VOLUME PRICING AGREEMENT 2085

                        VOLUME PRICING AGREEMENT NO. 2085

            BUYER:        DATA GENERAL CORPORATION

            SUPPLIER:     BROCADE COMMUNICATIONS SYSTEMS, INC.

            TERM:         Three (3) Years

            MATERIAL:     FIBRE CHANNEL SWITCHES ("SWITCHES") AND
                          GIGABIT INTERFACE CONVERTERS ("GBICs")



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                          VOLUME PRICING AGREEMENT 2085

                            VOLUME PRICING AGREEMENT

This Volume Pricing Agreement Number 2085 (the "Agreement") is made as of
October 1, 1998 (the "Effective Date") between Data General Corporation, a
Delaware (U.S.A.) corporation with a principal place of business at 4400
Computer Drive, Westboro, Massachusetts 01580 (U.S.A.) (hereinafter referred to
as "DGC") and Brocade Communications Systems, Inc., a Delaware corporation with
a principal place of business at 1901 Guadalupe Parkway, San Jose, CA 95131
(U.S.A.) (hereinafter referred to as "SUPPLIER" or "BCS")

In consideration of the mutual covenants contained herein and other
consideration, DGC and BCS agree to the following terms and conditions:

1.      MATERIAL, ORDER ENTRY PERIOD AND METHOD OF ORDER

1.1     The "Order Entry Period" (period during which DGC is entitled to place
        orders for MATERIAL) shall commence on the Effective Date of this
        Agreement, and shall continue until September 30, 2001 unless earlier
        terminated pursuant to [*] below. The Order Entry Period shall then
        continue after such date unless and until either party terminates the
        Order Entry Period by not less than [*] days' written notice. (Provided
        that the Agreement is not terminated for material breach by DGC, such
        termination shall not affect orders issued before the designated
        termination date.)

1.2     BCS agrees to sell the MATERIAL listed in Attachment A (a) to DGC; (b)
        to the Affiliated Companies (as defined in Section 1.6 below); (c) for
        use solely in the course of manufacture of products for DGC, to DGC's
        contract manufacturer(s), in satisfaction of purchase orders issued in
        writing during the Order Entry Period, in accordance with the terms and
        conditions of this Agreement. The hardware components of the MATERIAL
        ("Hardware") and the GBICs shall conform to all specifications
        referenced in Attachment B and the software components of the MATERIAL
        ("Software") shall substantially conform to all specifications
        referenced in Attachment B, including without limitation DGC's
        Specifications for safety [*] and RF emissions and telecommunications
        compliance [*]. Further, all MATERIAL shall be "Year 2000 Qualified".
        For purposes of the foregoing, "Year 2000 Qualified" means that MATERIAL
        will correctly process, calculate, compare and sequence date data from,
        into and between the twentieth and the twenty-first centuries, including
        leap year calculations, when used in accordance with the associated
        product documentation; provided that all hardware, firmware and software
        used in combination with MATERIAL properly exchange accurate date data
        in appropriate Year 2000 format. Except as set forth herein, (i) neither
        party may make any changes to the specifications set forth in the
        attachments hereto without written consent of the other party, and (ii)
        only DGC shall be entitled to request modifications to the MATERIAL
        (excluding GBICs).

1.3     DGC shall order MATERIAL under this Agreement only by means of its
        written purchase order(s). Telephone or facsimile communications will be
        accepted to initiate order processing, subject to a written confirmation
        by DGC on DGC's purchase order within [*] days thereof; in such case,
        the time of order placement shall relate back to the initial
        communication. Subject to the terms and conditions of this Agreement,
        BCS agrees to accept all purchase orders issued in accordance with this
        Agreement during the Order Entry Period. BCS agrees to notify DGC in
        writing of any improper order, within [*] business days of receipt.

1.4     This Agreement shall apply to all orders for any MATERIAL listed in
        Attachment A which are identified by DGC's Specification Number(s). Any
        term of a Purchase Order which conflicts with or

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.

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                          VOLUME PRICING AGREEMENT 2085

        adds to the terms of this Agreement shall be of no force or effect; the
        parties agree that Purchase Orders shall only serve to state the
        MATERIAL ordered, the desired delivery date, method of shipment,
        "Ship-To" address and taxability of order status. In addition, this
        Agreement shall also apply to any other Replacements and Repair and
        Refurbishment services, provided that DGC's purchase order includes the
        following legend:

                "This Purchase Order is placed under Volume Pricing Agreement
                No. 2085 dated October 1, 1998, which shall exclusively govern
                this Purchase Order."

