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                                                                    Exhibit 10.4

                                                                          [LOGO]
                                                                         INRANGE

October 28, 2002

John R. Schwab
Vice President and CFO
Inrange Technologies Corporation
100 Mount Holly By-Pass
P.O. Box 440
Lumberton, NJ 08048-0440

Inrange Technologies Corporation (the "Company") agrees that you shall receive
the severance benefits set forth in this agreement (the "Agreement") in the
event that your employment is terminated due to a Change of Control.

      1. Term of Agreement. This Agreement will become effective on the date
hereof (the "Commencement Date") and shall continue in effect through the third
anniversary of the Commencement Date (the "Date of Expiration"). However, on
that initial Date of Expiration, and on each extended Date of Expiration
thereafter, the term of this Agreement will be extended automatically for one
additional year unless, not later than six (6) months prior to such Date of
Expiration, the Company gives written notice to you that it has elected not to
extend this Agreement. However, if a Change of Control occurs during the term of
this Agreement, this Agreement will continue in effect for thirty-six (36)
months beyond the end of the month in which the Change of Control occurred.

      2. Change of Control of the Company. No benefits will be payable under the
terms of this Agreement unless a Change of Control of the Company has occurred.
A "Change of Control" shall be deemed to have occurred if any "Person" (as
defined below), excluding for this purpose, the Company or any subsidiary of SPX
Corporation ("SPX") or the Company, any employee benefit plan of SPX, the
Company or of any subsidiary of SPX or the Company, or any entity organized,
appointed or established for or pursuant to the terms of any such plan which
acquires beneficial ownership of common shares of the Company, becomes the
"Beneficial Owner" (as defined below) of a sufficient percentage of the Class A
common stock of the Company such that SPX no longer retains a controlling
interest and voting control in the Company. For purposes of this Section 2, the
following terms shall have the meanings set forth below:

            (a) "Person" shall mean any individual, firm, limited liability
      company, corporation or other entity, and shall include any successor (by
      merger or otherwise) of any such entity.

            (b) "Affiliate" and "Associate" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
      under the Securities Exchange Act of 1934, as amended (the "Exchange
      Act").

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            (c) A Person shall be deemed the "Beneficial Owner" of and shall be
      deemed to "beneficially own" any securities:

                  (i) which such Person or any of such Person's Affiliates or
            Associates beneficially owns, directly or indirectly (determined as
            provided in Rule 13d-3 under the Exchange Act);

                  (ii) which such Person or any of such Person's Affiliates or
            Associates has (A) the right to acquire (whether such right is
            exercisable immediately or only after the passage of time) pursuant
            to any agreement, arrangement or understanding (other than customary
            agreements with and between underwriters and selling group members
            with respect to a bona fide public offering of securities), or upon
            the exercise of conversion rights, exchange rights, rights, warrants
            or options, or otherwise; provided, however, that a Person shall not
            be deemed the Beneficial Owner of, or to beneficially own,
            securities tendered pursuant to a tender or exchange offer made by
            or on behalf of such Person or any of such Person's Affiliates or
            Associates until such tendered securities are accepted for purchase
            or exchange; or (B) the right to vote pursuant to any agreement,
            arrangement or understanding; provided, however, that a Person shall
            not be deemed the Beneficial Owner of, or to beneficially own, any
            security if the agreement, arrangement or understanding to vote such
            security (1) arises solely from a revocable proxy or consent given
            to such Person in response to a public proxy or consent solicitation
            made pursuant to, and in accordance with, the applicable rules and
            regulations promulgated under the Exchange Act and (2) is not also
            then reportable on Schedule 13D under the Exchange Act (or any
            comparable or successor report); or

                  (iii) which are beneficially owned, directly or indirectly, by
            any other Person with which such Person or any of such Person's
            Affiliates or Associates has any agreement, arrangement or
            understanding (other than customary agreements with and between
            underwriters and selling group members with respect to a bona fide
            public offering of securities) for the purpose of acquiring,
            holding, voting (except to the extent contemplated by the proviso to
            subparagraph (c)(ii)(B), above) or disposing of any securities of
            the Company.

