BROCADE / HP CONFIDENTIAL


                                                                   Exhibit 10.45


                                 AMENDMENT NO. 4
                                       TO
                             OEM PURCHASE AGREEMENT


This Amendment No. 4 (the "Amendment") to the OEM Purchase Agreement (the
"Agreement") dated April 20, 2001, by and between HEWLETT-PACKARD COMPANY, a
Delaware corporation having its principal place of business at 3000 Hanover
Street, Palo Alto, California 94304 ("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 Systems
Switzerland SarL, a corporation organized under the laws of Geneva, and having
its principal place of business at 29-31 Route de l'Aeroport, CH-1205 Geneva,
Switzerland (collectively "Supplier") is entered into by HP and Supplier
effective as of June 5, 2002 (the "Effective Date"). This Amendment is a Product
Addendum as described in Section 2.18 of the Agreement. The parties hereby agree
as follows:

Except as expressly amended herein all unmodified and remaining terms and
conditions of the Agreement shall remain in full force and effect. All
capitalized terms not defined in this Amendment shall have the meaning set forth
in the Agreement. In the event a conflict between the Agreement and this
Amendment, the terms of this Amendment shall govern.

WHEREAS, HP and Supplier wish to include the SilkWorm 12000 and related products
as additional OEM Products, and terms specific to those additional products;

NOW THEREFORE, the parties hereto agree as follows:


1. TRAINING

    1.1  Technical & Presales Training. Supplier shall provide to HP, [*] in
         Supplier's technical training course, AFS 212, on installation and
         configuration of the Silkworm 12000 during the Term of this Agreement.
         Such training shall take place at Supplier's San Jose location and in
         accordance with the published schedule for the AFS 212 training class
         on the Supplier web site at Brocade.com. In addition, Supplier shall
         provide [*] licenses for the AFS 212 class course material in exchange
         for the equipment as described below in Section 1.4. Supplier shall
         also make available to HP the FRP 212 course for break/fix training for
         [*].

         Supplier will maintain a designated training contact for HP SAN
         University personnel, and will provide technical support for, and a
         qualified Supplier training resource (including but not limited to a
         system engineer) to participate in, the [*] taught by HP utilizing the
         training provided hereunder by


* 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.


                                AMENDMENT NO. 4
                                  Page 1 of 4


                            BROCADE / HP CONFIDENTIAL



         Supplier. Such classes will be up to [*] days in length. HP will be
         responsible for reasonable travel and expenses incurred by Supplier's
         training resource. Other training (including without limitation
         Supplier's Educational Services technical training) may be provided
         upon mutually agreed terms and conditions.

    1.2  HP Training Requirement. HP shall use its commercially reasonable
         efforts to conduct, no later than [*] after the Effective Date of this
         Amendment, internal training courses on the Silkworm 12000 sufficient
         to cover no less than [*] HP personnel in order to allow HP to become
         fully familiar with the Silkworm 12000 and its market.

    1.3  It is understood between HP and Supplier that the following equipment
         has been provided to Supplier by HP as consideration for the AFS 212
         course training materials provided by Supplier to HP as identified in
         Section 1.1 above: [*].

    2.   DOCUMENTATION

    2.1  Preparation of Documentation. Supplier shall provide HP Supplier's
         standard documentation for the SilkWorm 12000 ("Documentation") [*].
         Such Documentation will include planning, installation and operation,
         and service and user guides. Supplier shall retain ownership of such
         Documentation.

    2.2  License to Documentation. 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 [*]
         for use internally by its employees, contract employees, and resellers.
         HP shall also have the right to [*] from the masters supplied to it by
         Supplier for distribution to purchasers of the HP version of the
         SilkWorm 12000. HP shall not have the right to [*] except to [*] HP
         part numbers and/or product names. HP shall provide Supplier with a
         copy of such [*] Product documentation for [*], and Supplier agrees to
         perform such [*] on the [*] of any release within [*] of receipt of
         such [*] If verification is not received by HP within [*] of Supplier's
         receipt of such [*] Product documentation, said [*] Product
         documentation will be deemed to have been verified and consented to by
         Supplier. Supplier's verification of the [*] Documentation is for
         Supplier's internal purposes only, and HP will not rely on such
         verification for any purposes. Further, HP shall have the right to
         distribute such Product documentation and software media to its
         resellers and end user customers. The Licenses granted in this Article
         2.2 shall continue during the term of this Amendment and for [*] after
         the date of last shipment by HP of the Products purchased under this
         Amendment.




*   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.



                                AMENDMENT NO. 4
                                   Page 2 of 4


                            BROCADE / HP CONFIDENTIAL



    3.   [*] DATA

         As a clarification, Section 6 of Amendment 2 to the Agreement ("HP [*]
         DATA") shall apply to all OEM Products, including the SilkWorm 12000.

    4.   ENVIRONMENTAL

         Notwithstanding the provisions of Article 16 of the Agreement, Supplier
         shall use its commercially reasonable efforts to ensure that the
         SilkWorm 12000 and its packaging will comply with HP's General
         Specifications for Environment, [*], attached hereto as Exhibit (B) and
         incorporated herein by reference, provided however that those
         provision(s) of HP's General Specifications for Environment relating to
         batteries shall not apply.

    5    [*] INVENTORY

         [*] inventory and supply model) shall not apply to any Orders for the
         SilkWorm 12000 Product pursuant to this Amendment 4 to the Agreement.

    6    EXHIBITS

         Each of the following Exhibits referred to in this Amendment is
         incorporated in full in this Amendment wherever reference to it is
         made:

         AMENDMENT 4 - EXHIBIT (A) - OEM PRODUCTS AND SPECIFICATIONS
                       (A-1) Supplier Product Specifications
                       (A-2) HP Configuration Specification Documents
                       (A-3) HP Supplier Quality System Requirements

         AMENDMENT 4 - EXHIBIT (B) HP's General Specifications for Environment,
                       [*]

         AMENDMENT 4 - EXHIBIT (C) - PRICING AND FEES




                            [SIGNATURE PAGE FOLLOWS]








*   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.



                                AMENDMENT NO. 4
                                  Page 3 of 4


                            BROCADE / HP CONFIDENTIAL



This Amendment may be executed in counterparts, each of which will be deemed an
original, but both of which together will constitute one and the same
instrument. The parties agree that facsimile signatures of the parties will be
binding.



AGREED:


BROCADE COMMUNICATIONS                    HEWLETT-PACKARD COMPANY
SYSTEMS, INC.



BY:                                       BY:
   -----------------------------------        ----------------------------------

NAME:                                     NAME:
     ---------------------------------         ---------------------------------

TITLE:                                    TITLE:
       -------------------------------          --------------------------------



BROCADE COMMUNICATIONS
SWITZERLAND, SARL.


BY:
   -----------------------------------

NAME:
     ---------------------------------

TITLE:
      --------------------------------



                                AMENDMENT NO. 4
                                  Page 4 of 4

                                                                     EXHIBIT A-1


[GRAPHIC IMAGE APPEARS HERE]


                   The Brocade SilkWorm 12000 Core Fabric
                   Switch provides a highly reliable solution
                   for deploying enterprise-class Storage Area
                   Networks (SANs).


SILKWORM SWITCH FAMILY

SILKWORM 12000


Highlights

    -  Simplifies enterprise SAN deployment by combining high port density with
       exceptional scalability, performance, reliability, and availability

    -  Delivers industry-leading port density with up to 128 ports in a single
       14U enclosure and up to 384 ports in a single rack, facilitating
       manageable SAN fabrics composed of thousands of ports

    -  Meets enterprise-level availability requirements with redundant, hot-
       pluggable components, no single points of failure within the switch, and
       non-disruptive software upgrades

    -  Supports emerging storage networking technologies with a unique
       multiprotocol architecture

    -  Provides 1 Gbit/sec and 2 Gbit/sec operation today with seamless
       extension to 10 Gbit/sec in the future

    -  Employs Brocade Inter-Switch Link (ISL) Trunking to provide a high-speed
       data path between switches

    -  Leverages Brocade Secure Fabric OS to help ensure a comprehensive
       security platform for the entire SAN fabric


HIGH-PORT-DENSITY, MULTIPROTOCOL
CORE FABRIC SWITCH


As the industry's first 2 Gbit/sec enterprise-level switch, the Brocade(R)
SilkWorm(R) 12000 Core Fabric Switch provides unprecedented levels of
availability, scalability, manageability, and security for open enterprise
storage applications. Possible configurations range from a 32-port switch to a
dual 64-port switch in a single enclosure that provides "pay-as-you-grow"
scalability.

Based on the Brocade Intelligent Fabric Services Architecture, the SilkWorm
12000 provides a reliable foundation for high-performance core-to-edge SANs that
leverage proven core backbone networking methodology. In addition, multiple
SilkWorm 12000 switches can be interconnected at the core to form enterprise SAN
fabrics capable of supporting thousands of hosts and storage devices (see Figure
1).

The SilkWorm 12000 provides higher levels of performance and availability than
director-class switches while supporting a more intelligent and scalable
networked storage model. Moreover, the SilkWorm 12000 is designed to integrate
with heterogeneous environments that include multiple operating systems such
as Windows NT, UNIX, Linux, Solaris, AIX, and others. As a result, organizations
have the flexibility to build cost-effective and easy-to-manage enterprise SAN
fabrics. These capabilities make the SilkWorm 12000 ideal for mission-critical
business continuance applications such as LAN-free backup, remote mirroring,
data replication, and high-availability clustering.


[GRAPHIC IMAGE APPEARS HERE]




SILKWORM 12000

FIGURE 1. A SilkWorm 12000 core fabric surrounded by SilkWorm edge switches
enables cost-effective, highly scalable enterprise SANs.

[GRAPHIC IMAGE APPEARS HERE]


HIGH AVAILABILITY THROUGHOUT
THE FABRIC

The core-to-edge SAN model features redundancy within the core fabric switch as
well as a high-availability network approach for the entire fabric. Combining
the proven reliability of the SilkWorm family with enterprise-level availability
features, the SilkWorm 12000 provides a SAN fabric with built-in redundancy and
no single point of failure. This infrastructure is capable of delivering overall
system availability greater than 99.999 percent--the "five nines" of
availability. Other key availability features include:

- - Fabric Shortest Path First (FSPF) traffic rerouting

- - Dual-redundant control processors

- - Redundant, hot-swappable components

- - Redundant power and cooling subsystems

- - Non-disruptive software upgrades

INDUSTRY-LEADING PERFORMANCE

The SilkWorm 12000 is designed to provide high-performance switching at the core
of large SANs. All external Fibre Channel ports can operate at 1 and 2 Gbit/sec
per port (inbound and outbound) at distances up to 10 km. In addition,
auto-sensing and speed matching of data traffic ensures interoperability between
1 and 2 Gbit/sec devices. With Brocade Extended Fabrics software and Dense Wave
Division Multiplexing (DWDM) technology, ISLs can span up to 100 km over
Metropolitan Area Networks (MANs)--extending SAN connectivity without
significantly inhibiting performance.

To provide even higher performance in the core, Brocade ISL Trunking technology
combines up to four ISLs between a pair of switches into a single, logical
high-speed trunk running at up to 8 Gbit/sec (see Figure 2).

INTELLIGENCE WITHIN THE SWITCH

To improve security and manageability, Brocade Frame Filtering intelligence is
built directly into the SilkWorm 12000 ASIC technology. This design will enable
new capabilities such as hardware-enforced zoning based on World Wide Name
(WWN), Logical Unit Number (LUN), or protocol. Organizations can also use
Brocade Advanced Performance Monitoring to improve end-to-end performance
analysis on a fabric-wide basis. This optional feature helps reduce storage
costs by enabling improved SAN performance tuning, resource optimization, and
administrator productivity.

OPEN SAN MANAGEMENT

The SilkWorm 12000 simplifies management by networking both core and edge
switches under Brocade Fabric OS, the embedded real-time operating system. In
addition to centralizing management, this design enables heterogeneous device
connectivity, automatic data routing and rerouting, self-healing capabilities,
and scalable connectivity. Moreover, the Brocade Fabric Access API enables
software vendors to develop feature-rich management applications that leverage
the distributed intelligence of Brocade SANs.

SEAMLESS UPGRADES, COST-EFFECTIVE MIGRATION, AND INVESTMENT PROTECTION

To help protect existing technology investments, the SilkWorm 12000 provides a
seamless upgrade path and backward and forward compatibility with SilkWorm
entry, midrange, and port aggregation offerings. As SAN technologies evolve, the
SilkWorm 12000 architecture is designed to integrate with emerging storage
networking protocols such as FICON, iSCSI, FC-IP, and InfiniBand. The current
design is extendable to future 10 Gbit/sec technologies with a switch module
upgrade rather than a forklift upgrade of the chassis.





A NEW LEVEL OF SAN SECURITY

The SilkWorm 12000 supports Brocade Secure Fabric OS, the most comprehensive SAN
security architecture available. Based on state-of-the-art networking security
technology, this architecture addresses a wide variety of vulnerabilities
within the SAN fabric. Advanced security features provide powerful tools for
securing SAN access and supporting mission-critical applications. In addition,
software- and hardware-enforced Brocade Zoning helps secure data by preventing
unauthorized access.

SUPERIOR RELIABILITY, AVAILABILITY, AND SERVICEABILITY

Enterprise-level SilkWorm 12000 reliability features include the following:

- - Redundant control processors provide continuous performance during failovers
  and enable non-disruptive firmware upgrades.

- - Continuous monitoring of environmental components helps reduce service costs.

- - Power-On Self-Test (POST), online/offline diagnostics,and per-port statistics
  enable administrators to monitor ports and diagnose problems without
  disrupting switch operations.

- - Error detection and fault isolation facilities automatically disable failing
  ports and restart them when the problem has been resolved.

INTELLIGENT SAN MONITORING

To simplify SAN monitoring and maintenance, the SilkWorm 12000 provides the
following functions:

- - Fabric OS enables value-added Brocade SAN fabric monitoring and management
  applications.

- - Industry-standard Management Information Base (MIB) support enables SNMP-based
  interfaces to access switch information.

- - Network administrators can manage switch configurations through a command line
  interface or Brocade WEB TOOLS.

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.


FIGURE 2. Trunking groups multiple ISLs to enable high-speed data traffic.

[GRAPHIC IMAGE APPEARS HERE]


SILKWORM 12000 CORE FABRIC SWITCH SPECIFICATIONS


SYSTEMS ARCHITECTURE

FIBRE CHANNEL PORTS        128 ports, universal (E, F, and FL);
                           up to eight 16-port Fibre Channel modules

CONTROL PROCESSOR          Redundant (active/standby) control
                           processor modules

SCALABILITY                Full fabric architecture: 239 switches maximum

PERFORMANCE                1.063 Gbit/sec line speed, full duplex; 2.125
                           Gbit/sec line speed, full duplex; auto-sensing of 1
                           Gbit/sec and 2 Gbit/sec port speeds; optionally
                           programmable to fixed port speed; speed matching
                           between 1 Gbit/sec and 2 Gbit/sec ports

ISL TRUNKING               Up to four 2.125 Gbit/sec ports per ISL trunk; up
                           to 8.5 Gbit/sec per ISL trunk

AGGREGATE BANDWIDTH        512 Gbit/sec end-to-end

SWITCH LATENCY             <2.1 (mu)sec any port to any port at 2 Gbit/sec,
                           cut-through routing

MAXIMUM FRAME SIZE         2112-byte payload

FRAME BUFFERS             108 per 4-port group, dynamically allocated

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 supporting unicast, multicast
                          (255 groups), and broadcast

MEDIA TYPES               Hot-pluggable, industry-standard Small Form-Factor
                          Pluggable (SFP), LC connector; Short-Wavelength
                          Laser (SWL), up to 500 m (1,640 ft); Long-
                          Wavelength Laser (LWL), up to 10 km (6.2 mi);
                          distance depends on fiber optic cable and
                          port speed

FABRIC SERVICES           Simple Name Server; Registered State Change
                          Notification (RSCN); Alias Server (multicast);
                          Brocade Advanced Zoning; WEB TOOLS;
                          Fabric Watch; Extended Fabrics; Remote Switch;
                          ISL Trunking; Advanced Performance Monitoring




SILKWORM 12000

HIGH AVAILABILITY

CONTROL PROCESSOR       Redundant (active/standby) control processor
                        modules; automatic failover; non-disruptive software
                        upgrades; dual-flash memory on each control processor to
                        store two software images

MODULES                 Hot-swappable

BACKPLANE               Fully passive

INPUT POWER             Dual AC inputs

CHASSIS POWER           Four AC-DC power supply modules, 2N redundant

COOLING                 Three blower assembly modules (two
                        operational required)


MANAGEMENT

MANAGEMENT              Telnet; SNMP (FE MIB, FC Management MIB); WEB TOOLS;
                        Fabric Watch; Fabric Access layer

MANAGEMENT ACCESS       10/100 Ethernet (RJ-45), in-band over Fibre Channel
                        (requires fabric); two serial ports (DB-9) per control
                        processor module

DIAGNOSTICS             POST and embedded online/offline diagnostics


MECHANICAL SPECIFICATIONS

MOUNTING                Rack mountable in a standard 19 in. EIA rack;
                        Telco-style mid-mounting available

PORTS PER RACK          Up to 384 ports per 42U rack

ENCLOSURE               Rear panel-to-door airflow

SIZE                    43.74 cm (17.22 in.) width
                        61.24 cm (24.11 in., 14U) height
                        70.90 cm (27.90 in.) depth without door
                        74.20 cm (29.20 in.) depth with door

WEIGHT                  98 to 113 kg (215 to 250 lb)


ENVIRONMENT

TEMPERATURE             Operating: 0(degree)C to 40(degree)C

HUMIDITY                Operating: 20% to 85% non-condensing at 40(degree)C

ALTITUDE                0 to 3 km

SHOCK                   20 g, 6 ms, half sine

VIBRATION               Operating: 0.5 g p-p, 5 to 500 Hz;
                        Non-operating: 2.0 g, 5 to 500 Hz

HEAT DISSIPATION        1960 Watts (6700 BTU/hour) fully loaded


POWER

SUPPORTED POWER RANGE   Nominal: 200 to 240 VAC, single phase
                        Operational: 180 to 264 VAC auto-sensing
                        Maximum 2300 Volt-Amps
                        Maximum 12 Amps

IN-RUSH CURRENT         40A maximum, < 1/4 AC cycle, per AC input

FREQUENCY               47 to 63 Hz

FIBRE CHANNEL STANDARDS

STANDARD                REVISION

FC-AL                   ANSI X3.272: 1996
FC-AL-2                 NCITS 332: 1999
FC-FLA                  NCITS TR-20: 1998
FC-GS-3                 NCITS 348: 2000
FC-FG                   ANSI X3.289: 1996
FC-PH                   ANSI X3.230: 1994
FC-PH-2                 ANSI X3.297: 1997
FC-PH-3                 ANSI X3.303: 1998
FC-PLDA                 NCITS TR-19: 1998
FC-SW-2                 Rev 5.3
FC-VI                   Rev 1.61
IPFC                    RFC 2625
FCP                     ANSI X3.269: 1996
FCP-2                   Rev 7
SCSI Enclosure Services Rev 8b
FC-SB-2                 Rev 2.1
FC-BB                   Rev 4.7
FC-FS                   Rev 1.7


REGULATORY COMPLIANCE

                         SAFETY               EMC

Canada                  CSA 60950        ICES-003 Class A
United States           UL 60950         FCC Part 15 Class A
Japan                   IEC60950         VCCI Class A
European Community      EN60950          EN55022 Level A
                        TUV, NEMKO       EN55024
Australia/New Zealand                    AS/NZS 3548
International           IEC 60950        CISPR 22


[GRAPHIC IMAGE APPEARS HERE]


CORPORATE HEADQUARTERS
1745 Technology Drive
San Jose, CA 95110
T:(408) 487-8000
F:(408) 487-8101
info@brocade.com

EUROPEAN HEADQUARTERS
29, route de l'Aeroport
Case Postale 105
Geneva 15, Switzerland 1215
T:+41 22 799 56 40
F:+41 22 799 56 41
europe-info@brocade.com

ASIA PACIFIC HEADQUARTERS
Brocade Communications Systems, Inc.
The Imperial Tower 15th Fl.
1-1-1 Uchisaiwaicho
Chiyoda-ku, Tokyo 100-0011, Japan
T:+81 33507 5802
F:+81 33507 5900
apac-info@brocade.com


(C)2002 Brocade Communications Systems, Inc. All Rights Reserved.03/02
GA-DS-103-03

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.


                                                                     EXHIBIT A-2


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                          CONFIGURATION SPECIFICATION


                          HP STORAGEWORKS CORE SWITCH
                                      2/64





                          [GRAPHIC IMAGE APPEARS HERE]







 Date: 6/6/2002        Configuration Specification        Page 1 of 1
     [*]                         Revision E14                 [*]




* 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.



