MCDATA CORP, S-1/A, EX-10.11, 2000-08-03

MCDATA CORP
S-1/A, EX-10.11, 2000-08-03
COMMUNICATIONS EQUIPMENT, NEC

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EXHIBIT 10.11

MCDATA CORPORATION

RESALE AGREEMENT
AGREEMENT NO. 90-00-0109-07

"MCDATA"
McDATA Corporation
310 Interlocken Parkway
Broomfield, CO 80021-3464

"RESELLER"
International Business Machines Corporation
Poughkeepsie, NY 12601

This Master Resale Agreement ("Agreement") is entered into by and between McDATA
and Reseller, and commences on the date accepted and executed by McDATA
("Effective Date").

Each of the identified documents is incorporated by reference.

[X] Resale Agreement

[X] Exhibit A Products and Pricing

[X] Exhibit B Warranty and Post Warranty Services and Pricing
Figure B-1 Prices for Warranty, Enhanced Warranty,
Post Warranty Services
Figure B-2 McDATA Maintenance Agreement
Figure B-3 McDATA Product Exhibit

[X] Exhibit C Click-through Software License Agreement

[X] Exhibit D Shrinkwrap Software License Agreement

[X] Exhibit E McDATA Warranty and Disclaimer Statement

This Agreement and the applicable Exhibits identified above, are the complete
agreement between McDATA and Reseller with respect to the Products on Exhibit A
of this Agreement, and replace all prior oral or written representations or
agreements between the parties on the subject matter of this Agreement.

Executed and agreed to: Accepted and agreed to:

MCDATA CORPORATION (MCDATA) INTERNATIONAL BUSINESS MACHINES
CORPORATION (RESELLER)

By: /s/ Donald Beauchesne By: /s/ John F. McDonnell
-------------------------- ---------------------------
Name: Donald Beauchesne Name: John F. McDonnell

Title: Group Manager of Procurement Title: President and CEO

Date Signed: February 22, 2000 Date Signed: February 22, 2000

Effective Date: February 22, 2000

* Certain information in this agreement has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No 90-00-0109-07 - 02/22/00 IBM Corporation/McDATA Corporation
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MCDATA CORPORATION

RESALE AGREEMENT

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section Title Page
----
<S> <C> <C>
1 DEFINITIONS .................................................... 1

2 SCOPE .......................................................... 1

3 APPOINTMENT .................................................... 1
3.1 Products ................................................. 1
3.2 End User Services ........................................ 2
3.3 Reseller Services ........................................ 2

4 RELATIONSHIP OF PARTIES ........................................ 3
4.1 Independent Contractor ................................... 3

5 TERM ........................................................... 3

6 RESALE AUTHORIZATION............................................ 3

7 FORECASTS ...................................................... 3

8 SOLITATION OF ORDERS ........................................... 3

9 PRODUCT PRICING ................................................ 4
9.1 Prices ................................................... 4
9.2 Review and Price Changes ................................. 4
9.3 Most Favored Nations Benefits ............................ 4

10 RESELLER'S PURCHASE ORDER ...................................... 4
10.1 Issuance of Purchase Order ............................... 4
10.2 Acceptance of Reseller's Purchase Order .................. 5
10.3 Shipment Date ............................................ 5
10.4 Order Rescheduling ....................................... 5
10.5 Order Cancellation ....................................... 5
10.6 Ship and Uninstall Procedure ............................. 5
10.7 Payment Terms ............................................ 5
10.8 Payment Terms for Beta Products .......................... 6
10.9 Taxes .................................................... 6
10.10 Shipment/Delivery ........................................ 6
10.11 Title and Risk of Loss ................................... 6
10.12 Acceptance of Products ................................... 6
</TABLE>

Resale Agreement No 90-00-0109-07 - 02/22/00 IBM Corporation/McDATA Corporation
<PAGE> 3
<TABLE>
<S> <C> <C>
11 PRODUCTS ....................................................... 6
11.1 Identification of Products, Trade Name and Trademark
Rights.................................................... 6
11.2 Product Configuration Validation ......................... 7
11.3 Product Warranty, Enhanced Warranty, and Post Warranty
Services.................................................. 7
11.4 Engineering Changes ...................................... 8
11.5 Field Modifications ...................................... 8
11.6 Improvements ............................................. 8
11.7 Reseller Modifications ................................... 8
11.8 Product Discontinuance ................................... 8

12 SOFTWARE LICENSE AND RESTRICTIONS .............................. 8

13 INDEMNIFICATION ................................................ 9
13.1 McDATA Indemnification ................................... 9
13.2 Reseller Indemnification ................................. 10

14 CONFIDENTIALITY OF INFORMATION ................................. 10

15 LIMITATION OF LIABILITY ........................................ 10

16 TERMINATION .................................................... 10

17 GENERAL PROVISIONS.............................................. 11
17.1 Entire Agreement ......................................... 11
17.2 Waiver ................................................... 11
17.3 Contract Changes ......................................... 11
17.4 Governing Law ............................................ 11
17.5 Severability ............................................. 11
17.6 Compliance with Laws ..................................... 12
17.7 Notices .................................................. 12
17.8 Assignment ............................................... 12
17.9 Headings ................................................. 12
17.10 Force Majeure ............................................ 12
17.11 Records .................................................. 13
17.12 Gifts .................................................... 13
17.13 Press Release ............................................ 13
17.14 Publications and Marketing Materials ..................... 13
</TABLE>

EXHIBIT A PRODUCTS AND PRICING

EXHIBIT B WARRANTY AND POST WARRANTY/SERVICES AND PRICES

Figure B-1 Prices for Warranty, Enhanced Warranty and Post Warranty
Services

Figure B-2 McDATA Maintenance Agreement

Figure B-3 McDATA Product Exhibit

EXHIBIT C McDATA Click-through Software License

EXHIBIT D McDATA Shrinkwrap Software License

EXHIBIT E McDATA WARRANTY AND DISCLAIMER STATEMENT

Resale Agreement No 90-00-0109-07 - 02/22/00 IBM Corporation/McDATA Corporation
<PAGE> 4
MASTER RESALE AGREEMENT

McDATA and Reseller agree as follows:

1 DEFINITIONS

1.1 "RESELLER" means the buying entity executing this Agreement, and all
subsidiaries or affiliates thereof, which order Products for resale
to Channel Partners or End User Customers pursuant to the provisions
of this Agreement.

1.2 "CHANNEL PARTNER" means any business entity used by Reseller to
market and resell Products to End User Customers in accordance with
the terms of this Agreement.

1.3 "MCDATA AUTHORIZED RESELLING AGENT" means any business entity
authorized by McDATA to resell Products to End User Customers.

1.3 "END USER CUSTOMER" means any entity which (i) purchases
McDATA-manufactured Products from Reseller or Reseller's Channel
Partner; and/or (ii) licenses Software associated therewith from
McDATA; and/or (iii) receives End User Services from McDATA.

1.4 "SOFTWARE" means the computer software, in machine executable object
code format only, which is delivered by McDATA with the Product and
licensed to the End User Customer.

1.6 "PRODUCTS" means certain McDATA hardware, Software, related
features, conversions, and options, as further described in Exhibit
A of this Agreement (attached hereto and incorporated herein by
reference as may be amended from time to time) which Reseller is
authorized to resell and distribute.

1.7 "END USER SERVICES" means the collective reference to warranty and
post warranty (maintenance) services as set forth in Section 3.2
below, and as more fully described in Exhibit B (attached hereto and
incorporated herein by reference as may be amended from time to
time).

1.8 "RESELLER SERVICES" means the collective reference to (i)
educational services and professional services as set forth in
Section 3.3 below, which services may be provided by McDATA to
Reseller and Channel Partners.

1.9 "TERRITORY" means all countries on a worldwide basis.

2 SCOPE. This Agreement establishes the terms and conditions under which
Reseller will market and resell McDATA Products, End User Services and
Reseller Services.

3 APPOINTMENT. Subject to the terms and conditions of this Agreement, McDATA
hereby authorizes and appoints Reseller as a non-exclusive McDATA
Authorized Reselling Agent to resell the McDATA Products and End User
Services in the Territory.

3.1 PRODUCTS.

3.1.1 Reseller is authorized to use the Products internally and to
resell and sublicense the Products to End User Customers in
accordance with the terms and conditions of this Agreement.

3.1.2 Reseller is authorized to resell and sublicense the Products
to Channel Partners in

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 1
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accordance with the terms and conditions of this Agreement,
provided Reseller and such Channel Partner have entered into
written agreements with terms and conditions that
substantially conform to those contained in this Agreement.
Reseller will ensure that Channel Partner is contractually
obligated to perform in accordance with the appropriate terms
and conditions as set forth in this Agreement.

3.1.3 Reseller is authorized to accept purchase orders from End User
Customers and Channel Partners for Products, and to issue
purchase orders to McDATA for such Products. Such purchase
orders shall specify the information required in Section 10.1.

3.1.4 McDATA will ship Product, together with all appropriate
manuals and/or documentation, to the End User Customer, to the
address provided by Reseller on its purchase order.

3.1.5 At the time of shipment, McDATA will issue an invoice to
Reseller for such Products, and Reseller agrees to pay such
invoice in accordance with the terms and conditions herein.

3.1.6 Reseller will issue an invoice to its Channel Partner or End
User Customer, as applicable, for such Products. Reseller is
responsible for the collection of funds against such invoice.
McDATA bears no responsibility for such collection.

3.2 END USER SERVICES. McDATA will provide End User Services directly to
End User Customers.

3.2.1 Standard Warranty Services. McDATA will provide standard
warranty services to End User Customers in accordance with the
warranty provisions of Section 11.3 and Exhibit B herein.