Any other provision of this Agreement to the contrary notwithstanding, a "Change
of Control" shall not include any transaction, above, where, in connection with
such transaction, you and/or any party acting in concert with you substantially
increase your, his or its, as the case may be, ownership interest in the Company
or a successor to the Company (other than through conversion of prior ownership
interests in the Company and/or through equity awards received entirely as
compensation for past or future personal services).

Further, any other provision of this Agreement to the contrary notwithstanding,
a "Change in Control" shall not include: (i) a distribution of the shares of
Class A common stock of the Company to the shareholders of SPX by dividend or
otherwise or (ii) one or

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more public offerings of the shares of Class A common stock of the Company
regardless of whether such shares are owned by SPX on the Commencement Date or
are authorized but unissued shares or treasury shares of the Company.

      3. Definitions. The following definitions shall be used in determining
whether, under the terms of Section 4 hereof, you are entitled to receive
Accrued Benefits and/or Severance Benefits:

            (a) Disability. "Disability" shall mean that, as a result of your
      incapacity due to physical or mental injury or illness, you shall have
      been absent from the full-time performance of your duties with the Company
      for at least six (6) consecutive months and, within thirty (30) calendar
      days after written notice of suspension is given, you shall not have
      returned to the full-time performance of your duties.

            (b) Retirement. "Retirement" shall mean your voluntary termination
      of your employment (other than for Good Reason, as defined below) at a
      time after you have reached age sixty-five (65).

            (c) Cause. "Cause" shall mean (i) your willful and continued failure
      to substantially perform your duties with the Company (other than any such
      failure resulting from Disability or occurring after issuance by you of a
      Notice of Termination for Good Reason), after a demand for substantial
      performance is delivered to you that specifically identifies the manner in
      which the Company believes that you have not substantially performed your
      duties, and after you have failed to resume substantial performance of
      your duties on a continuous basis within fourteen (14) calendar days after
      receiving such demand, (ii) you willfully engaging in conduct which is
      demonstrably and materially injurious to the Company, monetarily or
      otherwise, or (iii) your having been convicted of a felony which impairs
      your ability substantially to perform your duties with the Company. For
      purposes of this paragraph (c), no act, or failure to act, on your part
      shall be deemed "willful" unless done, or omitted to be done, by you not
      in good faith and without reasonable belief that your action or omission
      was in the best interest of the Company.

            (d) Good Reason. You shall be entitled to terminate your employment
      for Good Reason. For purposes of this Agreement, "Good Reason" shall mean,
      without your express written consent, the occurrence within three (3)
      years following a Change of Control of the Company of any one or more of
      the following:

                  (i) The assignment to you of duties inconsistent with your
            duties, responsibilities, and the status of your position as of the
            day prior to the Change of Control of the Company, or a reduction or
            alteration in the nature or status of your responsibilities from
            those in effect on the day prior to the Change of Control;

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                  (ii) A reduction by the Company in your base salary or in your
            most recent annual target incentive award opportunity as in effect
            on the date hereof or as the same shall be increased from time to
            time;

                  (iii) The Company's requiring you to be based at a location in
            excess of two hundred and fifty (250) miles from the location where
            you are currently based;

                  (iv) The failure by the Company to continue in effect the
            Inrange Technologies Corporation Savings and Stock Ownership Plan,
            the Inrange Technologies Corporation Supplemental Savings Plan (the
            "Supplemental Savings Plan"), the Inrange Technologies Corporation
            Executive EVA Incentive Compensation Plan (the "EVA Plan"), any
            plans substituted for the above adopted prior to the Change of
            Control, or any other of the Company's employee benefit plans,
            policies, practices or arrangements in which you participate, unless
            an equitable arrangement (embodied in an ongoing substitute or
            alternative plan) to provide similar benefits has been made with
            respect to such plan(s); or the failure by the Company to continue
            your participation therein (or in such substitute or alternative
            plan) on substantially the same basis, both in terms of the amount
            of benefits provided and the level of your participation relative to
            other participants, as existed as of the time of the Change of
            Control;

