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                                                                   Exhibit 10.48

                             OEM PURCHASE AGREEMENT

                                 by and between

                             HEWLETT-PACKARD COMPANY

                                       and

                      BROCADE COMMUNICATIONS SYSTEMS, INC.

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                             OEM PURCHASE AGREEMENT

         THIS AGREEMENT (the "Agreement") is entered into between
         HEWLETT-PACKARD COMPANY, a Delaware corporation ("HP") and BROCADE
         COMMUNICATIONS SYSTEMS, INC., a Delaware corporation, having its
         principal place of business at 1745 Technology Drive, San Jose,
         California 95110, and Brocade Communications Switzerland SarL., a
         corporation organized under the laws of Geneva, and having its
         principal place of business at 29 Route de l'Aeroport, Case Postale
         105, CH-1215, Geneva 15, Switzerland, (collectively "Supplier")
         ("Supplier"), effective as of December 16, 2002, (the "Effective
         Date"). The parties hereby agree as follows:

1.       SCOPE OF AGREEMENT

         1.1      General. This Agreement specifies the terms and conditions
                  under which Supplier will sell, license, and support the OEM
                  Products listed in Exhibit (A) to this Agreement. The OEM
                  Products are regarded as "Original Equipment Manufacturer"
                  products that will either be sold separately or incorporated
                  into HP Products for resale worldwide under HP's private label
                  or [*] under Supplier's label, as set forth herein. The OEM
                  Products and the HP Products will be marketed, serviced, and
                  supported by HP's field organization and channel partners,
                  subject to the marketing, service, and support obligations of
                  Supplier pursuant to this Agreement.

         1.2      Eligible Purchasers. This Agreement enables HP [*] to purchase
                  OEM Products from Supplier under the terms of this Agreement
                  or any subsequent Product Addendum. The terms and conditions
                  of this Agreement will control and take precedence over any
                  conflicting terms in a Product Addendum unless a subsequently
                  executed OEM Product addendum specifically refers to and
                  amends a term of this Agreement.

         1.3      Term Of Agreement. This Agreement will commence as of the
                  Effective Date and continue for a two-year period (the
                  "Term"), unless terminated earlier under the terms of this
                  Agreement. [*] This Agreement may be terminated at the end of
                  the initial Term or at the end of any subsequent renewal
                  period if one party provides the other at least [*] prior
                  written notice of its intent to terminate.

         1.4      [*] Volume. [*] in this Agreement [*] HP to purchase any [*]
                  quantity of OEM Products. This Agreement sets forth the terms
                  and conditions during the Term which govern Orders and
                  acknowledgments for OEM Products. Any Order or acknowledgment
                  or other legally binding volume commitment for Product which
                  is entered during the Term will remain governed by this
                  Agreement notwithstanding expiration or termination of this
                  Agreement for any reason. Unless otherwise agreed, if HP
                  fails, for any reason or no reason, to purchase committed
                  volume, Supplier's sole and exclusive remedy will be to [*],
                  except that HP will have [*] within which to purchase Product
                  at the then current volume

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                  rate and pricing then in effect. In no event will HP be liable
                  for [*]; provided that Supplier may invoice HP Supplier's
                  customary [*] if HP fails to comply with Section 3.9; and
                  provided further that HP will remain obligated to pay amounts
                  due and owing under Sections 4.2 and 4.3.

2.       DEFINITIONS

         The following capitalized terms will have these meanings throughout
         this Agreement:

         2.1      "Days" means business days.

         2.2      "Delivery Date" means the date specified in an Order for the
                  delivery of OEM Products by Supplier to the destination

                  required under the Order.

         2.3      "Documentation" means the user and technical manuals and other
                  documentation that Supplier will make available with the OEM
                  Products.

         2.4      [*]

         2.5      "E-Room" means that secure, password-protected web application
                  accessible by Supplier and HP that indicates all transaction
                  activity of OEM Products between Supplier and HP under this
                  Agreement.

         2.6      "Failure" means an instance where the OEM Product does not
                  conform to specifications in Exhibit (A) or contains a defect
                  in workmanship, materials, or design that prevents the OEM
                  Product from fully performing as set forth in Exhibit (A).

         2.7      "Forecast" means HP's estimate, submitted to Supplier in
                  writing, of its stocking requirements for OEM Products
                  (including, without limitation, Parts) over a six-month period
                  or such other period designated by the parties.

         2.8      [*] OEM Product unit(s) is confirmed upon HP's publication to
                  the E-Room of an SAP 411 movement-type transaction indicating
                  such unit conversion.

         2.9      "HP Products" means those products or systems that will
                  incorporate or be distributed in conjunction with the OEM
                  Products and that will be marketed and sold to end-user
                  customers by HP and its distributors.

         2.10     "HP Property" means all property, including without
                  limitation, models, tools, equipment, copies of designs and
                  documentation and other materials that may be furnished to
                  Supplier by HP or on HP's behalf or separately paid for by HP
                  for

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                  use by Supplier in connection with this Agreement.

         2.11     "Intellectual Property Rights" means all rights in patents,
                  copyrights, moral rights, trade secrets, mask works, Marks,
                  and other similar rights.

         2.12     "Lead Time" means the time between the date an Order is
                  received by Supplier and the [*].

         2.13     "Marks" means the trademarks, service marks, trademark and
                  service mark applications, trade dress, trade names, logos,
                  insignia, symbols, designs, or other marks identifying a party
                  or its products.

         2.14     "Noncomplying Product" means any OEM Product received by HP
                  that does not comply with the Specifications as set forth in
                  Exhibit (A) or does not otherwise comply with the requirements
                  of an Order as set forth in Section 3.1 herein, and the
                  provisions of this Agreement. Noncomplying Products include,
                  without limitation, dead-on-arrival products.

         2.15     "OEM Products" means the products listed in Exhibit (A), all
                  related Documentation, Software licenses and media, Parts, and
                  other deliverables provided pursuant to this Agreement.

         2.16     "Orders" means a written or electronic purchase order or
                  release issued by HP to Supplier for purchase of the OEM
                  Products.

         2.17     "Parts" means the replacement parts (FRUs), components,
                  consumables, or other products that are to be supplied under
                  this Agreement or that may be supplied in conjunction with or
                  as additions to the OEM Products.

         2.18     "Product Addendum" means an addendum to this Agreement entered
                  into between Supplier and an Eligible Purchaser naming
                  additional OEM Products and product specific requirements in
                  addition to those requirements specified in this Agreement.

         2.19     "Shipment Date" means the date confirmed by Supplier to HP
                  regarding a particular Order for the shipment of OEM Products
                  by Supplier to the destination required under the Order.

         2.20     [*] means those [*] as listed in Exhibit (B) to which Supplier
                  shall deliver OEM Products as ordered by HP under this
                  Agreement and more particularly in Exhibit (J) attached
                  hereto.

         2.21     "Software" means any software or firmware included, bundled,
                  or licensed in

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                  conjunction with the OEM Products, as listed in Exhibit (A).
                  The Software described herein is licensed and not sold.

         2.22     "Specifications" means the technical and functional
                  requirements for the OEM Products as specified or referenced
                  in Exhibit (A) or as agreed to in writing by the parties.

         2.23     "[*] Level" means the actual [*] [*] level to be maintained at
                  each designated [*] for a given planning period which shall be
                  [*] to the then-current [*] , subject to the limitation in
                  Section 3.5 below.

         2.24     [*].

         2.25     "Subsidiary" means an entity controlled by or under common
                  control with a party to this Agreement, through ownership or
                  control of more than 50% of the voting power of the shares or
                  other means of ownership or control, provided that such
                  control continues to exist.

         2.26     "Support" means ongoing maintenance and technical support for
                  the OEM Products provided by Supplier to HP as more fully
                  described in Exhibit (D).

         2.27     "Technical Information" means Supplier's information and
                  technology necessary to support OEM Products and to exercise
                  any other rights provided under this Agreement, specifically
                  including, without limitation, Supplier's [*] technology
                  deemed necessary by HP to support OEM Products and to exercise
                  any rights provided under this Agreement, including, but not
                  limited to: (i) specifications, software, schematics, designs,
                  drawings or other materials pertinent to the most current
                  revision level of manufacturing of the OEM Products; (ii)
                  copies of all inspection, [*] procedures and any other work
                  processes; (iii) supplier history files; (iv) support
                  documentation; and (v) any additional technical information or
                  materials listed in this Agreement.

         2.28     "Technical Materials" means any production software [*] of OEM
                  Products.

3.       ORDER, SHIPMENT, AND INVENTORY OF OEM PRODUCTS

         3.1      Orders. Each delivery of OEM Products to [*] will be initiated
                  by [*] [*] [*] Order issued to Supplier by HP. Each Order will
                  include: (i) unit quantity; (ii) shipping destination; (iii)
                  Delivery Date; and (iv) other instructions or requirements
                  pertinent to the Order. HP may schedule regular intervals for
                  deliveries by an appropriate Order setting forth the
                  intervals. To the extent of any inconsistency between the
                  terms of an Order and the terms of this Agreement, the

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                  terms specified in this Agreement will control and take
                  precedence. Any additional terms contained in Orders or
                  Supplier's Order acknowledgements shall not be binding unless
                  accepted by the other party in writing. At the end of each
                  month, Supplier will [*] [*] of OEM Products [*] [*] . HP's
                  world-wide and site management teams shall participate in
                  periodic [*] management meetings with Supplier to discuss [*]
                  acceptable [*] and [*] on hand. HP and Supplier shall make [*]
                  efforts to implement a system that provides on line inventory
                  [*] visibility, and engage [*] . Supplier shall implement a
                  buffer stock of [*] of FGI based on HP's forecast ("Buffer
                  Stock"). In the event that HP draws upon the Buffer Stock
                  faster than forecasted, replenishment of the Buffer Stock
                  shall be subject to a minimum lead time of [*].

         3.2      Order Acknowledgment. An Order will be deemed to have been
                  placed as of the date of receipt of the Order by Supplier.
                  Supplier will promptly confirm the receipt of an Order either
                  electronically or by facsimile transmission within Forecasts
                  and Lead Time requirements of this Agreement either
                  electronically or by facsimile to HP within [*]. For Orders
                  exceeding Forecast, Supplier will have [*] in which to reject
                  the Order with respect to the excess. If an HP Order exceeds
                  the Forecast or shortens the Lead Time, Supplier will use its
                  [*] efforts to fill such excess or accommodate such shorter
                  Lead Time.

         3.3      Emergency Orders. If HP deems it necessary, HP may order OEM
                  Products by facsimile on an emergency basis ("Emergency
                  Order") subject to the availability of such OEM Products in
                  Supplier's inventory. Supplier will use its [*] efforts to
                  ship the Emergency Order to HP's designated Eligible
                  Purchaser(s) [*] upon receipt of such Emergency Order by
                  Supplier. Subject to HP's approval, HP will pay [*] related to
                  such Emergency Orders.

         3.4      Forecasts. HP will provide a [*] rolling Forecast monthly of
                  its projected Orders [*] [*] , to be provided to Supplier
                  between the eleventh and fifteenth day of the month preceding
                  the month applicable to such Forecast. Any quantities listed
                  in any Forecast or other correspondence between the parties
                  are [*]. HP may [*] revise any such Forecasts, provided that
                  such revisions occur at least [*] prior to the projected Order
                  Shipment Date.

         3.5      Lead Time. Lead Time for each OEM Product within the
                  then-current Forecast unit volume will be no more than [*]
                  without prior written consent from HP. Lead Time for FRU
                  products within the then-current Forecast unit volume from
                  Supplier to the designated HP global service support
                  organization will be no more than [*] . Notwithstanding the
                  foregoing, Lead Time specifically and only for OEM Product
                  units ordered by HP under [*] order will be no more than [*]
                  as measured from the date of shipment.

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         3.6      [*]. Pursuant to the terms and conditions of the Agreement,
                  Supplier will maintain [*] the obligation [*] [*]. HP's
                  payment obligation and transfer of title to HP for such OEM
                  Products shall occur [*] [*] of such OEM Product units [*] .
                  Under the terms and conditions set forth in Exhibit (J) of the
                  Agreement, Supplier will [*] [*] HP's Order requirements as
                  defined by the most current HP forecast. Supplier will [*] [*]
                  to support the flexibility plan outlined in order changes. If
                  [*], Supplier will use [*] efforts to [*] Additionally,
                  Supplier will [*] to maintain the then-current required
                  Stocking Level of inventory for each [*]. Supplier will ship
                  ordered OEM Products to HP-designated [*]; however, HP may
                  request [*] changes [*].

         3.7      [*] Level Requirements. Supplier shall deliver the
                  then-current [*] Level volumes to the [*] locations as [*]
                  specified in the [*] which shall apply ([*] as specified in
                  advance by HP). Supplier may make [*] shipments of OEM
                  Products or ship [*] units to the [*].

         3.8      Product Supply Assurance. Supplier agrees that, during the
                  Term of the Agreement and specifically in the event of any
                  allocated OEM Product status initiated or experienced by
                  Supplier, Supplier will [*] give all HP Orders no less order
                  fulfillment and shipping [*] than that given to Supplier's [*]
                  with [*] volumes of OEM Products, with such allocation to be
                  made on a [*] between HP and Supplier's other [*].

         3.9      [*] Inventory
                  (a) In the event any OEM Product unit(s) shall [*] [*] for
                  greater than [*], then, upon [*] notification from [*] of [*]
                  request to [*] will, within [*] [*] receipt of [*] notice,
                  elect to either [*] [*] of such units [*] [*] , or [*] at [*])
                  of the units from the [*] [*].

                  (b) In the event [*] does not confirm its intent to [*] such
                  units within [*] of receipt of [*] notice, such units shall be
                  deemed [*] [*] [*].

                  (c) [*] of OEM Product units [*] [*] from the [*] under this
                  Section shall be at [*] [*].

         3.9      Order Changes. HP may, [*] any Order within Forecast, subject
                  to the following Order increase limitations: [*] permissible
                  [*] increase in Forecast; [*] permissible [*] increase in
                  Forecast; and [*] permissible [*] increase in Forecast. In the
                  event HP increases any Order, Supplier will use [*] efforts to
                  fulfill such Order for the Delivery Date requested by HP.

         3.10     Shipment Requirements. Supplier will give HP [*] notice if it
                  [*] or [*] that it will

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                  not meet a Delivery Date or that only a portion of the OEM
                  Products will be available for shipment to meet a Delivery
                  Date. For partial shipments, Supplier will ship the available
                  OEM Products unless directed by HP to reschedule shipment. If
                  Supplier ships any OEM Product by a method other than as
                  specified in the corresponding Order, [*] will [*] in the [*]
                  of freight. Upon [*] by the parties, [*] may utilize [*]
                  options to any HP-designated delivery destination in the same
                  manner as delivered [*] unless otherwise [*] by the parties.
                  If HP designates a [*] location outside the country in which
                  the Order is placed, [*] agrees to pay [*] associated with the
                  shipment.

         3.11     Meeting Delivery Dates. If due to Supplier's failure to make a
                  timely shipment, the specified method of transportation would
                  not permit Supplier to meet the Delivery Date, the OEM
                  Products affected will be shipped by air transportation or
                  other expedient means [*]. [*] will [*] for any resulting [*]
                  in the freight cost [*] that which [*] would have been
                  required [*] by the specified method of transportation.

         3.12     Title And Risk Of Loss. Title to OEM Product hardware and
                  media ordered under this Agreement and risk of loss or damage
                  for each OEM Product unit will pass from [*] upon [*] of such
                  unit(s) [*] the designated [*] or upon [*] of product [*] , as
                  more fully described in Exhibit (J) attached hereto.

         3.13     Packing List. Each delivery of OEM Products to HP must include
                  a packing list that contains at least:
                  (a)      The Order number and the HP part number;

                  (b)      The quantity of OEM Products or Parts shipped; and,

                  (c)      The date of shipment.

         3.14     Packaging. Supplier must preserve, package, handle, and pack
                  all OEM Products as specified in Exhibit (A-3).

         3.15     Responsibility For Damage. [*] will be liable for any loss or
                  damage due to its failure to properly preserve, package,
                  handle, or pack OEM Products in accordance with Exhibit (A).
                  In order to assert a claim against Supplier under the
                  provisions of this Section 3.17, HP will not be required to
                  first assert any claims for such loss or damage against the
                  common carrier involved. Further, HP will not be liable for
                  any loss or damage due to a release of chemicals or other
                  hazardous materials to the environment prior to Supplier's
                  release of the corresponding OEM Product to the designated
                  carrier.

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4.       PRICES AND PAYMENT TERMS

         4.1      OEM Product Pricing and Discounts. Supplier's prices for the
                  OEM Products and Parts are listed in Exhibit (C), payable in
                  U.S. currency unless otherwise agreed, and may not be [*]
                  without [*] consent. All OEM Products (including Parts and
                  Software) under this Agreement shall be subject to [*]
                  adjustment, to be agreed between the parties as follows, and
                  [*] [*]) [*] for the duration of the Term(s) of this
                  Agreement. Supplier and HP agree to initiate in [*] pricing
                  discussions beginning upon the [*] of the the-current [*] for
                  pricing for each such successive [*] . In general, the [*] [*]
                  [*]. The [*] will be [*] determined by [*] and determined in
                  good faith based upon [*], [*], and other relevant factors to
                  the business model.

         4.2      Changed Prices. Subject to the terms and conditions of Section
                  4.5 below, if during the Term and any extensions thereof, [*]
                  or [*] are put in effect by mutual agreement of HP and
                  Supplier, or reduced prices or price formulas are otherwise
                  put in effect by Supplier, then [*] or [*] (if resulting in
                  [*] than the then [*]) [*] to all Orders accepted by Supplier
                  after the [*] of such [*] or [*] and to all [*] Orders.

         4.3      Payment Procedure. Payment for OEM Products will be net [*]
                  after [*] of each OEM Product unit(s) [*] [*]. No invoice may
                  be dated earlier than date of Delivery. Any [*] will be
                  calculated from the same date. Payment will be in U.S.
                  currency unless otherwise stated. [*] will not be liable for
                  any [*] related to or [*] for unordered or Noncomplying
                  Products provided that [*] does not [*] such unordered or
                  Noncomplying Product(s).

         4.4      Offset. With respect to any payment, reimbursement or other
                  amount owed by Supplier to HP under this Agreement, [*] may
                  [*] any such amount [*] against any amount then [*] or to be
                  [*] (including amounts to be [*] under future invoices) by [*]
                  to [*] under this Agreement or any other agreement.

         4.5      [*] Warranty. If during the Term or any extensions thereof,
                  Supplier provides a [*] or [*] to [*] with [*] terms and
                  conditions and [*] volumes of OEM Products or newer OEM
                  Products as set forth in Section 10.3 herein (with such [*]
                  volumes as measured over Supplier's most recent [*]), then
                  Supplier agrees to offer such [*] or [*] [*] to the third
                  party. Supplier agrees to fulfill its obligations in this
                  Section in good faith and further agrees that it will not
                  create any [*] or other conditions that serve to deny [*] the
                  [*] of its [*]. In addition, [*] may [*] any amounts due under
                  this Agreement against future invoices.

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         4.6      Sales Taxes And Duties. Prices are [*] of all taxes or duties
                  imposed after [*] of the respective OEM Product units (other
                  than taxes levied on [*] income) that [*] may be required to
                  collect or pay upon shipment of the OEM Products. [*] shall be
                  responsible for all such taxes or duties imposed on OEM
                  Products before[*]. Any taxes or duties applicable to [*]
                  under this Section 4.5 must appear as a separate item on
                  Supplier's invoice. HP agrees to [*] such taxes or duties
                  unless HP is [*] from such taxes or duties. Where applicable,
                  HP will provide Supplier with an exemption resale certificate
                  or other proof of exemption. In the event that Supplier is
                  later assessed by any taxing authority taxes, which are the
                  legal obligation of HP, HP will [*] [*] Supplier for such
                  taxes or duties [*] by Supplier. This clause shall survive the
                  termination of the Agreement.

5.       NONCOMPLYING PRODUCTS

         5.1      Repair Or Replacement. HP's acceptance of each OEM Product
                  unit shall occur upon [*] of such unit(s) unless HP notifies
                  Supplier in writing sent by mail, facsimile, or other
                  electronic means within [*] after [*] that such OEM Product
                  unit is a Noncomplying Product. Supplier shall [*] or [*] (at
                  [*]) each such Noncomplying Product pursuant to the warranty
                  provisions under Article (9) herein. HP may [*], subject to
                  the provisions of Article (18) below, to return a Noncomplying
                  Product for replacement or repair at [*]. Determination of
                  whether to repair or replace such Noncomplying Products will
                  be at Supplier's sole option. Additionally, HP may return for
                  repair or replacement an entire lot of OEM Products if a
                  tested sample (consisting of not less than [*]) of that lot
                  contains greater than [*] Noncomplying Products. In the event
                  of an overshipment, HP may elect to keep the additional units,
                  subject to the payment procedures in Section 4.3.

         5.2      Replacement and Repair Period. Supplier will return the
                  replacement or repaired OEM Products as soon as possible but
                  in no event later than [*] after receipt of the Noncomplying
                  Product from HP. Supplier's opportunity to cure any failure to
                  meet such deadline, pursuant to Article (18) below, will apply
                  to only [*] such breaches per [*] during the Term.

6.       RETURN OF PRODUCTS

         6.1      Return Materials Authorization. All OEM Products returned by
                  HP to Supplier must be accompanied by a Return Materials
                  Authorization ("RMA"). Supplier will issue an RMA for OEM
                  Products for which HP has verified Failure within

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                  [*] of HP's request.

         6.2      Return Charges. All Noncomplying Products returned by HP to
                  Supplier within the respective warranty period for each OEM
                  Product, and all replacement or repaired OEM Products shipped
                  by Supplier to HP to replace Noncomplying Products will be at
                  [*], including [*] ([*] for replacement or repaired OEM
                  Products).

         6.3      Duty To Remove Marks Or Destroy Noncomplying Products.
                  Supplier agrees not to sell, transfer, distribute, or
                  otherwise convey any part, component, product, or service
                  bearing or incorporating HP Marks, part numbers, or other
                  identifiers, including any HP packaging, copyrights, or code
                  (that are human-readable and physically appear thereon) to any
                  party other than to Eligible Purchasers. Supplier will remove
                  from all rejected, returned, or unpurchased OEM Products any
                  such HP Marks or identifiers, even if such removal would
                  require destruction of the OEM Products. Supplier further
                  agrees not to represent that such OEM Products that are
                  Noncomplying Products are built for HP or to HP
                  specifications. Supplier will [*] [*] [*], or [*] [*] as a
                  result of Supplier's breach of its obligations under this
                  Section 6.3.

7.       ENGINEERING PROCESS OR DESIGN CHANGES

         7.1      Supplier Proposed Changes. Supplier will not, [*] (which such
                  consent shall not be unreasonably withheld), make or
                  incorporate in OEM Products any of the following changes
                  (collectively, "Engineering Changes"):

                  (1)      Process or design changes affecting form, fit, or
                           function;

                  (2)      [*], or;

                  (3)      Process step discontinuances affecting: (a) the
                           electrical performance, mechanical form, fit, or
                           function, or software compatibility that affects
                           form, fit, or function; and (b) the environmental
                           compatibility or chemical characteristics, or the [*]
                           of OEM Products.

         7.2      Notice Of Proposed Change. Supplier will give HP notice of any
                  proposed Engineering Change, and will provide evaluation
                  samples and other appropriate information as specified by HP
                  at least [*] prior to the first scheduled release of any OEM
                  products involving a

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                  change to the respective firmware that would affect OEM
                  Product form, fit, or function, and at least [*] prior to the
                  first proposed shipment of any OEM Products involving any
                  other Engineering Change. Regardless of whether HP approves a
                  proposed Engineering Change, Lead Time will not be changed
                  except as provided in Section 3.4 above.

         7.3      Request for Enhancement. HP proposed changes and enhancement
                  requests will be reviewed, as appropriate, by the [*] teams of
                  Supplier. Where [*] and [*] by HP and Supplier, such changes
                  will be implemented in the [*] or as otherwise specifically
                  agreed.

         7.4      HP Proposed Changes. HP may change HP-supplied drawings,
                  designs, [*] [*] prior to [*] of corresponding released OEM
                  Products. Any such change will be phased in upon a date and
                  upon terms [*]. If any such change [*] affects the prices or
                  delivery schedules of OEM Products, [*] [*] [*] will be made
                  provided that Supplier makes a [*] claim for an adjustment
                  within [*] from the date HP gives notice to Supplier of the
                  change and HP agrees [*] to the adjustment.

         7.5      Option To Terminate. If the parties are [*], acting reasonably
                  and in good faith, upon an adjustment pursuant to Section 7.3
                  above, [*] may without any liability terminate this Agreement
                  as to any OEM Products affected, subject to the terms and
                  conditions of Article (24) herein.

         7.6      Safety Standard Changes. Supplier will [*] give notice to HP
                  if any upgrade, substitution, or other change to an OEM
                  Product is required to make that product meet applicable
                  safety standards or other governmental statutes, rules,
                  orders, or regulations, even those that are not defined as
                  Engineering Changes in Section 7.1 above. All affected OEM
                  Products [*], [*], either be [*] for upgrade to current
                  revisions or upgraded by Supplier [*] pursuant to the
                  procedures outlined in Section 10.4 below. If an OEM Product
                  meets applicable safety standards and other governmental
                  requirements at the time of manufacture, HP and Supplier will
                  [*] of any subsequent upgrade, substitution, or other required
                  change required in an [*] based on good faith discussions
                  between the parties. If such discussions render no [*]
                  solution, the parties may either mutually agree to escalate
                  the matter to their respective vice presidents or general
                  managers, as applicable, or in the alternative, [*].

         7.7      Technical Cooperation. Subject to the confidentiality
                  provisions in Article (21) below, during the term of the
                  Agreement, the parties will discuss architecture and explore
                  the possibilities for technically integrating Supplier and HP
                  products. Each party will designate a technical representative
                  to lead these discussions as well as to address other
                  technical issues relating to the product enhancements and

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                  co-marketing alliance. Supplier agrees to share and review
                  with HP engineers the following for current and future
                  products (which such information shall not be unreasonably
                  withheld or delayed):

                  (a)      [*];

                  (b)      [*] information necessary for HP [*] efficiently;

                  (c)      [*] information necessary for HP [*] problems;

                  (d)      [*] issues and resolution for such items, and;

                  (e)      New product features and quarterly roadmap.

8.       QUALITY

         8.1      Quality Programs. Supplier agrees to maintain [*] quality
                  program for all OEM Products. Supplier's program will be in
                  accordance with the current version of [*], and if applicable,
                  any additional or substitute quality requirements agreed to by
                  the parties in writing. Supplier will, upon HP's request,
                  provide to HP copies of[*].

         8.2      HP's Right To Inspect. Supplier grants HP the right to inspect
                  (upon reasonable notice and during normal business hours) [*],
                  the OEM Products and all associated [*]. [*] may be inspected
                  at any time during the Term or any extensions thereof. HP's
                  inspection may be for any reason [*] related to this
                  Agreement, including to assure Supplier's compliance with HP's
                  requirements. HP's right of inspection will apply as well[*].
                  Supplier will inform [*] of HP's right to inspect, and, if
                  necessary, use all reasonable efforts to secure such rights
                  for HP.

9.       WARRANTIES

         9.1      Product Warranties. Supplier represents and warrants to HP
                  that, for a period of [*] months from the date of [*] for each
                  hardware OEM Product unit (excluding SFP's) and [*] for each
                  Software and [*] OEM Product, that all OEM Products under this
                  Agreement will:

                  (1)      Be manufactured, processed, and assembled by Supplier
                           or by companies under Supplier's direction;

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                  (2)      Conform to the then-current Specifications and other
                           criteria referred to in this Agreement or agreed to
                           by the parties in writing;

                  (3)      Be new, except as otherwise provided by the parties;

                  (4)      Conform strictly to the requirements of all Orders as
                           set forth under the terms and conditions of this
                           Agreement;

                  (5)      Be free from defects in design, material, and
                           workmanship;

                  (6)      [*].

         9.2      OEM Product [*] Warranties. Supplier represents and warrants
                  with regard to all OEM Products (including Software and
                  Documentation to the extent included with, licensed, or
                  distributed in conjunction with OEM Products) that, subject to
                  the terms and conditions of Article (15) herein, not to
                  Supplier's reasonable knowledge, violate or infringe any third
                  party Intellectual Property Rights and Supplier warrants that
                  it is not aware of any facts upon which such claim could be
                  made. If Supplier learns of any claim or any facts upon which
                  claim could be made, it will promptly notify HP of such
                  information.

                  Notwithstanding the foregoing, a breach of this Section 9.2 in
                  no way constitutes a material breach of the Agreement. If
                  Supplier breaches this intellectual property warranty, HP may
                  immediately [*] and may immediately cancel any unfilled
                  accepted Orders without liability, such remedies being in
                  addition to any other remedies provided by this Agreement, or
                  otherwise available to HP under law or equity, subject to the
                  limitation of liability in Article (23) below. If a U.S.
                  District Court or any court worldwide adjudges that Product,
                  or any item or part thereof, infringes any United States
                  Patent or any patent worldwide, irrespective of whether
                  further right of appeal lies available to Supplier, or if
                  Product or use is enjoined at any stage of the proceedings,
                  any unfilled Accepted Orders [*] without liability for HP.
                  Supplier will have responsibility and is obligated for a
                  breach of the foregoing warranty to the extent that any
                  Product is used in an infringing system and the Product does
                  not have a substantially non-infringing use.

         9.3      Warranty Periods. All warranties set forth in Sections 9.1 and
                  9.2 above will [*] payment by HP. The warranties set forth in
                  Sections 9.1(2) and 9.1(5) are effective upon Delivery, are
                  continuing, and will remain in effect for the longer of
                  Supplier's normal warranty period or as stated in Exhibit (H)
                  following acceptance of the OEM Product. All warranties set
                  forth in Section 9.2 are effective at Delivery, are
                  continuing, and will remain in effect [*].

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         9.4      Software and Documentation Warranty. If Product includes or
                  constitutes Software, Supplier provides additional warranties,
                  and warrants Software and related Documentation as set forth
                  in Exhibit (I).

         9.5      Services and Support Warranty. Supplier warrants that all
                  Services and Support will be provided in a professional and
                  workmanlike manner by competent, experienced personnel
                  possessing suitable expertise in the subject matter.

         9.6      Compliance with Applicable Law. [*] warrants that it will
                  comply with Applicable Law in its performance under this
                  Agreement.

         9.7      Warranty Exclusions. The warranties specifically set forth in
                  Section 9.1(1-5) will not apply to any OEM Product or Parts to
                  the extent such OEM Product or Parts: (i) have been improperly
                  installed, repaired, altered, or otherwise modified (other
                  than by Supplier or Supplier's authorized Subcontractors);
                  (ii) have been subjected to misuse, abuse, negligence or
                  accident; (iii) have been used in a manner contrary to
                  Specifications or Supplier's written instructions or
                  Documentation; (iv) are comprised of materials provided or a
                  design stipulated by HP and not approved by Supplier in
                  writing or; (v) are used Product or Parts (to the extent HP
                  may have waived Section 9.1 in a particular instance), and do
                  not cover normal wear and tear.

         9.8      DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
                  SUPPLIER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
                  REGARDING PRODUCT INCLUDING MERCHANTABILITY AND FITNESS FOR
                  ANY PARTICULAR PURPOSE.

         9.9      [*] Warranty. In addition to the warranties specified above,
                  Supplier warrants to HP all OEM Products [*] against [*] for a
                  period of [*] after [*] of such OEM Product unit. An [*]
                  means:

                  (a)      unit failures that (i) are caused by [*] failure or
                  defect, provided that such failure or defect is attributable
                  to Supplier, and (ii) [*] [*] of the [*] (as listed in Exhibit
                  (H), Section 4.1), [*] [*] [*] , or;

                  (b)      the occurrence of more than one failure classified as
                  a Hazard Class (2) or higher safety incident defined as (i) a
                  [*] condition that is likely to produce [*] bodily injury or
                  property damage and is likely to occur after a single event,
                  or (ii) a noncompliance event involving a safety-related
                  standard, license, or testing agency evaluation, or;

                  (c)      any known problem which, in HP's [*] subject to
                  Supplier's concurrence (which such concurrence shall not be
                  unreasonably withheld or delayed) creates a

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                  significant risk to the health or safety of individuals who
                  operate the OEM Product or to the continuous business
                  operations of companies or organizations that employ the OEM
                  Product for an intended or reasonably foreseeable use.

10.      SUPPORT SERVICES

         10.1     General. Supplier will provide trained HP support personnel
                  with Support for the OEM Products as specified in Exhibit (D).
                  Supplier will maintain such number of qualified personnel as
                  is necessary to provide timely and knowledgeable maintenance
                  and support service in accordance with the terms and
                  conditions of Exhibit (D). Supplier warrants that all Support
                  will be provided in a professional and workmanlike manner. HP
                  will provide direct maintenance and support to HP's customers
                  with respect to the use of the OEM Product as distributed with
                  HP Products. Supplier and HP will maintain and support each
                  OEM Product distributed by HP for [*] and [*] after the date
                  of last Shipment Date by Supplier to [*] [*] of each OEM
                  Product unit. HP acknowledges that Supplier may independently
                  offer and provide support services to OEM Product customers;
                  however, in no event may Supplier use HP Confidential
                  Information or HP Property to direct or provide such support
                  without HP's prior consent. Response times and problem
                  classification for the OEM Products are as set forth in
                  Exhibit (D).

         10.2     New HP Products. Upon request by HP, Supplier will use
                  reasonable efforts to provide HP with the OEM Products adapted
                  for use with new releases of HP Products within timeframes and
                  at such additional costs, if any, to be negotiated by the
                  parties, provided that HP makes available to Supplier such HP
                  Property as may be reasonably necessary for Supplier to
                  develop any adaptation.

         10.3     New Product Supply Assurance. Supplier agrees that, during the
                  term of the Agreement and any extensions thereof, any such
                  newer products will be made available to HP for shipment [*]
                  the [*] date made [*] by Supplier to [*] with [*] volumes of
                  OEM Products (as measured over Supplier's most recent [*]),
                  and shall be made available to HP in [*] quantity to
                  accommodate all HP Orders within Forecast designating such
                  newer products. In the event of any allocated OEM product
                  status initiated by Supplier, Supplier will [*] give all HP
                  Orders [*] and [*] than that given to Supplier's [*] with [*]
                  volumes of OEM Products (as measured over Supplier's most
                  [*]), with such [*] to be made on a [*] between HP and
                  Supplier's [*].

         10.4     HP Property. HP may, at HP's sole election, provide to
                  Supplier HP Property under the terms of an HP Equipment Loan
                  Agreement attached as Exhibit (E) to this Agreement, solely
                  for use in Supplier's manufacturing, testing, adapting and

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                  supporting the OEM Products. All HP Property will be clearly
                  segregated from Supplier's property and identified as the sole
                  property of HP. HP Property may not be transferred, assigned,
                  loaned or otherwise encumbered in any way. HP Property may be
                  provided to third parties for fulfillment of Supplier's
                  obligations hereunder only upon HP's prior written consent. HP
                  property will be returned to HP, [*], upon termination of this
                  Agreement.

         10.5     Substitute Products. If Supplier develops any generally
                  available products that are to replace the OEM Product(s) or
                  that are the same or substantially similar to the OEM Products
                  available under this Agreement, HP will have the right to
                  substitute the newer products at [*] as the substantially
                  similar OEM Products for all subsequent purchases under this
                  Agreement. Such substitute products must be compatible with
                  the current version of the OEM Products.

         10.6     Failure Rate. Notwithstanding that the warranties given in
                  Section 9.1 above apply to [*] of the hardware components of
                  OEM Products, Supplier and HP acknowledge that a failure rate
                  equivalent to the rates as measured over [*] set forth in
                  Section 4.1 of Exhibit (H) is expected. If the actual failure
                  rate for OEM Products exceeds this expected rate, Supplier
                  will provide additional engineering and technical support
                  needed to bring the actual failure rate within the specified
                  failure rate.

         10.7     Class Failure Remedies. Upon the occurrence of any of the
                  following events: (i) a failure rate exceeding[*]; (ii) [*];
                  or (iii) a safety standard change under Section 7.5 above
                  (each referred to as a "Class Failure"), HP will have the
                  following additional remedies for a [*] period after [*] of
                  such OEM Product unit(s):

                  (1)      In the event of a Class Failure, Supplier will use
                           its reasonable efforts to provide a initial root
                           cause analysis, failure analysis, and corrective
                           action plan to HP no later than [*] following the
                           receipt of the Class Failure part. HP will make
                           available such information and assistance as
                           reasonably required to allow Supplier to conduct its
                           root cause analysis and provide its corrective action
                           plan.

                  (2)      If, after review of the root cause analysis and
                           corrective action plan, [*] determines in its [*]
                           opinion that the Class Failure necessitates [*] may
                           then elect to have the OEM products: (i) returned to
                           Supplier for repair or replacement; (ii) repaired or
                           replaced by Supplier in the field; or (iii) repaired
                           or replaced by HP in the field, including products in
                           distributor inventory and HP's installed base. [*]
                           perform a field repair, [*] the appropriate
                           replacement OEM products, spares, or upgrades [*]

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                           and will, within [*] after completion[*]. Supplier
                           will give such OEM products, spares, or upgrades
                           Supplier's [*] [*] [*].

