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                                                                   EXHIBIT 10.14

                             MANUFACTURING AGREEMENT
                                     BETWEEN
                               EMULEX CORPORATION
                                       AND
                          MANUFACTURERS' SERVICES, LTD.

                                    CONTENTS

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<S>                                                                      <C>
  1.  DEFINITIONS                                                          2
  2.  SCOPE OF AGREEMENT                                                   3
  3.  TERM AND TERMINATION                                                 3
  4.  EMULEX PROPERTY                                                      4
  5.  INTELLECTUAL PROPERTY RIGHTS                                         4
  6.  APPROVAL OF VENDORS AND MATERIALS                                    5
  7.  FORECASTS                                                            5
  8.  PRICING AND PAYMENT TERMS                                            5
  9.  PURCHASE ORDERS                                                      6
 10.  DELIVERY                                                             6
 11.  WARRANTY                                                             8
 12.  ENGINEERING CHANGES                                                  9
 13.  PRODUCT QUALITY                                                     10
 14.  INVENTORY MANAGEMENT                                                10
 15.  REVIEW AND PLANNING MEETINGS                                        11
 16.  CONFIDENTIAL INFORMATION                                            12
 17.  INDEMNIFICATION                                                     12
 18.  LIMITATION OF LIABILITY                                             13
 19.  INSURANCE                                                           13
 20.  MISCELLANEOUS                                                       14
 21.  ENTIRE AGREEMENT                                                    16
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                             MANUFACTURING AGREEMENT

This Agreement is entered into by and between Manufacturers' Services, Ltd., a
Delaware corporation, for itself and on behalf of certain of its subsidiaries
("MSL"), and Emulex Corporation ("Emulex"), a California corporation, 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 MSL in accordance with this Agreement. The
               parties may add other Emulex products to this Agreement as
               mutually agreed upon.

        1.2    "Product Documentation" means information required for the
               manufacture of the Product, including BOM, 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 MSL 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
               that component of the Product having the longest lead time, plus
               the time necessary for receiving, inspection, manufacturing,
               systems integration, test and shipment, all as agreed by the
               parties.

        1.5    "Materials" means component line items on the BOM, which are
               collectively assembled to produce the Product.

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

        1.7    "Value Added Replacement Cost" means all costs incurred by MSL
               for the repair or replacement of defective parts, including costs
               of manufacturing, shipping, and business loss.

        1.8    "RMA" means return material authorization.

        1.9    "Obsolete Materials" means Materials on hand that can no longer
               be used on the Product.

        1.10   "Excess Materials" means Materials on hand in excess of six (6)
               weeks' forecasted demand resulting from Emulex's cancellations,
               reschedules, or other delays or changes.

        1.11   "Material Acquisition Fee" means a fee for recovery of costs
               related to purchasing Materials. It may include purchasing,
               freight-in, freight out, receiving, inspection, Material
               handling, and Material control system transaction processing
               costs.

        1.12   "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 MSL may purchase or
               procure Materials.

        1.13   "Emulex Materials" means Materials purchased from Emulex by MSL.

2.      SCOPE OF AGREEMENT

        MSL 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

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        and the parties may enter into similar agreements with other parties.
        Except for Purchase Orders issued to MSL, Emulex shall not be obligated
        to purchase any Products from MSL hereunder.

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 modify or 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    Either party may terminate this Agreement at any time, without
               cause, by giving the other party at least six months' prior
               written notice. Termination of the Agreement will not relieve the
               parties of any obligations incurred prior to the date of
               termination. In the event of termination by Emulex, Emulex agrees
               to purchase Products ordered prior to termination and to
               reimburse MSL for non-cancelable or non-returnable and minimum
               buy Materials, and any cancellation and/or or restocking fees
               incurred by MSL for the benefit of Emulex and in accordance with
               this Agreement, provided that MSL makes reasonable efforts to
               minimize the quantities of such items and the amounts of such
               cancellation and restocking fees during the six month notice
               period.

        3.3    In addition to the termination rights specified in sub-Section
               3.2, above, either party may immediately terminate this Agreement
               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

               (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 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 within thirty
               days after receiving written notice thereof.

4.      EMULEX PROPERTY

        4.1    Information Required for Product Manufacture

               Subject to the provisions of Sections 5, 12, and 16, Emulex will
               provide MSL with the Product Documentation. Emulex reserves the
               right to change the content of the Product Documentation at any
               time.

