COMPAQ/AMD AGREEMENT

EXHIBIT 10.35

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.



COMPAQ COMPUTER CORPORATION/ADVANCED MICRO DEVICES, INC.
AGREEMENT


This Agreement ("Agreement"), effective as of January 1, 1994 (Effective
Date), is made by Compaq Computer Corporation ("Compaq") and Advanced Micro
Devices, Inc. ("AMD"). The terms and conditions contained in this Agreement
shall govern the purchase and sale of Product specified on purchase orders
issued by Compaq. For purposes of this Agreement, Product shall mean any
current or future microprocessors that are Microsoft Windows Compatible and
any Microsoft Windows Compatible follow-ons thereto that AMD either
currently makes available or plans to make available to any of its
customers. Microprocessors that are Microsoft Windows Compatible shall
include AMD's current 80X86 microprocessor family, and/or future derivatives
thereof, including any future derivative microprocessors that are based on a
similar architecture. Product shall not include any of AMD's custom or
customer specific products (Custom Products). Custom Products shall mean
product that: (i) contains significant functional differences from Product
sold by AMD, and (ii) is sold to only one customer.

1. INTENT AND ROAD MAP MEETINGS

A. Compaq intends to enter into a long-term relationship with AMD. As such, AMD
is willing to cooperate with Compaq to further mutual long-term goals by
sharing Product road map and technology directions. During the term of this
Agreement, the parties agree to meet at least on a quarterly basis to review
AMD's Product road map (excluding Custom Products) and technology directions
(Road Map Meeting). The topics discussed shall include Product
specifications, anticipated prices, existing and planned capacity, projected
schedules and availability dates. Compaq shall provide feedback to AMD
regarding those items in AMD's Product road map which may be of interest to
Compaq based on Compaq's product plans. Compaq may disclose to AMD those
products in Compaq's road map which Compaq believes will pertain to AMD's
Products. In addition, each quarter at the Road Map Meeting, the parties
shall agree on a [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] new Products that may be purchased
over the next [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] shall be updated for each quarter
for the next [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] and each [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
shall be incorporated into this Agreement as part of Exhibit A. On an
ongoing basis, Compaq may provide AMD with input on the specifications of
AMD's future Products.

Compaq also expects that AMD will cooperate to achieve Compaq's long-term
program goals such as shortening Product lead-times, increasing volume
flexibility, achieving Just-in-Time delivery at all of Compaq's
manufacturing sites, achieving ongoing cost reductions and specific quality
goals, and continuous quality improvement.

B. Unless expressly stated otherwise for a particular Product, this Agreement
is not a requirements contract and does not obligate Compaq to purchase any
minimum quantity of Product but only establishes the terms and conditions
for such purchases if and when they occur.

2. PURCHASE ORDERS

A. Compaq will purchase Products only by issuing purchase orders ("Order or
Orders") to AMD. Orders shall contain such things as quantity, price,
desired delivery date, part number, and revision level. Compaq shall make
commercially reasonable efforts to send written confirmation (except by
mutual agreement) of Orders within one (1) week after issuance. AMD shall
sign and return the acknowledgment copy of the Order within five (5)

days after receipt. If AMD fails to return the acknowledgment, AMD will be
deemed to have accepted any Order which conforms with the terms of this
Agreement. Acceptance by AMD is limited to the terms of Compaq's offer as
contained in this Agreement and the Order. No additional or different
provisions proposed by AMD shall apply unless expressly agreed to in writing
by Compaq. Compaq hereby gives notice of its objection to any additional or
different terms.

B. AMD agrees that all Compaq sites, and subsidiaries, wherever located, shall
be entitled to make purchases under this Agreement. In addition, at Compaq's
request, AMD agrees to drop ship Product to Compaq's subcontractors.

3. EARLY PRODUCTION PRODUCT AND TESTING

AMD agrees to provide Compaq with prototypes and early production samples of
Product for all new Products that Compaq notifies AMD it wishes to receive.
AMD shall use reasonable efforts to provide such prototypes and samples to
Compaq as soon as they become available, and [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
Compaq will use reasonable efforts to evaluate and test such prototypes and
early production samples of Product received from AMD and provide AMD with
feedback regarding Compaq's test results.

4. TERM OF AGREEMENT

A. The term of this Agreement shall be for [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] (Term),
commencing on the Effective Date, unless extended pursuant to Section 4.B.
or 4.C. below.

B. The Term of this Agreement may be [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE] extended for
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] in the following cases:

(1) If Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] the Term will be [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] extended for [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

(2) If Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] the Term will be [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] extended for [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

(3) If Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] and therefore the Term was not
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] extended for [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] and Compaq [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the Term
will be [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] extended for [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]. There shall be no more than [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] pursuant to this Section 4.B.

In the event that Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] if applicable, and
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] then Compaq shall be deemed to have [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] for the purposes of this Section 4.B.

C. This Agreement shall be automatically renewed at the conclusion of the Term
for successive [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] unless one of the parties indicates
by written notice to the other party not less than [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
prior to the end of the Term that it does not intend to renew the Agreement.
Notwithstanding the foregoing, the Agreement shall remain in full force and
effect and shall be applicable to any Order(s) issued by Compaq to AMD
during the Term of this Agreement until any and all obligations of the
parties under such Order(s) have been fulfilled.

5. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] PRODUCT & NEW CAPACITY

A. AMD shall offer for purchase by Compaq all new Products that AMD markets or
intends to market. AMD agrees that Compaq shall have the [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] made available by AMD, except for new Products that are
equivalent in form, fit, function and performance to products from other
third party suppliers and such third party suppliers' products are used in
computer systems which are generally available in the marketplace
("Equivalent Products"). For each Product that Compaq [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], AMD agrees that each such Product will include any similar
Product which does not have significant functional or performance
differences.

B. The parties agree to negotiate a separate agreement for any co-developed
product, and any exclusivity benefits desired by Compaq will be as set forth
in such separate agreement.

C. Compaq will be [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] on any new product as defined in
this Section 5, if Compaq provides AMD [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] within 30 days
of Compaq's receipt of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Such [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] at a minimum, include an [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] requirements
during the [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] defined below. AMD may, at its option,
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] choice of [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. AMD shall
notify Compaq in [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] within thirty (30) days after
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION], Compaq will be [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] production
quantities sufficient to meet all of Compaq's requirements [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]. AMD may make [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Compaq may, at its
option, [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]. Compaq may make [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]. Compaq shall notify AMD of such [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of
AMD's rejection notice.

For each [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] pursuant to this Agreement, (i) Compaq
will be [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] for a period of [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] to Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION], provided that, within sixty
(60) days of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], Compaq [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
described in Section 5.C. above; (ii) Compaq will also [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] for a period of thirty (30 days) from [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
At the end of such thirty (30) day period, if Compaq [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], an additional thirty (30) days [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Compaq.

For Equivalent Product, Compaq will be entitled, for a period or six (6)
months following first production shipment of such Equivalent Product,
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION].

D. If, at any time during the [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of a particular
Product, a third party ships a product such that AMD's Product now can be
classified as an Equivalent Product, then AMD may, at its option, and upon
written notice to Compaq, immediately terminate Compaq's [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] for that particular Product, except that Compaq shall be
entitled to the [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] for a period of six (6) months from
the date that Compaq's [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

E. AMD shall notify Compaq if and when AMD builds or obtains new or additional
production capacity so that Compaq may, at its option elect to forecast (as
shown in Exhibit A) and/or order more Product.

6. PRICING

A. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] days prior to the end of the then-current quarter,
Compaq and AMD shall meet to review pricing for the following quarter
(Pricing Meeting). At the Pricing Meeting, Compaq and AMD shall agree on the
price for Product

for the following quarter, subject to the conditions specified in this
Section 6. In addition, Compaq and AMD will, by mutual agreement, review and
update Buyer's forecast and [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as shown in Exhibit
A.

B. Prices shall include all charges such as packaging, packing, crating,
storage, forwarding agent or brokerage fees, document fees and duties.
Prices shall also include any and all sales, use, excise and similar taxes.
Compaq shall not accept Product at any price above that indicated on the
Order.

C. AMD acknowledges that Compaq's [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], AMD represents
that, subject to this Section 6, the [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]:

[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]

AMD agrees to notify Compaq as soon as practically possible in the event
that [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] scheduled for shipment to Compaq. In the
event AMD provides [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] to any one or more of its
customers, [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] as defined above, Compaq shall
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] to such other customer. Thereafter, Compaq shall
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] from that date forward. For purposes of this
Agreement, the [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] shall mean [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
customer. The sole exception to the foregoing is that Compaq's [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].

D. AMD will [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] or as a [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] an
amount [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] of Product provided that Compaq
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]. Within thirty day's after the end of each year,
AMD shall notify Compaq in writing [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Compaq shall
notify AMD [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]. Compaq may elect to [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] Compaq. AMD [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] within forty five
(45) days after the end of the preceding year. Compaq shall
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] that Compaq [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

AMD agrees that Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] specified in the
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]. Compaq agrees that if [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
specified [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], Compaq will [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
If Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], Compaq will [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
In the event that Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], Compaq and AMD
agree to meet within a reasonable time [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] to discuss the
reasons therefor and potential ways to [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

In the event that Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and the reasons for
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] then Compaq will [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], as the
case may be.

[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]

The percentage numbers [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] represent
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] including AMD.

AMD may, upon reasonable notice to Compaq, appoint an independent auditor to
review Compaq's records to determine if Compaq has [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as
specified herein. Compaq shall allow such independent auditor access to all
applicable records of Compaq for the purpose of conducting such audit. The
independent auditor shall only report to AMD whether Compaq has
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION], as the case may be.

F. AMD agrees [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] to Compaq, at the Price Meetings, AMD's
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]. Such [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] shall include
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] each Product to its [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
without including [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION].

G. Compaq may, upon reasonable notice to AMD, appoint an independent auditor to
review AMD's records to determine if Compaq is receiving pricing as agreed
to hereunder and that AMD is complying with the terms of this Agreement. AMD
shall allow such independent auditor access to all applicable records of AMD
for the purpose of conducting such audit. The independent auditor shall only
report to Compaq whether AMD is complying with the terms of this Agreement.

H. Compaq shall be entitled to purchase Product from AMD at an Effective Price
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] equal to the lesser of: (i) the [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].

I. AMD shall maintain a vigorous cost reduction program to ensure that pricing
is competitive at all times. In the event that Compaq does not consider
AMD's pricing aggressive relative to the market, Compaq shall have the right
to request an immediate meeting with AMD to renegotiate pricing.

J. In the event that AMD [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] for a particular Product,
Compaq shall [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] from the date of the Effective Price
reduction. AMD shall [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] to the [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] amount [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] the number of such Product
shipped or scheduled to be shipped in the previous three (3) week period.

K. AMD may wish to obtain additional capacity from one or more foundries, and
it may be necessary, as part of AMD's agreement with such foundries, for AMD
to permit the foundries to internally consume certain quantities of
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] Product which is the same or similar to Product
that Compaq is entitled to purchase. Compaq agrees that AMD may permit such
foundries to internally consume up to 135,000 units of Product per year
(aggregate for all foundries) without any requirement by AMD to
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] pursuant to Section 6.C above because of AMD's
arrangements with such foundries.

In the event that AMD's arrangements with such foundries permits such
foundries to internally consume Product in quantities greater than 135,000
in 1994, Compaq shall be entitled to purchase from AMD an amount equal to
the quantities above 135,000 per year that such foundries are internally
consuming, at a [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]. If Compaq is not purchasing
Products comparable to those that the foundries are consuming internally,
Compaq will be eligible for a [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the nearest
comparable Product.

In the event that AMD's arrangement with such foundries permits such
foundries to internally consume Product in quantities greater than 135,000
in 1995 and 1996, Compaq shall be entitled to purchase from AMD: (i) an
amount equal to the quantities above 135,000 per year and less than 270,000
per year that such foundries are internally consuming at a [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] Compaq is otherwise [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and (ii) an amount
equal to [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] per year that such foundries are
internally consuming at [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] pursuant to this
Section 6. If Compaq is not purchasing Products comparable to those that the
foundries are consuming internally, Compaq will be [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of
the nearest comparable product.

L. As specified in Section 7.E. below and Exhibit D, AMD agrees to have certain
backup capacity available to Compaq for quantities over and above forecasted
quantities as specified in Exhibit A. In the event that Compaq utilizes the
backup capacity, the following prices apply. For the first [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] Product purchased from the backup capacity quantities available
to Compaq, Compaq will [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] as determined
pursuant to this Section 6. During 1994 only, for the [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] purchased from backup capacity quantities, Compaq shall
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] for such product, or in the case of Product
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] Compaq will [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] Compaq
normally pays pursuant to this Section 6.

M. Compaq agrees that Product purchased under this Agreement will be
incorporated into Compaq's products except that Compaq may sell Product to
its distributors and end-users for use as replacement parts, upgrades parts
and/or spare parts.

N. AMD agrees that Compaq will be in [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] relative to
any

of it's other customers with respect to [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].

7. DELIVERY

A. Compaq's Order shall state delivery dates for Product delivery by AMD on the
committed date and shall be considered to be of equal importance as quality
and price in meeting Compaq's requirements. Delivery performance shall be
measured by on-dock date at Compaq's specified ship-to location. AMD
represents and warrants that it will use its best efforts to at all times
meet the delivery dates for Products on the committed delivery date.

B. All sales are F.O.B. Point of Shipment. Title and risk of loss shall pass to
Compaq upon AMD's delivery of Product purchased hereunder to carrier
authorized by Compaq.

C. If AMD delivers Product more than three (3) days in advance of the specified
delivery date, Compaq may either return such Product at AMD's risk and
expense for subsequent delivery on the specified delivery date or retain
such material and make payment when it would have been due based on the
specified delivery date.

D. Changes to delivery dates may only be made by Compaq's authorized purchasing
representatives. All other schedule changes are at AMD's risk. Compaq may,
without cost or liability, issue change requests for Product quantities and
schedule dates in accordance with the Flexibility Agreement attached as
Exhibit D ("Flexibility Agreement"). Written confirmation will be sent by
AMD to Compaq within two (2) work days of receiving such change request, and
Compaq shall provide a confirming Order change within ten (10) working days
of receiving AMD's confirmation.

E. In addition, AMD agrees to have available backup capacity as specified in
Exhibit D. The quarterly backup capacity quantities specified in Exhibit D
represent Compaq's backup requirements for each quarter. The amounts listed
for each quarter may be divided equally over the thirteen (13) weeks in the
particular quarter. AMD agrees to supply such quantities in the quarter
indicated upon eight (8) weeks written notice from Compaq of the need for
the particular Product. In the event that Compaq does not need the backup
capacity indicated above for a particular Product and quarter, Compaq will
lose that backup capacity. In the event that AMD is unable to supply the
backup capacity for a particular Product and quarter, Compaq may increase
the backup capacity on another Product by the amount that AMD is unable to
supply. Compaq and AMD shall update the quarterly backup capacity amounts on
a rolling quarterly basis through 4Q95. Unless otherwise agreed to in
writing, the backup capacity amounts for 1995 shall be a minimum of
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] per quarter.

F. AMD shall notify Compaq in writing immediately if AMD has knowledge of any
impending material shortage, labor dispute, or other event which could
result in any change to the agreed delivery plan.

G. In the event that Product scheduled for delivery is more than one (1)
business day late, Compaq may request such Product to be shipped and
delivered via a different mode of transportation. In such event, AMD agrees
to pay or reimburse Compaq for all transportation charges in excess of the
normal charges. Compaq agrees to discuss with AMD mutually acceptable
alternatives that might be available for securing substitute for Product.
Compaq agrees to attempt, with AMD's assistance, and as time allows, to
obtain

Product from AMD's authorized distributors at no additional charge to
Compaq. Compaq also agrees to make reasonable attempts to adjust orders
placed with other third party vendors and/or adjust Compaq production
schedules before incurring additional reprocurement costs. If Compaq cannot
obtain Product in a timely fashion from AMD or AMD's authorized
distributors, then, Compaq may purchase substitute for Product elsewhere.
Without affecting other remedies Compaq may have, Compaq may charge AMD any
reasonable additional cost incurred by Compaq as a result of obtaining
substitutes as described in this Section G.