         10.8     Survival Of Support Obligations. Supplier's maintenance and
                  support obligations specified in this Article (10), and in the
                  Support Terms in Exhibit (D) will run for the Term and any
                  additional periods under Section 1.3 above and will continue
                  for a period of [*] after the date of last Shipment Date by
                  Supplier to [*] [*] of each OEM Product unit. This obligation
                  includes, without limitation, making necessary Parts available
                  to HP as further provided in the Support Terms.

11.      OBSOLESCENCE AND MANUFACTURING RIGHTS

         11.1     [*] Rightst. In the event HP becomes entitled to terminate
                  this Agreement [*] in accordance with Article (20) hereunder,
                  then Supplier shall [*] [*] to [*] purchase orders [*] OEM
                  Products at the [*] [*] Supplier can demonstrate to HP's
                  reasonable satisfaction that its performance is no longer
                  impaired. This Section is not intended to [*] [*] a
                  royalty-free license to use, manufacture, sell or import the
                  Products. Instead, it is intended to permit [*] [*] Products
                  [*] [*] in limited circumstances; under such circumstances,
                  [*] will [*] [*] [*] set forth hereunder for the OEM Products
                  ordered pursuant to this Section.

         11.2     [*] Rights. Subject to the terms and conditions of this
                  Agreement and specifically that of Section 19.1 below,
                  Supplier acknowledges its obligation to manufacture, supply,
                  and support the OEM Products [*]. If, however, after [*] of
                  such products, Supplier seeks to discontinue the supply or
                  support of any OEM Product (a "Discontinued Product"),
                  Supplier will give notice to HP no less than [*] in advance of
                  the last date the Discontinued Product can be ordered. After
                  receipt of notice of discontinuance, HP may, at its option:

                  (1)      [*] [*] [*] [*] as set forth in [*] above if during
                           [*] such product discontinuance event occurs, or;

                  (2)      In accordance with the terms and conditions of this
                           Section 11.2, place orders for any demand during the
                           [*] of such notice for delivery of Discontinued
                           Products prior to the end of the notice period. To
                           the extent that such orders exceed HP's previous
                           Forecast for such Discontinued Products, the orders
                           shall be non-cancelable. Supplier shall accept only
                           forecasted orders in the [*] of the stated notice
                           period, and such orders shall be non-cancelable. All
                           shipments must be completed prior to the end-of-life
                           date stated in such notice by Supplier to HP above,
                           or;

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                  (3)      Subject to the terms and conditions of Section 11.3
                           below, [*].

         11.3     HP's Right [*]. In the event of: (i) an uncured breach by
                  Supplier of this Agreement as defined in Sections 20.2 (3),
                  (4), and (5) that causes a cessation in the supply of OEM
                  Products to HP (and such cessation is not due to a force
                  majeure event as described in Article (19)) and; (ii) as part
                  of the Resolution Process outlined in Section 20.5, HP
                  demonstrably showing that the [*] available to HP under
                  Sections 11.1 and 11.2 above are [*]. In evaluating the extent
                  to which an [*]," [*] shall consider without restriction: (1)
                  the time required to implement [*], (2) the cost of
                  implementing the [*], and (3) the risks involved in
                  implementing [*]. If [*] will be [*] for a period of [*] and
                  thereafter subject to a [*] at a [*] approximately [*] to
                  the[*].

                  11.3.1   Supplier will furnish to HP all [*] relating to the
                  Discontinued OEM Product at Supplier's [*] within [*] after HP
                  has notified Supplier of HP's exercise of its rights under
                  this Section 12.2. HP will [*] on such [*] within [*] after
                  receipt of Supplier's invoice or receipt of such [*],
                  whichever is later. If HP [*] to obtain possession of any such
                  [*] [*] [*] Supplier's invoice.

                  11.3.2   Supplier will furnish to HP within [*] after HP's
                  written request, the names and addresses of [*]. Supplier will
                  use [*] efforts to enable HP to [*].

                  11.3.3   Supplier will furnish to HP [*] [*] deemed necessary
                  [*] to service and support the Discontinued OEM Product.

                  11.3.4   Supplier will [*] it may have with third parties [*]
                  Discontinued OEM Product.

         11.4     Consulting Services. In support of [*] or other services
                  provided to HP herein, Supplier will, upon HP's request,
                  provide additional consulting services at the rate of [*],
                  plus [*].

12.      TRAINING

         12.1     Technical Training. Supplier will provide to HP [*] technical
                  training classes for HP technical personnel. The schedule for
                  such classes will be as mutually agreed in writing by the
                  parties, with the first of such training provided by Supplier
                  no later than [*] before FCS (first customer shipment) for
                  each respective OEM Product. Each class provided by Supplier
                  under this Section will accommodate at least [*] HP personnel,
                  and will be made available at Supplier's designated training
                  site in San Jose, California. At HP's sole election and upon
                  not less than

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                  [*] advance notice to Supplier, after the first training class
                  is provided by Supplier, Supplier will provide the [*] [*] [*]
                  [*]. All such training provided by Supplier will be [*].
                  Supplier will maintain a designated training contact for HP
                  learning products personnel, and will provide technical
                  support to an HP trainer for the first [*] classes taught by
                  HP utilizing the training provided hereunder by Supplier. HP
                  may further request and Supplier will provide, for up to [*]
                  HP technical personnel, additional training [*] as reasonably
                  necessary to inform HP personnel of each upgraded, enhanced,
                  or new version of the OEM Products. Other training (including
                  without limitation Supplier's Educational Services technical
                  training) will be provided upon mutually agreed terms and
                  conditions.

         12.2     Presales Training. Supplier will provide to HP no later than
                  [*] before FCS for each respective OEM Product, presales
                  training at Supplier's San Jose, California facility
                  sufficient to cover up to [*] HP trainers in order to allow HP
                  to become fully familiar with the OEM Product and its market.
                  Such training will be [*]. HP may further request and Supplier
                  will provide additional training [*] as reasonably necessary
                  to inform up to [*] HP personnel of each upgraded, enhanced,
                  or new version of the OEM Products.

         12.3     HP's Rights in Training Classes and Materials. Subject to the
                  provisions of Article (21) herein, HP may [*] [*] under this
                  Agreement (excluding Supplier's Educational Services classes,
                  methods, and materials). None of the training materials
                  provided [*] by Supplier to HP under this Article (12) may be
                  offered for resale by HP to HP's Customers. Supplier will
                  provide all such presales training and technical training
                  materials to HP no later than [*] before FCS for each
                  respective OEM Product.

13.      MARKETING AND LICENSING

         13.1     Marketing and Distribution. HP will have the authority to
                  market the OEM Products and the HP Products containing the OEM
                  Products to the extent it deems appropriate and in its [*].
                  Without limiting the generality of the foregoing sentence,
                  nothing in this Agreement shall be construed or interpreted to
                  place a [*] obligation upon HP with respect to marketing or
                  distributing the HP Products or OEM Products or to preclude HP
                  from independently developing, purchasing, licensing, or
                  marketing any product which performs the same or similar
                  function as the OEM Products. HP will have the right to use
                  its own business and license terms for all marketing and
                  distribution of the OEM Products and HP Products. HP will take
                  all reasonable steps to describe OEM Products accurately.

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         13.2     Distribution Rights. For so long as HP has the right to
                  distribute any of Supplier's OEM products by virtue of any
                  then-current agreement between HP and Supplier, Supplier [*]
                  [*] the OEM Products or any other OEM products that perform
                  the same or similar functionality; provided that nothing in
                  this Section 13.2 shall be construed to prevent Supplier from
                  [*] [*] [*] [*] [*] , or; (ii) [*] to whom Supplier has [*]
                  [*]. For purposes of this Section 13.2, an [*] is any person
                  or entity who purchases the OEM Product[*].

         13.3     Sales and Marketing Activity. During the Term of this
                  Agreement and any extension(s) thereof, Supplier shall, upon
                  request of HP, deliver to HP [*] sales, training, product,
                  educational, and marketing collateral intended by Supplier for
                  use in the distribution, sale, or marketing of the OEM
                  Products. All such collateral content intended by Supplier for
                  use with the OEM Products shall be developed by Supplier and
                  provided to HP in electronic form. All such collateral and
                  related sales activity from or by Supplier, its employees,
                  agents, and subcontractors (excluding Supplier's current and
                  future indirect channels of distribution that are resellers,
                  service bureaus, third party distributors, or third party OEMs
                  (any of which who are neither owned nor controlled in whole or
                  in part by Supplier) which in turn sell or distribute the OEM
                  Products to End Users), which is intended by Supplier for [*]
                  shall be first coordinated through the HP-designated business
                  contact as listed in Exhibit (G) attached hereto [*], before
                  Supplier may direct any such collateral or sales activity to
                  such HP customers.

         13.4     POS Data. For the term of the Agreement, HP shall provide to
                  Supplier, on a monthly basis, "Point of Sale Data" relative to
                  the OEM Products. Within [*] after the end of each calendar
                  month, HP shall provide a Point of Sale Data report covering
                  the sales during that month. For the purposes of this
                  Agreement, "Point of Sale Data" shall refer [*] to: the
                  geographic location, separated by country internationally and
                  by zip code domestically, of each of the OEM Products sold by
                  HP (as determined by the "ship to" address); the HP Product
                  Number identification for each of the Products sold; and the
                  total number of the Products sold. [*] provide the Point of
                  Sale Data. Such Point of Sale Data shall be deemed
                  Confidential Information subject to the provisions of Article
                  21 (Confidentiality) of the Agreement. This Point of Sale Data
                  shall only be used for [*]. Supplier will destroy the provided
                  data as soon as its legal obligation to maintain it is
                  fulfilled.

         13.5     Software License. Supplier hereby grants to HP, under
                  Supplier's Intellectual Property Rights, a non-exclusive,
                  worldwide, license to use, display, distribute, import, and
                  disclose the Software both separately and in combination, in
                  object code format only, and only for use in conjunction with
                  the support and distribution of OEM Products or associated HP
                  Products. The license grant under this Section 13.5 includes
                  the right of HP to sublicense distributors, resellers, and

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                  other third parties solely to the extent necessary to allow HP
                  to distribute and support the OEM Products and associated HP
                  Products through HP's distribution and support channels. The
                  rights granted to HP under this Section 13.5 also include the
                  right of End Users to continue use of the Software in
                  conjunction with the operation of the OEM Products so long as
                  they are not in breach of the HP End-User license agreement
                  issued with the particular OEM Product(s), and HP shall retain
                  the license set forth above for the sole purpose of assisting
                  End-Users with the maintenance and support of the OEM
                  Products. The rights granted in this Section 13.5 shall also
                  apply to all subsequent versions or revisions of the Software
                  that are provided to HP either at no charge or for a fee, as
                  described in Exhibit (C), whether generally or privately
                  released, including all bug fixes, error corrections, updates,
                  enhancements, license keys, or minor modifications of the
                  Software or Documentation released for use with the OEM
                  Product(s) during the Term of the Agreement and any extensions
                  thereof, and irrespective of whether such subsequent versions
                  or revisions are differentiated by version number (e.g., 1.x
                  or x.1) or nomenclature. Notwithstanding the foregoing,
                  Supplier may offer and HP may choose to purchase paid Software
                  upgrades at mutually agreed pricing.

         13.6     Device Object License. Supplier will use all reasonable
                  efforts to develop, test, and distribute to HP [*] a device
                  object applicable to HP's OpenView Storage software product
                  according to the specifications and requirements set forth in
                  HP OpenView Storage Area Manager Developer's Guide, Edition
                  1200, as referenced in Exhibit (A-6) attached hereto. Supplier
                  hereby grants to HP, under Supplier's intellectual property
                  rights, a non-exclusive, worldwide license to use, reproduce,
                  display, translate, import, disclose, distribute, modify and
                  prepare [*] compilations of such device object as developed by
                  Supplier, for use with OEM Products and HP Products. These
                  rights are exercisable in any medium. Such license will
                  include the right of HP to sublicense distributors, resellers,
                  and other third parties to achieve the foregoing.

         13.7     License to the Documentation. Supplier hereby grants to HP,
                  under Supplier's intellectual property rights, a
                  non-exclusive, worldwide license to use, reproduce, display,
                  import, disclose, distribute, and prepare compilations of the
                  Documentation and compilations based upon the Documentation
                  for use in conjunction with the support and distribution of
                  Software. These rights are exercisable in any medium. Such
                  license will include the right of HP to sublicense
                  distributors, resellers, and other third parties to achieve
                  the foregoing. The right to prepare compilations is granted
                  solely for the purposes of combining Documentation of more
                  than one Software, condensing Documentation, and formatting
                  and preparing Documentation for user accessibility. The rights
                  granted to HP under this Section 13.7 are subject to the
                  payment obligations as generally set forth in Article (4)
                  above and more particularly in Exhibit (C)

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                  attached hereto provided, however, that (a) End-Users shall be
                  permitted continued use of the Documentation in conjunction
                  with the operation of the OEM Products so long as they are not
                  in breach of the HP End-User license agreement issued with the
                  particular OEM Product(s), and (b) HP shall retain the license
                  set forth above for the purpose of assisting End-Users with
                  the maintenance and support of the OEM Products.

         13.8     License to Photograph (Marketing Materials). Supplier hereby
                  grants to HP, under Supplier's intellectual property rights, a
                  non-exclusive, worldwide license to capture visual images of
                  the Software screen displays and packaging, the Documentation
                  and the CD-ROM, if any, and to use, reproduce, display,
                  perform, distribute, import and modify such photographs and
                  modifications and images solely in connection with HP's
                  marketing and support of the Software and training with
                  respect to the Software. Such license will include the right
                  of HP to sublicense distributors, resellers, and other third
                  parties to achieve the foregoing. The rights granted to HP
                  under this Section 13.8 are subject to Supplier's right to
                  review and approve (which such approval shall not be
                  unreasonably withheld or untimely delayed) any visual images
                  submitted by HP (excluding HP's standard then-current
                  trademarks, servicemarks, and logos), and the payment
                  obligations as generally set forth in Article (4) above and
                  more particularly in Exhibit (C) attached hereto.

         13.9     Restrictions. HP will not decompile, reverse engineer,
                  disassemble, or otherwise modify any Software without written
                  authorization from Supplier, except as permitted by law.

         13.10    Localized Versions. The licenses granted hereunder with
                  respect to the Software and associated Documentation will
                  include all localized versions thereof available from
                  Supplier. In the event HP reasonably requires a localized
                  version of the Software, then Supplier agrees to negotiate [*]
                  the commercial terms and conditions under which such localized
                  version would be produced for HP. All of the licensing terms
                  for such localized version would be consistent with this
                  Agreement.

         13.11    Limited Right of Sublicense and License. The parties expressly
                  agree that no right of sublicense to the Software is hereby
                  granted under this Agreement by Supplier to HP except for the
                  right of HP to sublicense the Documentation and object code of
                  the Software directly to End-User Customers. Based on
                  Supplier's representations herein, HP agrees that Supplier is
                  the owner of the Software and Documentation contained in the
                  OEM Products.

         13.12    Localized Software. The licenses granted hereunder for the
                  Software and Documentation shall include any localized
                  version(s) thereof which Supplier

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                  publishes or makes generally available during the Term of this
                  Agreement and any extension(s) thereof.

         13.13    End User License Terms. Supplier hereby grants to HP the right
                  to use and HP will use its then-current standard form software
                  license terms for marketing and licensing Software under this
                  Agreement. Such terms will be substantially in the form of
                  that as set forth in Exhibit (I) attached hereto.

         13.14    No Rights In Marks. Except as otherwise specified in this
                  Agreement, nothing in this Agreement should be construed to
                  grant either party any rights in the Marks of the other party.
                  HP and Supplier acknowledge, however, that HP may use the name
                  of Supplier and the name of the OEM Products in advertising
                  and marketing the OEM Products or the HP Products. The OEM
                  Products will be affixed with copyright notices sufficient to
                  give notice as to the rights of the parties in their
                  respective products.

         13.15    HP Marks. Supplier will ensure that the OEM Products contain
                  the HP Marks, serial number, format, and packaging specified
                  by HP and conforming to the HP specifications as set forth in
                  Exhibit (A). Except as provided herein, Supplier will have no
                  other right or license in any HP Marks.

14.      LOSS OF BUSINESS CONTROL

         14.1     Business Continuity. Supplier will develop and keep current a
                  formal business continuity plan that details Supplier's
                  strategies for response to and recovery from a broad spectrum
                  of potential disasters that could disrupt operations and
                  timely delivery of Product, material and services required
                  pursuant to this Agreement.

         14.2     Safety, Security and Fire Protection. Supplier will be
                  responsible for maintaining [*] [*], [*] all warehouse and
                  storage facilities and operations (except HP Warehouses) in
                  accordance with applicable and prudent safety, security, fire
                  protection standards. Supplier will allow [*] such facilities
                  and operations and will cooperate in the resolution of
                  recommendations for improvement.

15.      INTELLECTUAL PROPERTY PROTECTION

         15.1     Supplier's Duty to Defend. Except as provided in Section 15.4,
                  Supplier will, to the maximum extent permitted by law, [*]
                  and[*] , on a worldwide basis, HP, [*], officers, directors,
                  employees, agents and representatives (individually, an
                  "Indemnitee" and collectively, "Indenmitees") from and against
                  any [*]:

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                  (i)      any [*];

                  (ii)     any combination of any [*] with an [*] in an
                  application which is intended by Supplier or reasonably
                  inferable as intended by Supplier from Specifications,
                  Supplier's written designs or Documentation, where there is no
                  substantial non-infringing use of the indemnified Product
                  other than as part of that combination;

                  (iii)    any [*];

                  (iv)     any [*];

                  (v)      a [*], or;

                  (vii)    anything else (including [*]) provided as part of
                           [*];

                  or use of any of the foregoing, constitutes an [*] "IP
                  Claim"). Supplier will have the same duty [*] as set forth in
                  the previous sentence in cases where any of the following
                  applies with respect to an IP Claim: (a) there is a breach of
                  [*] [*] ; (b) [*] is a direct infringer; (e) [*] is a
                  contributory infringer; or (d) [*] has induced infringement.
                  Without limiting the generality of the foregoing, Supplier
                  will pay [*] incurred by Indemnitees and will pay any[*].

         15.2     HP's Duty to Notify. HP will give Supplier [*] notice of any
                  IP Claim. If Supplier assumes defense of such IP Claim without
                  reservation of rights, HP will provide Supplier the authority,
                  information and reasonable assistance (at [*] expense)
                  necessary to defend. Supplier will control defense, and HP
                  will not settle such IP Claim without Supplier's consent, [*];
                  provided that if Supplier does not diligently pursue
                  resolution of such IP Claim or fails to provide HP, upon
                  request at any time and from time to time, with reasonable
                  assurance that it will diligently pursue resolution, then HP
                  may, without in any way limiting its other rights and
                  remedies, defend the claim [*]. Any settlement or compromise
                  Supplier desires to enter into will be [*]. HP and any other
                  Indemnitee may, in its or their discretion, participate in the
                  defense of such IP Claim.

         15.3     Actions After Injunction or Order. If the use or combination
                  of any Product is enjoined, if the combination of any Product
                  with an HP Product is enjoined where such combination is
                  intended by Supplier or reasonably inferable from
                  Specifications, Supplier's written designs or Documentation or
                  if a court or government agency enters an injunction or order
                  forbidding the importing of any Product or preventing the
                  Delivery of any Product to HP (any of which Product being
                  referred to as "Infringing Product"), Supplier [*], as may be
                  reasonable under the facts and circumstances and within a [*]
                  time, [*], and having reviewed its options with HP:

                  15.3.1   Procure for HP and its customers the right to
                  continue using or combining the Infringing Product;

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                  15.3.2   Replace the Infringing Product with a non-infringing
                  Product acceptable to HP and of equivalent form, fit, function
                  and performance;

                  15.3.3   Modify the Infringing Product to be non-infringing,
                  without detracting from form, fit, function or performance; or

                  15.3.4   Replace the Infringing Product with a non-infringing
                  Product acceptable to HP and of equivalent form, fit, function
                  and performance from a third party supplier on HP's approved
                  vendor list at the time of the infringement and pay to HP the
                  sum of: (a) [*].

                  If none of the foregoing options is commercially achievable,
                  HP may return the affected Product, and Supplier will [*] with
                  respect thereto.

                  In addition to the above, Supplier will pay HP [*]. If a
                  change in any Product or the use thereof is required due to an
                  IP Claim, Supplier will [*] HP for its [*] in procuring a
                  reasonable substitute product, including [*].

         15.4     Limitations. Nothing in this Article (15) applies to any
                  Product or Parts to the extent such Product or Parts (i) have
                  been improperly installed, repaired, altered or otherwise
                  modified (other than by Supplier or Supplier's authorized
                  Subcontractors), (ii) have be subjected to misuse, abuse,
                  negligence or accident, (iii) have been used in a manner
                  contrary to Specifications or Supplier's written instructions
                  or Documentation or (iv) are comprised of materials provided
                  or a design stipulated by HP and not approved by Supplier in
                  writing to the extent that the claim arises from Supplier's
                  compliance with a Unique Specification; provided that all
                  implementations of that Unique Specification necessarily
                  constitute or require an unauthorized use or infringement of a
                  third party Intellectual Property Right and Supplier is
                  unaware of such unauthorized use or infringement; and provided
                  further that Supplier (a) has not [*] such Unique
                  Specification, (b) has not provided [*] such Unique
                  Specification or (c) has not [*] to such Unique Specification.
                  To the extent that any of the foregoing limitations would
                  otherwise apply, it will not apply where the Product is
                  claimed to be an unauthorized use, misappropriation or
                  infringement on account of a manufacturing process used by
                  Supplier unless HP has required Supplier to use in manufacture
                  of such Product the particular manufacturing steps that
                  resulted in such claim.

16.      TRADE REQUIREMENTS

         16.1     The parties understand that this Agreement is subject to
                  compliance with U.S. and other national export, import,
                  customs and trade-related laws and regulations and

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                  Supplier understands that it is responsible for implementing
                  procedures to ensure its material compliance with all
                  guidelines established under the HP Regional Trade Guidelines
                  as set forth under Exhibit (K) attached hereto; provided
                  however, that to the extent Supplier, upon timely advance
                  notice, can demonstrably show that compliance with any
                  particular provision would create a significant hardship, then
                  HP and Supplier will negotiate in good faith to resolve such
                  objection. The parties acknowledge that they are knowledgeable
                  about all such laws, regulations, and HP requirements and
                  agree to comply with the same as applicable.

         16.2     Supplier, at each of its sites, is responsible for determining
                  the appropriate country of origin ("CO") for the product(s) it
                  manufactures or assembles for HP and for marking these
                  products in accordance with the requirements set out in BF
                  Regional Trade Guidelines. Further, Supplier will cooperate
                  fully with HP in supplying data to facilitate HP's origin
                  reporting requirements and qualification for preferential
                  origin programs such as NAFTA, IFTA, FMF, EXIM and the like
                  including, but not limited to, [*].

         16.3     The following trade data elements must be able to be printed
                  out or be capable of being transferred electronically on each
                  commercial invoice prior to shipment of Product and must be
                  sent to HP via the standard electronic/EDI shipping
                  confirmation signal:

                  -        Country of Origin [*]

                  -        Import Country HTS Classification [*]

                  -        ECCN [*]

                  -        License [*]

                  -        Destination Control Statement

                  -        HP Part Number

                  -        Appropriate INCOTERM

                  Further, Supplier must maintain, and reproduce upon demand,
                  all documentation relating to the international transport of
                  HP goods for a period of not less than [*] from the date of
                  each shipment. All such record keeping system will comport
                  with the legal requirements of the U.S. and other nations
                  including, but not limited to, requirements set out in Parts
                  762 and 772, U.S. Department of Commerce, Export
                  Administration Regulations and the U.S. Customs Record-Keeping
                  Regulations, 19 C.F.R. 163.

                  Supplier will provide [*] notice to HP (via the site's
                  appointed HP representative) in the event of an action by the
                  U.S. or other national government customs/export authorities
                  that relates specifically to goods or services provided to HP
                  by Supplier's sites.

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                  Supplier will afford HP, and HP's duly appointed agents,
                  reasonable [*] for trade compliance audit purposes and further
                  agrees to respond in a timely manner to HP's requests for
                  production of trade control records and to comply with all
                  [*].

         16.4     Supplier must be capable of producing accurate and complete
                  shipping documentation for each Supplier site and each
                  shipment from such site. Supplier is responsible for knowing
                  and understanding shipping documentation standards applied in
                  the normal course of international business and for knowing
                  and understanding additional requirements outlined in HP
                  Regional Trade Guidelines.

         16.5     Supplier is responsible for knowing and understanding the
                  terms of sale governing its agreement(s) with HP. Supplier is
                  responsible for understanding the scope of its
                  responsibilities under the applicable sales term(s), for
                  ensuring that [*] are likewise educated, and for implementing
                  procedures to ensure that the site, the site's employees and
                  the site's agents fulfill the Supplier's responsibilities
                  under the applicable term(s).

         16.6     For each transaction where HP is to be importer of record, the
                  Supplier is responsible for ensuring that commercial
                  documentation accurately reflects the actual price paid or
                  payable between HP and Supplier's site. It is Supplier's
                  responsibility that each of its sites reconciles its financial
                  records against commercial documentation in order to validate
                  HP's use of transaction value, whenever possible, for
                  declarations to Customs. When transaction value cannot be
                  applied, Supplier will apply sequentially the World Trade
                  Organization ("WTO") valuation rules for HP transactions.
                  Supplier acknowledges that it is knowledgeable about the
                  requirements for transaction value declarations and agrees to
                  comply with same.

         16.7     Duty Drawback. Unless otherwise requested, Supplier will allow
                  HP to be the importer of record for all Deliveries. If HP is
                  not importer of record and Supplier obtains duty drawback
                  rights to Product, Supplier will, [*], provide HP with
                  documents required by the customs authorities of the country
                  of receipt to prove importation and to transfer duty drawback
                  rights to HP if HP has paid [*] deposit of the subject duties.

17.      CLASSIFICATION AND LICENSING AUTHORITY

         17.1     Where Products are of HP's design, technology, software or
                  manufactured to HP's functional specification, HP will assist
                  the Supplier in the export of the commodities by providing
                  Export Control Commodity Numbers ("ECCN") and Harmonized
                  Tariff Code Numbers ("HTS") on behalf of HP's subsidiary

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                  Hewlett-Packard International GmbH ("HPIG"). Supplier will
                  comply with Applicable Law governing import or export of
                  Product and will be solely responsible for obtaining all
                  requisite licenses and other authorizations. Supplier will not
                  export, re-export or otherwise disclose, directly or
                  indirectly, technical data or the direct product of such
                  technical data received from HP without HP's prior knowledge
                  and written consent.

         17.2     Supplier's Declaration. Where Products are of Supplier's
                  design, technology, software or manufactured to the Supplier's
                  functional specification; the Supplier will provide HP with
                  the correct ECCN or with sufficient technical information to
                  determine classification. Additionally, the Supplier must
                  provide any additional information that it knows will affect
                  the determination of license authority.

         17.3     Country of Origin Marking. The Supplier will mark the
                  containers, in English, as well as all Product and Spares with
                  the Country of Origin, in compliance with Section 304 of the
                  United States Tariff Act. If the Product or Spares itself
                  cannot be marked legibly due to size, then its immediate
                  container must be marked with a signed certificate stating
                  Country of Origin (manufacture) by quantity and part number
                  (HP's and Supplier's).

18.      GOVERNMENTAL COMPLIANCE

         18.1     Duty to Comply. Supplier, its agents, employees and
                  Subcontractors will comply with all Applicable Law in its
                  performance of this Agreement. Upon request, Supplier agrees
                  to [*] any applicable law or regulations. HP is neither
                  responsible for monitoring Supplier's nor Supplier's
                  Subcontractor's compliance with any Applicable Law.

         18.2     Social and Environmental Responsibility. Supplier warrants
                  that in all countries in which Supplier and, to Supplier's
                  knowledge, information and belief, Supplier's authorized
                  Subcontractors do business, its and their operations comply
                  with all applicable laws and regulations governing protection
                  of the environment, employee health and safety, and labor and
                  employment practices, including but not limited to, laws and
                  regulations relating to working hours, working conditions,
                  wages, benefits, child labor, forced labor, freedom of
                  association and equal employment opportunity. Supplier [*] HP
                  Supplier Social and Environmental Responsibility Agreement and
                  comply with HP's Supplier Code of Conduct
                  (www.hp.com/go/supplierE), [*].

         18.3     Environmental Requirements. Without limiting the generality of
                  Sections 18.1 and 18.2 above, Supplier warrants and agrees
                  that:

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                  18.3.1   Product Content. All Products and their packaging
                  will comply with HP's General Specifications for Environment,
                  DWG No. A-5951-1745-1 www.hp.com/go/supplierE) and, for
                  purposes of this Agreement, such specifications are part of
                  the Specifications for the Product.

                  18.3.2   Shipment. All Products will be shipped in conformance
                  with all applicable national and international transportation
                  regulations including, where applicable, regulations regarding
                  chemicals and hazardous materials or dangerous goods,
                  including regulations regarding fumigation and aeration. All
                  packaging materials, including pallets, [*] where applicable.

                  18.3.3   Chemical Substances. Each chemical substance
                  contained in the Product [*] chemical substances compiled and
                  published by the United States Environmental Protection Agency
                  pursuant to the Toxic Substances Control Act.

                  18.3.4   Supplier will provide complete and accurate Material
                  Safety Data Sheets (MSDS) for Product to HP prior to shipment.

                  18.3.5   Environmental Information. Supplier will furnish HP
                  any information reasonably requested by HP to confirm
                  compliance with Applicable Law or to determine the
                  environmental effects of materials included in the Products or
                  in its packaging.

                  18.3.6   Supplier will comply with all Applicable Law
                  governing import or export of Product and will be solely
                  responsible for obtaining all requisite licenses and other
                  authorizations.

                  18.3.7   Disposition of Excess Materials. Supplier will
                  recycle or dispose of any excess or waste materials generated
                  from manufacture of Product [*] in compliance with the
                  provisions of this Agreement, Applicable Law [*].

                  18.3.8   Manufacturer will continuously implement and maintain
                  processes and policies designed to protect the environment at
                  any facility at which Product manufacturing operations are
                  performed under this Agreement.

                  18.3.9   Take Back. Supplier will accept back [*] material
                  included in the Product or its packaging returned freight
                  prepaid by HP from any country that legally requires Product
                  take back from the user at the end of the Product life.

         18.4     Ozone Depleting Substances. Supplier hereby certifies that [*]
                  Product:

                  18.4.1   Contains any "Class I Substance" or "Class II
                  Substance" as those terms are defined in 42 U.S.C. Section
                  7671 and implementing regulations of the United

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                  States Environmental Protection Agency at 40 C.F.R. Part 82,
                  as now in existence or hereafter amended; or

                  18.4.2   Has been manufactured with a process that uses any
                  "Class I or Class II Substance."

         18.5     Procurement Regulations. HP is a commercial corporation that
                  is also a contractor and subcontractor for the U.S.
                  government. All of the Products to be purchased from
                  Subcontractor by HP pursuant to a subcontract/purchase order
                  in the United States, it's territories, possessions, the
                  District of Columbia and the Commonwealth of Puerto Rico are
                  deemed to be "Commercial Items" as defined in Federal
                  Acquisition Regulation ("FAR") 2. 10 1, Part 12 and 52.202. 1
                  (c). Notwithstanding any other clause in HP's contract with
                  the U.S. government, only those clauses identified in the
                  clause at FAR 52.244-6 are required to be in agreements
                  (subcontracts) for commercial items or commercial components.
                  In addition, and in accordance with determinations made as a
                  result of U.S. government audits, HP is required to flow down
                  FAR 52.219-9, Small Business Subcontracting Plan, on all
                  subcontracts/purchase orders with large business concerns that
                  exceed $500,000 in value.

                  Pursuant to FAR 52.212-5(e) and/or FAR 44.402(b),
                  subcontractor, meaning any supplier, distributor, vendor or
                  firm that furnishes supplies or services to or for a prime
                  contractor or another subcontractor in support of U.S.
                  government business, [*] the following FAR clauses, [*]:

                  FAR 52.222-26, Equal Opportunity (February 1999)
                  FAR 52.219-8, Utilization of Small Business Concerns (October
                  2000)

                  APPLICABLE IF THE SUBCONTRACT/PURCHASE ORDER EXCEEDS $2,500:
                  FAR 52.222-41, Service Contract Act of 1965, as Amended (May
                  1989) if the purchase order is principally for the furnishing
                  of services through the use of service employees.

                  APPLICABLE IF THE SUBCONTRACT/PURCHASE ORDER IS FOR $10,000 OR
                  MORE:
                  FAR 52.222-35, Affirmative Action for Disabled Veterans and
                  Veterans of the Vietnam Era (April 1998)
                  FAR 52.222-36, Affirmative Action for Workers with
                  Disabilities (June 1998)

                  APPLICABLE IF THE SUBCONTRACT/PURCHASE ORDER EXCEEDS $500,000
                  AND SUBCONTRACTOR IS NOT A SMALL BUSINESS:
                  FAR 52.219-9, Small Business Subcontracting Plan (October
                  2000)

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         18.6     Anti-Terrorism Security Measures. Supplier acknowledges that
                  its failure to comply with the laws, or regulations of any
                  applicable governmental authority, U.S. CTPAT or equivalent
                  security guidelines or TAPA[*] security requirements will be
                  considered by HP as negligence and failure on the part of
                  Supplier to provide due care for HP shipments. Supplier will
                  be liable for all [*] imposed on HP, and [*], relating to
                  Supplier's noncompliance with any such security regulations,
                  guidelines or requirements.

19.      FORCE MAJEURE EVENTS

         19.1     Delaying Causes. Neither party will be liable for any delay in
                  performance under this Agreement caused by any act of God or
                  other cause beyond Supplier's reasonable control and without
                  Supplier's fault or negligence including but not limited to
                  fire, flood, war, embargo, riot or an unforeseeable
                  intervention of any government authority, which causes
                  complete business interruption (a "Delaying Cause"). A
                  Delaying Cause does not include delays in transportation, [*]
                  or economic considerations or inefficiencies. No Delaying
                  Cause will suspend or excuse either party's obligations as set
                  forth in Articles 15, 21, and 22.

         19.2     Occurrence of a Delaying Cause. Any party whose performance is
                  affected by a Delaying Cause will notify the other party [*]
                  upon commencement of a Delaying Cause and will provide its
                  best estimate of the expected duration of such occurrence.
                  Upon notice to Supplier during pendency of a Delaying Cause,
                  HP may [*] unfilled Accepted Orders [*]. Any party whose
                  performance is affected by a Delaying Cause will exercise
                  reasonable diligence to overcome and effect cessation of the
                  Delaying Cause and to mitigate effects thereof. Performance of
                  the parties' respective obligations to purchase and sell
                  Product will be suspended to the extent affected by, and for
                  the duration of, a Delaying Cause, and during pendency of a
                  Delaying Cause affecting Supplier's ability to make timely
                  Delivery, HP may purchase replacement Product elsewhere and
                  [*]. If, however, Supplier's performance is delayed for
                  reasons set forth above for a cumulative period of [*]
                  calendar days or more, HP, notwithstanding any other provision
                  of this Agreement to the contrary, [*] issued hereunder by
                  notice to Supplier.

         19.3     Resumption of Performance. The parties will resume performance
                  under this Agreement once the Delaying Cause ceases, and HP
                  may, upon written notice not later than [*] following such
                  cessation, extend the Term up to the length of time the
                  Delaying Cause endured.

20.      EVENTS OF DEFAULT

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         20.1     Notice Of Breach. If either party is in breach of any
                  provision of this Agreement, the non-breaching party may, by
                  written notice to the breaching party, except as otherwise
                  prohibited by the United States bankruptcy laws, terminate the
                  whole or any part of this Agreement or any Order, unless the
                  breaching party cures the breach within [*] after receipt of
                  such written notice.

         20.2     Causes Of Breach. For purposes of Section 20.1 above, the term
                  "breach" includes without limitation any:

                  (1)      Proceeding, whether voluntary or involuntary, in
                           bankruptcy or insolvency by or against a party;

                  (2)      Appointment, with or without a party's consent, of a
                           receiver or an assignee for the benefit of creditors;

                  (3)      Failure by Supplier to make a delivery of OEM
                           Products in accordance with the requirements of this
                           Agreement or any accepted Order;

                  (4)      Failure by Supplier to replace or repair Noncomplying
                           Products in a timely manner as required by Article
                           (5) above; or

                  (5)      Other failure by a party to comply with any material
                           provision of this Agreement with additional failure
                           to provide the non-breaching party, upon written
                           request, with reasonable assurances of future
                           performance.

         20.3     HP's Rights Upon Breach. In the event HP terminates this
                  Agreement in whole or in part as provided above for a material
                  breach by Supplier, in addition to any other remedies provided
                  HP under this Agreement, HP may procure, upon such terms and
                  in such manner as HP reasonably deems appropriate, products
                  and services substantially similar in functionality to the OEM
                  Product and services as to which this Agreement is terminated.
                  Supplier agrees to continue the performance of this Agreement
                  to the extent not terminated under the provisions of this
                  Section.

