QUALIFIED SUPPORT PARTNER PROGRAM AGREEMENT



This Qualified Support Partner Program Agreement, including the attached Program

Guidelines and exhibits, if any, each of which is expressly incorporated herein

(collectively, the "Agreement"), is entered into as of the date listed on the

last/signature page of this Agreement (the "Effective Date") by and between

Brocade Communications Switzerland SarL., a Geneva corporation with principal

offices at 29-31 Route de l'Aeroport, CH-1205, Geneva, Switzerland

("Brocade-Switzerland"), Brocade Communications Systems, Inc., a Delaware

corporation with principal offices at 1745 Technology Drive, San Jose, CA 95110

("Brocade-US") (collectively, "Brocade") and the entity listed on the

last/signature page of the Agreement ("Company").



Background: Brocade has established a Qualified Support Partner Program (the

"Program") to provide its SAN customer-base with a network of trained and

certified Brocade-authorized professional support providers. Company desires to

join the Program. This Agreement incorporates the following terms and conditions

of the Program and Company's participation therein:



1.    QSP Program



1.1   This Agreement shall govern the rights and obligations of the Parties

arising with respect to the Program. Neither Party shall have any rights or

obligations vis-a-vis one another by reason of Company's participation in the

Program that are not expressly granted or provided for in this Agreement.

Company shall at all times during the term of this Agreement comply with the

Program Guidelines then in effect. If there is any conflict between specific

terms of this Agreement and the Program Guidelines, the terms and conditions of

the Program Guidelines shall prevail.



1.2   Authorization under the Program. Subject to the terms and conditions of

this Agreement and the Program Guidelines, Brocade hereby authorizes Company, as

a member of the Program, to support the following Brocade Silkworm products

("Products"): Silkworm 2040, 2800, 6400, 3800, 3200, and 12000. The Parties

agree to review and update the list of Products that Company is authorized to

support under the Program at Company's annual review meeting as described in

Section 1.5 below, provided however that all revisions to the above list of

authorized Products must be in writing and signed by both parties.



1.3   Delivery of Program Guidelines. The Program Guidelines (current as of the

Effective Date), describing program benefits and the minimum applicable product

and service requirements for Company's continued participation in the Program,

is attached hereto as Attachment A.



1.4   Changes to Program Guidelines. Brocade may change the Program Guidelines

at any time upon no less than thirty (30) days written notice to Company.

Brocade may provide either a hard copy of the new Program Guidelines or

notification of where Company may obtain a copy of the new Program Guidelines

from a Brocade web site that is available to Company. If Company does not wish

to be bound by the terms and conditions of the new Program Guidelines, Company

may terminate this Agreement at any time prior to the effective date of such new

Program Guidelines. Company may submit requests for exception or modification;

however Brocade is under no obligation to modify the Program Guidelines. Any

mutually agreed upon exceptions or modifications must be memorialized in a

written document signed by the Parties. The determination of whether and to what

extent the Program Guidelines change during the course of the Program shall be

solely at Brocade's discretion.



1.5   Program Review. Brocade agrees that Company shall have the right to an

annual meeting with management from Brocade to review the Program as well as the

Parties' relationship and their respective rights and obligations thereunder.

Company agrees that Brocade shall have the right to conduct periodic reviews of

Company's participation in the Program including without limitation: business

forecasts: marketing collateral, training and certification levels; and customer

satisfaction surveys.



1.6   Compliance with Law. Company agrees that it will comply with all

applicable laws, rules and regulations (including without limitation, the

Program Guidelines) regarding promotion and sale of services covered by the

Program and associated with the Brocade Marks, and will not knowingly violate or

infringe any right of any third party.



2.    Marketing and Sales.



2.1   Separate Activities. Company shall cooperate with Brocade in marketing its

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