1.5     DGC estimates that it will purchase an average quarterly quantity of
        units of MATERIAL as listed on Attachment A of this Agreement during the
        term of this Agreement. However, [*]. If the purchases for the previous
        two (2) quarters fall below [*] percent of the average quarterly
        quantity mentioned in this paragraph 1.5 and detailed in Attachment A,
        upon which initial pricing is herein based, BCS has the right to adjust
        prices on subsequent orders placed by DGC upon written notice to DGC.
        BCS will allow DGC [*] days to place sufficient non-cancelable orders to
        bring the actual quantities purchased in line with the forecast herein
        stated. If DGC's actual purchases of MATERIAL are [*] or more above the
        original forecast, DGC can request pricing be adjusted on subsequent new
        orders.

1.6     Any DGC divisions, plants, and companies controlled by, controlling or
        under common control with DGC (being DGC's "Affiliated Companies") may
        purchase MATERIAL, Replacements and Repair and Refurbishment services,
        all as otherwise provided in this Agreement.

2.      PRICES, F.O.B. POINT, PAYMENT TERMS

2.1     Prices for MATERIAL purchased hereunder shall be as stated in Attachment
        A, F.O.B. [*], Place of Shipment, at BCS's contract manufacturer's
        U.S. facility (hereafter, the "F.O.B. Point"). Freight terms shall be
        freight charges collect. DGC shall not be liable for damage due to
        improper packaging of MATERIAL or for MATERIAL improperly [*], or for
        any concealed damage at the time of tender at the F.O.B. Point.

2.2     Payment shall be due, against BCS's invoice delivered to DGC, [*] days
        after the date of invoice. Unless otherwise agreed, invoices
        shall not issue until delivery of the MATERIAL at the F.O.B. Point.

2.3     BCS agrees that the [*] will be [*] than the [*] by BCS to any of its
        customers [*] products in [*] upon [*]. In the event that BCS offers [*]
        or other [*] to other customers for [*] in [*] upon [*] during the term
        of this Agreement, then BCS shall [*] similar [*] in [*] and [*] to DGC.
        DGC and BCS will meet quarterly to review pricing and, if mutually
        agreed in a signed writing, implement price adjustments based on the
        current market conditions and other related factors. The revised
        pricing, if any, will only apply to MATERIAL purchased from the review
        date forward, or upon a date agreed to in writing by both parties, and
        be in effect until the next pricing review or other pricing action. Upon
        DGC receipt of any amended pricing schedule or other document reflecting
        BCS's adjustments in price, pricing hereunder shall be deemed amended by
        substitution of such amended pricing schedule / document.

2.4     DGC acknowledges that MATERIAL, including documentation and other
        technical data, are subject

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  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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                          VOLUME PRICING AGREEMENT 2085

        to export controls imposed by the U.S. Export Administration
        Regulations, and the laws of other countries worldwide (the "Export
        Laws"). DGC warrants and represents to BCS that it will not export or
        re-export (directly or indirectly) any MATERIAL, or documentation or
        other technical data therefor, in whole or in part, in violation of the
        Export Laws and the regulations thereunder. DGC, at its costs, shall
        obtain all necessary export documentation, licenses and authorizations
        for international shipments, and BCS agrees to use commercially
        reasonable efforts to assist DGC in such effort.

3.      LEAD TIME; DELIVERY- DEFINITIONS AND REQUIREMENTS

3.1     Timeliness of delivery of MATERIAL pursuant to the requirements of this
        Agreement is of the essence. BCS will use commercially reasonable
        efforts to cause MATERIAL to be delivered to DGC's designated "Ship-To"
        location no later than the "Date Due" specified on the purchase order(s)
        submitted pursuant to Section 1.4 above, provided that DGC allows no
        less that the lead time(s) stated in Attachment A (for MATERIAL) and
        Attachment D (for Replacements). For such purpose, lead time shall mean
        the time between BCS's receipt of DGC's order and the "Date(s) Due"
        specified for such order. BCS shall not deliver MATERIAL more than four
        (4) days before the specified "Date Due". BCS shall use commercially
        reasonable efforts to accommodate and accept orders allowing less than
        the required lead time. BCS will provide written acknowledgement of
        committed delivery dates for all DGC orders within 5 business days after
        BCS's receipt of DGC's order.

3.2     By the tenth (10th) business day of each month, DGC shall provide BCS
        with a written rolling 26-week forecast of its anticipated MATERIAL
        requirements.