3.2.2 Enhanced Warranty and Post Warranty Services. McDATA will
provide for fee enhanced warranty services and post warranty
maintenance services directly to End User Customer. Reseller
or Channel Partner will present End User Customer with a
description and price quote for such services. A description
of such services is provided in the appropriate Product
Exhibit (a sample of which is attached hereto as Figure B-3 of
Exhibit B, which product exhibit may be modified by McDATA
from time to time). At the same time, Reseller or Channel
Partner will present McDATA's Maintenance Agreement (a sample
of which is attached hereto as Figure B-2 of Exhibit B, which
agreement may be modified by McDATA from time to time) for
enhanced warranty and/or post warranty maintenance services to
End User Customer for execution by End User Customer. In the
event End User Customer wishes to avail itself of such
services, Reseller and/or its Channel Partner will direct that
End User Customer issues a purchase order for such enhanced
warranty or post warranty services directly to McDATA. Such
purchase order and an executed Maintenance Agreement must be
returned to McDATA before such services are performed by
McDATA. Reseller is not authorized to change or modify any of
the terms of such agreement. The Maintenance Agreement, once
signed by McDATA and the End User Customer, will be solely
between McDATA and the applicable End User Customer.

3.3 RESELLER SERVICES

3.3.1 Educational Services. McDATA will make certain educational
services ("McDATA Fibre Channel Educational Services")
available to Reseller and its Channel Partners. Reseller and
its Channel Partners may purchase or license such educational

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 2
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services from McDATA as mutually agreed to under a separate
agreement.

3.3.2 Professional Services. McDATA will make certain professional
services methodology and packaged educational courseware
("McDATA Fibre Channel Professional Services Products")
available to Reseller and its Channel Partners. Reseller and
its Channel Partners may license such professional services
and courseware from McDATA as mutually agreed to in a separate
agreement.

3.3.3 Marketing Services. McDATA will provide Reseller with all
reasonable assistance and technical sales support as may be
necessary to consummate the sale of Product in such situations
where Reseller presents McDATA with an End User Customer
opportunity,

4 RELATIONSHIP OF PARTIES.

4.1 INDEPENDENT CONTRACTOR. In all matters relating to this Agreement,
Reseller shall act as an independent contractor, and neither
Reseller nor its employees, agents or others associated with
Reseller in the performance of this Agreement are employees, agents
or representatives of McDATA, nor do they have authority to
represent themselves as such or in any capacity except as set forth
in this Agreement. Reseller will assume all liabilities and
obligations imposed by any law with respect to all persons employed
by or associated with the Reseller in performance of this Agreement.
Reseller assumes full responsibility for the actions of such
personnel while Reseller is performing services pursuant to this
Agreement. Nothing contained in this Agreement shall be construed as
granting to Reseller, or any employee, agent or associate of
Reseller, rights under any McDATA employee benefit plan. This
Agreement is non-exclusive. Neither of us is a legal representative
or legal agent of the other. Neither of us is legally a partner of
the other (for example, neither of us is responsible for the debts
incurred by the other).

5 TERM. The initial term of this Agreement commences on the Effective Date
and continues in effect for a period of five (5) years, unless sooner
terminated pursuant to the termination provisions in this Agreement.
Thereafter, this Agreement shall be automatically renewed for successive
one (1) year terms, unless the Agreement is cancelled by either Reseller
or McDATA by notifying the other party in writing of its intent to do so
at least sixty (60) days prior to the end of the initial term or any
renewal term.

6 RESALE AUTHORIZATION. Reseller is authorized to resell the Products both
directly and through Channel Partners in the Territory in accordance with
the terms of this Agreement.

7 FORECASTS. Within [*] after the Effective Date, Reseller will give McDATA
a non-binding forecast in writing of its projected purchases for resale of
Products to Channel Partners and End User Customers for the following [*];
quantities are to be identified by model and by month. On or before the
[*] of each [*] thereafter, Reseller will provide McDATA with an updated
forecast covering the projected purchases for the subsequent rolling [*]
period. Forecasts are Reseller's best effort projections of intended total
purchases and are not commitments to buy. Reseller has no expressed or
implied liability with regard to its forecasts.

8 SOLICITATION OF ORDERS. Reseller shall solicit orders from End User
Customers by lawful and proper means. In connection with performing these
duties, Reseller shall:

----------------------------------
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 3
<PAGE> 7
8.1 Establish and maintain a business relationship with End User
Customers, becoming knowledgeable of their requirements and
proposing to satisfy those requirements with Products, and, at
McDATA's reasonable and infrequent request, assist McDATA with
problem determination and resolution associated solely with
Reseller's End User Customers.

8.2 Be responsible for establishing and maintaining End User Customer
satisfaction with respect to all Reseller's activities under this
Agreement and to participate in customer satisfaction programs as
McDATA and IBM may mutually agree upon.

8.3 Implement this Agreement effectively by using catalogs, samples,
advertising literature, and sales aids which McDATA provides to
carry out this Agreement. Such catalogs, samples, advertising
literature, and sales aids shall be provided by McDATA at McDATA
expense and remain the property of McDATA and, upon termination or
expiration of this Agreement, any remaining such items shall be
returned to McDATA or disposed of;

8.4 Become and remain informed concerning all information, bulletins,
and price changes in connection with Products which may be issued by
McDATA to Reseller;

8.5 Participate in any sales training provided by McDATA for Reseller's
sales personnel at such locations, times and for such periods as are
mutually agreed; and

8.6 Reseller will not offer or make payments or gifts (monetary or
otherwise) to anyone for the purpose of illegally influencing
decisions in favor of McDATA, directly or indirectly.

9 PRODUCT PRICING

9.1 PRICES. Reseller shall purchase Products from McDATA at the prices
listed on the attached Exhibit A.

9.2 REVIEW AND PRICE CHANGES. Either party hereto may request at any
time a meeting to discuss changes in market conditions, product
cost, special bid pricing, or volume consideration, and the other
party agrees to meet as soon as practicable with the requesting
party to negotiate in good faith product price or quantity
adjustments.

9.3 MOST FAVORED NATIONS BENEFITS. McDATA warrants to Reseller that the
prices (less any applicable discounts) for the Products identified
in Exhibit A of this Agreement do not exceed those offered to any
other customer purchasing similar volumes of a similar products with
similar specifications, features and functions. McDATA further
warrants that it will offer to Reseller any and all rebates,
promotions, incentives or discounts which it offers to any of its
other resellers or McDATA end user customers purchasing similar
volumes of similar products with similar specifications, features
and functions. If during the term of this Agreement McDATA sells to
other customers such similar products for lower prices, or provides
rebates, promotions, incentives or discounts which are more
favorable than those provided to Reseller, McDATA will [*] offer
those lower prices, or rebates promotions, incentives, or discounts
to Reseller effective [*].

10 RESELLER'S PURCHASE ORDER.

10.1 ISSUANCE OF PURCHASE ORDER. Reseller shall, from time to time,
release purchase orders to McDATA for Products for End User
Customers. Such purchase orders shall be in writing and identify
model, features, quantities, prices; End User Customer name; End
User Customer's address to which McDATA will ship the Products; End
User Customer installation address if different from ship-to
address; End User Customer technical contact name, phone number; and
the level of warranty or post warranty service requested by End User
Customer. Such purchase orders are Reseller's commitments to buy the
Products specified on such purchase orders.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 4
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Reseller may transmit purchase orders by facsimile or other
electronic means. Orders are considered binding upon receipt by
McDATA of such facsimile or other electronic means, subject to
acceptance as set forth below.

10.2 ACCEPTANCE OF RESELLER'S PURCHASE ORDER. Purchase orders shall be
considered as accepted by McDATA unless McDATA provides Reseller
with written or verbal notice of any discrepancy or the reason for
rejection within [*] after receipt of such purchase order. Unless
Reseller is in material breach of this Agreement, McDATA shall be
obligated to accept Reseller's purchase orders if such purchase
orders materially conform to the terms of this Agreement. All such
purchase orders shall be governed by the terms and conditions of
this Agreement, and none of the terms or conditions of Reseller's
purchase order shall be applicable if they are in conflict with the
terms or conditions of this Agreement.

10.3 SHIPMENT DATE. Upon acceptance of a purchase order, McDATA will
provide Reseller with an estimated delivery date. McDATA will upon
Reseller's request ship/deliver Products within [*] after receipt of
Reseller's purchase order (ARO) for forecasted quantities of
Products. If Reseller requires quantities in excess of the forecast
or shipment lead times less than [*], McDATA will use its reasonable
commercial efforts to comply with such request.

10.4 ORDER RESCHEDULING. McDATA agrees to receive Reseller's purchase
change orders specifying changes in the configuration of any Product
at any time prior to [*] from the scheduled date of shipment, and
McDATA agrees to use its commercially reasonable efforts to accept
such change order. McDATA agrees to accept Reseller's purchase
change orders specifying changes in the ship to address for any
Product at any time prior to [*] from the scheduled date of
shipment, and provided all export documentation is available on a
timely basis, McDATA agrees to accommodate such change order. In the
event McDATA cannot satisfy any such change order without impacting
scheduled delivery, it will apprise Reseller of the possibility of a
delay and of the revised ship date within [*] of its receipt of such
Purchase Change Order such that Reseller can manage the situation
with its End User Customer.

10.5 ORDER CANCELLATION. Reseller may cancel purchase orders [*] prior to
shipment.

10.6 SHIP AND UNINSTALL PROCEDURE. Ship and Uninstall ("S&U") is hereby
defined as Product, features or options which have been shipped to
Reseller or Reseller's End User Customer which have not been removed
from its original shipping boxes nor installed at an End User
Customer's site, and which Reseller wishes to return to McDATA for
credit.

McDATA agrees to accept the return of any S&U units, features or
options which have been returned to Reseller as cancellations from
Reseller's End User Customers; provided, such S&U returns are
initiated within [*] of the original shipment date from McDATA for
domestic orders or within [*] of the original shipment date from
McDATA for international orders. For such S&U units, features or
options, McDATA will charge a base handling fee of [*] of the
original hardware purchase price, with a minimum fee of [*] and a
maximum of [*]. Any costs associated with damages to or
reconfiguration of the unit will be additive to this [*] fee.

10.7 PAYMENT TERMS. Payment is [*] from the date of a conforming invoice
for invoices generated by Electronic Data Interchange ("EDI") or [*]
from the date of conforming invoice for invoices submitted by means
other than EDI. All transactions shall be in U.S. dollars or

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 5
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as may be required by governmental requirements.

