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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-Q

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

(MARK ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JANUARY 25, 2002

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .

COMMISSION FILE NUMBER 0-27130

NETWORK APPLIANCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                       77-0307520
(STATE OR OTHER JURISDICTION OF               (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

495 EAST JAVA DRIVE,
SUNNYVALE, CALIFORNIA 94089
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 822-6000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]     No [ ]

Number of shares outstanding of the registrant's common stock, $.001 par
value, as of the latest practicable date.

OUTSTANDING AT
CLASS                   JANUARY 25, 2002
-----                   ----------------

Common Stock.............      333,857,492

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TABLE OF CONTENTS

PAGE NO.
--------

PART I -- FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of January 25, 2002 and
April 30, 2001                                                              2
Condensed Consolidated Statements of Operations for the three and
nine-month periods ended January 25, 2002 and January 26, 2001              3
Condensed Consolidated Statements of Cash Flows for the nine-month
periods ended January 25, 2002 and January 26, 2001                         4
Notes to Condensed Consolidated Financial Statements                          5

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations                                                               12

Item 3. Quantitative and Qualitative Disclosures About Market Risk                     27

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings                                                              29

Item 2. Changes in Securities                                                          29

Item 3. Defaults Upon Senior Securities                                                29

Item 4. Submission of Matters to Vote of Securityholders                               29

Item 5. Other Information                                                              29

Item 6. Exhibits and Reports on Form 8-K                                               29
SIGNATURE                                                                              30

1

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NETWORK APPLIANCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

JANUARY 25,        APRIL 30,
2002              2001
-----------       -----------
(UNAUDITED)           **
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                      $   215,485       $   271,931
Short-term investments                             188,099            92,094
Accounts receivable, net                           139,026           186,956
Inventories                                         27,395            22,504
Prepaid expenses and other                          22,470            25,745
Deferred income taxes                               37,258            36,287
-----------       -----------
Total current assets                           629,733           635,517
RESTRICTED CASH                                         251,031           193,747
PROPERTY AND EQUIPMENT, NET                              95,661           103,238
INTANGIBLE ASSETS, NET                                   63,832            79,510
OTHER ASSETS                                             16,119            24,240
-----------       -----------
$ 1,056,376       $ 1,036,252
===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                               $    35,038       $    64,892
Income taxes payable                                17,680            21,844
Accrued compensation and related benefits           32,883            50,523
Other accrued liabilities                           42,516            23,198
Deferred revenue                                    64,705            58,316
-----------       -----------
Total current liabilities                      192,822           218,773
LONG-TERM DEFERRED REVENUE                               25,425            12,882
LONG-TERM OBLIGATIONS                                       330               149
-----------       -----------
Total liabilities                              218,577           231,804
-----------       -----------

STOCKHOLDERS' EQUITY:
Common stock                                       650,343           616,595
Deferred stock compensation                         (8,775)          (12,044)
Retained earnings                                  199,892           204,632
Cumulative other comprehensive loss                 (3,661)           (4,735)
-----------       -----------
Total stockholders' equity                     837,799           804,448
-----------       -----------
$ 1,056,376       $ 1,036,252
===========       ===========

** Derived from audited consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

2

NETWORK APPLIANCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

THREE MONTHS ENDED            NINE MONTHS ENDED
-------------------------   -------------------------
JANUARY 25,   JANUARY 26,   JANUARY 25,    JANUARY 26,
2002          2001          2002           2001
-----------   -----------   -----------    -----------

NET SALES                                      $ 198,349     $ 288,409     $ 593,490      $ 780,345
COST OF SALES                                     75,012       113,763       244,073        302,534
---------     ---------     ---------      ---------
Gross Margin                              123,337       174,646       349,417        477,811
---------     ---------     ---------      ---------

OPERATING EXPENSES:
Sales and marketing                        66,726        76,510       209,290        212,564
Research and development                   28,451        34,966        85,888         86,807
General and administrative                 10,587        10,922        31,401         29,950
Amortization of intangible assets           5,226         4,567        15,678          6,506
In-process research and development            --            --            --         26,688
Stock compensation (1)                      1,133         1,140         5,755          2,012
Restructuring charges                          --            --         7,980             --
---------     ---------     ---------      ---------
Total operating expenses               112,123       128,105       355,992        364,527
---------     ---------     ---------      ---------

INCOME (LOSS) FROM OPERATIONS                     11,214        46,541        (6,575)       113,284
---------     ---------     ---------      ---------

OTHER INCOME (EXPENSE), NET:
Interest income and other, net              3,574         7,184        13,803         17,075
Impairment loss on investments                 --            --       (13,008)            --
---------     ---------     ---------      ---------
Total other income, net                  3,574         7,184           795         17,075
---------     ---------     ---------      ---------

INCOME (LOSS) BEFORE INCOME TAXES                 14,788        53,725        (5,780)       130,359
PROVISION (BENEFIT) FOR INCOME TAXES               7,804        19,654        (1,040)        55,952
---------     ---------     ---------      ---------

NET INCOME (LOSS)                              $   6,984     $  34,071     $  (4,740)     $  74,407
=========     =========     =========      =========

NET INCOME (LOSS) PER SHARE:
Basic                                   $    0.02     $    0.11     $   (0.01)     $    0.23
=========     =========     =========      =========
Diluted                                 $    0.02     $    0.09     $   (0.01)     $    0.21
=========     =========     =========      =========
SHARES USED IN PER SHARE CALCULATIONS:
Basic                                     332,403       322,727       330,726        318,161
=========     =========     =========      =========
Diluted                                   352,868       361,599       330,726        361,804
=========     =========     =========      =========

(1)  Stock compensation:
Sales and marketing                     $     263     $     309     $     806      $     759
Research and development                      736           716         4,542            937
General and administrative                    134           115           407            316
---------     ---------     ---------      ---------
$   1,133     $   1,140     $   5,755      $   2,012
=========     =========     =========      =========

See accompanying notes to condensed consolidated financial statements.

3

NETWORK APPLIANCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

NINE MONTHS ENDED
---------------------------
JANUARY 25,     JANUARY 26,
2002            2001
-----------     -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                 $   (4,740)     $   74,407
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization                                                     33,519          21,917
In-process research and development                                                   --          26,688
Amortization of intangible assets                                                 15,678           6,506
Stock compensation                                                                 5,755           2,012
Impairment loss on investments                                                    13,008              --
Provision for doubtful accounts                                                    6,015             852
Deferred income taxes                                                                (26)         (8,918)
Deferred rent                                                                        (63)             (5)
Changes in assets and liabilities, net of effects of businesses acquired:
Accounts receivable                                                             41,853        (114,316)
Inventories                                                                     (9,178)        (25,336)
Prepaid expenses and other assets                                                 (460)          7,558
Accounts payable                                                               (29,854)         46,604
Income taxes payable                                                            (4,164)         64,869
Accrued compensation and related benefits                                      (17,640)         23,138
Other accrued liabilities                                                       19,562          13,767
Deferred revenue                                                                18,932          39,604
----------      ----------
Net cash provided by operating activities                                    88,197         179,347
----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments                                                 (273,464)       (149,674)
Redemptions of short-term investments                                                178,203         102,420
Purchases of property and equipment                                                  (22,485)        (59,941)
Purchase of equity securities                                                           (875)         (6,391)
Purchase of businesses, net of cash acquired                                              --          (7,171)

----------      ----------
Net cash used in investing activities                                      (118,621)       (120,757)
----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net                                               31,262          68,832
Increase in restricted cash                                                          (57,284)       (192,052)
----------      ----------
Net cash used in financing activities                                       (26,022)       (123,220)
----------      ----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                                 (56,446)        (64,630)

CASH AND CASH EQUIVALENTS:
Beginning of period                                                                  271,931         279,014
----------      ----------
End of period                                                                     $  215,485      $  214,384
==========      ==========

NONCASH INVESTING AND FINANCING ACTIVITIES:
Income tax benefit from employee stock transactions                               $       --      $   62,000
Conversion of evaluation inventory to fixed assets                                     3,951           9,212
Common stock issued and options assumed for acquired businesses                           --         101,237
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                                        279             307

See accompanying notes to condensed consolidated financial statements.

4

NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)

1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements have been
prepared by Network Appliance, Inc. without audit and reflect all adjustments,
which are, in the opinion of management, necessary for a fair presentation of
our financial position, results of operations and cash flows for the interim
periods presented. The statements have been prepared in accordance with the
regulations of the Securities and Exchange Commission for interim financial
statements. Accordingly, they do not include all information and footnotes
required by accounting principles generally accepted in the United States of
America for annual financial statements.

These financial statements should be read in conjunction with the
audited consolidated financial statements and accompanying notes included in our
Annual Report on Form 10-K for the year ended April 27, 2001. The results of
operations for the three and nine-month periods ended January 25, 2002 are not
necessarily indicative of the operating results to be expected for the full
fiscal year or future operating periods.

2. USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

3. SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition -- In accordance with Statement of Position (SOP)
97-2, Software Revenue Recognition, we recognize revenue when persuasive
evidence of an arrangement exists, delivery has occurred or services have been
rendered, the fee is fixed or determinable, collectibility is probable and
vendor specific objective evidence exists to allocate a portion of the total fee
to any undelivered elements of the arrangement. This generally occurs at the
time of shipment. We also record estimated product return, warranty reserves and
other allowances based on historical experience. Revenues from software
subscriptions, which entitle customers to software updates, including bug fixes,
patch releases and major revisions, and services are recognized over the terms
of the related contractual periods.

Segment Information -- We operate in one reportable industry segment:
the design, manufacturing and marketing of high-performance networked storage
solutions. We recorded revenue from customers throughout the United States and
Canada; Europe; Latin America, Australia and Asia Pacific.

Foreign Currency Translation -- In the first quarter of fiscal 2002, we
determined that the functional currency of one of our subsidiaries had changed
from the Euro to the US Dollar. Accordingly, all monetary assets and liabilities
were translated at the current exchange rate in effect as of the balance sheet
date, nonmonetary assets and liabilities were translated at historical rates and
net sales and expenses were translated at average exchange rates in effect
during the period. Transaction gains and losses, which are included in other
income (expense) in the accompanying consolidated statements of operations, were
not significant in any of the periods presented.

5

NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)

4. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out basis)
or market. Inventories consist of the following:

JANUARY 25,   APRIL 30,
2002         2001
-----------   ---------

Purchased components               $ 10,806     $ 11,106
Work in process                         680          560
Finished goods                       15,909       10,838
--------     --------
$ 27,395     $ 22,504
========     ========

5. STOCK COMPENSATION

We record stock compensation in accordance with provisions of Accounting
Principle Board Opinion No. 25, "Accounting for Stock Issued to Employees," for
employee awards and Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation," for non-employee awards.
Accordingly, we recognize the intrinsic value for employees and the fair value
for non-employees as stock compensation expense over the vesting terms of the
awards. During the first and second quarters of fiscal 2002, under terms of the
acquisition agreement with Orca Systems, Inc. ("Orca"), we issued an additional
66 and 66 shares, respectively, of common stock to former Orca shareholders upon
meeting certain performance criteria. The fair market values of the shares of
$1,434 and $1,006, respectively, were measured on the date the performance
criteria were met and were recognized as stock compensation during the first and
second quarters of fiscal 2002. In the third quarter of fiscal 2002, no stock
compensation was recorded relating to Orca achieving their performance
milestones.

6.  DERIVATIVE INSTRUMENTS

Effective May 1, 2001, we adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
Under SFAS No. 133, certain contracts that were not formerly considered
derivatives may now meet the definition of a derivative. SFAS No. 133 requires
that all derivatives be recognized as either assets or liabilities at fair
value. Derivatives that are not designated as hedges are adjusted to fair value
through earnings. If the derivative is designated as a hedge, depending on the
nature of the exposure being hedged, changes in fair value will either be offset
against the change in fair value of the hedged asset, liability, or firm
commitment through earnings, or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of the hedge
is recognized in earnings immediately.

As a result of our significant international operations, we are subject
to risks associated with fluctuating exchange rates. We use foreign currency
forward contracts, to attempt to minimize the impact of exchange rate movements
on our balance sheet relating to certain foreign currency assets and
liabilities. Gains and losses on these undesignated derivatives offset gains and
losses on the assets and liabilities being hedged and the net amount is included
in earnings. For the first quarter of fiscal 2002, net losses generated

6

NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)

by hedged assets and liabilities totaled $246, which were offset by gains on the
related derivative instruments of $265. For the second quarter of fiscal 2002,
net gains generated by hedged assets and liabilities totaled $1,142, which were
offset by losses on the related derivative instruments of $1,585. For the third
quarter of fiscal 2002, net losses generated by hedged assets and liabilities
totaled $1,438, which were offset by gains on the related derivative instruments
of $935. We do not enter into derivative financial instruments for speculative
or trading purposes.

Currently, we do not enter into any foreign exchange forward contracts
to hedge exposures related to forecasted transactions, firm commitments or
equity investments. The adoption of SFAS No. 133 did not have a significant
impact on our financial position, results of operations or cash flow.

7. EARNINGS PER SHARE

Basic and diluted net income (loss) per share are computed using
weighted-average common shares outstanding in accordance with SFAS No. 128,
"Earnings Per Share." Diluted net income per share also includes the dilutive
effect of stock options.

During all periods presented, we had options outstanding which could
potentially dilute basic earnings per share in the future, but were excluded in
the computation of diluted earnings per share in such periods, as their effect
would have been antidilutive in the nine months ended January 25, 2002 due to
the net loss reported in that period and in the other periods as the options'
exercise prices were above the average market prices in those periods. For the
three-month periods ended January 25, 2002 and January 26, 2001, 24,673 and
3,688 shares of common stock options with a weighted average exercise price of
$45.89 and $100.80, respectively, were excluded from the diluted net income per
share computation. For the nine-month periods ended January 25, 2002 and January
26, 2001, 72,042 and 2,559 shares of common stock options with a weighted
average exercise price of $21.10 and $110.05, respectively, were excluded from
the diluted net income (loss) per share computation.

The following is a reconciliation of the numerators and denominators of
the basic and diluted net income (loss) per share computations for the periods
presented:

7

NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED            NINE MONTHS ENDED
--------------------------    --------------------------
JANUARY 25,    JANUARY 26,    JANUARY 25,    JANUARY 26,
2002           2001           2002           2001
-----------    -----------    -----------    -----------

NET INCOME (LOSS) (NUMERATOR):
Net income (loss), basic and diluted              $   6,984      $  34,071      $  (4,740)     $  74,407
=========      =========      =========      =========

SHARES (DENOMINATOR):
Weighted average common shares outstanding          332,537        322,998        330,888        318,423
Weighted average common shares outstanding
subject to repurchase                                (134)          (271)          (162)          (262)
---------      ---------      ---------      ---------
Shares used in basic computation                    332,403        322,727        330,726        318,161
Weighted average common shares outstanding
subject to repurchase                                 134            271             --            262
Common shares issuable upon exercise of stock
options                                            20,331         38,601             --         43,381
---------      ---------      ---------      ---------
Shares used in diluted computation                  352,868        361,599        330,726        361,804
=========      =========      =========      =========

NET INCOME (LOSS) PER SHARE:

Basic                                             $    0.02      $    0.11      $   (0.01)     $    0.23
=========      =========      =========      =========
Diluted                                           $    0.02      $    0.09      $   (0.01)     $    0.21
=========      =========      =========      =========

8.  COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss), net of tax, were as
follows:

THREE MONTHS ENDED           NINE MONTHS ENDED
--------------------------    --------------------------
JANUARY 25,    JANUARY 26,    JANUARY 25,    JANUARY 26,
2002           2001           2002           2001
-----------    -----------    -----------    -----------

Net income (loss)                              $   6,984      $  34,071      $  (4,740)     $  74,407
Foreign currency translation adjustment            (218)         2,057           (397)           658
Unrealized gain (loss) on investments               (98)        (3,448)         1,471          1,352
---------      ---------      ---------      ---------
Comprehensive income (loss)                    $   6,668      $  32,680      $  (3,666)     $  76,417
=========      =========      =========      =========

9.  COMMITMENTS

We have commitments related to operating lease arrangements for our
headquarters site in Sunnyvale, California, under which we have options to
purchase various properties at the expiration or termination of the leases for
$309,000, or arrange for the sale of the property to third parties for at least
$309,000 with a contingent liability for any deficiency. If the property is not
purchased or sold as described above, we will be obligated for guaranteed
residual amounts of approximately $212,936. These lease arrangements required
the creation and maintenance of a cash collateral account that limits the
liquidity of $251,031 of our cash, which is classified as non-current assets on
our balance sheet. The leases

8

NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)

are for five years and can be renewed for two five-year periods, subject to the
approval of the lessor. The lease payments will vary based on London Interbank
Offered Rate ("LIBOR") (1.8% at January 25, 2002) plus a spread of 30 basis
points.

The lease agreements, amended effective January 25, 2002, require us to
comply with certain financial covenants, which include maintaining minimum
unencumbered cash and cash equivalents; a minimum tangible net worth; a minimum
quick ratio; a minimum fixed charge coverage; a minimum profitability and a
maximum leverage ratio. At January 25, 2002, we did not meet the maximum
leverage ratio. We entered into an amendment effective January 25, 2002 that
cured the violation. The amendment modified the definition of debt for purposes
of calculating the financial covenants to exclude all synthetic lease
obligations with the lessor. Under the terms of the amended agreement, we are
also required to maintain a mandatory restricted cash collateral at 100% of the
lease arrangement.

We have entered into agreements and established Network Appliance
accounts with Deutsche Banc Alex Brown whereby we have the option to guarantee
any defaults by two corporate officers, of certain margin loans made to them by
these financial institutions on their Network Appliance stock. The amount of the
guarantee is limited to the difference between the amount of such loans and fair
market value of the Network Appliance stock securing the loans. As of January
25, 2002, there were no outstanding guarantees.

From time to time, we have committed to purchase various key components
used in the manufacture of our products. Our loss accrual for such commitments
to these key component vendors are based on our current forecasts of inventory
usage. We established accruals for estimated losses on purchase components for
which we believe it is probable that they will not be utilized in future
operations. To the extent that such forecasts are not achieved, our commitments
and associated accruals may change.

10.  NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets". Under SFAS No. 141, all business combinations initiated
after June 30, 2001 must be accounted for using the purchase method. Under SFAS
No. 142, goodwill and intangible assets with indefinite lives are no longer
amortized but are reviewed annually for impairment (or more frequently if
indicators of impairment arise). Separable intangible assets that are not deemed
to have indefinite lives will continue to be amortized over their useful lives
(but with no maximum life). The amortization provisions of SFAS No. 142 apply to
goodwill and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, we are required
to adopt SFAS No. 142 effective April 27, 2002. Upon adoption of SFAS No. 142,
we will stop the amortization of goodwill (including acquired existing
workforce) with a net carrying value of approximately $49,779 at April 26, 2002
and the annual amortization of $15,177 that resulted from business combinations
initiated prior to the adoption. We will evaluate goodwill under the SFAS No.
142 transitional impairment test. Any transitional impairment loss will be
recognized as a change in accounting principle on the date of adoption. If any
impairment of goodwill is recognized, under existing pronouncement rules, prior
to the date of adoption, the loss will be charged to operating expenses.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Assets to Be Disposed Of." Adoption of SFAS No. 144 is
required for our fiscal year beginning April 27, 2002. We are currently
evaluating the potential impact of adoption of SFAS No. 144

9

NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)

on our financial position and results of operations and have not yet determined
the impact of adopting this statement.

11.  RESTRUCTURING CHARGES

In August 2001, we implemented a restructuring plan, which included a
reduction in workforce by approximately 200 employees and a consolidation of
facilities. The action was required to properly align and manage the business
commensurate with our current revenue levels. All functional areas of the
Company were affected by the reduction. We completed our actions during the
second quarter of fiscal 2002. As a result of this restructuring, we incurred a
charge of $7,980. The restructuring charge included $4,796 of severance-related
amounts, $2,656 of committed excess facilities and facility closure expenses,
and $528 in fixed assets write off.

The following analysis sets forth the significant components of the
restructuring reserve at January 25, 2002:

Severance-       Fixed
related         Assets
amounts        write-off      Facility        Total
----------      ---------      --------       --------

Restructuring charge                     $  4,796       $    528       $  2,656       $  7,980
Cash payments                              (4,128)            --            (81)        (4,209)
Non-cash portion                               --           (528)            --           (528)
--------       --------       --------       --------
Reserve balance at October 26, 2001           668             --          2,575          3,243
Cash payments                                (201)            --           (539)          (740)
Non-cash portion                               --             --             --             --
--------       --------       --------       --------
Reserve balance at January 25, 2002      $    467       $     --       $  2,036       $  2,503
========       ========       ========       ========

Of the reserve balance at January 25, 2002, $2,259 was included in other
accrued liabilities and the remaining $244 classified as long-term obligations.
We currently expect that the facility closures and activities to which all of
these charges relate will be substantially completed within one year of the
commitment date of the exit plan, except for certain long-term contractual
obligations.

12.  IMPAIRMENT LOSS ON INVESTMENTS

We perform periodic reviews of our investments for impairment. Our
investments in publicly held companies are generally considered impaired when a
decline in the fair value of an investment as measured by quoted market prices
is less than its carrying value and such a decline is not considered temporary.
Our investments in privately held companies are considered impaired when a
review of the investees' operations and other indicators of impairment indicate
that the carrying value of the investment is not likely to be recoverable. Such
indicators include, but are not limited to, limited capital resources, limited
prospects of receiving additional financing, and prospects for liquidity of the
related securities. In the second quarter of fiscal 2002, we recorded a non
cash, other-than-temporary write down of $13,008 related to impairments of our
investments in publicly traded and private companies. During the third quarters
of fiscal 2002 and 2001, we sold shares of certain marketable equity securities
and realized gains of $55 and $70, respectively, for those periods.

10

NETWORK APPLIANCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AND SHARE AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)

13. CONTINGENCIES

We are subject to various legal proceedings and claims which arise in
the normal course of business. We do not believe that any current litigation or
claims will have a material adverse effect on the Company's business, operating
results or financial condition.

14. EQUITY

Network Appliance was incorporated in California in April 1992, and
reincorporated in Delaware in November 2001. We have established our common
stock at $.001 par value.

11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

In addition to historical information, this Form 10-Q contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements may contain words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates," or other words indicating future results.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those reflected in the
forward-looking statement. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in the following
sections entitled "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." This discussion should be read
in conjunction with our Annual Report on Form 10-K for the year ended April 27,
2001. We undertake no obligation to revise or publicly release the results of
any revision to these forward-looking statements. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.

OVERVIEW

Based in Sunnyvale, California, Network Appliance was incorporated in
California in April 1992, and reincorporated in Delaware in November 2001.
Network Appliance is a leader in enterprise storage and the delivery of data and
content on demand. We pioneered the concept of the "network appliance" for
storage, an extension of the industry trend toward dedicated, specialized
products that perform a single function. Network Appliance(TM) hardware,
software, and service offerings are used to create, manage and scale seamless
storage network, linking the data centers and remotes offices in a unified data
management architecture. Our strategy converges LANs, WANs, and SANs into a
flexible, highly reliable, scalable integrated business network that extends
from the data center to the edge of the network. Our product portfolio utilizes
our innovative data access software, known as the Data ONTAP(TM) operating
system, as well as standards-compliant hardware. It also offers multiprotocol
support and integration for UNIX(R) and Windows(R) environments.

RESULTS OF OPERATIONS

The following table sets forth certain consolidated statements of
operations data as a percentage of net sales for the periods indicated:

12

THREE MONTHS ENDED          NINE MONTHS ENDED
-------------------------   --------------------------
JANUARY 25,   JANUARY 26,   JANUARY 25,    JANUARY 26,
2002          2001          2002           2001
-----------   -----------   -----------    -----------

Net sales                                       100.0%        100.0%        100.0%         100.0%
Cost of sales                                    37.8          39.4          41.1           38.8
-------       -------       -------        -------
Gross margin                         62.2          60.6          58.9           61.2
-------       -------       -------        -------
Operating expenses:
Sales and marketing                         33.6          26.5          35.3           27.3
Research and development                    14.3          12.1          14.5           11.1
General and administrative                   5.4           3.8           5.3            3.8
Amortization of intangible assets            2.6           1.7           2.6            0.8
In-process research and development           --            --            --            3.4
Stock compensation                           0.6           0.4           1.0            0.3
Restructuring charges                         --            --           1.3             --
-------       -------       -------        -------
Total operating expenses             56.5          44.5          60.0           46.7
-------       -------       -------        -------
Income (loss) from operations                     5.7          16.1          (1.1)          14.5
Total other income (expense), net                 1.8           2.5           0.1            2.2
-------       -------       -------        -------
Income (loss) before income taxes                 7.5          18.6          (1.0)          16.7
Provision (benefit) for income taxes              4.0           6.8          (0.2)           7.2
-------       -------       -------        -------
Net income (loss)                     3.5%         11.8%         (0.8)%          9.5%
=======       =======       =======        =======

Net Sales -- Net sales decreased by 31.2% to $198.3 million for the
three-month period ended January 25, 2002, from $288.4 million for the
three-month period ended January 26, 2001. Net sales decreased by 23.9% to
$593.5 million for the nine-month period ended January 25, 2002, from $780.3
million for the nine-month period ended January 26, 2001. The decline in net
sales was due to a decrease in sales to Internet-based companies and reduced
capital spending among technology companies across all geographies, but
primarily in North America. This decrease in net sales for both the three and
nine-month periods of fiscal 2002 was specifically attributable to a lower
volume of units and software licenses shipped, as compared to the corresponding
periods of the prior fiscal year.

Factors negatively impacting net sales include:

-     reduced demand for our products resulting from deteriorating macro
economic conditions;

-     continued weakness in technology spending from Internet- and
technology-related customers;

-     decreased sales through indirect channels, including sales through our OEM
partners, representing 22.5% and 19.2% of total net sales for the three
and nine-month periods ended January 25, 2002, respectively, as compared
to 24.5% and 26.1% of total net sales for three and nine-month periods
ended January 26, 2001;

-     declining average selling price of the F700 filers and older caching
products; and

-     declining unit sales of our older products.

Net sales were favorably impacted by the following factors:

-     competitive advantage relating to pricing and technology;

-     a higher average selling price of our new products: our first
multiprocessor high-end F880, entry-level F85 filer products as well as
new NetCache(R) appliances and software features;

-     networked storage solutions that bundle filers with caching and content
delivery software providing for enterprise storage infrastructure and
disaster recovery capability;

-     competitive pricing advantage offered by the Total Cost of Ownership (TCO)
proposition in four aspects: lower acquisition cost, reduced
administrative overhead, minimized service cost and reduced downtime of
critical business applications;

13

-     data management and content delivery software offering a unique set of
features to ensure mission-critical availability, while reducing the
complexity of enterprise storage management;

-     increased sales from new industry verticals: energy, telecommunications,
financial services, manufacturing, life sciences and the government;

-     higher software subscription and service revenues to support a growing
installed base;

-     increased add-on software revenue from Multi-Protocol solutions;

-     introduction of NearStore(TM) appliances for business continuance and
online recovery; and

-     expansion of our sales organization to 915 as of January 25, 2002 from 870
as of January 26, 2001.

The overall net sales decline during the nine-month periods ended
January 25, 2002 compared to January 26, 2001 was generally attributed to the
same factors cited above. Additionally, net sales for the nine-month period of
fiscal 2002 was positively impacted by increased revenue from our content
delivery solutions compared to the same period a year ago.

International net sales (including United States exports) decreased by
25.1% and 11.7% for the three and nine-month periods ended January 25, 2002 as
compared to the same periods ended January 26, 2001, respectively. International
net sales were $83.0 million, or 41.8% of total net sales, and $236.9 million,
or 39.9% of total net sales, for the three and nine-month periods ended January
25, 2002, respectively. The decline in international sales for the three and
nine-month periods ended January 25, 2002 was primarily a result of a slower
demand in Europe and Asia Pacific markets offset by our increased sales and
marketing efforts internationally. We expect to continue to selectively add
sales capacity in an effort to expand domestic and international markets,
introduce new products, establish and expand new distribution channels and
increase product and company awareness. We believe our international net sales
will not increase in fiscal 2002 at the rate at which they grew in fiscal 2001.

Gross Margin -- Gross margin increased to 62.2% for the three-month
period ended January 25, 2002 from 60.6% for the three-month period ended
January 26, 2001. Gross margin decreased to 58.9% for the nine-month period
ended January 25, 2002 from 61.2% for the nine-month period ended January 26,
2001.

Gross margin was favorably impacted by:

-     lower costs of key components and subsystems;

-     favorable product and software mix;

-     a revision to previously estimated exposure of approximately $3.0 million
relating to purchase commitments on end of life products;

-     a faster-than-expected shift to our new high-density storage sub-system
due to favorable average selling price on the enclosures, electronics and
power systems sold with the disk systems;

-     higher average selling prices for our new products;

-     manufacturing overhead cost control and reduction efforts, including the
restructuring impact;

-     a December holiday facility shutdown; and

-     growth in software subscriptions due primarily to a larger installed base.

Gross margin was negatively impacted by:

-     the decrease in product sales volume;

-     sales price reductions due to competitive pricing pressure and selective
pricing discounts;

-     lower of cost or market adjustments to inventory;

-     decreased licensing of our software due to lower volume of units shipped;

-     lower average selling price of certain add-on software options; and

-     higher disk content with an expanded storage capacity for the higher-end
filers including the F840 and F880 filers.

The overall gross margin decline during the nine-month periods ended
January 25, 2002 compared to January 26, 2001 was generally attributed to the
same factors cited above for the third quarters of fiscal 2002 and 2001. In
addition, gross margin was also negatively impacted by increased investments in

14

customer service and positively impacted by the July and December partial
holiday shutdowns for the nine-month period ended January 25, 2002 compared to
the same period a year ago.

Sales and Marketing -- Sales and marketing expenses consist primarily of
salaries, commissions, advertising and promotional expenses and certain customer
service and support costs. Sales and marketing expenses decreased 12.8% to $66.7
million for the three-month period ended January 25, 2002 from $76.5 million for
the three-month periods ended January 26, 2001. These expenses were 33.6% and
26.5% of net sales for the three-month periods ended January 25, 2002 and
January 26, 2001, respectively. The decrease in absolute dollars was attributed
to various cost control and reduction measures, restructuring impact, lower
commission expenses and other profit-dependent payroll related expenses,
partially offset by the continued worldwide investment in our sales and customer
service organizations.

Sales and marketing expenses decreased 1.5% to $209.3 million for the
nine-month period ended January 25, 2002 from $212.6 million for the nine-month
period ended January 26, 2001. These expenses were 35.3% and 27.3% of net sales
for the nine-month periods ended January 25, 2002 and January 26, 2001,
respectively. The decrease in absolute dollars was primarily related to various
cost control and reduction measures, restructuring impact, lower commission
expenses and other profit-dependent payroll related expenses, partially offset
by the continued worldwide investment in our sales and customer service
organizations. Sales and marketing headcount increased to 1,225 at January 25,
2002 from 1,157 at January 26, 2001. We expect to continue to selectively add
sales capacity in an effort to expand domestic and international markets,
introduce new products, establish and expand new distribution channels and
increase product and company awareness. We do not expect to increase our sales
and marketing expenses materially in fiscal 2002.

Research and Development -- Research and development expenses consist
primarily of salaries and benefits, prototype expenses, non-recurring
engineering charges and fees paid to outside consultants. Research and
development expenses decreased 18.6% to $28.5 million for the three-month period
ended January 25, 2002 from $35.0 million for the three-month period ended
January 26, 2001. These expenses represented 14.3% and 12.1% of net sales for
the three-month periods ended January 25, 2002 and January 26, 2001,
respectively. Research and development expenses decreased 1.1% to $85.9 million
for the nine-month period ended January 25, 2002 from $86.8 million for the
nine-month period ended January 26, 2001. These expenses represented 14.5% and
11.1% of net sales for the nine-month periods ended January 25, 2002 and January
26, 2001, respectively. Research and development expenses decreased in absolute
dollars, primarily as a result of cost control, reduction in discretionary
spending efforts, restructuring impact, the two holiday facility shutdowns,
lower headcount, and lower profit-dependent payroll related expenses, partially
offset by the operating impact of the Orca and WebManage acquisitions.  Research
and development headcount decreased to 554 at January 25, 2002 from 568 at
January 26, 2001. We expect to continuously support current and future product
development and enhancement efforts, and incur prototyping expenses and
non-recurring engineering charges associated with the development of new 
products and technologies.

During the first quarter of fiscal 2002, we continued our enterprise
focus by introducing new networked storage solutions for global Information
Technology (IT) infrastructures, offering greater data availability and enhanced
disaster recovery:

-     NetApp(R) DataFabric(TM) Manager, a software package for global enterprise
and content delivery network deployments allowing IT staff to monitor and
configure multiple storage and content delivery appliances throughout a
network;

-     new Fibre Channel Fabric Tape Storage Area Network (SAN) Backup solutions,
along with leading data protection companies, underscoring our open
storage networking approach to data management;

-     DiskShelf14, a new 14-slot Fibre Channel disk drive shelf that holds up to
one terabyte of data. Customers will benefit from the increased data
storage and performance densities, which help to lower their overall cost
of storage;

-     SnapManager 1.1 for Microsoft(R) Exchange 5.5 environments, a new version
of the industry-leading online backup and rapid data recovery solution.
SnapManager 1.1 simplifies data

15

management by providing near instantaneous on-line backup and recovery,
faster response times, and enhanced Windows(R) 2000 support;

-     SecureShare(R) Quota Manager 2.0, a graphical user interface tool to
centrally manage and control hard and soft quotas on thousands of
Microsoft Windows NT(R)/2000 versions working with many Network Appliance
filers. The solution is based on the Microsoft Management Console standard
interface, and allows for a single point of control across multiple
filers.

During the second quarter of fiscal 2002, we outlined our network
storage strategy and launched new storage solutions for evolving data centers.
We began shipping the new F880 series filers, our first multiprocessor systems
that extend the high end of our networked storage solution. We also began
shipping five new software upgrades:

-   SnapManager(R) for Microsoft(R) Exchange 2000, our first block
access product for Windows 2000 environments;

-   New software releases designed to ease the deployment and management
of networked storage, including NetCache 5.2(R), which delivers
improved security and manageability in Windows 2000 environments and
Data Fabric(TM) Manager 1.1 software that allows customers to view
and centrally manage hundreds of terabytes of networked storage;

-   ContentDirector(TM) 2.0 and ContentReporter(TM) 3.0, content
distribution management software that automates and simplifies the
movement and management of streaming media, Web pages, and rich
content files from centralized storage locations to access points
around the world.

During the third quarter of fiscal 2002, we expanded on our network
storage vision with the introduction of NearStore, "near-line storage"
appliances for business continuance and online recovery. We launched the F87 for
remote office and branch office deployments and the F810 and F810c for
enterprises, broadening the price/performance levels of our entire line of
network storage systems.

Executing on our enterprise and commercial applications strategy, we
debuted SnapDrive(TM) for Microsoft(R) SQL Server(TM) 2000. SnapDrive uses
Virtual Local Disk (VLD) technology to present itself to SQL Server 2000 as a
SAN-style, locally attached device. The complementary solution is intended to
provide Microsoft SQL Server 2000 customers significantly increased levels of
data availability for their Microsoft platform at a proven, low total cost of
ownership.

We believe that our future performance will depend in large part on our
ability to maintain and enhance our current product line, develop new products
that achieve market acceptance, maintain technological competitiveness and meet
an expanding range of customer requirements. We intend to continuously expand
our existing product offerings and introduce new products and expect that
expenditures for these purposes will increase moderately in absolute dollars.
For the three and nine-month periods ended January 25, 2002 and January 26,
2001, no software development costs were capitalized.

