SECTION 4.1 Term. The registration rights provided to the holders of
Registrable Securities hereunder shall terminate on the earlier of the second
anniversary of the termination of the Financing Agreement or such date as there
shall be no Registrable Securities; provided, however, that the provisions of
Article IV hereof shall survive any termination of this Agreement.

        SECTION 4.2 Rule 144. The Company covenants that it will file all
reports required to be filed by it under the Securities Act and the Exchange Act
and that it will take such further action as registered holders of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable the Investor to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144, as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. If at any time the Company is
not required to file such reports, it will, upon the reasonable request of any
registered holder of Registrable Securities, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144, within
the limitations of the exemption provided thereby. Upon the request of the
Investor, the Company will deliver to the Investor a written statement as to
whether it has complied with such requirements.

        SECTION 4.3 Restrictions on Sale by the Company and Others. If, and to
the extent, reasonably requested by the managing Underwriter or Underwriters in
the case of an underwritten public offering, that includes Registrable
Securities as contemplated by Section 2.1, the Company shall use commercially
reasonable efforts to cause its Affiliates to agree not to effect any public
sale or distribution of any securities similar to those being registered in
accordance with Section 2.1 hereof, or any securities convertible into or
exchangeable or exercisable for such securities, during the thirty (30) days
prior to, and during the period beginning on the effective date of the
Registration Statement (except as part of the Registration Statement) until all
of the Registrable Securities offered thereunder have been sold pursuant to


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such underwritten public offering, provided, however, that such period shall not
exceed ninety (90) days.

        SECTION 4.4 Amendment and Modification. Any provision of this Agreement
may be waived, provided that such waiver is set forth in a writing executed by
the party against whom the enforcement of such waiver is sought. The provisions
of this Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of the Investor. No course of dealing between or among any
Persons having any interest in this Agreement will be deemed effective to
modify, amend or discharge any part of this Agreement or any rights or
obligations of any Person under or by reason of this Agreement.

        SECTION 4.5 Successors and Assigns; Entire Agreement. This Agreement and
all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns; provided,
however, that the benefits and right contemplated hereunder to be provided to
any holder of Registrable Securities shall be limited to the registered holder
thereof. The Investor may assign its rights under this Agreement to any
subsequent holder of at least 25,000 shares constituting Registrable Securities,
provided that the Company shall have the right to require any such subsequent
holder of the Registrable Securities to execute a counterpart of this Agreement
as a condition to such holder's claim to any rights hereunder. This Agreement,
together with the Financing Agreement, sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and thereof
and merges and supersedes all prior discussions, agreements and understandings
(written or oral) of any and every nature between them with respect to such
subject matter.

        SECTION 4.6 Separability. In the event that any provision of this
Agreement or the application of any provision hereof is declared to be illegal,
invalid or otherwise unenforceable by a court of competent jurisdiction, the
remainder of this Agreement shall not be affected except to the extent necessary
to delete such illegal, invalid or unenforceable provision unless that provision
held invalid shall substantially impair the benefits of the remaining portions
of this Agreement.

        SECTION 4.7 Notices. All notices, demands, requests, consents, approvals
or other communications required or permitted to be given hereunder or that are
given with respect to this Agreement shall be in writing and shall be personally
served or deposited in the mail, registered or certified, return receipt
requested, postage prepaid, or delivered by reputable air courier service with
charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice: (i) if to the Company, to: Gadzoox
Networks, Inc., 5850 Hellyer Avenue, San Jose, CA 95138, Attention: David
Eichler, Facsimile No.: (408) 360-4951; with copies (which shall not constitute
notice) to: Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, CA
94304, Attention: Bruce McNamara, Facsimile No. (650) 496-4367; and (ii) if to
the Investor: to the address for notices set forth in the Financing Agreement.
Notice shall be deemed given on the date of service or transmission if
personally served or transmitted by telegram, telex or facsimile. Notice
otherwise sent as provided herein shall be deemed given


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<PAGE>   11
on the third business day following the date mailed or on the next business day
following delivery of such notice by a reputable air courier service.

        SECTION 4.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

        SECTION 4.9 Headings. The headings in this Agreement are for convenience
of reference only and shall not constitute a part of this Agreement, nor shall
they affect their meaning, construction or effect.

        SECTION 4.10 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original instrument, and
all of which together shall constitute one and the same instrument.

        SECTION 4.11 Further Assurances. Each party shall cooperate and take
such action as may be reasonably requested by the other party in order to carry
out the provisions and purposes of this Agreement and the transactions
contemplated hereby.

        SECTION 4.12 Remedies. In the event of a breach or a threatened breach
by any party to this Agreement of its obligations under this Agreement, any
party injured or to be injured by such breach will be entitled to specific
performance of its rights under this Agreement or to injunctive relief, in
addition to being entitled to exercise all rights provided in this Agreement and
granted by law. The parties agree that the provisions of this Agreement shall be
specifically enforceable, it being agreed by the parties that the remedy at law,
including monetary damages, for breach of any such provision will be inadequate
compensation for any loss and that any defense or objection in any action for
specific performance or injunctive relief that a remedy at law would be adequate
is waived.


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<PAGE>   12
        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by the undersigned, thereunto duly authorized, as of the date first set
forth above.

                                     GADZOOX NETWORKS, INC.


                                     By:
                                            ------------------------------------
                                     Name:  Michael Parides
                                     Title: President and Chief
                                            Executive Officer


                                     SOCIETE GENERALE


                                     By:
                                            ------------------------------------
                                     Name:  Guillaume Pollet
                                     Title: Authorized Signatory


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