The Data Center Infrastructure (DCI) operating unit encompasses the Brocade family of Storage Area Network (SAN) business which includes infrastructure products and solutions including directors, switches, routers, fabric-based software applications, distance/extension products, as well as management applications and utilities to centralize data management

Exhibit 10.124

Amendment #12 to SOW 4903RL1112

August 21, 2008

Brocade Communications Systems, Inc.
1745 Technology Drive
San Jose, CA 95119

Subject: Amendment #12 to Statement of Work #4903RL1112 (“SOW”) dated December 15, 2003

This Amendment #12 “(Amendment”) to Statement of Work # 4903RL1112 (“SOW”) adopts and incorporates by reference the terms and conditions of Goods Agreement # 4999RO0015 (“Agreement”) by and between Brocade Communications Systems, Inc. (“Brocade”) and International Business Machines Corporation (“IBM”). The parties agree to amend the SOW as follows. All other terms and conditions in the Base Agreement and SOW shall remain in full force and effect.

This amendment will be effective when signed by both parties.

1.0		Amendment #11 will not be issued due to an administrative error.
2.0		Amend the Preamble in the SOW in its entirety and replace it with the following:
		This Statement of Work (“SOW”) No. # 4903RL1112 adopts and incorporates by reference the terms and conditions of Goods Agreement   # ROC-P-68 (“GA”) between International Business Machines Corporation “Buyer” or “IBM”) and Brocade Communications Systems, Inc with offices at 1745 Technology Drive, San Jose, CA 95110 (“Supplier” or “Brocade”).  This SOW is effective beginning on December15, 2003 (“Effective Date”) and will remain in effect until December 14, 2011.  Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW, the GA and any applicable Work Authorizations (“WAs”).  This SOW is not a WA.  Product Unique Attachments and any changes thereto must be in a writing signed by both parties, and the terms of a Product Unique Attachment will apply only to the Products identified in such Product Unique Attachment. The initial Product Unique Attachment is attached hereto and incorporated herein by reference as “Product Unique Attachment # 1”, and the additional Attachments 2 through 5 are attached hereto and incorporated herein by reference. Subsequent Product Unique Attachments or changes to existing Product Unique Attachments will take effect on the effective date provided therein and will be incorporated herein upon execution by the parties.
3.0		Replace “Lead Time” in Section 1 with the following:

“Lead Time” means the minimum length of time prior to a specific delivery date that Supplier must receive a WA from Buyer to ensure delivery by such date. For direct purchase orders that are within IBM’s forecast, the Lead-time for delivery FCA  Brocade’s dock is [**] business days from the date that Brocade receives IBM’s purchase order.  For direct purchase orders that are beyond IBM’s forecast, the Lead-time for delivery FCA Brocade’s dock is [**] business days from the date that Brocade receives IBM’s purchase order. Refer to Amendment 1/Attachment 5 for terms and conditions relating to the fulfillment of product by Supplier under hubbing arrangements.

Amendment #12 to SOW 4903RL1112

4.0 Replace Section 4 of PUA “Product Price List and Description” in its entirety with the following:

PRODUCT UNIQUE ATTACHMENT

4.0 PART NUMBER UNIQUE TERMS

Section 4.1: PRODUCT PRICE LIST AND DESCRIPTION

Freight -

DDU for

hub locs

Buyer

Fulfillment

Ship

FCA for

Part

Supplier Part

locations

Product

Group

non-hub

**Software

Number

Number *

(if required) *

Description

Unit Price of Product

adder

loc

Maintenance

Total Price

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Amendment #12 to SOW 4903RL1112

Freight -

DDU for

hub locs

Buyer

Fulfillment

Ship

FCA for

Part

Supplier Part

locations

Product

Group

non-hub

**Software

Number

Number *

(if required) *

Description

Unit Price of Product

adder

loc

Maintenance

Total Price

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DDU for

hub locs

Intel

Fulfillment hub

Ship

FCA for

Part

Supplier Part

locations (if

Product

Group

non-hub

**Software

Number

Number *

required) *

Description

Unit Price of Product

adder

loc

Maintenance

Total Price

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Amendment #12 to SOW 4903RL1112

Freight -

DDU for

hub locs

Buyer

Fulfillment hub

Ship

FCA for

Part

Supplier Part

locations

Product

group

non-hub

**Software

Number

Number *

(if required) *

Description

Unit Price of Product

adder

loc

Maintenance

Total Price

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Amendment #12 to SOW 4903RL1112

Freight -

DDU for

hub locs

Buyer

Fulfillment hub

Ship

FCA for

Part

Supplier Part

locations

Product

group

non-hub

**Software

Number

Number *

(if required) *

Description

Unit Price of Product

adder

loc

Maintenance

Total Price

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Amendment #12 to SOW 4903RL1112

Section 4.2: PRODUCT UNIT TERMS & REPAIR PRICING

Fulfillment

Warranty

Repair

Buyer P/N

Supplier P/N

locations

Description

Period

Price(USD)*

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Warranty

Repair

Intel P/N

Supplier P/N

locations

Description

Period

Price(USD)*

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Fulfillment

Warranty

Repair

Buyer P/N

Supplier P/N

locations

Description

Period

Price(USD)*

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Amendment #12 to SOW 4903RL1112

Fulfillment

Warranty

Repair

Buyer P/N

Supplier P/N

locations

Description

Period

Price(USD)*

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Amendment #12 to SOW 4903RL1112

The parties acknowledge that they have read this Amendment, understand it, and agree to be bound by its terms and conditions. Further, they agree that this Amendment and the subject Agreement are the complete and exclusive statement of the agreement between the parties, superseding all proposals or other prior agreements, oral or written, and all other communications between the parties relating to this subject.

Except as specifically provided for in the foregoing provisions of this Amendment, the SOW shall continue in full force and effect. All capitalized terms defined in the Agreement which are used in this Amendment without further definition shall have the meanings ascribed to them in the Agreement.

Please have your authorized representative indicate acceptance thereof by signing both copies of the Amendment and returning one copy to the attention of Bryn Smith.

ACCEPTED AND AGREED TO:						ACCEPTED AND AGREED TO:
International Business Machines Corporation						Brocade Communications
By:						By:
IBM Signature		Date				Brocade Signature		Date
[**]
Printed Name						Printed Name
GCM
Title & Organization						Title & Organization
Communications Council
Address:						Address
3039 Cornwallis Rd						1745 Technology Drive
RTP, NC 27709						San Jose, CA 95110
USA
						ACCEPTED AND AGREED TO:
						Brocade Communications Switzerland, SarL
						By:
						Brocade Signature		Date
						Ulrich Plechschmid
						Printed Name
						Vice President, EMEA
						Title & Organization

R. Borders   
Legal Approved on: 08/24/08