General and Administrative -- General and administrative expenses
decreased 3.1% to $10.6 million for the three-month period ended January 25,
2002, from $10.9 million for the three-month period ended January 26, 2001.
These expenses represented 5.4% and 3.8% of net sales for the three-month
periods ended January 25, 2002 and January 26, 2001, respectively. Decreases in
absolute dollars were primarily due to cost control, reduction in discretionary
spending efforts, restructuring impact, the two holiday facility shutdowns and
lower profit-dependent payroll related expenses, partially offset by increased
headcount, expenses associated with initiatives to enhance enterprise-wide
management information systems, accrued general legal costs and an increase in
the allowance for bad debts. General and administrative expenses increased 4.8%
to $31.4 million for the nine-month period ended January 25, 2002, from $30.0
million for the nine-month period ended January 26, 2001. These expenses
represented 5.3% and 3.8% of net sales for the nine-month periods ended January
25, 2002 and January 26, 2001, respectively. Increases in absolute dollars were
primarily due to increased headcount, expenses associated with initiatives to
enhance enterprise-wide management information systems, accrued general legal
costs and an increase in the allowance for bad debts, partially offset by cost
control, reduction in discretionary spending efforts, restructuring impact, the
two holiday facility shutdowns and lower profit-dependent

16

personnel related expenses. General and administrative headcount increased to
274 at January 25, 2002 from 238 at January 26, 2001.

Amortization of Intangible Assets -- Amortization of intangible assets
represents the amortization on acquired intangible assets and the excess of the
aggregate purchase price over the fair value of the tangible and identifiable
intangible assets acquired by us. Intangible assets as of January 25, 2002,
including goodwill, existing workforce and technology, are being amortized over
estimated useful lives of three to five years. We assess the recoverability of
intangible assets by determining whether the amortized asset over its useful
life may be recovered through estimated useful cash flows. Amortization of
intangible assets charged to operations was $5.2 million and $4.6 million,
respectively, in the third quarter of fiscal 2002 and 2001. Amortization of
intangible assets charged to operations increased due to the acquisition impact
of WebManage occurring in the third quarter of fiscal 2001 and was $15.7 million
and $6.5 million, respectively, for the nine-month periods ended January 25,
2002 and January 26, 2001.

In-process Research and Development -- We incurred in-process research
and development charges of approximately $26.7 million in the first quarter of
fiscal 2001 related to the acquisition of Orca. The purchase price of the
transaction was allocated to the acquired assets and liabilities based on their
estimated fair values as of the date of the acquisition. Approximately $26.7
million was allocated to in-process research and development and charged to
operations, because the acquired technology had not reached technological
feasibility and had no alternative uses. The value was determined by estimating
the costs to develop the acquired in-process technology into commercially viable
products, estimating the resulting net cash flows from such projects, and
discounting the net cash flows back to their present value. The discount rate
included a factor that took into account the uncertainty surrounding the
successful development of the acquired in-process technology. These estimates
are subject to change, given the uncertainties of the development process, and
no assurance can be given that deviations from these estimates will not occur.
Excluding the charge that may result from the remaining 132,249 contingently
issuable common shares, research and development costs to bring the products
from Orca to technological feasibility are not expected to have a material
impact on our future results of operations or financial condition. Costs
incurred prior to establishment of technological feasibility are charged to
research and development expense and have not been material through January 25,
2002.

The Orca acquisition has been successfully utilized for the design and
development of the Direct Access File System (DAFS) protocol. By eliminating
much of the traditional operating system overhead, DAFS allows for improved I/O
performance while using fewer CPU cycles. The protocol leverages next generation
networking technologies that provide remote memory transfer capabilities (RDMA)
found in VI and Infiniband. This protocol has good industry support and is now
under consideration as an industry standard. We expect to deliver DAFS capable
product in first half of calendar 2002. However, there is risk associated with
the completion of the in-process project and there can be no assurance that such
project will meet with either technological or commercial success. Failure to
successfully develop and commercialize this in-process project would result in
the loss of the expected economic return inherent in the fair value allocation.
Additionally, the value of other intangible assets acquired may become impaired.
The risks associated with the research and development are still considered high
and no assurance can be made that upcoming products will meet market
expectations or gain market acceptance.

Stock Compensation -- We account for stock-based employee compensation
arrangements in accordance with provisions of APB No. 25, "Accounting for Stock
Issued to Employees," and comply with the provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," for non-employee compensation awards.
Accordingly, we recognize the intrinsic value for employees and the fair value
for non-employees as stock compensation expense over the vesting terms of the
awards. Stock compensation expenses were $1.1 million and $1.1 million in the
third quarter of fiscal 2002 and 2001, respectively. For the nine-month periods,
stock compensation expenses increased to $5.8 million in fiscal 2002 from $2.0
million in fiscal 2001, respectively for those periods. This increase was
primarily attributable to the recognition of stock compensation on options
assumed in the WebManage acquisition and the issuance of 132,248 contingently
issuable milestones shares relating to Orca valued at $2.4 million.

Restructuring charges -- In August 2001, we implemented a restructuring
plan, which included a reduction in workforce of approximately 200 employees and
a consolidation of facilities. The action was

17

required to properly align and manage the business commensurate with our current
revenue levels. All functional areas of the Company were affected by the
reduction. We completed our actions during the second quarter of fiscal 2002. As
a result of this restructuring, we incurred a charge of approximately $8.0
million. The restructuring charge included approximately $4.8 million of
severance-related amounts, $2.7 million of committed excess facilities and
facility closure costs, and $0.5 million in fixed assets write off. As of
January 25, 2002, $2.5 million of accrued committed excess facility costs and
other severance-related amounts remained outstanding. Of this amount,
approximately $2.3 million was included in other accrued liabilities and the
remaining $0.2 million classified as long-term obligations. We currently expect
that the facility closures and activities to which all of these charges relate
will be substantially completed within one year of the commitment date of the
exit plan, except for certain long-term contractual obligations. We also expect
annual cost savings of approximately $26.1 million as a result of restructuring
and reduction in force actions taken in the second quarter of fiscal 2002.

Interest income and other, net -- Interest income and other, net, was
$3.6 million and $7.2 million for the three-month periods ended January 25, 2002
and January 26, 2001, respectively. During the nine-month period ended January
25, 2002, interest income and other, net was $13.8 million, as compared to $17.1
million in the corresponding period of the prior year. The decrease in interest
income was primarily due to lower average interest rates, partially offset by
higher average investment balances from cash, short-term investments and
restricted cash generated from operations. We expect interest income to decline
further in the fourth quarter of fiscal 2002, as existing investments mature and
proceeds are reinvested in a lower interest-rate environment. The three and
nine-month periods of fiscal 2002 included losses from foreign currency
transactions as compared to gains for the same periods in fiscal 2001.

Impairment loss on investments -- We perform periodic reviews of our
investments for impairment. Our investments in publicly held companies are
generally considered impaired when a decline in the fair value of an investment
as measured by quoted market prices is less than its carrying value and such a
decline is not considered temporary. Our investments in privately held companies
are considered impaired when a review of the investees' operations and other
indicators of impairment indicate that the carrying value of the investment is
not likely to be recoverable. Such indicators include, but are not limited to,
limited capital resources, limited prospects of receiving additional financing,
and prospects for liquidity of the related securities. In the second quarter of
fiscal 2002, we recorded a non cash, other-than-temporary write down of $13.0
million related to impairments of our investments in publicly traded and private
companies. During the third quarters of fiscal 2002 and 2001, we sold shares of
certain marketable equity securities and the realized gains for those periods
were not material.

Provision (Benefit), for Income Taxes -- For the nine-month period ended
January 25, 2002, we applied an annual rate of 18% to pretax loss and have
recorded an adjustment in the current quarter to reflect this rate. For the
three and nine-month periods ended January 26, 2001, our effective tax rate was
34.5%, which excluded the effect of non deductible amortization of goodwill and
the write-off of acquired in-process research and development. Our estimate is
based on existing tax laws and our current projections of income/(loss) and
distributions of income/(loss) among different entities and tax jurisdictions,
and is subject to change, based primarily on varying levels of profitability.

LIQUIDITY AND CAPITAL RESOURCES

As of January 25, 2002, as compared to the April 30, 2001 balances, our
cash, cash equivalents and short-term investments increased by $39.6 million to
$403.6 million. Working capital increased by $20.2 million to $436.9 million. We
generated cash from operating activities totaling $88.2 million and $179.3
million for the nine-month periods ended January 25, 2002 and January 26, 2001,
respectively. Net cash provided by operating activities for the nine-month
period ended January 25, 2002 was principally related to decreases in accounts
receivable, and increases in other accrued liabilities, deferred revenue,
coupled with depreciation, impairment loss on investments, amortization of
intangibles and stock compensation, partially offset by net loss of $4.7
million, decreases in accounts payable, income taxes payable, accrued
compensation and related benefits and increases in inventories.

18

In addition to lower net income in fiscal 2002, the primary factors that
impacted the period-to-period change in cash flows relating to operating
activities included the following:

-   lower accounts receivable balances due to lower sales and more
collections in the first nine-month period of fiscal 2002;

-   non-cash acquisition-related charges, stock compensation, impairment
loss on investments, provision for doubtful accounts and
depreciation included in net income (loss);

-   increased accrued liabilities relating to the restructuring; and

-   an increase in deferred sales related to service and software
subscriptions.

The above factors were partially offset by the effects of:

-   decreased balances for accounts payable due to lower levels of
business activity in the nine-month period of fiscal 2002;

-   decreased accrued compensation and related benefits due to payouts
of profit dependent personnel expenses accrued in fiscal 2001 and
paid in fiscal 2002, vacation taken during the July and December
2001 holidays' facility shutdowns and lower commission accrual as a
result of lower levels of sales;

-   increased inventory levels due to preparation in ramping our new
NearStore product; and

-   decreased income taxes payable, primarily reflecting lower
profitability in fiscal 2002.

As a result of the restructuring actions implemented in the second
quarter of fiscal 2002, we believe that cash operating expenses are likely to
decline in the remainder of fiscal 2002.

Since we have curtailed capital expenditures, purchases of property and
equipment were only $22.5 million in the nine-month period of fiscal 2002,
compared to $59.9 million the same period a year ago. The decrease was primarily
attributed to the slowdown in hiring and various cost control and cutting
measures. We have used $95.3 million and $47.3 million during the nine-month
periods ended January 25, 2002 and January 26, 2001, respectively, for net
purchases of short-term investments. In the first quarter of fiscal 2001, we
acquired Orca for a purchase price of approximately $50.0 million, including
common stock, contingently issuable common stock, assumed options, cash payments
of $2.0 million and related transaction costs. In the third quarter, we acquired
WebManage for a purchase price of approximately $59.4 million, including common
stock, assumed options, cash payments of $5.0 million and related transaction
costs. Investing activities in the nine-month period ended January 25, 2002 also
included new equity investments of $0.9 million.

We have used $26.0 million and $123.2 million during the nine-month
periods ended January 25, 2002 and January 26, 2001, respectively, from
financing activities, primarily from the increase in restricted cash (see "
Commitments" Note 9 to Notes to Condensed Consolidated Financial Statements)
partially offset by proceeds from the sale of common stock. The decrease in cash
provided by sales of common stock for the nine-month period ended January 25,
2002, compared to the corresponding period of the prior fiscal year, was
primarily due to lower stock option exercise proceeds as a result of the decline
in our stock price.

We have commitments related to operating lease arrangements for our
headquarters site in Sunnyvale, California, under which we have options to
purchase various properties at the expiration or termination of the leases for
$309.0 million, or arrange for the sale of the property to third parties for at
least $309.0 million with a contingent liability for any deficiency. If the
property is not purchased or sold as described above, we will be obligated for
guaranteed residual amounts of approximately $212.9 million. These lease
arrangements required the creation and maintenance of a cash collateral account
that limits the liquidity of $251.0 million of our cash, which is classified as
non-current assets on our balance sheet. The leases are for five years and can
be renewed for two five-year periods, subject to the approval of the lessor. The
lease payments will vary based on LIBOR (1.8% at January 25, 2002) plus a 
spread of 30 basis points.

19

The lease agreements, amended effective January 25, 2002, require us to
comply with certain financial covenants, which include maintaining a minimum
unencumbered cash and cash equivalents; a minimum tangible net worth; a minimum
quick ratio; a minimum fixed charge coverage; a minimum profitability and a
maximum leverage ratio. At January 25, 2002, we did not meet the maximum
leverage ratio. We received an amendment effective January 25, 2002 that cured
the violation. The amendment modified the definition of debt for purposes of
calculating the financial covenants to exclude all synthetic lease obligations
with the lessor. Under the terms of the amended agreement, we are also required
to maintain a mandatory restricted cash collateral at 100% of the lease
arrangement.

Our capital and liquidity requirements depend on numerous factors,
including risks relating to fluctuating operating results, continued growth in
the network storage and content delivery markets, customer and market acceptance
of our products, dependence on new products, rapid technological change,
dependence on qualified technical and sales personnel, risk inherent in our
international operations, competition, reliance on a limited number of
suppliers, dependence on proprietary technology, intellectual property rights,
the value of our investments in equity securities and real estate and other
factors. We believe that our existing liquidity and capital resources, including
the available amounts under our $5.0 million line of credit, our operating cash
flow and synthetic lease arrangements, are sufficient to fund our operations for
at least the next twelve months.

NEW ACCOUNTING STANDARDS

Effective May 1, 2001, we adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
Under SFAS No. 133, certain contracts that were not formerly considered
derivatives may now meet the definition of a derivative. SFAS No. 133 requires
that all derivatives be recognized as either assets or liabilities at fair
value. Derivatives that are not designated as hedges are adjusted to fair value
through earnings. If the derivative is designated as a hedge, depending on the
nature of the exposure being hedged, changes in fair value will either be offset
against the change in fair value of the hedged asset, liability, or firm
commitment through earnings, or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of the hedge
is recognized in earnings immediately.

As a result of our significant international operations, we are subject
to risks associated with fluctuating exchange rates. We use foreign currency
forward contracts, to attempt to minimize the impact of exchange rate movements
on our balance sheet relating to certain foreign currency assets and
liabilities. Gains and losses on these undesignated derivatives offset gains and
losses on the assets and liabilities being hedged and the net amount is included
in earnings. For the first quarter of fiscal 2002, net losses generated by
hedged assets and liabilities totaled approximately $0.2 million, which were
offset by gains on the related derivative instruments of approximately $0.3
million. For the second quarter of fiscal 2002, net gains generated by hedged
assets and liabilities totaled approximately $1.1 million, which were offset by
losses on the related derivative instruments of approximately $1.6 million. For
the third quarter of fiscal 2002, net losses generated by hedged assets and
liabilities totaled $1.4 million, which were offset by gains on the related
derivative instruments of $0.9 million. We do not enter into derivative
financial instruments for speculative or trading purposes.

Currently, we do not enter into any foreign exchange forward contracts
to hedge exposures related to forecasted transactions, firm commitments or
equity investments. The adoption of SFAS No. 133 did not have a significant
impact on our financial position, results of operations or cash flow.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets". Under SFAS No. 141, all
business combinations initiated after June 30, 2001 must be accounted for using
the purchase method. Under SFAS No. 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually for
impairment (or more frequently if indicators of impairment arise). Separable
intangible assets that are not deemed to have indefinite lives will continue to
be amortized over their useful

20

lives (but with no maximum life). The amortization provisions of SFAS No. 142
apply to goodwill and intangible assets acquired after June 30, 2001. With
respect to goodwill and intangible assets acquired prior to July 1, 2001, we are
required to adopt SFAS No. 142 effective April 27, 2002. Upon adoption of SFAS
No. 142, we will stop the amortization of goodwill with a net carrying value of
approximately $48.9 million at April 26, 2002 and the annual amortization of
$14.6 million that resulted from business combinations initiated prior to the
adoption. We will evaluate goodwill under the SFAS No. 142 transitional
impairment test. Any transitional impairment loss will be recognized as a change
in accounting principle on the date of adoption. If any impairment of goodwill
is recognized, under existing accounting rules, prior to the date of adoption,
the loss will be charged to operating expenses.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Assets to Be Disposed Of." Adoption of SFAS No. 144 is
required for our fiscal year beginning April 27, 2002. We are currently
evaluating the potential impact of adoption of SFAS No. 144 on our financial
position and results of operations and have not yet determined the impact of
adopting this statement.

RISK FACTORS

The following risk factors and other information included in this Form
10-Q should be carefully considered. The risks and uncertainties described below
are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we presently deem less significant may also impair our
business operations. If any of the following risks actually occur, our business,
operating results, and financial condition could be materially adversely
affected.

FACTORS BEYOND OUR CONTROL COULD CAUSE OUR QUARTERLY RESULTS TO FLUCTUATE.

Although we did experience significant revenue growth in periods prior
to the third quarter of fiscal 2001, this growth was not indicative of our
operating results in the last twelve months. As a result, we believe that
period-to-period comparisons of our results of operations are not necessarily
meaningful and should not be relied upon as indicators of future performance.
Many of the factors that could cause our quarterly operating results to
fluctuate significantly in the future are beyond our control and include the
following:

-   general economic trends;

-   global trends related to Information Technology spending;

-   demand for storage and content delivery products;

-   the level of competition in our target product markets;

-   the size, timing, and cancellation of significant orders;

-   product configuration and mix;

-   market acceptance of new products and product enhancements;

-   new product announcements or introductions by us or our competitors;

-   deferrals of customer orders in anticipation of new products or product
enhancements;

-   changes in pricing by us or our competitors;

-   our ability to develop, introduce, and market new products and
enhancements in a timely manner;

-   supply constraints;

-   technological changes in our target product markets;

-   the levels of expenditure on research and development and expansion of
our sales and marketing programs; and

-   seasonality.

Current global economic and political factors, including terrorism,
could harm our business. Weak economic conditions, terrorist actions, and the
effects of ongoing military actions against terrorists could lead to significant
business interruptions. If such disruptions result in cancellations of customer

21

orders, a general decrease in corporate spending on information technology, or
direct impacts on our marketing, manufacturing, financial functions or our
suppliers' logistics function, our results of operations and financial condition
could be adversely affected.

In addition, sales for any future quarter may vary and accordingly be
inconsistent with our plans. We generally operate with limited order backlog
because our products are typically shipped shortly after orders are received. As
a result, product sales in any quarter are generally dependent on orders booked
and shipped in that quarter. Product sales are also difficult to forecast
because the network storage market is rapidly evolving and our sales cycle
varies substantially from customer to customer.

Due to all of the foregoing factors, it is possible that in one or more
future quarters our results may fall below the expectations of public market
analysts and investors, as was the case during the last two quarters of fiscal
2001. In such event, the trading price of our common stock would likely
decrease.

OUR GROSS MARGINS MAY VARY BASED ON THE CONFIGURATION OF OUR PRODUCTS.

We derive a significant portion of our sales from the resale of disk
drives as components of our filers, and the resale market for hard disk drives
is highly competitive and subject to intense pricing pressures. Our sales of
disk drives generate lower gross margin percentages than those of our filer
products. As a result, as we sell more highly configured systems with greater
disk drive content, overall gross margin percentages will be negatively
affected. Conversely, we believe our increased licensing of add-on software
products may favorably impact gross margins.

Our gross margins have been and may continue to be affected by a variety
of other factors, including:

-   demand for storage and content delivery products;

-   discount levels and price competition;

-   direct versus indirect sales;

-   the mix of software as a percentage of revenue;

-   the mix and average selling prices of products;

-   new product introductions and enhancements;

-   excess inventory purchase commitments as a result of changes in demand
forecast and possible product and software defects as we transition our
products; and

-   the cost of components, manufacturing labor, and quality.

A SIGNIFICANT PERCENTAGE OF OUR EXPENSES ARE FIXED WHICH COULD AFFECT OUR NET
INCOME.

Our expense levels are based in part on our expectations as to future
sales and a significant percentage of our expenses are fixed. As a result, if
sales levels are below expectations or previously higher levels, as was the case
during the second half of fiscal 2001 and the first three quarters of fiscal
2002, net income will be disproportionately affected.

OUR FUTURE FINANCIAL PERFORMANCE DEPENDS ON GROWTH IN THE NETWORK STORAGE AND
CONTENT DELIVERY MARKET AND ANY LACK OF GROWTH WILL HAVE A MATERIAL ADVERSE
EFFECT ON OUR OPERATING RESULTS.

All of our products address the storage and content delivery market.
Accordingly, our future financial performance will depend in large part on
continued growth in the storage and content delivery market and on emerging
standards in these markets. We cannot assure you that the market for storage and
content delivery will continue to grow or that emerging standards in these
markets will not adversely affect the growth of UNIX, Windows NT and the World
Wide Web server markets. In addition, our business also depends on general
economic and business conditions. A reduction in demand for network storage and
content delivery caused by weakening economic conditions and decreases in
corporate spending has resulted in decreased revenues or lower revenue growth
rates. The network storage and content delivery market growth declined
significantly beginning in the third quarter of fiscal 2001, causing both our
revenues and operating results to decline. If the network storage and content
delivery markets grow more slowly than anticipated or if network storage and
content delivery based on emerging standards other than those adopted by us
become increasingly accepted by the market, our operating results could be
materially adversely affected.

22

THE MARKET PRICE FOR OUR COMMON STOCK HAS FLUCTUATED SIGNIFICANTLY IN THE PAST
AND WILL LIKELY CONTINUE TO DO SO IN THE FUTURE.

The market price for our common stock has been volatile in the past, and
several factors could cause the price to fluctuate substantially in the future.

These factors include:

-   fluctuations in our operating results;

-   fluctuations in the valuation of companies perceived by investors to be
comparable to us;

-   a shortfall in revenues or earnings compared to securities analysts'
expectations;

-   changes in analysts' recommendations or projections;

-   announcements of new products, applications or product enhancements by
us or our competitors; and

-   changes in our relationships with our suppliers, customers and strategic
partners.

In addition, the stock market has experienced volatility that has
particularly affected the market prices of equity securities of many high
technology companies. Additionally, certain macro economic factors such as
changes in interest rates as well as market climate for the high technology
sector could also have an impact on the trading price of our stock. As a result,
the market price of our common stock may fluctuate significantly in the future
and any broad market decline, as well as our own operating results, may
materially adversely affect the market price of our common stock.

THE SUCCESS OF OUR NETCACHE APPLIANCE PRODUCTS DEPENDS UPON MARKET ACCEPTANCE OF
CACHING TECHNOLOGY AND CONTINUED GROWTH IN THE CONTENT DELIVERY MARKET.

In late 1997, we released our NetCache appliance products, a new
category of hardware-based Internet caching appliances designed to speed and
manage the delivery of information stored on the Web. However, hardware-based
caching technology is still developing.

Our future financial performance will depend in part on the acceptance
of caching technology and the acceptance of our NetCache appliance products. We
cannot assure you that the caching appliance market will continue to grow at
previous rates or at all.

IF WE ARE UNABLE TO DEVELOP AND INTRODUCE NEW PRODUCTS AND RESPOND TO
TECHNOLOGICAL CHANGE, OR IF OUR NEW PRODUCTS DO NOT ACHIEVE MARKET ACCEPTANCE,
OUR OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED.

Our future growth depends upon the successful development and
introduction of new hardware and software products. Due to the complexity of
storage sub-systems and Internet caching devices, and the difficulty in gauging
the engineering effort required to produce new products, such products are
subject to significant technical risks. However, we cannot assure you that any
of our new products will achieve market acceptance. Additional product
introductions in future periods may also impact the sales of existing products.
In addition, our new products must respond to technological changes and evolving
industry standards. If we are unable, for technological or other reasons, to
develop and introduce new products in a timely manner in response to changing
market conditions or customer requirements, or if such products do not achieve
market acceptance, our operating results could be materially adversely affected.

WE DEPEND ON ATTRACTING AND RETAINING QUALIFIED TECHNICAL AND SALES PERSONNEL.

Our continued success depends, in part, on our ability to identify,
attract, motivate and retain qualified technical and sales personnel. Because
our future success is dependent on our ability to continue to enhance and
introduce new products, we are particularly dependent on our ability to
identify, attract, motivate and retain qualified engineers with the requisite
education, backgrounds and industry experience. Competition for qualified
engineers, particularly in Silicon Valley, is intense. The loss of the services
of a significant number of our engineers or sales people could be disruptive to
our development efforts or business relationships and could materially adversely
affect our operating results.

RISKS INHERENT IN OUR INTERNATIONAL OPERATIONS COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR OPERATING RESULTS.

23

We conduct business internationally. International customers (including
United States exports) were approximately 41.8% and 39.9% of our net sales for
the three and nine-month periods ended January 25, 2002, respectively.
Accordingly, our future operating results could be materially adversely affected
by a variety of factors, some of which are beyond our control, including
regulatory, political or economic conditions in a specific country or region,
trade protection measures and other regulatory requirements and government
spending patterns.

Our international sales are denominated in U.S. dollars and in foreign
currencies. An increase in the value of the U.S. dollar relative to foreign
currencies could make our products more expensive and, therefore, potentially
less competitive in foreign markets. For international sales and expenditures
denominated in foreign currencies, we are subject to risks associated with
currency fluctuations. We hedge risks associated with foreign currency
transactions in order to minimize the impact of changes in foreign currency
exchange rates on earnings. We utilize forward contracts to hedge trade and
intercompany receivables and payables. All hedge contracts are marked to market
through earnings every period. There can be no assurance that such hedging
strategy will be successful and that currency exchange rate fluctuations will
not have a material adverse effect on our operating results.

Additional risks inherent in our international business activities
generally include, among others, longer accounts receivable payment cycles,
difficulties in managing international operations and potentially adverse tax
consequences. Such factors could materially adversely affect our future
international sales and, consequently, our operating results.

Although operating results have not been materially adversely affected
by seasonality in the past, because of the significant seasonal effects
experienced within the industry, particularly in Europe, our future operating
results could be materially adversely affected by seasonality.

We cannot assure you that we will be able to maintain or increase
international market demand for our products.

AN INCREASE IN COMPETITION COULD MATERIALLY ADVERSELY AFFECT OUR OPERATING
RESULTS.

The storage and content delivery markets are intensely competitive and
are characterized by rapidly changing technology.

In the storage market, our filer appliances and data management software
compete primarily against storage products and data management software from EMC
Corporation, Hitachi Data Systems, Compaq Computer Corporation, Sun
Microsystems, Inc., Hewlett-Packard Company, and IBM Corporation. We also
encounter less frequent competition from companies including MTI Corp., Procom
Technology, LSI Logic Corp., and Auspex Systems, Inc.

In the content delivery market, our NetCache appliances and content
delivery software compete against caching appliance and content delivery
software vendors including Cisco Systems, Inc., CacheFlow, Inc., Inktomi Corp.,
Akamai Technologies, Inc., and Volera.

This past year has seen an increasing number of new, privately held
companies attempting to enter our markets, some of which may become significant
competitors in the future.

We believe that the principal competitive factors affecting our market
include but are not limited to:

-   Response time and performance

-   Scalability

-   Data availability

-   Multiprotocol data sharing

-   Acquisition price and low overall total cost of ownership

-   Ease-of-use and deployment

-   Customer service and support

Although we believe that our products currently compete favorably with
respect to these factors, we can not assure you that we can maintain our
competitive position against current and potential

24

competitors, especially those with significantly greater financial, marketing,
service, support, technical, and other resources.

Increased competition could result in price reductions, reduced gross
margins and loss of market share, any of which could materially adversely affect
our operating results. Our competitors may be able to respond more quickly than
we can to new or emerging technologies and changes in customer requirements, or
devote greater resources to the development, promotion, sale and support of
their products. In addition, current and potential competitors have established
or may establish cooperative relationships among themselves or with third
parties. Accordingly, it is possible that new competitors or alliances among
competitors may emerge and rapidly acquire significant market share. We cannot
assure you that we will be able to compete successfully against current or
future competitors. Competitive pressures we face could materially adversely
affect our operating results.

WE RELY ON A LIMITED NUMBER OF SUPPLIERS AND ANY DISRUPTION OR TERMINATION OF
THESE SUPPLY ARRANGEMENTS COULD DELAY SHIPMENT OF OUR PRODUCTS AND COULD
MATERIALLY ADVERSELY AFFECT OUR OPERATING RESULTS.

We rely on a limited number of suppliers of several key components
utilized in the assembly of our products. We purchase most of our disk drives
through a single supplier. We purchase computer boards and microprocessors from
a limited number of suppliers. Our reliance on a limited number of suppliers
involves several risks, including:

-   a potential inability to obtain an adequate supply of required
components because we do not have long-term supply commitments;

-   supplier capacity constraints;

-   price increases;

-   timely delivery; and

-   component quality.

In the future, we intend to increasingly rely on contract manufacturers
to assemble our products. If our contract manufacturers' operations were
interrupted for any reason, our ability to meet scheduled product deliveries to
customers would be materially adversely affected.

Component quality is particularly significant with respect to our
supplier of disk drives. In order to meet product performance requirements, we
must obtain disk drives of extremely high quality and capacity. In addition,
there are periodic supply and demand issues for disk drives, microprocessors and
for semiconductor memory components, which could result in component shortages,
selective supply allocations and increased prices of such components. We cannot
assure you that we will be able to obtain our full requirements of such
components in the future or that prices of such components will not increase. In
addition, problems with respect to yield and quality of such components and
timeliness of deliveries could occur. Disruption or termination of the supply of
these components could delay shipments of our products and could materially
adversely affect our operating results. Such delays could also damage
relationships with current and prospective customers.

WE MAY INCUR PROBLEMS WITH CURRENT OR FUTURE EQUITY INVESTMENTS AND ACQUISITIONS
AND THESE INVESTMENTS MAY NOT ACHIEVE OUR OBJECTIVES.

We are continuously evaluating alliances and external investment in
technologies related to our business. We have already made strategic investments
in a number of network storage related technology companies and acquired two
companies since the beginning of fiscal 2001. Equity investments may result in
the loss of investment capital. The market price and valuation of our equity
investments in these companies may fluctuate due to market conditions and other
circumstances over which we have little or no control. To the extent that the
fair value of these securities is less than our cost over an extended period of
time, our results of operations and financial position could be negatively
impacted. In the second quarter of fiscal 2002, we recorded a non cash,
other-than-temporary write down of $13.0 million related to impairments of our
investments in publicly traded and private companies.

Acquisitions of companies or products and alliances and strategic
investments entail numerous risks, and we may not be able to successfully
integrate acquired operations and products or to realize anticipated synergies,
economies of scale, or other value. In addition, we may experience a diversion
of management's attention, the loss of key employees of acquired operations or
the inability to recover strategic investments in development stage entities.
Any such problems could have a material adverse effect on our business,
financial condition and results of operation.

25

WE DO NOT HAVE EXCLUSIVE RELATIONSHIPS WITH OUR DISTRIBUTORS AND ACCORDINGLY
THERE IS A RISK THAT THOSE DISTRIBUTORS MAY GIVE HIGHER PRIORITY TO PRODUCTS OF
OTHER SUPPLIERS, WHICH COULD MATERIALLY ADVERSELY AFFECT OUR OPERATING RESULTS.

Our distribution customers generally offer products of several different
companies, including products of our competitors. Accordingly, there is risk
that these distributors may give higher priority to products of other suppliers,
which could materially adversely affect our operating results.

UNDETECTED SOFTWARE ERRORS OR FAILURES FOUND IN NEW PRODUCTS MAY RESULT IN LOSS
OF OR DELAY IN MARKET ACCEPTANCE OF OUR PRODUCTS WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR OPERATING RESULTS.

Our products may contain undetected software errors or failures when
first introduced or as new versions are released. Despite testing by us and by
current and potential customers, errors may not be found in new products until
after commencement of commercial shipments, resulting in loss of or delay in
market acceptance, which could materially adversely affect our operating
results.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY WE MAY BE SUBJECT TO
INCREASED COMPETITION THAT COULD MATERIALLY ADVERSELY AFFECT OUR OPERATING
RESULTS.

Our success depends significantly upon our proprietary technology. We
currently rely on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures, contractual provisions and patents to protect our
proprietary rights. We seek to protect our software, documentation and other
written materials under trade secret, copyright and patent laws, which afford
only limited protection. Other United States trademarks and some of the other
United States--registered trademarks are registered internationally as well. We
will continue to evaluate the registration of additional trademarks as
appropriate. We generally enter into confidentiality agreements with our
employees and with our resellers and customers. We currently have multiple
United States and international patent applications pending and multiple United
States patents issued. The pending applications may not be approved and if
patents are issued, such patents may be challenged. If such challenges are
brought, the patents may be invalidated. We cannot assure you that we will
develop proprietary products or technologies that are patentable, that any
issued patent will provide us with any competitive advantages or will not be
challenged by third parties, or that the patents of others will not materially
adversely affect our ability to do business.

Litigation may be necessary to protect our proprietary technology. Any
such litigation may be time-consuming and costly. Despite our efforts to protect
our proprietary rights, unauthorized parties may attempt to copy aspects of our
products or to obtain and use information that we regard as proprietary. In
addition, the laws of some foreign countries do not protect proprietary rights
to as great an extent as do the laws of the United States. We cannot assure you
that our means of protecting our proprietary rights will be adequate or that our
competitors will not independently develop similar technology, duplicate our
products or design around patents issued to us or other intellectual property
rights of ours.

We are subject to intellectual property infringement claims. We may,
from time to time receive claims that we are infringing third parties'
intellectual property rights. Third parties may in the future claim infringement
by us with respect to current or future products, patents, trademarks or other
proprietary rights. We expect that companies in the appliance market will
increasingly be subject to infringement claims as the number of products and
competitors in our industry segment grows and the functionality of products in
different industry segments overlaps. Any such claims could be time-consuming,
result in costly litigation, cause product shipment delays, require us to
redesign our products or require us to enter into royalty or licensing
agreements, any of which could materially adversely affect our operating
results. Such royalty or licensing agreements, if required, may not be available
on terms acceptable to us or at all.

PROTECTIVE ANTI-TAKEOVER PROVISIONS IN OUR CHARTER AND BYLAWS COULD MATERIALLY
ADVERSELY AFFECT STOCKHOLDERS.

In November 2001, we reincorporated in Delaware. Under Delaware law and
our charter documents, our board of directors is authorized to take actions that
could deter a third party from acquiring our stock. For example, the board of
directors could adopt a stockholder rights plan, a third party acquiring at
least 15% of our outstanding stock would be subject to the restrictions of
Section 203 of the Delaware General Corporation Law, and the board of directors
could issue up to 5,000,000 shares of preferred stock with rights senior to the
outstanding common stock.

26

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk related to fluctuations in interest rates,
market prices and foreign currency exchange rates. We use certain derivative
financial instruments to manage these risks. We do not use derivative financial
instruments for speculative or trading purposes. All financial instruments are
used in accordance with Board-approved policies.

Market Interest and Interest Income Risk

Interest and Investment Income -- As of January 25, 2002, we had
short-term investments of $188.1 million. Our investment portfolio primarily
consists of highly liquid investments with original maturities at the date of
purchase between three and twelve months and investment in marketable equity
securities in certain technology companies. These highly liquid investments,
consisting primarily of government and corporate debt securities, are subject to
interest rate and interest income risk and will decrease in value if market
interest rates increase. A hypothetical 10 percent increase in market interest
rates from levels at January 25, 2002, would cause the fair value of these
short-term investments to decline by an immaterial amount. Because we have the
ability to hold these investments until maturity we would not expect any
significant decline in value of our investments caused by market interest rate
changes. Declines in interest rates over time will, however, reduce our interest
income. We do not use derivative financial instruments in our investment
portfolio.

Operating Lease Commitments -- As of January 25, 2002, we have
outstanding lease commitments to a third-party entity under operating lease
agreements, which vary based on a monthly LIBOR rate plus a spread. A
hypothetical 10 percent increase in interest rates would increase our annual
rent expense under operating lease commitments by approximately $0.7 million.
Increases in interest rates could, however, increase our rent expenses
associated with future lease payments. We do not currently hedge against
interest rate increases. Our investment portfolio offers a natural hedge against
interest rate risk from our operating lease commitments in the event of a
significant increase in the market interest rate. Moreover, a total of $251.0
million in operating leases are collateralized with investments that have
similar, and thus offsetting, interest rate characteristics.