3.3     Except as provided in Section 4.2, orders not delivered in a timely
        manner (as described in Section 3.1) shall be subject to rescheduling,
        at DGC's option and without charge, and without limitation of DGC's
        other remedies.

3.4     In the event that BCS determines that it may be unable to make timely
        delivery of MATERIAL not later than the committed delivery dates, then
        BCS shall promptly: (1) make commercially reasonable efforts (e.g., use
        of overtime, expedited procurement of parts and components, and
        expedited shipment (such as use of air freight)) to minimize the delay,
        and (2) inform DGC of the situation, the actions so taken and to be
        taken by BCS, and when BCS expects to be able to effect delivery. BCS is
        responsible for all incremental costs arising from actions taken to
        minimize late deliveries, including without limitation any incremental
        freight charges associated with expedited shipments.

3.5     Except as expressly otherwise stated herein, and subject to each term
        and condition of this Agreement, BCS will supply the MATERIAL described
        in Attachment A throughout the stated term of this Agreement. BCS shall
        provide [*] days' written notice of intent to discontinue the
        manufacture, sale or distribution of any or all MATERIAL ("End of Life"
        or "EOL"). DGC may place orders for any demand during the [*] days of
        such notice for delivery of affected MATERIAL prior to the end of the
        notice period. To the extent that such orders exceed DGC's previous
        forecast in Section 3.2 for MATERIAL, the orders shall be
        non-cancelable. Unless BCS agrees in writing to the contrary, BCS shall
        accept only forecasted orders in the last [*] days of the stated notice
        period, and such orders shall be (i) for delivery within four (4) months
        after the date such orders are placed, and (ii) non-cancelable.

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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                          VOLUME PRICING AGREEMENT 2085

4.      RESCHEDULING; CANCELLATION; CHANGE OF DESTINATION

4.1     Rescheduling: Deferred Deliveries --- DGC may adjust the "Date Due" to a
        later date specified by DGC in its notice, subject to the following
        conditions and restrictions:

                               DEFERMENT SCHEDULE
                               ------------------



NOTICE PERIOD                        RESCHEDULING CONDITIONS
-------------                        -----------------------
                                  
0-30 days before Date Due            No rescheduling permitted

[*] days before Date Due             MATERIAL can be rescheduled; rescheduled
                                     date shall be no later than 90 days from
                                     the Date Due stated on DGC's initial order
                                     or the end of the current BCS Fiscal
                                     Quarter, which whichever comes first.

[*] days or greater before           Unlimited rescheduling permitted provided
    Date Due                         that the MATERIAL is not identified in
                                     Attachment A as DGC UNIQUE MATERIAL


4.2     Rescheduling: Accelerated or Less-Than-Leadtime Deliveries --- BCS shall
        accommodate DGC's requests to accelerate the date(s) of deliveries
        and/or to manufacture and deliver MATERIAL (specifically excluding GBICs
        which are not integrated into SWITCHES) in a shorter period than the
        applicable lead time, as follows:

                              ACCELERATION SCHEDULE
                              ---------------------



NOTICE PERIOD                       CONDITIONS
-------------                       ----------
                                  
0- 30 days before Date Due           BCS shall use commercially reasonable
                                     efforts to satisfy DGC's requirements

[*] days before Date Due             BCS shall accommodate DGC's requirements,
                                     insofar as not exceeding [*] above Monthly
                                     Forecasted Demand

[*] days before Date Due             BCS shall accommodate DGC's requirements,
                                     insofar as not exceeding [*] above Monthly
                                     Forecasted Demand

[*] days or greater before           BCS shall accommodate DGC's requirements,
    Date Due, or prior to BCS's      insofar as not exceeding [*] above Monthly
    leadtime, whichever is           Forecasted Demand. Further, BCS shall use
    earlier                          its commercially reasonable efforts to
                                     accommodate any requested increase/
                                     acceleration above that level.


        For these purposes, "Monthly Forecasted Demand" shall mean the average
        of the last [*] months actual shipment quantities and the forecast for
        the next 4 months, which forecast has been submitted to BCS pursuant to
        Section 3.2 above no less than 30 days prior to the date of the request
        for acceleration.

        The parties agree that DGC shall not have the remedies set forth in
        Section 3.3 above on account of BCS's failure to meet DGC's accelerated
        Due Dates.