                  (v) The failure of the Company to reinstate your employment in
            full (in the same capacity that you were employed, or in a mutually
            agreeable capacity) in the event that your employment was suspended
            due to a Disability and, within three years, you request to be
            reinstated and are ready, willing, and able to adequately perform
            your employment duties;

                  (vi) The termination, replacement, or reassignment of
            twenty-five percent (25%) or more of the elected officers of the
            Company existing as of the day prior to a Change of Control, unless
            the officer is terminated due to death, Disability, or Retirement,
            or by the Company for Cause, or by the officer other than for Good
            Reason (all as herein defined);

                  (vii) The failure of the Company to obtain a satisfactory
            agreement from any successor to the Company to assume and agree to
            perform this Agreement, as contemplated in Section 5 hereof; and

                  (viii) Any purported termination by the Company of your
            employment that is not effected pursuant to a Notice of Termination
            satisfying the requirements of paragraph (f), below, and for
            purposes of this Agreement, no such purported termination shall be
            effective.

            Your right to terminate your employment pursuant to this paragraph
            (d) shall not be affected by your suspension due to Disability. Your
            continued employment shall not

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            constitute a waiver of your rights with respect to any circumstance
            constituting Good Reason hereunder.

            (e) Notice of Termination. Any termination by the Company for Cause
      or by you for Good Reason shall be communicated by Notice of Termination
      to the other party hereto. For purposes of this Agreement, a "Notice of
      Termination" shall mean a written notice which shall indicate the specific
      termination provision in this Agreement relied upon and shall set forth in
      reasonable detail the facts and circumstances claimed to provide a basis
      for termination of your employment under the provisions so indicated.

            (f) Date of Termination. "Date of Termination" shall mean the date
      specified in the Notice of Termination where required (but not less than
      thirty (30) calendar days following delivery of the Notice of Termination,
      except that termination for Cause may be effective immediately) or in any
      other case upon ceasing to perform services to the Company; provided that
      if within twenty (20) calendar days after any Notice of Termination one
      party notifies the other party that a dispute exists concerning the
      termination, the Date of Termination shall be the date finally determined
      to be the Date of Termination, either by written agreement of the parties
      or by a binding and final arbitration decision. In the event that a
      dispute exists concerning the Date of Termination, you shall continue to
      receive your full compensation (including participation in all benefit and
      insurance plans in which you were participating) in effect when the notice
      giving rise to the dispute was given, until the Date of Termination is
      finally determined. In such event, you will be required to reimburse the
      Company for all compensation received beyond the finally determined Date
      of Termination either by direct cash reimbursement within thirty (30)
      calendar days of resolving the conflict or by appropriately reducing your
      remaining benefits to be received under the terms of this Agreement.

            (g) Earned Bonus Amount. For any year for which the EVA Plan is in
      effect prior to the year during which a Change of Control occurs, your
      "Earned Bonus Amount" means your Declared Bonus for that year (as
      determined under the EVA Plan) multiplied by a fraction the numerator of
      which is your Bonus Award Earned for that year (as determined under the
      EVA Plan) and the denominator of which is your Available Bonus for that
      year (as determined under the EVA Plan). For the year during which a
      Change of Control occurs and any subsequent year, your "Earned Bonus
      Amount" means your Declared Bonus for that year (as determined under the
      EVA Plan).