Market Price Risk

Equity Securities -- We are also exposed to market price risk on our
equity security included in our short-term investments. Such investment is in a
publicly traded company in the volatile high-technology industry sector. We do
not attempt to reduce or eliminate our market exposure on these securities and
as a result, the amount of income and cash flow that we ultimately realize from
these investments in future periods may vary materially from the current
unrealized amount. A 50% adverse change in the equity price would result in an
approximate $0.4 million decrease in the fair value of our equity security as of
January 25, 2002.

The hypothetical changes and assumptions discussed above will be
different from what actually occurs in the future. Furthermore, such
computations do not anticipate actions that may be taken by management, should
the hypothetical market changes actually occur over time. As a result, the
effect on actual earnings in the future will differ from those described above.

Foreign Currency Exchange Rate Risk

We hedge risks associated with foreign currency transactions in order to
minimize the impact of changes in foreign currency exchange rates on earnings.
We utilize forward contracts to hedge against the short-term impact of foreign
currency fluctuations on certain assets and liabilities denominated in foreign
currencies. All hedge instruments are marked to market through earnings every
period. We believe that these forward contracts do not subject us to undue risk
due to foreign exchange movements because gains and losses on these contracts
are offset by losses and gains on the underlying assets and liabilities.

27

All contracts have a maturity of less than one year and we do not defer
any gains and losses, as they are all accounted for through earnings every
period.

The following table provides information about our foreign exchange
forward contracts outstanding on January 25, 2002, (in thousands):

BUY/         FOREIGN            CONTRACT VALUE      FAIR VALUE
CURRENCY        SELL         CURRENCY AMOUNT          USD             IN USD
--------------------------------------------------------------------------------

AUD             Sell             9,434             $ 4,819           $ 4,830
CHF             Sell             3,771             $ 2,205           $ 2,205
EUR             Sell            38,000             $32,636           $32,684
GBP             Sell             8,648             $12,152           $12,172

28

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

10.76   Modification Agreement (Amendment to Lease Documents- Phase I)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

10.77   Modification Agreement (Amendment to Lease Documents- Phase II)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

10.78   Modification Agreement (Amendment to Lease Documents- Phase III)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

10.79   Modification Agreement (Amendment to Lease Documents- Phase V)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

10.80   Modification Agreement (Amendment to Lease Documents- Phase IV)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

(b) REPORTS ON FORM 8-K

We filed a current report on Form 8-K, dated November 1, 2001,
describing, pursuant to Item 5, the completion of our reincorporation
into the State of Delaware.

29

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the registrant duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

NETWORK APPLIANCE INC.
(Registrant)

/s/       JEFFRY R. ALLEN
------------------------------------------------
Jeffry R. Allen
Executive Vice President Finance and Operations,
and Chief Financial Officer

Date: March 5, 2002

30

EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION
-------         -----------

10.76           Modification Agreement (Amendment to Lease Documents- Phase I)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

10.77           Modification Agreement (Amendment to Lease Documents- Phase II)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

10.78           Modification Agreement (Amendment to Lease Documents- Phase III)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

10.79           Modification Agreement (Amendment to Lease Documents- Phase V)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

10.80           Modification Agreement (Amendment to Lease Documents- Phase IV)
dated January 25, 2002, by and between BNP Paribas Leasing
Corporation and the Company

MODIFICATION AGREEMENT
(SECOND AMENDMENT TO OPERATIVE DOCUMENTS)

This MODIFICATION AGREEMENT (this "AGREEMENT") is made effective as of
January 25, 2002, by BNP PARIBAS LEASING CORPORATION, a Delaware corporation
("BNP"), and NETWORK APPLIANCE, INC., a California corporation ("NAI").

R E C I T A L S

A. BNP and NAI executed a Lease Agreement dated as of January 20, 1999
(as amended, the "LEASE"), together with certain other Operative Documents
relating thereto (capitalized terms used and not otherwise defined in this
Agreement are intended to have the meanings assigned to them in the Common
Definitions and Provisions Agreement executed by BNPLC and NAI contemporaneously
with the Lease, as amended).

B. BNP, NAI, and the undersigned Participants desire to amend the Lease
and the Pledge Agreement as provided below on and subject to the terms and
conditions set forth below.

NOW, THEREFORE, in consideration of the above recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.      Financial Covenants. Subject to the approval of a Majority (under and as
defined in the Participation Agreement) as provided in the next
paragraph, Schedule 1 attached to each of the Lease and the Pledge
Agreement is hereby amended and restated in its entirety with Schedule 1
attached hereto.

2.      Collateral Percentage. At all times hereafter, the Collateral Percentage
for purposes of the Pledge Agreement shall be one hundred percent
(100%), and a Mandatory Collateral Period shall be in effect at all
times hereafter.

3.      Approval by a Majority. The foregoing modifications are made contingent
upon approval by a "Majority" under and as defined in the Participation
Agreement, which approval is to be evidenced by the execution of this
Modification in the spaces provided below by parties to the
Participation Agreement.

4.      Representations and Warranties. NAI hereby represents and warrants to
BNP and the Participants as follows:

(a)    No Default has occurred or is continuing.

(b)    The execution, delivery and performance by NAI of this
Modification has been duly authorized by all necessary corporate
and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any Person
in order to be effective and enforceable.

(c)    All representations and warranties of NAI contained in the
Operative Documents are true and correct on and as of the date
hereof.

5.      Ratification. Each of the Operative Documents are hereby ratified and
confirmed in all respects.

6.      Entire Agreement. This Agreement and the documents and agreements
referred to herein set forth the entire agreement between the parties
concerning the subject matter hereof and no amendment or modification of
this Agreement shall be binding or valid unless expressed in a writing
executed by both parties hereto.

7.      Successors and Assigns. All of the covenants, agreements, terms and
conditions to be observed and performed by the parties hereto shall be
applicable to and binding upon their respective heirs, personal
representatives, successors and, to the extent assignment is permitted
under the Lease, their respective assigns.

8.      Fees and Expenses. NAI covenants and agrees to pay to or reimburse BNP,
upon demand, for all reasonable out-of-pocket costs and expenses
(including the reasonable fees, charges and disbursements of counsel)
incurred by BNP in connection with the development, preparation,
negotiation, execution and delivery of this Modification. NAI covenants
and agrees to pay to BNP, for payment in turn by BNP to each Participant
which executes and returns this Modification to BNP on or prior to
February 11, 2002, an amendment fee equal to 10 basis points of all such
Participants' Percentages under the Participation Agreement multiplied
by the Stipulated Loss Value, such fee to be payable on the date hereof.

9.      Execution in Counterparts. To facilitate execution, this Agreement may
be executed in as many identical counterparts as may be required. It
shall not be necessary that the signature of, or on behalf of, each
party, or that the signature of all persons required to bind any party,
appear on each counterpart. All counterparts, taken together, shall
collectively constitute a single instrument. It shall not be necessary
in making proof of this Agreement to produce or account for more than a
single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart
may be detached from such counterpart without impairing the legal effect
of the signatures thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature
pages.

10.     Recitals. The recitals contained herein are incorporated by this
reference.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

BNP PARIBAS LEASING CORPORATION,
a Delaware corporation

By:____________________________________
Lloyd G. Cox, Managing Director

NETWORK APPLIANCE, INC., a California
corporation

By:____________________________________
Name:__________________________________
Title:_________________________________

3

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BNP PARIBAS

By:____________________________________
Name:_______________________________
Title:______________________________

By:____________________________________
Name:_______________________________
Title:______________________________

4

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BANK OF MONTREAL

By:____________________________________
Name:_______________________________
Title:______________________________

5

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

KEYBANK NATIONAL ASSOCIATION

By:____________________________________
Name:_______________________________
Title:______________________________

6

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

WELLS FARGO BANK, N.A.

By:____________________________________
Name:_______________________________
Title:______________________________

7

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

COMERICA BANK--CALIFORNIA

By:____________________________________
Name:_______________________________
Title:______________________________

8

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

THE BANK OF NOVA SCOTIA

By:____________________________________
Name:_______________________________
Title:______________________________

9

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

FBTC LEASING CORP.

By:____________________________________
Name:_______________________________
Title:______________________________

10

Schedule 1

FINANCIAL COVENANTS

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (as amended, the "LEASE") dated to be effective as of January 20,
1999 (the "EFFECTIVE DATE"), between BNP Paribas Leasing Corporation, a Delaware
corporation, formerly known as BNP Leasing Corporation ("BNPLC"), and Network
Appliance, Inc., a California corporation ("NAI"), and (b) the Pledge Agreement
(as amended, the "PLEDGE AGREEMENT") dated to be effective as of the Effective
Date, among BNPLC, NAI, and BNP Paribas, as a Participant and as agent for any
financial institutions that become Participants thereunder from time to time.

PART I - DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Lease or the Common Definitions and
Provisions Agreement referenced in the Lease; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges, but in no event shall Adjusted EBIT be
less than $1.00.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item) the sum of:
(a) indebtedness of such Person for borrowed money; (b) indebtedness of
such Person for the deferred purchase price of property or services
(except trade payables and accrued expenses constituting current
liabilities in the ordinary course of business); (c) the face amount of
any outstanding letters of credit issued for the account of such Person;
(d) obligations of such Person arising under acceptance facilities; (e)
guaranties, endorsements (other than for collection in the ordinary
course of business) and other contingent obligations of such Person to
purchase, to provide funds for payment, to provide funds to invest in
any Person, or otherwise to assure a creditor against loss; (f)
obligations of others secured by any Lien on property of such Person;
(g) obligations of such Person as lessee under Capital Leases; and (h)
the obligations of such Person, contingent or otherwise, under any
"synthetic" or other lease of property or related documents (including a
separate purchase agreement) which provides that such Person or any of

11

its Affiliates must purchase or cause another Person to purchase any
interest in the leased property and thereby guarantee a minimum residual
value of the leased property to the lessor (a "SYNTHETIC LEASE"). For
purposes of this definition, the amount of the obligations described in
clause (h) of the preceding sentence with respect to any lease
classified according to GAAP as an "operating lease," shall equal the
sum of (1) the present value of rentals and other minimum lease payments
required in connection with such lease [calculated in accordance with
SFAS 13 and other GAAP relevant to the determination of the whether such
lease must be accounted for as an operating lease or capital lease],
plus (2) the fair value of the property covered by the lease; provided,
however, that such amount shall not exceed the price, as of the date a
determination of Debt is required hereunder, for which the lessee can
purchase the leased property pursuant to any valid ongoing purchase
option if, upon such a purchase, the lessee shall be excused from paying
rentals or other minimum lease payments that would otherwise accrue
after the purchase. Notwithstanding the foregoing, solely for the
purpose of calculating the financial covenants provided for in Part II
of this Schedule 1, NAI may exclude from the calculation of Debt any
payments or obligations required pursuant to or in connection with the
Leases (or under other Synthetic Leases with BNPLC from time to time, if
any).

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense accruing during such period, plus (b)
amortization of principal or debt discount in respect of all Debt during
such period, plus (c) rent payable under all leases of property during
such period, plus (d) taxes payable during such period (but in no event
less than $1.00, regardless of any tax refunds received).

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "INTANGIBLE
ASSETS" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"MANDATORY COLLATERAL PERIOD" means any period during which,
notwithstanding any contrary designation of a Collateral Percentage by
NAI under the Pledge Agreement, the Collateral Percentage for purposes
of the Pledge Agreement shall be one hundred percent (100%).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries for non-cash
charges made to write down goodwill or research and development costs in
connection with acquisitions permitted by this Schedule 1.

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the
following assets of NAI and its Subsidiaries (determined on a
consolidated basis): unencumbered cash; plus unencumbered short
term cash investments; plus other unencumbered marketable
securities which are classified as short term investments in
accordance with GAAP; plus

12

unencumbered accounts receivable, computed net of reserves for
uncollectible amounts as determined in accordance with GAAP, but
excluding collateral delivered and pledged under the Pledge
Agreements (or under any other pledge agreements with BNPLC
securing Debt payable by NAI or any Subsidiary to BNPLC) in
accordance with the requirements thereof (if any); plus, to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a
consolidated basis) treated as current liabilities in accordance
with GAAP, plus (2) other obligations included in total Debt of
NAI and its Subsidiaries (determined on a consolidated basis),
the payment of which is due on demand or will become due within
one year after the date on which the applicable determination of
Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal
quarters of NAI, the last of which quarters ends after December 31,
1999.

PART II - FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, unencumbered short
term cash investments and unencumbered marketable securities classified
as short term investments according to GAAP of NAI and its Subsidiaries
(determined on a consolidated basis) (but excluding collateral delivered
and pledged under the Pledge Agreements [or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any Subsidiary to
BNPLC] in accordance with the requirements thereof [if any]) to be less
than total Debt of NAI and its Subsidiaries (determined on a
consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. the ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

13

PART III - [INTENTIONALLY OMITTED]

PART IV - OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the Operative
Documents, during the Term, NAI shall not, without the prior written consent of
BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

1. Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves are
maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which
are not past due for more than thirty (30) days, or which are being
contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal,
indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business;

5. judgment and other similar Liens against assets other than
the Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that
the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are being actively contested in good
faith by appropriate proceedings;

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with
the occupation, use and enjoyment by NAI or any such Consolidated
Subsidiary of the property or assets encumbered thereby in the normal
course of its business or materially impair the value of the property
subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

14

8. Liens not otherwise permitted by this subparagraph A (and not
encumbering the Property or any Collateral) incurred in connection with
the incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount
of all outstanding obligations secured by Liens incurred pursuant to
this clause shall not at any time exceed five percent (5%) of
Consolidated Tangible Net Worth at such time; and (b) such Liens do not
constitute Liens against NAI's interest in any material Subsidiary or
blanket Liens against all or substantially all of the inventory,
receivables, general intangibles or equipment of NAI or of any material
Subsidiary of NAI (for purposes of this clause, a "material Subsidiary"
means any subsidiary whose assets represent a substantial part of the
total assets of NAI and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions or
refundings of any Debt secured by Liens described in the preceding
clauses of this subparagraph A, provided that there is no increase in
the aggregate principal amount of Debt secured thereby from that which
was outstanding as of the date of such renewal, extension or refunding
and no additional property is encumbered.

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

E. Facilities. fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith contest
or as to which a bona fide dispute may arise, and (b) for which NAI has made
provisions, to BNPLC's satisfaction, for eventual payment thereof in the event
that NAI is obligated to make such payment.

15

G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up to an
aggregated of $10,000,000.00, (e) loans to employees, officers, directors to
finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

16

MODIFICATION AGREEMENT

(SECOND AMENDMENT TO OPERATIVE DOCUMENTS)

This MODIFICATION AGREEMENT (this "AGREEMENT") is made effective as of
January 25, 2002, by BNP PARIBAS LEASING CORPORATION, a Delaware corporation
("BNP"), and NETWORK APPLIANCE, INC., a California corporation ("NAI").

R E C I T A L S

A. BNP and NAI executed a Lease Agreement (Phase II-Improvements) dated
as of May 3, 1999 (as amended, the "IMPROVEMENTS LEASE") and a Lease Agreement
(Phase II-Land) dated as of May 3, 1999 (as amended, the "LAND LEASE"), together
with certain other Operative Documents relating thereto (capitalized terms used
and not otherwise defined in this Agreement are intended to have the meanings
assigned to them in the Common Definitions and Provisions Agreement (Phase II -
Improvements) executed by BNPLC and NAI contemporaneously with the Improvements
Lease and in the Common Definitions and Provisions Agreement (Phase II - Land)
executed by BNPLC and NAI contemporaneously with the Land Lease, each as
amended).

B. BNP, NAI, and the undersigned Participants desire to amend the
Improvements Lease, the Land Lease, and the Pledge Agreements as provided below
on and subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the above recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.      Financial Covenants. Subject to the approval of a Majority (under and as
defined in the Participation Agreement) as provided in the next
paragraph, Schedule 1 attached to each of the Land Lease, the
Improvements Lease, and the Pledge Agreements is hereby amended and
restated in its entirety with Schedule 1 attached hereto.

2.      Collateral Percentage. At all times hereafter, the Collateral Percentage
for purposes of the Pledge Agreements shall be one hundred percent
(100%), and a Mandatory Collateral Period shall be in effect at all
times hereafter.

3.      Approval by a Majority. The foregoing modifications are made contingent
upon approval by a "Majority" under and as defined in the Participation
Agreement, which approval is to be evidenced by the execution of this
Modification in the spaces provided below by parties to the
Participation Agreement.

4.      Representations and Warranties. NAI hereby represents and warrants to
BNP and the Participants as follows:

(a)    No Default has occurred or is continuing.

(b)    The execution, delivery and performance by NAI of this
Modification has been duly authorized by all necessary corporate
and other action and do not and will not require any registration
with, consent or approval of,

notice to or action by, any Person in order to be effective and
enforceable.

(c)    All representations and warranties of NAI contained in the
Operative Documents are true and correct on and as of the date
hereof.

5.      Ratification. Each of the Operative Documents are hereby ratified and
confirmed in all respects.

6.      Entire Agreement. This Agreement and the documents and agreements
referred to herein set forth the entire agreement between the parties
concerning the subject matter hereof and no amendment or modification of
this Agreement shall be binding or valid unless expressed in a writing
executed by both parties hereto.

7.      Successors and Assigns. All of the covenants, agreements, terms and
conditions to be observed and performed by the parties hereto shall be
applicable to and binding upon their respective heirs, personal
representatives, successors and, to the extent assignment is permitted
under the Leases, their respective assigns.

8.      Fees and Expenses. NAI covenants and agrees to pay to or reimburse BNP,
upon demand, for all reasonable out-of-pocket costs and expenses
(including the reasonable fees, charges and disbursements of counsel)
incurred by BNP in connection with the development, preparation,
negotiation, execution and delivery of this Modification. NAI covenants
and agrees to pay to BNP, for payment in turn by BNP to each Participant
which executes and returns this Modification to BNP on or prior to
February 11, 2002, an amendment fee equal to 10 basis points of all such
Participants' Percentages under the Participation Agreement multiplied
by the Stipulated Loss Value, such fee to be payable on the date hereof.

