<PAGE>
                                                                    EXHIBIT 10.1

  ***CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
 WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
                              THE OMITTED PORTIONS

                          CORPORATE PURCHASE AGREEMENT

BETWEEN:
     BUYER:
          Name:          HEWLETT PACKARD CORPORATION
          Address:       3000 Hanover St., Palo Alto, California  94304
          Contact Name:  Richard Gentilini   Telephone Number: [...* * *...]
AND:
     SELLER:
          Name:          Vixel Corporation
          Address:       11911 North Creek Parkway South, Bothell WA 98011
          Contact Name:  Kurtis Adams        Telephone Number: [...* * *...]

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE
HEREBY ACKNOWLEDGED, BUYER AND SELLER HEREBY AGREE AS FOLLOWS:

SELLER AGREES TO PROVIDE BUYER with the Products, Services, Spares and/or other
materials specifically identified in properly executed schedules of product
deliverables at the applicable Effective Prices and in accordance with the terms
and conditions of this Corporate Purchasing Agreement (the "Agreement") between
the parties, which Agreement consists of (i) this signature page; (ii) the
General Terms for Purchasing, including any amendments thereto; (iii) any
Supplemental Terms of Agreement; and (iv) all Exhibits.

PRODUCTS & SERVICES: The Products purchased under the Agreement shall be more
fully described in the Product Pricing Schedule (Exhibit F) (containing Product
part numbers, descriptions, initial unit prices, and lead-times) as updated from
time to time. The Services acquired under this Agreement shall be more fully
described in the Service Requirements (Exhibit J). Whereas the parties may agree
to purchase other products, spares, and/or services, such products, spares, and/
or services may be added from time to time during the term of the Agreement in a
properly executed Addendum.

PRICES / CHARGES: The prices, fees, charges, and discounts ("Prices") for
Deliverables shall be initially set forth in a Product Pricing Schedule (Exhibit
F). Whereas the parties may agree, from time to time, to update Prices for any
Deliverable, such updated Prices shall be set forth in properly executed Product
Pricing Schedules and shall be the price at which Buyer is entitled to purchase
such Deliverables from Seller ("Effective Price") for the period of time
specified therein ("Pricing Period"). The Effective Price for any Deliverable,
shall be that which is contained in the most recently executed Product Pricing
Schedule.

AGREEMENT TERM:  EFFECTIVE DATE:                June 24, 2002
                 END DATE (OF INITIAL TERM):    June 24, 2005

Notwithstanding anything to the contrary, the Agreement is not a requirements
contract and does not obligate Buyer to purchase any minimum quantity of
Deliverables but only establishes the terms and conditions for such purchases if
and when Buyer submits Orders in accordance with the Agreement. Capitalized
terms used on this signature page that are defined elsewhere in the Agreement
and shall have the meaning as there defined.

IN WITNESS WHEREOF, THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE EXECUTED
THIS AGREEMENT WHICH SHALL BECOME EFFECTIVE AS OF THE EFFECTIVE DATE WRITTEN
ABOVE.

SELLER: VIXEL CORPORATION, INC.     BUYER: HEWLETT PACKARD CORPORATION

By:      /S/ Kurtis L. Adams        By:       /S/ Richard Gentilini
         -------------------------            ----------------------------------
         (Authorized Signature)               (Authorized Signature)

Name:    Kurtis L. Adams            Name:     Richard Gentilini
         (Typed or Printed)                   (Typed or Printed)

Division:                           Division: Network Storage Solutions
         (Optional)                           (If Corporate, Identify Commodity
                                              Area - If Site, Identify Location)

Date:    May 9, 2003                Date:     May 9, 2003

                         CORPORATE PURCHASING AGREEMENT
                         GENERAL TERMS - FINISHED GOODS

The following general terms and conditions ("General Terms") and any amendments
hereto form part of the Corporate Purchase Agreement (the "Agreement") between
Buyer and Seller (collectively, the "parties") as identified on the signature
page of the Agreement. Subject to the provisions of these General Terms, Buyer
may elect to purchase goods, materials and/or services (individually or
collectively referred to as "Deliverables") from Seller. The Effective Date and
the End Date of the Agreement together with the contact persons of the parties
and their respective addresses for notice, are also identified on the signature
page of the Agreement.


CPA# 1312-11502                 HP CONFIDENTIAL                           PAGE 1
<PAGE>

1.0       PURPOSE

          It is intended by the parties that the provisions of the Agreement,
          including these General Terms, shall govern any purchase and sale of
          the Deliverables including, as applicable, the Products, Spares,
          Services, or other materials set forth in a Schedule of Deliverables
          forming part of the Agreement.

2.0       DEFINITIONS

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

2.1       "Affiliate" means, with respect to Buyer or Seller, any other legal
          entity controlling, controlled by, or under the common control with
          Buyer or Seller. As used in this definition, the term "control" means
          the possession, directly or indirectly or the power to direct, or
          cause the direction of the management and policy of the controlled
          entity. Where solely for the purposes of buying Product on behalf of
          Buyer, and subject to Seller's credit approval, "Affiliate" shall also
          mean (i) any OEM subcontractor of Buyer buying on behalf of Buyer, and
          (ii) any subcontractor or contractor of Buyer buying on behalf of
          Buyer, and Sections 3.0 (Orders) and 7.0 (Payment) of this agreement
          shall apply. For the avoidance of doubt, it is understood that such
          purchasing entities ("Distribution Affiliates") shall not be deemed
          Affiliates for the purpose of the indemnities by Seller in Section 6
          or any other obligations of Seller apart from the provisions of
          Sections 3.0 (Orders) and 7.0 (Payment). Prior to acceptance as a
          Distribution Affiliate, such entity must enroll with Seller and HP by
          signing a separate agreement with Seller and shall be bound by all
          provisions of such agreement.

2.2       "Attachments" means any document or exhibit thereof that is mutually
          agreed to by the parties and is used to provide additional information
          and/or different terms and conditions relating to the Agreement.
          Attachments may include, but is not limited to schedules, amendments,
          addenda, and any other document that is mutually agreed upon by the
          parties and incorporates by reference the General Terms for
          Purchasing.

2.3       "Business Day" means a day on which commercial banks and foreign
          exchange markets settle payments in New York City, U.S.A.

2.4       "Business Continuity" - shall mean continuation of the critical
          business functions of the business so that goods and services shall
          continue to be provided to Buyer without interruption or essential
          change.

2.5       "Business Continuity Plan" - Shall mean a plan that sets out the
          process for developing advanced arrangements and procedures to enable
          an organization to respond to any event (whether foreseeable or not)
          in such a manner that Business Continuity is achieved.

2.6       "Buyer Furnished Items" means any raw materials, components, tools,
          products, equipment, documentation, services, and/or any other items
          to be provided by Buyer to Seller including, but not limited to any
          buyer-owned materials identified in any applicable Ownership of
          Materials Exhibit (Exhibit B), Order, or in any other Attachment
          forming part of the Agreement.

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

2.8       "Change Order" means any written document or any written or electronic
          Orders prepared, properly authorized, and issued by Buyer and accepted
          by Seller, to identify changes to an existing Order previously
          accepted by Seller for Deliverables. A Change Order will typically
          contain the Applicable Purchase Order number or electronic Order
          number affected, a Change Order number, and a Change Order date
          signifying the effective date of the change(s). The Change Order may
          include changes that affect, but are not necessarily limited to (i)
          rescheduling item(s) Delivery


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                             the omitted portions.
<PAGE>

          Date(s), (ii) adding and/or canceling item(s) in whole or in part,
          and/or (iii) changes to Buyer designated destination point(s).

2.9       "Code" means computer programming instructions including, without
          limitation, machine-readable computer programming instructions. Unless
          specifically stated otherwise, "Code" shall include all Updates and
          Enhancements thereto.

2.10      "Confidential Information" means tangible and intangible nonpublic
          information that one party discloses to the other and designates as
          confidential or which, under the circumstances surrounding such
          disclosure, ought to be treated as confidential. "Confidential
          Information" includes, but is not limited to, any and all of the
          parties' product information relating to design, functionality,
          pricing, manufacturing, or marketing; the terms and conditions of any
          proposed or actual agreement between the parties; either party's
          business policies, practices or trade secrets; and the information of
          others that is received by either party under an obligation of
          confidentiality.

2.11      "Cost Impact / Obsolescence Event" or "Event" means notification by
          Buyer to Seller, [...* * *...], of a [...* * *...] The date of the
          Event is deemed to be the date on which Buyer provides any such
          notification to Seller.

2.12      "Cover Costs" consist of cost of [...* * *...], cost of [...* * *...]
          including without limitation providing [...* * *...], as well as
          [...* * *...] including but not limited to [...* * *...] Cover Costs
          will not include [...* * *...]