10.8 PAYMENT TERMS FOR BETA PRODUCTS. "Beta Program Products" means
Products provided to Reseller for early testing and evaluation by a
mutually agreed upon set of End User Customers. For those Beta
Program Products not returned to McDATA, at the end of the Beta
Program McDATA will invoice Reseller for such Beta Program Products.
Reseller will pay McDATA in accordance with the provisions of
Section 10.6.

10.9 TAXES. All prices for Products and Services provided under this
Agreement are exclusive of any taxes, duties or government levies
(including, but not limited to, value added, property, sales, use,
privilege, excise, or similar taxes) imposed by the United States,
and State, territory, or any other governmental entity. Reseller is
purchasing Product for resale. Reseller shall provide McDATA with a
resale or other appropriate exemption certificate in conjunction
with this Agreement. Reseller shall be liable for sales and use
taxes on purchases that are not subject to such exemption. In the
event that Reseller does not provide to McDATA a resale or other
appropriate exemption certificate, any such taxes or amounts in lieu
thereof that are charged to or payable by McDATA (exclusive of taxes
based on McDATA's net income) will be invoiced to and paid by
Reseller in the manner set forth in Section 10.6 of this Agreement.
Reseller is responsible for all taxes resulting from this Agreement
or any activities hereunder, excluding taxes based on McDATA's net
income. Further, Reseller is responsible for collecting from End
User Customers all applicable taxes, and remitting same to the
appropriate taxing authorities.

10.10 SHIPMENT. All shipments will be EXW McDATA's factory, and Reseller
is responsible for all shipping charges. Reseller will specify in
writing on its purchase order the location to which the Products are
to be shipped. As used in this Agreement, shipment and delivery are
synonymous. For purposes of this Agreement, shipment and delivery
occur upon delivery of Products by McDATA at McDATA's factory to the
common carrier specified by Reseller.

10.11 TITLE AND RISK OF LOSS. Title and risk of loss will pass to Reseller
upon shipment, except that title to the Software shall at all times
remain with McDATA.

10.12 ACCEPTANCE OF PRODUCTS. Reseller's acceptance of each Product shall
occur upon delivery unless McDATA is otherwise notified in writing,
by facsimile or other means of electronic transfer, by Reseller [*]
from delivery that such Product does not conform to specifications.
Payment for any Product by Reseller shall not constitute acceptance
nor reduce the [*] available for inspection and reporting of any
nonconformance. Such defective Product shall be repaired or replaced
(at McDATA's option and expense) pursuant to the terms of Exhibit E
attached hereto (as may be amended from time to time).

11 PRODUCTS. McDATA agrees to sell to Reseller the Products listed on Exhibit A
of this Agreement, at the prices specified on such Exhibit, and under the
terms specified in this Agreement. Subject to Section 11.8 below, McDATA
reserves the right to revise the list of Products in said Exhibit A at any
time during the term of this Agreement upon ninety (90) days notice to
Reseller. Additionally, McDATA reserves the right at any time to make changes
to any Products, including changes which are required to facilitate
performance in accordance with Product Specifications.

11.1 IDENTIFICATION OF PRODUCTS, TRADE NAME AND TRADEMARK RIGHTS

11.1.1 Identification of Products. Reseller acknowledges that the
Products to be sold by

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 6
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Reseller shall always be sold under trademarks and trade names
owned by or licensed to McDATA. Reseller agrees that it will
not remove, alter or obscure in any way any proprietary
markings on any Product at any time.

11.1.2 Trademark and Trade Name Rights. During the term of this
Agreement, McDATA grants permission to Reseller to use
McDATA's trade name and trademarks only as follows: (i) in
connection with the sale, lease, licensing, distribution,
advertisement or promotion of the Products in the Territory;
and (ii) to identify Reseller as a "McDATA Authorized Selling
Agent". Reseller shall use McDATA's trademarks in sales
literature and all other promotional materials, and in all
media advertisement, shall use McDATA's trade name solely to
reflect the source of such Products, and shall identify
trademarks and trade names as being the property of McDATA.

Prior to publication or commercial use, samples of Reseller's
use of McDATA's trademark and/or trade name in all printed
material shall be delivered to McDATA for review and approval.
McDATA reserves the right to discontinue use or to substitute
any McDATA trademark or trade name at any time. Immediately
upon written notice from McDATA of discontinued use, Reseller
shall immediately (or upon prompt liquidation of inventory)
stop using the trademark and/or trade name, and if so
instructed by McDATA, destroy or return to McDATA , at
McDATA's expense, any remaining goods, advertising and
packaging materials bearing such trademark and/or trade name.
In the event of substitution, Reseller shall immediately use
such new trademark and/or trade name, and stop using the
previous trademark and/or trade name, and if so instructed by
McDATA, destroy or return to McDATA, at McDATA's expense, any
remaining goods, advertising and packaging materials bearing
such previous trademark and/or trade name.

McDATA will, in its sole discretion, in its name and at its
expense, apply for certificates of use or registration of its
trademark(s), as applicable. Reseller acknowledges that all
right, title and interest in said trademarks and trade names
shall at all times vest in McDATA or McDATA's licensors, and
Reseller will not apply for or register trademarks and/or
trade names which are the same as or confusingly similar
thereto, except with McDATA's prior written consent.

No right is granted hereunder for either party to use the
trademarks of the other party, except as provided herein or as
specifically permitted in writing by such other party.

Reseller may allow its Channel Partners to use McDATA's trade
name and/or trademarks provided such Channel Partner has
agreed in writing to comply with the provisions of this
Section.

11.2 PRODUCT CONFIGURATION VALIDATION. The parties agree that McDATA will
test and measure systems level interoperability of Reseller's
product(s) with the Products in a Fibre Channel Storage Area Network
("SAN") environment. The parties agree to define a Fibre Channel SAN
system configuration ("SAN Configuration") and test plan, and
execute such test plan to validate the interoperability of such
products and Products within the defined SAN Configuration.

11.3 PRODUCT WARRANTY, ENHANCED WARRANTY, AND POST WARRANTY SERVICES.
McDATA will provide warranty, enhanced warranty, and post warranty
services for the Products directly to the End User Customer in
accordance with the terms set forth in Sections 3.2.1 and 3.2.2
herein, and in accordance with the processes, policies, procedures,
and prices outlined on

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 7
<PAGE> 11
Exhibit B. For warranty services, McDATA shall ensure that End User
Customer is provided a copy of the McDATA Warranty and Disclaimer
Statement (a sample of which is attached hereto as Exhibit E and
which may be modified by McDATA from time to time), together with an
appropriate McDATA Product Exhibit (a sample of which is attached
hereto as Figure B-3 and which may be modified by McDATA from time
to time.) For enhanced warranty and post warranty services, Reseller
shall present McDATA documents to End User Customer in accordance
with the terms set forth in Section 3.2.2 herein.

11.4 ENGINEERING CHANGES. McDATA reserves the right to make a change to
any Products at any time prior to shipment if (a) the change is
necessary to make the Products function in accordance with the
specifications current at the time of shipment of such Products
and/or meet the then-current requirements for operation as published
by any of the regulatory agencies listed in the specifications, or
(b) subject to Section 11.2, McDATA in good faith determines that
such change does not adversely affect End User Customer's use of the
Products. McDATA will communicate as expeditiously as possible any
changes that adversely affect End User Customer's use. All rights in
and to any Product design changes will be the exclusive property of
McDATA.

11.5 FIELD MODIFICATIONS. To the extent that McDATA determines that any
Product in the field requires modification as the result of an
engineering change, McDATA shall be responsible for such field
modification, whether such change is retrofitable in the field or
requires returning such Product to McDATA.

11.6 IMPROVEMENTS. If McDATA makes generally available to its resellers
and end user customers any new or improved Product which may include
new models of or options or features ("Improved Products"), McDATA
agrees to give Reseller the right to purchase and resell such
Improved Products pursuant to this Agreement and to have access to
such Improved Products including volumes, samples, timing and
technical support services at least equal to that provided to any
other party.

11.7 RESELLER MODIFICATION. Reseller represents that in no event shall
Reseller alter any Product in any way to modify the performance
characteristics of that Product without the prior written permission
of McDATA. The appropriate identification labels, regulatory agency
marks and verification of FCC Class A Compliance or the licensed
agency number are indicated on the Products at the time of shipment.
Reseller shall not modify any marks or labels affixed to the
Products by McDATA with those showing Reseller's name, or otherwise
modify or replace such marks or labels. McDATA hereby disclaims any
liability for the possession, use, resale, or operation of any
Products which, as a result of an alteration by Reseller or any
third party, affects its compliance with the applicable regulations
and/or requirements.

11.8 PRODUCT DISCONTINUANCE. McDATA reserves the right to discontinue
Products by notifying Reseller in writing at least ninety (90) days
prior to the discontinuance date. McDATA agrees to honor all
purchases orders received and accepted by McDATA prior to the date
specified on the discontinuance notice.

12 SOFTWARE LICENSE AND RESTRICTIONS.

12.1 Reseller understands that the Software is proprietary to and
copyrighted by McDATA or its suppliers. Reseller further understands
that Reseller and its Channel Partners and End User Customers are
acquiring only the right to use the Software, and that all
ownership, copyright, and other intellectual property rights vested
in this Software shall remain with McDATA or its suppliers.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 8
<PAGE> 12
12.2 McDATA grants to Reseller the non-exclusive, non-transferable
worldwide right and license to use the Software, in Object Code form
only, for support, marketing, sales and demonstration purposes and
for the training of its Channel Partners and End User Customers and
to use the Software with Product purchased by Reseller for internal
use.

12.3 Reseller agrees that it shall not attempt to modify, reverse
engineer, decompile, disassemble, decode or translate the Software.
Reseller further agrees that it shall not copy the Software except
for archival or back-up purposes, as may be necessary for use on or
with the Products.