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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                          VOLUME PRICING AGREEMENT 2085

4.3     Cancellation -- DGC may cancel any order, by notice given not later than
        delivery of the MATERIAL to the F.O.B. Point. There shall be no
        cancellation charges for orders canceled with a notice period greater
        than the specified lead time for the MATERIAL being canceled, nor for
        cancellation of any MATERIAL described below which is canceled with at
        least the below-specified notice:

                              CANCELLATION SCHEDULE



        NOTICE PERIOD                              CANCELLATION CHARGES
        -------------                              --------------------
                                                
        0-30 days before Date Due                  100% of the Purchase Price

        31-89 days before Date Due                 [*] of the Purchase Price

        90 days or greater before Date             No liability for cancellation
         Due, or prior to the specified
         leadtime, whichever is earlier


        All other cancellations may be subject to cancellation charges to be
        negotiated between the parties, which shall not exceed the lesser of (i)
        BCS's direct damages, or (ii) [*]. Without limitation, if cancelled
        MATERIAL is not customized for, or a proprietary product of, DGC, then
        if BCS can find an alternate customer to purchase cancelled MATERIAL
        within three (3) months after the date upon which DGC would have been
        obliged to take delivery of such MATERIAL, BCS agrees that its
        restocking charges, if asserted, will not exceed [*] of the Purchase
        Price.

4.4     Change of Destination -- By written notice given not later than [*] days
        before shipment of MATERIAL, DGC may change the "ship-to" destination
        designated in DGC's orders. Non-domestic shipments shall require 30 days
        written notice of such change.

5.      WARRANTIES

5.1     BCS agrees that the warranty extended to DGC herein for the MATERIAL is
        the same or better than that extended by BCS to any of its customers
        purchasing comparable products (the "Standard Warranty"). In the event
        that BCS offers more favorable standard warranty terms (e.g., extended
        length of the warranty granted over standard BCS products) to other
        customers purchasing comparable products during the term of this
        Agreement, then BCS shall immediately extend similar terms to DGC and
        its Affiliated Companies for MATERIAL ordered after the date upon which
        such more favorable terms are granted.

5.2     All MATERIAL shall be new (except repaired or refurbished MATERIAL
        provided to DGC under warranty service by BCS) and, in the case of
        Hardware, in compliance with DGC's specifications as referenced in
        Attachment B and, to the extent not inconsistent, BCS's specifications,
        and in the case of Software, in substantial compliance with DGC's
        specifications as referenced in Attachment B and, to the extent not
        inconsistent, BCS's specifications. From time to time, BCS may issue
        notice of "Mandatory Field Changes", which are changes to MATERIAL
        required to satisfy governmental environmental, safety or other
        standards, reliability concerns, or to guarantee a continuity of supply.
        BCS will make commercially reasonable efforts to provide DGC with [*]
        days' prior written notice of Mandatory Field Changes prior to
        implementing such changes; however this period may be

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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                          VOLUME PRICING AGREEMENT 2085

        reduced if the change involves safety or reliability, or if otherwise
        required by law. BCS shall issue Mandatory Field Change Orders ("MFCOs")
        to effect such changes. The parties shall mutually agree on how DGC
        shall implement the MFCOs. MFCOs shall include all documentation
        necessary to properly define and implement any such change, and BCS
        shall at its expense deliver to DGC kits of all parts and materials
        necessary to effect MFCOs on all MATERIAL previously delivered as soon
        as practical under the circumstances. BCS will reimburse DGC's actual
        and reasonable costs incurred in implementing such MFCOs.

5.3     All Hardware shall be free from defects during the "Standard Warranty"
        stated in Attachment A, and all Software shall be materially free of
        defects during the Standard Warranty for Software stated in Attachment
        A. BCS agrees to repair or replace all defective Hardware and Software
        (as verified by BCS in its sole reasonable discretion) which is returned
        to BCS during the Standard Warranty, and to return such Hardware or
        Software to DGC within the "Warranty Cycle Time for MATERIAL" stated in
        Attachment A or as specified under DGC's "Advanced Exchange" terms
        stated below. In the event that Hardware or Software returned is not
        defective, DGC will be responsible for freight costs for return shipment
        to DGC. Defective Hardware or Software which is not repaired or
        replaced, and returned, within the stated period shall be subject to
        revocation of acceptance, whereupon BCS shall refund to DGC the
        then-current purchase price (less any previous credits, refunds or
        discounts) for such Hardware and Software. DGC shall comply with BCS's
        reasonable Return Material Authorization ("RMA") procedures when making
        returns under this Agreement; BCS shall use commercially reasonable
        efforts to provide RMAs to DGC (or DGC's designated contractors) within
        [*] of request. DGC shall be responsible for all charges arising from
        return of warranty claims to BCS and BCS shall be responsible for
        payment of all shipping charges relative to return of warranty claims to
        DGC.