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

          With respect to Seller, (i) Seller's failure to comply with any
          material provision of the Agreement, or of any Order issued hereunder,
          and in the case of a breach which is capable of remedy, Seller's
          failure to remedy same within [...* * *...] calendar days of
          notification of said breach; provided, Seller's failure to deliver
          Product On Time is not subject to a [...* * *...]-calendar day cure
          period; (ii) Seller becomes insolvent, becomes subject to any
          bankruptcy proceeding or makes an assignment for the benefit of
          creditors, or a receiver or similar officer is appointed to take
          charge of all or a part of Seller's assets and such condition is not
          cured within [...* * *...] calendar days; (iii) Seller assigns or
          attempts to assign, or subcontracts or attempts to subcontract, any or
          all of its rights or obligations under this Agreement or any Orders
          issued hereunder to a third party, other than a legal successor or
          merger, without Buyer's prior written approval.

2.14      "Defaulting Party" shall mean any party who fails to perform any
          contractual obligation or duty in connection with the terms and
          conditions set forth in this Agreement.

2.15      "Defective Product" shall mean deliverables that do not conform to the
          Purchase Specifications (Exhibit D) or that contain any defect in
          materials or workmanship.

2.16      "Deliverables" means any goods, services, products, or other materials
          to be provided by Seller in accordance with the Agreement and/or any
          applicable Orders issued hereunder including, but not limited to,
          those set forth in any applicable Service Requirements (Exhibit J),
          Product Pricing Schedule (Exhibit F), or contained in any other
          Attachment to the Agreement and/or in any applicable Orders issued
          hereunder.

2.17      "Delivery Date" or "On-Dock Date" means; (i) the date stipulated on
          Buyer's Order for the delivery of the specified Deliverables during
          normal business hours and days to the Delivery Site designated by
          Buyer; and (ii) the date stipulated on Buyer's Order for the
          performance of Services to be completed by Seller as specified under
          Buyer's Order.


CPA# 1312-11502                 HP CONFIDENTIAL                           PAGE 3

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                             the omitted portions.
<PAGE>

2.18      "Enhancements" means changes or additions, other than Updates, to Code
          and related documentation, including all new releases, that improve
          functions, add new functions, or improve performance by changes in
          system, design, or coding.

2.19      "Electronic Transmission" means the transmission of data between Buyer
          and Seller in an electronic format including, but not limited to,
          industry-standard Electronic Data Interchange techniques ("EDI");
          Electronic Funds Transfer ("EFT"); Facsimile ("fax"); Electronic Mail
          (email), World Wide Web ("WWW"); and Electronic File Exchanges of any
          transaction set ("Electronic Interchanges"). Common Electronic
          Transmissions are electronic orders, credit card purchases or orders,
          and orders via the internet.

2.20      "Epidemic Failure" means an excessive level of unit failures that are
          caused by the same component failure or defect, provided that such
          failure or defect is attributable to Seller.

2.21      "Excess Material" means finished goods, work in process, Unique Parts
          (as defined below), non-active industry standard components and
          material that is obsolete or excess to Buyer's future Product
          requirements that has been purchased by Seller in order to fulfill
          Buyer's most current forecast and which the Parties reasonably
          determines cannot be cancelled, returned, sold or otherwise consumed.

2.22      "Formal Claim" means Seller's claim for any costs or expenses relating
          to Excess Material.

2.23      "Hazardous Materials" means any hazardous substance, hazardous waste,
          hazardous chemical, hazardous air pollutant, pesticide, or other
          substance identified as hazardous, infectious, radioactive or toxic
          under any federal, state or local laws, regulations, or standards
          pertaining to the protection of human health or safety, wildlife or
          the environment. Hazardous Materials shall include, without
          limitation, all substances identified as hazardous chemicals by
          California Occupational Safety and Health Act (hereinafter referred to
          as Cal-OSHA) and under the federal Occupational Safety and Health Act
          (hereinafter referred to as OSHA) and all substances identified as
          hazardous wastes under the Resource Conservation and Recovery Act or
          any comparable state statutes, regulations or standards.

2.24      "Lead-Time" means the period of time extending from the date listed on
          Order to the Delivery Date for Products, Spares and/or Services,
          [...* * *...]

2.25      "Like New Condition" means refurbished to the latest approved revision
          to meet all applicable electrical, mechanical, firmware and cosmetic
          specifications and Engineering documentation, including the
          replacement of damaged or missing non-functioning parts.

2.26      "Materials" means (i) computer hardware, (ii) any written information,
          Code, or documentation, including any machine-readable information,
          Code, or documentation recorded on tangible media, or (iii) any
          combination thereof provided, pursuant to the Agreement, to a party
          for the sole purpose of enabling performance of the obligations
          contained herein. "Materials" does not include Products, or Spares, or
          Services, or intangible Confidential Information.

2.27      "Order(s)" means, collectively, any written Purchase Order, any
          electronic order or electronic purchase order employing EDI
          techniques, any industry standard EDI order, any telex or facsimile
          order or purchase order, any telephonic order or purchase order
          subsequently confirmed by Buyer in writing or by some electronic means
          capable of printing a hard copy, any other written or electronic
          order, and any internet orders employing the Internet and industry
          standard eCommerce techniques or EDI techniques; that are prepared,
          properly authorized and issued by Buyer for the purchase of Products
          or Services. "Orders" may be accepted by Seller in writing,
          electronically in the manner prescribed in subsection 3.3 below, or in
          the manner otherwise prescribed by Buyer (including, as applicable, by
          EDI means, industry standard eCommerce techniques, or by facsimile
          transmission), or by commencement of performance of Services or by
          delivery of Products.

2.28      "Product(s)" means goods, materials, components, or products that are
          either created, manufactured, distributed, or otherwise made available
          by Seller to Buyer for purchase by Buyer pursuant to the terms and
          conditions of the Agreement and any applicable Order hereto. The
          Products shall include any requisite and incidental materials,
          packaging documentation included in Purchase Specifications (Exhibit
          D), Code, Software, and any other reasonably


CPA# 1312-11502                 HP CONFIDENTIAL                           PAGE 4

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 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

          related Seller Furnished Items that are needful due to the nature of
          the Product. Additional Products, Spares, and / Services may be added
          to this Agreement with a properly executed Addendum.

2.29      "Product Pricing Schedule" means, with respect to the purchase of
          Products, any written instrument executed by one party and mutually
          agreed to by the other party for purpose of (i) updating the part
          numbers for the Products identified therein [...* * *...] Any purchase
          by Buyer of the Products [...* * *...] shall be governed by the terms
          and conditions of [...* * *...] To be valid, a Product Pricing
          Schedule shall contain, at minimum, [...* * *...] The Product Pricing
          Schedule is attached to this Agreement as Exhibit F.

2.30      "Proprietary Rights" means all current and future patents, mask works,
          copyrights, trade secrets, know-how and all other intellectual
          property rights, including all applications, continuations and
          registrations with respect thereto.

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

2.32      "RMA" means a Return Material Authorization number assigned by Seller
          for a shipment of Products and/or Spares being returned by Buyer to
          Seller.

2.33      "Seller Furnished Items" means any raw materials, components, tools,
          products, equipment, documentation, services, technical support,
          and/or any other items that may be provided by Seller to Buyer
          including, but not limited to any seller-owned materials identified in
          any applicable Ownership of Materials Exhibit (Exhibit B), Order, or
          in any other document forming part of the Agreement.

2.34      "Seller Owned Inventory" means any raw materials, sub-assemblies,
          finished goods inventory over which the Seller will have financial
          ownership of the inventory/products until such time the inventory is
          "pulled" in order to fulfill replenishment needs.

2.35      "Services" or "Seller's Services" means the services or work made
          available to Buyer by Seller and which are described, identified, or
          listed in any attached or subsequently executed Services Requirements
          (Exhibit J) that specifically references the Agreement, or in any
          other applicable Exhibit, Addendum, Schedule or Attachment forming
          part of the Agreement or forming part of any applicable Orders
          thereunder.

2.36      "Software" means (i) the software which is a component of, supplied
          with, or bundled with, the Products, Spares or Services (whether in
          firmware or on magnetic, optical or other media) and (ii) the end user
          documentation for such software, including all Updates and
          Enhancements to such software and documentation.

2.37      "Spare(s)" means any replacement parts/components, assemblies, or
          sub-assemblies for the Product(s).

2.38      "Specifications" (i) the specifications for the specific Product,
          Spares, and/or Services set forth in the Purchase Specifications
          (Exhibit D); and (ii) the General Quality Requirements set forth under
          a Quality Plan (Exhibit H).

2.39      "Technical Data" shall include, but not be limited to, Buyer furnished
          items, Buyer products, Confidential Information, Code, Deliverables,
          Materials, Products, Software, Spares or Services.