        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 MSL. If Emulex does not so mark the
                      Equipment, then Emulex will hold harmless MSL from any
                      damage or loss that may occur to the Equipment. If MSL
                      purchases such Equipment, Emulex will provide MSL with the
                      appropriate control numbers and labels to identify it as
                      Equipment. MSL is authorized to use such Equipment at no
                      charge in concert with Product Documentation to produce
                      Product, and shall only be responsible for damage to such
                      Equipment caused by MSL'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

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                      calibration of such Equipment shall be the sole
                      responsibility of Emulex unless otherwise agreed by the
                      parties.

               (b)    MSL 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 the expenditure. 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 MSL 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 MSL shall ship, FCA MSL's plant, all such
                      Equipment at the direction of Emulex prior to upon the
                      termination or expiration of this Agreement.

5.      INTELLECTUAL PROPERTY RIGHTS

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

        5.2    MSL 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. MSL
        will purchase Materials only from the AVL, which will be provided to MSL
        by Emulex and updated as changes warrant. Any changes in vendors
        proposed by MSL 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 MSL within five days, and if MSL has used
        commercially reasonable efforts to purchase Materials from approved
        vendors but shortages or allocations exist, MSL shall not be liable for
        failing to deliver affected Products on time.

7.      FORECASTS

        Emulex will provide MSL with a twelve-month rolling forecast, updated
        monthly ("Forecast"). Emulex authorizes MSL to procure Materials for
        Orders, net of yield losses, including minimum buy and reel quantities
        and long lead-time Materials, to support Forecasts. These actions may
        result in Excess Materials, which may be subject to the terms of Section
        14.2. Emulex may limit its liability hereunder by specifying in writing
        a maximum amount of purchases by MSL in excess of Orders. If Emulex
        elects to specify a maximum amount, MSL 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 are set forth in Attachment A. Any price
               changes (increase or decrease) will be agreed to between the
               parties. 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. If such
               taxes are applicable, they shall be set out as a separate line
               item on MSL's invoice. Emulex agrees to provide to MSL a valid
               Reseller's Certificate for exemption from any potentially
               applicable sales and use taxes.

        8.2    Payment terms shall be net thirty days from the date of Emulex's
               receipt of a correct invoice. Payment of an invoice shall not
               constitute or imply acceptance of the Product or relieve MSL of
               any obligations assumed under this Agreement, nor prevent Emulex
               from asserting any other

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               rights it may have under this Agreement. Other than occasional
               invoices, if payments are more than 10 days late for non-disputed
               invoices, or Emulex's financial condition deteriorates to the
               extent that MSL reasonably determines that Emulex may be a credit
               risk, MSL may, in addition to its rights set forth in Article 3,
               Termination, in its discretion, require payments in advance, a
               letter of credit, or put shipments on credit hold.

        8.3    During the term of this Agreement, MSL and Emulex will meet every
               three months to review Product pricing and to reset the price.
               The parties may make a prospective price adjustment for
               documented Materials price variances occurring as a result of
               schedule adjustments, worldwide supply of Materials, BOM changes,
               engineering changes, process changes, or changes to Forecasts.
               MSL shall permit Emulex to conduct an audit of actual costs
               incurred by MSL for Product Orders at the end of each quarter.
               Notwithstanding any provision herein to the contrary, MSL will
               establish and maintain a plan for ongoing reductions in Product
               price. MSL 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.

        8.4    MSL will notify and gain Emulex's approval prior to procurement
               of any Material when the actual extended cost of any Material
               exceeds MSL's quoted cost by more than 1% for any Material. If
               approved, MSL will invoice Emulex for the difference between the
               actual and quoted cost, and Emulex agrees to pay for all such
               approved costs.

9.      PURCHASE ORDERS

        9.1    Emulex will provide MSL with Purchase Orders in minimum
               increments of three months. Purchase Orders may be submitted in
               the form of hard copy, by facsimile, or by electronic transfer if
               there is an Electronic Data Interchange ("EDI") Agreement in
               place between Emulex and MSL. 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 MSL's
               reasonable control; therefore, MSL will notify Emulex immediately
               of any change in Manufacturing Lead Time.

        9.2    MSL 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.

        9.3    Emulex shall have the right to reschedule delivery for each
               Purchase Order or partial Purchase Order without MSL's consent,
               but MSL must be notified in writing of the delivery rescheduling
               at least fifteen calendar days prior to the scheduled delivery
               date. Such rescheduled Purchase Orders must be rescheduled for
               delivery no later than 45 days after the originally scheduled
               delivery date.

        9.4    Emulex shall have the right to cancel delivery of a Purchase
               Order without MSL's consent, provided however, that MSL must be
               notified in writing of the cancellation at least thirty days
               prior to the scheduled delivery date.