9.      Execution in Counterparts. To facilitate execution, this Agreement may
be executed in as many identical counterparts as may be required. It
shall not be necessary that the signature of, or on behalf of, each
party, or that the signature of all persons required to bind any party,
appear on each counterpart. All counterparts, taken together, shall
collectively constitute a single instrument. It shall not be necessary
in making proof of this Agreement to produce or account for more than a
single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart
may be detached from such counterpart without impairing the legal effect
of the signatures thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature
pages.

2

10.     Recitals. The recitals contained herein are incorporated by this
reference.

3

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

BNP PARIBAS LEASING CORPORATION,
a Delaware corporation

By:____________________________________
Lloyd G. Cox, Managing Director

NETWORK APPLIANCE, INC., a California
corporation

By:____________________________________
Name:__________________________________
Title:_________________________________

4

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BNP PARIBAS

By:____________________________________
Name:_______________________________
Title:______________________________

By:____________________________________
Name:_______________________________
Title:______________________________

5

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BANK OF MONTREAL

By:____________________________________
Name:_______________________________
Title:______________________________

6

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

KEYBANK NATIONAL ASSOCIATION

By:____________________________________
Name:_______________________________
Title:______________________________

7

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

WELLS FARGO BANK, N.A.

By:____________________________________
Name:_______________________________
Title:______________________________

8

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

COMERICA BANK--CALIFORNIA

By:____________________________________
Name:_______________________________
Title:______________________________

9

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

THE BANK OF NOVA SCOTIA

By:____________________________________
Name:_______________________________
Title:______________________________

10

Schedule 1

FINANCIAL COVENANTS

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (Phase II - Improvements) (as amended, the "IMPROVEMENTS LEASE") dated
to be effective as of May 3, 1999 (the "EFFECTIVE DATE"), between BNP Paribas
Leasing Corporation, a Delaware corporation, formerly known as BNP Leasing
Corporation ("BNPLC"), and Network Appliance, Inc., a California corporation
("NAI"), (b) the Lease Agreement (Phase II - Land) (as amended, the "LAND LEASE"
and, together with the Improvements Lease, the "LEASES") dated to be effective
as of the Effective Date, between BNPLC and NAI, (c) the Pledge Agreement (Phase
II - Improvements) (as amended, the "PLEDGE AGREEMENT (IMPROVEMENTS)") dated to
be effective as of the Effective Date, among BNPLC, NAI, and BNP Paribas, as a
Participant and as agent for any financial institutions that become Participants
thereunder from time to time, and (d) the Pledge Agreement (Phase II - Land) (as
amended, and collectively with the Pledge Agreement (Improvements), the "PLEDGE
AGREEMENTS") dated to be effective as of the Effective Date, among BNPLC, NAI,
and BNP Paribas, as a Participant and as agent for any financial institutions
that become Participants thereunder from time to time.

PART I - DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Leases or the Common Definitions and
Provisions Agreements referenced in the Leases; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges, but in no event shall Adjusted EBIT be
less than $1.00.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item) the sum of:
(a) indebtedness of such Person for borrowed money; (b) indebtedness of
such Person for the deferred purchase price of property or services
(except trade payables and accrued expenses constituting current
liabilities in the ordinary course of business); (c) the face amount of
any outstanding letters of credit issued for the account of such Person;
(d) obligations of such Person arising under acceptance facilities; (e)
guaranties, endorsements (other than for

11

collection in the ordinary course of business) and other contingent
obligations of such Person to purchase, to provide funds for payment, to
provide funds to invest in any Person, or otherwise to assure a creditor
against loss; (f) obligations of others secured by any Lien on property
of such Person; (g) obligations of such Person as lessee under Capital
Leases; and (h) the obligations of such Person, contingent or otherwise,
under any "synthetic" or other lease of property or related documents
(including a separate purchase agreement) which provides that such
Person or any of its Affiliates must purchase or cause another Person to
purchase any interest in the leased property and thereby guarantee a
minimum residual value of the leased property to the lessor (a
"SYNTHETIC LEASE"). For purposes of this definition, the amount of the
obligations described in clause (h) of the preceding sentence with
respect to any lease classified according to GAAP as an "operating
lease," shall equal the sum of (1) the present value of rentals and
other minimum lease payments required in connection with such lease
[calculated in accordance with SFAS 13 and other GAAP relevant to the
determination of the whether such lease must be accounted for as an
operating lease or capital lease], plus (2) the fair value of the
property covered by the lease; provided, however, that such amount shall
not exceed the price, as of the date a determination of Debt is required
hereunder, for which the lessee can purchase the leased property
pursuant to any valid ongoing purchase option if, upon such a purchase,
the lessee shall be excused from paying rentals or other minimum lease
payments that would otherwise accrue after the purchase. Notwithstanding
the foregoing, solely for the purpose of calculating the financial
covenants provided for in Part II of this Schedule 1, NAI may exclude
from the calculation of Debt any payments or obligations required
pursuant to or in connection with the Leases (or under other Synthetic
Leases with BNPLC from time to time, if any).

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense accruing during such period, plus (b)
amortization of principal or debt discount in respect of all Debt during
such period, plus (c) rent payable under all leases of property during
such period, plus (d) taxes payable during such period (but in no event
less than $1.00, regardless of any tax refunds received).

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "INTANGIBLE
ASSETS" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"MANDATORY COLLATERAL PERIOD" means any period during which,
notwithstanding any contrary designation of a Collateral Percentage by
NAI under the Pledge Agreements, the Collateral Percentage for purposes
of the Pledge Agreements shall be one hundred percent (100%).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries for non-cash
charges made to write down goodwill or research and development costs in
connection with acquisitions permitted by this Schedule 1.

12

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the
following assets of NAI and its Subsidiaries (determined on a
consolidated basis): unencumbered cash; plus unencumbered short
term cash investments; plus other unencumbered marketable
securities which are classified as short term investments in
accordance with GAAP; plus unencumbered accounts receivable,
computed net of reserves for uncollectible amounts as determined
in accordance with GAAP, but excluding collateral delivered and
pledged under the Pledge Agreements (or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any
Subsidiary to BNPLC) in accordance with the requirements thereof
(if any); plus, to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a
consolidated basis) treated as current liabilities in accordance
with GAAP, plus (2) other obligations included in total Debt of
NAI and its Subsidiaries (determined on a consolidated basis),
the payment of which is due on demand or will become due within
one year after the date on which the applicable determination of
Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal
quarters of NAI, the last of which quarters ends after December 31,
1999.

PART II - FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, unencumbered short
term cash investments and unencumbered marketable securities classified
as short term investments according to GAAP of NAI and its Subsidiaries
(determined on a consolidated basis) (but excluding collateral delivered
and pledged under the Pledge Agreements [or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any Subsidiary to
BNPLC] in accordance with the requirements thereof [if any]) to be less
than total Debt of NAI and its Subsidiaries (determined on a
consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

13

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. the ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

PART III - [INTENTIONALLY OMITTED]

PART IV - OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the Operative
Documents, during the Term, NAI shall not, without the prior written consent of
BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

1. Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves are
maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which
are not past due for more than thirty (30) days, or which are being
contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal,
indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business;

5. judgment and other similar Liens against assets other than
the Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that
the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are being actively contested in good
faith by appropriate proceedings;

14

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with
the occupation, use and enjoyment by NAI or any such Consolidated
Subsidiary of the property or assets encumbered thereby in the normal
course of its business or materially impair the value of the property
subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

8. Liens not otherwise permitted by this subparagraph A (and not
encumbering the Property or any Collateral) incurred in connection with
the incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount
of all outstanding obligations secured by Liens incurred pursuant to
this clause shall not at any time exceed five percent (5%) of
Consolidated Tangible Net Worth at such time; and (b) such Liens do not
constitute Liens against NAI's interest in any material Subsidiary or
blanket Liens against all or substantially all of the inventory,
receivables, general intangibles or equipment of NAI or of any material
Subsidiary of NAI (for purposes of this clause, a "material Subsidiary"
means any subsidiary whose assets represent a substantial part of the
total assets of NAI and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions or
refundings of any Debt secured by Liens described in the preceding
clauses of this subparagraph A, provided that there is no increase in
the aggregate principal amount of Debt secured thereby from that which
was outstanding as of the date of such renewal, extension or refunding
and no additional property is encumbered.

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

E. Facilities. fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

15

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith contest
or as to which a bona fide dispute may arise, and (b) for which NAI has made
provisions, to BNPLC's satisfaction, for eventual payment thereof in the event
that NAI is obligated to make such payment.

G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up to an
aggregated of $10,000,000.00, (e) loans to employees, officers, directors to
finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

16

MODIFICATION AGREEMENT
(THIRD AMENDMENT TO OPERATIVE DOCUMENTS)

This MODIFICATION AGREEMENT (this "AGREEMENT") is made effective as of
January 25, 2002, by BNP PARIBAS LEASING CORPORATION, a Delaware corporation
("BNP"), and NETWORK APPLIANCE, INC., a California corporation ("NAI").

R E C I T A L S

A. BNP and NAI executed a Lease Agreement (Phase III-Improvements) dated
as of June 16, 1999 (as amended, the "IMPROVEMENTS LEASE") and a Lease Agreement
(Phase III-Land) dated as of May 1, 2000 (as amended, the "LAND LEASE"),
together with certain other Operative Documents relating thereto (capitalized
terms used and not otherwise defined in this Agreement are intended to have the
meanings assigned to them in the Common Definitions and Provisions Agreement
(Phase III - Improvements) executed by BNPLC and NAI contemporaneously with the
Improvements Lease and in the Common Definitions and Provisions Agreement (Phase
III - Land) executed by BNPLC and NAI contemporaneously with the Land Lease,
each as amended).

B. BNP, NAI, and the undersigned Participants desire to amend the
Improvements Lease, the Land Lease, and the Pledge Agreements as provided below
on and subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the above recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.      Financial Covenants. Subject to the approval of a Majority (under and as
defined in the Participation Agreement) as provided in the next
paragraph, Schedule 1 attached to each of the Land Lease, the
Improvements Lease, and the Pledge Agreements is hereby amended and
restated in its entirety with Schedule 1 attached hereto.

2.      Collateral Percentage. At all times hereafter, the Collateral Percentage
for purposes of the Pledge Agreements shall be one hundred percent
(100%), and a Mandatory Collateral Period shall be in effect at all
times hereafter.

3.      Approval by a Majority. The foregoing modifications are made contingent
upon approval by a "Majority" under and as defined in the Participation
Agreement, which approval is to be evidenced by the execution of this
Modification in the spaces provided below by parties to the
Participation Agreement.

4.      Representations and Warranties. NAI hereby represents and warrants to
BNP and the Participants as follows:

(a)    No Default has occurred or is continuing.

(b)    The execution, delivery and performance by NAI of this
Modification has been duly authorized by all necessary corporate
and other action and do not and will not require any registration
with, consent or approval of,

notice to or action by, any Person in order to be effective and
enforceable.

(c)    All representations and warranties of NAI contained in the
Operative Documents are true and correct on and as of the date
hereof.

5.      Ratification. Each of the Operative Documents are hereby ratified and
confirmed in all respects.

6.      Entire Agreement. This Agreement and the documents and agreements
referred to herein set forth the entire agreement between the parties
concerning the subject matter hereof and no amendment or modification of
this Agreement shall be binding or valid unless expressed in a writing
executed by both parties hereto.

7.      Successors and Assigns. All of the covenants, agreements, terms and
conditions to be observed and performed by the parties hereto shall be
applicable to and binding upon their respective heirs, personal
representatives, successors and, to the extent assignment is permitted
under the Leases, their respective assigns.

8.      Fees and Expenses. NAI covenants and agrees to pay to or reimburse BNP,
upon demand, for all reasonable out-of-pocket costs and expenses
(including the reasonable fees, charges and disbursements of counsel)
incurred by BNP in connection with the development, preparation,
negotiation, execution and delivery of this Modification. NAI covenants
and agrees to pay to BNP, for payment in turn by BNP to each Participant
which executes and returns this Modification to BNP on or prior to
February 11, 2002, an amendment fee equal to 10 basis points of all such
Participants' Percentages under the Participation Agreement multiplied
by the Stipulated Loss Value, such fee to be payable on the date hereof.

9.      Execution in Counterparts. To facilitate execution, this Agreement may
be executed in as many identical counterparts as may be required. It
shall not be necessary that the signature of, or on behalf of, each
party, or that the signature of all persons required to bind any party,
appear on each counterpart. All counterparts, taken together, shall
collectively constitute a single instrument. It shall not be necessary
in making proof of this Agreement to produce or account for more than a
single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart
may be detached from such counterpart without impairing the legal effect
of the signatures thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature
pages.

2

10.     Recitals. The recitals contained herein are incorporated by this
reference.

3

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

BNP PARIBAS LEASING CORPORATION,
a Delaware corporation

By:____________________________________
Lloyd G. Cox, Managing Director

NETWORK APPLIANCE, INC., a California
corporation

By:____________________________________
Name:__________________________________
Title:_________________________________

4

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BNP PARIBAS

By:____________________________________
Name:_______________________________
Title:______________________________

By:____________________________________
Name:_______________________________
Title:______________________________

5

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BANK OF MONTREAL

By:____________________________________
Name:_______________________________
Title:______________________________

6

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

KEYBANK NATIONAL ASSOCIATION

By:____________________________________
Name:_______________________________
Title:______________________________

7

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

WELLS FARGO BANK, N.A.

By:____________________________________
Name:_______________________________
Title:______________________________

8

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

THE INDUSTRIAL BANK OF JAPAN LIMITED

By:____________________________________
Name:_______________________________
Title:______________________________

9

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

THE BANK OF NOVA SCOTIA

By:____________________________________
Name:_______________________________
Title:______________________________

10

Schedule 1

FINANCIAL COVENANTS

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (Phase III - Improvements) (as amended, the "IMPROVEMENTS LEASE")
dated to be effective as of June 6, 1999 (the "EFFECTIVE DATE"), between BNP
Paribas Leasing Corporation, a Delaware corporation, formerly known as BNP
Leasing Corporation ("BNPLC"), and Network Appliance, Inc., a California
corporation ("NAI"), (b) the Lease Agreement (Phase III - Land) (as amended, the
"LAND LEASE" and, together with the Improvements Lease, the "LEASES") dated May
1, 2000, between BNPLC and NAI, (c) the Pledge Agreement (Phase III -
Improvements) (as amended, the "PLEDGE AGREEMENT (IMPROVEMENTS)") dated to be
effective as of the Effective Date, among BNPLC, NAI, and BNP Paribas, as a
Participant and as agent for any financial institutions that become Participants
thereunder from time to time, and (d) the Pledge Agreement (Phase III - Land)
(as amended, and collectively with the Pledge Agreement (Improvements), the
"PLEDGE AGREEMENTS") dated to be effective as May 1, 2000, among BNPLC, NAI, and
BNP Paribas, as a Participant and as agent for any financial institutions that
become Participants thereunder from time to time.

PART I - DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Leases or the Common Definitions and
Provisions Agreements referenced in the Leases; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges, but in no event shall Adjusted EBIT be
less than $1.00.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item) the sum of:
(a) indebtedness of such Person for borrowed money; (b) indebtedness of
such Person for the deferred purchase price of property or services
(except trade payables and accrued expenses constituting current
liabilities in the ordinary course of business); (c) the face amount of
any outstanding letters of credit issued for the account of such Person;
(d) obligations of such Person arising under acceptance facilities; (e)
guaranties, endorsements (other than for

11

collection in the ordinary course of business) and other contingent
obligations of such Person to purchase, to provide funds for payment, to
provide funds to invest in any Person, or otherwise to assure a creditor
against loss; (f) obligations of others secured by any Lien on property
of such Person; (g) obligations of such Person as lessee under Capital
Leases; and (h) the obligations of such Person, contingent or otherwise,
under any "synthetic" or other lease of property or related documents
(including a separate purchase agreement) which provides that such
Person or any of its Affiliates must purchase or cause another Person to
purchase any interest in the leased property and thereby guarantee a
minimum residual value of the leased property to the lessor (a
"SYNTHETIC LEASE"). For purposes of this definition, the amount of the
obligations described in clause (h) of the preceding sentence with
respect to any lease classified according to GAAP as an "operating
lease," shall equal the sum of (1) the present value of rentals and
other minimum lease payments required in connection with such lease
[calculated in accordance with SFAS 13 and other GAAP relevant to the
determination of the whether such lease must be accounted for as an
operating lease or capital lease], plus (2) the fair value of the
property covered by the lease; provided, however, that such amount shall
not exceed the price, as of the date a determination of Debt is required
hereunder, for which the lessee can purchase the leased property
pursuant to any valid ongoing purchase option if, upon such a purchase,
the lessee shall be excused from paying rentals or other minimum lease
payments that would otherwise accrue after the purchase. Notwithstanding
the foregoing, solely for the purpose of calculating the financial
covenants provided for in Part II of this Schedule 1, NAI may exclude
from the calculation of Debt any payments or obligations required
pursuant to or in connection with the Leases (or under other Synthetic
Leases with BNPLC from time to time, if any).

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense accruing during such period, plus (b)
amortization of principal or debt discount in respect of all Debt during
such period, plus (c) rent payable under all leases of property during
such period, plus (d) taxes payable during such period (but in no event
less than $1.00, regardless of any tax refunds received).

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "INTANGIBLE
ASSETS" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"MANDATORY COLLATERAL PERIOD" means any period during which,
notwithstanding any contrary designation of a Collateral Percentage by
NAI under the Pledge Agreements, the Collateral Percentage for purposes
of the Pledge Agreements shall be one hundred percent (100%).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries for non-cash
charges made to write down goodwill or research and development costs in
connection with acquisitions permitted by this Schedule 1.