2.40      "Unique Parts" means custom material specifically and solely designed
          for Buyer's Product ([...* * *...]) which cannot be reused, reworked,
          returned, sold or otherwise incorporated into any other products
          manufactured by Seller.

2.41      "Updates" means any modifications or changes, other than Enhancements,
          to Materials, Products, or Spares for purposes of correcting errors,
          such as bug fixes or other incidental corrections.


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<PAGE>

3.0       ORDERS

3.1       Buyer may purchase Product(s), Spares and/or Services from Seller by
          issuing properly authorized Orders to Seller. All such Orders shall
          set forth the following items: quantity, price, delivery date, part
          number, [...* * *...] and delivery location .

3.2       Seller shall accept any Order that materially conforms with the terms
          of this Agreement. Seller shall use [...* * *...] to send Buyer
          written confirmation of such acceptance within [...* * *...] Business
          Days after Seller's receipt of a written Order from Buyer.

3.3       If Buyer issues an electronic Order, Seller shall electronically
          "Verify" receipt of the electronic Order within [...* * *...] Business
          Day of the electronic Order transmission by Buyer. "Verify" or
          "Verfication," as used herein, shall mean that Seller has, in fact,
          successfully received all necessary Order information and requirements
          (e.g. quantity, price, delivery date, part number, and [...* * *...])
          from electronic mailbox and shall serve as Seller's notification to
          Buyer of both the receipt of the electronic Order from Buyer and the
          occurrence of any discrepancies relating to the readiablity of such
          electronic Order. Seller shall return an electronic Order
          acknowledgement ("EDI Acknowledgement") to Buyer within [...* * *...]
          working day following Seller's receipt of said Verfication. Seller
          shall be conclusively presumed to have accepted all electronic Orders
          issued by Buyer unless Buyer is specifically notified that Seller has
          not accepted a particular electronic Order. The receipt of such
          notification by Buyer must take place within [...* * *...] Business
          Days of the transmission of Buyer's electronic Order.

3.4       All electronic Orders, Verifications, and EDI Acknowledgments
          (collectively "EDI Transmissions") and other related data
          electronically transmitted shall;

          (1)  specifically reference and be subject to the terms and conditions
               of this Agreement, and

          (2)  be specially formatted in accordance with Buyer's policies,
               specifications and procedures regarding electronic data
               interchange information.

3.5       No oral, electronic, or written additional or different provisions
          proposed by either Party to the other in any acceptance, confirmation,
          or acknowledgment shall apply unless expressly agreed to, in writing,
          by the other Party. Buyer hereby gives notice of its objection to any
          additional or different terms proposed by Seller. 3.6 Seller agrees
          that all of Buyer's Affiliates, wherever located, upon Seller's credit
          approval, shall be entitled to make purchases under the terms and
          conditions of this Agreement.

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

3.8       The terms governing the delivery of all Product(s), Spares, and/or,
          Services ordered by Buyer will be interpreted in accordance with the
          International Chamber of Commerce Incoterms 2000 Edition.
          [...* * *...]

3.9       Cancellation or changes to Orders shall be addressed in the ODM
          (Exhibit G) attached to this Agreement.

4.0       PRICING

4.1       Prices. Seller's prices for the OEM Products and Parts are listed in
          Exhibit F.
          All OEM Products under this Agreement shall be [...* * *...] Seller
          and HP agree to [...* * *...]

4.2.      [...* * *...]

4.3.      [...* * *...]

4.4       [...* * *...]


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4.5       [...* * *...] Seller agrees to quarterly meetings to review Prices and
          contract terms. [...* * *...]

4.6       [...* * *...]

4.7       [...* * *...]

4.8       Any scheduled price reductions take effect, worldwide, on the date
          shown for the pricing period described on the mutually agreed upon
          Product Pricing Schedules, for all material not yet received by Buyer
          (in supplier owned inventory, in transit, in WIP, etc.)

5.0       WARRANTY

5.1       Seller hereby warrants that for [...* * *...] months from the date of
          Seller's shipment of Product(s) and Spares, that all such Product(s)
          and Spares shall be free from defects in material or workmanship and
          shall conform to applicable Purchase Specifications (Exhibit D) which
          references this Agreement. Seller further represents and warrants that
          Product(s) and Spares purchased hereunder shall (i) vest in Buyers
          good and valid title to such Product(s) and Spares which is free and
          clear of all liens, security interests, and encumbrances.
          [...* * *...], in accordance with Subsection 5.2 below. The foregoing
          warranties do not apply to any Product or Spare that (a) has been
          altered except by Seller, (b) has been improperly handled, installed,
          operated or packaged, or (c) has been damaged by accident, misuse,
          negligence or external factors.

5.2       Spares may be assemblies or Products refurbished to Like New Condition
          and may contain used parts. [...* * *...]

5.3       CND (Can Not Duplicate) shall mean any Product that has been returned
          to Seller as defective, but after comprehensive analysis and testing,
          the Product was found not to be defective in any manner. In the event
          the number of CND Products returned by Buyer exceeds [...* * *...],
          Buyer and Seller will immediately jointly investigate and use
          commercially reasonable efforts to quickly resolve the source of the
          CND activity. Seller agrees to provide Buyer commercially reasonable
          field maintenance information on Product [...* * *...] for purposes of
          minimizing Seller's CND performance for Products and Spares. CND
          metric does not apply until completion. Seller reserves the right to
          submit claims to Buyer for reasonable reimbursement of Seller's
          expenses associated with CND expenses resulting from Buyer's inability
          to resolve prolonged and sustained CND issues in a timely manner.

5.4       Upon the (i) discovery of a defect in material or workmanship in any
          Product or Spare during the warranty period, or (ii) discovery of a
          Product or Spare that is not in compliance with the Purchase
          Specifications (Exhibit D) during the warranty period, Buyer may at
          its option, if such defect or non-conformity is identified after the
          Product or Spare is Shipped to Buyer's customer, pursue the remedies
          described in Section 26.2 of this Agreement. If the defect or
          non-conformity is identified before Product or Spare is shipped to
          Buyer's customer, in addition to Buyer's pursuit of remedies described
          in Section 26.2 of this Agreement, Buyer may [...* * *...]

5.5       In no event will either party be responsible to the other for any
          incidental or consequential damages arising out of this warranty.
          However, nothing herein shall be deemed an assumption by either party
          of liability incurred by the other party in contract or at law, with
          regard to any third-party claims. The remedies set forth in this
          Section 5 and Section 26.2 shall be Buyer's sole and exclusive
          remedies in the event of a breach of the warranties related to the
          Products or Spares. The Seller's warranties provided in this Agreement
          are provided to Buyer only and not to any other person.

5.6       Seller warrants that Seller has not previously or otherwise granted
          any rights related to Products to any third party which conflict with
          the rights granted herein; as of the Effective Date, that there is no
          violation, litigation, arbitration, or other proceeding pending or
          related to Products before any court or any other governmental or
          administrative agency; as of the Effective Date that no judgment,
          order, injunction, or decree of any court or governmental or
          administrative agency regarding the Product(s), Spares, and/or
          Services has been entered into record against Seller or served upon
          Seller; and that Seller has the full power and authority to enter into
          this Agreement, to carry out its obligation set forth herein.

5.7       [...* * *...]


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6.0       INDEMNIFICATION AND REMEDIES

6.1       Seller shall indemnify, defend and hold harmless Buyer and its
          Affiliates and their respective directors, officers, shareholders,
          customers and employees ("Buyer Indemnified Parties") from and against
          any and all third party claims, demands, suits, actions, judgments,
          costs and liabilities, including attorneys' fees, (each, an
          "Indemnified Loss") relating to or arising out of any [...* * *...],
          and shall pay all costs and damages awarded; provided, the foregoing
          indemnity shall not apply to the extent that any such claim
          [...* * *...]

          In the event one party (the "Indemnifying Party") is obligated to
          indemnify the other party (the "Indemnified Party") under this
          Agreement, the Indemnified Party will as soon as is reasonably
          practicable provide the Indemnifying Party with prompt written notice
          of any claim for which indemnification is required, tender the defense
          of any such claim to the Indemnifying Party, provide full cooperation
          for such defense at the Indemnifying Party's expense, and not settle
          without the Indemnifying Party's prior written approval, not to be
          unreasonably withheld. The Indemnified Party may participate in any
          such defense or settlement with counsel of its own choosing at its
          expense; provided that the Indemnifying Party controls the defense or
          settlement negotiations. Failure by Indemnified Party to notify
          Indemnifying Party as required above shall not diminish Indemnifying
          Party's indemnity obligations hereunder except to the extent any
          Indemnified Party 's delay in notifying Seller prejudices Indemnifying
          Party's defense of such matter.