        9.5    Emulex will attempt to minimize the frequency of the changes
               described in this Section 9.

        9.6    If Emulex elects to purchase materials from MSL that are not
               Materials or Products, as defined, MSL will charge and Emulex
               will pay a price for such materials as agreed between the
               parties, plus an acquisition fee. Such acquisition fee shall be
               3% of MSL's purchase price for the materials for MSL's Salt Lake
               City, Utah, facility and as agreed between the parties for other
               MSL facilities.

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10.     DELIVERY

        10.1   MSL shall follow all instructions contained in Emulex's routing
               instructions, which Emulex will provide to MSL and which is
               specified on each Order. Emulex may modify its routing
               instructions from time to time and will provide MSL 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. MSL 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 MSL and the contents of this Section 10, the current
               routing instructions will prevail. MSL 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 made 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 MSL anticipates or becomes aware that it will not supply the
               Product on the delivery date committed by MSL, for any reason to
               include but not be limited to Material shortage, process changes,
               capacity limitations or causes due to common carriers, MSL shall
               notify Emulex immediately after MSL 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 MSL shall obtain Emulex's actual
               acknowledgment of the notice of anticipated delay. Emulex and MSL
               will jointly develop alternatives to resolve any late delivery of
               the Product, including use of premium routing. MSL will develop
               recovery plans with new committed delivery dates and communicate
               such plans to Emulex within 24 hours of missed deliveries. If MSL
               is unable to ship the Product on the committed delivery date
               through no fault of Emulex, Emulex may require MSL to use premium
               routing and deliver the freight pre-paid at MSL's expense,
               provided that MSL is responsible for the late delivery.

        10.4   Except as provided for otherwise in sub-Sections 10.1 and 10.3,
               above, the terms of sale are FCA MSL'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,
               MSL shall indicate the number of shipping containers, weight of
               each shipment and carrier name on the invoice. Risk of loss shall
               pass to Emulex at the FCA point.

        10.5   Each shipment of the Product by MSL shall include a packing slip
               which contains, at a minimum, (i) MSL'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 Product shall be packaged, marked and otherwise prepared in
               accordance with Product Documentation and applicable government
               regulations, and if none are specified or required, with good
               commercial practices. Product Documentation will be provided to
               MSL at least ninety days prior to implementation. In packaging
               Products, MSL shall also take any additional steps needed to
               ensure reasonable protection from damage due to rough handling
               and other hazards which might occur during transit. Packaging for
               export shipments from the United States may also be subject to
               specific instructions. MSL will notify Emulex of any charges
               incurred by MSL for such export shipments prior to invoicing
               Emulex for these charges.

        10.7   Emulex will provide the following information about its Products
               in writing to MSL: (i) country of origin; (ii) harmonized
               scheduled tariff classification number, and (iii) export commerce
               control number ("ECCN"). Emulex will provide the commercial
               invoice. MSL will prepare all international shipping
               documentation, including NAFTA certificate, including NAFTA

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               preference criteria, 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   MSL warrants that Products provided under this Agreement will be
               free of MSL's manufacturing defects for a period of three years,
               from date of delivery. MSL warrants that Products provided under
               this Agreement will be free of defects in Materials for a period
               of one year from the date of delivery. MSL's liability under this
               warranty against defects in Materials is limited to 1% of the
               amount MSL invoiced Emulex for Product completions in the same
               month as the return of the Product. Such amount is based on the
               replacement cost of the defective component and only applies to
               the cost of replacement components not warranted to full value by
               the component supplier, OEM and/or distributor. MSL will bill
               Emulex for the price paid by MSL for replacement components not
               warranted by the component supplier, OEM and/or distributor which
               exceed 1% of invoiced Product completions and Emulex agrees to
               pay such charges. Upon expiration and/or termination of this
               Agreement, where MSL is no longer manufacturing Products for
               Emulex, MSL's liability under warranty against defects in
               Material for in warranty returns will be limited to 1% of
               Emulex's then-current sale price of the Product.

        11.2   Subject to Section 11.3 below, Emulex's sole remedy and MSL's
               sole obligation shall be to repair or replace, at MSL's option,
               Product found to be defective in accordance with Section 11.1.
               The warranty period for any Product returned with MSL's
               permission for repair or replacement shall be the greater of the
               remainder of the original warranty period or six months from the
               date that the repaired or replaced Product is delivered to the
               Product owner. Products not covered by the warranty in Section
               11.1 shall be repaired by MSL and related charges shall be billed
               to Emulex. Any Product returned to MSL, which, after inspection
               and testing by MSL, is found to be free of defects shall be
               subject to the "Defect Not Found Charge" specified in Attachment
               A.