[GRAPHIC IMAGE APPEARS HERE]


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







 Date: 6/6/2002        Configuration Specification        Page 2 of 2
 [*]                          Revision E14                [*]




* 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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                            DOCUMENT REVISION HISTORY




REVISION #    DATE        DESCRIPTION
- ----------    ----------  ------------------------------------------------------
                    
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
E14           6/6/2002    Samples only added on page 11 and 15









 Date: 6/6/2002        Configuration Specification        Page 3 of 3
 [*]                          Revision E14                 [*]









* 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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                                TABLE OF CONTENTS



                                                            
DOCUMENT REVISION HISTORY                                      3

1.     SCOPE OF DOCUMENT                                       5

2.     HP'S GENERAL REQUIREMENTS                               5
   2.1     Bar Code Requirements                               5
   2.2     Power Cords                                         5

3.0    PURCHASED PARTS                                         6

4.0    SWITCH                                                  7
   4.1     Switch Configuration                                7
   4.2     Switch: Configuration Parameters                    7
   4.3     Switch: Licenses                                    8
   4.4     Switch: Accessory Kit                               8
   4.5     Switch: Rack Mount Kit     [*]                     10
   4.6     Switch: Labels                                     11
   4.7     Label Locations                                    13
   4.8     Label:  Accessory Kit                              13
   4.9     Label: Rack Mount Kit                              13
   4.10    Label: Agency                                      14
   4.11    Switch: FRUs                                       14
   4.12    Switch: Packaging                                  14
   4.13    Switch: Documentation CD-ROM Artwork               16

5.0   PORT CARD                                               17
   5.1     Port Card: Serial Label                            17
   5.2     Port Card Packaging:                               17
   5.3     Port Card Shipping Labeling:                       17

6.0     POLISH ENTERPRISE SAFETY & REG INFO    [*]            18

7.0                [*]       CLAMP                            22








 Date: 6/6/2002        Configuration Specification        Page 4 of 4
      [*]                     Revision E14                        [*]


* 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.




[GRAPHIC IMAGE APPEARS HERE]


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
     -   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 [*] 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 [*] inches of "Quiet Zone".
     -   The bar code height shall be [*]  inches (minimum).


2.2   POWER CORDS
Accessory kit includes a total of [*]  power cords ( [*]  and      [*]
         power, see CSD for part numbers).

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      [*]       , part number   [*]







 Date: 6/6/2002        Configuration Specification        Page 5 of 5
      [*]                     Revision E14                      [*]

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[GRAPHIC IMAGE APPEARS HERE]


   3.0   PURCHASED PARTS



HP PART
NUMBER /
COMPAQ PART        BROCADE PART
NUMBER             NUMBER             DESCRIPTION        CONTENTS                                                 CONTENT
- ------------       -------------      -----------        ------------------------------------------------         -----------
                                                                                                      
[*]                [*]                [*]                [*]                                                      [*]





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4.0    SWITCH

 MODEL NUMBER: [*]

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

4.1    SWITCH CONFIGURATION




ITEM                            DESCRIPTION (6/1)                                    7/26
- ----------------------          ------------------------------------------------     ----
                                                                               
Chassis Color                   [*]
Chassis Door (metal)            [*]
Chassis Door (plastic)          [*]
Chassis Door 2" Badge           [*]
WWN bezel (plastic)             [*]
WWN Mylar label                 [*]
WWN 1" Badge                    [*]
Cable Management Tray           [*]
 Agency Certification           [*]
Cable Pillars                   [*]
Firmware                        [*]
IP Address default              [*]
Subnetmask                      [*]
Power Supplies                  [*]
Blowers                         [*]



4.2    SWITCH: CONFIGURATION PARAMETERS


                   
CLI Timeout           [*]
[Configuration]       [*]




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4.3    SWITCH: LICENSES




 LICENSES       SHIPPING STATUS           HP PN            CPQ PN (SS, SN *)     BROCADE PN
- ----------     -----------------         --------         ------------------    -------------
                                                                    
FabricOS       [*]
4.0

Adv.           [*]                                                              [*]
Webtools

Adv.           [*]                                                              [*]
Zoning

Fabric         [*]                                        [*]                   [*]
Watch

Adv. Perf.     [*]                                        [*]                   [*]
Monitoring

LUN            [*]                                        [*]
Zoning (**)

Qkloop         [*]                                        [*]
Fabric
Assist
(**)

Secure         [*]                                        [*]
Fabric O/S
(**)

ISL            [*]                       [*]              [*]                   [*]
Trunking


Extended       [*]                       [*]              [*]                   [*]
Fabrics


Remote         [*]                       [*]              [*]                   [*]
Switch


Repair keys    [*]                       [*]              [*]                   [*]


   (*)  [*]

   (**) [*] POST FRS


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4.4    SWITCH: ACCESSORY KIT

                    HPPN: [*]           BROCADE PN:  TBD



 HP PART
  NUMBER        CPQ PN     BROCADE PN        DESCRIPTION (HPPN)                                      QTY
- -----------     ------     ----------        --------------------                                    ---
                                                                                         

[*]                        [*]               [*]                                                     [*]







</Table>


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  PORTIONS.




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4.5    SWITCH: RACK MOUNT KIT           [*]



DESCRIPTION                                                    QTY

                                                            

[*]




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 4.6   SWITCH: LABELS



LABELS
                          
    Brocade Std              [*]
Product
(Placement:
Front Inside Left
- - SFP side)

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

Compaq                       [*]
product label
(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  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 [*])

HP Part Number
      Label                  HP Part Number: [*]
                             [*]
   (Placement:
Back of  unit)               [*]

                             5x5 part number in human readable and 3x9 bar code.








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[*]


4.7    LABEL LOCATIONS


[*]



4.8    LABEL:         [*]

                      Description: [*]
                      HP Part Number: [*]
                      [*]


4.9    LABEL:         [*]

                      Description:    [*]
                      HP Part Number: [*]
                      [*]







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[GRAPHIC IMAGE APPEARS HERE]


4.10   LABEL:        AGENCY

[GRAPHIC IMAGE APPEARS HERE]


4.11   SWITCH:       FRUS



HP DESCRIPTION           BROCADE PART          HP REPLACEMENT         HP EXCHANGE         COMPAQ DESCRIPTION
                           NUMBERS               PART NUMBER          PART NUMBER
- --------------         ---------------         --------------        -------------       ---------------------
                                                                             
Port Card              [*]                                            [*]                 [*]
Power Supply           [*]                     [*]                                        [*]
Blower                 [*]                     [*]                                        [*]
Assembly
Rear WWN               [*]                     [*]
Assembly
CP Card                [*]                                            [*]                 [*]
                                                                                          [*]



4.12  SWITCH:        PACKAGING

Brocade Standard Packaging for the switch

HP SHIPPING LABEL







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  PORTIONS.



[*]




                          [*]
                      Sample only





COMPAQ SHIPPING LABEL




                          [*]
                      Sample only





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)







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  OMITTED PORTIONS.



[*]


4.13  SWITCH:     DOCUMENTATION CD-ROM ARTWORK

CD-ROM is included in the accessory kit.