      4. Compensation Upon Termination Following a Change of Control.

            (a) Accrued Benefits. In the event that your employment is
      terminated for any reason during the term of this Agreement, following a
      Change of Control of the Company (as defined in Section 2 herein), you
      shall receive your Accrued Benefits through the Date of Termination. For
      purposes of this Agreement, your "Accrued Benefits" shall include the
      following:

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                  (i) All base salary for the time period ending with your Date
            of Termination, at the rate in effect at the time Notice of
            Termination is given or on the Date of Termination if no Notice of
            Termination is required;

                  (ii) A bonus payment equal to one hundred percent (100%) of
            the greater of (A) your target bonus for the year in which the Date
            of Termination occurs, prorated based upon the ratio of the number
            of months (full credit for a partial month) you were employed during
            that bonus year to the total months in that bonus year, and (B) your
            Earned Bonus Amount for the year in which the Date of Termination
            occurs, calculated as if the Date of Termination were the end of
            that year for purposes of the EVA Plan;

                  (iii) A cash equivalent of all unused vacation to which you
            were entitled through your Date of Termination;

                  (iv) Reimbursement for any and all monies advanced in
            connection with your employment for reasonable and necessary
            expenses incurred by you on behalf of the Company for the time
            period ending with your Date of Termination;

                  (v) Any and all other cash earned through the Date of
            Termination and deferred at your election or pursuant to any
            deferred compensation plan then in effect;

                  (vi) All other amounts to which you are entitled under any
            compensation or benefit plan, program, practice or policy of the
            Company in effect as of the Date of Termination; and

                  (vii) The payments provided for in paragraphs (i), (ii),
            (iii), (iv) and (v), above, shall be made not later than the tenth
            (10th) business day following the Date of Termination; provided,
            however, that if the amounts of such payments cannot be finally
            determined on or before such day, the Company shall pay to you on
            such day an estimate, as determined in good faith by the Company, of
            the minimum amount of such payments and shall pay the remainder of
            such payments (together with interest at the rate provided in
            Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as
            amended (the "Code")) as soon as the amount thereof can be
            determined but in no event later than the thirtieth (30th) calendar
            day after the Date of Termination. In the event that the amount of
            the estimated payments exceeds the amount subsequently determined to
            have been due, such excess shall constitute a loan by the Company to
            you payable on the tenth (10th) business day after demand by the
            Company (together with interest at the rate provided in Section
            1274(b)(2)(B) of the Code).

            (b) Severance Benefits. In the event that your employment is
      terminated during the term of this Agreement following a Change of Control
      of the Company (as described in Section 2 herein), unless your termination
      is (i) because of your death, Disability, or Retirement; (ii) by the
      Company for Cause; or (iii) by you other than for

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      Good Reason, you shall receive, in addition to your Accrued Benefits, the
      Severance Benefits. For purposes of this Agreement, your "Severance
      Benefits" shall include the following:

                  (i) Your annual base salary at the rate in effect immediately
            prior to the Change of Control of the Company or, if greater, at the
            rate in effect at the time Notice of Termination is given, or on the
            Date of Termination if no Notice of Termination is required,
            multiplied by one and one-half (1.5);

                  (ii) (A) The full amount of your individual Bonus Bank balance
            under the EVA Plan (or any successor plan) and (B) an amount equal
            to one and one-half (1.5) times the greatest of (I) the highest of
            your Earned Bonus Amounts for the three (3) years immediately
            preceding the year in which the Date of Termination occurs (the
            "Year of Termination") or (II) your target bonus under the EVA Plan
            (or any successor plan) for the Year of Termination or (III) your
            Earned Bonus Amount for the Year of Termination, calculated as if
            the Date of Termination were the end of that year for purposes of
            the EVA Plan;

                  (iii) For a one and one-half (1.5)-year period after your Date
            of Termination, the Company will arrange to provide to you the same
            health care coverage you had prior to your termination, at the
            Company's expense, which includes, but is not limited to, hospital,
            surgical, medical, dental, and dependent coverages. Health care
            benefits otherwise receivable by you pursuant to this subparagraph
            (iii) shall be reduced to the extent comparable benefits are
            actually received by you from a subsequent employer during the one
            and one-half (1.5)-year period following your Date of Termination,
            and any such benefits actually received by you shall be reported to
            the Company. Any period of continuation coverage provided under this
            subparagraph (iii) shall run concurrently with any period of
            continuation coverage available under the Consolidated Omnibus
            Budget Reconciliation Act of 1985;

                  (iv) For a one and one-half (1.5)-year period after your Date
            of Termination, the Company will arrange to provide to you, at the
            Company's expense, life insurance coverage in the amount of two (2)
            times your base salary in effect at your Date of Termination and, at
            the end of the one and one-half (1.5)-year period, for the remainder
            of your life the Company will provide to you life insurance coverage
            in the amount of your base salary in effect at your Date of
            Termination;

                  (v) Under the Supplemental Savings Plan, you will receive a
            cash lump sum payment of the full balance (vested and unvested);

                  (vi) Each stock option which you have been granted by the
            Company and which is not yet vested shall become immediately vested
            and exercisable and shall continue to be exercisable for the lesser
            of (A) two (2) years following your Date of Termination or (B) the
            time remaining until the originally designated

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            expiration date, unless a longer exercise period is provided for in
            the applicable plan or award agreement;

                  (vii) Any contractual restrictions placed on any shares of
            restricted stock which you have been awarded pursuant to the Inrange
            Technologies Corporation 2000 Stock Compensation Plan shall lapse as
            of your Date of Termination;

                  (viii) If any portion of the Severance Payments (in the
            aggregate, "Total Payments") will be subject to the golden parachute
            "Excise Tax" imposed by Section 4999 of the Code, the Company shall
            pay to you an additional amount (the "Gross-Up Payment") such that
            the net amount retained by you after deduction of any Excise Tax
            (including any related penalties and interest) on the Total Payments
            (but not any federal, state, or local income tax on the Total
            Payments), and any federal, state, and local income tax and Excise
            Tax (including any related penalties and interest) on the Gross-Up
            Payment, shall be equal to the Total Payments. The determination of
            whether any Excise Tax will be imposed and of the amount of the
            Gross-Up Payment will be made by tax counsel selected by the
            Company's independent auditors and acceptable to you. For purposes
            of determining whether any of the Total Payments will be subject to
            the Excise Tax and the amount of such Excise Tax, (A) any other
            payments or benefit received or to be received by you in connection
            with a Change of Control of the Company or your termination of
            employment (whether pursuant to the terms of this Agreement or any
            other plan, arrangement, or agreement with the Company) shall be
            treated as "parachute payments" within the meaning of Section
            280G(b)(2) of the Code, and all "excess parachute payments" within
            the meaning of Section 280G(b)(1) shall be treated as subject to the
            Excise Tax, unless in the opinion of such tax counsel such other
            payments or benefits (in whole or in part) do not constitute
            parachute payments, or such excess parachute payments (in whole or
            in part) represent reasonable compensation for services actually
            rendered within the meaning of Section 280G(b)(4)(B) of the Code,
            and (B) the value of any noncash benefits or any deferred payment or
            benefit shall be determined by the Company's independent auditors in
            accordance with the principles of Sections 280G(d)(3) and (4) of the
            Code. For purposes of determining the amount of the Gross-Up
            Payment, you shall be deemed to pay federal income taxes at the
            highest marginal rate of federal income taxation for the calendar
            year in which the Gross-Up Payment is made and state and local
            income taxes at the highest marginal rates of taxation in the state
            and locality of your residence (at the time at which the Gross-Up
            Payment is made) as effective for the calendar year in which the
            Gross-Up Payment is made, net of the maximum reduction in federal
            income taxes which could be obtained from deduction of such state
            and local taxes.