         20.4     Purchase Hold. If any Eligible Purchaser having the right to
                  purchase an OEM Product under this Agreement or under any
                  other agreement with Supplier believes in good faith that an
                  OEM Product is defective, then, irrespective of any other
                  rights provided HP hereunder, HP may implement a [*]. Such [*]
                  may be removed if HP reasonably believes that Supplier has
                  taken sufficient action to correct the defect or given
                  sufficient assurances that such defect will be corrected [*].

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         20.5     Escalated Resolution Process. In the event of any dispute
                  arising from or regarding the subject matter of this
                  Agreement, the parties agree to negotiate in good faith an
                  equitable resolution of the disputed matter. If the parties
                  are not able to resolve the dispute within [*] of first
                  written communication of the dispute, then the parties agree
                  to escalate such resolution process to their respective
                  Escalation Management as designated in Exhibit (G). The
                  Escalation Management shall meet within [*] of escalation to
                  resolve the disputed matter. If the dispute is not resolved
                  within an additional [*] period from the end of the [*] period
                  set forth above, then either HP or Supplier may commence
                  legal, equitable, or other action upon providing the other
                  party not less than [*] prior written notice of such intent.

21.      CONFIDENTIAL INFORMATION

         21.1     Confidential Information. During the Term, a party (the
                  "Recipient") may receive or have access to certain information
                  of the other party (the "Discloser") that is marked as
                  "Confidential Information," including, though not limited to,
                  information or data concerning the Discloser's products or
                  product plans, business operations, strategies, customers and
                  related business information. The Recipient will protect the
                  confidentiality of Confidential Information with the same
                  degree of care as the Recipient uses for its own similar
                  information, but not less than reasonable care. Confidential
                  Information may only be used by those employees of the
                  Recipient who have a need to know such information for
                  purposes related to this Agreement. Supplier will, upon HP's
                  written request, use commercially reasonable efforts to cause
                  any entity or person designated by HP to enter into a
                  nondisclosure agreement which affords materially comparable
                  protections for HP's Confidential Information as the
                  Confidential Disclosure Agreement referenced in Exhibit (F).
                  The parties acknowledge that all Technical Information and
                  Forecasts are deemed Confidential Information to be protected
                  for a term of [*] from date of disclosure.

         21.2     Exclusions. The foregoing confidentiality obligations will not
                  apply to any information that: (a) is known by the Recipient
                  prior to disclosure; (b) was developed by the Recipient prior
                  to disclosure or is subsequently developed independently and
                  without reference to the disclosure; (c) is or becomes
                  publicly available through no fault of the Recipient; (d) is
                  rightfully received from a third party with no duty of
                  confidentiality; (e) is disclosed by the Recipient with the
                  Discloser's written approval or; (f) is disclosed under
                  operation of law.

22.      INSURANCE AND INDEMNITY

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         22.1     Without limiting any of the obligations or liabilities of
                  Supplier, Supplier will maintain [*] as long as this Agreement
                  is in effect, insurance policies of the kind and limits listed
                  below:

                  Worker's Compensation Insurance: Supplier will maintain
                  Workers Compensation Insurance as required by Applicable Law
                  having jurisdiction over Supplier's employees wherever work is
                  to be performed under this Agreement.

                  Employer's Liability Insurance: Supplier will maintain
                  Employer's Liability Insurance in an amount keeping with the
                  law of the nation, state, territory or province having
                  jurisdiction over Supplier's employees wherever work is to be
                  performed under this Agreement [*].

                  General Liability Insurance: Supplier will maintain
                  Comprehensive or Commercial General Liability Insurance
                  (including but not limited to premises and operations,
                  products and completed operations, broad form contractual
                  liability, broad form property damage and personal injury
                  liability) with a minimum limit of [*] combined single limit
                  per occurrence and [*] in the aggregate, for claims of bodily
                  injury, including death, and property damage that may arise
                  from use of the Products or acts or omissions of Supplier
                  under this Agreement. Each policy obtained by Supplier will
                  [*] a loss covered thereunder.

                  Claims Made Coverage. If any policies have "claims made"
                  coverage, Supplier will maintain such coverages [*]. Any such
                  coverage must have a retroactive date no later than the date
                  upon which work commenced under this Agreement.

                  Additional Requirements. All deductibles on policies providing
                  coverage will be paid by Supplier. In the event Supplier is
                  self insured for matters described in Article (14), Supplier
                  agrees to respond to any claims or losses made against or
                  incurred by HP in the same fashion as if insurance had been
                  purchased with the same or broader coverage terms than what is
                  generally available to similar Supplier's. In no event will
                  the coverages or limits of any insurance required under this
                  Article, or the lack or unavailability of any other insurance,
                  be deemed to limit or diminish Supplier's obligations or
                  liability to HP under this Agreement. In addition, where
                  allowed by law [*].

                  All insurance policies will be written by a company authorized
                  to do business in the territory and jurisdiction where the
                  project is located. In no event will the coverage or limits of
                  any insurance maintained by Supplier under this Article, or
                  the lack or unavailability of any other insurance, limit or
                  diminish in any way Supplier's obligations or liability to HP
                  under this Agreement. All insurance policies will be written
                  with appropriately licensed and financially responsible
                  insurers

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                  Certificate of Insurance. Supplier will furnish Certificates
                  of Insurance acceptable to HP before any Work is commenced
                  hereunder by Supplier. The Certificate of Insurance will
                  provide that there will be no cancellation or reduction of
                  coverage without [*] prior written notice to HP.

         22.2     Indemnity. Supplier will, to the maximum extent permitted by
                  law, indemnify, defend and hold harmless HP [*] [*] from and
                  against any and all claims, liability, loss or damage for
                  bodily injury, occupational sickness or disease or death of
                  any person, including any employee of Supplier or any
                  Subcontractor, or for any physical damage to property, or loss
                  of use thereof, (i) to the extent [*] or (ii) which is
                  proximately caused by the negligence, strict liability or
                  other fault of, or breach of this Agreement [*] by, Supplier,
                  [*] and its and their employees, agents [*], in whole or in
                  part or jointly with HP. In the event any claim, liability,
                  loss or damage is caused by the joint or concurrent
                  negligence, strict liability or other fault of Supplier and
                  HP, except to the extent due to HP's passive negligence or
                  HP's failure to manage or supervise Supplier, [*] and its and
                  their employees, agents [*], or HP's failure to oversee or
                  control Supplier's performance under this Agreement [*] and
                  its and their employees, agents [*], then such claim,
                  liability, loss or damage, and costs of defense will be borne
                  by Supplier and HP in proportion to its respective degree of
                  fault. Supplier will [*] defend any suit, action or other
                  proceeding asserting a claim covered hereunder, and Supplier
                  will pay [*]. Supplier will not have any obligation to defend,
                  indemnify or hold harmless hereunder when the occurrence
                  giving rise to such claim, charge, liability, loss or damage
                  is caused solely by the negligence, strict liability or other
                  fault of HP. Supplier's obligations to defend, indemnify and
                  hold harmless hereunder will not be limited or otherwise
                  affected by any insurance, self-insurance or retention of risk
                  which it may carry or assume.

         22.3     HP's Duty to Notify. HP will give Supplier [*] notice of any
                  such claim or action for which Supplier is obligated to
                  indemnify under Section 22.2. If Supplier assumes defense of
                  such claim or action without reservation of rights, HP will
                  provide Supplier the authority, information and reasonable
                  assistance (at Supplier's expense) necessary to defend.
                  Supplier will control defense, and HP will not settle any such
                  claim or action without Supplier's consent [*]; provided that
                  if Supplier does not diligently pursue resolution of the claim
                  or fails to provide HP, upon request at any time and from time
                  to time, with reasonable assurance that it will diligently
                  pursue resolution, HP may, without in any way limiting its
                  other rights and remedies, defend the claim and collect [*]
                  doing so from Supplier. Any settlement or compromise Supplier
                  desires to enter into will be subject to HP's approval. HP and
                  any other Indemnitee may, in its or their discretion,
                  participate in the defense of such claim or action.

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23.      LIMITATION OF LIABILITY

         UNLESS OTHERWISE STATED HEREIN, NEITHER PARTY WILL BE LIABLE FOR ANY
         [*] OF THE OTHER ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN
         FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT,
         REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY,
         CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY
         OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, THE PARTIES WILL BE
         RESPONSIBLE FOR [*] INCLUDED IN AN AWARD OR SETTLEMENT OF A THIRD PARTY
         CLAIM UNDER [*]. EXCEPT FOR THE PARTIES' RESPECTIVE OBLIGATIONS UNDER
         [*], THE PARTIES' RESPECTIVE AGGREGATE LIABILITY UNDER THIS AGREEMENT
         SHALL BE LIMITED TO THE [*] OF (i) USD [*], OR (ii) [*] UNDER THIS
         AGREEMENT IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE
         IMPOSITION OF LIABILITY.

24.      TERMINATION

         24.1     Outstanding Orders. All accepted Orders issued prior to the
                  expiration of this Agreement must be fulfilled pursuant to and
                  subject to the terms of this Agreement, even if the Delivery
                  Dates are after expiration. Upon termination of this Agreement
                  for Supplier's breach, HP may cancel any outstanding Order or
                  require Orders to be fulfilled even if a Delivery Date is
                  after the date of termination. If this Agreement is terminated
                  due to HP's breach, then HP will reimburse Supplier for its
                  reasonable direct costs to rework HP-customized OEM Product
                  units [*] [*] back to Supplier's standard product, as
                  described in Exhibit (A-1) attached hereto. Such reimbursement
                  costs shall specifically exclude any costs for Supplier's
                  excess materials used in connection with the customization of
                  OEM Products.

         24.2     Return Of HP Property. Supplier must return all HP Property to
                  HP upon expiration or termination. All such property must be
                  in good condition, normal wear and tear excepted. HP will
                  determine the manner and procedure for return. HP will bear
                  all return freight costs if return is due to HP convenience or
                  an uncured breach by HP. Otherwise, Supplier will bear all
                  such costs.

         24.3     Surviving Provisions. Notwithstanding the expiration or early
                  termination of this Agreement, the provisions regarding [*]
                  Confidentiality in Article (21), [*] Limitation of Liability
                  in Article (23), and the Miscellaneous provisions below will
                  each survive in accordance with their terms.

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25.      MISCELLANEOUS

         25.1     Notices. All notices to be given under this Agreement must be
                  in writing addressed to the receiving party's designated
                  recipient specified in Exhibit (G). Notices are validly given
                  upon the earlier of confirmed receipt by the receiving party
                  or three days after dispatch by courier or certified mail,
                  postage prepaid, properly addressed to the receiving party.
                  Notices may also be delivered by telefax and will be validly
                  given upon oral or written confirmation of receipt. Either
                  party may change its address for purposes of notice by giving
                  notice to the other party in accordance with these provisions.

         25.2     Independent Contractors. The relationship of the parties
                  established under this Agreement is that of independent
                  contractors and neither party is a partner, employee, agent or
                  joint-venturer of or with the other. Nothing in this Agreement
                  precludes either party from independently developing,
                  manufacturing, selling or supporting products similar to the
                  OEM Products.

         25.3     Assignment. Neither party may, directly or indirectly, in
                  whole or in part, either by operation of law or otherwise,
                  assign or transfer this Agreement or delegate any of its
                  obligations under this Agreement without the other party's
                  written consent, which such consent shall not be unreasonably
                  withheld or untimely delayed. Any attempted assignment,
                  transfer, or delegation without such prior written consent
                  will be void. Notwithstanding the foregoing, HP or its
                  permitted successive assignees or transferees may assign or
                  transfer this Agreement or delegate any rights or obligations
                  hereunder without consent: (1) to any entity controlled by, or
                  under common control with, HP, or its permitted successive
                  assignees or transferees; or (2) in connection with a merger,
                  reorganization, transfer, sale of assets or product lines, or
                  change of control or ownership of HP, or its permitted
                  successive assignees or transferees. Without limiting the
                  foregoing, this Agreement will be binding upon and inure to
                  the benefit of the parties and their permitted successors and
                  assigns.

         25.4     No Waiver. The waiver of any term, condition, or provision of
                  this Agreement must be in writing and signed by an authorized
                  representative of the waiving party. Any such waiver will not
                  be construed as a waiver of any other term, condition, or
                  provision except as provided in writing, nor as a waiver of
                  any subsequent breach of the same term, condition, or
                  provision. Other than as expressly agreed herein, all remedies
                  of a party provided herein, together with all remedies
                  available at law or in equity, shall be cumulative.

         25.5     Headings. The Section headings used in this Agreement

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                  are for convenience of reference only. They will not limit or
                  extend the meaning of any provision of this Agreement, and
                  will not be relevant in interpreting any provision of this
                  Agreement.

         25.6     Publicity. Subject to the terms and conditions of Article (21)
                  above, neither party may publicize or disclose to any third
                  party, without the written consent of the other party, the
                  existence or terms of this Agreement except as required under
                  applicable federal securities laws. In the event that Supplier
                  becomes aware that disclosure is likely to be required by
                  operation of law, Supplier shall promptly provide HP with
                  ample notice and opportunity to seek a protective order.
                  Supplier agrees that in the event that disclosure to the SEC
                  is likely, Supplier shall promptly file a request for
                  confidential treatment. Without limiting the generality of the
                  foregoing sentence, no press releases regarding the subject
                  matter, content, or existence of this Agreement may be made
                  without the prior mutual written consent of each party.

         25.7     Severability. If any provision in this Agreement is held
                  invalid or unenforceable by a body of competent jurisdiction,
                  such provision will be construed, limited or, if necessary,
                  severed to the extent necessary to eliminate such invalidity
                  or unenforceability. The parties agree to negotiate in good
                  faith a valid, enforceable substitute provision that most
                  nearly effects the parties' original intent in entering into
                  this Agreement or to provide an equitable adjustment in the
                  event no such provision can be added. The other provisions of
                  this Agreement will remain in full force and effect.

         25.8     Subcontractors and Subsidiaries. Each party unconditionally
                  guarantees to the other party the performance of all
                  obligations by any of its subcontractors and Subsidiaries
                  under the Agreement (including, without limitation, payment
                  obligations), as amended from time to time, or any other
                  obligation of any subcontractors or Subsidiary to the other
                  party, now existing or hereafter arising. If either party's
                  subcontractors or Subsidiary does not perform such obligation,
                  such party shall immediately perform such obligation.

         25.9     Entire Agreement. This Agreement comprises the entire
                  understanding between the parties with respect to its subject
                  matters and supersedes any previous or contemporaneous
                  communications, representations, or agreements, whether oral
                  or written. For purposes of construction, this Agreement will
                  be deemed to have been drafted by both parties. No
                  modification of this Agreement will be binding on either party
                  unless in writing and signed by an authorized representative
                  of each party.

         25.10    Governing Law. This Agreement and each Order and
                  Acknowledgment will be governed in all respects by California
                  law without reference to any choice or

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                  conflict of laws provisions of California or the law of any
                  other jurisdiction. The parties hereby submit to the
                  jurisdiction of the courts of California or any court of the
                  United States sitting in California with subject matter
                  jurisdiction, and waive any venue objections against the
                  United States District Court for the Northern District of
                  California and the Superior and Municipal Courts of the State
                  of California, in any litigation arising under this Agreement.
                  The parties exclude application of the 1980 United Nations
                  Convention on Contracts for the International Sale of Goods,
                  if applicable.

         25.11    Authority of Signatory. If HP or Supplier executes this
                  Agreement by agent or representative, such agent or
                  representative by his/her act of signing this Agreement
                  individually warrants and represents to the parties, and HP
                  and Supplier warrant and represent respectively to each other,
                  that he/she is authorized to execute, acknowledge and deliver
                  this Agreement on behalf of HP or Supplier, as the case may
                  be, and thereby to bind the respective party to the same.

         25.12    Exhibits. Each of the following Exhibits referred to in this
                  Agreement is incorporated in full in this Agreement wherever
                  reference to it is made:
                  EXHIBIT (A) OEM PRODUCTS AND SPECIFICATIONS
                           (A-1)    Supplier Product Specifications
                           (A-2)    HP Configuration Specification Document
                           (A-3)    Packaging
                           (A-4)    Documentation
                           (A-5)    HP StorageWorks SDK Developers' Guide
                           (A-6)    OEM Product [*] Requirements
                  EXHIBIT (B) ELIGIBLE PURCHASERS & [*]
                  EXHIBIT (C) PRICING AND FEES
                  EXHIBIT (D) SERVICE AND SUPPORT REQUIREMENTS
                  EXHIBIT (E) HP EQUIPMENT LOAN AGREEMENT
                  EXHIBIT (F) CONFIDENTIAL DISCLOSURE AGREEMENT
                  EXHIBIT (G) RECIPIENTS FOR RECEIPT OF NOTICES
                  EXHIBIT (H) HP Supplier Quality System Requirements
                  EXHIBIT (i) hp END USER SOFTWARE LICENSE AGREEMENT
                  EXHIBIT (J) [*] REQUIREMENTS
                  EXHIBIT (K) HP REGIONAL TRADE GUIDELINES

         AGREED:

         BROCADE COMMUNICATIONS     HEWLETT-PACKARD COMPANY
         SYSTEMS, INC.

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<PAGE>

         By:________________________      By:_______________________

         Name:______________________      Name:_____________________

         Title:_____________________      Title:____________________

         BROCADE COMMUNICATIONS
         SWITZERLAND, SARL.

         By:_______________________

         Name:_____________________

         Title:____________________

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                            BROCADE / HP CONFIDENTIAL

                                  EXHIBIT (A-1)

                         SUPPLIER PRODUCT SPECIFICATIONS

         Note: Supplier product specifications for all OEM Products shall
         immediately follow this cover page and be incorporated into this
         Exhibit (A-1) by reference.

         The 2 Gbit/sec Brocade SilkWorm 3900 Enterprise Fabric Switch provides
         an entry point to enterprise SANs, improving availability, performance,
         and manageability at an attractive price.

         SILKWORM SWITCH FAMILY

         SilkWorm 3900

         Highlights

         Increased Flexibility for Evolving SAN Requirements

         -        Provides 32 ports in a 1.5U enclosure along with auto-sensing
         1 and 2 Gbit/sec interfaces for seamless integration with existing
         fabrics

         -        Leverages Brocade Advanced Fabric Services to provide the
         highest levels of SAN performance, security, and manageability

         -        Meets mission-critical availability requirements with network
         resiliency, automatic data path rerouting, non-disruptive code load,
         and redundant, hot-pluggable components

         -        Increases performance by employing Brocade Inter-Switch Link
         (ISL) Trunking to create a data path with up to 8 Gbit/sec throughput
         per trunk

         -        Provides substantial cost savings by supporting a SAN
         infrastructure that increases productivity, maximizes IT resource
         utilization, and reduces capital expenditures

         The Brocade(R) SilkWorm(R) 3900 32-port, auto-sensing Fibre Channel
         switch provides an intelligent and cost-effective solution to meet a
         wide range of Storage Area Network (SAN) requirements. As the latest
         addition to the Brocade 2 Gbit/sec fabric switch family, the SilkWorm
         3900 is ideal for organizations that face rapidly changing storage
         requirements.

         With the performance capabilities of an enterprise switch and the
         cost-effectiveness of a modular switch solution, the SilkWorm 3900
         enables a flexible SAN infrastructure. Designed for midsize to large
         storage networks, the SilkWorm 3900 enables organizations to implement
         a SAN infrastructure that best meets their current needs and

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                            BROCADE / HP CONFIDENTIAL

         expands seamlessly as their storage requirements evolve. The SilkWorm
         3900 provides a complete solution for a departmental SAN fabric, as a
         small core, or an edge switch extending the reach of an enterprise
         core-to-edge SAN built around the Brocade SilkWorm 12000 Core Fabric
         Switch (see Figure 1).

         Based on a third-generation Brocade intelligent architecture, the
         SilkWorm 3900 provides a highly available, scalable, and secure
         foundation for SAN applications such as high-speed data backup, server
         and storage consolidation, remote mirroring, and long-distance data
         replication.

         HIGH AVAILABILITY FOR BUSINESS CONTINUANCE

         By combining the proven reliability of the SilkWorm switch family with
         a wide range of hardware and software availability features--such as
         seamless upgrades of switch software--the SilkWorm 3900 supports a SAN
         fabric capable of delivering overall system availability greater than
         99.999 percent.

         The core-to-edge SAN model uses redundant fabrics, hot-pluggable
         components, and multiple data paths to help ensure high availability
         across the fabric. In addition, Brocade Fabric Shortest Path First
         (FSPF) enables the fabric to automatically isolate problems and reroute
         traffic around failed links onto alternate paths. As a result, the
         SilkWorm 3900 provides a SAN infrastructure solution that is designed
         to meet the most demanding business continuance requirements.

         INDUSTRY-LEADING PERFORMANCE

         The SilkWorm 3900 provides numerous business advantages for
         organizations that want to increase application performance and
         operational productivity. It can deliver up to 128 Gbit/sec of
         aggregated throughput, with 32 ports capable of 2 Gbit/sec full-duplex
         performance. To achieve even higher performance, organizations can use
         Brocade ISL Trunking, which combines as many as four ISLs into a single
         logical ISL with up to 8 Gbit/sec throughput.

         Fibre Channel speed is also possible at longer distances for remote
         operations. By leveraging the Brocade Extended Fabrics feature and
         Dense Wave Division Multiplexing (DWDM) technology, storage networks
         can span up to 100 km over Metropolitan Area Networks (MANs) at high
         speed--significantly enhancing disaster recovery operations.

         A DESIGN TO LEVERAGE INTELLIGENCE IN THE FABRIC

         To help maximize IT investments and reduce costs, the SilkWorm 3900 is
         designed to leverage the industry's only intelligent fabric services
         architecture. The proven intelligence in the Brocade Fabric OS and
         third-generation Brocade ASIC technology enables the high levels of
         security, management, and performance required by the most demanding
         SAN environments.

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                            BROCADE / HP CONFIDENTIAL

         Organizations can utilize leading capabilities such as frame filtering
         and Brocade Advanced Fabric Services to unlock the intelligence of the
         Brocade SAN fabric for a variety of applications. For instance, Brocade
         Advanced Zoning enables organizations to implement robust,
         hardware-enforced zoning based on World Wide Name (WWN). Advanced
         Performance Monitoring provides fabric-wide performance analysis to
         support tasks such as load balancing and application charge-back. And
         ISL Trunking provides 8 Gbit/sec throughput to support high-performance
         applications.

         OPEN SAN MANAGEMENT

         The SilkWorm 3900 simplifies SAN management by networking core and edge
         switches under a common management platform based on Brocade Fabric OS.
         An embedded real-time operating system, Fabric OS includes standard
         management interfaces, a full range of management tools, and a Brocade
         Fabric Access API that supports third-party SAN management
         applications. This open systems approach enables heterogeneous device
         connectivity, automatic data routing, and a seamless upgrade path among
         all SilkWorm products.

         To simplify SAN administration and reduce management costs, the
         SilkWorm 3900 supports the following functions:

         -        Simple Network Management Protocol (SNMP)-based interfaces to
         access switch information

         -        Switch management through a command line interface, WEB TOOLS,
         or Fabric Manager

         -        End-to-end fabric visibility through Advanced Performance
         Monitoring

         -        Real-time health monitoring through Fabric Watch

         -        Third-party SAN management application development through the
         Fabric Access API

         SEAMLESS UPGRADES AND INVESTMENT PROTECTION

         To protect existing investments, the SilkWorm 3900 provides backward
         and forward compatibility with the SilkWorm family of switches. In
         addition, translative mode capabilities enable legacy private loop
         devices to join the Fibre Channel SAN fabric.

         The SilkWorm 3900 integrates with heterogeneous environments that
         include operating systems such as Windows NT, UNIX, and Linux--giving
         organizations the flexibility to select storage solutions that best
         match their particular needs. As a result, these organizations can more
         easily implement cost-efficient and highly manageable enterprise SAN
         fabrics.

         HIGHER FABRIC SECURITY FOR CRITICAL INFORMATION

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                            BROCADE / HP CONFIDENTIAL

         The SilkWorm 3900 is designed to provide the highest level of SAN
         fabric security to help organizations safeguard their critical
         information. For example, Brocade Zoning logically groups a SAN fabric
         into secure zones to help ensure that SAN-attached devices can access
         only their authorized storage resources. Advanced Zoning provides even
         more control over the fabric through robust hardware-enforced zoning by
         WWN. These capabilities enable organizations to simplify administration
         while significantly increasing their control over data access.

         MAXIMIZING SAN INVESTMENTS

         Brocade and its partners offer complete SAN solutions to meet a wide
         range of technology and business requirements. These solutions include
         education and training, support, service, and professional services to
         help optimize SAN investments. For more information, contact an
         authorized Brocade sales partner or visit www.brocade.com.

         Systems Architecture

         Fibre Channel ports 32 universal ports (E, F, and FL)
         Interoperability SilkWorm 2000, 3000, and 12000 switches
         Performance Auto-sensing of 1 Gbit/sec and 2 Gbit/sec port speeds
         ISL Trunking Up to four 2.125 Gbit/sec ports per trunk; up to 8.5
         Gbit/sec per ISL trunk
         Aggregate bandwidth 128 Gbit/sec end-to-end
         Switch core Non-blocking
         Fabric latency <2.1 usec. with no contention, cut-through routing
         Maximum frame size 2112-byte payload
         Classes of service Class 2, Class 3, Class F (inter-switch frames)
         Port types FL_Port, F_Port, and E_Port; self-discovery based on switch
         type
         (U_Port); optional port type control
         Data traffic types Fabric switches support unicast, multicast (256
         groups), and broadcast
         Media types Small Form-Factor Pluggable (SFP)
         Laser Short-wave, long-wave, and extended long-wave
         Fabric services Simple Name Server, Registered State Change
         Notification (RSCN), Alias Server (multicast), and Brocade Zoning,
         Advanced Zoning, Extended Fabrics, Fabric Watch, ISL Trunking, and
         Remote Switch (some services are optional)
         Options Redundant power supply, SFP media, and rack-mount kit

         Management

         Supported software Telnet, SNMP, WEB TOOLS, and Fabric Manager
         (optional)
         Management access 10/100 Ethernet (RJ-45), serial port
         Diagnostics POST and embedded online/offline diagnostics

         Mechanical Specifications

         Enclosure Back-to-front airflow, power from rear
         1.5U, 19-in.-EIA compliant

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                            BROCADE / HP CONFIDENTIAL

         Size Depth: 58.56 cm (23.06 in) Height: 6.55 cm (2.58 in.) Width: 42.86
         cm (16.87 in.)
         Weight Single power supply weight: 14.33 kg (31.60 lbs) Double power
         supply weight: 16.24 kg (35.80 lbs)
         Mounting option Rack-mountable in standard rack; Telco-style
         mid-mounting

         Environment

         Temperature Operating: 10(degree)C to 40(degree)C (50(degree)F to
         104(degree)F) Nonoperating: -25(degree)C to 70(degree)C (-13(degree)F
         to 158(degree)F)
         Humidity Operating: 20% to 85% non-condensing at 40(degree)C
         (104(degree)F) Nonoperating: 10% to 85% non-condensing, at 70(degree)C
         (158(degree)F)
         Altitude Operating: up to 3,000 m (9,800 ft) Nonoperating: up to 12 km
         (40,000 ft)
         Shock Operating: 80 G, 2.4ms, half-sine Nonoperating: 20 G, 11
         milliseconds, half-sine wave
         Vibration Operating: 0.5 G, 5-500 Hz Non-operating: 2.0 G, 5-500 Hz

         Power

         AC Input Nominal: 100 to 240 VAC auto-ranging; 5.0 A
         Frequency 47 to 63 Hz

         Figure 1. The SilkWorm 3900 provides a reliable building block for
         departmental SANs and a high-performance edge switch for enterprise
         core-to-edge SANs.

         SILKWORM SWITCH FAMILY

         FIBRE CHANNEL STANDARDS AND REVISIONS

         FC-AL-2 Rev 7.0 FC-FLA Rev 2.7 FC-GS-3 Rev 7.01 FC-FG Rev 3.5
             FC-FS Rev 1.7
         FC-PH Rev 4.3 FC-PH-2 Rev 7.4 FC-PH-3 Rev 9.4 FC-PLDA Rev 2.1
             FC-SW-2 Rev 5.4
         FC-VI Rev 1.6IPFC RFC 2625

         Corporate Headquarters
         San Jose, CA USA
         T: (408) 487-8000
         info@brocade.com

         European Headquarters
         Geneva, Switzerland
         T: +41 22 799 56 40
         europe-info@brocade.com

         Asia Pacific Headquarters

                                    Page A-5

<PAGE>

                            BROCADE / HP CONFIDENTIAL

         Tokyo, Japan
         T: +81-3-5402-5300
         apac-info@brocade.com

         Latin America Headquarters
         Miami, FL USA
         (T): 305-716-4165
         latinam-sales@brocade.com

         (C) 2002 Brocade Communications Systems, Inc. All Rights Reserved.
         10/02 GA-DS-454-00

         Brocade, the Brocade B weave logo, and SilkWorm are registered
         trademarks of Brocade Communications Systems, Inc., in the United
         States and/or in other countries. All other brands, products, or
         service names are or may be trademarks or service marks of, and are
         used to identify products or services of their respective owners.

         Notice: This document is for informational purposes only and does not
         set forth any warranty, expressed or implied, concerning any equipment,
         equipment feature, or service offered or to be offered by Brocade.
         Brocade reserves the right to make changes to this document at any
         time, without notice, and assumes no responsibility for its use. This
         informational document describes features that may not be currently
         available. Contact a Brocade sales office for information on feature
         and product availability.

         Export of technical data contained in this document may require an
         export license from the United States Government.

                                    Page A-6

<PAGE>

                           BROCADE / HP CONFIDENTIAL

                                  EXHIBIT (A-2)

         Note: HP configuration specifications for all OEM Products shall
         immediately follow this cover page and be incorporated into this
         Exhibit (A-2) by reference.

----------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

                                    Page A2-1

<PAGE>

                           BROCADE / HP CONFIDENTIAL

                          CONFIGURATION SPECIFICATIONS

                          HP STORAGEWORKS CORE SWITCH
                                      2/64

                                    [PICTURE]

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-2
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

BROCADE 12000 INFORMATION

PRODUCT :                  hp StorageWorks Core Switch 2/64

MODEL NUMBERS:

[*]                        hp StorageWorks Core Switch 2/64
[*]                        Blade

[*]                        hp StorageWorks Core Switch 2/64 (w/ 32 ports)
[*]

[*]                        hp StorageWorks Core Switch Blade (16 port)
[*]

SUPPLIER:                  Brocade

----------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-3
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

                            DOCUMENT REVISION HISTORY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
REVISION #                  DATE                                DESCRIPTION
------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>
    00                     1/24/02        Preliminary
------------------------------------------------------------------------------------------------------
    01                     2/26/02        Added p/n's, agency label and button drawings
------------------------------------------------------------------------------------------------------
    02                   2/28/2002        Changed bar coding of FRU spec. Page 8
------------------------------------------------------------------------------------------------------
    03                   3/14/2002        product name change, brocade badges
------------------------------------------------------------------------------------------------------
    04                     3/19/02        Added FRU information & license information
------------------------------------------------------------------------------------------------------
    05                     3/20/02        Dropped AZ.
                                          Removed reference to quickloop
                                          Added 5.X Port card requirements
------------------------------------------------------------------------------------------------------
    06                     3/25/02        Corrected rail kit pn in 4.0 to -87903 not -87902
------------------------------------------------------------------------------------------------------
    E7                     3/29/02        Added contents of rack mount hw kit (BOB)
------------------------------------------------------------------------------------------------------
    E8                      4/9/02        CD-Rom artwork
------------------------------------------------------------------------------------------------------
    E9                     4/23/02        Corrected formatting issues, added pn to assy & rail kit
                                          subcomponents.
------------------------------------------------------------------------------------------------------
   E10                     4/23/02        Add route.delayReroute:1
                                          All material to be included from Brocade (Polish Doc,
                                          Power Cord, Getting Started Guide, BOB)
------------------------------------------------------------------------------------------------------
   E11                     5/24/02        Included changes to make similar to pre merger Compaq model.
------------------------------------------------------------------------------------------------------
   E12                     5/29/02        Pre Merger Compaq team added their content
------------------------------------------------------------------------------------------------------
   E13                     5/30/02        Added shipping labels, Compaq part # labels, and locations
------------------------------------------------------------------------------------------------------
</TABLE>

----------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                               Page A2-4
<S>                       <C>                                         <C>
      [*]                   Revision 0                                    [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                  <C>
         DOCUMENT REVISION HISTORY                                    4

1.       SCOPE OF DOCUMENT                                            6

2.       HP'S GENERAL REQUIREMENTS                                    6
     2.1    Bar Code Requirements                                     6
     2.2    Power Cords                                               6

3.0       PURCHASED PARTS                                             7

4.0       SWITCH                                                      8
     4.1    Switch Configuration                                      8
     4.2    Switch: Configuration Parameters                          8
     4.3    Switch: Licenses                                          9
     4.4    Switch: Accessory Kit                                     9
     4.5    Switch: Rack Mount Kit A6509-87903                       11
     4.6    Switch: Labels                                           12
     4.7    Label Locations                                          14
     4.8    Label:  Accessory Kit                                    14
     4.9    Label: Rack Mount Kit                                    14
     4.10   Label: Agency                                            15
     4.11   Switch: FRUs                                             15
     4.12   Switch: Packaging                                        15
     4.13   Switch: Documentation CD-ROM Artwork                     18

5.0      PORT CARD                                                   19
     5.1    Port Card: Serial Label                                  19
     5.2    Port Card Packaging:                                     19
     5.3    Port Card Shipping Labeling:                             19

6.0      Polish Enterprise Safety & Reg Info 5953-5086               20

7.0      Power Cord Retaining Clamp                                  24
</TABLE>

----------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-5
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

1.        SCOPE OF DOCUMENT

This document describes the expectations of how HP expects to receive the 2Gb
Network Switch and all parts, devices and components associated with the switch.
Typical expectations described in this document are:

     -   Part Numbering and Cross Referencing

     -   Configuration and revision

     -   Labeling

     -   Packaging

This document supercedes any specification described in the Supplier's Product
Specification Documentation.

2.       HP'S GENERAL REQUIREMENTS

2.1      Bar Code Requirements [MSOffice3]

         -    The bar code symbol bar shall be Code 39 (also known as "Code 3 of
              9") as specified by the AIM Uniform Symbology Specification Code
              39.

         -    The symbol bar shall start with a minimum "Quiet Zone" of .25
              inches and an asterisk "Start" character ( * in Code 39) where
              applicable (no adjacent labels). The symbol shall end in the
              asterisk followed again by a minimum .25 inches of "Quiet Zone".

         -    The bar code height shall be .125 inches (minimum).

