TOLLING AGREEMENT

Exhibit 10.2

TOLLING AGREEMENT

     This Agreement is entered into as of January 1, 2006 between Xxxxxxx X. Xxxxx (“Xxxxx”), on the one hand, and Brocade Communications Systems, Inc., Xxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx X’Xxxxx, Xxxxxxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxxxx (collectively referred to as “Brocade and its Directors”), on the other, who agree as follows:

     As consideration for deferring litigation until a later date, the parties agree that all periods of limitation (statutory or otherwise) affecting any claims or causes of action which Xxxxx may have against Brocade and its Directors or any of them, or which Brocade and its Directors or any of them may have against Xxxxx, shall be tolled from January 1, 2006 until the earlier of (1) January 1, 2008, or (2) forty-five (45) days from the date of service upon the attorneys for the parties hereto of a written notice terminating this agreement.

Dated: January 23, 0000

	XXXXXX XXXXXX & XXXXX, XXX
	By:	/s/ Xxxxxx Xxxxx
		Xxxxxx Xxxxx
		Attorneys for Xxxxxxx X. Xxxxx

Dated: January 23, 2006

	XXXXXX XXXXXXX XXXXXXXX & XXXXXX Professional Corporation
	By:	/s/ Xxxx X. Xxxxxx
		Xxxx X. Xxxxxx

Attorneys for Brocade Communications Systems, Inc., Xxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx X’Xxxxx, Xxxxxxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxxxx