OEM PURCHASE AGREEMENT



                                 by and between



                             HEWLETT-PACKARD COMPANY



                                       and



                      BROCADE COMMUNICATIONS SYSTEMS, INC.



{PAGE}



                             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

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