8. PACKING, MARKING, AND SHIPPING INSTRUCTIONS

A. All Product shall be prepared and packed in a commercially reasonably manner
so as to secure the lowest transportation rates and meet carrier's
requirements or those set forth in the Product specification attached as
Exhibit B ("Specification").

B. Each shipping container shall be marked to show Compaq's Order number, part
number, revision level, lot number, and quantity contained therein. A
packing list showing the Order number shall be included in each container.

C. AMD agrees to standardize the count multiples used in shipments so that
Compaq can verify the quantity of each shipment.

9. QUALITY

A. AMD agrees to use its best efforts to deliver defect-free materials to
Compaq at all times. AMD shall establish and/or maintain a quality
improvement plan acceptable to Compaq. AMD's Quality Improvement Plan is
attached to this Agreement as Exhibit C ("Quality Plan").

B. At Compaq's request, AMD will facilitate on-site visits and inspections by
Compaq. Such inspections shall take place during normal business hours at
AMD's facilities. AMD shall, as far as reasonably practicable, assist
Compaq's personnel in the conduct of this inspection. Compaq's inspections
shall in no way relieve AMD of its obligation to deliver conforming Product
or waive Compaq's right of inspection and acceptance at the time the
Products are delivered.

C. AMD agrees to provide relevant outgoing inspection, quality, and reliability
data upon Compaq's request.

D. AMD agrees to conform to the revision level stated on Compaq's Order.

E. AMD agrees to advise Compaq of any changes to process, materials, or sources
of supply and ensure that such changes do not compromise specifications,
quality, or reliability of Products ordered by Compaq.

10. INSPECTION AND ACCEPTANCE

A. Products purchased pursuant to this Agreement shall be subject to inspection
and test by Compaq at all times and places, including the period of
manufacture or development. Unless otherwise specified in the Order, final
inspection and acceptance of Product by Compaq shall be at Compaq's
facilities. Compaq reserves the right to reject Product which does not
conform to the specifications, drawings, samples or other descriptions

specified by Compaq. Compaq shall contact AMD to discuss mutually acceptable
remedies for defective or non-conforming Product provided however that,
ultimately, Compaq may, at its option, either return defective or non-
conforming Product for full credit of the purchase price plus any
transportation charges paid by Compaq, or require prompt correction or
replacement of defective or non-conforming Product, which rights shall be in
addition to such other rights as Compaq may have in law or under any other
agreement. Return to AMD of any non-conforming or defective Product shall be
at AMD's expense and no replacements shall be made unless specified by
Compaq. Product required to be corrected or replaced shall be subject to the
same inspection and warranty provisions of this Agreement as Product
originally delivered under any Order.

B. In the event Compaq returns Product back to AMD for correction or
replacement, AMD shall use its best efforts to repair or replace all
defective Product within five (5) days of receipt of such Product. AMD will
issue a "Return Material Authorization" within twenty-four (24) hours of
receipt of notification by Compaq of defective Product. AMD shall bear all
risk and costs such as, material, sorting (provided Compaq notifies AMD of
the anticipated sorting costs) and shipping to and from Compaq's facilities.
If Compaq incurs any such costs, it may either receive them directly from
AMD or set-off via a credit note any amounts due to AMD. AMD agrees to
provide failure analysis of rejected material within five (5) days after
receipt of such rejected materials. AMD will also provide a written
corrective action report addressing the steps that will be taken to
eliminate the cause of the problem.

C. Upon notification of rejection, Compaq will advise AMD of the reason for
rejection.

11. WARRANTY

A. AMD warrants that title to all Products delivered to Compaq under this
Agreement shall be free and clear of all liens, encumbrances, security
interests or other claims and that for a period of three (3) years from date
of acceptance of material by Compaq, all Product shall be free from defects
in material, workmanship, and design. AMD further warrants that all Product
shall conform to applicable specifications, drawings, samples, and
descriptions referred to in this Agreement. The warranty for replaced
Product will be the same as the original Product.

B. Defective material discovered during Compaq's manufacturing or assembly
processes are not considered to be a warranty repair and shall be corrected
in accordance with Section 10.B.

C. AMD agrees that in case of epidemic failure (greater than 2% failure for the
same cause in any six (6) month period), AMD shall provide correction or
replacement in accordance with Section 10.B.

D. Except as expressly provided in this Section 11 and Section 19, no
warranties, express or implied, statutory or otherwise, are made with
respect to the Product delivered by AMD to Compaq under this Agreement.

E. Compaq's obligations under this Section shall be as follows: (i) Compaq
shall notify AMD either in writing or orally of defects or non-conformity in
any unit of Product for which Compaq wishes to make a warranty claim; (ii)
Compaq will obtain authorization from AMD to return such Product; (iii) such
Product will be returned to AMD, transportation costs paid by AMD, F.O.B.
Point of Shipment, in accordance with AMD's customer Product return
guidelines; and (iv) AMD's examination of returned Product must disclose to
AMD's

satisfaction that such alleged defect or non-conformity actually existed and
was not caused by negligence, misuse, improper installation, accident, or
unauthorized repair.

F. Except as set forth specifically in Section 19, this warranty is in lieu of
all other warranties, expressed or implied, including the implied warranty
of fitness for a particular purpose, the implied warranty of merchantability
and of all other warranty obligations or liabilities on AMD's part and it
neither assumes nor authorizes any other person to assume for AMD any other
liabilities. The foregoing constitutes Compaq's sole and exclusive remedy
for the furnishing of defective or non-conforming Product.