12

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the
following assets of NAI and its Subsidiaries (determined on a
consolidated basis): unencumbered cash; plus unencumbered short
term cash investments; plus other unencumbered marketable
securities which are classified as short term investments in
accordance with GAAP; plus unencumbered accounts receivable,
computed net of reserves for uncollectible amounts as determined
in accordance with GAAP, but excluding collateral delivered and
pledged under the Pledge Agreements (or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any
Subsidiary to BNPLC) in accordance with the requirements thereof
(if any); plus, to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a
consolidated basis) treated as current liabilities in accordance
with GAAP, plus (2) other obligations included in total Debt of
NAI and its Subsidiaries (determined on a consolidated basis),
the payment of which is due on demand or will become due within
one year after the date on which the applicable determination of
Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal
quarters of NAI, the last of which quarters ends after December 31,
1999.

PART II - FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, unencumbered short
term cash investments and unencumbered marketable securities classified
as short term investments according to GAAP of NAI and its Subsidiaries
(determined on a consolidated basis) (but excluding collateral delivered
and pledged under the Pledge Agreements [or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any Subsidiary to
BNPLC] in accordance with the requirements thereof [if any]) to be less
than total Debt of NAI and its Subsidiaries (determined on a
consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

13

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. the ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

PART III - [INTENTIONALLY OMITTED]

PART IV - OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the Operative
Documents, during the Term, NAI shall not, without the prior written consent of
BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

1. Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves are
maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which
are not past due for more than thirty (30) days, or which are being
contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal,
indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business;

5. judgment and other similar Liens against assets other than
the Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that
the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are being actively contested in good
faith by appropriate proceedings;

14

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with
the occupation, use and enjoyment by NAI or any such Consolidated
Subsidiary of the property or assets encumbered thereby in the normal
course of its business or materially impair the value of the property
subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

8. Liens not otherwise permitted by this subparagraph A (and not
encumbering the Property or any Collateral) incurred in connection with
the incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount
of all outstanding obligations secured by Liens incurred pursuant to
this clause shall not at any time exceed five percent (5%) of
Consolidated Tangible Net Worth at such time; and (b) such Liens do not
constitute Liens against NAI's interest in any material Subsidiary or
blanket Liens against all or substantially all of the inventory,
receivables, general intangibles or equipment of NAI or of any material
Subsidiary of NAI (for purposes of this clause, a "material Subsidiary"
means any subsidiary whose assets represent a substantial part of the
total assets of NAI and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions or
refundings of any Debt secured by Liens described in the preceding
clauses of this subparagraph A, provided that there is no increase in
the aggregate principal amount of Debt secured thereby from that which
was outstanding as of the date of such renewal, extension or refunding
and no additional property is encumbered.

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

E. Facilities. fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

15

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith
contest or as to which a bona fide dispute may arise, and (b) for which NAI has
made provisions, to BNPLC's satisfaction, for eventual payment thereof in the
event that NAI is obligated to make such payment.

G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up to an
aggregated of $10,000,000.00, (e) loans to employees, officers, directors to
finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

16

MODIFICATION AGREEMENT
(THIRD AMENDMENT TO OPERATIVE DOCUMENTS)

This MODIFICATION AGREEMENT (this "AGREEMENT") is made effective as of
January 25, 2002, by BNP PARIBAS LEASING CORPORATION, a Delaware corporation
("BNP"), and NETWORK APPLIANCE, INC., a California corporation ("NAI").

R E C I T A L S

A. BNP and NAI executed a Lease Agreement (Phase V-Improvements) dated
as of March 1, 2000 (as amended, the "IMPROVEMENTS LEASE") and a Lease Agreement
(Phase V-Land) dated as of March 1, 2000 (as amended, the "LAND LEASE"),
together with certain other Operative Documents relating thereto (capitalized
terms used and not otherwise defined in this Agreement are intended to have the
meanings assigned to them in the Common Definitions and Provisions Agreement
(Phase V - Improvements) executed by BNPLC and NAI contemporaneously with the
Improvements Lease and in the Common Definitions and Provisions Agreement (Phase
V - Land) executed by BNPLC and NAI contemporaneously with the Land Lease, each
as amended).

B. BNP, NAI, and the undersigned Participants desire to amend the
Improvements Lease, the Land Lease, and the Pledge Agreements as provided below
on and subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the above recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.      Financial Covenants. Subject to the approval of a Majority (under and as
defined in the Participation Agreement) as provided in the next
paragraph, Schedule 1 attached to each of the Land Lease, the
Improvements Lease, and the Pledge Agreements is hereby amended and
restated in its entirety with Schedule 1 attached hereto.

2.      Collateral Percentage. At all times hereafter, the Collateral Percentage
for purposes of the Pledge Agreements shall be one hundred percent
(100%), and a Mandatory Collateral Period shall be in effect at all
times hereafter.

3.      Approval by a Majority. The foregoing modifications are made contingent
upon approval by a "Majority" under and as defined in the Participation
Agreement, which approval is to be evidenced by the execution of this
Modification in the spaces provided below by parties to the
Participation Agreement.

4.      Representations and Warranties. NAI hereby represents and warrants to
BNP and the Participants as follows:

(a)    No Default has occurred or is continuing.

(b)    The execution, delivery and performance by NAI of this
Modification has been duly authorized by all necessary corporate
and other action and do not and will not require any registration
with, consent or approval of, 

notice to or action by, any Person in order to be effective and
enforceable.

(c)    All representations and warranties of NAI contained in the
Operative Documents are true and correct on and as of the date
hereof.

5.      Ratification. Each of the Operative Documents are hereby ratified and
confirmed in all respects.

6.      Entire Agreement. This Agreement and the documents and agreements
referred to herein set forth the entire agreement between the parties
concerning the subject matter hereof and no amendment or modification of
this Agreement shall be binding or valid unless expressed in a writing
executed by both parties hereto.

7.      Successors and Assigns. All of the covenants, agreements, terms and
conditions to be observed and performed by the parties hereto shall be
applicable to and binding upon their respective heirs, personal
representatives, successors and, to the extent assignment is permitted
under the Leases, their respective assigns.

8.      Fees and Expenses. NAI covenants and agrees to pay to or reimburse BNP,
upon demand, for all reasonable out-of-pocket costs and expenses
(including the reasonable fees, charges and disbursements of counsel)
incurred by BNP in connection with the development, preparation,
negotiation, execution and delivery of this Modification. NAI covenants
and agrees to pay to BNP, for payment in turn by BNP to each Participant
which executes and returns this Modification to BNP on or prior to
February 11, 2002, an amendment fee equal to 10 basis points of all such
Participants' Percentages under the Participation Agreement multiplied
by the Stipulated Loss Value, such fee to be payable on the date hereof.

9.      Execution in Counterparts. To facilitate execution, this Agreement may
be executed in as many identical counterparts as may be required. It
shall not be necessary that the signature of, or on behalf of, each
party, or that the signature of all persons required to bind any party,
appear on each counterpart. All counterparts, taken together, shall
collectively constitute a single instrument. It shall not be necessary
in making proof of this Agreement to produce or account for more than a
single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart
may be detached from such counterpart without impairing the legal effect
of the signatures thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature
pages.

2

10.     Recitals. The recitals contained herein are incorporated by this
reference.

3

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

BNP PARIBAS LEASING CORPORATION,
a Delaware corporation

By:____________________________________
Lloyd G. Cox, Managing Director

NETWORK APPLIANCE, INC., a California
corporation

By:____________________________________
Name:__________________________________
Title:_________________________________

4

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BNP PARIBAS

By:____________________________________
Name:_______________________________
Title:______________________________

By:____________________________________
Name:_______________________________
Title:______________________________

5

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BANK OF AMERICA, N.A.

By:____________________________________
Name:_______________________________
Title:______________________________

6

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BANK ONE, NA
(main office Chicago)

By:____________________________________
Name:_______________________________
Title:______________________________

7

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

WELLS FARGO BANK, N.A.

By:____________________________________
Name:_______________________________
Title:______________________________

8

Schedule 1

FINANCIAL COVENANTS

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (Phase V - Improvements) (as amended, the "IMPROVEMENTS LEASE") dated
to be effective as of March 1, 2000 (the "EFFECTIVE DATE"), between BNP Paribas
Leasing Corporation, a Delaware corporation, formerly known as BNP Leasing
Corporation ("BNPLC"), and Network Appliance, Inc., a California corporation
("NAI"), (b) the Lease Agreement (Phase V - Land) (as amended, the "LAND LEASE"
and, together with the Improvements Lease, the "LEASES") dated to be effective
as of the Effective Date, between BNPLC and NAI, (c) the Pledge Agreement (Phase
V - Improvements) (as amended, the "PLEDGE AGREEMENT (IMPROVEMENTS)") dated to
be effective as of the Effective Date, among BNPLC, NAI, and BNP Paribas, as a
Participant and as agent for any financial institutions that become Participants
thereunder from time to time, and (d) the Pledge Agreement (Phase V - Land) (as
amended, and collectively with the Pledge Agreement (Improvements), the "PLEDGE
AGREEMENTS") dated to be effective as of the Effective Date, among BNPLC, NAI,
and BNP Paribas, as a Participant and as agent for any financial institutions
that become Participants thereunder from time to time.

PART I - DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Leases or the Common Definitions and
Provisions Agreements referenced in the Leases; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges, but in no event shall Adjusted EBIT be
less than $1.00.

"COLLATERAL TEST DATES" mean the Base Rent Commencement Date and the
earlier of the following dates after each fiscal quarter of NAI that
ends after the Base Rent Commencement Date: (1) the seventh Business Day
after the release by NAI of its financial statements for the fiscal
quarter; or (2) the first Business Day of the third calendar month
following the end of the fiscal quarter.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item) the sum of:
(a) indebtedness of such Person for borrowed money; (b) indebtedness of

9

such Person for the deferred purchase price of property or services
(except trade payables and accrued expenses constituting current
liabilities in the ordinary course of business); (c) the face amount of
any outstanding letters of credit issued for the account of such Person;
(d) obligations of such Person arising under acceptance facilities; (e)
guaranties, endorsements (other than for collection in the ordinary
course of business) and other contingent obligations of such Person to
purchase, to provide funds for payment, to provide funds to invest in
any Person, or otherwise to assure a creditor against loss; (f)
obligations of others secured by any Lien on property of such Person;
(g) obligations of such Person as lessee under Capital Leases; and (h)
the obligations of such Person, contingent or otherwise, under any
"synthetic" or other lease of property or related documents (including a
separate purchase agreement) which provides that such Person or any of
its Affiliates must purchase or cause another Person to purchase any
interest in the leased property and thereby guarantee a minimum residual
value of the leased property to the lessor (a "SYNTHETIC LEASE"). For
purposes of this definition, the amount of the obligations described in
clause (h) of the preceding sentence with respect to any lease
classified according to GAAP as an "operating lease," shall equal the
sum of (1) the present value of rentals and other minimum lease payments
required in connection with such lease [calculated in accordance with
SFAS 13 and other GAAP relevant to the determination of the whether such
lease must be accounted for as an operating lease or capital lease],
plus (2) the fair value of the property covered by the lease; provided,
however, that such amount shall not exceed the price, as of the date a
determination of Debt is required hereunder, for which the lessee can
purchase the leased property pursuant to any valid ongoing purchase
option if, upon such a purchase, the lessee shall be excused from paying
rentals or other minimum lease payments that would otherwise accrue
after the purchase. Notwithstanding the foregoing, solely for the
purpose of calculating the financial covenants provided for in Part II
of this Schedule 1, NAI may exclude from the calculation of Debt any
payments or obligations required pursuant to or in connection with the
Leases (or under other Synthetic Leases with BNPLC from time to time, if
any).

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense accruing during such period, plus (b)
amortization of principal or debt discount in respect of all Debt during
such period, plus (c) rent payable under all leases of property during
such period, plus (d) taxes payable during such period (but in no event
less than $1.00, regardless of any tax refunds received).

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "INTANGIBLE
ASSETS" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"MANDATORY COLLATERAL PERIOD" means any period during which,
notwithstanding any contrary designation of a Collateral Percentage by
NAI under the Pledge Agreements, the Collateral Percentage for purposes
of the Pledge Agreements shall be one hundred percent (100%).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries

10

for non-cash charges made to write down goodwill or research and
development costs in connection with acquisitions permitted by this
Schedule 1.

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the
following assets of NAI and its Subsidiaries (determined on a
consolidated basis): unencumbered cash; plus unencumbered short
term cash investments; plus other unencumbered marketable
securities which are classified as short term investments in
accordance with GAAP; plus unencumbered accounts receivable,
computed net of reserves for uncollectible amounts as determined
in accordance with GAAP, but excluding collateral delivered and
pledged under the Pledge Agreements (or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any
Subsidiary to BNPLC) in accordance with the requirements thereof
(if any); plus, to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a
consolidated basis) treated as current liabilities in accordance
with GAAP, plus (2) other obligations included in total Debt of
NAI and its Subsidiaries (determined on a consolidated basis),
the payment of which is due on demand or will become due within
one year after the date on which the applicable determination of
Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal
quarters of NAI, the last of which quarters ends after December 31,
1999.

PART II - FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, unencumbered short
term cash investments and unencumbered marketable securities classified
as short term investments according to GAAP of NAI and its Subsidiaries
(determined on a consolidated basis) (but excluding collateral delivered
and pledged under the Pledge Agreements [or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any Subsidiary to
BNPLC] in accordance with the requirements thereof [if any]) to be less
than total Debt of NAI and its Subsidiaries (determined on a
consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

11

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. the ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

PART III - [INTENTIONALLY OMITTED]

PART IV - OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the Operative
Documents, during the Term, NAI shall not, without the prior written consent of
BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

1. Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves are
maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which
are not past due for more than thirty (30) days, or which are being
contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal,
indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business;

5. judgment and other similar Liens against assets other than
the Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that
the execution or other enforcement of such Liens is effectively stayed

12

and the claims secured thereby are being actively contested in good
faith by appropriate proceedings;

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with
the occupation, use and enjoyment by NAI or any such Consolidated
Subsidiary of the property or assets encumbered thereby in the normal
course of its business or materially impair the value of the property
subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

8. Liens not otherwise permitted by this subparagraph A (and not
encumbering the Property or any Collateral) incurred in connection with
the incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount
of all outstanding obligations secured by Liens incurred pursuant to
this clause shall not at any time exceed five percent (5%) of
Consolidated Tangible Net Worth at such time; and (b) such Liens do not
constitute Liens against NAI's interest in any material Subsidiary or
blanket Liens against all or substantially all of the inventory,
receivables, general intangibles or equipment of NAI or of any material
Subsidiary of NAI (for purposes of this clause, a "material Subsidiary"
means any subsidiary whose assets represent a substantial part of the
total assets of NAI and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions or
refundings of any Debt secured by Liens described in the preceding
clauses of this subparagraph A, provided that there is no increase in
the aggregate principal amount of Debt secured thereby from that which
was outstanding as of the date of such renewal, extension or refunding
and no additional property is encumbered.

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

13

E. Facilities. fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith contest
or as to which a bona fide dispute may arise, and (b) for which NAI has made
provisions, to BNPLC's satisfaction, for eventual payment thereof in the event
that NAI is obligated to make such payment.

G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up to an
aggregated of $10,000,000.00, (e) loans to employees, officers, directors to
finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

14

MODIFICATION AGREEMENT
(SECOND AMENDMENT TO OPERATIVE DOCUMENTS)

This MODIFICATION AGREEMENT (this "AGREEMENT") is made effective as of
January 25, 2002, by BNP PARIBAS LEASING CORPORATION, a Delaware corporation
("BNP"), and NETWORK APPLIANCE, INC., a California corporation ("NAI").

R E C I T A L S

A. BNP and NAI executed a Lease Agreement (Phase IV-Improvements) dated
as of October 2, 2000 (as amended, the "IMPROVEMENTS LEASE") and a Lease
Agreement (Phase IV-Land) dated as of October 2, 2000 (as amended, the "LAND
LEASE"), together with certain other Operative Documents relating thereto
(capitalized terms used and not otherwise defined in this Agreement are intended
to have the meanings assigned to them in the Common Definitions and Provisions
Agreement (Phase IV - Improvements) executed by BNPLC and NAI contemporaneously
with the Improvements Lease and in the Common Definitions and Provisions
Agreement (Phase IV - Land) executed by BNPLC and NAI contemporaneously with the
Land Lease, each as amended).

B. BNP, NAI, and the undersigned Participants desire to amend the
Improvements Lease, the Land Lease, and the Pledge Agreements as provided below
on and subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the above recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.      Financial Covenants. Subject to the approval of a Majority (under and as
defined in the Participation Agreement) as provided in the next
paragraph, Schedule 1 attached to each of the Land Lease, the
Improvements Lease, and the Pledge Agreements is hereby amended and
restated in its entirety with Schedule 1 attached hereto.

2.      Collateral Percentage. At all times hereafter, the Collateral Percentage
for purposes of the Pledge Agreements shall be one hundred percent
(100%), and a Mandatory Collateral Period shall be in effect at all
times hereafter.

3.      Approval by a Majority. The foregoing modifications are made contingent
upon approval by a "Majority" under and as defined in the Participation
Agreement, which approval is to be evidenced by the execution of this
Modification in the spaces provided below by parties to the
Participation Agreement.

4.      Representations and Warranties. NAI hereby represents and warrants to
BNP and the Participants as follows:

(a)    No Default has occurred or is continuing.

(b)    The execution, delivery and performance by NAI of this
Modification has been duly authorized by all necessary corporate
and other action and do not and will not require any registration
with, consent or approval of,

notice to or action by, any Person in order to be effective and
enforceable.

(c)    All representations and warranties of NAI contained in the
Operative Documents are true and correct on and as of the date
hereof.

5.      Ratification. Each of the Operative Documents are hereby ratified and
confirmed in all respects.

6.      Entire Agreement. This Agreement and the documents and agreements
referred to herein set forth the entire agreement between the parties
concerning the subject matter hereof and no amendment or modification of
this Agreement shall be binding or valid unless expressed in a writing
executed by both parties hereto.