2.2      Power Cords

Accessory kit includes a total of four power cords (2 PDU and 2 Standard
external power, see CSD for part numbers).
[MSOffice4]
Power cords have strict sourcing requirements. Power cords may only be sourced
from HP specified vendors and only under the HP part number. No other power cord
shall be considered. The power cords to be included with the 12000 switch are
manufactured by Feller US Corp., part number 20000127

----------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-6
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

3.0      PURCHASED PARTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
HP PART NUMBER /     BROCADE PART
COMPAQ PART NUMBER      NUMBER         DESCRIPTION            CONTENTS                                  CONTENT
------------------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>             <C>                                             <C>
      [*]            HQ-12000-         Switch,         Switch                                          A6509-70001
      [*]            0001              fc 128 kit      Accessory Kit                                   A6509-87901
      [*]            [MSOffice5]                       Rack Mount Kit                                  A6509-87903
------------------------------------------------------------------------------------------------------------------
      [*]            HQ-12000-         Port Card       Port card                                       A6510-60001
      [*]            0002                              Installation Sheet (Brocade Pub # 53-           A6510-96001
      [*]                                                    0000157-09)
------------------------------------------------------------------------------------------------------------------
</TABLE>

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-7
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

4.0      SWITCH

[*]

PART    NUMBER: [*]
                [*]
                 [*]
DESCRIPTION: HP STORAGEWORKS CORE SWITCH 2/64

4.1      Switch Configuration

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
       ITEM                                        DESCRIPTION (6/1)                     7/26
---------------------------------------------------------------------------------------------
<S>                                <C>                                                   <C>
Chassis Color                      No Paint. Clear anodized aluminum. Not
                                   Customizable
---------------------------------------------------------------------------------------------
Chassis Door (metal)               Graphite, Compaq P/N 114047-064
---------------------------------------------------------------------------------------------
Chassis Door (plastic)             Graphite, Compaq P/N: 114047-064
---------------------------------------------------------------------------------------------
Chassis Door 2" Badge              No Badge
---------------------------------------------------------------------------------------------
WWN bezel (plastic)                Graphite, Compaq P/N: 114047-064
---------------------------------------------------------------------------------------------
WWN Mylar label                    Graphite background, Opal font/accent font:"Thesis
                                   Sans Bold" ( hp StorageWorks)
---------------------------------------------------------------------------------------------
WWN 1" Badge                       No Badge
---------------------------------------------------------------------------------------------
Cable Management Tray              Graphite, Compaq P/N: 114047-064
---------------------------------------------------------------------------------------------
Agency Certification               HP customized. See Section 8.0
---------------------------------------------------------------------------------------------
Cable Pillars                      Included, quantity 16.
---------------------------------------------------------------------------------------------
Firmware                           4.0.0a
---------------------------------------------------------------------------------------------
IP Address default                 10.77.77.77
---------------------------------------------------------------------------------------------
Subnetmask                         255.255.255.0
---------------------------------------------------------------------------------------------
Power Supplies                     Quantity 4
---------------------------------------------------------------------------------------------
Blowers                            Quantity 3
---------------------------------------------------------------------------------------------
</TABLE>

4.2      Switch: Configuration Parameters

<TABLE>
---------------------------------------------------------------------------------------------
<S>                      <C>
CLI Timeout              10 minutes
---------------------------------------------------------------------------------------------
                         [HP Silkworm 12000 logical switch 0 and logical switch 1]
---------------------------------------------------------------------------------------------
[Configuration]
---------------------------------------------------------------------------------------------
                         oemLogo:1
---------------------------------------------------------------------------------------------
                         snmp.sysObjectID:1588.2.1.1.10
---------------------------------------------------------------------------------------------
                         snmp.sysObjectID.default:1588.2.1.1.10
---------------------------------------------------------------------------------------------
                         switch.status.policy.PowerSupplies.down 3
---------------------------------------------------------------------------------------------
                         thresh.alarmsfilter:1
---------------------------------------------------------------------------------------------
</TABLE>

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-8
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

<TABLE>
---------------------------------------------------------------------------------------------
<S>                      <C>
                         route.delayReroute:1
---------------------------------------------------------------------------------------------
                         Brocade WWN
---------------------------------------------------------------------------------------------
                         Core PID bit set to 1
---------------------------------------------------------------------------------------------
</TABLE>

4.3      Switch: Licenses

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
  LICENSES          SHIPPING STATUS         HP PN        CPQ PN (SS, SN *)    BROCADE PN
---------------------------------------------------------------------------------------------
<S>                <C>                      <C>          <C>                 <C>
FabricOS 4.0       Factory installed
---------------------------------------------------------------------------------------------
Adv. Webtools      Factory installed                                         HP-1200AWT-01
---------------------------------------------------------------------------------------------
Adv. Zoning        Factory installed                                         HP-1200ADZ-01
---------------------------------------------------------------------------------------------
Fabric Watch       Factory installed                                         HP-1200FWH-01
---------------------------------------------------------------------------------------------
Adv. Perf.         Factory installed                            [*]          HP-1200PRF-01
Monitoring                                                      [*]
                                                                [*]
---------------------------------------------------------------------------------------------
LUN Zoning (**)    Customer option                              [*]
                                                                [*]
                                                                [*]
---------------------------------------------------------------------------------------------
Qkloop Fabric      Customer option                              [*]
Assist                                                          [*]
(**)                                                            [*]
---------------------------------------------------------------------------------------------
Secure Fabric O/S  Customer option                              [*]
(**)                                                            [*]
                                                                [*]
---------------------------------------------------------------------------------------------
ISL Trunking       Customer option           [*]                [*]          HP-1200TRK-01
                                                                [*]
                                                                [*]
---------------------------------------------------------------------------------------------
Extended Fabrics   Customer option           [*]                [*]          HP-1200EXF-01
                                                                [*]
                                                                [*]
---------------------------------------------------------------------------------------------
Remote Switch      Customer option           [*]                [*]          HP-1200RSW-01
                                                                [*]
                                                                [*]
---------------------------------------------------------------------------------------------
Repair keys        None                     None                             None
---------------------------------------------------------------------------------------------
</TABLE>

* SS = Software Salable,   SN = Software Non-Salable

** Available post FRS

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-9
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

4.4      Switch: Accessory Kit

                           HPPN: [*]       BROCADE PN:  TBD

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
HP PART NUMBER     CPQ PN        BROCADE PN                 DESCRIPTION (HPPN)                         QTY
----------------------------------------------------------------------------------------------------------
<S>                <C>           <C>             <C>                                                   <C>
     [*]                                         DOCUMENTATION CD-ROM                                  [*]
                                                 See Section 4.8
----------------------------------------------------------------------------------------------------------
     [*]                                         RBII MOUNTING HARDWARE                                [*]
                                                 "Bag O Bolts"
                                                 4 M5 Tinnermans (0590-2318)
                                                 4 M5 Torx screws (0515-0671)
----------------------------------------------------------------------------------------------------------
     [*]                                         Polish Enterprise Safety & Reg Info. SEE              [*]
                                                 SECTION 6.0
----------------------------------------------------------------------------------------------------------
     [*]                                         Modem Setup Procedure                                 [*]
----------------------------------------------------------------------------------------------------------
     [*]                                         SERIAL CABLE & ADAPTOR                                [*]
----------------------------------------------------------------------------------------------------------
     [*]                                         INSTALLATION GUIDE                                    [*]
                                                 Note: Print on Demand item
----------------------------------------------------------------------------------------------------------
                                                 READ ME FIRST                                         [*]
----------------------------------------------------------------------------------------------------------
                                 58-0000006-01   POWER CORDS (C19-C20)                                 [*]
----------------------------------------------------------------------------------------------------------
                                 58-0000011-01   POWER CORDS (NEMA-L6-20 TWIST LOCK)                   [*]
----------------------------------------------------------------------------------------------------------
     [*]                                         CORD RETAINING CLAMP    See section 7.0               [*]
----------------------------------------------------------------------------------------------------------
     [*]                                         CABLE GUIDE PILLAR                                    [*]
----------------------------------------------------------------------------------------------------------
                                 58-0000010-01   ESD WRIST STRAP                                       [*]
----------------------------------------------------------------------------------------------------------
                                 60-0000775-01   FABRIC MANAGER 3.02                                   [*]
----------------------------------------------------------------------------------------------------------
</TABLE>

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                    Page A2-10
<S>                       <C>                               <C>
     [*]                    Revision 0                        [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

4.5      Switch: Rack Mount Kit     [*]

<TABLE>
<CAPTION>
DESCRIPTION                                                          QTY
<S>                                                                  <C>
ASSY, BRKT, RACK MNT, LEFT                                           [*]
BRKT, RACK MNT, UPPER, LEFT                                          [*]
BRKT, RACK MNT, UPPER, REAR                                          [*]
SCR,10-32,3/8 PPH,ST,ZNC, PATCHLOK                                   [*]
ASSY, BRKT, RACK MNT, RIGHT                                          [*]
BRKT, RACK MNT, UPPER, RIGHT                                         [*]
BRKT, RACK MNT, UPPER, REAR                                          [*]
SCR,10-32,3/8 PPH,ST,ZNC, PATCHLOK                                   [*]
ASSY, SHELF, RACK MNT, LEFT                                          [*]
BRKT, SHELF, RACK MNT, LEFT                                          [*]
BRKT, EIA, RACK MNT, LT                                              [*]
SCR,10-32,3/8 PPH,ST,ZNC, PATCHLOK                                   [*]
ASSY, SHELF, RACK MNT, RIGHT                                         [*]
BRKT, SHELF, RACK MNT, RIGHT                                         [*]
BRKT, EIA, RACK MNT, RT                                              [*]
SCR,10-32,3/8 PPH,ST,ZNC, PATCHLOK                                   [*]
ASSY, HARDWARE, RACK MNT, SW12000                                    [*]
SCR,10-32,5/16PFH,ST,ZC,UNDRCT, PATCHLK                              [*]
ASSY, HARDWARE, RACK MNT, SW6400                                     [*]
SCR,8-32X5/16",FHP,100 D,ST,ZNC,PATCHLOK                             [*]
ASSY, HARDWARE, RITTAL RACK                                          [*]
WASHER, ALIGNMENT, RACK MNT                                          [*]
SCR,1/4-20 X .5", PHP, PATCHLOK                                      [*]
NUT,RETAINER,10-32                                                   [*]
SCR,10-32X.63",PHP,SQCONESEM                                         [*]
SCR,1/4-20X.5",PHP,SQCONESEM                                         [*]
</TABLE>

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-11
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

4.6      Switch: Labels[MSOffice6]

<TABLE>
<CAPTION>
LABELS
<S>                        <C>
Brocade Std Product        [PICTURE]
(Placement: Front
Inside Left - SFP side)

Brocade Serial             [PICTURE]
Number
(Placement: Front
Inside Left - SFP side)

Compaq product label       [PICTURE]
(includes 2-5-2 p/n,
6-3 p/n, s/n)
(Placement: Front
Inside Left - SFP side)

Switch HP Serial Number    HP Serial Number:[*]
(Placement: Back of        [PICTURE]
         unit)

                           [*] Serial Number Format:
                           US    = Country of Manufacture
                           B     = Supplier ID, Brocade

                           0     = Revision 0. To be updated per applicable PCNs
                           V     = Project Identifier
                           xxxxx = sequential numeric counter starting with 00001 and
                                   not reset when revision level is changed.
                           (Note: For June 3, 02 launch use serial # block [*]. For merged
                            product use serial numbers block [*] onwards)
</TABLE>

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-12
<S>                       <C>                               <C>
  [*]                       Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

<TABLE>
<S>                      <C>
 HP Part Number          HP Part Number: [*]
     Label               [PICTURE]

  (Placement: Back of
         unit)

                         5x5 part number in human readable and 3x9 bar code.
</TABLE>

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-13
<S>                       <C>                               <C>
  [*]                       Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

4.7      Label Locations

[PICTURE]

4.8      Label:   Accessory Kit

                  Description: Accessory Kit

                  HP Part Number: [*]
                  [PICTURE]

4.9      Label:   Rack Mount Kit

                  Description:         Rack mount kit for 12000 switch

                  HP Part Number: [*]
                  [PICTURE]

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-14
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

4.10     Label: Agency

[PICTURE]

4.11     Switch:  FRUs

<TABLE>
<CAPTION>
                      BROCADE PART        HP REPLACEMENT     HP EXCHANGE                                COMPAQ FRU
  HP DESCRIPTION        NUMBERS            PART NUMBER       PART NUMBER    COMPAQ DESCRIPTION          PART NUMBER
-------------------------------------------------------------------------------------------------------------------
<S>                 <C>                   <C>                <C>           <C>                          <C>
Port Card           HP-12000-0004                                [*]       SWITCH12000 PORT             283802-001
-------------------------------------------------------------------------------------------------------------------
Power Supply        XHP-12000-0104             [*]                         PWR SPLY,SW12000,1000W       283804-001
-------------------------------------------------------------------------------------------------------------------
Blower Assembly     XHP-12000-0122             [*]                         BLOWER,SW12000 CP            283801-001
-------------------------------------------------------------------------------------------------------------------
Rear WWN Assembly   XHP-12000-0123             [*]
-------------------------------------------------------------------------------------------------------------------
CP Card             XHP-12000-0103                               [*]       SWITCH12000 CP                283803-001
-------------------------------------------------------------------------------------------------------------------
                                                                           RACK MNT KIT,SW12000,14U      283805-001
-------------------------------------------------------------------------------------------------------------------
                                                                           PANEL,FILLER,PORT CARD        283806-001
-------------------------------------------------------------------------------------------------------------------
                                                                           SW12000 CP PILLAR             283807-001
-------------------------------------------------------------------------------------------------------------------
</TABLE>

4.12     Switch:  Packaging

Brocade Standard Packaging for the switch

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-15
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

HP SHIPPING LABEL

[PICTURE]

COMPAQ SHIPPING LABEL

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-16
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

[PICTURE]

LABEL PLACEMENT: Add the Compaq shipping label on the same side of the shipping
crate as the HP shipping label but separated from each other (i.e. opposite
corners of the box)

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-17
<S>                       <C>                               <C>
   [*]                      Revision 0                        [*]
</TABLE>

<PAGE>

4.13     Switch:  Documentation CD-ROM Artwork

CD-ROM is included in the accessory kit.[MSOffice8]

[PICTURE]

---------------

*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-18
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

5.0      Port Card

5.1      Port Card:        Serial Label

<TABLE>
<S>                          <C>
Port Card HP Serial Number   HP Serial Number:[*]
                             [PICTURE]

                             [*] Serial number format:
                             US    = Country of Manufacture
                             B     = Supplier ID, Brocade
                             0     = Revision 0. To be updated per applicable PCNs
                             W     = Project Identifier
                             xxxxx = sequential numeric counter starting with 00001 and
                                     not reset when revision level is changed.
</TABLE>

5.2      PORT CARD:    PART NUMBER LABEL (IMAGE NOT SHOWN)

5.3      Port Card Packaging:

    Standard Brocade packaging.

5.4      Port Card Shipping Labeling:

    Label must contain:
    SHIP TO ADDRESS
    DESCRIPTION
    HP SERIAL NUMBER
    COUNTRY OF ORIGIN
    HP PURCHASE ORDER
    CE MARK
    GOST MARK

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*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-19
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

6.0      POLISH ENTERPRISE SAFETY & REG INFO 5953-5086

[PICTURE]

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*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-20
<S>                       <C>                               <C>
   [*]                      Revision 0                        [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

[PICTURE]

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-21
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

[PICTURE]

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-22
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

[PICTURE]

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-23
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

7.0      POWER CORD RETAINING CLAMP

    [PICTURE]

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<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-24
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

8.0      INSTALLATION SHEET SHIPPED WITH PORT CARD

[PICTURE]

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<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-25
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

[PICTURE]

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-26
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

[PICTURE]

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     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-27
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

[PICTURE]

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-28
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

                           BROCADE / HP CONFIDENTIAL

[PICTURE]

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-29
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

                                  EXHIBIT A-2-1

                           Configuration Specification
                                       for
                          Brocade's 3200 Network Switch

[PICTURE]

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*    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

Brocade 3200 Configuration Specifications

Product, Model and Supplier Information

PRODUCT :                  hp fc switch 8B
                           hp fc entry switch 8B

MODEL NUMBERS:

A7346A                     Field Racked 8 Port 2 Gb Entry Level Network Switch

A7346AZ                    Factory Racked 8 Port 2 Gb Entry Level Network Switch

A7347A                     Field Racked 8 Port 2Gb Network Switch.

A7347AZ                    Factory Racked 8 Port 2Gb Network Switch

SUPPLIER:                  Brocade

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     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-2
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

                            DOCUMENT REVISION HISTORY

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Revision #                  Date                         Description
-----------------------------------------------------------------------------------------
<S>                       <C>          <C>
    01                    11/29/01     Preliminary
-----------------------------------------------------------------------------------------
    02                      1/2/02     updated labels, added bezel graphics., cd artwork
-----------------------------------------------------------------------------------------
    03                      1/9/02     corrected accessory kit pn, firmware rev, added
                                       mylar label graphics for high end switch
-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------
</TABLE>

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     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-3
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

                                Table of Contents

<TABLE>
<S>                                                                     <C>
         Document Revision History                                       3

1.    Scope of Document                                                  5

2.    Hewlett-Packard's Product Requirements                             5
     2.1    Sourcing Material as Logical Units                           5
     2.2    Bar Code Requirements                                        5
     2.3    Power Cords                                                  6

3.0      NSSO Purchased Parts                                            6

4.0      Label - Summary                                                 7

5.0      Serial Number Details                                           8

6.0      Labels                                                          9
     6.1    Part Number - Serial Number Label                            9
     6.2    Agency Label                                                 9
     6.3    Model Label                                                 10
     6.4    Accessory Kit Label                                         10
     6.5    Brocade Shipping Label                                      10

7.0      Front Mylar Label Graphics                                     11

8.0      FRUs                                                           12

9.0      CD-ROM Artwork                                                 12
</TABLE>

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     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-4
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

1.       Scope of Document

This document describes the expectations of how HP expects to receive the 2Gb
Network Switch and all parts, devices and components associated with the switch.
Typical expectations described in this document are:

     -   Part Numbering and Cross Referencing

     -   Configuration and revision

     -   Labeling

     -   Packaging

This document supercedes any specification described in the Supplier's Product
Specification Documentation.

2.       Hewlett-Packard's Product Requirements

2.1      Sourcing Material as Logical Units

All material shall be sourced as individual logical units as defined in section
3. A logical unit is one that will be consumed as a single item within a single
process area or not consumed within the process area and can be set aside
without impacting the integrity of the end product. See section 3 for definition
and declaration of consumable and non-consumable material.

All logical units must be labeled ( human readable and 3x9 barcode for scanning)
with a part number, serial number (if applicable) and quantity (if shipped in
bulk). See bar code information for more details. Individual part labeling is
applicable to all parts except when individual labeling is impractical (e.g.
screws, nuts, bolts, etc.).

ESD sensitive parts and material are to be packaged and labeled per industry
standards.

Shipping cartons shall not contain mixed logical units. Each shipping carton may
contain a maximum of one purchase order line item or part number.

2.2      Bar Code Requirements

         -    -    The bar code symbol bar shall be Code 39 (also known as "Code
              3 of 9") as specified by the AIM Uniform Symbology Specification
              Code 39.

         -    -    The symbol bar shall start with a minimum "Quiet Zone" of .25
              inches and an asterisk "Start" character ( * in Code 39) where
              applicable (no adjacent labels). The symbol shall end in the
              asterisk followed again by a minimum .25 inches of "Quiet Zone".

         -    -    The bar code height shall be .125 inches (minimum).

---------------

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-5
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

2.3      Power Cords

Power cords have strict sourcing requirements. Power cords may only be sourced
from HP specified vendors and only under the HP part number. No other power cord
shall be considered. Because of these requirements, it is not necessary to
include power cords with the 3200 switch.

3.0      NSSO Purchased Parts

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                  [*]                                     MODEL NUMBER: [*]
                                  PART NUMBER: [*]                        PART NUMBER: [*]
                                  DESCRIPTION: ENTRY LEVEL                DESCRIPTION: ENTERPRISE LEVEL
----------------------------------------------------------------------------------------------------------------
<S>                               <C>                                     <C>
LICENSES
----------------------------------------------------------------------------------------------------------------
    Webtools                      Installed at Foxconn                    Installed at Foxconn
----------------------------------------------------------------------------------------------------------------
    Zoning                                                                Installed at Foxconn
----------------------------------------------------------------------------------------------------------------
    Quickloop                     Installed at Foxconn                    Installed at Foxconn
----------------------------------------------------------------------------------------------------------------
    Fabric Watch                                                          Installed at Foxconn
----------------------------------------------------------------------------------------------------------------
    ISL Trunking
----------------------------------------------------------------------------------------------------------------
    Perf. Monitoring
----------------------------------------------------------------------------------------------------------------
    Extended Fabric
----------------------------------------------------------------------------------------------------------------
    Remote Switch
----------------------------------------------------------------------------------------------------------------
HARDWARE
----------------------------------------------------------------------------------------------------------------
    Accessory Kit                 Included.                               Included.
                                  Labeled [*] (bar coded and human        Labeled [*] (bar coded and human
                                  readable) which consists of:            readable) which consists of:

                                     -     -     Documentation CD            -     -     Documentation CD

                                     -     -     Serial Cable                -     -     Serial Cable

                                     -     -     Rubber Feet                 -     -     Rubber feet

----------------------------------------------------------------------------------------------------------------
    Rails                         Not Included                            Not Included
----------------------------------------------------------------------------------------------------------------
    Power Cords                   Not Included                            Not Included
----------------------------------------------------------------------------------------------------------------
    Manuals                       Not Included                            Not Included
----------------------------------------------------------------------------------------------------------------
SWITCH CONFIGURATION
----------------------------------------------------------------------------------------------------------------
    Chassis Color                 Brocade Standard (2 Blue)               Brocade Standard (2 Blue)
----------------------------------------------------------------------------------------------------------------
    Bezel Color                   Brocade Standard (2 Blue)               Brocade Standard (2 Blue)
----------------------------------------------------------------------------------------------------------------
    Badge                         Not included                            Not included
----------------------------------------------------------------------------------------------------------------
    Firmware                      3.0.1b                                  3.0.1b
----------------------------------------------------------------------------------------------------------------
</TABLE>

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     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                  Page A2-1-6
<S>                       <C>                            <C>
     [*]                    Revision 0                      [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

<TABLE>
<S>                               <C>                                     <C>
IP Address default                  10.77.77.77                             10.77.77.77
Subnetmask                        255.255.255.0                           255.255.255.0
</TABLE>

4.0      Label - Summary

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
   SWITCH LABEL                          DESCRIPTION                                LOCATION
----------------------------------------------------------------------------------------------------------------
<S>                         <C>                                          <C>
Part Number- Serial         HP Part Number: [*]                          Switch: top, media side, right
Number Label                [PICTURE]

                            HP Serial Number: [*]
                            [PICTURE]

                            HP Part Number: [*]
                            [PICTURE]

                            HP Serial Number: [*]
                            [PICTURE]

Agency                      Details via email from Frank Sindelar        Switch: bottom, centered.
Model Label                 [PICTURE]                                    Switch: top, media side, left

                            [PICTURE]
IP address label            [PICTURE]                                    Right, front
Brocade Serial Number       No change
Brocade Std Product Label                                                Bottom, indentation
</TABLE>

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     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-7
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
ACCESSORY KIT LABEL                          DESCRIPTION                               LOCATION
----------------------------------------------------------------------------------------------------------------
<S>                                <C>                                     <C>
Accessory Kit label                Accessory Kit, 2Gb 8 Port Switch        Located on accessory kit box.
                                   HP Part Number [*]                      Must contain:
                                   [PICTURE]

                                                                             -      -     Description

                                                                             -      -     HP P/N

                                                                             -      -     Bar code of P/N.

----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
PACKAGING LABELS                        DESCRIPTION                                  LOCATION
----------------------------------------------------------------------------------------------------------------
<S>                                  <C>                               <C>
Shipping label                       Ship to Address                   Packaging: 2 labels per switch placed
                                     Description                       in opposite sides of packing box in
                                     HP Serial Number                  upper right corner.
                                     Country of Origin
                                     HP Purchase Order
                                     Brocade PN
                                     CE mark
                                     GOST mark
                                     See section 5.6
----------------------------------------------------------------------------------------------------------------
Over pack label                      No change                         Upper right corner of pallet on top of
                                                                       shrink wrap
----------------------------------------------------------------------------------------------------------------
</TABLE>

5.0      Serial Number Details

                  ENTRY LEVEL UNIT
                  [*] SERIAL NUMBER FORMAT: USB0TXXXXX
                  where    US            = Country of Manufacture
                           B             = Supplier ID, Brocade
                           0             = Revision Number 0
                           T             = HP Product Name abbreviation
                           XXXXX         = sequential numeric counter to
                                         start with 00001 and not reset when
                                         revision number is changed.

                  PERFORMANCE UPGRADE
                  [*] SERIAL NUMBER FORMAT: USB0SXXXXX
                  where    US            = Country of Manufacture
                           B             = Supplier ID, Brocade
                           0             = Revision Number 0
                           U             = HP Product Name abbreviation
                           XXXXX         = sequential numeric counter to
                                         start with 00001 and not reset when
                                         revision number is changed.

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-8
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

6.0      Labels

6.1      Part Number - Serial Number Label

CONTENT:

         HP Part Number and Serial Number with content bar coded in 3x9 format.

Examples:

HP Part Number: [*]
[PICTURE]

HP Serial Number: [*]
[PICTURE]

HP Part Number: [*]
[PICTURE]

HP Serial Number: [*]
[PICTURE]

         LOCATION:

                  Switch: Top, media side of unit, to the right.

6.2      Agency Label

         See email from Frank Sindelar.

         AGENCY LABEL PLACEMENT:
         Bottom of unit, centered.

---------------

-    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-9
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

6.3      Model Label

         CONTENT

[PICTURE]

[PICTURE]

         LOCATION

                  Switch: Top, media side, to left of unit.

6.4      Accessory Kit Label

Accessory kit box must be labeled with the following:

        -      -    Description:               Accessory Kit, 2Gb 8 Port Switch

        -      -    Part Number:               HP Part Number [*]

        -      -    Bar Code of part number:   [PICTURE]

6.5      Brocade Shipping Label

         The shipping label for [*] must contain the following fields:

               -      -    Ship to Address

               -      -    Description

               -      -    HP Serial Number

               -      -    Country of Origin

               -      -    Purchase Order

               -      -    Brocade Part Number

---------------

-    CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-10
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

     -    -   CE mark

     -    -   GOST mark

           Shipping label location

[PICTURE]

7.0      Front Mylar Label Graphics

[*]
[PICTURE]

Magnified to see text detail.
[PICTURE]

---------------

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-11
<S>                       <C>                               <C>
   [*]                      Revision 0                         [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

[*]
[PICTURE]

Magnified to see detail
[PICTURE]

8.0      FRUs

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Description          Supplier Part Number           HP Replacement Part Number       HP Exchange Part Number
------------------------------------------------------------------------------------------------------------
<S>                  <C>                            <C>                              <C>
  Switch                      tbd                               [*]                          N/A
------------------------------------------------------------------------------------------------------------
</TABLE>

9.0      CD-ROM Artwork

NOTE: NOT APPROVED AS OF 1/2/02. FOR REFERENCE ONLY!

---------------

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-12
<S>                       <C>                               <C>
   [*]                      Revision 0                          [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

[PICTURE]

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     THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
     OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:                     Configuration
5/15/2002                 Specification                     Page A2-1-13
<S>                       <C>                               <C>
   [*]                      Revision 0                          [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

                                  EXHIBIT A-2-2

                           Configuration Specification
                                       for
                          Brocade's 3800 Network Switch

                                    [PICTURE]

-----------------

-        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:            Configuration
5/15/2002        Specification               Page A2-2-1
<S>              <C>                         <C>
   [*]             Revision 0                     [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

Brocade 3800 Configuration Specification

Product Number:   hp surestore fc 1Gb/2Gb switch 16B

Model Numbers:

A7340A            Field Racked 16 Port 2 Gb Base Unit
                  Network Switch

A7340AZ           Factory Racked 16 Port 2 Gb Base Unit
                  Network Switch

A7340A opt 001    Field Racked 16 Port 2Gb Performance
                  Upgrade Network Switch.

A7340AZ opt 001   Factory Racked 16 Port 2Gb
                  Performance Upgrade Network Switch

Supplier:         Brocade

-----------------

-        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:            Configuration
5/15/2002        Specification               Page A2-2-2
<S>              <C>                         <C>
   [*]             Revision 0                     [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

                            DOCUMENT REVISION HISTORY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Revision #                Date                                Description
------------------------------------------------------------------------------------------------
<S>                       <C>          <C>
01                         9/5         Added FRUs
------------------------------------------------------------------------------------------------
02                         9/6         Changed Serial Number format.
------------------------------------------------------------------------------------------------
03                        9/21         Single part number
------------------------------------------------------------------------------------------------
04                        10/4         Added label info, Updated FRUs
------------------------------------------------------------------------------------------------
05                        10/5         Correct Prod # on p.10 & Noted CD P/N is wrong
------------------------------------------------------------------------------------------------
06                        10/8              -     Correct picture of CD-ROM artwork. Sec 8.0

                                            -     Add Hardware and Config
                                                  sections on Sec 3.0

                                            -     Change Accessory kit
                                                  description to: "Accessory
                                                  Kit, 2Gb 16 Port Switch" from
                                                  "Accessory Kit"

                                            -     Removed sec 5.0 added content
                                                  in 3.0 and 5.5

                                            -     Reworded 6.4
------------------------------------------------------------------------------------------------
07                        10/10             -     added base unit & perf upgrade as descriptions

                                            -     added section 6.0, bezel
                                                  graphics.

                                            -     not published on web yet.
------------------------------------------------------------------------------------------------
08                        10/18             -     added model number A7345A/AZ for perf. upgrade

                                            -     changed label/bezel colors to
                                                  Brocade default.
------------------------------------------------------------------------------------------------
09                        10/24             -     back to one model number and an option

                                            -     added rubber feet to accessory
                                                  kit

                                            -     correct CD-Rom artwork
------------------------------------------------------------------------------------------------
10                        10/25             -     added correct agency label. & picture on cover
------------------------------------------------------------------------------------------------
11                        11/5              -     Section 6.0 Correct bezel drawing.

                                            -     Section 5.4: Removed ratings
                                                  label placement on top of
                                                  bezel.

                                            -     Sec 4.0 IP address label
                                                  placement finalized.

                                            Added FRU part numbers
------------------------------------------------------------------------------------------------
12                        11/16             -     fixed FRU part numbers
------------------------------------------------------------------------------------------------
13                        12/7         Updated FW, bezel color and agency
                                       label
------------------------------------------------------------------------------------------------
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                                Table of Contents

<TABLE>
<S>                                                                          <C>
         Document Revision History                                            3

1.    Scope of Document                                                       5

2.    Hewlett-Packard's Product Requirements                                  5
      2.1    Sourcing Material as Logical Units                               5
      2.2    Bar Code Requirements                                            5
      2.3    Power Cords                                                      6

3.0      NSSO Purchased Parts                                                 6

4.0      Labels 7

5.0      Labels 9
      5.1    HP Serial Number Label                                           9
      5.2    Agency Label                                                    10
      5.3    3800 Product Label                                              11
      5.4    Rating Label                                                    13
      5.5    Accessory Kit Label                                             13
      5.6    Brocade Shipping Label                                          14

6.0      Bezel Graphics                                                      15

7.0      FRUs 16

8.0      CD-ROM Artwork                                                      16
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[HEWLETT PACKARD LOGO]

1.       Scope of Document

This document describes the expectations of how HP expects to receive the 2Gb
Network Switch and all parts, devices and components associated with the switch.
Typical expectations described in this document are:

     -   Part Numbering and Cross Referencing

     -   Configuration and revision

     -   Labeling

     -   Packaging

This document supercedes any specification described in the Supplier's Product
Specification Documentation.

2.       Hewlett-Packard's Product Requirements

2.1      Sourcing Material as Logical Units

All material shall be sourced as individual logical units as defined in section
3. A logical unit is one that will be consumed as a single item within a single
process area or not consumed within the process area and can be set aside
without impacting the integrity of the end product. See section 3 for definition
and declaration of consumable and non-consumable material.

All logical units must be labeled (human readable and 3x9 barcode for scanning )
with a part number, serial number (if applicable) and quantity (if shipped in
bulk). See bar code information for more details. Individual part labeling is
applicable to all parts except when individual labeling is impractical (e.g.
screws, nuts, bolts, etc.).

ESD sensitive parts and material are to be packaged and labeled per industry
standards.

Shipping cartons shall not contain mixed logical units. Each shipping carton may
contain a maximum of one purchase order line item or part number.

2.2      Bar Code Requirements

         -   -    The bar code symbol bar shall be Code 39 (also known as "Code
             3 of 9") as specified by the AIM Uniform Symbology Specification
             Code 39.

         -   -    The symbol bar shall start with a minimum "Quiet Zone" of .25
             inches and an asterisk "Start" character
             ( * in Code 39) where applicable (no adjacent labels). The symbol
             shall end in the asterisk followed again by a minimum .25 inches of
             "Quiet Zone".

         -   -    The bar code height shall be .125 inches (minimum).

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

         2.3      Power Cords
Power cords have strict sourcing requirements. Power cords may only be sourced
from HP specified vendors and only under the HP part number. No other power cord
shall be considered. Because of these requirements, it is not necessary to
include power cords with the 3200 switch.

         3.0      NSSO Purchased Parts

<TABLE>
<CAPTION>
                                MODEL NUMBER: [*]                   MODEL NUMBER: [*]
                                PART NUMBER:  [*]                   PART NUMBER:  [*]
                                DESCRIPTION:  BASE UNIT             DESCRIPTION:  PERFORMANCE
                                                                                      UPGRADE
                                                                    OPT 001
-----------------------------------------------------------------------------------------------------
<S>                             <C>                                 <C>
LICENSES
-----------------------------------------------------------------------------------------------------
  Webtools                      Enabled                             Enabled
-----------------------------------------------------------------------------------------------------
  Zoning                        Enabled                             Enabled
-----------------------------------------------------------------------------------------------------
  Quickloop                     Enabled                             Enabled
-----------------------------------------------------------------------------------------------------
  Fabric Watch                  Enabled                             Enabled
-----------------------------------------------------------------------------------------------------
  Trunking                                                          Enabled
-----------------------------------------------------------------------------------------------------
  Perf. Monitoring                                                  Enabled
-----------------------------------------------------------------------------------------------------
  Extended Fabric                                                   Enabled
-----------------------------------------------------------------------------------------------------
  Remote Switch                                                     Enabled
-----------------------------------------------------------------------------------------------------
HARDWARE
-----------------------------------------------------------------------------------------------------
  Accessory Kit                 Included with switch.               Included with switch
                                Labeled [*] (bar coded and human    Labeled [*] (bar coded and human
                                readable) which consists of :       readable) which consists of
                                    Documentation CD (1)                Documentation CD (1)
                                    Serial Cable (1)                    Serial Cable (1)
                                    Rubber Feet (4)                     Rubber feet (4)
-----------------------------------------------------------------------------------------------------
  Rails                         Not Included                        Not Included
-----------------------------------------------------------------------------------------------------
  Power Cords                   Not Included                        Not Included
-----------------------------------------------------------------------------------------------------
  Manuals                       Not Included                        Not Included
-----------------------------------------------------------------------------------------------------
SWITCH
CONFIGURATION
-----------------------------------------------------------------------------------------------------
  Chassis Color                 Brocade Standard (2 Blue)           Brocade Standard (2 Blue)
-----------------------------------------------------------------------------------------------------
  Bezel Color                   Brocade Standard (2 Blue)           Brocade Standard (2 Blue)
-----------------------------------------------------------------------------------------------------
  Badge                         Not included                        Not included
-----------------------------------------------------------------------------------------------------
  Firmware                      3.0.1b                              3.0.1b
-----------------------------------------------------------------------------------------------------
  IP Address default            10.77.77.77                         10.77.77.77
-----------------------------------------------------------------------------------------------------
  Subnetmask                    255.255.255.0                       255.255.255.0
-----------------------------------------------------------------------------------------------------
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4.0      Labels

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Label                      Description                                  Location
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                                          <C>
Serial Number              HP Format (SN and bar code)                  Switch: top, rear,
                                                                        right dimple; centered
                           Base Unit:
                           USB0Rxxxxx for [*]

                           Performance Upgrade:
                           USB0Sxxxxx for [*]

                           See section 5.1 for details
-------------------------------------------------------------------------------------------------------------
Agency                     HP customized                                Switch: bottom, front in dimple;
                           See section 5.2                              centered.
-------------------------------------------------------------------------------------------------------------
3800 Product label         HP Part Number and Bar code                  Switch: top, rear, left dimple;
                                                                        centered.
                           Base Unit:
                           [PICTURE]

                           Performance Upgrade
                           [PICTURE]

                           See section 5.3
-------------------------------------------------------------------------------------------------------------
Shipping label             Ship to Address                              Packaging: 2 labels per switch
                           Description                                  placed in opposite sides of packing
                           HP Serial Number                             box in upper right corner.
                           Revision
                           HP Purchase Order
                           Brocade PN
                           CE mark
                           GOST mark
                           See section 5.6
-------------------------------------------------------------------------------------------------------------
3800 P/S rating label      100-240 VAC                                  Power Supply
                           2.5A                                         Left rim.
                           47-63 Hz
-------------------------------------------------------------------------------------------------------------
Over pack label            No change                                    Upper right corner of pallet on top
                                                                        of shrink wrap
-------------------------------------------------------------------------------------------------------------
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<TABLE>
--------------------------------------------------------------------------------------------------------------
IP address label           [PICTURE]                                    Right front of bezel.
--------------------------------------------------------------------------------------------------------------
<S>                        <C>                                          <C>
Front panel overlay        Background: Brocade default                  Switch: Front of unit
label                      Text: Brocade default
                           [PICTURE]
--------------------------------------------------------------------------------------------------------------
                           No change
Brocade Serial             [PICTURE]                                    Switch: Vertically placed to left of
Number                                                                  left power supply.
--------------------------------------------------------------------------------------------------------------
Top cover                  Background: Brocade default                  Switch: Centered in recessed area on
removal/insertion          Text: Brocade default                        top cover of enclosure
label                      [PICTURE]
--------------------------------------------------------------------------------------------------------------
LED label                  Background: Brocade default                  Switch: On back of enclosure between
                           Text: Brocade default                        cooling trays
                           [PICTURE]
--------------------------------------------------------------------------------------------------------------
Warning label              [PICTURE]                                    Switch: Right side, towards front
                                                                        between screw thread holes.
--------------------------------------------------------------------------------------------------------------
Accessory Kit label        Accessory Kit, 2Gb 16 Port Switch            Located on accessory kit box. Must
                           HP Part Number [*]                           contain:
                           [PICTURE]
                                                                        -          -     Description

                                                                        -     -    HP P/N

                                                                        -          -             Bar
                                                                                         code of P/N.
--------------------------------------------------------------------------------------------------------------
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5.0      Labels

5.1      HP Serial Number Label

See 2.3 for more details.