          [GRAPHIC IMAGE APPEARS HERE]











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[GRAPHIC IMAGE APPEARS HERE]


5.0    PORT CARD


5.1    PORT CARD:  SERIAL LABEL

Port Card HP Serial
Number                     HP Serial Number:[*]
                           [GRAPHIC IMAGE APPEARS HERE]



                           [*]


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


5.3    PORT CARD PACKAGING:

[*] 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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6.0  [*]





                          [GRAPHIC IMAGE APPEARS HERE]











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                          [GRAPHIC IMAGE APPEARS HERE]











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                          [GRAPHIC IMAGE APPEARS HERE]











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                          [GRAPHIC IMAGE APPEARS HERE]











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7.0            [*]          CLAMP




              [*]







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            [*]


8.0    INSTALLATION SHEET SHIPPED WITH PORT CARD




[GRAPHIC IMAGE APPEARS HERE]











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                          [GRAPHIC IMAGE APPEARS HERE]











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    TO THE OMITTED PORTIONS.


                                  EXHIBIT (A-3)

                     HP SUPPLIER QUALITY SYSTEM REQUIREMENTS


   Note: The parties intend to amend this Exhibit (A-3) to include the
   applicable HP Supplier Quality System Requirements for the 12000 Silkworm
   switch OEM product as soon as such information is made available.

                        ------ 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.

- --------------------------------------------------------------------------------
                                                                  INITIALS
 LTR.                REVISIONS             DATE                 OEM ENGINEER
- --------------------------------------------------------------------------------
  A     Initial Release                   6/05/02                   [*]











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

                          [GRAPHIC IMAGE APPEARS HERE]
                                 HP PROPRIETARY

    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.



*   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.





                              ** HP Confidential **

- -------------------------------------------------------------------------------
ASSEMBLY #: N/A                       HP P/N:  [*]
- -------------------------------------------------------------------------------
DATE: JUNE 5, 2002                    DESCRIPTION:
                                      12000 SILKWORM SWITCH
                                      SUPPLIER QUALITY/RELIABILITY REQUIREMENTS
                                      DOCUMENT: QUALITY PLAN
- -------------------------------------------------------------------------------
BY[*]
- -------------------------------------------------------------------------------
                                      [*]
- -------------------------------------------------------------------------------



                              BROCADE 12000 SWITCH
                          SUPPLIER QUALITY/RELIABILITY
                              REQUIREMENTS DOCUMENT



      Model Numbers:
      A6509A -  128 Port Switch

      Supplier:  Brocade

 ----------------------------------------------------------------------------
                                   DOCUMENT REVISION HISTORY
    REVISION #       DATE                      DESCRIPTION
 ----------------- --------- ------------------------------------------------
        00         5/05/02   - Initial Release
 ----------------- --------- ------------------------------------------------

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

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

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

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


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*   CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
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    OMITTED PORTIONS.



                              ** HP Confidential **


TABLE  OF  CONTENTS



                                                                          
1.  PURPOSE................................................................. 4


2.  DEFECTIVE PRODUCT:...................................................... 4

  2.1.  [*]:................................................................ 4

3.  [*] TEST PROCESS........................................................ 5

  3.1.  [*] [*]............................................................. 5
  3.2.  HP INCOMING [*]..................................................... 5
  3.3.  DOCK-TO-STOCK....................................................... 5
  3.4.  OOBA INSPECTION..................................................... 6

4.  FIELD QUALITY / RELIABILITY............................................. 6

  4.1.  AFR (ANNUAL FAILURE RATE)........................................... 6

5.  FAILURE ANALYSIS EXPECTATIONS........................................... 6


6.  QUALITY DATA EXPECTATIONS............................................... 7

  6.1.  HP'S RESPONSIBILITY................................................. 7
  6.2.  SUPPLIER'S RESPONSIBILITY........................................... 7
    [*]Y REPORTS............................................................ 7
    OTHER REPORTS........................................................... 8

7.  COMMUNICATION EXPECTATIONS.............................................. 8

  7.1       PRODUCT CHANGES REQUIRING HP APPROVAL........................... 8
  7.2       PROCESS CHANGES REQUIRING HP APPROVAL........................... 8
  7.3       SHIPMENT HOLD NOTIFICATION...................................... 9
  7.[*]..................................................................... 9

8.0   SUPPLIER QUALITY SYSTEM............................................... 9




*   CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
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                              ** HP Confidential **


1.      PURPOSE

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.      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.


        [*]



*   CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
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                              ** HP Confidential **

                                      [*]


3.      [*] [*]

        3.1. [*] [*]

        First production shipment to HP will be [*] to verify that product meets
        all conditions listed in the Configuration Specification. The [*]
        inspection will include a review of the following items:      [*]

        3.2. HP INCOMING [*] [*]

        All new suppliers must demonstrate relevant process control through a
        quality system [*]. HP shall thoroughly [*] the [*] customer [*] unit
        received from the Supplier. If there are any functional failures or
        cosmetic failures HP has the right to [*] the Supplier's [*]

        [*]

        All failures require a [*] report completed by the Supplier within [*]
        after notification. If the Supplier needs the defective unit to
        determine the root cause, the Supplier shall complete a [*] report
        within [*] after receipt of the defective unit(s). The report shall
        contain detailed explanation of the root cause and [*](s) performed. HP
        shall verify the report during the [*]

        3.3. DOCK-TO-STOCK

        Product will move to Dock-To-Stock status after successful completion of
        Incoming [*] as listed in Section 3.2. Upon successful completion of [*]
        and [*], subsequent shipments will not be inspected as they are received
        by HP-NSSO.



*   CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
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                              ** HP Confidential **


        3.4. OOBA INSPECTION

        OOBA is performed after a [*] on the BROCADE manufacturing line. The
        focus of OOBA is to screen for failures, rectify any lots with problems,
        and implement [*] 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
            PART DESCRIPTION       PART NUMBER          UPPER LIMIT

                 [*]                   [*]                  [*]


        If the DPM goal is not met, Brocade will provide process yield data and
        [*] (and/or contract supplier process if necessary) and hold [*] until
        quality meets the stated goal.



[*]


4.      FIELD QUALITY / RELIABILITY

        4.1. AFR (ANNUAL FAILURE RATE)


        The AFR Limits are defined in the following AFR Chart. The Field Failure
        Rate (AFR) Limit shall be used when determining the Q2 score for the
        TQRDC/E review.


          PART DESCRIPTION            HP PART NUMBER      FIELD FAILURE RATE
                                                             (AFR) LIMIT

                [*]                         [*]                   [*]


        These numbers do not include [*] and [*].

5.      FAILURE ANALYSIS EXPECTATIONS

        Supplier shall test and verify all unit failures returned by HP
        worldwide manufacturing organizations, HP field or found in Brocade's
        manufacturing line. The supplier shall promptly institute the [*]eport
        and [*] that may be required to prevent any further rejects for such
        cause.



*   CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
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                              ** HP Confidential **



ITEM                        LOWER BOUNDARY       UPPER BOUNDARY          COMMENTS
- ----                        --------------       --------------          --------
                                           
Reproduce Failures          1 day                1-4 days                Will notify Customer if longer than stated time
I.D. Root Cause             5 days               5-30 days               Will notify Customer if longer than stated time
Short Term Containment      1 day                1-10 days               Will notify Customer if longer than stated time
Implement CLCA              10 days              10+days                 Will notify Customer if longer than stated time


NOTE:-  TAT is cummulative, from receipt of unit at repair center


6.      QUALITY DATA EXPECTATIONS

Quality data supplied by Supplier shall include, but not be limited to, process
yield information and corresponding [*] regarding failures.