12.4 McDATA shall ensure that each End User Customer is provided a copy
of the Software license that is between such End User Customer and
McDATA or its suppliers. Such Software license may be in the form of
a click-through and/or shrinkwrap license. A sample of McDATA's
click-through software license language is attached hereto as
Exhibit C and incorporated herein by reference. A sample of McDATA's
shrinkwrap software license is attached hereto as Exhibit D and
incorporated herein by reference.

12.5 Reseller may sublicense the foregoing right and license to its
Channel Partners, provided such Channel Partners are subject to the
foregoing restrictions and have executed a written agreement with
Reseller regarding same.

13 INDEMNIFICATION

13.1 MCDATA INDEMNIFICATION. McDATA agrees to indemnify, defend and hold
Reseller harmless from any and all damages, liabilities, costs and
expenses finally awarded against Reseller as a result of any third
party claim, judgment or adjudication against Reseller (a) which
claims that Products or Software infringe any patent, copyright,
trademark, trade secret, or other intellectual property right of any
third party in the United States, Canada, Mexico, Japan, Australia,
New Zealand, Singapore, Brazil, United Kingdom, Germany, France, and
other European Union member countries, or (b) for damage to property
and tangible personal property or bodily injury (including death)
caused by the Products or Software or McDATA's negligence or willful
misconduct. As a condition of McDATA's obligation described in this
Section 13.1, Reseller must promptly notify McDATA in writing of the
claim, and cooperate with and grant to McDATA the sole control of
the defense of any action and all negotiations for settlement and
compromise. McDATA shall not be obligated to indemnify Reseller for
any claim based upon (x) any alteration or modification made to the
Product or Software unless made pursuant to McDATA's instructions,
where such infringement, damage or injury would not have occurred
but for such modification or alteration, and (y) any improper
installation, storage, handling or use of the Products or Software
not conforming to McDATA's published specifications by Reseller or
its Channel Partners or End User Customers.

In order to realize the worldwide intent of this Agreement as
referenced in Section 6 above, and subject to Reseller's prior
written notification of no less than thirty (30) days of its intent
to sell Products or Software into additional countries not listed in
subsection (a) above, the parties shall mutually agree to extend the
above indemnification to such additional countries within thirty
(30) days of such request. McDATA's agreement to extend the above
indemnification of Reseller to such additional countries shall not
be unreasonably withheld.

In the event the Products or Software become, or in McDATA's opinion
are likely to become, the subject of an infringement, McDATA shall
have the right, at its option and expense, to (i) obtain the rights
to continued use of such Product or Software, (ii) modify the
Product or Software so that it is no longer infringing, or (iii)
replace the Product or Software with a

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 9
<PAGE> 13
solution that is functionally equivalent, or (iv) refund to Reseller
at the End User Customer's net book value for the Product.

The foregoing remedies are the sole remedies for infringement of any
intellectual property rights.

13.2 RESELLER INDEMNIFICATION. Reseller agrees to indemnify, defend and
hold McDATA harmless for claims (a) made against McDATA by third
parties for damage to real property and tangible personal property
or bodily injury (including death) arising out of Reseller's misuse
of the Products and/or Reseller's negligence or willful misconduct
and for which Reseller is legally liable, and (b) based upon
misrepresentation by Reseller in conducting its activities under
this Agreement.

14 CONFIDENTIALITY OF INFORMATION. McDATA and Reseller acknowledge that in
the course of purchasing Products and meeting their respective obligations
under this Agreement, each may be obliged to obtain information relating
to the Products and to each other which is of a confidential or
proprietary nature and which is marked as such ("McDATA Proprietary
Information" or "Reseller Proprietary Information" or equivalent). Such
Proprietary Information may include, but is not limited to, trade secrets,
know-how, inventions, techniques, processes, programs, schematics, data,
customer lists, financial information, and sales and marketing plans.
McDATA and Reseller agree that to the extent that exchanges of Proprietary
Information are necessary, any such exchange will be disclosed pursuant to
the terms and conditions of that certain Confidential Disclosure Agreement
No. 011898MCD dated March 31, 1998. Except as otherwise set forth herein,
all information exchanged under this Agreement will be deemed to be
non-confidential.

Either party may publicly disclose the existence of this Agreement
subject to prior review and approval by the other party; however,
neither party shall disclose the specific terms and conditions to
any third parties except by written agreement between McDATA and
Reseller dated subsequent to the Effective Date, or as required by
law or the order of a court of competent jurisdiction. This
restriction in no way limits McDATA's ability to use the general
form of this Agreement with other Resellers.

15 LIMITATION OF LIABILITY. EXCEPT FOR McDATA'S LIABILITY FOR INFRINGEMENT
UNDER SECTION 13.1 AND EXCEPT FOR BREACH BY EITHER PARTY OF SECTION 14, IN
NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
ANTICIPATED REVENUE OR LOSS RESULTING FROM BUSINESS DISRUPTION) ARISING IN
CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION FOR CONTRACT OR TORT
AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE AND FOR ACTUAL DIRECT DAMAGES IN EXCESS OF [*].

Neither party will bring any legal action against the other more
than one (1) year after the cause of action arose.

16 TERMINATION.

16.1 In addition to any other rights or remedies which may be available
at law or in equity, either party may terminate this Agreement upon
the occurrence of any one of the following:

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 10
<PAGE> 14
(i) If either party is in default of any material provision of
this Agreement and such default is not corrected within thirty
(30) days of receipt of written notice specifying the nature
and extent of the breach of the other party, this Agreement
may be terminated by the party not in default. If the default
is such that it cannot be reasonably cured within thirty (30)
days, then the defaulting party must commence cure within
thirty (30) days and proceed to cure with due diligence. The
written notice shall state the defaults and the effective date
of termination if the defaults are not cured.

(ii) In the event of proceedings in bankruptcy or insolvency
invoked by or against either party, or in the event of the
appointment of an assignee for the benefit of creditors or a
receiver, the other party may elect to immediately terminate
the Agreement by providing written notice of its election to
terminate.

16.2 Termination of this Agreement shall not relieve either party of the
obligations incurred under this Agreement pursuant to Sections
3.2.1, 10.7, 10.8, 11.1, 11.3, 12.3, 12.5, 13, 14, 17.4, 17.6, 17.8
and Exhibit B, which Sections shall survive such termination. In
addition, any other obligations under this Agreement which by their
nature extend beyond the expiration date or other termination of
this Agreement shall survive and remain in effect until all such
obligations are satisfied.

16.3 Upon termination of this Agreement by McDATA or by Reseller, each
party shall return all of the other's tangible confidential
information, prototypes and loaned equipment provided in connection
with this Agreement, except as set forth in Section 14, within sixty
(60) calendar days. The provisions of the confidentiality agreement
shall survive termination of this Agreement.

17 GENERAL PROVISIONS

17.1 ENTIRE AGREEMENT. This Agreement, together with the documents and
other agreements referenced herein are the final, complete, and
exclusive agreement between Reseller and McDATA with respect to the
subject matter herein. This Agreement takes precedence over any
additional or different terms from whatever source, including those
of Reseller, to which objection is hereby made by McDATA.

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

17.3 CONTRACT CHANGES. Except as provided herein, this Agreement may not
be modified or amended except by an instrument in writing signed by
duly authorized representatives of both parties. The parties
acknowledge that from time to time McDATA and Reseller may wish to
implement changes to this Agreement.

17.4 GOVERNING LAW. This Agreement shall be governed by the substantive
laws of the State of New York. Any proceeding to enforce, or to
resolve disputes relating to, this Agreement shall be brought before
a court of competent jurisdiction in the State of New York,
including a federal District Court sitting within such State. In
such proceedings. neither party shall assert that a court lacks
jurisdiction over such party or the subject matter hereof. The
parties hereto expressly waive any right they might have to a jury
trial and agree that any proceeding under this Agreement shall be
tried by a judge without a jury. The United Nations Convention on
the International Sale of Goods (CISG), as provided for in Article 6
thereof, is specially excluded and shall not be applicable to any
transaction contemplated herein.

17.5 SEVERABILITY. If any part of this Agreement is found to be invalid
by any court, the remainder

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 11
<PAGE> 15
will remain in full force and effect.

17.6 COMPLIANCE WITH LAWS. The parties as well as Channel Partners shall
comply with all applicable laws, including, without limitation, the
import and export control laws of the United States of America, any
import and export control regulations of the United States, and any
applicable laws or regulations of those countries involved in
transactions concerning the exporting, importing and re-exporting of
Products purchased under application of these terms and conditions.
The parties as well as Channel Partners shall also comply with the
United States Foreign Corrupt Practices Act and shall indemnify
McDATA from and against any liabilities, damage, costs and expenses,
including reasonable attorneys' fees with respect to claims
resulting from violations of such act by a party and/or a Channel
Partner.

Reseller covenants to McDATA that it shall not export from the
United States or reexport from the country to which McDATA initially
exports any of the Software in any form, without the prior written
consent of McDATA and any agency of the United States government
where such consent is necessary.

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

To McDATA:
McDATA Corporation
310 Interlocken Parkway
Broomfield, Colorado 80021-3464
Attn.: Vice President of Sales
Facsimile # (303) 460-3235

To Reseller:
International Business Machines Corporation
2455 South Road
Poughkeepsie, NY 12601-5400
Attn: Manager OEM Products
Facsimile # (914) 433-9617

17.8 ASSIGNMENT. Neither Reseller nor McDATA shall assign this Agreement
or any rights hereunder without the prior written consent of the
other party, which consent shall not be unreasonably withheld.

17.9 HEADINGS. The headings provided in this Agreement are for
convenience only and shall not be used in interpreting or construing
this Agreement.

17.10 FORCE MAJEURE. Neither party shall be responsible for any failure to
perform or delay in performing any of its obligations due to causes
beyond the reasonable control of the party, including but not
limited to acts of God, war, riot, embargoes, acts of civil or
military authorities, fire, floods, accidents, strikes, or shortages
of transportation, facilities, fuel, energy, labor, or materials. In
the event of such delay, either party may defer the performance for
a period equal to the time of such delay, provided however if such
period to time exceeds one (1) month Reseller may without penalty
cancel or reschedule any or all unfilled purchase orders and if such
period exceeds three (3) months either party may terminate this
Agreement.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 12
<PAGE> 16
17.11 RECORDS.

17.11.1 During the term of this Agreement and for a period of two
(2) years after termination or expiration of this Agreement,
Reseller shall maintain a full and complete record of all
Reseller's shipments of Software to Channel Partners and End
User Customers. During such time, but no more often than
once per year, McDATA retains limited rights to audit such
records. Such audit shall be conducted by an independent
third party at McDATA's expense and is subject to reasonable
notice by McDATA and shall take place during Reseller's
normal business hours.

17.11.2 During the term of this Agreement and for a period of two
(2) years after termination or expiration of this Agreement,
Reseller retains limited rights to audit McDATA's relevant
business records for McDATA's compliance with Section 9.3
and Section 2.5 of Exhibit B of this Agreement. Such audit
shall be conducted by an independent third party at
Reseller's expense and is subject to reasonable notice by
Reseller and shall take place during McDATA's normal
business hours.

17.12 GIFTS. Neither party shall knowingly offer or give employees or
members of their families of the other party gifts or gratuities of
any type.

17.13 PRESS RELEASE. Following execution of this Agreement, each party may
issue a press release announcing that Reseller is a reseller of the
Products. The parties shall to agree upon the text of said press
releases prior to such announcement, and such agreement shall not be
unreasonably withheld. Failure to reach such agreement shall not be
grounds for termination of this Agreement.

17.14 PUBLICATIONS AND MARKETING MATERIALS.

17.14.1 Publications. English language soft copies of each
applicable technical End User Customer manual will be
available to Reseller at no charge.

17.14.2 Marketing Materials. McDATA will make available to Reseller
soft copies of marketing literature for the Products,
subject to retention of all copyright notices and/or
confidentiality legends.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 13

<PAGE> 17
EXHIBIT A
PRODUCTS AND PRICING

<TABLE>
<CAPTION>
FEATURE DESCRIPTION REFERENCE RESELLER DISCOUNT
NET PRICING FROM
REFLECTING REFERENCE
APPROPRIATE
DISCOUNT
<S> <C> <C> <C> <C>
ED-5000 Base Assembly [*] [*] [*]

5010 G_Port Short-Wave (1 x 9)* [*] [*] [*]
5011 G_Port Long-Wave (1 x 9)* [*] [*] [*]
5012 Combo Port Board [*] [*] [*]
5020 High-Availability Hardware
Pkg [*] [*] [*]
5021 High-Availability Power
Supply [*] [*] [*]
3755 EFC Server PC (Console) [*] [*] [*]
5030 Ethernet Hub [*] [*] [*]

3750 EFC Manager (Software)** [*] [*] [*]
3775 ED-5000 Product Manager** [*] [*] [*]
</TABLE>

** Release 2.0 Pricing

** ED-5000 Product Manager required for each ED-5000 installed

** ED-5000 Manager required for initial ED-5000 installed in a fabric and can
manage upto (32) ED-5000's directly connected via E port

Sample Configurations

<TABLE>
<CAPTION>
Non-HA 1 Power Supply, 2 Fans, 1 CTP, 1 MPC, 1 CMM, EFC S/W, EFC Server PC, PM,Hub
------
<S> <C> <C> <C>
8 Ports [*] [*] [*]
16 Ports [*] [*] [*]
32 Ports [*] [*] [*]
</TABLE>

HA with EFC Manager and Console

<TABLE>
<CAPTION>
2 Power Supplies, 2 Fans, 2 CTP, 2 MPC, 2 CMM, EFC S/W, EFC Server PC, PM,Hub
<S> <C> <C> <C>
8 Ports [*] [*] [*]
16 Ports [*] [*] [*]
32 Ports [*] [*] [*]
</TABLE>

HA without EFC Manager and Console

<TABLE>
<CAPTION>
2 Power Supplies, 2 Fans, 2 CTP, 2 MPC, 2 CMM, EFC S/W, EFC Server PC, PM,Hub
<S> <C> <C> <C>
8 Ports [*] [*] [*]
16 Ports [*] [*] [*]
32 Ports [*] [*] [*]
</TABLE>

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions. Asterisks within brackets denote omissions.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 14
<PAGE> 18
EXHIBIT B

WARRANTY AND POST WARRANTY
SERVICES AND PRICES

NOTE: McDATA reserves the right to modify this Exhibit from time to time, to
delete Services, or to include additional Services which it will make available
to End User Customers.

1 WARRANTY

McDATA warrants the Products to the End User Customer in accordance with the
McDATA Warranty and Disclaimer Statement (Exhibit E, attached hereto and
incorporated herein by reference, as may be modified by McDATA from time to
time).

The warranty period for each Product is stated on a McDATA Product Exhibit for
such Product (see copy attached to this Exhibit as Figure B-3 as may be modified
by McDATA from time to time).

2 SERVICES

2.1 WARRANTY SERVICES

The warranty services available to the End User Customer for each
Product are outlined on a McDATA Product Exhibit for such Product
(see sample attached to this Exhibit as Figure B-3). Warranty
services include standard services for which there is no charge to
the End User Customer.

2.2 ENHANCED WARRANTY SERVICES

The enhanced warranty services available to the End User Customer
for each Product are outlined on a McDATA Product Exhibit for such
Product (see sample attached to this Exhibit as Figure B-3) at the
prices stated on Figure B-1 of this Exhibit. An End User Customer
must execute a McDATA Maintenance Agreement (Figure B-2, attached
hereto and incorporated herein by reference, as may be amended from
time to time) to receive such enhanced warranty services.

2.3 POST WARRANTY SERVICES

The post warranty services available to the End User Customer for
each Product are outlined on a McDATA Product Exhibit for such
Product (see sample attached to this Exhibit as Figure B-3) at
prices stated on Figure B-1 of this Exhibit. An End User Customer
must execute a McDATA Maintenance Agreement (Figure B-2, attached
hereto and incorporated herein by reference, as may be amended from
time to time) to receive such post warranty services.

2.4 INSTALLATION

Reseller will install Products at its expense.

2.5 INCENTIVE

If at the time the End User Customer purchases Products from
Reseller it purchases a three year, 24x7 upgrade contract from
McDATA, and McDATA invoices such End User Customer for the three
year, 24x7 upgrade contract, McDATA will pay Reseller an [*]
commission on

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 15
<PAGE> 19
the value of such invoice. Such commission will be paid to Reseller
biannually for the periods ending June 30th and December 31st. On or
before the 15th day of each month, McDATA will issue a report to
Reseller stating the value of the total of such three year contracts
invoiced by McDATA in the previous month. On or before the 15th day
of July and January, McDATA will issue a check to Reseller in the
amount of the earned commission for the previous period.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 16
<PAGE> 20
FIGURE B-1

<TABLE>
<CAPTION>
PRICES FOR WARRANTY, ENHANCED WARRANTY AND POST WARRANTY SERVICES

-------------------------------------------------------------------------------------------------------------------------
FEATURE DESCRIPTION OF SERVICE SERVICE FEE FOR SERVICE FEE FOR EMEA SERVICE FEE FOR ASIA
NORTH AMERICA PACIFIC
-------------------------------------------------------------------------------------------------------------------------
CODE TOTAL MONTHLY TOTAL MONTHLY TOTAL MONTHLY
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

-------------------------------------------------------------------------------------------------------------------------
N/A 8x5 Next Business Day Warranty
-------------------------------------------------------------------------------------------------------------------------
Unit 13 [*] [*] [*]
months
-------------------------------------------------------------------------------------------------------------------------
EFC Manager, 3 months [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
Product Manager, 3 Months [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
FC-5310 8x5 Next Business Day 2nd Year
-------------------------------------------------------------------------------------------------------------------------
Unit [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
EFC Manager [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
Product Manager [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
FC-5311 24x7 Enhanced Warranty Upgrade 1st Year
-------------------------------------------------------------------------------------------------------------------------
Unit [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
EFC Manager [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
Product Manager [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
FC-5312 24x7 2nd year
-------------------------------------------------------------------------------------------------------------------------
Unit [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
EFC Manager [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
Product Manager [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
[*] [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
FC-5313 24x7 Upgrade, 3 year contract (1 year
enhanced warranty upgrade, 2 years post warranty) *
-------------------------------------------------------------------------------------------------------------------------
Unit [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
EFC Manager [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
Product Manager [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
[*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
Discount [*]% [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
Install [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------
Total [*] [*] [*] [*] [*] [*]
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
* NOTE: End User Customer receives [*] discount for prepaying a three year contract.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 17
<PAGE> 21
FIGURE B-2

MCDATA MAINTENANCE AGREEMENT

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 18
<PAGE> 22
[McDATA LOGO]
MAINTENANCE AGREEMENT FC-5313

Thank you for doing business with McDATA Corporation. We strive to provide you
with services of the highest quality. If, at any time, you have any questions or
problems, or are not completely satisfied, please let us know. Our goal is to do
our best for you.

This McDATA Maintenance Agreement (called the "Maintenance Agreement") covers
all business transactions you may do with us to acquire Services. This
Maintenance Agreement is the complete agreement regarding these transactions,
and replaces any oral or written communications between us. By signing below for
our respective companies, both of us agree to the terms of this Maintenance
Agreement.

BILL-TO LOCATION

Customer Name:____________________________________
Address:__________________________________________
Address:__________________________________________
Attention:________________________________________
Phone:_________________________ FAX:_____________

INSTALLATION LOCATION

Customer Name:____________________________________
Address:__________________________________________
Address:__________________________________________
Technical Contact:________________________________
Phone:__________________ FAX: ___________________
Cell #__________________ Pager __________________

PRODUCT SCHEDULE FOR SERVICES

<TABLE>
<CAPTION>
FEATURE CODE PRODUCT SERVICE LEVEL ANNUAL SERVICE
FEE
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FC-5313 ED-5000 Director 3 year 24x7 Upgrade * $ [*]
EFC Manager 3 year 24x7 Upgrade * $ [*]
Product Manager 3 year 24x7 Upgrade * $ [*]
----

Total - 3 year 24x7 contract (before [*]) $ [*]
[*] - $ [*]
----
TOTAL - 3 YEAR 24X7 CONTRACT $ [*]
</TABLE>

* Includes 1 year enhanced warranty upgrade and 2 years post warranty 24x7
service. You receive a [*] for prepaying three years.