7.      Successors and Assigns. All of the covenants, agreements, terms and
conditions to be observed and performed by the parties hereto shall be
applicable to and binding upon their respective heirs, personal
representatives, successors and, to the extent assignment is permitted
under the Leases, their respective assigns.

8.      Fees and Expenses. NAI covenants and agrees to pay to or reimburse BNP,
upon demand, for all reasonable out-of-pocket costs and expenses
(including the reasonable fees, charges and disbursements of counsel)
incurred by BNP in connection with the development, preparation,
negotiation, execution and delivery of this Modification. NAI covenants
and agrees to pay to BNP, for payment in turn by BNP to each Participant
which executes and returns this Modification to BNP on or prior to
February 11, 2002, an amendment fee equal to 10 basis points of all such
Participants' Percentages under the Participation Agreement multiplied
by the original Maximum Construction Allowance (not taking into account
any Prior Funding Advances), such fee to be payable on the date hereof.

9.      Execution in Counterparts. To facilitate execution, this Agreement may
be executed in as many identical counterparts as may be required. It
shall not be necessary that the signature of, or on behalf of, each
party, or that the signature of all persons required to bind any party,
appear on each counterpart. All counterparts, taken together, shall
collectively constitute a single instrument. It shall not be necessary
in making proof of this Agreement to produce or account for more than a
single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto. Any signature page to any counterpart
may be detached from such counterpart without impairing the legal effect
of the signatures thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature
pages.

2

10.     Recitals. The recitals contained herein are incorporated by this
reference.

3

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

BNP PARIBAS LEASING CORPORATION,
a Delaware corporation

By:____________________________________
Lloyd G. Cox, Managing Director

NETWORK APPLIANCE, INC., a California
corporation

By:____________________________________
Name:__________________________________
Title:_________________________________

4

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BNP PARIBAS

By:____________________________________
Name:_______________________________
Title:______________________________

By:____________________________________
Name:_______________________________
Title:______________________________

5

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BANK OF AMERICA, N.A.

By:____________________________________
Name:_______________________________
Title:______________________________

6

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

ERSTE BANK

By:____________________________________
Name:_______________________________
Title:______________________________

7

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

WELLS FARGO BANK, N.A.

By:____________________________________
Name:_______________________________
Title:______________________________

8

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

CDC FINANCE - CDC IXIS

By:____________________________________
Name:_______________________________
Title:______________________________

9

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

THE INDUSTRIAL BANK OF JAPAN LIMITED

By:____________________________________
Name:_______________________________
Title:______________________________

10

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

FBTC LEASING CORP.

By:____________________________________
Name:_______________________________
Title:______________________________

11

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

THE DAI-ICHI  KANGYO BANK, LTD.

By:____________________________________
Name:_______________________________
Title:______________________________

12

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

AIB INTERNATIONAL FINANCE

By:____________________________________
Name:_______________________________
Title:______________________________

13

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

BANK HAPOALIM B.M.

By:____________________________________
Name:_______________________________
Title:______________________________

14

[Continuation of signature pages to Amendment dated to be effective January 25,
2002]

The undersigned Participant hereby consents to the foregoing Amendment:

THE BANK OF NOVA SCOTIA

By:____________________________________
Name:_______________________________
Title:______________________________

15

Schedule 1

FINANCIAL COVENANTS

This Schedule 1 is attached to and made a part of (a) the Lease
Agreement (Phase IV - Improvements) (as amended, the "IMPROVEMENTS LEASE") dated
to be effective as of October 2, 2000 (the "EFFECTIVE DATE"), between BNP
Paribas Leasing Corporation, a Delaware corporation, formerly known as BNP
Leasing Corporation ("BNPLC"), and Network Appliance, Inc., a California
corporation ("NAI"), (b) the Lease Agreement (Phase IV - Land) (as amended, the
"LAND LEASE" and, together with the Improvements Lease, the "LEASES") dated to
be effective as of the Effective Date, between BNPLC and NAI, (c) the Pledge
Agreement (Phase IV - Improvements) (as amended, the "PLEDGE AGREEMENT
(IMPROVEMENTS)") dated to be effective as of the Effective Date, among BNPLC,
NAI, and BNP Paribas, as a Participant and as agent for any financial
institutions that become Participants thereunder from time to time, and (d) the
Pledge Agreement (Phase IV - Land) (as amended, and collectively with the Pledge
Agreement (Improvements), the "PLEDGE AGREEMENTS") dated to be effective as of
the Effective Date, among BNPLC, NAI, and BNP Paribas, as a Participant and as
agent for any financial institutions that become Participants thereunder from
time to time.

PART I - DEFINED TERMS

In this Schedule 1, capitalized terms used but not defined herein shall
have the meaning assigned to them in the Leases or the Common Definitions and
Provisions Agreements referenced in the Leases; and the following capitalized
terms shall have the following meanings:

"ADJUSTED NET INCOME" means, for any fiscal period of NAI, the aggregate
net income earned (or net losses incurred) during such period by NAI and
its Subsidiaries (determined on a consolidated basis), plus any
Permitted Non-Cash Charges deducted in determining such net income (or
net loss).

"ADJUSTED EBIT" means, for any accounting period, net income (or net
loss) of NAI and its Subsidiaries (determined on a consolidated basis),
plus the amounts (if any) which, in the determination of net income (or
net loss) for such period, have been deducted for (a) interest expense,
(b) income tax expense (c) rent expense under leases of property, and
(d) Permitted Non-Cash Charges, but in no event shall Adjusted EBIT be
less than $1.00.

"CONSOLIDATED TANGIBLE NET WORTH" means the excess of (1) the total
assets, other than Intangible Assets, of NAI and its Subsidiaries
(determined on a consolidated basis) over (2) the total liabilities of
NAI and its Subsidiaries (determined on a consolidated basis).

"DEBT" as used in this Exhibit shall have the meaning assigned to it in
the Common Definitions and Provisions Agreements, where "Debt" of any
Person is defined to mean (without duplication of any item) the sum of:
(a) indebtedness of such Person for borrowed money; (b) indebtedness of
such Person for the deferred purchase price of property or services
(except trade payables and accrued expenses constituting current
liabilities in the ordinary course of business); (c) the face amount of
any outstanding letters of credit issued for the account of such Person;
(d) obligations of such Person arising under acceptance facilities; (e)
guaranties, endorsements (other than for

16

collection in the ordinary course of business) and other contingent
obligations of such Person to purchase, to provide funds for payment, to
provide funds to invest in any Person, or otherwise to assure a creditor
against loss; (f) obligations of others secured by any Lien on property
of such Person; (g) obligations of such Person as lessee under Capital
Leases; and (h) the obligations of such Person, contingent or otherwise,
under any "synthetic" or other lease of property or related documents
(including a separate purchase agreement) which provides that such
Person or any of its Affiliates must purchase or cause another Person to
purchase any interest in the leased property and thereby guarantee a
minimum residual value of the leased property to the lessor (a
"SYNTHETIC LEASE"). For purposes of this definition, the amount of the
obligations described in clause (h) of the preceding sentence with
respect to any lease classified according to GAAP as an "operating
lease," shall equal the sum of (1) the present value of rentals and
other minimum lease payments required in connection with such lease
[calculated in accordance with SFAS 13 and other GAAP relevant to the
determination of the whether such lease must be accounted for as an
operating lease or capital lease], plus (2) the fair value of the
property covered by the lease; provided, however, that such amount shall
not exceed the price, as of the date a determination of Debt is required
hereunder, for which the lessee can purchase the leased property
pursuant to any valid ongoing purchase option if, upon such a purchase,
the lessee shall be excused from paying rentals or other minimum lease
payments that would otherwise accrue after the purchase. Notwithstanding
the foregoing, solely for the purpose of calculating the financial
covenants provided for in Part II of this Schedule 1, NAI may exclude
from the calculation of Debt any payments or obligations required
pursuant to or in connection with the Leases (or under other Synthetic
Leases with BNPLC from time to time, if any).

"FIXED CHARGES" means, for any accounting period, the sum (without
duplication of any item) of the following charges or costs incurred or
paid by NAI and its Subsidiaries (determined on a consolidated basis):
(a) gross interest expense accruing during such period, plus (b)
amortization of principal or debt discount in respect of all Debt during
such period, plus (c) rent payable under all leases of property during
such period, plus (d) taxes payable during such period (but in no event
less than $1.00, regardless of any tax refunds received).

"INTANGIBLE ASSETS" means assets of NAI and its Subsidiaries (determined
on a consolidated basis) that are properly classified as "INTANGIBLE
ASSETS" in accordance with GAAP and, in any event, shall include
goodwill, patents, trade names, trademarks, copyrights, franchises,
experimental expense, organization expense, unamortized debt discount
and expense, and deferred charges (other than prepaid insurance, prepaid
taxes and current deferred taxes to the extent any such prepaid or
deferred items are classified on the balance sheet of NAI and its
consolidated Subsidiaries as current assets in accordance with GAAP and
with the concurrence of NAI's independent public accountants).

"MANDATORY COLLATERAL PERIOD" means any period during which,
notwithstanding any contrary designation of a Collateral Percentage by
NAI under the Pledge Agreements, the Collateral Percentage for purposes
of the Pledge Agreements shall be one hundred percent (100%).

"PERMITTED NON-CASH CHARGES" means the amounts (if any) which, in the
determination of net income (or net loss) for any relevant fiscal
period, have been deducted by NAI or its Subsidiaries for non-cash
charges made to write down goodwill or research and development costs in
connection with acquisitions permitted by this Schedule 1.

17

"QUICK RATIO" means the ratio of:

(A) the sum (without duplication of any item) of the
following assets of NAI and its Subsidiaries (determined on a
consolidated basis): unencumbered cash; plus unencumbered short
term cash investments; plus other unencumbered marketable
securities which are classified as short term investments in
accordance with GAAP; plus unencumbered accounts receivable,
computed net of reserves for uncollectible amounts as determined
in accordance with GAAP, but excluding collateral delivered and
pledged under the Pledge Agreements (or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any
Subsidiary to BNPLC) in accordance with the requirements thereof
(if any); plus, to

(B) the sum (without duplication of any item) of (1) all
liabilities of NAI and its Subsidiaries (determined on a
consolidated basis) treated as current liabilities in accordance
with GAAP, plus (2) other obligations included in total Debt of
NAI and its Subsidiaries (determined on a consolidated basis),
the payment of which is due on demand or will become due within
one year after the date on which the applicable determination of
Quick Ratio is required hereunder.

"ROLLING FOUR QUARTER PERIOD" means a period of four consecutive fiscal
quarters of NAI, the last of which quarters ends after December 31,
1999.

PART II - FINANCIAL COVENANTS FOR LEASE AGREEMENT

NAI covenants that it shall not at any time suffer or permit:

1.      Minimum Unencumbered Cash and Cash Equivalents. The sum (without
duplication of any item) of the unrestricted cash, unencumbered short
term cash investments and unencumbered marketable securities classified
as short term investments according to GAAP of NAI and its Subsidiaries
(determined on a consolidated basis) (but excluding collateral delivered
and pledged under the Pledge Agreements [or under any other pledge
agreements with BNPLC securing Debt payable by NAI or any Subsidiary to
BNPLC] in accordance with the requirements thereof [if any]) to be less
than total Debt of NAI and its Subsidiaries (determined on a
consolidated basis).

2.      Minimum Tangible Net Worth. Consolidated Tangible Net Worth to be less
than the sum of: (a) ninety percent of the Consolidated Tangible Net
Worth as of October 30, 1998; plus (b) seventy-five percent of NAI's net
income (computed without deduction for net losses in any fiscal quarter)
earned in each fiscal quarter since October 30, 1998; plus (c)
one-hundred percent of the net proceeds of sales of stock in NAI or its
Subsidiaries (other than sales to NAI or its Subsidiaries) after October
30, 1998; less (d) Permitted Non-Cash Charges for any period after
October 30, 1998.

3.      Minimum Quick Ratio. The Quick Ratio to be less than 1.50 to 1.00.

4.      Minimum Fixed Charge Coverage. The ratio of (a) Adjusted EBIT for any
Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling
Four Quarter Period, to be less than 1.50 to 1.00.

18

5.      Minimum Profitability. Adjusted Net Income to be less than $1.00 in more
than one fiscal quarter of any Rolling Four Quarter Period.

6.      Maximum Leverage Ratio. the ratio of (a) total Debt of NAI and its
Subsidiaries (determined on a consolidated basis) at the end of any
Rolling Four Quarter Period to (b) the Adjusted EBIT for the same Four
Quarter Rolling Period, to exceed 3.00 to 1.00.

PART III - [INTENTIONALLY OMITTED]

PART IV - OTHER COVENANTS

Without limiting NAI's obligations under the other provisions of the Operative
Documents, during the Term, NAI shall not, without the prior written consent of
BNPLC in each case:

A. Liens. Create, incur, assume or suffer to exist, or permit any of its
Consolidated Subsidiaries to create, incur, assume or suffer to exist, any Lien,
upon or with respect to any of its properties, now owned or hereafter acquired,
provided that the following shall be permitted except to the extent that they
would encumber any interest in the Property in violation of other provisions of
the Operative Documents:

1. Liens for taxes or assessments or other government charges or
levies if not yet due and payable or if they are being contested in good
faith by appropriate proceedings and for which appropriate reserves are
maintained;

2. Liens imposed by law, such as mechanic's, materialmen's,
landlord's, warehousemen's and carrier's Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which
are not past due for more than thirty (30) days, or which are being
contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

3. Liens under workmen's compensation, unemployment insurance,
social security or similar laws (other than ERISA);

4. Liens, deposits or pledges to secure the performance of bids,
tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal,
indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business;

5. judgment and other similar Liens against assets other than
the Property or any part thereof in an aggregate amount not in excess of
$3,000,000 arising in connection with court proceedings; provided that
the execution or other enforcement of such Liens is effectively stayed
and the claims secured thereby are being actively contested in good
faith by appropriate proceedings;

19

6. easements, rights-of-way, restrictions and other similar
encumbrances which, in the aggregate, do not materially interfere with
the occupation, use and enjoyment by NAI or any such Consolidated
Subsidiary of the property or assets encumbered thereby in the normal
course of its business or materially impair the value of the property
subject thereto;

7. Liens securing obligations of such a Consolidated Subsidiary
to NAI or to another such Consolidated Subsidiary;

8. Liens not otherwise permitted by this subparagraph A (and not
encumbering the Property or any Collateral) incurred in connection with
the incurrence of additional Debt or asserted to secure Unfunded Benefit
Liabilities, provided that (a) the sum of the aggregate principal amount
of all outstanding obligations secured by Liens incurred pursuant to
this clause shall not at any time exceed five percent (5%) of
Consolidated Tangible Net Worth at such time; and (b) such Liens do not
constitute Liens against NAI's interest in any material Subsidiary or
blanket Liens against all or substantially all of the inventory,
receivables, general intangibles or equipment of NAI or of any material
Subsidiary of NAI (for purposes of this clause, a "material Subsidiary"
means any subsidiary whose assets represent a substantial part of the
total assets of NAI and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP); and

9. Liens incurred in connection with any renewals, extensions or
refundings of any Debt secured by Liens described in the preceding
clauses of this subparagraph A, provided that there is no increase in
the aggregate principal amount of Debt secured thereby from that which
was outstanding as of the date of such renewal, extension or refunding
and no additional property is encumbered.

B. Transactions with Affiliates. Enter into or permit any Subsidiary of
NAI to enter into any material transactions (including, without limitation, the
purchase, sale or exchange of property or the rendering of any service) with any
Affiliates of NAI except on terms (1) that would not cause or result in a
Default by NAI under the financial covenants set forth in Part II of this
Schedule, and (2) that are no less favorable to NAI or the relevant Subsidiary
than those that would have been obtained in a comparable transaction on an arm's
length basis from an unrelated Person.

C. Compliance. Fail to preserve and maintain all licenses, permits,
governmental approvals, rights, privileges and franchises necessary for the
conduct of its business; or fail to comply with the provisions of all documents
pursuant to which NAI is organized and/or which govern NAI's continued existence
and with the requirements of all laws, rules, regulations and orders of a
governmental agency applicable to NAI and/or its business.

D. Insurance. Fail to maintain and keep in force insurance of the types
and in amounts customarily carried in lines of business similar to that of NAI,
including but not limited to fire, extended coverage, public liability, flood,
property damage and workers' compensation, with all such insurance carried with
companies and in amounts satisfactory to BNPLC, or fail to deliver to BNPLC from
time to time at BNPLC's request schedules setting forth all insurance then in
effect.

E. Facilities. fail to keep all properties useful or necessary to NAI's
business in good repair and condition, or to from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained.

20

F. Taxes and Other Liabilities. Fail to pay and discharge when due any
and all indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as NAI may in good faith contest
or as to which a bona fide dispute may arise, and (b) for which NAI has made
provisions, to BNPLC's satisfaction, for eventual payment thereof in the event
that NAI is obligated to make such payment.

G. Capital Expenditures. Make any additional investment in fixed assets
in any fiscal year in excess of an aggregate of twenty percent (20%) of NAI's
total assets as of the end of the prior fiscal year.

H. Merger, Consolidation, Transfer of Assets. Merge into or consolidate
with any other entity (unless NAI is the surviving entity and remains in
compliance of all provisions of the Operative Documents); or make any
substantial change in the nature of NAI's business as conducted as of the date
hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of NAI's assets except in the ordinary course of its business.

I. Loans, Advances, Investments. Make any loans or advances to or
investments in any person or entity, except (a) any of the foregoing existing as
of, and disclosed to BNPLC prior to, the date hereof, (b) loans to employees for
travel advances, relocation loans and other loans in the ordinary course of
business, (c) investments in accordance with NAI's investment policy, as in
effect from time to time, (d) existing investments in subsidiaries and joint
ventures which have been disclosed to BNPLC in writing prior to the date hereof,
and new investments in subsidiaries and joint ventures in amounts up to an
aggregated of $10,000,000.00, (e) loans to employees, officers, directors to
finance or refinance the purchase of equity securities of NAI.

J. Dividends, Distributions. Declare or pay any dividend or distribution
either in cash, stock or any other property on NAI's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of NAI's stock now or hereafter outstanding.

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