                  BASE UNIT
                  A7340-63001 SERIAL NUMBER FORMAT:  USB0RXXXXX
                  where    US               = Country of Manufacture
                           B                = Supplier ID, Brocade
                           0                = Revision Number 0
                           R                = HP Product Name abbreviation
                           XXXXX            = sequential numeric counter to
                                            start with 00001 and not reset when
                                            revision number is changed.

                  PERFORMANCE UPGRADE
                  A7340-63004 SERIAL NUMBER FORMAT:  USB0SXXXXX
                  where    US               = Country of Manufacture
                           B                = Supplier ID, Brocade
                           0                = Revision Number 0
                           S                = HP Product Name abbreviation
                           XXXXX            = sequential numeric counter to
                                            start with 00001 and not reset when
                                            revision number is changed.

         CONTENT:
         HP Serial Number format
         Bar code (3x9) of serial number

         Base Unit
         [PICTURE]

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[HEWLETT PACKARD LOGO]

Performance Upgrade

[PICTURE]

         LOCATION:
                  Switch: Top, rear (power supply side) of unit, in dimple to
                  right of unit.

         FONT: Same as HP part number label. 11 font.

5.2      Agency Label

         [PICTURE]

AGENCY LABEL PLACEMENT:
         Bottom of unit, media side, centered in dimple.

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                  [PICTURE]

5.3      3800 Product Label

         HP's part number label will replace the 3800 Product Label. This label
will not necessarily use the same label size and font and content of the 3800
label. The intent is to have a label which fits in the dimple on the top rear of
the switch which fully fits in the depression and contains HP's part number and
bar code of HP's part number.

         CONTENT
                  HP Part Number Human Readable (either [*] or [*])
                           Bar code (3x9) of HP part Number

                  Examples:

                  Base
                  [PICTURE]

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[HEWLETT PACKARD LOGO]

                  Performance Upgrade
                  [PICTURE]

         LOCATION
                  Switch: Top, rear (power supply slide) of unit in dimple to
                  left of unit.
         SIZE:
                  2.25"(h) x 2"(w) (maximum)
         FONT:   11 or equivalent.

         PLACEMENT:
         [PICTURE]

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[HEWLETT PACKARD LOGO]

5.4      Rating Label
                                    [PICTURE]
                  .
         Label is placed approximately where shown below.

                  [PICTURE]

5.5      Accessory Kit Label

Accessory kit box must be labeled with the following:

         -        -        Description:                    Accessory Kit, 2Gb 16
                                                           Port Switch

         -        -        Part Number:                    HP Part Number [*]

         -        -        Bar Code of part number:        [PICTURE]

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[HEWLETT PACKARD LOGO]

[PICTURE]

5.6      Brocade Shipping Label

         The shipping label for [*] and [*] must contain the following fields:

         -     -     Ship to Address

         -     -     Description

         -     -     HP Serial Number

         -     -     Revision

         -     -     Country of Origin

         -     -     Purchase Order

         -     -     Brocade Part Number

         -     -     CE mark

         -     -     GOST mark

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[PICTURE]

[PICTURE]

[PICTURE]         Label location

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6.0      Bezel Graphics

[PICTURE]

Text detail:
[PICTURE]

Color: Pantone Cool Grey 2C

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

7.0      FRUs

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                                  HP Exchange Part
Description         Supplier Part Number    HP Replacement Part Number                 Number
---------------------------------------------------------------------------------------------------
<S>                 <C>                     <C>                                   <C>
Switch                  tbd                            [*]                              [*]
---------------------------------------------------------------------------------------------------
Power Supply            XHP-3800-002                   [*]                              N/A
---------------------------------------------------------------------------------------------------
Fan Module              XHP-3800-003                   [*]                              N/A
---------------------------------------------------------------------------------------------------
Chassis                 tbd                            [*]                              N/A
---------------------------------------------------------------------------------------------------
Motherboard             tbd
---------------------------------------------------------------------------------------------------
</TABLE>

8.0      CD-ROM Artwork

[PICTURE]

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

                                  EXHIBIT (A-3)

                  DELIVERY, PACKING, AND SHIPPING REQUIREMENTS

1.0      General Shipping Terms

1.1      Shipment Requirements. All Accepted Orders are to be shipped complete.
         Supplier will give HP [*] notice if it learns or has reason to believe
         that it cannot meet a Delivery Date or that only a portion of the
         Accepted Order will be available for Delivery to meet a Delivery Date.
         For partial shipments, Supplier will ship the available quantities
         unless directed by HP to reschedule Delivery. If Supplier ships by a
         method other than as specified in the corresponding Accepted Order,
         Supplier will pay any resulting increase in the cost of shipment. HP
         may utilize drop shipment options to any destination; provided that if
         HP drop ships outside the country in which the Accepted Order is
         placed, [*]. The failure of Supplier to comply with these shipping
         requirements will be considered a material breach of the Agreement.

1.2      Right to Accept Over Shipments. If Supplier ships more Product than is
         covered by the corresponding Accepted Order, the amount of the over
         shipment may be either retained by HP for application against future
         Orders or returned to Supplier [*], as HP may determine in its
         discretion.

1.3      Meeting Delivery Dates. If Supplier delivers Product more than [*] in
         advance of the Delivery Date, HP may, at its option, (i) return such
         Product to Supplier at Supplier's risk and expense including, but not
         limited to, any transportation, import, or export related expenses or
         duties, (in which case Supplier [*] will redeliver such Product to HP
         on the correct Delivery Date; or (ii) retain such Product and make
         payment on the date payment would have been due based on the correct
         Delivery Date. In the event that Product scheduled for delivery is
         anticipated to be delivered more than [*] later than the Delivery Date,
         HP may, at its discretion, require Supplier to ship and deliver such
         via a different mode of transportation [*] or pursue any other remedy
         available to HP, at law or in equity, consistent with the terms of this
         Agreement. If Delivery occurs more than [*] in advance of the Delivery
         Date, HP may either return the affected Product, or any portion
         thereof, or retain same with payment with respect thereto due as though
         received on the Delivery Date.

1.5      Freight Terms; Passage of Title; and Risk of Loss. Freight terms will
         be negotiated by the parties from time to time during the Term. Title
         to each item of Product passes from Supplier when same is [*] as
         defined in Section 2.1 of the Agreement. Risk of loss of, and damage
         to, each item of Product passes at Delivery.

1.6      Packing List. Each Delivery will include a packing list that satisfies
         the requirements, including as to country of origin, set forth in
         Article 16 and Exhibit B.

1.7      Packaging. Supplier will preserve, package, handle and pack all items
         of Product so as to protect same from loss, damage, electrostatic
         discharge or otherwise in conformance with good commercial practice,
         Exhibit B, Specifications, Applicable Law and other applicable
         standards as may be mutually agreed from time to time.

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

1.8      Responsibility for Damage. Supplier will select the common carrier to
         be used for shipment of Product. Supplier is responsible and liable for
         any loss or damage due to its failure to properly preserve, package,
         handle or pack Product. Neither HP nor any Eligible Purchaser will be
         required to assert any claim for such loss or damage against the common
         carrier involved, nor will either be liable for any loss or damage due
         to a release of chemicals or other hazardous materials to the
         environment by reason of improper Delivery or Non-conforming Product.

1.9      Off-Premises Inspection. HP will have access, subject to Supplier's
         security and safety requirements, to [*] to pre-inspect Product on
         reasonable advance notice without prejudicing or affecting its rights
         of inspection and testing upon Delivery. HP will bear its expenses of
         pre-inspection, and will indemnify and hold Supplier harmless from any
         damage or injury caused by HP's personnel at such facility.

1.10     Inspection. HP will inspect Product upon Delivery to verify whether HP
         has received the number of boxes of Product shown on Supplier`s packing
         list and to detect any visible damage or any apparent damage from
         transportation to the boxes or packaging of Product. HP will promptly
         notify Supplier of any such damage to the boxes or external packaging
         as delivered and will make a notation on the common carrier's waybill
         of such damage and/or of any shipment shortages. HP will also promptly
         notify Supplier of any shortage in the number of boxes delivered.

1.11     Changes to delivery dates may only be made by HP's authorized
         purchasing representatives, as specified by HP. HP may, without cost or
         liability, issue Change Orders for Product quantities and schedule
         dates. If any Change Order is made orally, Supplier will send HP a
         written confirmation thereof within [*] of Supplier's receipt of said
         Change Order and HP will provide Supplier with an Order confirming such
         change within [*] of receiving Supplier's confirmation.

         If Supplier does not deliver Product in accordance with an Accepted
         Order or such Product does not meet the Specifications, then HP shall
         have the right to receive remedies specified herein. Supplier is not
         responsible for delays caused by a Delaying Cause as defined in Section
         19.1. Supplier acknowledges the importance of HP receiving Product in a
         timely manner.

2.0      Outbound Logistics Operational Requirements

Supplier is required to meet the following outbound logistics requirements in
order to ship products from their facility/shipping site to HP specified
destinations. Destinations will include distribution centers, third party
logistics hubs and customers (end users or resellers).

     A.  Customs & Legal Requirements

              1.  Customs Export/ Import Clearance - The Supplier will be
                  required to be the exporter of record for shipments leaving
                  the origin country or to assist HP in export clearance in the
                  case that HP is the exporter of record. The Supplier will be
                  required to assist HP in import clearance in the case that HP
                  is the importer of record or to be the importer of record for
                  shipments going into destination countries. Requirements will
                  vary based on shipping origin, shipping destination, financial
                  flow, customs regulations, and Supplier's legal registration
                  within origin/ destinations countries.

              2.  Legal Registration - The Supplier will be responsible for
                  obtaining appropriate registrations to legally conduct
                  outbound logistics as [*].

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

     B.  Physical Shipping Requirements

              1.  Documents and Labeling - The Supplier must be able to produce
                  and support all required shipping documentation required to
                  meet customs (export and import), transportation, and customer
                  requirements. Specific requirements will vary based on
                  shipping origin, shipping destination, transportation lane,
                  delivery tracking, and customer. Supported documents include
                  the following.

                  -        Commercial Invoice - multiple type

                  -        International Packing list

                  -        Bill of Lading/ Airway Bill

                  -        Shipping labels

              2.  Packing and Marking - The Supplier must prepare and pack all
                  Products in a manner (i) that HP from time to time may
                  reasonably specify or, in the absence of HP's specification,
                  that is consistent with practices customary in the computer
                  component industry, (ii) necessary to meet a designated
                  carrier's requirements, and (iii) that conforms with the laws
                  and regulations of any applicable country (including, but not
                  limited to, the United States of America) and any applicable
                  subdivision thereof.

              3.  Palletizing - The Supplier is required to palletize products
                  for shipments when required based on transportation mode. The
                  Supplier will need to provide documented pallet specifications
                  for HP approval based on product dimensions. Palletizing of
                  products will need to be sufficient to adequately protect the
                  products during shipment, provide necessary security measures,
                  support shipment load optimization, and meet customer
                  requirements.

              4.  Carton Quality - The Supplier will be required to meet minimum
                  carton quality requirements. This will include, but is not
                  limited to, the cosmetic appearance and physical condition of
                  the final shipping cartons.

              5.  Serial Number Scanning - The Supplier will need to support
                  serial number scanning for product shipments requiring serial
                  number tracking as defined by HP. Scanned product serial
                  numbers will be required on shipping documentation and will
                  need to be systemically provided to HP or other sites as
                  defined within the IM requirements.

              6.  Additional Requirements - HP may request additional outbound
                  logistics requirements of the Supplier either during
                  implementation or post implementation. These requirements
                  could include, but are not limited, to the following.

                  -        New customer requirements

                  -        Trade laws (customs)

                  -        Process integration and improvements

     C.  Security Requirements

         The Supplier will be required to meet HP security requirements to
         effectively minimize product damages and losses from shipment point of
         origin to destination.

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

     D.  Carrier/ Freight Forwarder Requirements

              1.  Delivery Service Level - The Supplier will need to support HP
                  specified transportation modes and delivery service levels.

              2.  Use of HP Carriers - In the case that HP is responsible for
                  the outbound transportation, the Supplier will be required to
                  schedule shipments via specific HP carriers. Carrier
                  assignments will vary based on shipping origin, shipping
                  destination, customer, shipment size, product type, and other
                  factors. In the case that HP carriers need to be used, HP will
                  provide the Supplier a Routing Guide with routing parameters
                  and specific carrier preferences.

              3.  Carrier Scheduling - The Supplier will be responsible for
                  arranging carrier pick up and providing required shipment
                  documentation.

              4.  Reporting - In some cases the Supplier will be required to
                  support outbound logistics reporting needs beyond those
                  established in the IM requirements.

     E.  IM System Requirements

              The Supplier will [*] continue to support all IM system
              requirements that it supports as of the Effective Date directly
              related to meeting the outbound logistics requirements as defined
              in the IM system requirements ("IM Requirements"). Supplier will
              use reasonable efforts to support new IM Requirements generally
              implemented across HP's supply base. Outbound logistics operations
              processes will be required to be automated in the areas of
              producing shipping documentation and capturing and sending
              logistics required information.

         The Supplier will [*] support all IM system requirements directly
         related to meeting the outbound logistics requirements as defined in
         the IM system requirements. Outbound logistics operations processes
         will be required to be automated in the areas of producing shipping
         documentation and capturing and sending logistics required information.

     F.  Compliance & Audits

              The Supplier will be required to support logistics process and IM
              system audits related to the outbound logistics requirements. This
              will include hosting HP Logistics personnel and providing process
              details, sample documents, and [*] as requested by HP. Audit
              findings and observations will be shared with the Supplier as a
              means of improving logistics execution to ensure all customs and
              customer requirements are successfully supported.

3.0      Duties Minimization

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

     a)  Supplier will enclose a "Form A" document in every shipment to Europe
         or the United States of America to comply with "General System of
         Preferences" ("GSP") requirements each time this benefit can be applied
         to shipments.

     b)  Supplier will also make [*] reasonable effort to minimize freight and
         duties and keep the Product eligible for the GSP by [*].

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         THE OMITTED PORTIONS.

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<PAGE>

[HEWLETT PACKARD LOGO]

                                  EXHIBIT (A-4)

                                  DOCUMENTATION

         PRODUCT DOCUMENTATION: REPRODUCTION, MODIFICATION, AND DISTRIBUTION

         Supplier will provide to HP an electronic master copy of Supplier's
         standard documentation made generally available for the Products, using
         the FrameMaker on an HP FTP site. It is an express condition to the
         timely release of the OEM Products that all applicable documentation be
         timely submitted by Supplier to HP in acceptable format and content.
         Such documentation will include, but is not limited to, planning,
         installation, operation, and service and user guides, as appropriate.
         Supplier retains ownership of all such customized documentation
         performed by Supplier. Any costs associated with the preparation of the
         Supplier-customized Product documentation are set forth in this
         Agreement.

         Supplier shall provide HP with master copies of the documentation in
         both hard copy and electronic form. Except as otherwise provided and
         subject to the retention of all copyright notices and/or
         confidentiality legends, HP shall have the right to modify, copy any
         Supplier-supplied or Supplier-customized Product documentation for use
         internally by its employees [*]. HP shall have the right to reproduce
         such Product documentation from the masters supplied to it by Supplier.
         HP shall provide Supplier with a copy of such reproduced Product
         documentation for verification, and Supplier agrees to perform such
         verification on the first version of any release within [*] of receipt
         of such reproduction(s). Further, HP shall have the right to distribute
         such Product documentation and software media to its Resellers and End
         User Customers. Such license shall continue during the Term of this
         Agreement and for [*] after the date of last shipment by HP of the
         Products purchased under this Agreement. If HP introduces errors into
         the Documentation, then Supplier shall have no liability for such
         errors.

         PRODUCT AND DOCUMENTATION

         1.       PRODUCT DOCUMENTATION. As stated in this Agreement, Supplier
                  will prepare for HP and provide standard documentation made
                  generally available for the Product(s)[*].

         2.       OTHER DOCUMENT REQUESTS.

                  2.1      CD Manual Files. If requested, one set of Suppliers
                           generally available CDs with manual text files will
                           be supplied [*]. Please specify the manuals and
                           indicate the preferred file format desired. (PDF and
                           FrameMaker 6 source files) Only one CD copy of each
                           manual may be ordered for each revision level.

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

                  2.2      Illustrations. Upon request, one master electronic
                           copy of each graphic used in the Manual(s) will be
                           provided [*] when text files of each manual are
                           ordered. These files will be provided in both .cdr
                           and .bmp formats.

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<CAPTION>
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<S>              <C>                         <C>
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[HEWLETT PACKARD LOGO]

                                  EXHIBIT (A-5)

                        HP OPENVIEW STORAGE AREA MANAGER
                             DEVELOPERS' GUIDE - SDK

This Exhibit (A-65) incorporates by reference the publication issued by HP and
generally known as "HP OpenView Storage Area Manager Developer's Guide, Edition
1200," a copy of which Supplier acknowledges receipt from HP prior to or on the
Effective Date of the Agreement.

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

                                  EXHIBIT (A-6)

                      HETEROGENEOUS SWITCH INTEROPERABILITY

During the Term of this Agreement and any extension(s) thereto, Supplier shall
use all [*] efforts to achieve switch fabric interoperability between Supplier's
switch products and applicable [*] industry standards [*]. All new switches
released by Supplier to HP intended for use as OEM HP-branded products [*].
Switches already released by Supplier before the Effective Date of this
Agreement [*].

Supplier shall retain responsibility to provide OEM Products and firmware that
comply with the [*] standards current as of the Effective Date of this Agreement
including:

[*]
[*]
[*]

Future revisions will be reviewed and adopted by Supplier as needed to maintain
competitive market viability. Supplier shall retain responsibility to provide
OEM products and firmware that are certified by [*]:

[*]
[*]
[*]

HP and Supplier will mutually establish a test plan, to be recorded in writing,
including equipment, resources required (people, etc.) and milestones/timelines
for specific supported configurations. The test plan will be designed to support
a "shift left" qualification program, where Supplier is responsible for
performing the qualification testing of the OEM products and firmware under
consideration. This qualification testing will be done at [*].

HP may verify Supplier's OEM Products and firmware as supplied for use in
HP-branded products, for [*] capability. This evaluation will be done in one or
more HP engineering laboratories, in the configurations set forth in Attachment
(A) of this Exhibit (A-6) and in mutually defined configurations substantially
derived from the baseline configurations set forth in Attachment (A) to this
Exhibit (A-6), using the above listed interoperability standards [*].

Based on HP's evaluation of the Supplier's OEM products and firmware, [*]
whether the OEM products or firmware [*]. Supplier shall use reasonable efforts
to modify its OEM products or firmware as required to fix interoperability
problems. Supplier and OEM will work together to get product to meet [*].

Supplier and HP will review current HP test results from the configurations set
forth in Attachment (A) to this Exhibit (A-6), and will mutually establish
defined configurations substantially derived from those baseline configurations
designated in Attachment (A). For purposes of Attachment (A) to this Exhibit,
"Test Equipment" shall mean "Fibre Channel Analyzer." Supplier will support
agreed-upon configurations according to the provisions of Exhibit (D) of the
Agreement.

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HP and the Supplier will mutually establish a communication and program
management plan to address operational issues and status updates in a timely
manner. The first joint program team meeting shall occur within [*] of the
Effective Date of this Agreement and shall include Vice President and Director
level attendees from both Supplier and HP.

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                                 ATTACHMENT (A)

[PICTURE]

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         THE OMITTED PORTIONS.

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EXHIBIT (B)

                            ELIGIBLE PURCHASERS & [*]

<TABLE>
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<S>                                          <C>
[*]                                          [*]
[*]                                          [*]
-----------------------------------------------------
[*]                                          [*]
  [*]                                          [*]
  [*]                                          [*]
  [*]                                          [*]
-----------------------------------------------------
[*]                                          [*]
  [*]                                          [*]
  [*]                                          [*]
                                               [*]
                                               [*]
                                               [*]
-----------------------------------------------------
[*]
  [*]
  [*]
  [*]
-----------------------------------------------------
</TABLE>

<TABLE>
-----------------------------------------------------
<S>                                          <C>
                                             [*]
[*]
                                             [*]
[*]
-----------------------------------------------------
                                             [*]
[*]                                          [*]
  [*]                                        [*]
  [*]                                        [*]
  [*]                                        [*]
  [*]                                        [*]
                                             [*]
-----------------------------------------------------
</TABLE>

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[HEWLETT PACKARD LOGO]

<TABLE>
-----------------------------------------------------
<S>                                          <C>
[*]
-----------------------------------------------------
[*]                                          [*]

[*]                                          [*]
[*]                                          [*]
[*]                                          [*]
[*]
-----------------------------------------------------
[*]

[*]
[*]
[*]
-----------------------------------------------------
</TABLE>

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[HEWLETT PACKARD LOGO]

                                   EXHIBIT (C)

                                PRICING AND FEES

Subject to the terms and conditions of the Agreement, per-unit pricing and
per-copy license fees for OEM Products and Parts made available by Supplier to
HP, as set forth in this Agreement and more particularly described in Exhibit
(A), are as set forth below.

All prices listed below are in United States Dollars (USD) and are for new OEM
Product units only. Each periodic per-unit price listed herein shall be
effective immediately upon the first day of the [*] and shall apply to all OEM
Products or Parts [*] purchased by HP during the period to which such price
applies.

NONCOMMERCIAL OEM PRODUCT UNIT COST ALLOCATION. HP and Supplier acknowledges
that non-commercial OEM Product units may be required before the intended launch
of each respective OEM Product by HP, such units to be necessary for the
staging, production, testing, qualification, and certification of final
customer-shippable OEM Product units. Such non-commercial units are to be
considered as prototype units for HP-internal use only and not made available as
commercial OEM Product units sold to end-user customers of HP.

During the term of this Agreement and upon HP's request, Supplier agrees to
provide to HP [*] noncommercial edge switch (8- and 16-port configurations)
units and [*] noncommercial core switch (32-port and higher configurations)
units for each new OEM Product (e.g., Silkworm 3200, 3800, 12000), such units to
be used by HP solely for non-commercial purposes. All such prototype units will
be provided to HP from Supplier under an Equipment Loan Agreement as represented
in Exhibit (E). The loan period for such units will have a term of [*] unless
otherwise agreed between the parties.

In the event HP requires OEM Product prototype units exceeding the above-stated
quantity to be provided by Supplier, or elects to keep loaned units past the
applicable loan period, HP may purchase such units as available from Supplier at
[*] listed below in this Exhibit (C) for the applicable OEM Product units or HP
shall return the units to Supplier. In the event Supplier does not receive the
units within the applicable loan period, Supplier may invoice HP for the [*] as
set forth in this Exhibit (C), [*] pursuant to the purchase order issued with
the order for the Non-Commercial OEM Product. Supplier will use commercially
reasonable efforts to supply OEM Product prototype units required under this
section, upon reasonable advance notice by HP of its requirement for such units.

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[HEWLETT PACKARD LOGO]

BROCADE OEM SOFTWARE PRODUCTS TERMS AND CONDITIONS.

OEM Product Configurations. OEM Product pricing for each OEM Product unit
purchased under this Agreement shall include licenses for all such Software as
specifically described under the respective OEM Product description below at no
additional charge.

Software License Fees. For the Term of this Agreement and any extension(s)
thereof, Supplier will provide to HP [*] all commercially available and fully
operable maintenance modifications, bug fixes, minor enhancements, and the like
that Supplier generally provides to other customers, for use in conjunction with
OEM Products provided by Supplier. Notwithstanding the foregoing, Brocade may
offer and HP may choose to purchase paid Software upgrades at mutually agreed
pricing.

Internal-use Copies. [*] per-license fees shall be due for copies of the
Software used by HP for reasonable demonstration, testing, [*] purposes.

Software Delivery. All Software provided by Supplier under this Agreement shall
be offered to HP [*] such Software is [*] made [*] to any other customer of
Supplier.

Software Licenses. All Software license OEM Products listed in this Exhibit (C)
shall include HP's right to reproduce and distribute any associated
Documentation. [*] Per Copy Fee will be due for any package item subsequently
[*].

OEM PRODUCT PRICING. Subject to the terms and conditions of the Agreement the
per-unit pricing for each OEM Product (e.g., Silkworm 2802, Silkworm 12000,
Silkworm 3900), including applicable pricing for Software and Parts made
available by Supplier to HP under this Agreement is as set forth below, and may
be amended from time to time by the Parties to provide for new OEM Products or
pricing [*].

All Parts (e.g., FRU) pricing listed below shall be effective beginning on the
Effective Date of the Agreement and shall be subject to the same [*] as for OEM
Products under this Agreement, and as set forth below. The FRU's and pricing
listed below are for purposes of servicing and supporting the OEM Products.

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[HEWLETT PACKARD LOGO]

SILKWORM 12000 FC CORE SWITCH OEM PRODUCT PRICING.

SILKWORM 12000 BASE SWITCH
HP PART NUMBERS: [*]
HP PART DESCRIPTION: SilkWorm 12000 32-port Base Fibre Channel Fabric Switch
SUPPLIER MODEL NO. / DESCRIPTION: SilkWorm 12000 Base Switch unit including [*].

<TABLE>
<CAPTION>
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TIME PERIOD                           HP PURCHASE PRICE
--------------------------------------------------------
<S>                                   <C>
    [*]                                      [*]
--------------------------------------------------------
    [*]                                      [*]
--------------------------------------------------------
</TABLE>

SILKWORM 12000 16-PORT MODULES
HP PART NUMBERS: [*]
HP PART DESCRIPTION: Upgrade 16-port Auto-sensing 1-2 Gbit/second Module
SUPPLIER MODEL NO. / DESCRIPTION: SilkWorm 12000 Upgrade 16-port Auto-sensing
1-2 Gbit/second Module including all mutually agreed HP-customized
documentation, and required internal cables

<TABLE>
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TIME PERIOD                           HP PURCHASE PRICE
--------------------------------------------------------
<S>                                   <C>
    [*]                                      [*]
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SILKWORM 12000 a la carte SOFTWARE LICENSE FEES

<TABLE>
<CAPTION>
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SOFTWARE / FIRMWARE TITLE             HP PURCHASE PRICE
--------------------------------------------------------
<S>                                   <C>
SW12000 Extended Fabrics                     [*]
--------------------------------------------------------
SW12000 Remote Switch                        [*]
--------------------------------------------------------
ISL Trunking                                 [*]
--------------------------------------------------------
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SILKWORM 12000 FRU PRODUCTS

<TABLE>
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<S>                                   <C>               <C>             <C>             <C>             <C>
HP SERVICE FRU'S
------------------------------------------------------------------------------------------------------------
</TABLE>

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<TABLE>
<CAPTION>
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         DESCRIPTION                  REPAIR PRICING         [*]             [*]             [*]             [*]
-----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                    <C>             <C>             <C>             <C>
SW12000 Chassis FRU, includes               [*]              [*]             [*]             [*]             [*]
backplane, blower backplane &
harness, AC harness (does not
include blower assys, power
supplies, WWN card, door, cable
tray)
-----------------------------------------------------------------------------------------------------------------
FRU, 16 Port Auto-Sensing 1-2               [*]              [*]             [*]             [*]             [*]
Gbit/Sec Module
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Control Processor              [*]              [*]             [*]             [*]             [*]
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Power Supply,                  [*]              [*]             [*]             [*]             [*]
180-264VAC, 1000W
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 rack mount kit.                [*]              [*]             [*]             [*]             [*]
Includes front & rear brkts, bottom
support rack rails
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Blower Assembly                [*]              [*]             [*]             [*]             [*]
(single).  Includes blower, control
board, housing
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Rear WWN Bezel, LED            [*]              [*]             [*]             [*]             [*]
Status Panel cosmetic trim
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 WWN board assembly             [*]              [*]             [*]             [*]             [*]
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 chassis door                   [*]              [*]             [*]             [*]             [*]
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 Switch card slot               [*]              [*]             [*]             [*]             [*]
filler panel
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 cable management tray          [*]              [*]             [*]             [*]             [*]
-----------------------------------------------------------------------------------------------------------------
FRU, SW12000 cable management               [*]              [*]             [*]             [*]             [*]
pillar (16)
-----------------------------------------------------------------------------------------------------------------
</TABLE>

SILKWORM 3900 FC SWITCH OEM PRODUCT PRICING.

SILKWORM 3900 BASE SWITCH
HP PART NUMBERS: [*]
HP PART DESCRIPTION: hp StorageWorks SAN switch 2/32 (Basic)
SUPPLIER MODEL NO. / DESCRIPTION: SILKWORM 3900 Base Switch unit including [*].

<TABLE>
<CAPTION>
-------------------------------------------------------
TIME PERIOD                           HP PURCHASE PRICE
-------------------------------------------------------
<S>                                   <C>
    [*]                                      [*]
-------------------------------------------------------
</TABLE>

SILKWORM 3800 FC FABRIC SWITCH OEM PRODUCT PRICING.

SILKWORM 3800 BASE SWITCH
[*]
HP PART DESCRIPTION: HP FC 1Gb / 2Gb Switch, 16B, Basic (16-Port Fibre Channel
Fabric Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3800 Base Switch unit including [*]

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<TABLE>
<CAPTION>
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TIME PERIOD                           HP PURCHASE PRICE
---------------------------------------------------------
<S>                                   <C>
   [*]                                       [*]
---------------------------------------------------------
   [*]                                       [*]
---------------------------------------------------------
   [*]                                       [*]
---------------------------------------------------------
</TABLE>

SILKWORM 3800 EL BASE SWITCH
HP PART NUMBER: 283056-B21, DS-DSGGD-AD
HP PART DESCRIPTION: StorageWorks SAN Switch 2/16EL (16-Port Fibre Channel
Fabric Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3800 Base Switch unit including [*].

<TABLE>
<CAPTION>
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TIME PERIOD                           HP PURCHASE PRICE
---------------------------------------------------------
<S>                                   <C>
   [*]                                       [*]
---------------------------------------------------------
</TABLE>

SILKWORM 3800 SWITCH ADVANCED BUNDLE
[*]
HP PART DESCRIPTION: HP FC 1Gb / 2Gb Switch, 16B, Advanced (16-Port Fibre
Channel Fabric Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 16 Port 2Gb/s Switch, [*].

<TABLE>
<CAPTION>
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TIME PERIOD                           HP PURCHASE PRICE
---------------------------------------------------------
<S>                                   <C>
   [*]                                       [*]
---------------------------------------------------------
   [*]                                       [*]
---------------------------------------------------------
   [*]                                       [*]
---------------------------------------------------------
</TABLE>

ADVANCED BUNDLE - SILKWORM 3800 SWITCH
HP PART NUMBER:  287055-B21, DS-DSGGD-BA
HP PART DESCRIPTION: StorageWorks SAN Switch 2/16 (16-Port Fibre Channel Fabric
Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 16 Port 2Gb/s Switch, [*].

<TABLE>
<CAPTION>
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TIME PERIOD                           HP PURCHASE PRICE
---------------------------------------------------------
<S>                                   <C>
   [*]                                       [*]
---------------------------------------------------------
</TABLE>

BROCADE 3800 FIBRE CHANNEL SOFTWARE OEM PRODUCT PER-COPY FEES
HP PART DESCRIPTION:

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<CAPTION>
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</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

SUPPLIER MODEL NO. / DESCRIPTION:
Brocade Fabric Watch Software, including applicable Documentation, Software
upgrades, technical support, and maintenance.

<TABLE>
-------------------------------------------------
<S>                                          <C>
HP per-license fee:                          [*]
-------------------------------------------------
</TABLE>

HP PART DESCRIPTION:
SUPPLIER MODEL NO. / DESCRIPTION: Brocade Extended Fabric Software, including
applicable Documentation, Software upgrades, technical support, and
maintenance.

<TABLE>
-------------------------------------------------
<S>                                          <C>
HP per-license fee:                          [*]
-------------------------------------------------
</TABLE>

HP PART DESCRIPTION:
SUPPLIER MODEL NO. / DESCRIPTION: Brocade Remote Switch Software, including
applicable Documentation, Software upgrades, technical support, and
maintenance.

<TABLE>
-------------------------------------------------
<S>                                          <C>
HP per-license fee:                          [*]
-------------------------------------------------
</TABLE>

HP PART DESCRIPTION:
SUPPLIER MODEL NO. / DESCRIPTION: Brocade ISL Trunking Software, including
applicable Documentation, Software upgrades, technical support, and
maintenance.

<TABLE>
-------------------------------------------------
<S>                                          <C>
HP per-license fee:                          [*]
-------------------------------------------------
</TABLE>

HP PART DESCRIPTION
SUPPLIER MODEL NO. / DESCRIPTION: Brocade Advanced Performance Monitoring
Software, including applicable Documentation, Software upgrades, technical
support, and maintenance.

<TABLE>
-------------------------------------------------
<S>                                          <C>
HP per-license fee:                          [*]
-------------------------------------------------
</TABLE>

SILKWORM 3200 BASE FC SWITCH OEM PRODUCT PRICING.

SILKWORM 3200 BASE FC SWITCH
HP PART NUMBER: [*]
HP PART DESCRIPTION: HP FC 1Gb/2Gb Entry Switch,  (8-Port Fibre Channel Fabric
Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3200 Base Switch unit including [*].

<TABLE>
<CAPTION>
-------------------------------------------------------
TIME PERIOD                           HP PURCHASE PRICE
-------------------------------------------------------
<S>                                   <C>
    [*]                                      [*]
-------------------------------------------------------
</TABLE>

-----------------

-        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:            Configuration
5/15/2002        Specification               Page C-6
<S>              <C>                         <C>
   [*]             Revision 0                   [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

<TABLE>
-------------------------------------------------
<S>                                          <C>
[*]                                          [*]
-------------------------------------------------
[*]                                          [*]
-------------------------------------------------
[*]                                          [*]
-------------------------------------------------
</TABLE>

SILKWORM 3200 EL BASE FC SWITCH
HP PART NUMBER: [*]
HP PART DESCRIPTION: StorageWorks SAN Switch 2/8 EL (8-Port Fibre Channel Fabric
Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3200 Base Switch unit including [*].

<TABLE>
<CAPTION>
--------------------------------------------------------
TIME PERIOD                           HP PURCHASE PRICE
--------------------------------------------------------
<S>                                   <C>
   [*]                                       [*]
--------------------------------------------------------
</TABLE>

SILKWORM 3200 ENTRY BASE SWITCH
HP PART NUMBER: [*]
HP PART DESCRIPTION: HPFC 1Gb/2Gb Entry Switch (8-Port Fibre Channel Fabric
Switch)
SUPPLIER MODEL NO. / DESCRIPTION: 3200 Entry Switch unit including [*]

<TABLE>
<CAPTION>
--------------------------------------------------------
TIME PERIOD                           HP PURCHASE PRICE
--------------------------------------------------------
<S>                                   <C>
    [*]                                     [*]
--------------------------------------------------------
    [*]                                     [*]
--------------------------------------------------------
    [*]                                     [*]
--------------------------------------------------------
    [*]                                     [*]
--------------------------------------------------------
</TABLE>

BROCADE SILKWORM 3200 ENTRY SWITCH UPGRADE
[*]
HP PART DESCRIPTION:HP Entry Switch 8B Fabric Upg License
SUPPLIER MODEL NO. / DESCRIPTION: Upgrade from Entry 3200 to Base Switch 3200
[*].

<TABLE>
--------------------------------------------------------
<S>                                          <C>
HP per-license fee:                          [*]
--------------------------------------------------------
</TABLE>

BROCADE FABRIC SOFTWARE OEM PRODUCT PER-COPY FEES.
HP PART DESCRIPTION:
SUPPLIER MODEL NO. / DESCRIPTION:
Brocade Zoning Software, including applicable Documentation, Software upgrades,
technical support, and maintenance.

<TABLE>
--------------------------------------------------------
<S>                                          <C>
HP per-license fee:                          [*]
--------------------------------------------------------
</TABLE>

-----------------

-        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:            Configuration
5/15/2002        Specification               Page C-7
<S>              <C>                         <C>
   [*]             Revision 0                   [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

BROCADE FABRIC MANAGER SOFTWARE OEM PRODUCT PRICING

BROCADE FABRIC MANAGER SOFTWARE
HP PART DESCRIPTION: [*]
SUPPLIER MODEL NO. / DESCRIPTION:
Brocade Fabric Manager Software, including applicable Documentation, Software
upgrades, technical support, and maintenance.