DESCRIPTION OF SERVICES:

24X7: 24x7 on-site service is available within Principal Area of Maintenance
(PAM). If on-site service is required, the response time is 4 hours.

TELEPHONE SUPPORT AND UNIT MONITORING: 24x7 telephone support is available for
all levels of warranty/post warranty service. Call the McDATA Call Center at
1-800-752-4572. If you purchase the optional EFC Manager Server/Software and
Product Manager Software, and provide a dial-up phone line, McDATA will provide
24x7 unit monitoring (Call Home Monitoring).

HARDWARE UPGRADES: Upgrades to the Product hardware will be provided to the you
as required.

SOFTWARE UPGRADES: Mandatory Maintenance Release upgrades to the Software will
be distributed to you. Non-mandatory Maintenance Release upgrades to the
Software will be provided as required. Functional Release upgrades to the
Software will be made available for fee to you.

Out of scope on-site technical support maintenance service is available at an
hourly Time and Materials rate of [*], with a required 2-hour minimum.

DEFINITIONS:

PRINCIPAL AREA OF MAINTENANCE (PAM): An area situated within a specified radius
of the business center of a city in which a McDATA authorized service center is
located. The radius is approximately 50 miles.

NEXT BUSINESS DAY: Next Business Day service is available within the Principal
Area of Maintenance (PAM). If on-site service is required, McDATA will dispatch
a representative within 24 hours of your request, unless such dispatch would
fall on a weekend or McDATA holiday, in which case the representative will be
dispatched on the next McDATA business day. In response to a call placed during
normal business hours (8-5 your local time) a Customer Engineer (CE) will arrive
at your site before 5:00pm the next business day. Any call received after 5:00pm
local time will be handled as if received the next day.

MAIL-IN REPAIR: The Product must be returned to McDATA under the Return Material
Authorization (RMA) repair process. Contact the McDATA Call Center at
800-752-4572 for RMA instructions. The unit will be repaired or replaced within
10 days of receipt and returned to you.

MAINTENANCE RELEASE: Software "fixes" for known problems. Maintenance Releases
are available to you under warranty, extended warranty, or post warranty at no
additional charge.

FUNCTIONAL RELEASE: New releases to Software providing new features or
significantly enhanced operability. McDATA reserves the right to charge
additional

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 19
<PAGE> 23
fee(s) for such Functional Releases.

The parties hereby acknowledge that they have read and understand this
Maintenance Agreement, and agree to all terms and conditions stated herein.

MCDATA CORPORATION CUSTOMER:

Signed: ___________________________ Signed:_____________________________

Name:______________________________ Name:_______________________________

Title: ____________________________ Title:______________________________

Date:______________________________ Date:_______________________________

AFTER SIGNING, PLEASE RETURN A COPY OF THIS AGREEMENT ALONG WITH YOUR PO FOR
THE AMOUNT STATED ABOVE TO:
MCDATA CORPORATION, 310 INTERLOCKEN PARKWAY, BROOMFIELD, CO 80021-3464

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 20
<PAGE> 24
[McDATA LOGO]
MAINTENANCE TERMS AND CONDITIONS

1 DEFINITIONS:

1.1 SERVICES are either Enhanced Warranty Services or Post Warranty
Services that we provide to you for a fee. The descriptions of these
Services and the fees we charge for them are described on the first
page of this Agreement

1.2 ENHANCED WARRANTY SERVICES are services in addition to standard
warranty services, which we will provide to you for a fee during the
warranty period for the McDATA product(s) you have purchased.

1.3 POST WARRANTY SERVICES are services we will provide to you for a fee
after the expiration of the warranty period for the McDATA
product(s) you have purchased.

1.4 PRODUCT refers to hardware, software, and/or related features which
were manufactured or developed by McDATA (or its suppliers) and
which are subject to the Services described on the first page of
this Agreement.

1.5 TIME AND MATERIALS charges are fees charged by McDATA for
non-standard out of scope Services.

2 PAYMENT TERMS AND TAXES. Payment terms are net thirty (30) days after date
of invoice. You are responsible for paying any applicable sales taxes for
the Services.

3 SERVICES AND LIMITATIONS.

3.1 McDATA may repair the failed Product or component or replace it at
our discretion. Replacement parts may be new or refurbished. When
the type of Service requires that you deliver the failing Product to
McDATA, you agree to ship the Product suitably packaged (prepaid
unless we specify otherwise) to a location we designate. After we
have repaired or exchanged the Product, we will return it to you at
our expense unless we specify otherwise. We are responsible for loss
of, or damage to, your Product while it is in our possession or in
transit in those cases where we are responsible to the
transportation charges.

McDATA will install engineering changes which improve the
performance, reliability or safety of a Product ("Field Change
Orders" or "FCOs").

3.2 Services will not include repair or replacement of any Product

(a) which has been damaged by misuse, accident, modification,
unsuitable physical or operating environment, or improper
maintenance by you;

(b) which has been used in combination with other equipment or
software which are not recommended for use with such Product in
McDATA's written specifications;

(c) which has been moved, installed, deinstalled, altered or
repaired by anyone other than McDATA or McDATA's authorized
representative;

(d) on which the original identification marks have been removed; or
(e) fails because of a product for which we are not responsible.

If McDATA provides services which are covered by any of the
limitations described above, you agree to pay McDATA for such
services at our then-current Time and Materials rates.

4 YOUR OTHER RESPONSIBILITIES. You agree to:

(a) promptly notify McDATA of any material failure, malfunction or error
in the Products which you detect, and provide McDATA with a
description of the problem and the conditions under which it
occurred;

(b) allow McDATA support personnel access to your premises, resources,
equipment and personnel as we reasonably require to perform the
Services;

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 21
<PAGE> 25
(c) provide a dedicated analog modem phone line for remote diagnostics;

(d) properly care for the Products, as specified in the documentation
for the Products, including maintaining a proper site environment
(temperature, humidity, power, etc.);

(e) ensure that all of your Product software and data files used in
connection with the Products are routinely archived and documented;

(f) if, during the contract term(s), you wish to relocate Product(s)
from the initial installation site to a new location, you agree to
notify McDATA in writing ninety (90) days prior to the relocation
date. Upon receipt of such notification, McDATA may, at its option,
prepare the Products for such relocation, and reinstall the Products
at McDATA's then-current rates.

5 WARRANTY FOR SERVICES. McDATA warrants that we will perform the Services
using reasonable care and skill. THIS WARRANTY AND THE APPLICABLE WARRANTY
ACCOMPANYING THE PRODUCT ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL
OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

6 LIMITATION OF LIABILITY

6.1 Circumstances may arise where, because of a default on our part or
other liability, you are entitled to recover damages from us. In
each instance, regardless of the basis on which you are entitled to
claim damages from us (including fundamental breach, negligence,
misrepresentation, or other contract or tort claim), we are liable
for no more than:

(a) damages for bodily injury (including death) and damage to real
property and tangible personal property; and

(b) the amount of any other actual direct damages up to the
greater of [*] or the annual fees paid by you for Services.

This limit also applies to any of our subcontractors. It is the
maximum for which we and our subcontractors are collectively
responsible.

6.2 ITEMS FOR WHICH WE ARE NOT LIABLE

Under no circumstances are we or our subcontractors liable for any of the
following:

(a) third party claims against you for damages (other than those
under Section 6.1 (a) above);

(b) loss of, or damage to, your records or data; or

(c) special, incidental, or indirect damages or for any economic
consequential damages (including lost profits or savings),
even if we are informed of their possibility.

* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. ASTERISKS WITHIN BRACKETS DENOTE OMISSIONS.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 22
<PAGE> 26
FIGURE B-3

MCDATA PRODUCT EXHIBIT
ED-5000 FIBRE CHANNEL DIRECTOR

This MCDATA PRODUCT EXHIBIT provides specific information regarding the
warranty, enhanced warranty and post warranty maintenance services available for
the ED-5000 Fibre Channel Director ordered by End User Customer and/or to be
maintained by McDATA.

WARRANTY

The warranty period for evaluations and purchases is thirteen (13) months from
the date of shipment from McDATA.

WARRANTY SERVICES:

NEXT BUSINESS DAY**: The standard warranty services available within the
Principal Area of Maintenance (PAM) * are on a Next Business Day** basis for
the ED-5000. If on-site service is required, the response time is 8:00 am to
5:00 pm Next Business Day**.

TELEPHONE SUPPORT AND UNIT MONITORING: 24x7 telephone support is available
for all levels of warranty service. Call the McDATA Call Center at
1-800-752-4572. If End User Customer purchases the optional EFC Manager
Server/Software and Product Manager Software, and provides a dial-up phone
line, McDATA will provide 24/7 unit monitoring (Call Home Monitoring)

HARDWARE UPGRADES: Upgrades to the Product hardware will be provided to the
End User Customer as required.

SOFTWARE UPGRADES: Mandatory Maintenance Release**** upgrades to the Software
will be distributed to End User Customer. Non-mandatory Maintenance
Release**** upgrades to the Software will be provided as required. Functional
Release***** upgrades to the Software will be made available for fee to End
User Customer.

ENHANCED WARRANTY SERVICES:

24X7: If on-site service is required, the response time is 4 hours. 24x7
warranty services are available in most major cities, within Principal Area
of Maintenance (PAM)*. Contact your McDATA Account Manager for warranty
upgrade charges. Mail-in Repair*** service is available for Product located
outside the PAM*.

TELEPHONE SUPPORT AND UNIT MONITORING: Services are the same as described
above for Warranty Services.

HARDWARE UPGRADES: Services are the same as described above for Warranty
Services.

SOFTWARE UPGRADES: Services are the same as described above for Warranty
Services.