          If an injunction or exclusion order preventing the use, sale, lease
          license, or other distribution of the Product or Spares or any part
          thereof results from such a claim (or, if Seller reasonably believes
          such an injunction is likely) Seller may, at its expense, use
          commercially reasonable efforts to obtain for Buyer the right to
          continue using the Product or Spares or modify the Product or Spares
          so that they are not infringing. In the event that Seller elects not
          to, or cannot obtain such right for Buyer or cannot modify such
          Product or Spares, Seller may either cease making such Product or
          Spares subject to such injunction or exclusion order available for
          Buyer's purchase or terminate this Agreement. In either case,
          [...* * *...] The foregoing sets forth Buyer's sole and exclusive
          remedy with respect to claims of infringement of third party
          intellectual property rights.

6.2       Seller shall defend, indemnify and hold Buyer, its officers,
          directors, and employees harmless from and against any and all claims
          alleging property damage, personal injury or death, and any losses,
          expenses (including reasonable attorney's fees), demands, or judgments
          related thereto ("Claims") which result from or arise out of:

          a.)  The presence of Seller's agents, employees or subcontractors
               (Personnel), or equipment on the property of Buyer or its
               customers; or

          b.)  [...* * *...]; or

          c.)  The use by Seller or its Personnel of Buyer's equipment, tools or
               facilities (Equipment). Permission by Buyer to use any such
               Equipment shall be gratuitous.

          d.)  [...* * *...]

6.2.1     Buyer shall defend, indemnify and hold Seller and its officers,
          directors, and employees harmless from and against any and all
          Indemnified Losses which result from or arise out of: [...* * *...]

6.2.2     Buyer shall defend, indemnify and hold Seller and its officers,
          directors, and employees harmless from and against any and all Claims
          which result from or arise out of:

          a.)  The presence of Buyer's agents, employees or subcontractors
               (Personnel), or equipment on the property of Seller; or

          b.)  [...* * *...]; or

          c.)  The use by Buyer or its Personnel of Seller's equipment, tools or
               facilities (Equipment). Permission by Seller to use any such
               Equipment shall be gratuitous; or


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          d.)  [...* * *...]

6.3       To the extent Buyer and its Affiliates are entitled to sublicense
          third party rights or exercise "have made" rights, Buyer and its
          Affiliates hereby grant to Seller the right to make and sell the
          Products and Spares to Buyer and its Affiliates.

6.4       NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES
          (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND UNLIQUIDATED
          INVENTORY), INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF THE OTHER
          PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT IN
          CONNECTION WITH A BREACH OF THE CONFIDENTIALITY PROVISIONS AND THIRD
          PARTY INTELLECTUAL PROPERTY INDEMNIFICATION PROVISIONS SET FORTH IN
          THIS AGREEMENT.

7.0       PAYMENT

7.1       Seller shall invoice Buyer no later than [...* * *...] calendar days
          following the date on which Seller ships Product covered hereby. Such
          invoice shall be payable net [...* * *...] calendar days next after
          the date of Seller's invoice; provided, [...* * *...] Invoices shall
          be subject to verification by Buyer with regards to the accuracy of
          the amount invoiced for products provided by Seller.

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

7.3       Each Party authorizes the other Party to satisfy all payment
          obligations under this Agreement using Electronic Transmissions such
          as Electronic Funds Transfer or Automated Clearing House, or other
          mutually agreed upon electronic transfer of funds.

7.4       Within [...* * *...] calendar days of commencement of any Electronic
          Transmissions, each Party will provide in writing the specified
          details of:

               (a)       Name, address, telephone, Telecopier, or other
                    appropriate communication numbers of its financial
                    institution;

               (b)       Administrative contact at its financial institution

               (c)       Designated account and account number at its financial
                    institution for Funds Transfer; and

               (d)       Name, address, communication number and contact for any
                    designated Third Party Service Provider.

7.5.      Either Party may change its financial institution or account with a
          minimum of [...* * *...] calendar days written notice to the other
          Party.

8.0       TERM

          The term of this Agreement shall be three (3) years, ("Initial Term")
          commencing on the date indicated on the signature page of this
          Agreement ("Effective Date") and shall automatically renew at the
          conclusion of the Initial Term for successive twelve (12) month
          periods unless and until one party notifies the other, not less than
          thirty (30) calendar days prior to the end of the Initial Term or any
          subsequent twelve-month term, that it does not intend to renew this
          Agreement. This Agreement may terminate prior to the aforementioned
          stated term under the circumstances set forth in Section 9.0
          Notwithstanding the foregoing, this Agreement shall remain in full
          force and effect and shall be applicable to any Order issued by Buyer
          to Seller during the term of this Agreement until all obligations
          under such Order have been fulfilled.

9.0       TERMINATION

9.1       Either party (the "Non-Defaulting Party") may terminate this Agreement
          issued hereunder at any time by giving [...* * *...] calendar days
          written notice to the other party (the "Defaulting Party") upon the
          occurrence of an unresolved Default by the Defaulting Party. In
          addition, either Party may terminate this Agreement issued hereunder
          at


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          any time for any reason upon giving written notice of termination to
          the other Party. This Agreement shall terminate on the date of such
          notice (the "Termination Date").

9.2       Upon termination by either Party of this Agreement for reasons other
          than the other Party's Default, each Party's entire liability shall be
          as set forth in 9.7.

9.3       Upon termination by Buyer of this Agreement due to Seller's Default,
          Buyer may, at its option, return Defective Product to Seller for
          Seller's correction or replacement under Agreement warranty period
          terms and conditions enforceable at termination, or exercise any other
          rights as specifically provided in the provisions of the Agreement.
          Product or Spares required to be corrected or replaced shall be
          subject to the same inspection and acceptance provisions of this
          Agreement as Product or Spares originally delivered under any Order.

9.4       Upon [...* * *...] with respect to any Product or Spare, the parties
          hereby agree that [...* * *...]

9.5       Upon the occurrence of a termination event, failure of either party to
          submit it's termination claim in writing within [...* * *...] calendar
          days, unless extended by the other party in writing prior to the
          expiration of said period, shall constitute a waiver of such claim,
          and either party shall not be required to notify the other party or
          make any determination thereof. "Termination Claim" shall be defined
          as a claim by either party for outstanding or overpaid undisputed
          invoices and for [...* * *...]

9.6       No action, except those regarding claims by third parties, or claims
          with respect to patents, copyrights, trademarks or trade names or the
          unauthorized disclosure of Confidential Information, regardless of
          form, arising out of this Agreement may be brought by either party
          more than one (1) year after the cause of action has arisen.

9.7       EACH PARTY AGREES THAT WITH THE EXCEPTION OF [...* * *...], EACH
          PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES, DAMAGES OR
          EXPENSES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION,
          WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER
          OF [...* * *...]

10.0      FORCE MAJEURE

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

10.2      If, however, Seller's performance is delayed for reasons set forth
          above for a cumulative period of thirty (30) calendar days or more,
          Buyer, notwithstanding any other provision of this Agreement to the
          contrary, may terminate this Agreement upon written notice to Seller.
          In the event of such termination, Buyer's sole liability hereunder
          shall be for the payment to Seller of any balance due and owing for
          Product or Spares previously delivered by Seller and accepted by
          Buyer. In the event the parties do not terminate this Agreement and/or
          Order due to a Force Majeure, the time for performance or cure will be
          extended for a period equal to the duration of the Force Majeure.

11.0      NOTICES

          Any notice given under this Agreement shall be given in writing via
          the means described in this provision. Written notice shall be sent by
          registered mail or certified mail, postage prepaid, return receipt
          requested, or by any other overnight delivery service which delivers
          to the noticed destination, and provides proof of delivery to the
          sender. Any telex or facsimile notice must be followed within
          [...* * *...] business days by written notice. All notices shall be
          effective when first received at the addresses set out on the front
          page of the Agreement or such other addresses as may be notified to
          the other party pursuant to this provision.