            The payments provided for in this subparagraph (viii) shall be made
            not later than thirty (30) calendar days following your Date of
            Termination; provided, however, that if the amounts of such payments
            cannot be finally determined on or before such day, the Company
            shall pay to you on such day an estimate, as determined in

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            good faith by such tax counsel, of the minimum amount of such
            payments and shall pay the remainder of such payments (together with
            interest at the rate provided in Section 1274(b)(2)(B) of the Code)
            as soon as the amount thereof can be determined but in no event
            later than sixty (60) calendar days after your Date of Termination.
            In the event that the amount of the estimated payment exceeds the
            amount subsequently determined to have been due, such excess shall
            constitute a loan by the Company to you payable on the twentieth
            (20th) calendar day after demand by the Company (together with
            interest at the rate provided in Section 1274(b)(2)(B) of the Code).
            Notwithstanding the foregoing, the sixty (60) day period for
            deferment of the Gross-Up Payment shall not preempt or otherwise
            eliminate your right to receive any other payments to which you are
            entitled under this subparagraph or otherwise under the terms of
            this Agreement and to receive additional Gross-Up Payments based on
            such additional payments pursuant to this subparagraph;

                  (ix) To the full extent permitted by law, the Company shall
            indemnify you (including the advancement of expenses) for any
            judgments, fines, amounts paid in settlement and reasonable
            expenses, including attorneys' fees, incurred by you in connection
            with the defense of any lawsuit or other claim to which you are made
            a party by reason of being or having been an officer, director or
            employee of the Company or any of its subsidiaries. In addition, you
            will be covered by director and officer liability insurance to the
            maximum extent that such insurance maintained by the Company from
            time to time covers any officer or director (or former officer or
            director) of the Company;

                  (x) You will be entitled to receive outplacement services, at
            the expense of the Company, from a provider reasonably selected by
            you;

                  (xi) The Company also shall pay to you all legal fees and
            expenses incurred by you as a result of such termination of
            employment (including all such fees and expenses, if any, incurred
            in contesting or disputing any such termination or in seeking to
            obtain or enforce any right or benefit provided by this Agreement or
            in connection with any tax audit or proceeding to the extent
            attributable to the application of Section 4999 of the Code to any
            payment or benefit provided hereunder); and

                  (xii) The payments provided in paragraphs (i) and (ii), if a
            lump sum is elected, and (v), above, shall be made not later than
            the tenth (10th) business day following the Date of Termination,
            provided, however, that if the amounts of such payments cannot be
            finally determined on or before such day, the Company shall pay to
            you on such day an estimate, as determined in good faith by the
            Company, of the minimum amount of such payments and shall pay the
            remainder of such payments (together with interest at the rate
            provided in Section 1274(b)(2)(B) of the Code) as soon as the amount
            thereof can be determined but in no event later than the thirtieth
            (30th) day after the Date of Termination. In the event that the
            amount of the estimated payments exceeds the amount subsequently
            determined

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            to have been due, such excess shall constitute a loan by the Company
            to you payable on the tenth (10th) business day after demand by the
            Company (together with interest at the rate provided in Section
            1274(b)(2)(B) of the Code). As all of the payments referenced in the
            first sentence of this subparagraph (xiii) are included for purposes
            of determining the Gross-Up Payment, the thirty (30)-day period
            identified above shall not preempt or otherwise eliminate your right
            to receive any other payments to which you are entitled under the
            terms of this Agreement and to receive additional Gross-Up Payments
            based on such additional payments.

            (c) Any provision in this Agreement to the contrary notwithstanding,
      if a Change of Control occurs and if your employment with the Company is
      terminated within six (6) months prior to the date on which the Change of
      Control occurs, and if you reasonably demonstrate that such termination of
      employment (i) was at the request of a third party who has taken steps
      reasonably calculated to effect the Change of Control, (ii) otherwise
      arose in connection with or anticipation of the Change of Control, or
      (iii) would not have occurred or would be less likely to have occurred if
      the Change of Control were not anticipated, then for all purposes of this
      Agreement the termination of your employment shall be deemed to have
      occurred following the Change of Control.