5.4     "Advanced Exchange" -- BCS agrees to support DGC's "Advanced Exchange"
        requirements by delivering replacement MATERIAL prior to receipt of
        defective MATERIAL from DGC. The parties acknowledge that such Advance
        Exchange requests shall generally take between [*] and [*] calendar
        days.

5.4.1   Notwithstanding the foregoing, upon written request from DGC for
        "Expedited Next-Day Advanced Exchange", BCS will provide next business
        day shipment of replacement MATERIAL for MATERIAL listed on Attachment A
        of this Agreement that is covered by BCS's Standard Warranty to any DGC
        designated U.S. or Canadian location (excepting only requests made on
        weekends and holidays, which shall be delivered on the second business
        day) for a [*] per incident charge, unless the necessity for exercising
        Expedited Next-Day Advanced Exchange is attributable to delinquencies in
        the delivery of MATERIAL or spare Field Replaceable Units ("FRUs"), or
        of (normal) Advanced Exchange MATERIAL replacements, or of MATERIAL
        serviced under BCS's warranty, to DGC by BCS.

5.5     BCS agrees to maintain an adequate inventory of replacement MATERIAL for
        DGC to cover the estimated or actual annual replacement MATERIAL rate,
        as stated in Attachment C of this Agreement.

5.6     Regardless of whether or not DGC avails itself of the Expedited Next-Day
        Advance Exchange mechanism described in Section 5.4.1, DGC will be
        required to return all defective MATERIAL to BCS no later than fifteen
        (15) days after the replacement MATERIAL has been received by DGC. If
        the defective MATERIAL are not returned by DGC within thirty (30) days
        after receipt of the replacement MATERIAL, BCS will invoice DGC at the
        then-current purchase price, with payment due no later than [*] days
        after receipt of the invoice from BCS.

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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                          VOLUME PRICING AGREEMENT 2085

5.7     Dead-on-Arrival ("DOA") MATERIAL and Catastrophic Failures of MATERIAL

5.7.1   Dead on Arrival: Insofar as requested by DGC in writing to meet its
        business requirements, BCS agrees to use commercially reasonable efforts
        to provide expedited assistance and replacement of MATERIAL found to be
        defective upon initial inspection or use at DGC, in no event longer than
        [*] days after receipt by BCS of the returned DOA MATERIAL.

5.7.2   "Catastrophic failures" are defined as MATERIAL demonstrating failure
        rates materially in excess of [*] times those predicted by the
        applicable specifications (under defect-per-million,
        mean-time-between-failure and any other applicable parameters). BCS also
        agrees that if a repair, recall or replacement is required, then BCS
        will make commercially reasonable efforts and at its sole discretion to:
        (A) provide sufficient replacement MATERIAL no later than [*] days after
        repair, recall or replacement is initiated to retrofit DGC's installed
        base, (B) repair, replace or accept for credit all affected MATERIAL in
        a jointly agreeable manner, (C) reimburse DGC for all actual and [*] to
        retrofit DGC's installed base, and (D) upon request, provide appropriate
        technical and business support at DGC and DGC's customer sites. BCS will
        reimburse DGC for all freight and freight related charges arising in
        connection with verified catastrophic warranty claims on such MATERIAL.

5.8     Mutual Warranties. Each party certifies and represents to the other
        party that as of the Effective Date, it has full power, right and
        authority to execute this Agreement, to fulfill all its rights and
        obligations herein.

5.9     Restrictions. The foregoing Standard Warranty shall not apply to
        MATERIAL that have been (i) damaged by accident, Acts of God, shipment,
        improper installation, abnormal physical or electrical stress, misuse or
        misapplication, as determined by BCS in its sole reasonable discretion,
        or (ii) modified without BCS's express written authorization.

5.10    GBICs. BCS warrants that the GBICs are new, and that the GBICs will
        conform to the specifications established by the manufacturer of the
        GBICs. Except as set forth herein, BCS makes no warranties of any kind
        with respect to the performance of the GBICs that BCS may use in the
        manufacture of MATERIAL. As a remedy for defective GBICs, BCS will
        provide replacement parts as a service to DGC for verified GBICs
        failures that occur within twelve (12) months of the date of shipment to
        DGC, as set forth in Attachment A. Such replacements will be
        administered in the same manner as warranty claims concerning Switches
        (e.g., RMA process, Advanced Exchange capability, Warranty Cycle Time,
        etc.).