        6.1. HP'S RESPONSIBILITY

        HP shall inform Supplier of In-Process failures that occur at [*] on a
        [*]y basis.

        6.2. SUPPLIER'S RESPONSIBILITY

        [*] REPORTS
        Supplier shall provide the following reports to HP-NSSO's OEM
        Engineer on a [*] basis:
        -  [*] summary of all reports contained in following [*] report section.




*   CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
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                              ** HP Confidential **


               [*] REPORTS
               Supplier shall provide the following reports to HP-NSSO's Mass
               Storage OEM Engineers on a [*] basis:

               - [*]

               The following is available upon request with reasonable advance
               notice: History Matrix/ECO log with the following information for
               example:
                      Brocade ECO#
                      Implementation Date
                      Serial Number Range
                      Part Number Revision
                      Firmware Revision
                      Hardware Revision
                      Description of change


               OTHER REPORTS
               Supplier shall provide the following additional information to
               the HP Fibre Channel OEM Engineer.
               - Failure Analysis (FA) Report upon completion.

7.      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 [*] 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:
              1.  Form, fit or function
              2.  Significant changes in sources of supply
                  -Power supply, printed circuit assemblies (PCA's), fan
                  assembly, wire harnesses, and chassis
              3.  Significant changes in code or hardware with potential impact
                  on data interface including maintenance updates.


        7.2 PROCESS CHANGES REQUIRING HP APPROVAL

        Supplier shall notify HP of any major changes to the manufacturing
        process in writing [*] prior to proposed implementation. These include:
               1. Change in manufacturing facility for Product of major
                  sub-components.
               2. Change in test times or sample sizes.
               3. Addition/deletion of tests, inspections, and/or screens
               4. Addition or deletion of automated process steps



*   CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
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    OMITTED PORTIONS.



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                              ** HP Confidential **

        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 [*]

        Supplier will maintain a [*] with HP to address all open issues and will
        maintain a [*]
        [*]

8.0     SUPPLIER QUALITY SYSTEM

        A.      Supplier is expected to have a quality system in place that
                meets the requirements of ISO 9000 as a minimum.

        B.      Supplier shall control every critical point in the
                manufacturing/test process and maintain documentation as
                evidence of such process controls (e.g. control charts).

        C.      Supplier shall provide details of its test process. The Supplier
                shall notify HP of any major changes to the test process.



*   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.



Printed: 03/26/02                  12000 SWITCH                  Page:  9  of  9
- ------------------   SUPPLIER QUALITY/RELIABILITY REQUIREMENTS   ---------------
Drawing Number:                      DOCUMENT                    Filename:
TBD.                                                               Rubiconqp.doc

                                                                       EXHIBIT B


                                                   SPECIFICATION CONTROL DRAWING

1.      GENERAL

1.1     This specification provides Hewlett-Packard Company's (HP's) general
        requirements for either restricting or prohibiting certain chemical
        compounds as constituents of parts, components, materials and products
        purchased by HP worldwide, or prohibiting the use of certain compounds
        in the manufacture of parts, components materials and products purchased
        by HP worldwide.

1.2     This specification also provides HP's general requirements for recycling
        and disposal-marking and labeling of HP purchased parts, components,
        materials and products; in particular, for batteries.

1.3     This specification is not intended to be a listing of all product
        content limitations or restrictions that may be established as a matter
        of law. Seller's compliance with this specification does not relieve or
        diminish Seller's obligation to comply with all applicable laws.

1.4     This specification is in addition to, and does not in any way limit or
        supersede, any other product specifications that may be established by
        HP.

1.5     This specification contains the following sections:

1.5.1   General

1.5.2   Purpose

1.5.3   General Product Content Restrictions

1.5.4   Battery Content Restrictions

1.5.5   Packaging Materials Content Restrictions

1.5.6   Product Labeling and Marking Requirements

1.5.7   New Chemical Registration Requirements

1.5.8   Tables

1.5.8.1 Ozone Depleting Substances Prohibited From Product Manufacturing Process

1.5.8.2 Ozone Depleting Substances Prohibited From Products

1.5.8.3 Polybrominated Biphenyl/Polybrominated Biphenyl Ether/Polybrominated
        Diphenyl Oxide (PBB/PBDE/PBDO) Flame Retardants Prohibited from Products

1.5.8.4 Labeling Requirements for Batteries, and Products and Packaging
        Containing Batteries

- --------------------------------------------------------------------------------
Date: 09/29/99                           GENERAL          Page 1 of 8
Changes since previous issue        SPECIFICATION FOR     DWG. [*]
noted by approval: [*]                 ENVIRONMENT        Rev. D
- --------------------------------------------------------------------------------





 *  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.





                                                   SPECIFICATION CONTROL DRAWING

2.      PURPOSE

                The purpose of this specification is to present HP's general
        product content requirements for HP purchased parts, components,
        materials and products that HP sells or that are incorporated into the
        products HP sells.

3.      GENERAL PRODUCT CONTENT RESTRICTIONS

        The content restrictions specified in this Section apply to the
        specified compound as a constituent of all parts, components, materials
        or products purchased by HP. For additional product content restrictions
        applicable to batteries only, see Section 4. For additional product
        content restrictions applicable to packaging materials only, see Section
        5.

3.1     Asbestos Restrictions

        Asbestos must not be present in parts, components, materials or
        products.

3.2     Cadmium Restrictions

3.2.1   Cadmium must not be used as a stabilizer, coloring agent or as a surface
        coating treatment.

3.2.2   The total concentration of cadmium in parts, components, materials or
        products must not exceed 50 parts per million (50 PPM) by weight (50
        mg/kg). This cadmium restriction does not apply to batteries.

3.2.3   Lead Restrictions in Paints

        Lead carbonates and sulfates must not be used in any paint applied to
        parts, components, or products.

3.2.4   Mercury Restrictions

        Mercury must not be contained in any part, material, component or
        product, including but not limited to switches, relays or electrical
        contacts. This mercury restriction does not apply to lamps with less
        than 10 mg of mercury.

3.3     Ozone Depleting Substances (ODS) Restrictions

3.3.1   ODS Use in Product Manufacturing Process.

        The ODS substances listed in Table 8.1 must not be used in the
        manufacturing process of any parts, components, materials or products.

3.3.1   ODS in Products Parts, Components, Materials and Products

        The ODS substances listed in Table 8.2 must not be contained in any
        parts, components, materials or products.


- --------------------------------------------------------------------------------
Date: 09/29/99                           GENERAL          Page 2 of 8
Changes since previous issue        SPECIFICATION FOR     DWG. [*]
noted by approval: [*]                 ENVIRONMENT        Rev. D
- --------------------------------------------------------------------------------

* 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.



                                                   SPECIFICATION CONTROL DRAWING


3.4     Polybrominated Biphenyls (PBBs) and Polybrominated Biphenyl Ethers
        (PBBEs)/ Polybrominated Biphenyl Oxides (PBBOs) Restrictions

        Plastic parts, components, materials and products must not contain
        polybrominated biphenyls or polybrominated biphenyl ethers, also known
        as polybrominated biphenyl oxides, flame retardants. Specific PPBs and
        PBBEs, include but are not limited to, those listed in Table 8.3.