12. PAYMENT AND SET-OFF

A. Compaq shall issue payment for Product delivered by AMD under individual
Orders. Terms of payment shall be net [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] days from
the date of AMD's invoice, provided that Product has been received by
Compaq. Payment of invoices shall not constitute final acceptance of the
Product Invoices and shall be subject to adjustment for errors, shortages,
and defects.

B. Amounts owed to Compaq due to rejections of Product or discrepancies on paid
invoices will be, at Compaq's option, fully credited against future invoices
payable by AMD's receipt of a debit memo, or other written request for
payment from Compaq.

C. Unless otherwise specified in Exhibit A or agreed to in writing by the
parties, payment shall be in U.S. dollars.

13. CHANGES

A. Compaq may from time to time change the specifications for the Products, and
AMD agrees to make best efforts to comply with such changes. If such changes
result in a change in AMD's costs or in the time for performance, an
adjustment in price and time for performance will be made by the parties in
writing, provided, however, that AMD shall request such an adjustment within
ten (10) days of receipt by AMD of the notice of such changes.

B. No changes shall be made by AMD in the form, fit, or function of Products
purchased hereunder without AMD providing Compaq at least ninety (90) days
prior written notice, or as soon as possible if AMD is not reasonably able
to provide ninety (90) days prior notice.

14. TERMINATION FOR CAUSE

A. AMD may terminate this Agreement and/or any Order issued hereunder at any
time by written notice in the event Compaq:

1. Fails to comply with any material provision of this Agreement or any Order
issued hereunder, and, in the case of a breach which is capable of remedy,
fails to remedy same within thirty (30) days of notification of said breach;
or

2. Becomes insolvent or makes an assignment for the benefit of creditors, or a
receiver or similar officer is appointed to take charge of all or a part of
Compaq's assets and such condition is not cured within thirty (30) days; or

3. Assigns or attempts to assign, or subcontracts or attempts to
subcontract, any or all of its rights or obligations under this
Agreement or any Orders issued hereunder to a third party without AMD's
prior written approval, which approval shall not be unreasonably
withheld.

B. Compaq may terminate this Agreement and/or any Order issued hereunder at any
time by written notice in the event AMD:

1. Fails to comply with any material provision of this Agreement or any
Order issued hereunder, and in the case of a breach which is capable
of remedy, fails to remedy same within thirty (30) days of
notification of said breach, or

2. Becomes insolvent or makes an assignment for the benefit of creditors,
or a receiver or similar officer is appointed to take charge of all or
a part of AMD's assets and such condition is not cured within thirty
(30) days, or

3. Assigns or attempts to assign, or subcontracts or attempts to
subcontract, any or all of its rights or obligations under this
Agreement or any Orders issued hereunder to a third party without
Compaq's prior written approval.

C. Upon termination of the Agreement and/or any Order issued hereunder:

1. Compaq shall have the option to purchase any materials or work in
progress which AMD may have purchased or processed for the fulfillment
of any Order at AMD's cost plus a reasonable amount for any value
already added by AMD,

2. Compaq shall have no liability beyond payment for any balance due for
Products delivered by AMD before notice of termination.

15. LIMITATION OF LIABILITY

A. EXCEPT FOR A BREACH OF SECTION 19, 25 OR 26 OF THIS AGREEMENT, NEITHER PARTY
SHALL BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST
PROFITS, UNLIQUIDATED INVENTORY, ETC.), INCIDENTAL, INDIRECT, SPECIAL,
ECONOMIC, OR PUNITIVE DAMAGES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

16. FORCE MAJEURE

A. Neither party shall be liable for its failure to perform any of its
obligations hereunder during any period in which such performance is delayed
by fire, flood, war, embargo, riot or the intervention of any government
authority ("Force Majeure"), provided that the party suffering such delay
immediately notifies the other party of the delay. If, however, AMD's
performance is delayed for reasons set forth above for a cumulative period
of fourteen (14) calendar days or more , Compaq, notwithstanding any other
provision of this Agreement to the contrary, may terminate this Agreement
and/or any Order issued hereunder by notice to AMD. In the event of such
termination, Compaq's sole liability hereunder will be for the payment to
AMD of any balance due and owing for conforming Product delivered by AMD
prior to AMD's notification of delay to Compaq. In the event the parties do
not terminate this Agreement and/or Order due to a Force Majeure, the time
for performance or cure will be extended for a period equal to the duration
of the Force Majeure.

17. PRODUCT NOTICES

A. Any notice given under this Agreement shall be in writing and will be
effective when delivered personally or deposited in the mail, postage
prepaid and addressed to the parties at their respective addresses set forth
below, or at any new address subsequently designated in writing by either
party to the other:

If to AMD: If to Compaq:

Advanced Micro Devices, Inc. COMPAQ COMPUTER
20333 SH 249 CORPORATION
Suite 525 P.O. Box 692000
Houston, TX 77070 MS070202
ATTN: Sales Manager Houston, TX 77269-2000
ATTN.: Ken Chen

with a copy to: with a copy to:
Advanced Micro Devices, Inc. COMPAQ COMPUTER
One AMD Place CORPORATION
Mail Stop 68 P.O. Box 692000
Sunnyvale, CA 94088-3456 MS060803
ATTN: Legal Department Houston, TX 77269-2000
ATTN.:Legal Department
18. COMPLIANCE WITH LAWS

A. All Product supplied and work performed under this Agreement shall comply
with all applicable laws and regulations in effect. In particular, AMD
agrees that its performance under this Agreement shall comply with all laws
governing its relationship with its employees, agents or subcontractors and
with the chlorofluorocarbon labeling requirements of the U.S. Clean Air Act
of 1990. Upon request, AMD agrees to certify compliance with such applicable
laws and regulations.