5.11    Exclusive Remedy. DGC acknowledges and agrees that its sole and
        exclusive remedy for breach of the Standard Warranty is as set forth in
        this Section 5.

5.12    Disclaimer. EXCEPT AS STATED IN SECTION 7, THE FOREGOING WARRANTIES ARE
        IN LIEU OF, AND BCS EXPRESSLY DISCLAIMS, ALL OTHER REPRESENTATIONS,
        WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR
        OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
        NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR
        A PARTICULAR PURPOSE.

5.13    Indemnification by DGC. DGC agrees to defend, indemnify and hold BCS
        harmless from any and all losses, damages, liabilities, costs and
        expenses (including but not limited to reasonable attorneys' fees and
        costs of litigation) incurred by BCS as a result of any third party
        claim, regardless of the form of action, arising from a modification:
        (i) to MATERIAL made by BCS at the request of DGC for MATERIAL sold by
        BCS to DGC or any DGC-affiliated entity entitled to purchase MATERIAL

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  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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                          VOLUME PRICING AGREEMENT 2085

        hereunder pursuant to Section 1.2 above, which claim would not have
        arisen but for the modification requested, or (ii) by DGC of the
        Documentation (as defined herein); provided that BCS promptly notifies
        DGC of any such claim in writing, gives DGC sole control of the defense
        and all related settlement negotiations, and cooperates with DGC in
        defending or settling any such claim.

6.      QUALITY

6.1     It is BCS's intention and commitment to deliver Hardware and GBICs to
        DGC which is free of defects and Software which is materially free of
        defects. To that end, BCS will take those actions and make those reports
        to DGC as described in Attachment C ("Quality Requirements"). BCS shall
        establish and maintain a documented quality system as a means to ensure
        that all Hardware and GBICs processes and operations conform, and all
        Software processes and operations substantially conform, to the
        applicable specifications of this Agreement.

6.2     Product Changes/Concerns in MATERIAL Manufactured by or for BCS
        (Specifically Excluding GBICs) -- BCS shall use commercially reasonable
        efforts to provide DGC with [*] days' notice of changes to MATERIAL
        (specifically excluding GBICs) that affect the form, fit or function of
        such MATERIAL ("Engineering Change Order" or "ECO"). The ECO shall
        contain the reason for the change and test data to support the change.
        If requested, BCS shall concurrently make samples available for
        evaluation. BCS shall also notify DGC promptly should a concern arise
        regarding the quality of MATERIAL already delivered, e.g., any condition
        which might impact substantial compliance with specification,
        reliability, or safety, or increase the rate of defects. If DGC does not
        respond to BCS in writing with respect to an ECO within fifteen (15)
        business days following receipt of such ECO, the ECO will be deemed
        accepted by DGC. In the event that DGC objects in writing to an ECO in
        the stated time period, then DGC may provide BCS with written notice of
        such objection, and shall be entitled to (in addition to placing orders
        for the changed MATERIAL) submit purchase orders for the unchanged
        MATERIAL prior to the effective date of the implementation of the ECO,
        for delivery no more than ninety (90) days after the effective date of
        such implementation and in quantities which do not exceed the total
        quantity of such MATERIAL ordered by DGC in the six (6) months
        immediately preceding the date of notice of ECO.

6.3     Required Quality Levels for Hardware -- Without limitation, the parties
        shall evaluate quality by using Defect Per Million (DPM) statistics and
        other pertinent methods. BCS warrants that the aggregate DPM of the
        Hardware shall meet or exceed the threshold(s) stated in Attachment C.
        BCS agrees to seek to make continuous improvement in DPM statistics
        during each succeeding years of the term.

6.4     Non-Conforming MATERIAL -- DGC reserves the right to reject MATERIAL
        which in its reasonable determination does not conform to the
        specifications as referenced in Attachment B. DGC reserves the right to
        defer inspection until time of actual use of MATERIAL by DGC or the end
        user, as the case may be, but not longer than [*] days from shipment.
        Returns of rejected MATERIAL shall be by BCS's standard RMA procedure,
        with DGC shipping the MATERIAL prepaid to BCS's U.S. repair facility and
        BCS shipping prepaid return to DGC's U.S. warehouse.