12.0      INSURANCE

12.1      Without limiting any of the obligations or Liabilities to Seller,
          Seller shall maintain, at its own expense, as long as this


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          Agreement is in effect, insurance policies of the kind and limits
          listed below and with insurers with an A.M. Best's Rating of not less
          than A-:VII or its equivalent. Seller will be subject to the following
          insurance requirements:

12.1.1    WORKER'S COMPENSATION - If Seller's employees have access to Buyer's
          leased or owned premises in connection with the performance of this
          Agreement, Seller is required to maintain Workers Compensation
          Insurance as required by any applicable law or regulation and in
          accordance with the law of the nation, state, territory or province
          having jurisdiction over Seller's employees wherever work is to be
          performed under this Agreement. Where allowed by law, policy shall
          include waiver of subrogation in favor of HP Computer Corporation, its
          subsidiaries, officers, directors, employees, and affiliated
          companies;

12.1.2    EMPLOYER'S LIABILITY - If Seller's employees have access to Buyer's
          leased or owned premises in connection with the performance of this
          Agreement, Seller is required to maintain Employer's Liability
          Insurance in an amount keeping with the law of the nation, state,
          territory or province having jurisdiction over Seller's employees
          wherever work is to be performed under this Agreement or [...* * *...]
          whichever is greater. Where allowed by law, policy shall include
          waiver of subrogation in favor of HP Computer Corporation, its
          subsidiaries, officers, directors, employees, and affiliated
          companies;

12.1.3    COMMERCIAL GENERAL LIABILITY - Seller is required to maintain
          Commercial General Liability Insurance for Bodily Injury and Property
          Damage including Premises/Operations, Products/Completed Operations,
          Contractual Liability, Independent Contractor's Liability, Broad Form
          Property Damage, Personal/Advertising Injury with limits not less than
          [...* * *...] per occurrence and [...* * *...] General Aggregate.
          Where allowed by law, policy shall name HP Computer Corporation, its
          subsidiaries, offices, directors, employees and affiliated companies
          as Additional Insureds and shall not include a Care, Custody and
          Control Exclusion.

12.1.4    AUTOMOBILE LIABILITY If licensed vehicles are used in connection with
          the performance of this Agreement, and at all times when such vehicles
          are operated on the leased or owned premises of Buyer, Seller shall
          maintain Automobile Liability insurance for Bodily Injury and Property
          Damage in an amount in keeping with the laws of the nation, state,
          territory or province wherever work is to be performed under this
          Agreement or [...* * *...] whichever is greater. Policy must cover all
          automobiles, trucks, tractor-trailers, motorcycles or other automotive
          equipment, whether non-owned, owned, or hired by Seller, including the
          loading thereof. Where allowed by law, policy shall name HP Computer
          Corporation, its subsidiaries, officers, directors, and employees as
          Additional Insureds;

12.1.5    FIDELITY/CRIME FOR EMPLOYEES' DISHONEST ACTS

               i.   If Seller's employees have unsupervised access to Buyer's
                    assets, either physically or electronically in connection
                    with the performance of this Agreement, Seller will maintain
                    Fidelity/Crime Insurance covering employee dishonesty for
                    Seller's employees involved in the performance of this
                    Agreement with limits not less than [...* * *...] and
                    including Liability to Others for Employee Theft or Forgery;
                    Policy shall name HP Computer Corporation as Loss Payee as
                    Buyer's interest may appear, giving the right to bring a
                    claim directly against Seller's insurance company for loss
                    of Buyer's property. Seller's policy shall NOT include a
                    Conviction Requirement Clause.

               ii.  If Seller's employees have supervised access to Buyer's
                    assets, either physically or electronically in connection
                    with the performance of this Agreement, Seller will maintain
                    Fidelity/Crime Insurance covering employee dishonesty for
                    Seller's employees involved in the performance of this
                    Agreement with limits not less than [...* * *...] and
                    including Liability to Others for Employee Theft or Forgery;
                    Policy shall name HP Computer Corporation as Loss Payee as
                    Buyer's interest may appear, giving the right to bring a
                    claim directly against Seller's insurance company for loss
                    of Buyer's property. Seller's policy shall NOT include a
                    Conviction Requirement Clause.

               iii. If Seller's employees do NOT have access to Buyer's assets,
                    either physically or electronically, in connection with the
                    performance of this Agreement, the requirement for
                    Fidelity/Crime Insurance is waived.

               iv.  If Seller is an individual with no employees, the
                    requirement for Fidelity/Crime Insurance is waived.


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12.1.6    EXCESS LIABILITY: Seller is required to maintain Excess of Umbrella
          Liability Insurance with limits not less than [...* * *...] per
          occurrence and [...* * *...] in the aggregate. Policy shall follow
          form of underlying liability policies.

12.2      Seller's insurance shall be primary and any other valid and
          collectible insurance or self-insurance maintained by or in the name
          of the HP Computer Corporation, shall be excess of the Seller's
          insurance and shall not contribute to it.

12.3      It is Seller's responsibility to ensure that the insurance
          requirements listed above are in effect for the full term of this
          Agreement. Cancellation of coverage without Buyer's approval shall be
          considered a breach of contract. Seller shall give Buyer thirty days
          (30) notice of Cancellation of coverage. In addition, all of Seller's
          outside vendors, contractors or subcontractors must retain adequate
          insurance as detailed above if performing work for Buyer on Seller's
          behalf. Seller is responsible to verify and maintain certificates of
          insurance from Seller's subcontractors.

12.4      Within ten (10) business days of execution of this Agreement, Seller
          shall provide to Buyer certificates of insurance evidencing full
          compliance with the insurance requirements contained herein. Such
          certificates shall be kept current throughout the entire term of this
          Agreement, and shall provide for at least thirty (30) calendar days
          advance notice to Buyer if coverage is to be canceled or materially
          altered so as not to comply with the foregoing insurance requirements.
          The original certificate of insurance should be mailed to Buyer's
          Contact identified in the Notice Section of this Agreement.

13.0      COMPLIANCE WITH LAWS

13.1      Seller's failure to comply with any of the requirements of this
          Section may result in a material breach of the Agreement.

13.2      All Services performed pursuant to the Agreement and any Orders shall
          comply with all applicable United States and or foreign laws and
          regulations per the Product Specification. Seller will not knowingly
          violate any foreign laws associated with Seller's business practices
          in those countries in which Seller directly operates on behalf of
          Buyer. Upon request, Seller agrees to certify compliance with any
          applicable law or regulations.

13.3      In so far as any of the Products supplied to Buyer are commercial
          products provided by a company doing business in the USA or in respect
          to Services performed in the USA then the following provisions and
          clauses of the Federal Acquisition Regulation (FAR), 48 CFR Chapter 1,
          are hereby incorporated by reference, with the same force and effect
          as if they were given in full text and are hereby made binding upon
          the subcontractor or vendor. Where the clauses or provisions say
          "Contractor", substitute "subcontractor or vendor."

          (1)  Nonexempt Subcontracts and Purchase Orders for $10,000 or more,
               or which is expected to amount to $10,000 or more: 52.222-36
               Affirmative Action for Workers with Disabilities (JUN 1998)

          (2)  Nonexempt Subcontracts and Purchase Orders over $10,000 or
               subcontracts and Purchase Orders the aggregate value of which in
               any twelve month period exceeds or can be expected to exceed
               $10,000: 52.222-26 Equal Opportunity (FEB 1999).

          (3)  Nonexempt Subcontracts and Purchase Orders for $10,000 or more,
               or which is expected to amount to $10,000 or more: 52.222-35
               Affirmative Action for Disabled Veterans and Veterans for the
               Vietnam Era (APR 1998)

13.4      The provisions of any applicable State "Right-To-Know" laws and
          regulations are made a part of this Agreement. A copy of the
          applicable Product or Spares Safety Data Sheets as required under such
          laws and regulations shall be provided by Seller upon delivery of
          Product or Spares and updated as necessary.

13.5      This Agreement is subject to all applicable United States laws and
          regulations relating to exports and to all administrative acts of the
          U.S. Government pursuant to such laws and regulations. Without
          restricting the generality of the foregoing, Seller agrees to ensure
          that any Product and/or Spares supplied to Buyer meets all U.S.
          Government Export Licensing requirements, including Denied Parties
          List (DPL) screening, identification of any non-U.S. Nationals from
          Restricted, Special Licensing or Embargoed countries, compliance with
          applicable U.S. Department of


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          Commerce Export Regulations and U.S. Department of State International
          Traffic in Arms Regulations (ITAR).

13.6      Seller agrees to comply with the United Stated Federal requirements
          contained at Title 40, Code of Federal Regulations Part 82 -
          "Protection of Stratospheric Ozone; Labeling". Moreover, Seller shall
          not knowingly supply to Buyer any product or part that contains or has
          been manufactured using a Class 1 ozone depleting substance, as that
          term is defined in the Regulations, unless Seller has provided prior
          written notice to Buyer.

13.7      In accordance with and subject to the laws and regulations of the
          United States, Seller shall not export, re-export or otherwise
          disclose, directly or indirectly, Technical Data or the direct product
          of such Technical Data received from Buyer without Buyer's prior
          knowledge and written consent. Buyer shall not export, re-export or
          otherwise disclose, directly or indirectly, Technical Data or the
          direct product of such Technical Data received from Seller without
          Sellers prior knowledge and written consent.

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

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

13.10     Child Labor - Buyer expects its suppliers to refrain from using child
          labor. Workers can be no less than 14 years of age and not younger
          than the compulsory age to be in school. Buyer supports the
          development of legitimate workplace apprenticeship programs for the
          educational benefit of young people.