POST WARRANTY SERVICES:

NEXT BUSINESS DAY**: Services are the same as described above for Warranty
Services.

24X7: Services are the same as described above for Enhanced Warranty
Services.

TELEPHONE SUPPORT AND UNIT MONITORING: Services are the same as described
above for Warranty Services.

HARDWARE UPGRADES: Services are the same as described above for Warranty
Services.

SOFTWARE UPGRADES: Services are the same as described above for Warranty
Services.

INSTALLATION:

Installation of the Products will be provided by IBM personnel. Installation
will consist of attaching End User Customer-supplied cabling to the Products,
configuring Product, attaching and testing the Call Home Monitoring feature,
and ensuring the Products are operating properly.

DEFINITIONS:

PRINCIPAL AREA OF MAINTENANCE (PAM): An area situated within a specified radius
of the business center of a city in which a McDATA-authorized service center is
located. The radius is approximately 50 miles.

NEXT BUSINESS DAY: If on-site support is deemed necessary by McDATA, McDATA
shall dispatch a representative within 24 hours of the Customer's request,
unless such dispatch would fall on a weekend or McDATA holiday, in which case
the representative will be dispatched on the next McDATA business day. In
response to a call placed during normal business hours (8-5 Customer local time)
a Customer Engineer (CE) will arrive at Customer site before 5:00pm the next
business day. Any call received after 5:00pm local time will be handled as if it
was received the next day.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 23
<PAGE> 27
MAINTENANCE RELEASE: Software "fixes" for known problems. Maintenance Releases
are available to End User Customer under warranty, enhanced warranty, or post
warranty at no additional charge.

FUNCTIONAL RELEASE: New releases to Software providing new features or
significantly enhanced operability. McDATA reserves the right to charge
additional fee(s) for such Functional Releases.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Figure B-3
02/22/00 24
<PAGE> 28
EXHIBIT C
MCDATA CLICK-THROUGH SOFTWARE LICENSE

LICENSE AGREEMENT

CUSTOMER LICENSE AGREEMENT AND CONDITIONS OF SOFTWARE ACCEPTANCE
IMPORTANT: This Agreement contains important information about this software and
its use. Read this Agreement before installing this software.

THIS IS A LEGAL AGREEMENT AND THE EXCLUSIVE AGREEMENT BETWEEN THE USER ("YOU")
AND McDATA CORPORATION ("McDATA"). IF YOU AGREE WITH THE TERMS OF THIS LICENSE,
CLICK THE "YES" BUTTON BELOW TO INSTALL THE SOFTWARE. IF YOU DO NOT AGREE WITH
THE TERMS OF THIS LICENSE, CLICK THE "NO" BUTTON BELOW TO QUIT THE INSTALLATION
OF THIS SOFTWARE, AND PROMPTLY RETURN THE CD-ROM AND ACCOMPANYING ITEMS
(INCLUDING WRITTEN MATERIALS AND CONTAINERS) TO McDATA. INSTALLATION OR USE OF
THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE.

LICENSE. This Software, including any corrections, modifications or
enhancements, is proprietary to, trade secret of, and copyrighted by McDATA or
its suppliers. You have the non-exclusive right to use the Software subject to
the terms and conditions set forth in the License Agreement. You may:

- install and use the Software on a single computer,

- make one (1) copy of the Software into any machine-readable format
solely for backup and archival purposes, provided that You include
all copyright notices and any proprietary legends on such copy, and

- physically transfer the Software from one computer to another,
provided that the Software is removed from the computer on which it
was installed and is used only on one (1) computer at a time,
subject to the restrictions set forth herein.

- transfer this License, together with the original and all back-up
copies of the Software and related documentation, only if: (a) you
give McDATA written notice of the transfer; and (b) the transferee
agrees to comply with the provisions of this License; and (c) you
destroy all copies of the Software and related documentation not
transferred by you to the transferee.

RESTRICTIONS ON USE AND TRANSFER. You agree that you will not copy, modify,
decompile, disassemble, or export the Software from the country where such
Software is furnished to you, or transfer the Software, or any copy,
modification, or merged portion of such program in whole or in part, except as
expressly provided for in this license.

TITLE. The original and any copies of the Software or accompanying
documentation, in whole or in part, including translations, compilations,
partial copies, modifications, and updates are the property of McDATA. You have
only the limited rights granted by this license, and shall not use the Software
except as expressly authorized herein. You are not an owner of any copy of the
Software, and therefore 17 U.S.C. section 117 does not apply. You must reproduce
and include the proprietary rights notices on any copy of the Software and
accompanying documentation.

TERMINATION. You may terminate Your license to the Software at any time by
destroying the Software and accompanying documentation together with all copies,
modifications and merged portions in any form. The license will also terminate
if You fail to comply with any term or condition of this Agreement. You agree
upon such termination to destroy the Software and accompanying documentation,
together with all copies, modifications and merged portions in any form.

LIMITED WARRANTY. McDATA warrants that this electronic media will perform
substantially in accordance with published specifications, under normal use, for
a period of 90 days after the date of delivery. If, during this 90-day period,
you discover a defect in the electronic media, you may return the defective
electronic media to McDATA and the electronic media will be replaced without
charge. Your sole remedy in the event of a defect in the electronic media is
limited to, at McDATA's option, the replacement, of the defective media as
provided above, or refund of the cost of the electronic media.

WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR
CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND THE IMPLIED WARRANTIES AND
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT ARE SPECIFICALLY DISCLAIMED WITH RESPECT TO THE SOFTWARE. THE
ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH YOU AND
SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT McDATA, RESELLER OR DEALER)
ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. McDATA
MAKES NO WARRANTIES AS TO THE ACCURACY OR

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Exhibit C -02/22/00

25
<PAGE> 29
COMPLETENESS OF USER DOCUMENTATION, OR THAT THE SOFTWARE IS ERROR FREE.

LIMITATION OF LIABILITY. EXCEPT FOR THE TERMS OF THE LIMITED WARRANTY PARAGRAPH
OF THIS LICENSE, McDATA MAKES NO ADDITIONAL WARRANTIES, EITHER EXPRESSED OR
IMPLIED. NEITHER McDATA NOR ANY THIRD PARTY ASSOCIATED WITH THE CREATION,
PRODUCTION, OR DELIVERY OF THIS SOFTWARE OR RELATED DOCUMENTATION SHALL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, LOST PROFITS, SPECIFIC, OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING FROM THE FURNISHING, PERFORMANCE, OR USE
OF THE LICENSED SOFTWARE OR RELATED DOCUMENTATION, EVEN IS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL
McDATA'S LIABILITY EXCEED THE RELEVANT PURCHASE PRICE PAID BY LICENSEE FOR THE
PRODUCT TO WHICH THIS LICENSE RELATES. SOME STATES DO NOT ALLOW THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. McDATA HAS NO LIABILITY TO YOU
UNDER THIS SECTION FOR ANY CLAIM BASED UPON YOUR USE, COMBINATION OR OPERATION
OF THE PRODUCT WITH ANY EQUIPMENT OR SOFTWARE NOT SUPPLIED BY McDATA, OR BASED
UPON ALTERATION OF EQUIPMENT OR MODIFICATION OF SOFTWARE BY YOU OR ANYONE OTHER
THAN A McDATA-AUTHORIZED SERVICE REPRESENTATIVE.

ACKNOWLEDGMENT. Your acceptance of this Software License Agreement acknowledges
that you have read this License Agreement and agree to its terms. Furthermore,
you agree this License Agreement is the complete and exclusive statement of the
agreement between us respecting the Software and related documentation, and it
supersedes any proposal or prior agreement - oral or written - and any other
communication between us relating to the subject matter of this License
Agreement. This License Agreement cannot be modified by any purchase order or
other document submitted by you.

YEAR 2000 COMPLIANCE. McDATA represents and warrants that the Software is Year
2000 ready. "Year 2000 ready" means that the Software when used in accordance
with its associated documentation, is capable of correctly processing,
providing, and/or receiving date data within and between the 20th and 21st
centuries, provided all other products (for example, software, hardware, and
firmware) used with the Software properly exchange accurate date data with it.

GENERAL. If any provision of this Agreement is held unenforceable, that
provision shall be enforced to the maximum extent permissible so as to give the
intent of the parties, and the remainder of this Agreement shall continue in
full force and effect. This Agreement is governed by the laws of the State of
Colorado, without reference to its conflict of law principles. You agree to
comply with all U.S. and foreign export control laws and regulations.

THE FOLLOWING TEXT IS APPLICABLE TO GOVERNMENT AGENCIES:

"RESTRICTED RIGHTS NOTICE. The Software or documentation on which this
notice is affixed or embedded was developed entirely at private expense by
the Contractors named below, and is deemed to be "commercial software" and
"commercial computer software documentation," respectively, pursuant to
DFAR Section 227.7202 and FAR 12.212(b) as applicable. Any use,
modification, reproduction, release, display or disclosure of the Software
and/or documentation by the U. S. Government or any of its agencies shall
be governed by the terms of this Agreement. It may not be used,
duplicated, or disclosed by the Government except as expressly permitted
by this Agreement and is subject to the restrictions set forth in FAR
Section 52.227-19 or 52.227-14 (ALT III) as applicable. Any technical data
provided that is not covered by the above provisions is deemed to be
"technical data-commercial items" pursuant to DFAR Sections 227-7015(a).
Any use, modification, reproduction, release, display or disclosure of
such technical data shall be governed by the terms of DFAR Section
227.7015(b) or as otherwise expressly provided by the Contractors. The
Contractors are McDATA Corporation, 310 Interlocken Parkway, Broomfield,
Colorado 80021-3464, and McDATA's suppliers."