6.5     Corrective Actions: Performance Review -- In the event BCS is unable to
        maintain the quality levels required herein, BCS will promptly initiate
        corrective action pursuant to the terms and conditions of Attachment F
        (Service and Support Requirements). A permanent process modification and
        root cause analysis will be made available within thirty (30) days or
        such other reasonable timeframe that is mutually agreed upon. Results of
        the failure or root cause analysis shall be provided to DGC in a written
        report detailing the results of the investigation and corrective actions
        plans to prevent its

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


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                          VOLUME PRICING AGREEMENT 2085

        recurrence. DGC agrees to limit requests for failure or root analysis in
        situations where the results would be important to DGC's business or
        DGC's customer satisfaction. DGC and BCS shall meet on a quarterly basis
        to review BCS's performance.

6.6     SEE ARTICLE 8.3 and ATTACHMENT F

7.      PROPRIETARY RIGHTS

7.1     Intellectual Property Rights Infringement Indemnification.

7.1.1   Hardware and Software. BCS warrants that no part of the MATERIAL
        (specifically excluding the GBICs) infringes any patent established
        under any of the [*] or any copyright or other proprietary right of any
        third party. BCS shall defend at its expense all claims, and pay all
        awards and damages, based on any claim that the MATERIAL (specifically
        excluding the GBICs) or its sale or use infringes any patent established
        under any of the [*] or any copyright or other proprietary right of any
        third party, provided that DGC promptly notifies BCS of such claim,
        provides its full cooperation and grants BCS control of its defense. DGC
        shall have the right to be represented by its own counsel (at DGC's
        expense). If use of MATERIAL (specifically excluding the GBICs) is
        enjoined, BCS shall make commercially reasonable efforts at its expense
        either (i) to gain rights to make, use and sell the MATERIAL
        (specifically excluding the GBICs) as set forth herein, or (ii) to
        modify the MATERIAL (specifically excluding the GBICs) so that it
        becomes non-infringing while remaining in conformity in all material
        respects with specifications. Otherwise, at DGC's option, DGC may return
        the MATERIAL (specifically excluding the GBICs), and BCS shall refund
        the [*] of MATERIAL (specifically excluding the GBICs) (less any
        previous credits, refunds or discounts) and accept its return.

7.1.2   GBICs. In the event that the GBICs are found to infringe the proprietary
        rights of any third party, BCS will use commercially reasonable efforts
        to assist DGC in procuring non-infringing GBICs from any manufacturer
        and/or vendor from which BCS procures GBICs. Further, BCS assigns to DGC
        its rights to pursue (as subrogated party) any rights and remedies BCS
        may have against the GBIC manufacturers and vendors from which BCS
        procures GBICs sold hereunder solely with respect to those GBICs sold to
        DGC by BCS hereunder.

7.2     Restrictions. BCS will not be obligated to defend or be liable for costs
        and damages to the extent that infringement, or a claim thereof, arises
        out of or is related to (a) a modification to MATERIAL (specifically
        excluding the GBICs) requested by DGC or made to MATERIAL (specifically
        excluding the GBICs) by DGC or a third party, (b) use or combination of
        MATERIAL (specifically excluding the GBICs) with products or data not
        provided by BCS if use of the MATERIAL (specifically excluding the
        GBICs) alone would not have so infringed and if such combination was not
        contemplated by BCS's written specifications or written product
        descriptions for the MATERIAL (specifically excluding the GBICs), (c)
        use of other than the latest unmodified release of MATERIAL
        (specifically excluding the GBICs) made available to DGC by BCS if such
        infringement would have been avoided by the use thereof.

7.3     Limitations. THE FOREGOING SECTIONS 7.1 AND 7.2 STATE THE ENTIRE
        LIABILITY OF BCS FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT BY
        MATERIAL OR GBICs FURNISHED UNDER THIS AGREEMENT.

7.4     Trademark License. Subject to the terms of this Agreement, BCS grants to
        DGC a non-exclusive, non-transferable right and license to use those BCS
        trademarks, service marks, and trade names

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.