<TABLE>
<CAPTION>
-------------------------------------------------------
SOFTWARE / FIRMWARE TITLE             HP PURCHASE PRICE
-------------------------------------------------------
<S>                                   <C>
Fabric Manager 3.0                           [*]
-------------------------------------------------------
</TABLE>

-----------------

-        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:            Configuration
5/15/2002        Specification               Page C-8
<S>              <C>                         <C>
   [*]             Revision 0                   [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

GENERAL FRU OEM PRODUCT PRICING.
(SCHEDULE OF SPARES - PRE-MERGER HP)

<TABLE>
<CAPTION>
PART NUM                DESCRIPTION                        STD MGMT COST
<S>               <C>                                      <C>
  [*]             Power Supply Module                           [*]
  [*]             Blower Assembly                               [*]
  [*]             WWN Assembly                                  [*]
  [*]             Control Processor Card                        [*]
  [*]             Chassis                                       [*]
  [*]             Control Processor Card                        [*]
  [*]             (out of warranty repair)                      [*]
  [*]             16 Port Card                                  [*]
  [*]             16 Port Card                                  [*]
  [*]             (out of warranty repair)                      [*]
  [*]             2GB 16 PT SW                                  [*]
  [*]             BD 2GB 16PT SW                                [*]
  [*]             PS 2GB 16 PT SW                               [*]
  [*]             Fan 2GB 16 PT SW                              [*]
  [*]             CH 2GB 16 PT SW                               [*]
  [*]             2GB 16 PT SW                                  [*]
  [*]             BD 2GB 16PT SW                                [*]
  [*]             License Key INSTR.                            [*]
  [*]             ISL CABLES                                    [*]
  [*]             2250 SWITCH                                   [*]
  [*]             2GB 8 PT SW                                   [*]
  [*]             2GB 8 PT SW                                   [*]
  [*]             BROCADE SERIAL CABLE                          [*]
  [*]             CHASSIS W/ MAINBOARD                          [*]
</TABLE>

-----------------

-        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:            Configuration
5/15/2002        Specification               Page C-9
<S>              <C>                         <C>
   [*]             Revision 0                   [*]
</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

GENERAL FRU OEM PRODUCT PRICING.
(SCHEDULE OF SPARES - PRE-MERGER COMPAQ)

-----------------

-        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

<TABLE>
<CAPTION>
Date:            Configuration
5/15/2002        Specification               Page C-10
<S>              <C>                         <C>
  [*]              Revision 0                   [*]
</TABLE>
<PAGE>

[HEWLETT PACKARD LOGO]

[PICTURE]

                               SCHEDULE OF SPARES
                                 ATTACHMENT III

<TABLE>
<CAPTION>
                       BROCADE           HP           COMPAQ            COMPAQ              COMPAQ / HP
MFG P/N               ORDERING P/N     5-5 P/N        2-5-2 P/N         6-3 P/N    REV.     PRODUCT NAME
<S>                  <C>             <C>            <C>             <C>             <C>     <C>
CURRENT PURCHASED
PRODUCT - SW2000
                                                                                            Storage Works
80-0000363-05        CQ-2040-0000    N/A            DS-DSGGC-AA     176219-B21      B01     SAN Switch 8-EL

                                                                                            Storage Works
80-0000466-07        CQ-2250-0000    N/A            DS-DSGGC-AB     212776-B21      B01     SAN Switch 16-EL

                                                                                            Storage Works
80-0000308-06        CQ-2401-0002    N/A            DS-DSGGB-AA     158222-B21      B01     SAN Switch 8

80-0000289-11        HP-2401-0000    A5625-62002    N/A             N/A

                                                                                            Storage Works
80-0000453-05        CQ-2801-0002    N/A            DS-DSGGB-AB     158223-B21      B01     SAN Switch 16

80-0000350-08        HP-2802-0001    A5624-60003    N/A             N/A

                                                                                            Storage Works
80-0000556-03        CQ-6400-0000    N/A            DS-DSGGS-AB     230617-B21      B01     SAN Switch Integrated/64

80-0000648-01        HP-6400-0000    A7326-62001    N/A             N/A

                                                                                            Storage Works
80-0000478-04        CQ-6432-0000    N/A            DS-DSGGS-AA     230616-B21      B01     SAN Switch Integrated/32

CURRENT PURCHASED
PRODUCT - SW3000

                                                                                            Storage Works
80-0000766-03        CQ-3200-0000    N/A            DS-DSGGD-AC     258707-B21      A01     SAN Switch 2/8-EL

80-0000767-02        HP-3200-0000    A7346-63001    N/A             N/A                     hp surestore fc 1Gb/2Gb Switch 8b

80-0000769-02        HP-3200-0001    A7347-63001    N/A             N/A                     hp surestore fc 1Gb/2Gb Switch 8b
                                                                                            Storage Works

80-0000821-02        CQ-3602-0000    N/A            DS-DSGGD-AD     283056-B21      A01     SAN Switch 2/16-EL
                                                                                            Storage Works

80-0000858-02        CQ-3802-0000    N/A            DS-DSGGD-BA     287055-B21      A01     SAN Switch 2/16

80-0000599-04        HP-3802-0000    A7340-63001    N/A             N/A                     hp surestore fc 1Gb/2Gb Switch 16b

                                                    DS-DSGGD-AB     240603-B21      A01     Storage Works SAN Switch 2/32

80-0000611-04        HP-3802-0001    A7340-63004    N/A             N/A                     hp surestore fc 1Gb/2Gb Switch 16b

CURRENT PURCHASED PRODUCT - SW12000
                                                                                            Storage Works
80-0000989-01        HQ-12000-0001   A6509-63001    DS-DSGGE-AB     254508-B21      A01     SAN Core Switch 2/64
                                                                                            Storage Works
                                                                                            SAN Core Switch Blade
80-0000992-01        HQ-12000-0002   A6510-60001    DS-DSGGE-AU     286352-B21      A01     16-port, 2Gb

FRUs / OPTIONS - SW2000

80-0000403-03        XCQ-000014      N/A            29-34646-01     159661-001      A02     8 PORT M/B

80-0000307-06        XHP-000021                     N/A             N/A

80-0000310-01        XCQ-000015      N/A            29-34647-01     159662-001      A01     8 PORT FAN TRAY

80-0000306-01        XHP-000008                     N/A             N/A

60-0000055-01        XCQ-000016      N/A            29-34648-01     159663-001      A01     PWRSPLY

80-0000771-01        XHP-000010                     N/A             N/A

80-0000309-01        XCQ-000017      N/A            29-34649-01     159664-001      A01     8 PORT CHASSIS

80-0000624-01        XHP-2400-0001   A5625-60001    N/A             N/A

80-0000451-01        XCQ-000018      N/A            29-34651-01     159666-001      A01     16 PORT FAN TRAY

80-0000302-01        XHP-000013                     N/A             N/A

80-0000454-03        XCQ-000019      N/A            29-34650-01     159665-001      A02     16 PORT M/B

80-0000301-04        XHP-000012                     N/A             N/A

60-0000118-01        XCQ-000020      N/A            3X-H7603-AA     160407-B21      A01     PWRSPY OPTION

80-0000452-01        XCQ-000021      N/A            29-34652-01     159667-001      A01     16 PORT CHASSIS

80-0000303-03        XHP-000014                     N/A             N/A

80-0000625-01        XHP-2800-0001                  N/A             N/A

80-0000340-01        XCQ-000023      N/A            30-56154-01     188851-B21              SERIAL CABLE

80-0000340-01        XCQ-000023      N/A            29-34690-01     195401-001              SERIAL CABLE

80-0000470-01        XHP-000027                     N/A             N/A
                                                                                            Storage Works
80-0000364-05        XCQ-000024      N/A            29-34683-01     177615-001      A01     SAN Switch 8-EL
                                                                                            Storage Works

80-0000467-06        XCQ-000025      N/A            29-34823-01     222093-001      A01     SAN Switch 16-EL

80-0000555-01        XCQ-000026      N/A            29-34898-01     239018-001      A01     ISL CABLE

80-0000563-01        XCQ-000029      N/A            29-34899-01     239019-001      A01     ISL CABLE

80-0000620-01        XCQ-2040-0001   N/A            N/A             N/A

80-0000623-01        XCQ-2250-0001   N/A            N/A             N/A

80-0000621-01        XCQ-2400-0001   N/A            N/A             N/A

80-0000622-01        XCQ-2800-0001   N/A            N/A             N/A

80-0000652-01        XHP-6400-0002   A7326-70001    N/A             N/A

80-0000649-01        XHP-6400-0006   A7345-67001    N/A             N/A

80-0000653-01        XHP-6400-0003   A7345-67002    N/A             N/A

80-0000651-01        XHP-6400-0001   A7326-87901    N/A             N/A

80-0000655-01        XHP-6400-0005   A7326-44002    N/A             N/A

80-0000654-01        XHP-6400-0004   A7326-67003    N/A             N/A

FRUs / OPTIONS - SW3000

80-0000908-02        XCQ-3200-0001   N/A            N/A             287700-001              SPS-SWITCH, FIBRE CHNL, 8-EL

80-0000779-02        XHP-3200-0000   A7346-67001    N/A             N/A

80-0000877-01        XCQ-3200-0002   N/A            N/A             287900-001

80-0000822-02        XCQ-3600-0001   N/A            N/A             287699-001              SPS-BD,SYSTEM, 16-EL

80-0000731-04        XHP-3800-0005   A7340-67001    N/A             N/A

                     XHP-3800-0006   A7340-67006    N/A             N/A

80-0000672-04        XCQ-3800-0001   N/A            29-34922-01     257544-001              SPS-BD,SYSTEM

80-0000612-03        XHP-3800-0001   A7340-67002    N/A             N/A

80-0000673-01        XCQ-3800-0002   N/A            29-34923-01     257545-001              SPS-FAN

80-0000633-02        XHP-3800-0003   A7340-67004    N/A             N/A

80-0000674-01        XCQ-3800-0003   N/A            3X-H7604-AA     260255-B21              SPS-PWR-SPY OPTION

80-0000675-01        XCQ-3800-0004   N/A            29-34924-01     257546-001              SPS-PWR-SPY

80-0000632-02        XHP-3800-0002   A7340-67003    N/A             N/A

80-0000852-01        XCQ-3800-0005   N/A            29-34931-01     278672-001              SPS-RACK MOUNT KIT, 1"

FRUs / OPTIONS - SW12000

80-0000843-xx        XCQ-12000-0001  N/A            N/A             283802-001              SPS-BD, SWITCH12000 PORT

80-0000844-xx        XCQ-12000-0002  N/A            N/A             283803-001              SPS-BD, SWITCH12000 CP

80-0000845-xx        XCQ-12000-0003  N/A            N/A             283804-001              SPS-PWR SPLY, SW12000,1000W

80-0000846-xx        XCQ-12000-0004  N/A            N/A             283805-001              SPS-RACK MNT KIT, SW12000, 14U

80-0000847-xx        XCQ-12000-0005  N/A            N/A             283801-001              SPS-BLOWER, SW12000 CP

80-0000848-xx        XCQ-12000-0006  N/A            N/A             283806-001              SPS-PANEL,FILLER,PORT CARD

80-0000849-xx        XCQ-12000-0007  N/A            N/A             283807-001              SPS-CA,SW12000 CP PILLAR

OPTIONAL SOFTWARE / PAPER PACKS - SW2000

53-0000013-01                                       BX-RKERA-XE                             SAN Switch

60-0000142-01        CQ-200032-01    N/A            QB-65AAA-SA     166601-001      A01     Remote Switch

53-0000238-01                                       BX-RR78A-XE                             SAN Switch

80-0000748-01        CQ-228001-01    N/A            QM-6SYAA-AA     257653-B21              Fabric Watch

53-0000237-01                                       BX-RR7CA-XE                             SAN Switch

80-0000747-01        CQ-228002-01    N/A            QM-6SZAA-AA     257655-B21              Extended Fabric

53-0000056-01                                       BX-RNUSA-XE                             SAN Switch

60-0000330-01        CQ-228005-01    N/A            QM-6KAAA-AB     207104-B21      A01     Multi E-port Upgrade

OPTIONAL SOFTWARE / PAPER PACKS - SW3000

53-0000305-01                                       BX-RTABA-XE                             SAN Switch 2/8-EL

80-0001036-01        CQ-3200FLF-01   N/A            QB-6XKAA-MA     288250-B21              Full Fabric Upgrade

53-0000264-01                                       BX-RTADA-XE                             SAN Switch 2/16-EL

80-0000850-01        CQ-3600FLF-01   N/A            QB-6X3AA-MA     288162-B21              Full Fabric Upgrade

53-0000225-01                                       BX-RR7RA-XE                             SAN Switch 2/16

80-0000688-01        CQ-3800EXF-01   N/A            QB-6SZAB-SA     262868-B21              Extended Fabric

                     HP-3800EXF-01                  N/A             N/A

                     HP-380REXF-01                  N/A             N/A

53-0000226-01                                       BX-RR7ZA-XE                             SAN Switch 2/16

80-0000687-01        CQ-3800FWH-01   N/A            QB-6SYAB-SA     262864-B21              Fabric Watch

53-0000234-01                                       BX-RR7VA-XE                             SAN Switch 2/16

80-0000746-01        CQ-3800PRF-01   N/A            QB-6TZAA-SA     262870-B21              Advanced Performance Monitoring

                     HP-3800PRF-01                  N/A             N/A

                     HP-380RPRF-01                  N/A             N/A

53-0000223-01                                       BX-RR8AA-XE                             SAN Switch 2/16

80-0000722-01        CQ-3800PRM-01   N/A            QB-6U1AA-SA     262874-B21              Performance Bundle

53-0000236-01                                       BX-RR7MA-XE                             SAN Switch 2/16

80-0000744-01        CQ-3800QLP-01   N/A            QB-6TYAA-SA     262866-B21              Quickloop Fabric Assist

53-0000235-01                                       BX-RR83A-XE                             SAN Switch 2/16

80-0000745-01        CQ-3800TRK-01   N/A            QB-6U0AA-SA     262872-B21              ISL Trunking

                     HP-3800TRK-01                  N/A             N/A

                     HP-380RTRK-01                  N/A             N/A

80-0000758-01        HP-3800ENU-01                  N/A             N/A

                     HP-3800RSW-01                  N/A             N/A

                     HP-380RRSW-01                  N/A             N/A

OPTIONAL SOFTWARE / PAPER PACKS - SW12000
                                                    BX-RSWKA-XE                             SAN Core Switch 2/64

53-0000288-01        CQ-1200EXF-01   N/A            QB-6X5AA-SA     288140-B21              Extended Fabric
                                                                                            SAN Core Switch 2/64

53-0000289-01        CQ-1200RSW-01   N/A            QB-6X7AA-SA     288148-B21              Remote Switch
                                                    BX-RSWPA-XE                             SAN Core Switch 2/64

53-0000287-01        CQ-1200TRK-01   N/A            QB-6X6AA-SA     288144-B21              ISL Trunking
</TABLE>

<TABLE>
<CAPTION>
                                                                                FW       BROCADE DOC    COMPAQ DOC       STANDARD
                     BROCADE        HP           BROCADE DESCRIPTION            LEVEL     KIT P/N        KIT P/N           COST
MFG P/N             ORDERING P/N   5-5 P/N
<S>                <C>             <C>           <C>                            <C>      <C>            <C>              <C>
CURRENT PURCHASED
PRODUCT - SW2000
                                                 Eclipse2040
80-0000363-05      CQ-2040-0000    N/A           Entry Fabric, WT, Z, Docs,     2.6.0c   60-0000378-05   QB-6KAAA-SA,
                                                 Serial Cable Midas 2250                                 Rev. 2.0

                                                 Full Fabric, WT,Z, Docs,
80-0000466-07      CQ-2250-0000    N/A           Serial Cable, Rack Mount
                                                 Kit                            2.6.0c   60-0000436-04   QB-6MBAA-SA,
                                                 SilkWorm2400                                             Rev. 2.0
                                                 1PS, WT,Z,QL,F, Docs,          2.6.0c   60-0000122-06   QB-6F9AB-SA,
                                                 Serial Cable                                            Rev. 3.0

80-0000308-06      CQ-2401-0002    N/A           SilkWorm2400
                                                 8 port, 1 G, WT, QL, Z, FW     2.4.1    N/A

80-0000289-11      HP-2401-0000    A5625-62002   SilkWorm2800
                                                 1PS, WT,Z,QL,F, Docs,          2.6.0c   60-0000123-06   QB-6F9AC-SA,
                                                 Fan Tray Handles                                        Rev. 3.0             [*]

                                                 SilkWorm2800
80-0000453-05      CQ-2801-0002    N/A           2PS, 16 port, 1 G, WT,         2.4.1                    N/A
                                                 QL, Z, FW

80-0000350-08      HP-2802-0001    A5624-60003   SilkWorm 6400                  2.6.0c   60-0000475-03   QB-6QKAA-SA,
                                                 Fabric, WT, Z, (FW, v2.2                                Rev. 2.0
                                                 licenses)

                                                 SilkWorm 6400
80-0000556-03      CQ-6400-0000    N/A           64 port, FOS, WT, Z, WL., FW                            N/A
                                                 Starbase 6432

80-0000648-01      HP-6400-0000    A7326-62001   Fabric, WT, Z, (FW, v2.2       2.6.0c   60-0000475-03   QB-6QKAA-SA,
                                                 licenses)                                               Rev. 2.0

                                                 SilkWorm 3200
80-0000478-04      CQ-6432-0000    N/A           4-switch Fabric, AWT, AZ,      3.0.2c   60-0000705-01   QB-6X3AA-SA,
                                                 Rack Mount Kit                                          Rev. 1.0

80-0000478-04      CQ-6432-0000    N/A           SilkWorm 3200
                                                 8 port, 2 G, WT, QL,           3.0.1b                   N/A
CURRENT PURCHASED                                Single E-port
PRODUCT - SW3000                                 8 port, 2 G, WT, QL, Z, FW     3.0.1b                   N/A

                                                 SilkWorm 3200
80-0000766-03      CQ-3200-0000    N/A           8 port, 2 G, WT, QL, Z, FW     3.0.2c   60-0000701-01   QB-6XKAA-SA,
                                                                                                         Rev. 1.0

80-0000767-02      HP-3200-0000    A7346-63001   SilkWorm 3600
                                                 4-switch Fabric, AWT, AZ,
                                                 Rack Mount Kit

80-0000769-02      HP-3200-0001    A7347-63001   SilkWorm 3800 (2               3.0.2a   60-0001635-01   QC-6U2AA-SA,
                                                 power supplies)                                         Rev. 1.0

                                                 Fabric, AWT, AZ
80-0000821-02      CQ-3602-0000    N/A           Rack Mount Kit

80-0000858-02      CQ-3802-0000    N/A           SilkWorm 3800 (2 power
                                                 supplies) 16 port, 2 G, WT,    3.0.1b                   N/A
                                                 QL, Z, FW

80-0000599-04      HP-3802-0000    A7340-63001   SilkWorm 3900 (2
                                                 power supplies) 32 port, 2 G,  4.0.2                    N/A
                                                 WT, QL, Z, FW

80-0000611-04      HP-3802-0001    A7340-63004   SilkWorm 3800 (2 power         3.0.1b                   N/A
                                                 supplies)

CURRENT PURCHASED PRODUCT - SW12000              16 port, 2 G, WT, QL, Z, FW,
                                                 ISLT, PM, EXF, RSW

                                                                                         72-0000014-02
80-0000989-01      HQ-12000-0001   A6509-63001   SilkWorm 12000, 32-port                 53-0000278-02
                                                 Config, Fabric, AWT, AZ,                53-0000277-01
                                                 FW, PM,                                 53-0000285-01
                                                 Rack Mount Kit                 4.0.0a   53-0000284-01   QB-6X4AA-SA,
                                                                                                          Rev. 1.0

80-0000992-01      HQ-12000-0002   A6510-60001   SilkWorm 12000, 16-port
                                                 Blade,
                                                 Fabric, AWT,AZ                 4.0.0a   N/A             N/A

FRUs / OPTIONS - SW2000

80-0000403-03      XCQ-000014      N/A           2400 Mainboard Tray            2.1.9m   N/A             N/A                  [*]

80-0000307-06      XHP-000021                    HP,FRU,CHS,W/MB,NO FAN,        2.4.1    N/A             N/A
                                                 SW2400T

80-0000310-01      XCQ-000015      N/A           2400 Fan Tray                     --    N/A             N/A                  [*]

80-0000306-01      XHP-000008                    HP,FRU,FAN TRAY,SW2400T           --    N/A             N/A

60-0000055-01      XCQ-000016      N/A           Power Supply FRU                  --    N/A             N/A                  [*]

80-0000771-01      XHP-000010                    HP,FRU,P/S ASM,SW2000             --    N/A             N/A

80-0000309-01      XCQ-000017      N/A           2400 Chassis                      --    N/A             N/A                  [*]

80-0000624-01      XHP-2400-0001   A5625-60001   2400 Accessory Tray               --    N/A             N/A

80-0000451-01      XCQ-000018      N/A           2800 Fan Tray                     --    N/A             N/A                  [*]

80-0000302-01      XHP-000013                    HP,FRU,FAN TRAY,SW2800T           --    N/A             N/A

80-0000454-03      XCQ-000019      N/A           2800 Mainboard Tray            2.1.9m   N/A             N/A                  [*]

80-0000301-04      XHP-000012                    HP,FRU,M/B W/TRAY SW2800T      2.4.1    N/A             N/A

60-0000118-01      XCQ-000020      N/A           Power Supply Option               --    60-0000124-01   QC-6F9AC-GZ,         [*]
                                                                                                         Rev. 2.2

80-0000452-01      XCQ-000021      N/A           2800 Chassis/Dsply/ Touchpad      --    N/A             N/A                  [*]

80-0000303-03      XHP-000014                    HP,FRU,CHS,DSPLY,KYPD,SW2800T     --    N/A             N/A

80-0000625-01      XHP-2800-0001                 2800 Accessory Tray               --    N/A             N/A

80-0000340-01      XCQ-000023      N/A           Serial Cable Option               --    N/A             N/A

80-0000340-01      XCQ-000023      N/A           Serial Cable FRU                  --    N/A             N/A                  [*]

80-0000470-01      XHP-000027                    HP,FRU,SERIAL,CABLE,
                                                 RJ45 / ADPTR                      --    N/A             N/A

80-0000364-05      XCQ-000024      N/A           Eclipse 2040 FRU               2.1.9m   N/A             N/A                  [*]

80-0000467-06      XCQ-000025      N/A           Midas 2250 FRU                 2.1.9m   N/A             N/A                  [*]

80-0000555-01      XCQ-000026      N/A           ISL FRU (1M)                      --    N/A             N/A                  [*]

80-0000563-01      XCQ-000029      N/A           ISL FRU (0.75M)                   --    N/A             N/A                  [*]

80-0000620-01      XCQ-2040-0001   N/A           FRU Accessory Kit, CQ-2040        --    N/A             N/A

80-0000623-01      XCQ-2250-0001   N/A           FRU Accessory Kit, CQ-2250        --    N/A             N/A

80-0000621-01      XCQ-2400-0001   N/A           FRU Accessory Kit, CQ-2401        --    N/A             N/A

80-0000622-01      XCQ-2800-0001   N/A           FRU Accessory Kit, CQ-2801        --    N/A             N/A
                                                 6400 Accessory Door
                                                 (MUST ship with 6400
80-0000652-01      XHP-6400-0002   A7326-70001   switch)                           --    N/A             N/A

80-0000649-01      XHP-6400-0006   A7345-67001   6400 2250 Switch FRU           2.4.1    N/A             N/A

80-0000653-01      XHP-6400-0003   A7345-67002   6400 ISL Cable Kit                --    N/A             N/A

80-0000651-01      XHP-6400-0001   A7326-87901   6400 Rack Mount Kit               --    N/A             N/A

80-0000655-01      XHP-6400-0005   A7326-44002   6400 Packaging FRU                --    N/A             N/A

80-0000654-01      XHP-6400-0004   A7326-67003   6400 CD/Docs ( $ per 25)          --

FRUs / OPTIONS - SW3000

80-0000908-02      XCQ-3200-0001   N/A           3200 Switch FRU                3.0.2c   N/A             N/A                  [*]

80-0000779-02      XHP-3200-0000   A7346-67001   8 port, single e port
                                                 switch fru                     3.0.1b   N/A             N/A

80-0000877-01      XCQ-3200-0002   N/A           3200 Fixed Rack Mount Kit         --    N/A             N/A

80-0000822-02      XCQ-3600-0001   N/A           3600 Mainboard FRU             3.0.2c   N/A             N/A                  [*]

80-0000731-04      XHP-3800-0005   A7340-67001   3800 Switch FRU                3.0.1b   N/A             N/A
                                                 3800 Chassis w/wiring
                                                 harness - Special
                   XHP-3800-0006   A7340-67006   Order, Min 10                     --    N/A             N/A

80-0000672-04      XCQ-3800-0001   N/A           3800 Mainboard FRU             3.0.2a   N/A             N/A                  [*]

80-0000612-03      XHP-3800-0001   A7340-67002   3800 Tray w/MB                 3.0.1b   N/A             N/A

80-0000673-01      XCQ-3800-0002   N/A           3x00 Fan FRU                      --    N/A             N/A                  [*]

80-0000633-02      XHP-3800-0003   A7340-67004   3800 Fan                          --    N/A             N/A

80-0000674-01      XCQ-3800-0003   N/A           3800 Power Supply Option          --    N/A             N/A

80-0000675-01      XCQ-3800-0004   N/A           3x00 Power Supply FRU             --    N/A             N/A                  [*]

80-0000632-02      XHP-3800-0002   A7340-67003   3800 Power Supply                 --    N/A             N/A

80-0000852-01      XCQ-3800-0005   N/A           3x00 Rack Mount Kit               --    N/A             N/A                  [*]

FRUs / OPTIONS - SW12000

80-0000843-xx      XCQ-12000-0001  N/A           12000 FRU, PORT CARD           4.0.0    N/A             N/A                  [*]

80-0000844-xx      XCQ-12000-0002  N/A           12000 FRU, CP CARD                --    N/A             N/A                  [*]

80-0000845-xx      XCQ-12000-0003  N/A           12000 FRU, P/S, 180-264VAC,
                                                 1000W                             --    N/A             N/A                  [*]

80-0000846-xx      XCQ-12000-0004  N/A           12000 FRU, RACK MOUNT
                                                 KIT, 14U                          --    N/A             N/A                  [*]

80-0000847-xx      XCQ-12000-0005  N/A           12000 FRU, BLOWER ASSY            --    N/A             N/A                  [*]

80-0000848-xx      XCQ-12000-0006  N/A           12000 FRU, PORT CARD
                                                 SLOT FILLER PNL                   --     N/A            N/A                  [*]

80-0000849-xx      XCQ-12000-0007  N/A           12000 FRU, CABLE MGT PILLAR       --     N/A            N/A                  [*]

OPTIONAL SOFTWARE / PAPER PACKS - SW2000

53-0000013-01

60-0000142-01      CQ-200032-01    N/A           Remote Switch License Pak      2.1.x    N/A             N/A

53-0000238-01

80-0000748-01      CQ-228001-01    N/A           Fabric Watch Pak (SW2000)      2.6      N/A             N/A

53-0000237-01

80-0000747-01      CQ-228002-01    N/A           Extended Fabric Pak (SW2000)   2.6      N/A             N/A

53-0000056-01

60-0000330-01      CQ-228005-01    N/A           Multi E-port Upgrade
                                                 License Pak                    2.6      N/A             N/A

OPTIONAL SOFTWARE / PAPER PACKS - SW3000

53-0000305-01

80-0001036-01      CQ-3200FLF-01   N/A           Full Fabric (eliminates
                                                 4-switch limit)                3.x      N/A             N/A

53-0000264-01

80-0000850-01      CQ-3600FLF-01   N/A           Full Fabric (eliminates
                                                 4-switch limit)                3.x      N/A             N/A

53-0000225-01

80-0000688-01      CQ-3800EXF-01   N/A           Extended Fabric Pak (SW3800)   3.x      N/A             N/A

                   HP-3800EXF-01                 SW, Extended Fabric            3.x      N/A             N/A

                   HP-380REXF-01                 SW, Repair key,
                                                 Extended Fabric                3.x      N/A             N/A

53-0000226-01

80-0000687-01      CQ-3800FWH-01   N/A           Fabric Watch Pak (SW3800)      3.x      N/A             N/A

53-0000234-01

80-0000746-01      CQ-3800PRF-01   N/A           Advanced Performance
                                                 Monitoring (SW3800)            3.x      N/A             N/A

                   HP-3800PRF-01                 SW, Performance Monitoring     3.x      N/A             N/A

                   HP-380RPRF-01                 SW, Repair key, Performance
                                                 Monitoring                     3.x      N/A             N/A

53-0000223-01                                    Performance Bundle (SW3800,
                                                 includes FW, APM,T)

80-0000722-01      CQ-3800PRM-01   N/A                                          3.x      N/A             N/A

53-0000236-01

80-0000744-01      CQ-3800QLP-01   N/A           QuickLoop Fabric
                                                 Assist (SW3800)                3.x      N/A             N/A

53-0000235-01

80-0000745-01      CQ-3800TRK-01   N/A           ISL Trunking (SW3800)          3.x      N/A             N/A

                   HP-3800TRK-01                 SW, Trunking                   3.x      N/A             N/A

                   HP-380RTRK-01                 SW, Repair key, Trunking       3.x      N/A             N/A

80-0000758-01      HP-3800ENU-01                 SW, BASE to ADV. Upgrade       3.x      N/A             N/A

                   HP-3800RSW-01                 SW, Remote Switch              3.x      N/A             N/A

                   HP-380RRSW-01                 SW, Repair key, Remote
                                                 Switch                         3.x      N/A             N/A
OPTIONAL SOFTWARE / PAPER PACKS - SW12000

53-0000288-01      CQ-1200EXF-01   N/A           Extended Fabric Pak (SW12000)  4.x      N/A             N/A

53-0000289-01      CQ-1200RSW-01   N/A           Remote Switch License Pak
                                                 (SW12000)                      4.x      N/A             N/A

53-0000287-01      CQ-1200TRK-01   N/A           ISL Trunking (SW12000)         4.x      N/A             N/A
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                                   EXHIBIT (D)

                             MAINTENANCE AND SUPPORT

1.       GENERAL TERMS.

         1.1.     SCOPE: Supplier will provide maintenance and support services
                  to HP as specified in these Support Terms to allow HP to
                  provide effective service to end-user customers ("Customers")
                  of the Product. Unless otherwise agreed, HP will serve as the
                  primary support contact with Customers, and Supplier shall
                  have no direct end-user customer support obligations except as
                  otherwise provided herein. The obligations of each party are
                  specified below. In case of any conflict with the agreement
                  which contains this Maintenance and Support Exhibit
                  ("Agreement"), the terms of this Maintenance and Support
                  Exhibit will take precedence for clarification of support
                  obligations, but will not otherwise modify the Agreement.

         1.2.     DEFINITIONS: The following capitalized terms will have these
                  meanings when used in these Support Terms:

                  1.2.1.   "ACTION PLAN" means the initial plan to be created
                           and implemented by Supplier in response to an HP
                           Problem Resolution or Escalation request. At a
                           minimum, the Action Plan must contain the following:

                           1.  Problem Statement;

                           2.  List of all key HP and Supplier contacts and
                               their managers;

                           3.  Actions to be taken;

                           4.  Purpose and desired result for each action;

                           5.  Expected completion time; and

                           6.  Contingencies or alternatives if desired results
                               are not achieved.

                  1.2.2.   "ESCALATION" is the process described in ARTICLE 4
                           below through which HP declares that a Customer
                           situation requires immediate action. Under this
                           process, the nature and severity of the problem is
                           raised in each party's organization and additional
                           resources are allocated as specified in these Support
                           Terms toward solving the problem.

                  1.2.3.   "FIX" means a change in a Product that removes a
                           problem in that product. A Fix must be designed and
                           tested so that it can be distributed to all
                           Customers. A Fix may be temporary or permanent. A
                           temporary Fix may be a patch or bug fix that
                           temporarily modifies a Product or any software in the
                           product without rebuilding that product. A permanent
                           Fix provides a permanent solution to the problem,
                           agreed upon by both HP and the Supplier.

                  1.2.4.   "PROBLEM RESOLUTION" is the process described in
                           Article 3 below through which HP submits a Request
                           for Technical Assistance to notify Supplier when a
                           problem (such as a fault or defect) is suspected in a
                           Product. Under this process, HP confirms the problem
                           diagnosis with Supplier, and the parties cooperate to
                           resolve the problem.

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                  1.2.5.   "SUPPORT INFORMATION" means Product Service
                           Information and a Knowledge Data Base of known
                           problems related to Supplier's support of Products.

                  1.2.6.   "STATUS UPDATE" means Supplier's summary of the
                           problem, describing the possible cause and the
                           incremental work to be performed to reach resolution,
                           including the Action Plan and the availability date
                           of a Fix.

                  1.2.7.   "TECHNICAL ASSISTANCE" is the process described in
                           Article 2 below through which HP obtains assistance
                           from Supplier in the support of Customers. Technical
                           Assistance includes the exchange of information, such
                           as product configuration, product operation, or other
                           necessary answers or assistance to support questions.

                  1.2.8.   "TRACKING SYSTEM" means an electronic database to be
                           maintained by the parties for updating and
                           communicating information pertaining to Service
                           Requests, Technical Assistance, Problem Resolution
                           and Escalation. The particular type of Tracking
                           System will be mutually determined, as more
                           particularly described in Section 1.7 below.

                  1.2.9.   "WORKAROUND" means a temporary solution or temporary
                           Fix that restores operational capability for the
                           Product, without severely compromising the
                           performance of that product, until a permanent Fix is
                           available. A Workaround can be a change in the
                           configuration or a change in Customer documentation.

                  1.2.10.  "PRODUCTS" means the products listed in Exhibit (A)
                           of the Agreement to which this Exhibit is attached,
                           including all related Documentation, Software
                           licenses and media, Parts, and other deliverables
                           provided pursuant to the Agreement.

         1.3.     GENERAL OBLIGATIONS. Each party agrees to the following
                  general terms:

                  1.3.1.   For each Product, Supplier will provide a product
                           support plan incorporating HP's support planning
                           processes and support recommendations.

                  1.3.2.   Unless expressly authorized under these Support
                           Terms, neither party will commit resources of the
                           other to Customers.

                  1.3.3.   Both parties will provide such information to each
                           other as is needed to implement these Support Terms,
                           subject to the confidentiality and licensing
                           provisions of this Agreement. Unless otherwise
                           specified, all such information will be used by the
                           other party solely for its internal use to fulfill
                           its obligations under these Support Terms.

                  1.3.4.   When either party makes changes to its support
                           policies and procedures that may affect its ability
                           to support Customers or the other party under these
                           terms, the party making the changes will inform the
                           other party's Strategic Support Contact listed in
                           Section 1.5 below of such changes in accordance with
                           the procedures described in these Support Terms.

                  1.3.5.   HP may [*]. Nothing in these Support Terms prohibits
                           either party from independently supporting the other
                           party's products; provided that each party
                           acknowledges that, except as expressly granted
                           hereunder or in the Software License Agreement, no
                           licenses are

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                           granted to the other to use that party's confidential
                           technical information or other intellectual property.

                  1.3.6.   HP requires verification of Supplier's
                           replacement/repair process for FRUs and Products.
                           Upon the Effective Date of this Agreement, Supplier
                           will promptly provide a FRU replacement and repair
                           plan of sufficient detail to HP's reasonable
                           satisfaction. The number of times a FRU is repaired
                           [*] [*] [*].

         1.4.     STRATEGIC AND TECHNICAL SUPPORT CONTACTS. Supplier and HP have
                  each designated in Appendix I a Strategic Support Contact and
                  a Technical Support Contact, which may be one and the same
                  person. The Strategic Support Contacts will be the focal
                  points for general relationship and process issues and will be
                  responsible for managing the overall relationship of the
                  parties. The Technical Support Contacts will be the focal
                  points for Customer technical issues, including Technical
                  Assistance, Problem Resolution and Escalation. Technical and
                  Strategic Support Contacts may be changed at any time upon
                  written notice to the other party.

         1.5.     STATUS REVIEW MEETINGS. Supplier and HP Strategic Support
                  Contacts or their designees will meet on a regular basis for
                  the purpose of reviewing the effectiveness of their support
                  relationship, suggesting changes, implementing improvements
                  and sharing technical information. Meetings will take place at
                  least [*] in the [*] year of the Agreement, and at least [*]
                  thereafter.

         1.6.     COMMUNICATIONS BETWEEN PARTIES. Any support-related
                  communications required or permitted to be given under these
                  Support Terms will be made by telephone, or by electronic mail
                  ("e-mail") in a standard format agreed to by the parties, to
                  the appropriate contact.

         1.7.     PROBLEM TRACKING SYSTEM. The parties agree to implement and
                  maintain a problem tracking database (the "Tracking System")
                  for inputting, accessing and updating information on Requests
                  for Technical Assistance, Problem Resolution and Escalation.
                  [*] prioritization of the Problem Tracking System.

         1.8.     RESPONSE TIMES. Supplier [*] respond to HP requests for
                  Technical Assistance, Problem Resolution and Escalation as
                  soon as possible after receipt of the request, but in no event
                  later than the response times specified in Appendix II to
                  these Support Terms, in accordance with the problem
                  classification listings in that Appendix.

2.       TECHNICAL ASSISTANCE.

         2.1.     HP REQUEST FOR TECHNICAL ASSISTANCE.

                  2.1.1.   When making a request for Technical Assistance, HP
                           will provide the following information to Supplier:
                           (a) description of the situation; (b) the HP assigned
                           call classification and the HP identification number;
                           and (c) the call back phone number if different from
                           the Technical Support Contact phone number listed in
                           Appendix I.

                           1.       COLLECT THE FOLLOWING INFORMATION FOR
                                    ANALYSIS:

                                    -     Switch trace, log file, or data dump
                                          using Brocade's SUPPORTSHOW and
                                          COREDUMP Utilities.

                                    -     Finisar trace (strongly recommended)
                                          Xyratec okay.