        11.3   Except for third party repair permitted under Section 11.6, MSL's
               warranty shall be void if the Product has been subjected to
               abuse, misuse, accident, neglect, installation and/or operation
               outside the parameters or environment identified in Emulex's
               Product specifications, or unauthorized repair or alterations by
               anyone other than MSL.

        11.4   Emulex shall contact MSL for an RMA prior to returning any
               Product for repair. MSL will provide the RMA within two business
               days of receipt [one business day for priority requests] of
               Emulex's request. Emulex will forward the defective Product to
               MSL freight prepaid, FOB destination. MSL will ship the repaired
               or replaced Product to Emulex freight prepaid, FOB destination,
               as quickly as is practical, but not later than five days from the
               date MSL received the Product.

        11.5   THESE WARRANTY PROVISIONS ARE THE EXCLUSIVE WARRANTIES FOR ANY
               PRODUCT PROVIDED BY MSL HEREUNDER AND SET OUT THE EXCLUSIVE
               REMEDIES FOR CLAIMS BASED ON DEFECTS IN OR FAILURE OF ANY
               PRODUCT. NO OTHER WARRANTY, EXPRESS OR IMPLIED, SHALL APPLY. MSL
               SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY
               AND/OR FITNESS FOR A PARTICULAR PURPOSE.

        11.6   Product Repair

               (a)    MSL shall provide in and out of warranty Product repair.
                      Product repair will be provided during the term of the
                      Agreement and for a period of not less than seven years
                      following the last date of MSL's Product manufacture under
                      this Agreement. Charges for out of warranty Product repair
                      will be quoted and mutually agreed to within 30 days of
                      the Effective Date of this Agreement and added to
                      Attachment A to this Agreement.

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                      MSL'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.

               (b)    MSL WILL PROVIDE REPAIR SERVICES FOR EMULEX IN NORTH
                      AMERICA, EUROPE AND ASIA AS REQUIRED TO SUPPORT EMULEX'S
                      REPAIR REQUIREMENTS.

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, MSL shall use
                      its best efforts to implement the changes in existing
                      inventory, work in process, new production of the Product,
                      and into Product going through MSL's repair process as
                      instructed by Emulex. Emulex shall provide MSL with
                      written notice of any engineering change, including new
                      Product Documentation, as soon as possible after Emulex
                      knows of such change. For changes implemented within the
                      Manufacturing Lead Time, the cost of any resulting
                      Obsolete Materials, Excess Materials, non cancelable non
                      returnable Materials, restocking fees, and minimum buy
                      requirements and the cost of any rework shall be borne by
                      Emulex as provided in Section 14.2. MSL shall bear the
                      cost of any Obsolete Materials, Excess Materials, non
                      cancelable non returnable Materials, restocking fees, and
                      minimum buy requirements for changes implemented outside
                      the Manufacturing Lead Time.

               (b)    For implementing engineering changes on previously
                      delivered Product, Emulex will authorize its customers to
                      request an RMA number and return the affected Product to
                      MSL or an authorized repair facility for repair or
                      replacement at Emulex's expense.

        12.2   MSL Requested Changes

               (a)    MSL 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.

               (b)    If such proposed change is accepted by Emulex, Emulex
                      shall respond to MSL's request in writing within ten
                      business days from date of request. If the proposed change
                      results in a Product price increase, MSL shall obtain
                      Emulex's prior written approval before the change is
                      implemented. If the proposed change results in a price
                      reduction, MSL shall reduce the price of the Product to
                      Emulex as soon as the change is implemented. If such
                      engineering changes affect regulatory agency
                      certifications, the change shall not be implemented until
                      the relevant regulatory agencies have investigated and
                      approved the change. If the proposed change is not
                      accepted by Emulex, MSL shall continue to produce the
                      unaltered Product without increasing the Product price.

        12.3   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 MSL shall jointly develop and implement a
        mutually acceptable quality plan for the manufacture of the Products,
        set forth in Attachment B. MSL shall use commercially reasonable
        efforts, acceptable to Emulex, to continually meet or exceed the quality
        and reliability requirements outlined in the quality plan.

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        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   Emulex-Owned Inventory and Product Distribution

               Emulex-owned inventory and Product distribution will be managed
               in accordance with Attachment C, Logistics and Distribution.

