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                                                                   EXHIBIT 10.85

     Attached is the employment offer letter originally given to Mike Klayko by
Brocade Communications Systems, Inc. (the "Company") in connection with his
initial employment. Subsequent to such time, the Company has agreed with Mr.
Klayko that Mr. Klayko's title will be Chief Executive Officer, his base salary
will be $520,000, and his target bonus for fiscal year 2005 will be $390,000.
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                                 [BROCADE LOGO]

                                     BROCADE

November 1, 2002

Michael Klayko

Dear Michael,

As you know, Brocade Communication Systems, Inc. ("Brocade") and Rhapsody
Networks, Inc. ("Rhapsody") have executed an Agreement and Plan of
Reorganization (the "Merger Agreement") in which Brocade is to acquire Rhapsody
(the "Merger"). The closing of the Merger is currently scheduled to occur in
early 2003 (the "Closing Date").

On behalf of Brocade, I am pleased to offer you the position of Vice President.
This offer is contingent on the closing of the Merger and is subject to your
starting date of no later than the Closing Date.

Brocade is offering you an annual salary of $200,000, less applicable
withholding, in accordance with Brocade's normal payroll procedures. You will
also be eligible to participate in Brocade's Management By Objectives ("MBO")
Plan, at a rate of 40% of your annual salary, which provides for the payment of
cash bonuses tied to meeting established performance objectives and project
milestones. Please note that the MBO plan for Brocade's 2003 fiscal year will
be tied to the achievement of product delivery milestones as determined
by Brocade following the Closing Date. As an employee, you will Be entitled to
participate in the employee benefit plans currently and hereafter maintained by
Brocade of general applicability of other employees of Brocade. Brocade reserves
the right to cancel or change the benefit plans and programs it offers to its
employees at anytime.

Pursuant to the terms of the Merger, Brocade has agreed to convert your existing
restricted stock awards and options to purchase shares of Rhapsody common stock
into restricted stock awards and options to purchase shares of Brocade common
stock. You agree to be bound by the terms and conditions of the lockup
provisions applicable to your existing Rhapsody shares, options and restricted
stock awards as set forth in the Merger Agreement.

In addition, Brocade will recommend to its Board that you be granted a stock
option to acquire 250,000 shares of Brocade Common Stock as soon as practicable
following the Closing Date. The exercise price of each share subject to the
option will be equal to the fair market value of Brocade's Common Stock on the
grant date. Vesting of this option will commence upon your start of employment
and will be contingent on your continued service to Brocade. After your first
year of employment 25% of the shares will vest and thereafter, 1/48 of the
shares will vest on a monthly basis. Notwithstanding the foregoing, an
additional 25% of the shares subject to the option will vest one year after the
date of grant upon successful completion of agreed upon product deliverables
during 2003 as determined by Brocade in its reasonable discretion so that, if
such performance goals are met, 50% of the shares subject to the option will
vest one year after the date of grant and 1/48 of the shares will vest on
monthly basis thereafter. You agree to execute all agreements necessary to
effectuate this grant. The option grant shall be subject to the terms and
conditions of Brocade's Stock Option Plan and Stock Option Agreement, both of
which are incorporated herein by reference.

If your employment with Brocade terminates other than voluntarily or for "Cause"
(as defined below) within twelve (12 months of the Closing Date, and you sign
and do not revoke a standard release of claims with Brocade, you shall be
entitled to receive continuing payments of severance pay (less applicable
withholding taxes) at a rate equal to your base salary rate as then in effect,
for a period of twelve (12) months from the date of such termination, to be paid
periodically in accordance with Brocade's normal payroll policies.

                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                    1745 Technology Drive, San Jose, CA 95110
                          T 408.487.8000 F 408.487.8101

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For purposes of federal immigration law (Immigration Reform and Control Act of
1986), you are required to provide documentary evidence of your eligibility for
employment in the United States. Please bring the appropriate documentation, as
listed on the enclosed 1-9 Form, with you on your first day. Such documentation
must be provided to us within three (3) business days of your date of hire, or
our employment relationship with you may be terminated.

Please signify your acceptance of this offer by signing, below faxing a copy of
your signed offer letter, employment application, and background release forms
to (408) 392-5060 no later than 6pm, Monday, November 4th, 2002. Subsequently,
please forward your original documents to the attention of Stephanie Jensen, as
soon as possible.

Sincerely,
Brocade Communications Group, Inc.

/s/ Stephanie Jensen
    ----------------------------------
    Stephanie Jensen
    Vice President, Human Resources

I agree and accept employment with Brocade on the terms set forth in this
agreement.

/s/ Michael Klayko                                              11.4.02
    ----------------------------------                          --------------
    Michael Klayko                                              Date

We strive to ensure that our employees in the field receive prompt service; Erin
Wilkinson from Proview will be providing, you Benefits Enrollment information by
email. You may contact her with any benefit questions at (800) 835-0960 x 258.
In addition, if you have any Human Resources questions, please feel free to send
an email to HRHelp@brocade.com.

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                                 [BROCADE LOGO]

                                     BROCADE

Dear Michael Klayko:

In the event that (i) a Change of Control (as defined below) occurs and you are
subject to a Constructive Termination (as defined below) within one year after
the Change in Control; or (ii) your employment is terminated for any reason
other than for Cause (as defined below), you shall receive 50% vesting
acceleration of your remaining unvested initial option grant, 6 months continued
base salary, and 6 months (or less, if you and your covered dependents become
covered by the plans of another employer) of company - subsidized COBRA such
that you pay no more than a similarly situated active employee, in exchange for
a signed Separation Release and Agreement

For the purposes of this letter:

"Change of Control" shall mean the closing of (i) a consolidation or merger of
the Company with or into any other corporation or corporations in which the
holders of the Company's outstanding shares immediately before such
consolidation or merger, retain stock representing a majority of the voting
power of the surviving corporation of such consolidation or merger, or (ii) a
sale of all or substantially all of the assets of the Company.

"Constructive Termination" is defined as (i) a material reduction of your
duties, authority or responsibilities, (ii) any reduction in your title, (iii) a
reduction in your salary or bonus, as in effect immediately before the Change of
Control, or (iv) the relocation is more than 50 miles.

"Cause" shall mean (i) unauthorized use or disclosure of the confidential
information or trade secrets of the Company which is materially injurious to the
Company; (ii) any breach of this letter agreement, the Employment, Confidential
Information, Invention Assignment and Arbitration Agreement between you and the
Company, or any other agreement between you and the Company, if the breach is
materially injurious to the Company, (iii) conviction of, or a plea of "guilty"
or "no contest" to a felony under the laws of the United States or any state,
(iv) willful misconduct which is materially injurious to the Company; or (V)
gross negligence in the performance of duties assigned to you.

Sincerely

/s/ Greg Reyes
    ------------------------------------
    Greg Reyes
    Chief Executive Officer
    Brocade Communications Systems, Inc.

/S/ Michael Klayko
    ------------------------------------                     Date: 2/3/2003
    I agree and accept the terms set forth in this Change of Control with
    Brocade Communications Systems, Inc.

                      BROCADE COMMUNICATIONS SYSTEMS, INC.
                    1745 Technology Drive, San Jose, CA 95110
                 www.brocade.com T 408.333.8000 F 408.333.8101