13.11     Social and Environmental Responsibility. Seller warrants that in all
          countries in which Seller and, to Seller's knowledge, information and
          belief, Seller's authorized Subcontractors do business, its and their
          operations comply with all applicable laws and regulations governing
          protection of the environment, employee health and safety, and labor
          and employment practices, including but not limited to, laws and
          regulations relating to working hours, working conditions, wages,
          benefits, child labor, forced labor, freedom of association and equal
          employment opportunity. Seller agrees to sign the HP Supplier Social
          and Environmental Responsibility Agreement and comply with HP's
          Supplier Code of Conduct [...* * *...], including establishment of
          management systems as described therein.

14.0      GRATUITIES

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

15.0      CONFIDENTIAL INFORMATION

15.1      The parties acknowledge that they have entered into a binding
          Confidentiality and Nondisclosure Agreement ("CDA"), attached hereto
          as Exhibit K, and hereby agree to abide by the terms of such CDA and
          any renewal thereto. All provisions of such CDA are incorporated by
          reference, and shall govern all disclosures of Confidential
          Information made under the Agreement. Not withstanding the terms of
          the CDA, the parties agree neither party will disclose Confidential
          Information to competitors of the other party. The CDA supercedes any
          prior Confidentiality and Nondisclosure Agreements between the parties
          as to Confidential Information disclosed by the parties on or after
          the Effective Date of the CDA.

15.2      The parties acknowledge that the unauthorized disclosure of either
          party's confidential information will cause irreparable harm.
          Accordingly, the parties agree that the injured party shall have the
          right to seek immediate injunctive relief enjoining such unauthorized
          disclosure.


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15.3      Parties agree the term of the CDA is controlled by the CDA separate of
          the term of the Agreement. The CDA is to be reviewed annually by the
          Parties for renewal with such mutually determined renewal not
          requiring amendment to this Agreement. In the event the CDA expires or
          is terminated prior to the termination or expiration of this
          Agreement, the parties agree that (a) all Confidential Information
          disclosed after expiration or termination of the CDA and prior to the
          termination or expiration of this Agreement shall be governed by
          Sections 4, 5, and 6 of Exhibit K, (b) the "Protection Period" for
          such Confidential Information shall be deemed to end on the earlier of
          the date [...* * *...] years after the disclosure of the applicable
          Confidential Information and the date [...* * *...] years after
          termination or expiration of this Agreement, and (c) such CDA terms
          shall survive termination or expiration of this Agreement for a period
          of [...* * *...] years.

16.0      TRADEMARKS AND LOGOS

          Subject to Buyer's Label Specification in Exhibit A and Purchase
          Specification Exhibit D, Seller is authorized to use Buyer's logo and
          trademark only to the extent necessary to meet the required
          specifications for the Product. No other rights with respect to
          Buyer's trademarks, trade names or brand names are conferred, either
          expressly or by implication, upon Seller without prior written
          approval.

17.0      TRADE REQUIREMENTS

17.1      Seller's sites understand that this Agreement is subject to compliance
          with U.S. and other national export, import, customs and trade-related
          laws and regulations and that the sites are responsible for
          implementing procedures to ensure compliance with all guidelines
          outlined in each of HP Regional Trade Guidelines, (US Import/Export
          Guidelines for Alliance/OEM Partners (Exhibit I) Seller's sites
          acknowledge that they are knowledgeable about such laws, regulations,
          and HP requirements and agree to comply with same.

17.2      Each Seller's site is responsible for determining the appropriate
          country of origin ("CO") for the product(s) it manufactures/assembles
          for HP and for marking these products in accordance with the
          requirements set out in HP Trade's Regional Import/Export Guidelines
          for Alliance/OEM Partners (Exhibit I). Further, each site must
          cooperate fully with Buyer in supplying data to facilitate Buyer's
          origin reporting requirements and qualification for preferential
          origin programs such as NAFTA, IFTA, FMF, EXIM and the like including,
          but not limited to, all requested origin analysis, certificates of
          origin, manufacturer's affidavits, data (eg. EDI) transmissions, and
          special reporting.

17.3      The following Trade data elements must be printed on each and every
          commercial invoice and must be returned to Buyer via the standard
          electronic/EDI Shipping Confirmation signal:

               -    Country of Origin (line item level)

               -    HTS Classification (line item level)

               -    ECCN (line item level)

               -    License (line item level)

               -    Destination Control Statement

          Further, Seller must maintain, and reproduce upon demand, all
          documentation relating to the international transport of Products or
          Spares for a period of not less than six calendar years from the date
          of each shipment. All such record keeping system will comport with the
          legal requirements of the U.S. and other nations including, but not
          limited to, requirements set out in Parts 762 and 772, U.S. Department
          of Commerce, Export Administration Regulations and the U.S. Customs
          Record-Keeping Regulations, 19 C.F.R. 163. Alliance/OEM sites
          acknowledge that they are knowledgeable about these requirements and
          agree to comply with same.

          Seller will provide immediate notice to Buyer (via the site's
          appointed Buyer's representative) in the event of an action by U.S. or
          other national government customs/export authorities which relates
          specifically to goods or services provided to Buyer by the
          Alliance/OEM site.

          Each Seller's site will afford Buyer, and Buyer's duly appointed
          agents, reasonable access to the Alliance/OEM premises for Trade
          compliance audit purposes. The Alliance/OEM site further agrees to
          fully cooperate with Buyer in


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          this regard, to respond in a timely manner to Buyer's requests for
          production of Trade Control Records, and to comply with all remedial
          or corrective actions that Buyer may specify.

17.4      All Seller's sites must be capable of producing accurate and complete
          shipping documentation for each and every shipment. Sites are
          responsible for knowing and understanding shipping documentation
          standards applied in the normal course of international business and
          for knowing and understanding additional requirements outlined in HP
          Trade's Regional Import/Export Guidelines for Alliance/OEM Partners
          (Exhibit I). Seller's sites acknowledge that they are knowledgeable
          about such standards and Buyer requirements and agree to comply with
          same

17.5      Seller is responsible for knowing and understanding the terms of sale
          governing their contract(s) with Buyer. Each Seller's site is
          responsible for understanding the scope of its responsibilities under
          the applicable sales term(s), for ensuring that all of the site's
          employees and agents are likewise educated, and for implementing
          procedures to ensure that the site, the site's employees and the
          site's agents fulfill the Buyer's responsibilities under the
          applicable term(s). Seller's sites acknowledge that they are
          knowledgeable about these terms and agree to comply with same.

17.6      For each and every transaction where [...* * *...] It is the
          responsibility of [...* * *...] and agree to comply with same.

18.0      EXPORT CLASSIFICATION AND LICENSING AUTHORITY

18.1      [...* * *...] In any event, should Products deemed as "Hazardous
          Materials" be scheduled to be shipped by Seller to or on behalf of
          Buyer, Seller shall notify Buyer, in writing, in advance of such
          shipment and receive written authorization from Buyer to ship same
          before any such shipment is made.

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

19.0      QUALITY

19.1      Seller shall establish and maintain a quality system that meets or
          exceeds the requirements of the level of applicable ISO 9000 standards
          that is appropriate for Products and/or Spares being provided to
          Buyer.

          Seller shall meet any one or more of the following:

          -    a quality management system and manual compliant to the
               applicable ISO 9000 Quality Systems series of standards

          -    ISO 9000 certification

          -    A plan for the ISO 9000 certification and expected certification
               date, no longer than eight months from the contract date

          -    Successfully passed Buyer's Supplier Development Process (SDP)
               audits (Exhibit E)

          Additionally, Seller and Buyer shall negotiate and enter into a
          Quality Plan (Exhibit H) for the Products and/or Spares being provided
          to Buyer.

19.2      Seller shall ensure that all Product, Spares and/or Services conform
          to the Purchase Specifications (Exhibit D) The Purchase Specifications
          shall include any labeling requirements imposed by applicable law.

19.3      Upon reasonable notice, Buyer shall be entitled to visit and inspect
          Seller's facility sites during normal business hours and Seller shall
          cooperate to facilitate such visits. Seller authorizes and agrees to
          assist Buyer in the performance of reasonable sourcing inspection and
          quality assurance reviews, and/or quality certifications which may
          take place at Seller's manufacturing facilities and/or at the
          manufacturing facilities of Seller's subcontractors or authorized
          agents. Seller acknowledges that Buyer's inspections shall in no way
          relieve Seller of its obligation to


CPA# 1312-11502                 HP CONFIDENTIAL                          PAGE 15

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

          deliver conforming Product(s), Spares, and/or Services nor does it
          waive Buyer's right of inspection at the time of delivery or limit any
          warranty rights granted in Section 5.0 of the Agreement.

19.4      Seller shall establish and maintain a quality improvement plan that is
          acceptable to Buyer. Seller's initial Quality Plan is attached to this
          Agreement as Exhibit H, which can not be amended without Buyer's prior
          written consent.