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                           2.       PROVIDE INFORMATION FOR BROCADE TO BE ABLE
                                    TO REPRODUCE THE PROBLEM: Step-by-step
                                    procedure(s) used to recreate the problem,
                                    if possible.

                           3.       SYSTEM CONFIGURATION INFORMATION:

                                    -     HOST : All OS platforms and versions;
                                          HBA type and driver version

                                    -     HOST Applications: List

                                    -     Storage: Disk or tape subsystem type
                                          (i.e: RAID, JBOD, public, private,
                                          DLT, etc.), manufacturer and firmware
                                          version.

                                    -     Storage management software and
                                          applications

                                    -     Switch topology: Describe the network
                                          configuration. Provide SAN diagram if
                                          possible.

                                    -     Is the switch in a cascaded or meshed
                                          environment?

                                    -     How many switches are in the
                                          configuration? Of what types?

                                    -     How are the switches zoned?

                                    -     Are there parallel fabrics? Dual host,
                                          storage connections

                                    -     Are there any third-party switches
                                          linked in the fabric?

                                    -     Are there any arbitrated loop devices
                                          connected?

                                    -     Are any bridges, gateways, or routers
                                          connected? To what?

                  2.1.2.   Effective as of the date of first customer shipment
                           of the Product, Supplier will make its Technical
                           Support Contacts available to receive Technical
                           Assistance requests from HP through the supplier's
                           designated toll-free telephone number, _____________,
                           designated e-mail address, ___________, or designated
                           web site, __________. The supplier shall provide
                           technical support to HP Support as set forth in this
                           Agreement [*].

                  2.1.3.   Supplier will take all necessary steps to resolve the
                           Technical Assistance request and provide HP with the
                           resolution and all available information as soon as
                           it is available but no later than the response times
                           specified in Appendix II.

                  2.1.4.   HP agrees that the support engineers that contact
                           Supplier for Technical Assistance have previously
                           received a substantial level of training on the
                           Product.

         2.2.     TECHNICAL ASSISTANCE RECORDS. Supplier will keep a record of
                  all Technical Assistance requests in Supplier's Tracking
                  System and update their current status. As soon as possible
                  after final resolution, Supplier will input a detailed
                  description of the Technical Assistance request and resolution
                  in Supplier's Tracking System.

                  2.2.1.   TECHNICAL ASSISTANCE RECORDS WILL INCLUDE, AT A
                           MINIMUM, THE FOLLOWING INFORMATION:

                           1.  HP call identification number and Supplier call
                               tracking number.

                           2.  Date of initial call to the supplier.

                           3.  Names of call participants.

                           4.  Times and dates of subsequent calls to HP.

                           5.  Model, version and serial number of Product(s)
                               involved; and version of operating system
                               involved.

                           6.  Problem Description (Symptoms) as provided by HP.

                           7.  Root Cause(s) as provided by the supplier

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                           8.  Recommended Corrective Action(s) Alternatives and
                               Priorities (Steps taken to diagnose and remedy
                               the problem.) provided by the supplier.

                           9.  Any Action Plan(s) required for follow-up or
                               resolution.

                           10. Date of resolution.

         2.3.     CLOSING TECHNICAL ASSISTANCE REQUEST. After a Technical
                  Assistance request is resolved and the resolution information
                  is communicated to HP and documented in the Tracking System,
                  HP will contact Supplier to close the request.

         2.4.     [*] TECHNICAL ASSISTANCE REPORT. The Supplier will provide a
                  [*] technical report covering all problems received from HP
                  during the current [*], all problems still open from previous
                  [*] including the original date forwarded to the Supplier,
                  current status of each problem, categorization of problems and
                  resolutions, and problem metrics including average response
                  time and number of escalations. Note: Problems include both
                  Problem Resolution Requests (paragraph 3) and Escalations
                  (paragraph 4).

3.       PROBLEM RESOLUTION.

         3.1.     Requesting Problem Resolution Service

                  3.1.1.   HP will receive defect reports, inquiries and problem
                           calls about Products from HP's Customers. If HP is
                           unable to resolve a problem after Technical
                           Assistance and after reasonable efforts, HP may
                           provide Supplier a Request for Technical Assistance.

                  3.1.2.   When making a Request for Technical Assistance, HP
                           will provide the following information in addition to
                           the HP-provided information as identified and listed
                           in Section 2.1.1 & 2.2.1 above:

                           1.  Description of diagnostic work performed and data
                               collected by HP.

                           2.  Action being requested (e.g. remedying or
                               assisting in isolating the fault)

                           3.  Problem classification pursuant to the
                               definitions in Appendix II.

         3.2.     PROBLEM RESOLUTION PROCESS

                  3.2.1.   After Supplier receives a Request for Technical
                           Assistance, it will acknowledge receipt and then
                           acknowledge HP's diagnosis of the problem. When it is
                           mutually deemed necessary, Supplier will make [*]
                           contact may be established. Supplier will recommend
                           appropriate corrective action(s) on the Request for
                           Technical Assistance to resolve the problem as soon
                           as possible, but in no event later than the response
                           times specified in Appendix II, according to the
                           classification of the problem.

                  3.2.2.   In the event that neither HP nor Supplier is able to
                           isolate and resolve a Critical or Serious situation,
                           HP may request that Supplier assist HP in dialing
                           into the Customer's system directly to assist HP in
                           analyzing and troubleshooting the problem. Supplier
                           will provide [*]. HP will provide Supplier access
                           through telnet or web tools. If the problem is
                           mutually deemed to require Supplier [*].

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                  3.2.3.   Supplier will provide an Action Plan within the
                           response times listed in Appendix II,; based on HP's
                           classification of the problem. An Action Plan may
                           require Supplier to: (a) reprioritize its other
                           activities in order to meet the commitment to solve a
                           Customer problem; (b) increase resources to address
                           the problem; (c) assist HP with remote dial into a
                           Customer system for direct observation; (d) assist HP
                           with [*] analysis.

                  3.2.4.   Supplier will notify HP upon resolution of the
                           problem: or upon the availability of a Fix or
                           Workaround. If a permanent resolution cannot be
                           achieved within the response times specified in
                           Appendix II, Supplier will notify HP of any
                           modification to the original Action Plan and the
                           anticipated availability of a permanent problem
                           resolution.

                  3.2.5.   Supplier will enter in the Supplier's Tracking System
                           all Status Updates, Action Plans and other
                           communications requested by HP's Technical Support
                           Contact.. Supplier may request additional information
                           from the HP Technical Support Contact in order to
                           meet the response times specified in Appendix II.

         3.3.     PROBLEM RESOLUTION RECORDS

                  3.3.1.   Supplier will keep records of all Requests for
                           Technical Assistance in the Supplier's Tracking
                           System and update their current status. Supplier will
                           also be responsible for accessing, reviewing, and
                           updating defect information related to the Products.
                           The Supplier will provide a weekly report as
                           referenced in paragraph 2.4.

                  3.3.2.   Problem Resolution records will include, at a
                           minimum, the items listed in Sections 2.1.1, 2.2.1,
                           and 3.1.2 above along with the following information:

                           1.  Summary of the problem as finally diagnosed.

                           2.  Detailed description of the root causes and
                               symptoms.

                           3.  Actions taken to resolve the situation.

                           4.  Date of Problem Resolution request and final
                               resolution.

                           5.  Likelihood of problem recurring and recommended
                               action in the event of a recurrence.

                           6.  Supplier and HP Service Request numbers for cross
                               reference purposes.

                           7.  Fix or Workaround implemented and how and when
                               available.

                           8.  Tests performed on the Fix or Workaround.

                           9.  If only temporary Fix or Workaround is available,
                               the Action Plan for Permanent Fix.

         3.4.     PROBLEM RESOLUTION RESOURCES

                  3.4.1.   Supplier will maintain technical resources (hardware,
                           software, and personnel) adequate to [*]. These
                           resources may be allocated on a provisional basis for
                           the purpose of new product testing and qualification.
                           If a problem resolution requires the assembly of a
                           storage network configuration then [*] in order to
                           optimize support of the problem resolution process.
                           This reassignment shall be made without impact to the
                           problem resolution schedule.

                  3.4.2.   In the case where the technical resources needed to
                           support the problem resolution process are also
                           allocated to new product development, if these
                           resources are needed for

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                           the purpose of problem resolution then this
                           reassignment shall be made without impact to any
                           product development schedules.

         3.5.     CLOSING PROBLEM RESOLUTION REQUEST:

                  3.5.1.   After problem resolution has been communicated to HP
                           and verified by agreement of HP and the Customer, HP
                           will notify Supplier that HP is closing the Problem
                           Resolution and Request for Technical Assistance.

4.       ESCALATION.

         4.1.     REQUESTING AN ESCALATION

                  4.1.1.   If HP determines that additional attention and extra
                           resources from Supplier are needed to resolve a
                           Customer situation or to assist an HP engineer
                           on-site, HP may request an Escalation. Supplier will
                           cooperate with HP by following the Escalation
                           procedures set forth below.

                  4.1.2.   WHEN REQUESTING ESCALATION, in addition to the
                           HP-provided information required under Problem
                           Resolution in Sections 2.1.1, 2.2.1, and 3.1.2 above,
                           HP will provide:

                           1.  Caller's location.

                           2.  Any currently installed Fixes or Workarounds.

                           3.  Reason for escalation.

                           4.  Steps taken to resolve problem.

                           5.  Any Requests for Problem Resolution issued with
                               respect to the problem.

         4.2.     RESPONSE TO ESCALATIONS Supplier will continue to cooperate
                  with HP until the Escalation is resolved, or until HP and
                  Supplier mutually agree that all reasonable means of
                  resolution have been exhausted. Effective as of the date of
                  first customer shipment, Supplier will respond to an
                  Escalation from HP [*].

         4.3.     ESCALATION PROCESS HP's Technical Support Contact may contact
                  Supplier's Technical Support Contact to request Escalation. HP
                  will follow-up by e-mail with any additional information
                  available at the time. Supplier will have primary
                  responsibility to resolve the Escalation, and when mutually
                  deemed necessary, Supplier will make Supplier's [*] may be
                  established. If Problem Resolution Service Requests are
                  produced as a result of the Escalation, the procedure defined
                  above for Problem Resolution must be followed.

         4.4.     [*] EXECUTIVE SUPPORT FOR ESCALATION PROCESS

                  4.4.1.   Supplier shall make available an executive
                           representative for participation in Escalation cases.
                           The supplier's executive shall be prepared to support
                           HP in any customer discussions related to the
                           Escalation. This support shall include communication
                           to the customer of the supplier's plans and schedule
                           for resolution of the problem.

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                  4.4.2.   This support may include, [*], one or more [*] for
                           the purpose of meeting with customer technical and
                           executive personnel. [*].

         4.5.     ESCALATION RECORDS

                  4.5.1.   Supplier will keep a record of all Escalation
                           requests in the Supplier's Tracking System and update
                           their current status.

                  4.5.2.   ESCALATION RECORDS WILL INCLUDE, AT A MINIMUM, THE
                           ITEMS LISTED IN SECTION 3.3.2 ABOVE ALONG WITH THE
                           FOLLOWING INFORMATION:

                           1.  Date of initial call for Escalation.

                           2.  Names of individuals participating in the call.

                           3.  Dates of subsequent calls to HP technical
                               support.

                           4.  Steps taken to diagnose and remedy the problem.

                           5.  Any Action Plan(s) required for follow-up or
                               resolution.

                           6.  Date of final resolution.

         4.6.     THE ROLE OF TECHNICAL SUPPORT CONTACT DURING ESCALATIONS The
                  Supplier's Technical Support Contact will prepare an Action
                  Plan as quickly as possible but not to exceed [*] after
                  initial request for Escalation. This Action Plan may be
                  modified by mutual agreement of the parties.

         4.7.     MONITOR PHASE. A Monitor Phase may be implemented by HP to
                  evaluate the situation over a period of time to verify that
                  the problem has been resolved to the Customer's satisfaction.
                  The Monitor Phase starts after a resolution is provided to the
                  Customer. When the problem has been resolved to the Customer's
                  satisfaction, the Monitor Phase is terminated and the
                  Escalation is closed by HP. Both HP and Supplier will
                  coordinate monitoring activities. HP will determine the length
                  of the Monitor Phase.

                  CLOSING AN ESCALATION. When HP and the Customer agree that the
                  problem has been resolved satisfactorily or the situation no
                  longer requires Escalation, the Escalation will be closed by
                  HP at the end of the Monitor Phase. The Tracking System will
                  then be updated as necessary by Supplier to record the results
                  of the Monitor Phase, including any actions taken, results of
                  those actions, likelihood of problem reoccurrence and
                  recommended future actions.

5.       OPERATIONAL PROVISIONS

         5.1.     Delivery. Supplier will ship FRU Parts ("Spares") from, and
                  accept returns shipped to locations agreed by HP and Supplier
                  as specified on RMA. Supplier will promptly ship Spares and
                  repair materials returned from HP. Unless HP requests a later
                  date, lead-time for Spares will not exceed [*] and lead-time
                  to repair returned Spares will not exceed [*] from receipt of
                  materials. If any returned materials are damaged and not
                  repairable, Supplier will notify HP within [*] of receipt for
                  disposition such as scrap at Supplier's location or return to
                  HP.

         5.2.     Priority Delivery. If HP is experiencing a critical support
                  situation, Supplier will use its [*] efforts to ship [*].

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         5.3.     RMA Procedure. HP will request an RMA# prior to return of any
                  material to Supplier. HP will provide quantity, serial numbers
                  and the HP part numbers of materials to be returned. Supplier
                  will provide the RMA# within [*]. HP will continue with
                  prescreen process already in place and make reasonable efforts
                  to implement this process world wide. Where the prescreen
                  process is not in place HP will not have to [*] or take any
                  actions other than those expressly provided for in this
                  Support Exhibit D prior to return of product. HP will provide
                  on returned material RMA#'s on shipping cartons . Supplier
                  will promptly advise HP the quantities of in warranty and out
                  of warranty materials returned. Supplier will provide a
                  website for RMA requests.

         5.4.     Term of Availability. Supplier will provide repair Services
                  during the "Term of Availability". The Term of Availability,
                  for each Spare, is a period of time continuing for (i) a
                  minimum of [*] after the date of the last Shipment Date by
                  supplier to [*] [*] of each OEM product unit from the date the
                  product, which is the Spare supports, has an EOL date
                  announced by Supplier and (ii) (ii) which ends upon written
                  notification from Supplier. Supplier's notification,
                  discontinuing support, must provide at least [*] notice to HP
                  and identify the Spares affected. Supplier will support HP's
                  order for "last buy" quantities made during the Term of
                  Availability. Unless expressly agreed to in this Service and
                  = Support Exhibit, HP will provide [*]. Supplier is
                  responsible, based on its knowledge of the Product, to meet
                  its obligations under the Term of Availability, unless HP
                  assistance or obligation is expressly agreed to in this
                  Support Agreement.

         5.5.     Pricing. Purchase prices for Spares and repair Services are
                  identified in the Schedule of Spares as set forth in Exhibit
                  (C) (Pricing). Pricing will be negotiated to reflect changes
                  in prices Supplier charges HP for the Products that the Spares
                  support. Pricing will be reviewed with Supplier on [*]
                  intervals and may participate in pricing reviews as specified
                  in the attached Exhibit. Pricing changes are subject to mutual
                  agreement and must be documented in writing. [*] will be added
                  for out of warranty products. Supplier is responsible to pay,
                  and all prices include, [*] on in warranty products. [*].

         5.6.     Non-Repairable Spares Warranty Recovery. Supplier will provide
                  a Spare, or provide a similar Spare on a newer product that
                  meets all HP system requirement parameters, and is backward
                  and forward compatible as a replacement (actual part replaced
                  will be mutually agreed upon)

         5.7.     [*] Pricing. Supplier will maintain [*] pricing for HP as per
                  the terms and conditions agreed to in section 4, and exhibit C
                  of the agreement. At any time during the Term of Availability,
                  HP may notify Supplier that HP has received [*] [*] [*] [*]
                  [*]. If within [*] of the date of such notice Supplier does
                  not [*] to be [*] than the [*], [*].

         5.8.     Rights and Assistance to Repair. In the event of an uncured
                  breach by Supplier of this Agreement as defined in Sections
                  20.2 (3), (4), and (5) that causes a cessation in the supply
                  of Spares or repair services to HP (and such cessation is not
                  due to a force majeure event as described in Article (19)),
                  Supplier [*] Products for HP customers. [*] Supplier will
                  provide HP, within [*] of HP's request: [*] reasonable
                  assistance as HP may require. [*] materials as required to
                  effect the purposes of this section. This [*] commercially
                  available third party software and HP must purchase any such
                  third party software.

         5.9.     Quality. Supplier agrees to maintain the ability to track
                  multiple returns associated with the same product and provide
                  HP with reports as requested. Spares will be new or be
                  refurbished to the latest mandatory revision to meet all
                  applicable electrical, mechanical, firmware and cosmetic
                  specifications and engineering documentation, including the
                  replacement of damaged or missing non-functioning parts. Upon
                  request by HP, Supplier will provide information reasonably
                  needed by HP to understand quality

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                  and reliability issues such as failure analysis data,
                  reliability testing data, inspection histories, and
                  specifications as well as provide access to facilities and
                  repair processes.

         5.10.    Third Party Repair Services. HP may use a third party to
                  manage aspects of its repair processes. Upon HP's request and
                  subject to satisfactory credit approval by Supplier, Supplier
                  will provide HP's third party repair center with the same
                  support, under substantially the same business terms, it
                  provides to HP (with certain terms excluded as appropriate[*]
                  [*]). Supplier understands the repair center purchases are for
                  HP's benefit and agrees HP may work directly with Supplier to
                  take advantage of [*] rights that Supplier provides HP in this
                  Agreement including this Support Exhibit.

         5.11.    Supplier Management Program. Supplier agrees to participate in
                  HP's Supplier Management Program and meet with HP at HP's
                  offices, as requested up to [*], in order to review Supplier's
                  performance, establish performance metrics to drive continuous
                  improvements, and discuss other areas of mutual concern.

         5.12.    Spares (FRU) Return / Sellback. In accordance with section 6
                  of the agreement HP may [*] Spares purchased in the previous
                  [*] [*] to Supplier. Spares subject to this [*] [*] provision
                  will be [*] product package.

         5.13.    Survival. In the event the Agreement terminates for any reason
                  except for HP's breach which is [*] and remains uncured after
                  [*] written notice, then, this Maintenance and Support Exhibit
                  along with all referenced exhibits and articles will continue
                  as a standalone contract through the end of the Term of
                  Availability and Agreement terms, that may be applicable to
                  service and support, will be incorporated into and made a part
                  of this surviving Maintenance and Support Exhibit. Agreement
                  terms applicable to support include, without limitation: [*]
                  and general terms. In case of conflict, the original
                  Maintenance and Support Exhibit terms will take precedence
                  over the incorporated terms.

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                                   APPENDIX I

                    STRATEGIC AND TECHNICAL SUPPORT CONTACTS

INITIAL CALLS FOR BROCADE'S TECHNICAL ASSISTANCE NEED TO GO THROUGH:

PHONE:
EMAIL:

THE FOLLOWING PERSONS ARE DESIGNATED TO SERVE AS STRATEGIC SUPPORT CONTACTS:

SUPPLIER:                                                       HP:
NAME:                                               NAME: Frank Patrone
                                                    NSS Switch Engineering Group
[*]

[*]

[*]

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                                   APPENDIX II

                                 RESPONSE TIMES

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                                                                           ACKNOWLEDGE
     HP                           FIX, OR                                 PERMANENT FIX          INITIAL ACTION
CALL/PROBLEM                  PROBLEM RECEIPT;       PLAN/STATUS            WORKAROUND        OR LONG TERM ACTION
CLASSIFICATION               ENGINEER ASSIGNED         UPDATE                 TO HP           FOR A PERMANENT FIX
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                     <C>                  <C>                 <C>
ESCALATION/BCS*                     [*]                  [*]                  [*]                     [*]

                                                                                                      [*]

CRITICAL/PRIORITY 1                 [*]                  [*]                  [*]                     [*]

                                                                                                      [*]

SERIOUS/PRIORITY 2                  [*]                  [*]                  [*]                     [*]

MEDIUM/PRIORITY 3                   [*]                  [*]                  [*]                     [*]

LOW/PRIORITY 4                      [*]                  [*]                  [*]                     [*]
</TABLE>

*BCS = Business Continuity Service

CLASSIFICATION OF PROBLEM SITUATION.

ESCALATION/BCS:   Product situation requiring immediate additional action by HP
                  and SUPPLIER because the problem has not been satisfactorily
                  resolved through normal response channels This situation is
                  defined by HP and can only be declared to Supplier by HP after
                  HP standard support escalation procedure.

CRITICAL:         Emergency situation in which the Product is not usable,
                  produces incorrect results, loses information or data, or
                  fails catastrophically in response to internal errors, user
                  errors or incorrect input files.

SERIOUS:          Detrimental or serious situation in which there is a severe
                  impact on use or performance of the Product. A Serious
                  situation may occur when, for example, a Product experiences
                  one or more inoperable commands or functions that degrades its
                  usability.

MEDIUM:           Inconvenient situation in which the Product is usable but does
                  not provide a function in the most convenient or expeditious
                  manner, but use of the Product suffers little or no
                  significant impact.

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LOW:              Noticeable situation in which the use of the Product is
                  affected in some way that is correctable by a temporary
                  documentation change or Workaround to be permanently corrected
                  in the next scheduled release.

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                                   EXHIBIT (E)

                           HP EQUIPMENT LOAN AGREEMENT

THIS HP EQUIPMENT LOAN AGREEMENT ("Equipment Loan Agreement") is made [date],
(the "Effective Date") by and between Hewlett-Packard Company ("HP") and
[SUPPLIER NAME HERE] (SUPPLIER) as follows:

1.   LOAN. HP hereby loans to SUPPLIER, for the applicable Term, the HP-owned
     equipment, which may consist of hardware and software (collectively, "HP
     Equipment") described in the HP Equipment Schedule attached as Attachment
     (A). HP may, from time to time, add, upgrade, or remove HP Equipment from
     SUPPLIER's site during the Term. All HP Equipment received by SUPPLIER
     during the Term shall be described in an amended HP Equipment Schedule
     signed by SUPPLIER and appended to this Equipment Loan Agreement. SUPPLIER
     agrees, by its receipt of HP Equipment, that all HP Equipment is subject to
     the provisions of this Equipment Loan Agreement.

2.   TERM. This Equipment Loan Agreement shall be for a Term of twelve (12)
     months after the Effective Date (the "Term") of this Agreement, unless
     earlier terminated by HP or SUPPLIER upon thirty (30) days written notice
     to the other. HP may in writing extend the Term, or establish a separate
     Term with respect to particular items of HP Equipment.

3.   USE. SUPPLIER may use the HP Equipment solely for testing and developing
     OEM Products under this Agreement. SUPPLIER shall not move any HP Equipment
     from the location set forth in the HP Equipment Schedule without the prior
     written consent of HP. SUPPLIER's right to use the HP Equipment is
     non-transferable. SUPPLIER assumes all risk for the use of the HP
     Equipment.

4.   SOFTWARE. All software provided with the HP Equipment or for test and
     development of the OEM Products shall be licensed under the then current HP
     Software License Terms, the current form of which is attached as Attachment
     (B). The type of license to use for any particular software is stated in
     the HP Equipment Schedule.

5.   OWNERSHIP. HP retains all right, title, and ownership to the HP Equipment,
     unless any such HP Equipment is purchased by SUPPLIER. SUPPLIER hereby
     nominates and appoints HP as its attorney-in-fact for the sole purpose of
     executing on SUPPLIER's behalf UCC-1 financing statements (and any
     appropriate amendments thereto) under the provisions of the Uniform
     Commercial Code for the HP Equipment loaned to SUPPLIER hereunder. If
     requested by HP, SUPPLIER shall affix any label or marking supplied by HP
     evidencing HP's ownership of the HP Equipment. HP may, from time to time,
     inspect the HP Equipment. SUPPLIER shall not encumber the HP Equipment in
     any manner.

6.   WARRANTY DISCLAIMER. ALL HP EQUIPMENT IS FURNISHED "AS IS", WITHOUT
     WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING BUT
     NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
     PURPOSE. SUPPLIER understands that some newly manufactured HP Equipment may
     contain remanufactured parts equivalent to new in performance.

7.   MAINTENANCE. During the Term, SUPPLIER will maintain all HP Equipment in
     good operating order and condition. All maintenance must be provided by
     personnel authorized by HP. HP will provide standard support and
     maintenance for the HP Equipment [*] to SUPPLIER during the Term; however,
     all [*] costs and [*] due to

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     [*] shall be borne by [*]. SUPPLIER shall be responsible for providing HP
     personnel ready and safe access to the HP Equipment for such maintenance
     and support.

8.   RISK OF LOSS. SUPPLIER shall bear all risk of loss with respect to the HP
     Equipment from receipt thereof until such HP Equipment is returned to HP.
     All HP Equipment returned to HP must include the same components as
     received by SUPPLIER, and must be in good operating order and condition.
     Charges may be imposed by HP if SUPPLIER fails to return the HP Equipment
     in such condition or within the return timeframe set forth herein.

9.   SHIPPING COSTS. Unless otherwise agreed in writing by [*] shall be
     responsible for and pay all [*] and [*] charges, all [*] and [*], and all
     other [*] costs and expenses with respect to the delivery or return of any
     HP Equipment hereunder.

10.  LIMITATION OF LIABILITY. HP SHALL NOT BE LIABLE FOR ANY [*] OR [*] DAMAGES,
     WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF
     THIS EQUIPMENT LOAN AGREEMENT OR SUPPLIER'S USE OF THE HP EQUIPMENT.

11.  TERMINATION. Upon expiration or earlier termination of the Term, SUPPLIER
     shall (i) return to HP all HP Equipment within [*], or (ii) purchase the HP
     Equipment pursuant to Section 12 below. In the event that SUPPLIER fails to
     return the HP Equipment to HP upon expiration of the Term within such [*]
     period, SUPPLIER shall be deemed to have elected to purchase the HP
     Equipment, and HP will invoice SUPPLIER accordingly.

12.  PURCHASE OPTION. Upon expiration of the Term, SUPPLIER may elect to
     purchase the HP Equipment from HP under HP's then current standard terms
     and conditions, provided that such HP Equipment shall not be purchased for
     resale. Upon purchase, such HP Equipment will be provided with HP's then
     current standard warranty provisions for used equipment. The purchase price
     for HP Equipment purchased under this Section 12 will be [*]. No other [*]
     or [*] will apply. Such purchase will not qualify for any [*] or [*] under
     any other agreement which SUPPLIER may have with HP.

13.  GENERAL PROVISIONS.

     (i)    This Equipment Loan Agreement may not be assigned by SUPPLIER.

     (ii)   This Equipment Loan Agreement and any attachments constitute the
            entire agreement between the parties relating to transactions
            hereunder and will supersede any previous communication,
            representation or agreement by either party, whether oral or
            written. Any modifications or amendments must be in writing and
            signed by both parties

     (iii)  This Equipment Loan Agreement shall be governed by and construed in
            accordance with the laws of the State of California, exclusive of
            its choice-of-law provisions.

[SUPPLIER]                                   HEWLETT-PACKARD COMPANY

By:________________________________          By:________________________________

Name:______________________________          Name:______________________________

Title:_____________________________          Title:_____________________________

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

                                 ATTACHMENT (A)

                              HP EQUIPMENT SCHEDULE

EQUIPMENT LOANED TO :

<TABLE>
<CAPTION>
                        Model                   Qty   List        Total   Date
Description             Number     HP Part #          Price               Shipped       Serial Number
----------------------------------------------------------------------------------------------
<S>                     <C>        <C>          <C>   <C>         <C>     <C>           <C>
----------------------------------------------------------------------------------------------
</TABLE>

Total value for above equipment less discount: $

SOFTWARE:                                                     LICENSE TYPE:

LOCATION(S):

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[HEWLETT PACKARD LOGO]

ACKNOWLEDGED:

[SUPPLIER]                                   HEWLETT-PACKARD COMPANY

By:________________________________          By:________________________________

Print:_____________________________          Print:_____________________________

Title:_____________________________          Title:_____________________________

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<PAGE>

[HEWLETT PACKARD LOGO]

                                   EXHIBIT (F)

                        CONFIDENTIAL DISCLOSURE AGREEMENT

This page is intentionally left blank, with a copy of all current HP / Supplier
Confidential Disclosure Agreements appropriately captioned and inserted
immediately following this page.

---------------------

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

                                   EXHIBIT (G)

                        RECIPIENTS FOR RECEIPT OF NOTICES

FOR HP:                                              FOR SUPPLIER:

BUSINESS CONTACT:                                    BUSINESS CONTACT:
                                                     [Brocade contact info here]
8000 Foothills Blvd.                                 1745 Technology Drive
MS 5597                                              San Jose, CA 95110
Roseville, CA 95747                                  Telephone:
Telephone:                                           email:
email:

TECHNICAL CONTACT:                                   TECHNICAL CONTACT:
                                                     [Brocade contact info here]
8000 Foothills Blvd.                                 1745 Technology Drive
MS 5601                                              San Jose, CA 95110
Roseville, CA 95747                                  Telephone:
Telephone:                                           email:
email:

ESCALATION CONTACT:                                  ESCALATION CONTACT:
                                                     [Brocade contact info here]

--------------------

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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<PAGE>

[HEWLETT PACKARD LOGO]

                                   EXHIBIT (H)

                   HP SUPPLIER QUALITY ASSURANCE REQUIREMENTS
                            AND ADDITIONAL WARRANTIES

                         ------HEWLETT-PACKARD CO.------
          This page provides a running history of changes for a multi-page
          drawing. List all changes below, referencing page number and section
          number, if applicable. Be concise when describing changes. If
          extensive revisions have been made, a general statement that the
          document has been "revised and redrawn" is permissible.

<TABLE>
<CAPTION>
                                                                                          INITIALS
LTR.                             REVISIONS                      DATE                    OEM ENGINEER
----------------------------------------------------------------------------------------------------------
<S>                          <C>                              <C>                       <C>
 A                           Preliminary Draft                10/28/02
----------------------------------------------------------------------------------------------------------
</TABLE>

                             [HP PROPRIETARY LOGO]

         This document is the property of Hewlett-Packard Company (HP) and
         contains confidential and proprietary information of HP. Neither it,
         nor the information contained herein shall be disclosed to others, or
         duplicated, or used by other except as authorized by HP writing.

1.0 PURPOSE

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

         The purpose of this Quality/Reliability Requirements Document is to
         establish an understanding and agreement between Hewlett-Packard (HP)
         and Seller with regard to quality and reliability expectations and
         responsibilities. The terms Supplier and Seller are used
         interchangeably in this Quality/Reliability Requirements Document.

         It is HP's objective to receive Product of the highest possible quality
         and reliability with the lowest cost of ownership. The Product must
         consistently meet or exceed the requirements of this document and the
         individual specifications applicable to each Product. It is HP's
         expectation that Supplier shall strive to ship defect-free, fully
         tested Product as measured at the first operational test at HP.
         Repaired units are subject to the same Product Specifications as when
         originally shipped.

         HP's objective is to work in close cooperation with Supplier to resolve
         any quality issue, and expects the Supplier to work diligently to
         resolve any quality issue.

2.0 GENERAL

         This exhibit specifies quality and reliability requirements for Switch
         products and components and modules attached or included there in.

3.0 DEFECTIVE PRODUCT

         HP shall inform Supplier of any units or lots that fail, and provide
         Supplier with yield percentages. Defective units or lots will be
         shipped to Supplier's facility as instructed by Supplier. Supplier
         shall test and verify all failed units, and provide the data of failure
         symptoms observed or NTF (No Trouble Found), on all units returned from
         HP worldwide manufacturing sites.

3.1 REJECTION CRITERIA:
         A unit will be rejected if it violates Product Specification, or for
         any one of the following reasons:

         1.       Functional failure

               a. Integrity Test.

                  Power-on Self Test (POST) is an integrity test that is
                  performed at boot. POST determines whether each component
                  (memory, power supply, motherboard, LEDs, etc.) is present,
                  connected properly and responding to a signal sent to it.

               b. Firmware check.

                  -Correct Firmware revision (see configuration specifications
                  document for firmware revision), will be checked. -Check
                  License key installed if applicable.

         2.       Incorrect Product Revision

               a)       HP revision

               b)       Brocade Revision

         3.       Part and Product Labeling Discrepancies

               a)       Incorrect, illegible or non-permanent part number (HP
                     or BROCADE)

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         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

               b)       Exterior labels: missing, misprinted, damaged or loose
                     regulatory, dual power supply warning, product number and
                     front bezel labels.

               c)       Interior Labels: missing, misprinted, damaged or loose
                     FRU and Supplier specific labels.

         4.     Cosmetic Damage

                             a.   Exterior - front bezel, top cover and chassis
                                  scratches, nicks, marks, raw edges, and rough
                                  finishes.

                             b.   Interior - loose grommets, misalignments, wire
                                  cuts, and improper wire harness routing

         5.     Incorrect Jumper Configurations

         6.     Packaging Discrepancies

                  a)      Check for damage during shipment and determine if it
                          is carrier related

                  b)      Missing, misprinted or loose packaging labels.

                  c)      ESD protection or labels missing

                  d)      Failure to meet the HP Packaging Specifications

         7.     Mechanical dimensions not met

         8.     Broken or damaged connectors as received from the Supplier

4.0 AUDIT/INSPECTION TEST PROCESS

4.1 FIRST ARTICLE INSPECTION
         First production shipment to HP will be inspected at Brocade to verify
         that product meets all conditions listed in the Configuration
         Specification. The first article inspection will include a review of
         the following items:

                  a)      Packaging (check for damage during shipment)

                  b)      Identification (labeling of product and package)

                  c)      Content (proper components in the package)

                  d)      Configuration (correct revisions, jumper settings,
                          etc)

4.2 HP INCOMING INSPECTION AUDIT
         All new suppliers must demonstrate relevant process control through a
         quality system audit. HP shall thoroughly inspect the [*] units
         received from the Supplier. If there are any functional failures or
         cosmetic failures HP has the right to [*] immediately.

                  Incoming inspection will include a review of the following
                  items:

                  a)      Packaging (check for damage during shipment)

                  b)      Identification (labeling of product and package)

                  c)      Content (proper components in the package)

                  d)      Configuration (correct revisions, jumper settings,
                          etc)

                  e)      Operation (HP manufacturing test)

                  f)      Firmware level and license key.

         All failures (first article and incoming inspection) require a
         corrective action report completed by the Supplier Per the attached
         chart If the Supplier needs the defective unit to determine the root
         cause, the Supplier shall complete a corrective action report per the
         attached chart. The report shall contain detailed explanation of the
         root cause and corrective action(s) performed. HP shall verify the
         report during the audit.

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
          ITEM                 LOWER BOUNDARY           UPPER BOUNDARY                    COMMENTS
------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                     <C>
Reproduced Failures                 [*]                      [*]                Notify if longer than stated
------------------------------------------------------------------------------------------------------------
                                    [*]                      [*]                Notify if longer than stated
I.D. Root Cause
------------------------------------------------------------------------------------------------------------
Short Term Containment                                       [*]                Notify if longer than stated
                                    [*]
------------------------------------------------------------------------------------------------------------
Implement CLCA                      [*]                      [*]                Notify if longer than stated
------------------------------------------------------------------------------------------------------------
</TABLE>

Note: Cumulative, From receipt at Service Center

4.3 DOCK-TO-STOCK
         Product will move to Dock-To-Stock status after successful completion
         of Incoming Inspection Audit as listed in Section 3.2. Upon successful
         completion of First Article Inspection and Incoming Inspection Audit,
         subsequent shipments will not be inspected as they are received by
         HP-NSSO.

4.4 OOBA INSPECTION
         OOBA is performed after a [*] Final Inspection on the BROCADE
         manufacturing line. The focus of OOBA is to screen for failures,
         rectify any lots with problems, and implement corrective actions based
         on the observed failures.

         The In-Process Acceptance Limit has been established and specified in
         the following chart.

          The In-Process Lot Sample Inspection shall be used when determining
          the Q1 score for the TQRDC/E review.

                  DPM added as a column in Table in 5.1

         If the DPM goal is not met, Brocade will provide [*] conference calls
         until quality meets the stated goal.

         Lot Sample Inspection Criteria 1) unit packaging; 2) cosmetic issues;
         3) part and product labeling; 4) integrity test & firmware check.

5.0 QUALITY / RELIABILITY

              5.1 AFR (ANNUAL FAILURE RATE) / MTBF (MEAN TIME BETWEEN FAILURES)

         The AFR Limits are defined in the following AFR Chart. The Field
         Failure Rate (AFR) Limit shall be used when determining the Quarterly
         score for the TQRDC/E review. Limits will be reviewed periodically to
         determine appropriate rates.

