Trademark License

EXHIBIT 99.2


COMPAQ AND CNT CONFIDENTIAL


TRADEMARK LICENSE


For valuable consideration (see Exhibit A), Computer Network Technology Corporation. ("CNT") hereby grants Compaq Computer Corporation ("Compaq") an exclusive, fully paid-up, non-royalty bearing, world-wide, unrestricted license to use and display the following CNT trademark (the "Licensed Work") in those countries in which it has registrations, statutory or common law rights pertaining to the same for the purposes specified below:


CNT's trademark "SANWORKS" in accordance with Compaq's own rules and
guidelines for the use and display of its logo and trademark, brand names
and sub-brands.


Compaq is permitted to use the Licensed Work for any purpose. However, until issuance of trademark registration and assignment to Compaq is complete, CNT reserves the right to review the use of the trademark as pertains to product branding, publicity, marketing collateral and quality of the goods sold under the Licensed Work for the purposes of assuring reasonable standards are being met to maintain the value of the mark. Compaq agrees to cooperate in all such reviews. Compaq, however, promises that it will not use "CNT" or "Computer Network Technology" in direct association with any of its public uses of the "SANWORKS" trademark or branding initiatives.


In furtherance of this Trademark License Agreement, CNT also agrees to abandon its prosecution of trademark registration of the mark "CNT SANWORKS" and agrees not to pursue such trademark registration in the future.


LICENSED WORK IS LICENSED "AS IS." CNT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO LICENSED WORK, AND CNT EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, VALIDITY OF REGISTRATIONS OUTSIDE THE UNITED STATES AND THE UNITED KINGDOM, AND TITLE.


CNT agrees to provide reasonable assistance to Compaq for the protection of Compaq's interests in the mark.


CNT agrees to promptly grant to Compaq the power of attorney and other rights required to prosecute the License Work in the U. S. Patent and Trademark Office, and in any other country where CNT has filed for trademark registration of the Licensed Work. Compaq agrees to pay all governmental fees associated with such prosecution, and holds CNT harmless for any affect on the validity of trademark registrations in the U.S. and the United Kingdom caused by actions taken by or for Compaq under this power of attorney.


Upon issuance of a trademark registration by the United States Patent and Trademark Office or the registration of the Licensed Work in any other country, CNT agrees to notify Compaq of such registration(s) and CNT agrees to promptly assign all rights, title, and interest in the Licensed Work, all registrations and applications for registrations of the Licensed Work, and the goodwill appurtenant thereto, to Compaq.


All goodwill arising out of Compaq's use of Licensed Work under this license inures to the benefit of CNT. After the obligation to assign such rights arises under the preceding paragraph, CNT shall take whatever measures are necessary to effect any assignment of such rights that may be requested by Compaq. CNT agrees not to use or attempt to register any trademarks or trade names which are confusingly similar to Compaq's Licensed Work (except that this Agreement shall not lessen or otherwise affect CNT's rights to use and protect the "CNT" and "Computer Network Technology" trademarks) and agrees not to dispute the validity of Compaq's claims in such trademarks or trade names. No other license of any kind under any intellectual property, including Licensed Work, is granted hereunder except as expressly set forth herein. This Agreement shall not be construed to grant any rights by implication, estopple or any other similar legal theory under any circumstance. The term of this Agreement shall ext ...