3.5     Polychlorinated Biphenyl (PCB) and Polychlorinated Terphenyls (PCT)
        Restrictions

        Polychlorinated biphenyls (PCB) and polychlorinated terphenyls (PCT)
        must not be present in parts, components, materials, or products.

4.      BATTERY CONTENT RESTRICTIONS

        The content restrictions specified in this Section apply to all
        batteries purchased by HP, and to all batteries contained in any parts,
        components or products purchased by Hewlett-Packard.

4.1     Mercury Restrictions

4.1.1   Batteries must not contain mercury exceeding 5 part per million (5 PPM)
        by weight (5 mg/kg).

4.1.2   Products, parts and components must not contain mercuric oxide
        batteries.

4.2     Cadmium Restrictions

        The total cadmium content of alkaline-manganese batteries must not
        exceed 10 parts per million (10 PPM) by weight (10 mg/kg).

5.      PACKAGING MATERIALS CONTENT RESTRICTIONS

        The content restrictions specified in this section apply to all
        packaging materials purchased by HP and used to package HP products that
        are incorporated in the products HP sells.

5.1     ODS Restrictions in Packaging Materials

        CFCs and HCFCs listed in Tables 8.1 and 8.2 must not be used in plastic
        foam packaging materials, for example, as foaming agents.

5.2     Heavy Metals Restrictions in Packaging Materials.

        Packaging materials must not contain any amount of lead, mercury,
        cadmium, or hexavalent chromium as an intentionally added element. The
        sum concentration of incidental lead, mercury, cadmium, and hexavalent
        chromium must not exceed 100 parts per million, 100 PPM, by weight (100
        mg/kg).


- --------------------------------------------------------------------------------
Date: 09/29/99                           GENERAL          Page 3 of 8
Changes since previous issue        SPECIFICATION FOR     DWG. [*]
noted by approval: [*]                 ENVIRONMENT        Rev. D
- --------------------------------------------------------------------------------

* 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.




                                                   SPECIFICATION CONTROL DRAWING


6.      PRODUCT LABELING AND MARKING REQUIREMENTS

        6.1 Battery Labeling Requirements

                Batteries, rechargeable consumer products with not easily
        removable battery, and their packaging must be labeled according to the
        requirements specified in Table 8.4.

7.      CHEMICAL REGISTRATION REQUIREMENTS

        Each chemical substance contained in parts, components, materials and
        products sold to HP must comply with chemical registration and
        premanufacture notification requirements in those countries which have
        enacted such requirements (including but not limited to. Australia,
        Canada, China, Japan, South Korea, Switzerland, the United States, and
        the countries of the European Union). This is in order to permit import
        and sale of the parts, components, materials and products sold to HP in
        all of these countries.

8.      TABLES

Table 8.1 -   Ozone Depleting Substances Prohibited From Product Manufacturing
              Process



  CHLOROFLUOROCARBONS                        HALONS
                                          
  [*]                                        [*]
                                             All isomers of the above substances

                                             OTHER
                                             [*]

  All isomers of the above substances



- --------------------------------------------------------------------------------
Date: 09/29/99                           GENERAL          Page 4 of 8
Changes since previous issue        SPECIFICATION FOR     DWG. No. [*]
noted by approval: [*]                 ENVIRONMENT        Rev. D
- --------------------------------------------------------------------------------



                                                   SPECIFICATION CONTROL DRAWING


Table 8.2 - Ozone Depleting Substances Prohibited From Products


                                                         
Group I    Chlorofluorocarbons, CFCs (includes isomers of listed substances)

[*]           [*]                                   [*]           [*]
[*]           [*]                                   [*]           [*]
[*]           [*]                                   [*]           [*]

Group II   Other Fully Halogenated CFCs (includes isomers of listed substances)

[*]           [*]                                   [*]           [*]
[*]           [*]                                   [*]           [*]
[*]           [*]                                   [*]           [*]
[*]           [*]                                   [*]           [*]
[*]           [*]                                   [*]           [*]

Group III  Halons (includes isomers of listed substances)

[*]           [*]                                   [*]           [*]
[*]           [*]

Group IV

[*]           [*]

Group V

[*]           [*]

Group VI

[*]           [*]



- --------------------------------------------------------------------------------
Date: 09/29/99                           GENERAL          Page 5 of 8
Changes since previous issue        SPECIFICATION FOR     [*]
noted by approval:    [*]              ENVIRONMENT        Rev. D
- --------------------------------------------------------------------------------

* 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.



                                                   SPECIFICATION CONTROL DRAWING

Table 8.2 - Ozone Depleting Substances Prohibited From Products (Continued)

Group VII Hydrobromofluorocarbons, HBFC's (includes isomers of listed
          substances)


                                                        
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]
[*]                            [*]                            [*]


Group VIII     Hydrochlorofluorocarbons, HCFC's (includes isomers of listed
               substances)


                                                         
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]                    [*]                   [*]
[*]                   [*]



- --------------------------------------------------------------------------------
Date: 09/29/99                           GENERAL          Page 6 of 8
Changes since previous issue        SPECIFICATION FOR     [*]
noted by approval:    [*]              ENVIRONMENT        Rev. D
- --------------------------------------------------------------------------------

* 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.



                                                   SPECIFICATION CONTROL DRAWING


Table 8.3 - Polybrominated Biphenyl and Biphenyl Ether Flame Retardants
            Prohibited From Products



NAME                                          CAS NUMBER
                                           
[*]                                           [*]
[*]                                           [*]
[*]                                           [*]
[*]                                           [*]
[*]                                           [*]
[*]                                           [*]
[*]
[*]                                           [*]
[*]                                           [*]
[*]                                           [*]
[*]
[*]                                           [*]
[*]                                           [*]
[*]                                           [*]
[*]
[*]                                           [*]
[*]                                           [*]
[*]
[*]
[*]                                           [*]
[*]                                           [*]
[*]                                           [*]
[*]
[*]                                           [*]


*    Polybrominated Biphenyl(s) = Polybromobiphenyl(s) = Polybromodiphenyl(s)
**   Polybrominated Biphenyl Ether(s) = Polybrominated Biphenyl Oxide(s)
CAS  = Chemical Abstract Service


- --------------------------------------------------------------------------------
Date: 09/29/99                           GENERAL          Page 7 of 8
Changes since previous issue        SPECIFICATION FOR     [*]
noted by approval:    [*]              ENVIRONMENT        Rev. D
- --------------------------------------------------------------------------------

* 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.