19. INTELLECTUAL PROPERTY WARRANTY AND INDEMNITY

A. AMD warrants that, to the best of its knowledge and belief, the Products do
not infringe any patent [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], copyright, mask
work right, trademark, trade secret or any other intellectual property
rights (collectively referred to as "IPR") of any third party. AMD further
warrants that to the best of its knowledge and belief, Compaq's use of the
Products for its intended purpose (including but not limited to combinations
of said Products with other devices or elements) do not infringe any IPR of
any third party. The parties recognize that [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
which are currently pending resolution before a court.

B. Except as limited elsewhere in this Section 19, AMD warrants that it will
defend, at its expense, any claim, suit or proceeding ("legal action")
brought against Compaq alleging either, (i) infringement by the Product of
any IPR of a third party; and/or (ii) infringement by Compaq's use of the
Product for its intended purpose (including but not limited to [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]. AMD further warrants that it will indemnify

and hold Compaq harmless from any and all costs, expenses and damages
suffered by Compaq in connection with legal action, resulting from a claim
against Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of (i) infringement by the Product
of any IPR of any third party; and/or (ii) infringement by Compaq's
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] use of the Product for its intended purpose
(including but not limited to [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], provided AMD is
promptly notified in writing of such legal action and given the option to
take sole control, at AMD's expense, of the defense of such legal action
including any settlement negotiations.

In addition to the above, AMD warrants that it will assist and reimburse
Compaq in the amount equal to [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in the defense of
any legal action brought against Compaq alleging infringement by Compaq's
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] use of the Product for its intended purpose
(including but not limited to [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of any IPR of
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]. AMD further warrants that it will indemnify Compaq
and hold Compaq harmless from [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of any costs,
expenses and damages suffered by Compaq in connection with legal action,
resulting from a claim against Compaq [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of
infringement by Compaq's [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] use of Product for
its intended purpose (including but not limited to [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of
any IPR [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]. AMD shall not be liable to
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION], however, for any costs, expenses or damages from
such legal action relating to or resulting from Compaq's use of products
obtained from vendors other than [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Compaq agrees to
promptly notify AMD in writing of such legal action. The parties agree that
Compaq shall have sole control of the defense of such legal action including
any settlement negotiations. Compaq may not enter into any settlement of
such legal action without the prior written consent of AMD, which consent
shall not be unreasonably withheld. Compaq agrees to keep AMD informed of
the status of such defense, including, but not limited to, the expenses
associated with such defense.

C. Without prejudice to the foregoing warranty and indemnity, in case any of
the Products are held to constitute such infringement and the use of such
Product(s) is enjoined, AMD shall at its discretion and expense, either (i)
procure for Compaq the right to continue using the Product, (ii) modify such
Product so that it becomes non-infringing without adversely affecting
Compaq's specifications or requiring changes in the circuitry of Compaq's
equipment where such Product is used and provide Compaq with such non-
infringing Products in exchange for the infringing Products or if (i) or
(ii) are not possible, then (iii)

remove such Product and refund the purchase price and transportation costs
of such Products and reimburse Compaq for its reasonable expenses incurred
in procuring substitute product.

D. No rights to Compaq's or AMD's trademarks, trade names or brand names are
conferred, either expressly or by implication.

E. AMD represents and warrants that it will not assert any claim or action
against Compaq or it's customers that Compaq's or its customers' use of
Product for its intended purpose infringes any IPR of AMD, and AMD hereby
grants Compaq and its customers, mediate and immediate, an immunity from any
such claim or action.

F. Except for the rights specifically set forth elsewhere in Section 19 and
Section 20, the sale of Products by AMD does not convey any license by
implication, estoppel, or otherwise, under any patent claims covering
combinations of said Products with other devices or elements, or the process
or method of making such Products.

G. Compaq shall defend, at its expense, AMD from any claims resulting from
compliance of Products with Compaq's designs or custom specifications that
are implemented by AMD as specified by Compaq if such Compaq specified
implementation resulted in the claim of infringement of any patent,
copyright, trademark, or other proprietary right of a third party, and shall
pay all costs and damages awarded against AMD provided that Compaq is
promptly notified in writing and given authority, information and assistance
(at Compaq's expense) for the defense and compromise of same with counsel of
Compaq's choice. The foregoing states the entire liability of Compaq for
infringement of patent, copyright, trademark, or other proprietary rights of
a third party. The foregoing obligation shall only apply to such Product
that is sold to Compaq and shall not apply to any of such Product that AMD
may sell to any of its other customers. In addition, the foregoing shall not
apply to situations where the Compaq specified implementation was a result
of AMD's failure to provide Product that has full Microsoft Windows
Compatibility and Socket Compatibility.

H. If, as a result of and in the performance of AMD's obligations under this
Section 19, AMD's [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] such that AMD determines that
it is no longer [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION], then AMD may [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] by giving written notice to Compaq [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
prior to the date of termination, provided that such notice may be given no
earlier than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] following the Effective Date of this
Agreement.

20. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]

A. AMD [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] Compaq or Compaq's customers, either
directly or indirectly, [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] Compaq's or Compaq's
customers' [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] whether purchased from AMD or another
third party supplier; and/or [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] provided such
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] before or during the Term of this Agreement.

B. Compaq [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] AMD, AMD's authorized manufacturers, or
AMD's customers [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] that are [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
AMD's authorized manufacturers [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] provided such
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] before or during the Term of this Agreement. The
foregoing shall not be construed to be [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] with respect
to the combination of AMD's microprocessors [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
in a [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].

21. SPARES AVAILABILITY

A. Except where AMD has discontinued manufacture of Product as specified below
in Section 21.B, AMD shall make available for purchase by Compaq replacement
Products ("Spares"). Spares shall be available for purchase at least
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] after delivery of the last shipment of such
Product. Spares shall be of the latest revision.

B. AMD shall provide Compaq at least six (6) months written notice ("Notice
Period") that the manufacture of any Product will be discontinued by AMD.
Compaq may place Orders for such Product during the Notice Period at prices
set forth in this Agreement, and AMD shall deliver Product against such
Orders even if the Notice Period extends beyond the Term of this Agreement.
Compaq must take final delivery of this Product within [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] of the initial formal notification.

22. CAPACITY PLANNING

A. AMD agrees to review forecasts provided by Compaq and advise Compaq if AMD
anticipates that he will be unable to achieve the requested volumes.
Compaq's volume forecasts will be provided to AMD in accordance with Exhibit
A. AMD may from time to time request Compaq to review Compaq's forecast and
advise of any changes.

23. GRATUITIES

A. Each party represents that it has not offered nor given and will not offer
nor give any employee, agent, or representative of the other party any
gratuity with a view toward securing any business from the other party or
influencing such person with respect to the business between the parties.

24. INSURANCE AND STATUTORY OBLIGATIONS

A. If AMD's work under this Agreement or Orders issued hereunder require access
by AMD to any of Compaq's premises or the premises of any of Compaq's
customers or any location where Compaq conducts business, or with material
or equipment furnished by Compaq, AMD shall take all necessary precautions
to prevent the occurrence of any injury to persons or property during the
progress of such work and except to the extent that such injury is due
solely and directly to Compaq's acts or negligence, AMD shall indemnify
Compaq against all loss which may result in any way from any act or
negligence of AMD, its employees, servants, agents or subcontractors, and
AMD shall maintain such insurance as shall protect Compaq from said risks
and from any statutory liabilities whatsoever arising therefrom and shall
provide evidence of such insurance to Compaq upon request.

25. INDEMNIFICATION

AMD agrees to protect, defend, indemnify and save Compaq harmless from all
sums, costs and expense which Compaq may incur or be obliged to pay as a
result of any and all loss, expense, damage, liability, claims, demands,
either at law or in equity, of every nature whatsoever in favor of any
person, including both AMD's and Compaq's employees, resulting from any
personal injury or death caused by the use of any Product sold to Compaq by
AMD hereunder, but AMD shall be so liable only to the extent required by
applicable law and only where such claims, expenses, damages, or demands are
held by a court of law to be the result of Products provided by AMD
hereunder.

26. CONFIDENTIAL INFORMATION

A. Each party recognizes that it may have previously entered or will in the
future enter into various agreements with the other party which obligates it
to maintain as confidential certain information disclosed to it by the other
party. To the extent that such information or any further confidential
information (collectively referred to hereinafter as "Information") is
disclosed in furtherance of this Agreement or any Order issued hereunder,
such Information shall be so disclosed pursuant to the minimum terms and
conditions listed below; provided, however, such minimum terms and
conditions listed below shall in no way relieve the parties from any
obligation or modify such obligations previously agreed to in such other
agreements. Both parties agree that this Agreement and such other agreements
shall hereafter be considered as coterminous, and shall expire no earlier
than the date of expiration or termination of this Agreement.

B. Information disclosed that is considered in good faith by the disclosing
party as confidential and/or proprietary shall be clearly marked as
"Confidential" or "Proprietary". Information not easily marked, including
information orally disclosed, shall be summarized in writing and designated
confidential by the disclosing party within thirty (30) days of its
disclosure.

C. Both parties agree that the party receiving Information will maintain such
Information in confidence for a period of [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] from the
date of disclosure of such Information.

D. Each party shall protect the other party's Information to the same extent
that it protects it own confidential and proprietary information and shall
take all reasonable precautions to prevent unauthorized disclosure to third
parties.

E. The parties acknowledge that the unauthorized disclosure of such Information
will cause irreparable harm. Accordingly, the parties agree that the injured
party shall have the right to seek immediate injunctive relief enjoining
such unauthorized disclosure.

F. This provision shall not apply to information (1) known to the receiving
party at the time of receipt from the other party, (2) generally known or
available to the public through no act or failure to act by the receiving
party, (3) furnished to third parties by the disclosing party without
restriction or disclosure, (4) furnished to the receiving party by a third
party as a matter of right and without restriction on disclosure, or (5)
that is independently developed by the recipient.

G. Immediately upon termination of this Agreement or at the request of the
other party, each of the parties shall promptly return all materials in its
possession containing Information of the other party.

27. COUNTRY OF ORIGIN

A For each Product purchased under this Agreement, AMD shall furnish Compaq
with country of origin (manufacture), by quantity and part number (Compaq's
and AMD's) if necessary.

B. AMD agrees to provide necessary export documents and to facilitate export of
Product. AMD further agrees to assist Compaq's import of Product as
reasonably requested by Compaq.