19.5      At Buyer's request, Seller shall provide Buyer with relevant
          inspection, quality, and reliability data. Monthly reporting format
          and content in place at time of signing of Agreement will establish
          Buyers expected ongoing scope of relevant and commercially reasonable
          data throughout the term of the Agreement.

20.0      BUSINESS CONTINUITY

20.1      Seller hereby warrants that (i) it will use commercially reasonable
          efforts to implement a Business Continuity Plan within [...* * *...]
          months of contract signing, that is prudent and adequate for its
          business related to Products and Spares identified in this Agreement;
          and (ii) its Business Continuity Plan is approved and maintained as a
          working document in full anticipation of it being capable of being
          implemented in the event that an event should materialize that
          threatens Business Continuity; [...* * *...]

20.2      At Buyers option Seller shall [...* * *...]

20.2.1.   All information provided by either party shall be deemed confidential.
          All information provided by Buyer in the [...* * *...] are proprietary
          to Buyer and are created for Buyer's own use. The contents of such
          [...* * *...] IN NO EVENT SHALL [...* * *...] Seller must not disclose
          any Buyer proprietary materials to any third party without Buyer's
          prior approval.

20.2.2.   Buyer does not warrant or represent that [...* * *...] Buyer does not
          warrant or represent that [...* * *...]

20.2.3.   Buyer shall [...* * *...]

21.0      GENERAL

21.1      Any obligations and duties which by their nature extend beyond the
          expiration or earlier termination of this Agreement shall survive any
          such expiration or termination and remain in effect.

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

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

21.4      With respect to [...* * *...], the applicable party may [...* * *...]
          under this Agreement. [...* * *...]

21.5      Except to the extent that (i) the confidentiality provisions set forth
          in Section 15.0 conflict with confidentiality provisions set forth in
          any other confidentiality or non-disclosure agreement between the
          parties hereto, and (ii) the Effective Price and Part Numbers as
          identified in a Product Pricing Schedule (Exhibit F) is updated from
          time to time by mutual agreement of the parties, the existence of
          Exhibits attached herein this Agreement represents the entire
          agreement with respect to the subject matter hereof and supersedes all
          prior discussions and agreements between the parties relating to the
          subject matter hereof. This Agreement can be modified only by a
          written amendment duly signed by persons authorized to sign agreements
          on behalf of both parties, and shall not be supplemented or modified
          by any course of dealing or trade usage. Variance from or addition to
          the terms and conditions of this Agreement or any Order, or other
          written notification from Seller or Buyer will be of no effect.


CPA# 1312-11502                 HP CONFIDENTIAL                          PAGE 16

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

21.6      Seller, including its servants, agents and employees, is an
          independent contractor and not an agent or employee of Buyer. Without
          limiting the generality of the foregoing, Seller is not authorized to
          represent or make any commitments on behalf of Buyer, and Buyer
          expressly disclaims any liability therefore. Buyer including its
          Affiliates, servants and employees, is an independent contractor and
          not an agent or employee of Seller. Without limiting the generality of
          the foregoing, Buyer is not authorized to represent or make any
          commitments on behalf of Seller, and Seller expressly disclaims any
          liability therefore.

21.7      THE CONSTRUCTION, VALIDITY, AND PERFORMANCE OF THIS AGREEMENT AND ANY
          ORDER ISSUED UNDER IT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
          NEW YORK, USA. THE PARTIES HEREBY WAIVE APPLICATION OF THE U.N.
          CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

21.8      Buyer may assign this agreement, and any of its rights, interests or
          obligations under this agreement, in Buyer's sole discretion, to any
          direct or indirect wholly owned subsidiary of Buyer, any direct or
          indirect parent of Buyer or any other affiliate of Buyer. Subject to
          the preceding sentence, this agreement will be binding upon, inure to
          the benefit of and be enforceable by Buyer and its successors and
          assigns.

          Seller may assign this agreement, and any of its rights, interests or
          obligations under this agreement, in Seller's sole discretion, to any
          direct or indirect wholly owned subsidiary of Seller, any direct or
          indirect parent of Seller or any other affiliate of Seller. Subject to
          the preceding sentence, this agreement will be binding upon, inure to
          the benefit of and be enforceable by Seller and its successors and
          assigns.

21.9      EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT ALL
          OTHER WARRANTIES (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE)
          INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
          PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED IN THEIR ENTIRETY.

21.10     Upon the request of either party, the parties shall cooperate and use
          commercially reasonable efforts to implement as soon as practicable an
          electronic data interchange system to process the submission and
          acceptance of Orders, the payment of Product and such other matters as
          the parties may mutually agree upon having such terms and
          transmissions standards and formats as the parties may agree.

21.11     [...* * *...]

21.12     Except for either parties disclosure to its accountants and lawyers
          under confidentiality provisions neither party may publicize or
          disclose to any third party, without the prior written consent of the
          other party, the terms of this Agreement. No press releases regarding
          this Agreement or the relationship established thereunder may be made
          without the prior written consent of HP. Violation of this provision
          constitutes a material breach. If disclosure is related to U.S.
          Federal Securities laws, after other party has been notified of such
          requirement, approval of such disclosure will not be unreasonably
          withheld.

22.0      CHANGES

22.1      [...* * *...]

22.2      [...* * *...]

22.3      [...* * *...]

22.4      Lifetime Buy Rights. After the first year of shipment of a Product,
          Seller may discontinue the supply of such Product (each such Product,
          a "Discontinued Product") with no less than [...* * *...] months
          notice to Buyer. In the event Seller discontinues the supply of one of
          more Products, Seller will give notice to Buyer no less than
          [...* * *...] months in advance of the last date the Discontinued
          Product can be delivered (the "Discontinuance Date"). During
          [...* * *...] date after receipt of notice of discontinuance, Buyer
          may place Orders for any quantity of the


CPA# 1312-11502                 HP CONFIDENTIAL                          PAGE 17

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

          Discontinued Product for delivery prior to the Discontinuance Date. To
          the extent that such Orders exceed Buyer's previous forecast for such
          Discontinued Products, the Orders shall be non-cancelable upon
          acceptance by Seller. Seller shall accept only non-cancelable Orders
          after [...* * *...] All shipments must be completed prior to the
          Discontinuance Date.

22.5      [...* * *...]

23.0      DELIVERY

          Section 23 of the Agreement applies to Buyer's Orders of Product(s)
          and/or Spare(s) purchased with Orders not administered under a
          separate Optimized Delivery Model (ODM) (Exhibit G). Delivery
          performance of Buyer's Orders administered under a separate ODM
          Exhibit will be measured by the terms and conditions of the ODM
          Exhibit.

23.1      Seller shall deliver Product(s) and Spares to Buyer on the specified
          date ("On-dock Date") and to the specified location ("Delivery Site")
          set forth in the related Order. The failure of Seller to deliver
          Product on the date and at the place specified in the Order shall
          constitute a breach of the Agreement. Seller shall immediately notify
          Buyer, in writing, if Seller has knowledge of any event which is
          reasonably likely to delay any specified delivery date, place, or
          plan. On Time Delivery shall mean delivery of scheduled Product no
          more than two (2) business days early and zero (0) business days late.
          The failure of Seller to make On Time Delivery shall be considered a
          material breach of the Agreement.

23.2      If Seller delivers Product(s), Spares, and/or Services more than two
          (2) business days in advance of the On-dock Date, Buyer may, at its
          option, (i) return such Product(s) and/or Spares to Seller at Seller's
          risk and expense including, but not limited to, any transportation,
          import, or export related expenses or duties, (in which case Seller,
          at its expense, shall redeliver such Product(s) and/or Spares to Buyer
          on the correct On-dock Date); or (ii) retain such Product(s) and/or
          Spares and make payment on the date payment that would have been due
          based on the correct On-dock Date.

23.3      In the event that Product(s) or Spares scheduled for delivery is
          delivered more than one (1) Business Day later than the On-dock Date,
          Buyer may, at its discretion, require Seller to ship and deliver such
          Product(s) and/or Spares to Buyer or Buyer's Affiliates via a
          different mode of transportation at Seller's expense or pursue any
          other remedy available to Buyer, at law or in equity, consistent with
          the terms of this Agreement.

23.4      Changes to delivery dates outside of firm Delivery Schedule may only
          be made by Buyer's authorized purchasing representatives, as specified
          by Buyer. Buyer may, without cost or liability, issue Change Orders
          for Product(s) or Spares quantities and schedule dates. Seller shall
          send Buyer a written confirmation thereof within seven (7) Business
          Days of Seller's receipt of said Change Order and Buyer shall provide
          Seller with an Order confirming such change within seven (7) Business
          Days of receiving Seller's confirmation.