                                                   SPECIFICATION CONTROL DRAWING

    TABLE 8.4 - LABELING REQUIREMENTS FOR BATTERIES, CONSUMER PRODUCTS
                CONTAINING BATTERIES, AND THEIR PACKAGING



- ------------------------------------------------------------------------------------------------------------------------
PRODUCT TYPE                                                  SYMBOL                WORDING ON LABEL
- ------------------------------------------------------------------------------------------------------------------------
                                                                             
ALKALINE BATTERIES                                       SEE NOTE 1 BELOW          - MANUFACTURER'S NAME AND ADDRESS
- ------------------------------------------------------------------------------------------------------------------------
LEAD-ACID (SEALED) BATTERIES AND THEIR PACKAGING   [GRAPHIC IMAGE APPEARS HERE]    - MANUFACTURER'S NAME AND ADDRESS
                                                                                   - Pb
                                                                                   - "BATTERY MUST BE RECYCLED."
- ------------------------------------------------------------------------------------------------------------------------
LITHIUM AND LITHIUM ION BATTERIES                        SEE NOTE 1 BELOW          - MANUFACTURER'S NAME AND ADDRESS
                                                                                   - LITHIUM OR LITHIUM ION
- ------------------------------------------------------------------------------------------------------------------------
NICKEL-CADMIUM BATTERIES AND THEIR PACKAGING       [GRAPHIC IMAGE APPEARS HERE]    - MANUFACTURER'S NAME AND ADDRESS
                                                                                   - Ni-Cd
                                                                                   - "BATTERY MUST BE RECYCLED OR
                                                                                     DISPOSED OF PROPERLY."
- ------------------------------------------------------------------------------------------------------------------------
NICKEL METAL HYDRIDE BATTERIES                           SEE NOTE 1 BELOW          - MANUFACTURER'S NAME AND ADDRESS
                                                                                   - "CONTAINS NICKEL METAL HYDRIDE
                                                                                     (NiMH) BATTERY."
- ------------------------------------------------------------------------------------------------------------------------
RECHARGEABLE CONSUMER PRODUCTS CONTAINING NOT      [GRAPHIC IMAGE APPEARS HERE]    MANUFACTURER'S NAME AND
EASILY ADDRESS REMOVABLE SEALED LEAD ACID                                          - "CONTAINS SEALED LEAD BATTERY.
BATTERIES                                                                          BATTERY MUST BE RECYCLED."
- ------------------------------------------------------------------------------------------------------------------------
RECHARGEABLE CONSUMER PRODUCTS CONTAINING NOT      [GRAPHIC IMAGE APPEARS HERE]    - MANUFACTURER'S NAME AND ADDRESS
EASILY REMOVABLE NICKEL-CADMIUM BATTERIES                                          - "CONTAINS NICKEL-CADMIUM
                                                                                     BATTERY. BATTERY MUST BE
                                                                                     RECYCLED OR DISPOSED OF
                                                                                     PROPERLY."
- ------------------------------------------------------------------------------------------------------------------------
PACKAGING OF RECHARGEABLE CONSUMER PRODUCT         [GRAPHIC IMAGE APPEARS HERE]    - MANUFACTURE'S NAME AND
CONTAINING ADDRESS SEALED LEAD BATTERY                                             - "CONTAINS SEALED LEAD BATTERY.
                                                                                   BATTERY MUST BE RECYCLED"
- ------------------------------------------------------------------------------------------------------------------------
PACKAGING OF RECHARGEABLE CONSUMER PRODUCT         [GRAPHIC IMAGE APPEARS HERE]    - MANUFACTURER'S NAME AND ADDRESS
CONTAINING NICKEL-CADMIUM BATTERY                                                  - "CONTAINS NICKEL-CADMIUM
                                                                                     BATTERY. BATTERY MUST BE
                                                                                     RECYCLED OR DISPOSED OR
                                                                                     PROPERLY."
- ------------------------------------------------------------------------------------------------------------------------


    NOTE 1: LABELING REQUIREMENT FOR THE NETHERLANDS

[GRAPHIC IMAGE APPEARS HERE]       This label must be on the packaging of the
                                   battery (if sold separate from the product)
                                   or in the manual of the product containing
                                   the battery with statements about removal of
                                   the battery.


- --------------------------------------------------------------------------------
Date: 09/29/99                           GENERAL          Page 8 of 8
Changes since previous issue        SPECIFICATION FOR     DWG [*]
noted by approval:     [*]             ENVIRONMENT        Rev. D
- --------------------------------------------------------------------------------

* 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.




                            BROCADE/HP CONFIDENTIAL


                                   EXHIBIT (C)

                                 PRICING & FEES


OEM PRODUCT PRICING.

SHIPPING TERMS. Shipping terms for the SILKWORM 12000 during the allocation
period of [*] shall be DDU (port) pursuant to Incoterms 2000. HP shall be
the U.S. Principal Party in Interest.

ORDERS. All Orders for the SILKWORM 12000 shall be "Discrete Purchase Orders"
which shall mean Orders that are not pursuant to nor subject to the [*] model
[*] nor its associated fees. The lead- time for the forecasted Orders shall be
[*] pursuant to the [*] forecast. Brocade shall use commercially reasonable
efforts for un-forecasted Orders.

PRODUCT WARRANTY. The extended warranty of period shall be for [*] commencing
upon shipment. Such warranty is for FRUs and hardware exclusive of software
which has a warranty of [*].

SILKWORM 12000 BASE

HP PART DESCRIPTION: SilkWorm 12000 32-port Base Fibre Channel Fabric Switch
SUPPLIER MODEL NO./DESCRIPTION: [*]



- --------------------------------------------------------------------------------
TIME PERIOD                       HP PURCHASE PRICE
- --------------------------------------------------------------------------------
                               
[*]                               [*]

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

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

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




16-PORT MODULES
HP PART DESCRIPTION: Upgrade 16-port Auto-sensing 1-2 Gbit/second Module



*    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.


                                 AMENDMENT NO. 4
                                  Page 1 of 3


                            BROCADE/HP CONFIDENTIAL


SUPPLIER MODEL NO./DESCRIPTION: [*]


- --------------------------------------------------------------------------------
TIME PERIOD                       HP PURCHASE PRICE

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

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

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

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

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



A La Carte SOFTWARE



- --------------------------------------------------------------------------------
SOFTWARE / FIRMWARE TITLE          HP PURCHASE PRICE
- --------------------------------------------------------------------------------
                                
[*]                                [*]
- --------------------------------------------------------------------------------
[*]                                [*]
- --------------------------------------------------------------------------------
[*]                                [*]
- --------------------------------------------------------------------------------
[*]                                [*]
- --------------------------------------------------------------------------------



FRU PRODUCT PRICING.




- --------------------------------------------------------------------------------------------------
HP SERVICE FRU'S
- --------------------------------------------------------------------------------------------------
DESCRIPTION                       REPAIR
                                  PRICING        [*]           [*]          [*]          [*]
- --------------------------------------------------------------------------------------------------
                                                                        
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           [*]          [*]           [*]          [*]          [*]
- --------------------------------------------------------------------------------------------------




*    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.


                                 AMENDMENT NO. 4
                                  Page 2 of 3


                            BROCADE / HP CONFIDENTIAL



                                                                        
- --------------------------------------------------------------------------------------------------
FRU, SW12000 Switch card slot       [*]          [*]           [*]          [*]          [*]
filler panel
- --------------------------------------------------------------------------------------------------
FRU, SW12000 cable management       [*]          [*]           [*]          [*]          [*]
tray
- --------------------------------------------------------------------------------------------------
FRU, SW12000 cable management       [*]          [*]           [*]          [*]          [*]
pillar (16)
- --------------------------------------------------------------------------------------------------




*    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.


                                 AMENDMENT NO. 4
                                  Page 3 of 3