28. PROPERTY FURNISHED BY BUYER

A. Any tools, drawings, specifications, or other materials furnished by Compaq
for use by AMD in its performance under this Agreement or any Order issued
hereunder shall be identified and shall remain the property of Compaq and
shall be used by AMD only in its performance hereunder. Such property shall
be delivered, upon request, to destination specified by Compaq in good
condition, except for normal wear and tear.

29. GENERAL

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

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

C. No action, except those regarding claims by third parties, or claims with
respect to patents, copyrights, trademarks or trade names or the
unauthorized disclosure of Confidential Information, regardless of form,
arising out of this Agreement may be brought by either party more than two
(2) years after the cause of action has arisen, or, in the case of non-
payment, more than two (2) years from the date the payment was due.

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

E. Each party hereby gives its assurance to the other party that it shall not
export, re-export or otherwise disclose, directly or indirectly, technical
data received from the other party or the direct product of such technical
data to any person or destination when such export, re-export or disclosure
is prohibited by the laws of the United States or regulations of a
Department of the United States.

F. The parties have requested that this Agreement and the documents relating
hereto be drawn up in the English language.

G. This Agreement is confidential to both parties. Neither party shall disclose
the existence of this Agreement to the public or any third party without the
prior written approval of both parties. Any public announcements or press
releases which relate to or reference this Agreement require the prior
written approval of both parties.

H. The entire Agreement between the parties is incorporated in this Agreement
and Appendices attached hereto, and it supersedes all prior discussions and
agreements between the parties relating to the subject matter hereof. This
Agreement can be modified only by a written amendment duly signed by persons
authorized to sign agreements on behalf of both parties, and shall not be
supplemented or modified by any course of dealing or trade usage. Variance
from the terms and conditions of this Agreement in any Order, or other
written notification from AMD or Compaq will be of no effect.

I. The construction, validity, and performance of this Agreement and any Order
issued under it shall be governed by the laws of the state of Texas, U.S.A.


IN WITNESS WHEREOF, THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE EXECUTED
THIS AGREEMENT.


For Compaq For AMD


/s/ Eckhard Pfeiffer 1/26/94 /s/ W.J. Sanders III 1/24/94
----------------------------- ------------------------------------
Signature (date) Signature (date)


Eckhard Pfeiffer W.J. Sanders III
----------------------------------- ------------------------------------
Name Name


President and CEO Chairman and CEO
-------------------------------- ------------------------------------
Title Title

EXHIBIT A

FORECAST & [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]

I. FORECAST

Int. Core Ext. Bus 1Q94 2Q94 3Q94 4Q94 Total

486SX 50 25 [CONFIDENTIAL INFORMATION OMITTED AND
486SX 66 33 FILED SEPARATELY WITH THE SECURITIES
486DX 50 25 AND EXCHANGE COMMISSION]
486DX 66 33
486DX 85 34
486DX 100 50/33.33

Total
Product Requirements:

1. Compaq and AMD will work together to ensure mutually agreeable
conversions [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] functionality and [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] functionality on all [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]. It is expected that [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] shall be
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] and have [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].

2. Full Microsoft Windows Compatibility and [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION].

3. All DX microprocessors above [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] require
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] write back cache.

II. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]

Int. Core Ext. Bus 1Q94 2Q94 Jly-Aug Sep-Dec

486SX 50 25 [CONFIDENTIAL INFORMATION OMITTED AND
486SX 66 33 FILED SEPARATELY WITH THE SECURITIES AND
486DX 50 25 AND EXCHANGE COMMISSION]
486DX 66 33
486DX* 85 34
486DX* 100 50/33.33
486DX 75 25
486DX 33 33
486DX 40 20

* Indicates 3.3v.

** AMD reserves the right to ship Sept.-Dec. production of [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] quantities in [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] provided sufficient
notice is given to Compaq.

EXHIBIT B

SPECIFICATION


AMD agrees that all Product shall conform to the applicable specification
for the Product. Compaq shall provide AMD with the applicable specification
and part number for the Product prior to issuing Orders for such Product.

EXHIBIT C

QUALITY AGREEMENT



AMD and Compaq will work together to ensure that AMD's quality process is
capable of mass production of Product in accordance with Compaq's World
Class Supplier Process(W.C.S.P.) specification, to assure cost, delivery and
flexibility.

EXHIBIT D

[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] AGREEMENT

I. PURCHASE ORDERS [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE
COMMISSION]

The following changes to [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] on existing
purchase orders may be made without cost or liability to Compaq.


NUMBER OF WEEKS PRIOR [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]

[CONFIDENTIAL INFORMATION
OMMITTED AND FILED
SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]

1H94 2H94 1995 & after 1H94 2H94 1995 & after

[CONFIDENTIAL INFORMATION 100%
OMITTED AND FILED 100%
SEPARATELY WITH THE
SECURITIES AND EXCHANGE 50% 100%
COMMISSION] 60%
25% 35% 50% 100% 100%
10% 50% 50% 100%
0 0 0 25% 33% 33%


II. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] REQUIREMENTS:


1Q94 2Q94 3Q94 4Q94 Total

486 Sx/33 [CONFIDENTIAL INFORMATION OMMITTED AND FILED
486 Sx2/50 SEPARATELY WITH THE SECURITIES AND EXCHANGE
486 Dx/33 COMMISSION]
486 Dx2/50
486 Dx2/66
486 Dx3/85
486 Dx3/100

TOTAL

* Applies only to [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] no later than the following calendar
quarter.