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Exhibit C -02/22/00

26
<PAGE> 30
EXHIBIT D
MCDATA SHRINKWRAP SOFTWARE LICENSE

MCDATA CORPORATION

PLEASE READ BEFORE OPENING

IMPORTANT: THE PRODUCTS YOU HAVE PURCHASED CONTAIN SOFTWARE THAT IS PROPRIETARY
TO, TRADE SECRET OF, AND COPYRIGHTED BY MCDATA AND/OR ITS SUPPLIERS. MCDATA
CORPORATION ("MCDATA") LICENSES THE ENCLOSED SOFTWARE TO CUSTOMERS ONLY FOR
THEIR USE ON THE TERMS SET FORTH BELOW. OPENING AND KEEPING THIS PACKAGE
INDICATES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS
AND CONDITIONS, PARTICULARLY THE LIMITATIONS OF LIABILITY AND WARRANTY, DO NOT
USE THIS SOFTWARE AND IMMEDIATELY CONTACT YOUR SALES REPRESENTATIVE TO RETURN
THIS SOFTWARE AND ALL ACCOMPANYING DOCUMENTATION AND CONTAINERS.

1. LICENSE. You have a single-user, non-exclusive right to use the enclosed
Software resident in CD, diskette, tape, ROM, EPROM, or any other electronic
media format, on a single computer and subject to the terms and conditions set
forth in the License Agreement. You may install and use the Software on a single
computer, and make one (1) copy of the Software into any machine-readable format
solely for backup and archival purposes, provided that you include all copyright
notices and any proprietary legends on such copy. You may physically transfer
the Software from one computer to another, provided that the Software is removed
from the computer on which it was installed and is used only on one (1) computer
at a time, subject to the restrictions set forth herein. You may transfer this
License, together with the original and all back-up copies of the Software and
related documentation, only if: (a) you give McDATA written notice of the
transfer; and (b) the transferee agrees to comply with the provisions of this
License; and (c) you destroy all copies of the Software and related
documentation not transferred by you to the transferee.

2. RESTRICTIONS ON USE AND TRANSFER. You agree that you will not sell, copy,
modify, decompile, disassemble, or export the Software from the country where
such Software is furnished to you, or transfer or sublicense the Software, or
any copy, modification, or merged portion of such program in whole or in part,
except as expressly provided for in this License.

3. TITLE. The original and any copies of the Software or accompanying
documentation, in whole or in part, including translations, compilations,
partial copies, modifications, and updates are the sole and exclusive property
of McDATA and/or its suppliers. You have only the limited rights granted by this
License, and you shall not use the Software except as expressly authorized
herein. You are not an owner of any copy of the Software, and therefore 17
U.S.C. section 117 does not apply. You must reproduce and include the
proprietary rights notices on any copy of the Software and accompanying
documentation.

4. TERMINATION. You may terminate your license to the Software at any time by
destroying the Software and accompanying documentation together with all copies,
modifications and merged portions in any form. This License will automatically
terminate if you fail to comply with any term or condition of this Agreement.
You agree upon such termination to destroy the Software and accompanying
documentation, together with all copies, modifications and merged portions in
any form.

5. LIMITED WARRANTY. McDATA warrants that this electronic media will perform
substantially in accordance with published specifications, under normal use, for
a period of 90 days after the date of delivery. If, during this 90-day period,
you discover a defect in the electronic media, you may return the defective
electronic media to McDATA and the electronic media will be replaced without
charge. Your sole remedy in the event of a defect in the electronic media is
limited to, at McDATA's option, the replacement of the defective media as
provided above, or refund of the cost of the electronic media. THIS LIMITED
WARRANTY IS VOID IF FAILURE OF THIS SOFTWARE HAS RESULTED FROM ACCIDENT, ABUSE
OR MISAPPLICATION.

6. WARRANTY DISCLAIMER. EXCEPT AS TO THE MEDIA ON WHICH THE SOFTWARE IS
FURNISHED AS EXPRESSLY PROVIDED ABOVE, THIS SOFTWARE IS PROVIDED "AS IS" WITHOUT
WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT ARE SPECIFICALLY DISCLAIMED WITH RESPECT TO THE
SOFTWARE. McDATA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET YOUR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE
OF THIS SOFTWARE IS WITH YOU AND SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND
NOT McDATA, RESELLER OR DEALER) ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION. McDATA MAKES NO WARRANTIES AS TO THE ACCURACY
OR COMPLETENESS OF USER DOCUMENTATION, OR THAT THE SOFTWARE IS ERROR FREE.

7. LIMITATION OF LIABILITY. EXCEPT FOR THE EXPRESS TERMS OF THE
LIMITED WARRANTY PARAGRAPH OF THIS LICENSE, McDATA MAKES NO ADDITIONAL
WARRANTIES, EITHER EXPRESS OR IMPLIED. NEITHER McDATA NOR ANY THIRD PARTY
ASSOCIATED WITH THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE OR
RELATED DOCUMENTATION SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, LOST
PROFITS, SPECIFIC, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM
THE FURNISHING, PERFORMANCE, OR USE OF THE LICENSED SOFTWARE OR RELATED
DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM
BY ANY OTHER PARTY. IN NO EVENT SHALL McDATA'S LIABILITY EXCEED THE RELEVANT
PURCHASE PRICE PAID BY LICENSEE FOR THE PRODUCT TO WHICH THIS LICENSE RELATES.
THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY ARE FUNDAMENTAL
ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN McDATA AND YOU. McDATA WOULD NOT BE
ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS. SOME STATES

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Exhibit E - 02/22/00
<PAGE> 31
DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. McDATA HAS NO LIABILITY TO YOU UNDER THIS SECTION FOR ANY CLAIM BASED UPON
YOUR USE, COMBINATION OR OPERATION OF THE PRODUCT WITH ANY EQUIPMENT OR SOFTWARE
NOT SUPPLIED BY McDATA, OR BASED UPON ALTERATION OF EQUIPMENT OR MODIFICATION OF
SOFTWARE BY YOU OR ANYONE OTHER THAN A McDATA-AUTHORIZED SERVICE REPRESENTATIVE.

8. ACKNOWLEDGMENT. Your acceptance of this Software License Agreement
acknowledges that you have read this License Agreement and agree to its terms.
Furthermore, you agree this License Agreement is the complete and exclusive
statement of the agreement between us respecting the Software and related
documentation, and it supersedes any proposal or prior agreement - oral or
written - and any other communication between us relating to the subject matter
of this License Agreement. This License Agreement cannot be modified by any
purchase order or other document submitted by you.

9. YEAR 2000 COMPLIANCE. McDATA represents and warrants that the Software is
Year 2000 ready. "Year 2000 ready" means that the Software when used in
accordance with its associated documentation, is capable of correctly
processing, providing, and/or receiving date data within and between the 20th
and 21st centuries, provided all other products (for example, software,
hardware, and firmware) used with the Software properly exchange accurate date
data with it.

10. GENERAL. If any provision of this Agreement is held unenforceable, that
provision shall be enforced to the maximum extent permissible so as to give the
intent of the parties, and the remainder of this Agreement shall continue in
full force and effect. This Agreement is governed by the laws of the State of
Colorado, without reference to its conflict of law principles. You agree to
comply with all U.S. and foreign export control laws and regulations.

11. RESTRICTED RIGHTS NOTICE. THE FOLLOWING TEXT IS APPLICABLE TO GOVERNMENT
AGENCIES: The Software or documentation on which this notice is affixed or
embedded was developed entirely at private expense by the Contractors named
below, and is deemed to be "commercial software" and "commercial computer
software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR
12.212(b) as applicable. Any use, modification, reproduction, release, display
or disclosure of the Software and/or documentation by the U. S. Government or
any of its agencies shall be governed by the terms of this Agreement. It may not
be used, duplicated, or disclosed by the Government except as expressly
permitted by this Agreement and is subject to the restrictions set forth in FAR
Section 52.227-19 or 52.227-14 (ALT III) as applicable. Any technical data
provided that is not covered by the above provisions is deemed to be "technical
data-commercial items" pursuant to DFAR Sections 227-7015(a). Any use,
modification, reproduction, release, display or disclosure of such technical
data shall be governed by the terms of DFAR Section 227.7015(b) or as otherwise
expressly provided by the Contractors. The Contractors are McDATA Corporation,
310 Interlocken Parkway, Broomfield, Colorado 80021-3464, and McDATA's
suppliers.

EXHIBIT E

MCDATA WARRANTY AND DISCLAIMER STATEMENT

The following statement will be included by McDATA with each Product shipped to
End User Customer:

WARRANTY:

PRODUCT WARRANTY. McDATA warrants that, throughout the specific warranty period
identified in the McDATA Product Exhibit for the Product(s) ordered hereunder,
such Product(s) and Software will, as delivered and under normal use, be in good
working order and will conform to McDATA's published specifications in effect at
the time of shipment. If, during the warranty period, the Product(s) fails to
conform to McDATA's published specifications, McDATA shall, at its sole option
and expense, either repair or replace such non-conforming item in order to
satisfy this warranty.

WARRANTY SERVICES. McDATA offers standard warranty services and enhanced
warranty services as specified in the attached McDATA Product Exhibit(s).

LIMITATIONS. This warranty shall not apply if repair or parts replacement is
required because of accident, neglect, abuse or misuse, failure of electrical
power, air conditioning or humidity control, theft, fire or water damage, or
causes other than ordinary use, or maintenance performed by End User Customer or
persons other than a McDATA-authorized service representative in a manner which
McDATA reasonably determines to have adversely affected performance or
reliability.

McDATA does not warrant that the Products will meet End User Customer's
requirements; that it will operate in the combinations which End User Customer
may select for use; that the operation of the Product(s) will be

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Exhibit E - 02/22/00
<PAGE> 32
uninterrupted or error free; or that all Software programming errors will be
corrected.

McDATA shall not be required to adjust or repair any Product if it would be
impractical or hazardous to do so because of unauthorized alterations in the
Product or its connection by mechanical or electrical means to equipment or
devices not identified as compatible in McDATA product specifications.

DISCLAIMER:

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MCDATA'S LIABILITY FOR
BREACH OF ANY WARRANTY SET FORTH HEREIN SHALL IN NO EVENT EXCEED THE PURCHASE
PRICE OF THE AFFECTED ITEM.

Resale Agreement No. 90-00-0109-07 IBM Corporation / McDATA Corporation
Exhibit E - 02/22/00