        14.2   Excess and Obsolete Materials

               14.2.1 If, at any time, Materials on hand and/or on order become
                      Excess and/or Obsolete Materials, and MSL 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, MSL may require Emulex to purchase such
                      Materials at MSL's cost, defined as the Materials'
                      purchase price, plus any cancellation or restocking
                      charges, plus the Material Acquisition Fee (3% of the
                      Material purchase price for Salt Lake City, Utah. For
                      other MSL facilities, such fee will be agreed between the
                      parties). Emulex will provide to MSL an Order within ten
                      days of being notified by MSL of Materials on hand and/or
                      on order that are Excess or Obsolete, and will pay MSL
                      within thirty days of receipt of MSL's invoice.

               14.2.2 If Emulex desires to store Excess or Obsolete Materials at
                      MSL, MSL will provide a consignment service to Emulex for
                      a consignment fee to be mutually agreed to by Emulex and
                      MSL. If Emulex provides MSL with an Order utilizing part
                      or all of such Excess or Obsolete Materials, such
                      Materials shall be invoiced by Emulex to MSL at the cost
                      previously paid by Emulex to MSL in order to avoid
                      duplicate payment by Emulex for the same Materials.

               14.2.3 If Emulex elects not to store Excess or Obsolete Materials
                      at MSL and instead elects to have such Materials shipped
                      to Emulex or another destination designated by Emulex, MSL
                      will ship such Materials FCA MSL's location.

15.     REVIEW AND PLANNING MEETINGS

        15.1   Emulex hereby appoints its Director of Manufacturing as its
               liaison to monitor MSL's performance and delivery of Product
               under this Agreement. MSL 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.

                                       9
<PAGE>   10

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

               (a)    Review MSL'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 MSL reports;

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

               (g)    Publish minutes to EMULEX and MSL.

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 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. 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 MSL in any
               suit or action brought or any claim asserted (collectively, a
               "Claim") against MSL alleging that any Product or any part
               thereof manufactured pursuant to this Agreement and in material
               compliance with Emulex's specifications and directions: (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 MSL's manufacturing processes. Emulex will
               indemnify and hold MSL harmless from and against any loss, cost,
               damage or expense, including without limitation reasonable
               attorneys' fees (collectively, "Costs"), incurred by MSL as a
               direct result of, including defense against, any such Claim.

                                       10
<PAGE>   11

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

        17.4   The indemnifications 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; 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 WITH RESPECT TO BREACH OF CONFIDENTIALITY OBLIGATIONS,
        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.

19.     INSURANCE

        19.1   MSL shall maintain insurance against fire, theft and damage to
               any Emulex property held by MSL, including without limitation
               consigned Materials, in-circuit test fixtures, capital equipment,
               returned Materials and other Emulex Product and property in MSL's
               possession. MSL shall also maintain errors and omissions
               insurance in the amounts of $5 million per occurrence and $10
               million in the aggregate for MSL's manufacturing defects. Such
               errors and omissions insurance will name Emulex as an additional
               insured and will remain in effect for a period of three years
               after termination of this Agreement. MSL 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 MSL as
               an additional insured and will remain in effect for a period of
               three years after termination of this agreement. Emulex will
               provide MSL with a certificate of insurance evidencing such
               coverage.

                                       11
<PAGE>   12

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. MSL further
               acknowledges that its breach of Sections 5 and/or 16 of this
               Agreement would cause irreparable harm to Emulex. 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.

        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 cancels the Purchase Orders in
               accordance with this Agreement.

                                       12
<PAGE>   13

        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 fire,
               flood, hurricane, earthquake, explosion, war, strike, embargo,
               government law or regulation, action of civil or military
               authority, or act of God.

        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.

        20.10  Attorneys' Fees

               If either party commences litigation to enforce any provision of
               this Agreement, the prevailing party shall be entitled to recover
               reasonable attorneys' fees and expenses of litigation, including
               fees and expenses of any appeal.

        20.11  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

                           MSL:             Manufacturers' Services Ltd.
                                            300 Baker Avenue
                                            Concord, MA  01742
                                            Attn: General Counsel

               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.

        20.12  Headings

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

        20.13  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.

                                       13
<PAGE>   14

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.

        A        Product and Price Schedule
        B        Product Quality
        C        Logistics and Distribution


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

<TABLE>
<CAPTION>
EMULEX CORPORATION                                 MANUFACTURER'S SERVICES, LTD.

<S>                                                <C>
By: /s/Paul Folino                                 By: /s/Joel Hazzard
(Signature)                                        (Signature)

Name:   Paul Folino                                Name: Joel Hazzard
        --------------------------------------           ---------------------------------------
(Please Print or Type)                             (Please Print or Type)

Title:  President and CEO                         Title: Vice President of Sales, North America
        --------------------------------------           ---------------------------------------

Date:   November 2, 2000                           Date: November 1, 2000
        --------------------------------------           ---------------------------------------
</TABLE>



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