            (d) You shall not be required to mitigate the amount of any payment
      provided for in this Section 4 by seeking other employment or otherwise,
      nor shall the amount of any payment provided for in this Section 4 be
      reduced by any compensation earned by you as the result of employment by
      another employer after your Date of Termination, or otherwise, with the
      exception of a reduction in your insurance benefits as provided in Section
      4(b)(iii).

      5. Successors; Binding Agreements.

            (a) The Company will require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company or of any
      division or subsidiary thereof employing you to expressly assume and agree
      to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had
      taken place. Failure of the Company to obtain such assumption and
      agreement prior to the effectiveness of any such succession shall be a
      breach of this Agreement and shall entitle you to compensation from the
      Company in the same amount and on the same terms to which you would be
      entitled hereunder if you terminated your employment for Good Reason
      following a Change of Control, except that for purposes of implementing
      the foregoing, the date on which any such succession becomes effective
      shall be deemed your Date of Termination.

            (b) This Agreement shall inure to the benefit of and be enforceable
      by your personal and legal representatives, executors, administrators,
      successors, heirs, distributees, devisees, and legatees. If you should die
      while any amount would still be payable to you hereunder if you had
      continued to live, all such amounts, unless otherwise

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      provided herein, shall be paid in accordance with the terms of this
      Agreement, to your devisee, legatee or other designee or, if there is no
      such designee, to your estate.

      6. No Funding of Benefits. Nothing herein contained shall require or be
deemed to require the Company to segregate, earmark, or otherwise set aside any
funds or other assets to provide for any payments to be made hereunder. Your
rights under this Agreement shall be solely those of a general creditor of the
Company. However, in the event of a Change of Control, the Company may deposit
cash or property, or both, equal in value to all or a portion of the benefits
anticipated to be payable hereunder into a trust, the assets of which are to be
distributed at such times as are otherwise provided for in this Agreement and
are subject to the rights of the general creditors of the Company.

      7. Withholding of Taxes. The Company may withhold from any amounts payable
under this Agreement all federal, state, city, or other taxes as legally shall
be required.

      8. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement.

      9. Miscellaneous. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and such officer as may be specifically designated by
the Company. The validity, interpretation, construction, and performance of this
Agreement shall be governed by the laws of the State of New Jersey.

      10. Employment Rights. This Agreement shall not confer upon you any right
to continue in the employ of the Company or its subsidiaries and, except to the
extent that benefits may become payable under Section 4, above, shall not in any
way affect the right of the Company or its subsidiaries to dismiss or otherwise
terminate your employment at any time and for any reason with or without cause.

      11. No Vested Interest. Neither you nor your beneficiaries shall have any
right, title or interest in any benefit under this Agreement prior to the
occurrence of all of the events specified herein as necessary conditions to such
right, title or interest.

      12. Prior Agreements. This Agreement contains the understanding between
the parties hereto with respect to severance benefits in connection with a
Change of Control of the Company and supersedes any prior such agreement between
the Company (or any predecessor of the Company) and you. If there is any
discrepancy or conflict between this Agreement and any plan, policy and program
of the Company regarding any term or condition of severance benefits in
connection with a Change of Control of the Company, the language of this
Agreement shall govern.


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<PAGE>



      13. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

      14. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

      15. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in accordance
with the rules of the American Arbitration Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.
However, you shall be entitled to seek in court specific performance of your
right, pursuant to Section 3(f), above, to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.

                                       12


<PAGE>



If this letter properly sets forth our agreement on the subject matter hereof,
date, sign and return to the Company the enclosed copy of this letter, will then
constitute our agreement on this subject.

                                             Sincerely,

                                             INRANGE TECHNOLOGIES CORPORATION



                                             By /S/ John B. Blystone
                                             ------------------------------

Agreed to this 31st day of October 2002.



By /S/ John R. Schwab
-------------------------
John R. Schwab

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