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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<CAPTION>
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[HEWLETT PACKARD LOGO]

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                    HP             FIELD FAILURE
PART DESCRIPTION               PART NUMBER       RATE (AFR) LIMIT      MTBF (HRS)             DPM
<S>                            <C>               <C>                   <C>                    <C>
3800                               [*]                 [*]                [*]                 [*]
3600                               [*]                 [*]                [*]                 [*]
3200                               [*]                 [*]                [*]                 [*]
SW12000                            [*]                 [*]                [*]                 [*]
                                   [*]
Blades                             [*]                 [*]                [*]                 [*]
                                   [*]
3800 Base EL                       [*]                 [*]                [*]                 [*]
3800 Full Performance              [*]                 [*]                [*]                 [*]
3200 Base EL                       [*]                 [*]                [*]                 [*]
3200 Full Performance              [*]                 [*]                [*]                 [*]
3900                               [*]                 [*]                [*]                 [*]
-------------------------------------------------------------------------------------------------
</TABLE>

                  These numbers do not include NTFs and Handling damages.

                  [*]

5.3 [*] FAILURE CALCULATION

         AFR is calculated by dividing the number of supplier-caused field
         returns in the past month by the number of products installed in the
         field, and then multiplying the result by 12 (to annualize) and by [*].
         Only products that were shipped within the past [*] are included in the
         calculation.

5.4 PRODUCT TRACE ABILITY

         Supplier shall maintain trace ability records for all
         regulatory-controlled products listed in agency reports. Such products
         must be traceable from the source of manufacture by lot or date code,
         through the manufacturing process, and to their final destination via
         serialization. Trace ability information shall be provided to HP upon
         request.

5.5 FAILURE ANALYSIS EXPECTATIONS

         Supplier shall test and verify all unit failures returned by HP
         worldwide manufacturing organizations and HP field. The supplier shall
         promptly institute the root cause/failure analysis report and
         corrective action that may be required to prevent any further rejects
         for such cause.

         Failure analysis first evaluation shall be completed to the component
         level (Root cause) per the attached chart. of the unit at Brocade. If
         problem cannot be detected with typical diagnostic tests

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[HEWLETT PACKARD LOGO]

         and burn-in/stress testing is required, then an evaluation report will
         be sent within [*] of receipt of unit. Complete Failure Analysis report
         will be completed in [*] (average) and sent to OEM Engineering at HP.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
      Item              Lower boundary             Upper Boundary                  Comments
-------------------------------------------------------------------------------------------------------
<S>                     <C>                        <C>                   <C>
Reproduced                    [*]                       [*]              Notify if longer than stated
Failures
-------------------------------------------------------------------------------------------------------
I.D. Root Cause               [*]                       [*]              Notify if longer than stated
-------------------------------------------------------------------------------------------------------
Short Term                    [*]                       [*]              Notify if longer than stated
Containment
-------------------------------------------------------------------------------------------------------
Implement CLCA                [*]                       [*]              Notify if longer than stated
-------------------------------------------------------------------------------------------------------
</TABLE>

Note: Cumulative, From receipt at Service Center

6.0 QUALITY DATA EXPECTATIONS

         Quality data supplied by Supplier shall include, but not be limited to,
         process yield information and corresponding corrective actions
         regarding failures.

         6.1 SUPPLIER'S RESPONSIBILITY
                  Supplier shall provide the following reports to HP- OEM
                  Engineer on a monthly basis:

                  Quarterly summary of all reports contained in following
                  monthly report section.

         6.1.1 MONTHLY REPORTS

             Supplier shall provide the following reports to HP- OEM Engineers
             on a monthly basis:

                       -    Failure Analysis Status Report

                       -    [*]

                       -    [*]

                       -    [*]

                       -    [*]

                       -    [*]

                                    [*]
                                    [*]
                                    [*]
                                    [*]
                                    [*]
                                    [*]
                                    [*]

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

                  OTHER REPORTS

                      Supplier shall provide the following additional
                      information to the HP Fibre Channel OEM Engineer.

                      (i) Failure Analysis (FA) Report upon completion.

7.0 COMMUNICATION EXPECTATIONS

         7.1      PRODUCT CHANGES REQUIRING HP APPROVAL
                  The evaluation period for changes is covered in the HP/Brocade
                  Purchase Agreement. The intent is to allow HP sufficient time
                  to review the proposed change and Supplier qualification data
                  and to perform additional testing, if necessary. Supplier must
                  notify HP within as specified in the agreement of upcoming
                  changes in order to assure a smooth implementation. Changes
                  must be communicated in writing in the form of an Engineering
                  Change Request (ECR) document and sent to the OEM Engineer.
                  Changes that must be communicated in writing are:

                      (i)      Form, fit or function

                      (ii)     [*]
                                    a. [*]

                      (iii)    [*].

         7.2      PROCESS CHANGES REQUIRING HP APPROVAL
                  Supplier shall notify HP of any major changes to the
                  manufacturing process in writing 30 days prior to proposed
                  implementation. These include:

                      1.       [*]

                      2.       [*]

                      3.       [*]

                      4.       [*]

         7.3      SHIPMENT HOLD NOTIFICATION
                  Supplier shall notify HP verbally of any line-down or ship
                  hold situations that will adversely affect HP shipments or
                  HP's installed base within [*] of such situation occurring. A
                  written analysis of HP's inventory exposure and a recovery
                  plan, if applicable, shall be provided within [*] of such
                  situation occurring.

         7.4      WEEKLY PHONE CONFERENCE
                  Supplier will maintain a weekly conference call with HP to
                  address all open issues and will maintain a weekly HP-BROCADE
                  CPE Action Log .

8.0      SUPPLIER QUALITY SYSTEM

                  i)       Supplier is expected to have a quality system in
                           place [*].

                  ii)      Supplier shall control every critical point in the
                           manufacturing/test process and maintain documentation
                           as evidence of such process controls (e.g. control
                           charts).

                  iii)     Supplier shall provide details of its test process.
                           [*].

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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<PAGE>

[HEWLETT PACKARD LOGO]

                                   EXHIBIT (I)

                     HP END USER SOFTWARE LICENSE AGREEMENT

ATTENTION: USE OF THE SOFTWARE IS SUBJECT TO THE HP SOFTWARE LICENSE TERMS SET
FORTH BELOW. USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE LICENSE
TERMS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOU MAY RETURN THE SOFTWARE FOR
A FULL REFUND. IF THE SOFTWARE IS BUNDLED WITH ANOTHER PRODUCT, YOU MAY RETURN
THE ENTIRE UNUSED PRODUCT FOR A FULL REFUND.

                            HP SOFTWARE LICENSE TERMS

The following License Terms govern your use of the accompanying Software unless
you have a separate written agreement with HP.

LICENSE GRANT. HP grants you a license to Use one copy of the Software. "Use"
means storing, loading, installing, executing or displaying the Software. You
may not modify the Software or disable any licensing or control features of the
Software. If the Software is licensed for "concurrent use", you may not allow
more than the maximum number of authorized users to Use the Software
concurrently.

OWNERSHIP. The Software is owned and copyrighted by HP or its third party
suppliers. Your license confers no title or ownership and is not a sale of any
rights in the Software, its documentation or the media on which they are
recorded or printed. Third party suppliers may protect their rights in the
Software in the event of any infringement.

COPIES AND ADAPTATIONS. You may only make copies or adaptations of the Software
for archival purposes or when copying or adaptation is an essential step in the
authorized Use of the Software on a backup product, provided that copies and
adaptations are used in no other manner and provided further that Use on the
backup product is discontinued when the original or replacement product becomes
operable. You must reproduce all copyright notices in the original Software on
all copies or adaptations. You may not copy the Software onto any public or
distributed network.

NO DISASSEMBLY OR DECRYPTION. You may not disassemble or decompile the Software
without HP's prior written consent. Where you have other rights under statute,
you will provide HP with reasonably detailed information regarding any intended
disassembly or decompilation. You may not decrypt the Software unless necessary
for the legitimate use of the Software.

TRANSFER. Your license will automatically terminate upon any transfer of the
Software. Upon transfer, you must deliver the Software, including any copies and
related documentation, to the transferee. The transferee must accept these
License Terms as a condition to the transfer.

TERMINATION. HP may terminate your license upon notice for failure to comply
with any of these License Terms. Upon termination, you must immediately destroy
the Software, together with all copies, adaptations and merged portions in any
form.

EXPORT REQUIREMENTS. You may not export or re-export the Software or any copy or
adaptation in violation of any applicable laws or regulations.

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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<PAGE>

[HEWLETT PACKARD LOGO]

U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and any accompanying
documentation have been developed entirely at private expense. They are
delivered and licensed as "commercial computer software" as defined in DFARS
252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014
(Jun 1995), as a "commercial item" as defined in FAR 2.101(a), or as "Restricted
computer software" as defined in FAR 52.227-19 (Jun 1987)(or any equivalent
agency regulation or contract clause), whichever is applicable. You have only
those rights provided for such Software and any accompanying documentation by
the applicable FAR or DFARS clause or the HP standard software agreement for the
product involved.

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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</TABLE>

<PAGE>

[HEWLETT PACKARD LOGO]

                                  EXHIBIT (J-1)

                                [*] REQUIREMENTS

This Exhibit further sets forth the terms and conditions for [*] for shipping,
receiving, monitoring, and transfer of OEM Products within the designated
pre-merger HP [*] to be used under this Agreement.

1.0      [*] REQUIREMENTS - NORTH AMERICAN REGION

         1.1      [*] OPERATION. During the Term of this Agreement, HP will
                  provide the warehouse space and associated process support
                  (including warehouse functions) for the North American [*] as
                  listed in Exhibit (B).

         1.2      [*] INSURANCE COVERAGE. HP will maintain Commercial General
                  Liability Insurance (including broad form property damage) for
                  loss or property damage that may occur [*] [*] caused by HP or
                  its agents, employees, or subcontractors.

         1.3      [*] ACTIVITY. HP shall have the sole right [*] [*] [*].
                  Supplier shall have daily visibility to the [*] [*] [*] by
                  reviewing the reports contained in the [*] folder and the
                  Activity folder that will be available via the E-Room.

         1.4      FREIGHT MANAGEMENT. Terms for Supplier freight shipments to
                  the North American [*] shall be:

                  -        FOB, named port of shipment or Supplier domestic
                           dock (" Shipping Point") for ocean or surface mode,
                           or;

                  -        FCA, named port of shipment or Supplier domestic
                           dock ("Shipping Point") for air mode.

                  Product will be transferred to the HP-designated common
                  carrier at the Shipping Point. Management and payment of
                  freight will thereafter be the responsibility of HP. The
                  following diagram illustrates the key relevant points:

         1.5      TITLE AND RISK OF LOSS. Title to OEM Product hardware and
                  media ordered under this Agreement for shipment to the North
                  American [*] will pass from Supplier to HP upon [*] of such
                  unit(s). Risk of loss or damage for each OEM Product unit
                  shipped to the North American [*] will pass from Supplier to
                  HP

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         WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
         THE OMITTED PORTIONS.

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[HEWLETT PACKARD LOGO]

                  upon Supplier's delivery of the OEM Products to the common
                  carrier specified by HP, subject to the provisions of this
                  Exhibit (J) and Article (3) of this Agreement.

         1.6      WAREHOUSE PROCESS. All activity of OEM Products shipped to the
                  [*] will be regularly monitored against performance
                  expectations as set forth in a Business Fundamental Metrics
                  review and will be inspected for obvious in-transit damage and
                  verified against the Supplier's packing list for proper piece
                  count. Typical cycle time to receive goods on SAP after
                  arrival at the dock will normally range between [*] depending
                  on dock activity and truck load size. Physical receipts will
                  be systematically received on SAP the same day. All [*] [*] is
                  tracked by receipt date. All [*] HP are transacted on a [*].

         1.7      E-ROOM COSTS. HP will assume [*] costs associated with the
                  [*], excluding [*]. Costs paid by HP will include [*]. Any
                  information contained within the E-Room shall be considered
                  and treated as HP Confidential.

         1.8      SETTLEMENT DOCUMENTATION. HP [*] make reasonable efforts to
                  provide Supplier [*] [*] via the E-Room confirming [*][*].
                  Supplier must place a unique settlement reference number in
                  the body of their invoice as well as make reference to the
                  blanket PO number in the PO reference field of their invoice
                  form. Settlement documentation shall consist of the following:

                  (a) Settlement Summary Report - a weekldaily report available
                  at the opening of each Day, containing summary information for
                  the weeklydaily settlement process and the unique settlement
                  number.

                  (b) Settlement Summary Detail Report - a weekly report
                  available at the opening of each Day, containing detailed
                  transaction information for the weekldaily settlement process.

         2.0      [*] REQUIREMENTS - EUROPEAN REGION

         2.1      [*] OPERATION. After the Effective Date of this Agreement, HP
                  will provide Supplier reasonable assistance in [*] associated
                  process support (including [*] functions) for the [*] for the
                  European Region as listed in Exhibit (B) [*]. Such assistance
                  from HP is intended to [*] service provider; however, [*].

         2.2      [*] INSURANCE COVERAGE. [*] will be responsible for
                  maintaining Commercial General Liability Insurance (including
                  broad form property damage) for loss or property damage that
                  may occur to the OEM Product [*] [*] for the European Region.

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         2.3      [*] ACTIVITY. HP shall have the sole right [*] [*] [*].
                  Supplier shall have daily visibility of [*] by reviewing the
                  reports published [*]. These reports will either be e-mailed
                  to Supplier on a daily basis or placed in the E-Room on a
                  daily basis in separate appropriately labeled folders.

         2.4      INBOUND FREIGHT MANAGEMENT. Terms for Supplier freight
                  shipments to the [*] for the European Region shall be F.O.B.
                  [*] [*]. [*] shall be responsible for [*].

         2.5      OUTBOUND FREIGHT MANAGEMENT. Upon [*], OEM Products will be
                  transferred to the HP selected carrier at the [*]. Management
                  and payment of freight will thereafter be the responsibility
                  of HP. The following diagram illustrates the key relevant
                  points:

         2.6      TITLE AND RISK OF LOSS. Title to OEM Product hardware and
                  media ordered under this Agreement for shipment to the
                  European [*] will pass from Supplier to HP upon [*] of such
                  unit(s). Risk of loss or damage for each OEM Product unit
                  shipped to the European [*] will pass from Supplier to HP upon
                  Supplier's delivery of the OEM Products to the common carrier
                  specified by HP, subject to the provisions of this Exhibit (J)
                  and Article (3) of the Agreement.

         2.7      WAREHOUSE PROCESS. [*] shall ensure that the warehouse service
                  provider [*] will regularly monitor all [*] activity within
                  the [*] against performance expectations as set forth in a
                  Business Fundamental Metrics review and inspect all OEM
                  Products for obvious in-transit damage and verify against the
                  Supplier's packing list for proper piece count. Supplier will
                  also ensure that typical cycle time to receive goods on [*]
                  systems after arrival at the dock will normally range between
                  [*] depending on dock activity and truck load size and that
                  physical receipts will be systematically received on [*]
                  systems the same day. All [*] [*] shall be tracked by receipt
                  date, with all [*].

         2.8      E-ROOM COSTS. HP will assume [*] costs associated with the
                  [*], excluding [*]. Costs paid by HP will include [*]. Any
                  information contained within the E-Room shall be considered
                  and treated as HP Confidential.

         2.9      SETTLEMENT DOCUMENTATION. Supplier will invoice HP [*].
                  Supplier will invoice HP using HP's standard invoicing
                  process. The blanket PO number must be referenced on the
                  invoice.

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3.0      ASSURANCE OF SUPPLY

         3.1      SUPPLIER REQUIREMENTS. Supplier has the responsibility to
                  drive their procurement, production, and shipping functions in
                  part by utilizing the tools/data available in the E-Room and
                  report [*] to deliver quality stock to the [*] [*].

         3.2      BUSINESS FUNDAMENTAL METRICS REVIEW. Upon Supplier's request,
                  HP will make reasonable efforts to meet as necessary to
                  address with Supplier the following topics:

               (a) Finished goods and WIP inventory levels at each party's
               location(s);

               (b) Increases or decreases in the rolling Forecast;

               (c) Current Supplier lead times;

               (d) Buffer stock inventory levels;

               (e) Other related topics as mutually agreed

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                                  EXHIBIT (J-2)

                                [*] REQUIREMENTS

This Exhibit further sets forth the terms and conditions for [*] [*] for
shipping, receiving, monitoring, and transfer of OEM Products [*] designated
pre-merger [*] to be used under this Agreement.

Note: For purposes of this Attachment (A) only, all references to "Compaq" or
"Buyer" will mean the "HP" and all references to "Seller" shall mean "Supplier"
or "Brocade".

Subject to the terms and conditions of the Amendment above, this Attachment (A)
shall continue to apply as the optimized delivery and flexibility model
specifically for pre-merger CompaqHP [*] carrying OEM Products, and shall be
incorporated by reference to the Amendment.

PERIOD OF THE EXHIBIT

This Exhibit will become effective on [*] and the duration of the Exhibit will
be coterminous with the Agreement.

DEMAND PULL EXHIBIT

[*]Brocade (hereinafter "Seller") hereby agrees to provide Director Products
identified in this Optimized Delivery Model Director Demand Pull (hereinafter
"Product") pursuant to the terms and conditions identified herein. Tables 1 and
2 below define the terms and conditions under which CompaqHP and Seller will
operate. CompaqHP (hereinafter "Buyer") and Seller agree to negotiate and update
in writing the Products included in Table 1 below as needed.

Buyer utilizes [*] programs at designated [*] for its Optimized Delivery Model.
At the initial signing of this Exhibit, the two authorized [*]. Additional [*]
may be added in the future upon agreement of the Buyer and Seller.

CompaqHP Sites are those Buyer individual locations authorized by Buyer to
perform the obligations of the Agreement and purchase Products in accordance
with this Optimized Delivery Model Exhibit.

DEMAND PULL FLEXIBILITY TERMS

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Buyer will provide a forecast to Seller on a weekly basis. Such forecasts should
be used [*]. Initial Buffer quantities as well as Minimum/Maximum quantities by
Product will be established by Buyer's Sites and Seller at time of [*]
implementation and will be adjusted accordingly as required. Buyer and Seller
may hold [*] conference calls in order to monitor the pull activity, forecast
accuracy, and inventory levels.

OPTIMIZED DELIVERY MODEL - BUFFER STOCK SUPPORT

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
TABLE 1 - BUFFER STOCK        BUYER               SELLER             [*]            [*]
------------------------------------------------------------------------------------------------
    DESCRIPTION            PART NUMBER         PART NUMBER           [*]            [*]
------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                     <C>            <C>
SAN Director and        254508-B21254512-
Product Manager               B21            DS-DSGGE-AB32-
Software                 A6509-63001DS-      Port ED-6064            [*]            [*]
SW SAN CORE                 DMGGD-AA
SWITCH/64 ALL
------------------------------------------------------------------------------------------------
SW SAN SWTCH 2/8        258707-B21254514-
EL ALL                        B21            DS-DSGGD-ACEFCM         [*]            [*]
Laptop and EFCM            DS-DMGGO-AA
Software
------------------------------------------------------------------------------------------------
SW SAN SWITCH           283056-B21254515-
2/16-EL ALLLong               B21            DS-DSGGD-ADLong
Wave Port Card             DS-DMGGD-AC       Wave Port Card          [*]            [*]
------------------------------------------------------------------------------------------------
CORE SWITCH                 254516-B21
BLADE 16P ALLShort          286352-B21       DS-DSGGE-AUShort
Wave Port Card            A6510-60001DS-     Wave Port Card          [*]            [*]
                             DMGGD-AD
------------------------------------------------------------------------------------------------
SAN SWITCH 2/16 2       287055-B21254517-    DS-DSGGD-
PWR ALLCombo Card             B21            BACombo Card            [*]            [*]
                           DS-DMGGD-AE
------------------------------------------------------------------------------------------------
</TABLE>

Buffer Stock is defined as the amount of Product available in the [*] to allow
Buyer the ability to pull-in existing demand.

The Buffer Stock quantities defined in Table 1 in general should equate to [*]
of Product minimum and [*] maximum based on each Buyer's Site forecast. Buyer
reserves the right to amend these quantities at any time to correspond to
Buyer's latest production requirements. A request by Buyer or Seller to draw
down Buffer Stock shall be made in writing.

<TABLE>
<CAPTION>
---------------------------------------------------------------
TABLE 2                        [*]                 [*]
ODM BUFFER STOCK
---------------------------------------------------------------
<S>                      <C>                       <C>
Buffer Implementation        November,             [*]
                         2001 DATE OF THIS
</TABLE>

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<TABLE>
<CAPTION>
                          AGREEMENT
----------------------------------------------------------------
<S>                     <C>                   <C>
Buffer Location              [*]                   [*]
----------------------------------------------------------------
Deliverable                  [*]                   [*]
----------------------------------------------------------------
Pull Authorization /     Trader WEB Site      Trader WEB Site
Pull Confirmation
----------------------------------------------------------------
                         Buffer Stock in [*]  Buffer Stock in [*]
Compaq HP Liability     (Refer to Material    (Refer to Material
                            Liability)          Liability)
----------------------------------------------------------------
</TABLE>

MATERIAL OWNERSHIP

Seller agrees to deliver Products to the [*] as agreed to by Buyer and Seller.
Seller and Buyer agree to negotiate in good faith adding other [*] locations to
meet Buyer's distribution requirements. These Products shall remain as [*]
designated site by the Buyer. Payment terms are per the Agreement.

BUFFER REPLENISHMENT

Buyer's manufacturing sites operate [*]. Seller is expected to maintain the
Buffer Stock quantities as identified in Table 1 at each of the [*] as specified
in Table 2. Product which is pulled [*] by Buyer should be replenished by Seller
as required, based on the Compaq Site specific established Minimum/Maximum
requirements.

CALCULATING BUFFER STOCK

Once a week, each CompaqHP Site ([*] and such sites as may be agreed to by the
parties) will provide Seller with updated information regarding Buyer's forecast
manufacturing volumes for the ODM part numbers identified in Table 1 via the
Trader Web Site. Seller will respond via the Trader Web Site with their supply
response covering the forecast period and to confirm that Buffer Stock
quantities are in place at the respective [*].

The Trader Web Site forecast is a planning tool. Therefore, it is important that
the Seller and the Compaq Site buyer and/or Site Commodity Manager review the
Buffer Stock and minimum/maximum Product requirements on a weekly basis or as
frequently as required.

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Should Seller be unable to support maximum volumes, as listed on the Trader Web
Site, a Seller representative will notify the appropriate CompaqHP site
Commodity Site Buyer to review and adjust as required. Buffer stock quantities
are determined by the CompaqHP Site Buyer but are typically equal to two weeks
average inventory based on an eight week forecast.

FORECAST CONFIRMATION

By [*] central time on [*], Seller is required to provide a supply response to
the Trader Web Site forecast.

BUFFER STOCK CONFIRMATION

In addition to the confirmation, by [*], Seller is required to provide current
Buffer Stock confirmation to each of the Buyer's sites.

PROCEDURE FOR RELEASING MATERIAL

Scheduling Agreements, transmitted electronically via email and/or Blanket
Orders, shall be used by Buyer for ease of order administration by both parties.
The use of scheduling agreements and/or blanket orders across multiple pricing
periods does not preclude Buyer from paying the price in effect on the date of
each receipt. Confirmation of the Scheduling Agreements shall be returned in the
form of an email, within [*] after receipt.

Buyer may make adjustments to scheduling agreements and/or blanket order
duration, volume per line item and price(s) [*] pending notice to Seller of such
changes. Buyer reserves the right to amend scheduling agreements and/or blanket
order(s) [*] to correspond to Buyer's latest production requirements over any
specified period of time.

DELAYS IN USAGE

In the event any Product unit(s) shall remain [*] for greater than [*], then,
upon written notification from Seller to Buyer of Seller's request [*], Buyer
shall elect to either purchase such inactive units through [*]. In the event
Buyer does not confirm [*].

MATERIAL LIABILITY FOR TERMINATION

Except as otherwise agreed by the parties, material liability for Product
supplied in support of Buyer's published production plans and/or forecasts is
limited to two weeks Buffer Stock and any unique material. Seller agrees to use
commercially reasonable efforts to mitigate the liability to Buyer.

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Product (s) are unique in terms of firmware, labeling, manuals and packaging. To
mitigate Buyer's liability Seller may be able to rework these Product (s) to
Seller's standard product and make such Product available to Seller's other
customers. Buyer and Seller agree to negotiate rework and any other restocking
charges.

ADDITIONAL TERMS

Buyer and Seller agree that Buyer only has the right [*], whereas Seller
reserves the right to add (replenish) or remove (recycle) Product as Seller sees
fit, so long as other provisions of this agreement are maintained.

END OF PROGRAM LIFE

As soon as commercially reasonable, CompaqHP will notify Supplier of the
anticipated end of life for each program. Upon such notification, or
determination that the Program(s) have reached end of life, CompaqHP and
Supplier agree to jointly develop a formal detailed EOL Plan.

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                                   EXHIBIT (K)

                          HP REGIONAL TRADE GUIDELINES

SECTION 1         HP TRADE BASICS

1.1      TRADE COMPLIANCE
         Each Supplier shipping location bears [*] for ensuring its own
         import/export compliance; however, HP is responsible for setting
         baseline policies and guidelines for Supplier operations. The following
         is distributed in order to clearly convey HP's minimum trade compliance
         expectations and to provide an operations reference tool for Supplier
         locations; responsibility for developing and implementing procedures to
         comply with the following belongs solely to the Supplier .

1.2      TERMS OF SALE
         Supplier is responsible for implementing the sales term (eg. FOB, FCA,
         DDP, etc.) negotiated with HP. Supplier's responsibilities may include,
         but are not limited to, the following:

            -   Warehouse storage at point of origin

            -   Warehouse labor at point of origin

            -   Export packing

            -   Loading at point of origin

            -   Inland freight to origin port

            -   Port receiving

            -   Loading on vessel

            -   International freight/transport

            -   Customs clearance at destination port

            -   Delivery to final destination

1.3      COUNTRY OF ORIGIN
         Each Supplier site is responsible for determining the appropriate
         country of origin ("COO") for the product(s) it manufactures/assembles
         and for marking the products accordingly. Further, each site must
         ensure that shipping documentation and EDI confirmation signals
         accurately convey shipment-level COO data; Country of Origin is a
         mandatory line-item data element for all HP EDI shipping confirmation
         (eg. 856/4010) signals. Finally, each site must cooperate fully with HP
         in supplying data to facilitate HP's origin reporting requirements and
         qualification for preferential origin programs such as NAFTA, IFTA,
         FMF, EXIM and the like including, but not limited to, all requested
         origin analysis, certificates of origin, manufacturer's affidavits,
         data transmissions, and special reporting.

         Additional HP COO marking/labeling guidelines are set out in SECTION 2
         of this Exhibit.

1.4      VALUATION
         For each and every transaction where HP is to be importer of record
         into the US, the Supplier site is responsible for ensuring that
         commercial documentation accurately reflects the actual price paid or
         payable

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OMITTED PORTIONS.

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         between HP and the site. It is Supplier's responsibility to reconcile
         its financial records against commercial documentation in order to
         validate HP's use of Transaction Value for declarations to US Customs
         under Section 402(b)(1) of the Trade Agreements Act of 1979 (TAA; 19
         U.S.C. 1401a); no alternate valuation methodologies are used or
         approved for HP transactions.

         Zero dollar values are unacceptable for US Customs purposes. Where
         items are provided "free of charge," the commercial invoice must
         reflect fair market value for the products; the nomenclature "Value for
         Customs Purposes Only," may be used in these instances.

1.5      SHIPPING DOCUMENTATION
         All Supplier sites must be capable of producing accurate and complete
         shipping documentation for each shipment. Supplier is responsible for
         knowing and understanding shipping standards applied in the normal
         course of international business and for knowing and understanding
         additional HP requirements outlined in this Exhibit.

1.6      RECORDKEEPING/REPORTING
         Each Supplier site must comply with record-keeping, data-transmission,
         incident-reporting, and audit requirements set out in Section 4 of this
         Exhibit.

         SECTION 2      LABELING/ MARKING

2.1      COUNTRY OF ORIGIN
         A Product's country of origin is where the Product is wholly
         manufactured or the final location where a substantial transformation
         occurs. A Product is substantially transformed if the end product
         functions in a significantly different manner than the individual
         components. As a practical matter, Customs looks to whether the final
         assembly has a new "name, character, and use" from the component level
         parts. Further clarification regarding HP country of origin standards
         is provided in Trade Policy CP020-27.

2.2      MARKING
         Every article of foreign origin entering the United States must be
         marked with the English name of the country of origin preceded by the
         HP standard nomenclature: "PRODUCT OF." This marking must appear in a
         conspicuous, legible, indelible and permanent form on the outermost
         packaging (e.g. pallet), on the consumer packaging (box in which the
         item will arrive to the ultimate consumer), and on the Product itself.

         For the human readable portion of HP's standard label, COO must be
         indicated by the complete country name; abbreviations are unacceptable.
         For the barcode scan area, COO should be represented by the 2-digit ISO
         COUNTRY CODE; one digit codes (eg. A = US) are NO LONGER ACCEPTABLE nor
         supported by HP. Material with multiple COOs must be segregated,
         separately palletized (if applicable) and separately scanned so as to
         be represented on the commercial invoice as individual invoice line
         items with individual COOs.

         COO Product markings/labels must ALWAYS match COO indicated on the
         commercial invoice and reported to HP via the shipping confirmation
         signal. Supplier is responsible for implementing procedures

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         to ensure that labels are checked for accuracy and audited against
         shipping documentation/data transmissions.

         Further clarification regarding HP marking standards is provided in
         HP's COO Marking Policy, as well as HP's Country of Origin Encoding
         spec (EDB Drawing # 137169).

2.3.1    COO CHECKLIST

         Supplier must adhere to the following COO requirements:

         -   MUST implement processes to determine correct COO for Products.

         -   MUST ensure that COO is labeled on outermost packaging
             conspicuously, legibly, indelibly, and permanently.

         -   MUST ensure that COO is labeled on consumer packaging (box in which
             the item will arrive to the last person in the US who will receive
             it in its imported form) conspicuously, legibly, indelibly, and
             permanently.

         -   MUST ensure that COO is labeled directly on the Product
             conspicuously, legibly, indelibly, and permanently.

         -   MUST ensure that the accurate COO prints in the designated field on
             the commercial invoice.

         -   MUST ensure that COO designated for a particular Product to be
             shipped is consistent across all labels and documentation.

SECTION 3         SHIPPING DOCUMENTATION

3.1      DOCUMENTATION REQUIREMENTS

             Supplier must adhere to the following trade requirements:

         -   MUST produce accurate and complete shipping documentation for each
             and every shipment. All text must be in English; all monetary
             amounts must be represented in US dollars.

         -   MUST be able to reproduce shipping document on demand (with or
             without requested modifications and/or corrections) for a minimum
             of 60 days after shipment.

         -   MUST have internal audit procedures in place for
             verification/correction of all outbound documentation issues
             including, but not limited to, proper print alignment. Where data
             is printed more than 1/16" off assigned documentation fields, the
             documentation MUST be discarded and reprinted before shipment
             release.

3.2      COMMERCIAL INVOICE

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The following fields are required for each an every commercial invoice:

    -   SHIP TO ADDRESS            Address to which the Goods are being shipped.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   BILL TO ADDRESS            Address to which billing information will be
                                   sent.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   SHIP TO ID #               Specific ID # assigned to each Ship To
                                   address.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   BILL TO ID #               Specific ID # assigned to each Bill To
                                   address.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   SHIP ID/INVOICE NO.        Unique number assigned at the time of
                                   shipment to each outbound shipment. This
                                   number should never be repeated and should
                                   appear on the shipping label tying the
                                   freight to the commercial invoice for a given
                                   shipment.
                                   ASSIGNED BY THE SUPPLIER SITE.

    -   DATE                       Actual shipment date.
                                   ASSIGNED BY THE SUPPLIER SITE.

    -   PAGE                       Commercial invoice page number. Multi-page
                                   invoices will follow the format eg. 1/4, 2/4,
                                   etc.
                                   ASSIGNED BY THE SUPPLIER SITE.

    -   BILL OF LADING NO.         Air waybill number utilized for transport.
                                   ASSIGNED BY THE SUPPLIER SITE.

    -   SHIPPED VIA                HP-approved courier/freight forwarder
                                   handling the transport.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   FREIGHT TERMS              Party responsible for freight charges. (Eg.
                                   "Pre-paid," "collect")
                                   PROVIDED BY EDI FEED FROM HP.*

    -   TERMS OF SALE              Incoterm designating responsibilities of the
                                   parties. (Eg. EXW, FCA, DDP)
                                   PROVIDED BY EDI FEED FROM HP.*

    -   TERMS OF PAYMENT           Agreed-upon payment terms. (Eg. "Net 45
                                   days")
                                   PROVIDED BY EDI FEED FROM HP.*

    -   CUSTOMER P.O. NO.          Purchase order number assigned to the
                                   transaction
                                   PROVIDED BY EDI FEED FROM HP.*

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*        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
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    -   SALES ORDER NO.            Sales Order number under which the shipment
                                   is placed.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   LINE ITEM                  Sales Order line item fulfilled by the item
                                   shipped.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   PRODUCT NO.                HP part number assigned to the Product.
                                   PROVIDED BY EDI FEED FROM HP.

    -   DESCRIPTION                Description of the Good(s).
                                   PROVIDED BY EDI FEED FROM HP.*

    -   QUANTITY                   Number of units of the particular part
                                   shipped.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   UNIT PRICE                 Actual dollar value to be paid to the
                                   Supplier shipper for one unit of the
                                   particular part number.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   EXTENDED PRICE             Sum of quantity field multiplied by unit
                                   price.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   TOTAL VALUE                Sum of extended values for all line items.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   COUNTRY OF ORIGIN          The country in which the Goods were
                                   manufactured.
                                   DETERMINED AND APPLIED BY THE SUPPLIER SITE.

    -   LICENSE                    Export License exception determined by HP
                                   trade.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   ECCN                       Export Commodity Control # determined by HP
                                   trade.
                                   PROVIDED BY EDI FEED FROM HP.*

    -   HTS                        Harmonized tariff schedule classification
                                   determined by HP trade
                                   PROVIDED BY EDI FEED FROM HP.*

    -   DESTINATION CONTROL        Statement required to be printed on all
                                   commercial invoices per the US Export
                                   Administration Regulations.
                                   PROVIDED BY EDI FEED FROM HP.*

In accordance with controlling customs requirements, HP also requires line level
itemization of the following:

-   Desktop computers necessitate separate itemization of the CPU, mouse, and
    keyboard.

---------------------

*        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

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         -   All items shipped with "dropped-in-the-box" (uninstalled) software
             necessitate separate software itemization. Software country of
             origin is the location where programming/recording is installed on
             the media. Software value is to be indicated per the media
             (unrecorded CD, diskette, or tape) value only.

         *   All data transmitted from HP must be verified for accuracy.
         Supplier is responsible for implementing procedures demonstrating
         reasonable care in the verification of all data received from HP.

SECTION 4         Reporting/ Recordkeeping

4.1      REPORTING/DATA TRANSMISSIONS
         The following trade data elements must be printed on each commercial
         invoice and must be returned to HP via the standard electronic/EDI
         Shipping Confirmation signal:

         -   Country of Origin (line item level)

         -   HTS Classification (line item level)

         -   ECCN (line item level)

         -   License (line item level)

         -   Destination Control Statement

         These are HP-required data elements for the Shipping Confirmation
         signal. Failure to transmit these items will result in signal
         rejection.

4.2      RECORDS
         Each Supplier site must maintain a system for retention, retrieval and
         reproduction (for a period of not less than six calendar years from the
         date of each shipment) of original shipping, export, customs, import
         and other trade-related documentation ("Trade Control Records"),
         pertaining to the international transport of HP Goods. Such record
         keeping system will comport with the legal requirements of the U.S. and
         other nations including, but not limited to, requirements set out in
         Parts 762 and 772, U.S. Department of Commerce, Export Administration
         Regulations and the U.S. Customs Record-Keeping Regulations, 19 C.F.R.
         163.

         Supplier, upon receipt of written notice from HP, will collect,
         reproduce if required, and provide to HP (at Supplier's expense)
         originals and/or satisfactory copies of 100% of the Trade Control
         Records as HP may request from time to time. All HP requests for Trade
         Control Records must be fulfilled within 15 business days of HP's
         written request, or the response date required by an official
         government record production request or subpoena, whichever is the
         lesser time for response. Supplier will not destroy or render
         inaccessible any of the Trade Control Records relating to HP
         transactions, without having first obtained the express written
         permission from HP.

---------------------

*        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

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4.3     TRADE INCIDENTS
         Supplier will provide immediate notice to HP in the event of an action
         by U.S. or other national government customs/export authorities which
         relates specifically to Goods or Services provided to HP by Supplier.
         Such government communications and actions may include, but are not
         limited to, cargo detentions, cargo seizures, subpoenas, record
         production requests and search warrants. Issues, questions, or
         incidents arising pursuant to this section should be escalated to HP
         via the Supplier's designated HP representative (see TRADE website:
         http://inline.HP.com/legal/trade/ for appropriate contacts).

4.4     AUDIT
         Supplier will afford HP, and HP's duly appointed agents, reasonable
         access to Supplier's premises for trade compliance audit purposes.
         Supplier further agrees to fully cooperate with HP in this regard, to
         respond in a timely manner to HP's requests for production of Trade
         Control Records, and to comply with all remedial or corrective actions
         that HP may specify.

--------------------

*        CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

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