23.5      Buyer may measure Seller's On Time Delivery performance against
          Seller's delivery commitments for the purpose of establishing Seller's
          rate of improvement for On Time Delivery, Lead-Time, and cycle time
          against Buyer's requirements for the same. Lead-Times for all Products
          ordered hereunder shall not exceed that listed in the Product Pricing
          Schedule (Exhibit F) attached hereto. Seller shall provide Buyer with
          quarterly status reports on Seller's manufacturing cycle times.

23.6      [...* * *...] Seller agrees to work with Buyer to establish a mutually
          agreed upon logistics solution. Buyer may add, change or delete Hub
          providers with written notice to Seller and providing commercially
          reasonable lead time for implementation of change, such changes will
          not require formal amendment to Agreement or any Attachment or
          Exhibit.

24.0      PACKING, MARKING, AND SHIPPING INSTRUCTIONS

24.1      Seller shall prepare and pack all Product and Spares in a manner that
          is consistent with practices customary in the computer component
          industry, Buyer may request formal change to any packaging necessary
          to meet a designated carrier's requirements, or to conform with the
          laws and regulations of any applicable country (including, but not
          limited to, the United States of America) and any applicable
          subdivision thereof; Seller will not unreasonably withhold its
          approval of Buyer requested changes.


CPA# 1312-11502                 HP CONFIDENTIAL                          PAGE 18

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

24.2      Seller shall mark, or cause to be marked, each shipping container to
          adequately show Buyer's Order number, part number, revision level, lot
          number, Country of Origin and quantity contained therein. Seller shall
          include in each container a packing list showing the Order number.

25.0      PRODUCT FORECASTS

25.1      Buyer shall provide Seller on a [...* * *...] basis, with Buyer's
          intended production requirements forecasted for a rolling
          [...* * *...] period. Such forecasts are [...* * *...], and, except
          for [...* * *...], including but not limited to [...* * *...]

25.2      Seller agrees to review such forecasts, provided by Buyer, and advise
          Buyer if Seller anticipates Seller's inability to achieve the
          forecasted volumes. Buyer volume forecasts will be provided to Seller.
          Seller may from time to time request Buyer to review Buyer's intended
          purchase forecasts and advise Seller of any changes.

26.0      INSPECTION AND ACCEPTANCE

26.1.     Product(s), Spares, and/or Services purchased or to be purchased
          pursuant to this Agreement shall be subject to inspection and testing
          by Buyer [...* * *...] Unless otherwise specified in the Order, final
          inspection of Product(s), Spares, and/or Services by Buyer shall be at
          Buyer's facilities. Buyer reserves the right to reject Defective
          Product under warranty provisions.

26.2.     If Buyer returns a Defective Product covered under the Warranty
          section 5 of this Agreement to Seller for correction, or replacement,
          Seller shall repair or replace same within [...* * *...] Business Days
          of [...* * *...] Seller shall bear all risk and costs associated with
          replacing or repairing Defective Product. Buyer will [...* * *...],
          Seller will [...* * *...] Seller agrees to provide failure analysis of
          Defective Product within [...* * *...] Business Days after receipt
          thereof. Seller also agrees to provide Buyer with a written corrective
          action report addressing the steps that will be taken to eliminate the
          recurrence of the problem and will use commercially reasonable efforts
          to implement the actions addressed in such corrective action report.


CPA# 1312-11502                 HP CONFIDENTIAL                          PAGE 19

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

27.0      RIGHTS, TITLE AND INTEREST

27.1      Except as otherwise provided in an Exhibit to the Agreement, Buyer
          shall retain all rights, title, and interest to any and all Materials
          furnished to Seller under this Agreement including, but not limited
          to, the Buyer Owned Materials set forth in an Ownership of Materials
          Exhibit (Exhibit B). Buyer shall have sole ownership of any
          Buyer-generated or Buyer-specified intellectual property contained in
          any Custom Products.

27.2      Except as otherwise provided in an Exhibit to the Agreement, Seller
          shall retain all rights, title, and interest to any and all Materials
          furnished to Buyer under this Agreement including, but not limited to,
          the Seller Owned Materials set forth in an Ownership of Materials
          Exhibit (Exhibit B). Seller shall have sole ownership of all tools
          furnished, created, or used in performance of this Agreement, unless
          otherwise provided for in a Tooling Agreement.

28.0      COST IMPACT / OBSOLESCENCE CLAIMS

28.1      [...* * *...]

28.2      [...* * *...]

28.3      [...* * *...]

28.4      [...* * *...]


CPA# 1312-11502                 HP Confidential                          page 20

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

29.0      LIST OF EXHIBITS

               Exhibit A: HP BASIC LOOP SWITCH - LABEL SPECIFICATION
               Exhibit B: Ownership of Materials Exhibit
               Exhibit C: Listing of Affiliates
               Exhibit D: Purchase Specifications
               Exhibit E: Supplier Development Process
               Exhibit F: Product Pricing Schedule
               Exhibit G: Optimized Delivery Model (ODM)
               Exhibit H: Quality Plan
               Exhibit I: US Import/Export Guidelines for Alliance/OEM Partners
               Exhibit J: Service Requirements
               Exhibit K: Confidentiality Disclosure Agreement (CDA)

                              END OF GENERAL TERMS.


CPA# 1312-11502                 HP CONFIDENTIAL                          PAGE 21

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT A

                                BASIC LOOP SWITCH
                               LABEL SPECIFICATION

[...* * *...]

[8 pages omitted]


Exhibit A
CPA # 1312-11502                HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT B
                         OWNERSHIP OF MATERIALS EXHIBIT
         Supplier Materials, Buyer Materials, and Third-Party Materials

Effective as of the 24th day of June, 2002, this Exhibit shall form part of
Corporate Purchasing Agreement CPA# 1312-11502 (the "Agreement") between the
parties and shall designate ownership rights of the below-listed materials,
equipment, and/or the intellectual property rights contained therein. The
parties' rights to the following materials is set forth in Sections 2 and 27 of
the above-referenced Agreement.

[...* * *...]

[1 page omitted]


Exhibit B
CPA # 1312-11502                HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT C
                              LISTING OF AFFILIATES

1.0       Affiliates

          The list of affiliates will be updated as they become available.

          HP C/O UPS Logistics
          2220 Outer Loop Road
          Building 3
          Doors 241-244
          Louisville, Ky. 40219

          HP Computer International GMBH
          c/o TNT Network Logistics
          Bijsterhuizen 2207 - 2023
          6604 LH Wijchen
          The Netherlands


Exhibit C
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT D
                             PURCHASE SPECIFICATIONS

[...* * *...]

[24 pages omitted]


Exhibit D
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT E
                          SUPPLIER DEVELOPMENT PROCESS

[...* * *...]

[31 pages omitted]


Exhibit E
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT F
                            PRODUCT PRICING SCHEDULE

Buyer and Seller agree that the below-listed prices ("Effective Price") and part
numbers ("Products") form part of Corporate Purchase Agreement and shall replace
and supercede any former pricing schedules for the Products identified below.

[...* * *...]

[5 pages omitted]


Exhibit F
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT G

                     OPTIMIZED DELIVERY MODEL (FLEXIBILITY)
                            (MDR) Demand Pull Exhibit

This document is to be used as an Exhibit to the HP Corporate Purchase
Agreement.

PERIOD OF THE EXHIBIT

This Exhibit will become effective on Effective Date and the duration of the
Exhibit will be coterminous with the HP Corporate Purchase Agreement CPA#
1312-11502.

[...* * *...]

[4 pages omitted]


Exhibit G
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT H

                                 HP CORPORATION

                                       AND

                                VIXEL CORPORATION

                                  QUALITY PLAN

                          STORAGE INTERCONNECT PRODUCTS

[...* * *...]

[10 pages omitted]


Exhibit H
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT I

                          US IMPORT / EXPORT GUIDELINES
                                       FOR
                             ALLIANCE / OEM PARTNERS

[...* * *...]

[9 pages omitted]


Exhibit I
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT J

                              SERVICE REQUIREMENTS

This Service Requirements Exhibit ("Exhibit") is made part of Corporate
Purchasing Agreement, CPA# 1312-11502, between HP Computer Corporation (Buyer)
and Vixel Corporation (Seller) ("Agreement") and provides additional terms and
conditions for support Services and Spares to be provided to Buyer's services
organization. Terms used have the same definitions as in the Agreement. In the
case of conflict between the Agreement and this Exhibit, the terms of this
Exhibit will take precedence.

[...* * *...]

[2 pages omitted]


Exhibit J
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.
<PAGE>

                                    EXHIBIT K

                     CONFIDENTIAL DISCLOSURE AGREEMENT (CDA)

[...* * *...]

[1 page omitted]


Exhibit J
CPA# 1312-11502                 HP Confidential

  ***Certain information in this exhibit has been omitted and filed separately
 with the commission. Confidential treatment has been requested with respect to
                             the omitted portions.