                                 Page 10 of 45

<PAGE>   11

                          VOLUME PRICING AGREEMENT 2085

        described in Exhibit I (herein "Trademarks") in DGC's marketing of
        MATERIAL, provided that such use is in accordance with BCS's then
        current guidelines for using the BCS Trademarks, as such guidelines may
        be amended from time to time. Without limiting the foregoing, such use
        must reference the Trademarks as being owned by BCS. Nothing in this
        Agreement grants DGC ownership or any rights in or to use the
        Trademarks, except in accordance with this Section. BCS will have the
        exclusive right to own, use, hold, apply for registration for, and
        register the Trademarks during the term of, and after the expiration or
        termination of, this Agreement; provided, however, that nothing herein
        shall limit DGC's ability to use any component part of any Trademark if
        such component part is a word or term that is generic, descriptive or
        otherwise not under proprietary control of BCS. DGC will neither take
        nor authorize any activity inconsistent with such exclusive right. DGC
        will not use any Trademark as part of DGC's trade name, service mark, or
        trademark or other signifying mark, or in a manner that is confusingly
        similar; provided, however, that nothing herein shall limit DGC's
        ability to use any component part of any Trademark if such component
        part is a word or term that is generic, descriptive or otherwise not
        under proprietary control of BCS or in which BCS holds no enforceable
        trademark rights. Upon request, but no less frequently than quarterly,
        DGC shall regularly submit specimens of DGC's use of the Trademarks to
        BCS, in no event less than quarterly, and DGC agrees to immediately
        change or discontinue any improper Trademark use as requested by BCS,
        and submit corrected specimens thereof for review by BCS.

7.5     Authorized Reseller. During the term of this Agreement, DGC may indicate
        to End Users and to the public that it is an authorized reseller of
        MATERIAL.

7.6     Ownership. Except for the specific licenses granted herein, the Software
        and Documentation (as defined below) are and will remain the sole and
        exclusive property of BCS and its suppliers, if any, including without
        limitation all intellectual property rights of BCS in and to the
        Software and the Documentation, and all modifications to, and derivative
        works based upon, the Software and the Documentation, except as
        expressly provided in Section 10.1.2.

8.      FIELD SERVICE SUPPORT

8.1     REPLACEMENTS

8.1.1   BCS shall maintain at the stocking location(s) described in Attachment D
        ("Description of Replacements, Prices, Lead Times and Warranty Terms")
        Replacements for all MATERIAL in reasonable quantities to service DGC's
        routine and emergency requirements, including without limitation those
        Replacements listed in Attachment D. BCS shall make Replacements for
        MATERIAL available to DGC throughout the "Replacements Availability
        Period" stated in Attachment D.

8.1.2   The provisions of this Agreement relative to MATERIAL shall also apply
        in every respect to Replacements, except as otherwise stated.

8.1.3   Replacements for Hardware and Software (Specifically Excluding
        GBICs)-BCS will sell Hardware Replacements to DGC for the price(s)
        stated in Attachment D. All Hardware Replacements shall be new or equal
        to new and shall conform to all applicable specifications hereunder,
        including without limitation all packaging specifications, and be free
        from defects for the "Period of Warranty for Replacements" stated in
        Attachment D. BCS will sell Software Replacements to DGC for the
        price(s) stated in Attachment D. All Software Replacements shall be new
        or equal to new and shall substantially conform to all applicable
        specifications hereunder, including without limitation all packaging
        specifications, and be materially free from defects for the "Period of
        Warranty for



                                  Page 11 of 45

<PAGE>   12

                          VOLUME PRICING AGREEMENT 2085

        Replacements" stated in Attachment D. BCS agrees to repair or replace
        all defective Replacements (as verified by BCS in its sole reasonable
        discretion) which are returned to BCS during the relevant Replacements
        warranty period, and to return such items to DGC within the "Warranty
        Cycle Time for Replacements" stated in Attachment D.

8.1.4   GBICs Replacements. BCS will sell GBICs Replacements to DGC for the
        price(s) stated in Attachment A. All GBICs Replacements shall be new.
        BCS agrees to replace all defective GBICs Replacements (as verified by
        BCS in its sole reasonable discretion) which are returned to BCS during
        the relevant Replacements return period, and to replace such GBICs to
        DGC within the "Warranty Cycle Time for Replacements" stated in
        Attachment D.

8.2     OUT-OF-WARRANTY REPAIR AND REFURBISHMENT

8.2.1   BCS shall Repair and Refurbish MATERIAL and Replacements for DGC and
        such third parties as DGC may from time to time designate in writing at
        the rates stated in Attachment E ("Out-of Warranty Service Schedule").
        "Repair" and "Refurbishment" shall have the meanings stated in
        Attachment E, and shall be at no charge for MATERIAL and Replacements
        covered by warranty.

8.2.2   BCS agrees to Repair or Refurbish MATERIAL and Replacements as ordered,
        and to return items to DGC within the "cycle time" stated in Attachment
        E. DGC shall be responsible for reimbursement of all shipping charges
        relative to Repairs and Refurbishments. All Repairs and Refurbishments
        shall be free from defects for the "Period of Warranty" stated in
        Attachment E.

8.3     SERVICE AND SUPPORT REQUIREMENTS

8.3.1   BCS will make available to DGC appropriate training relative to the use,
        installation, adjustment, operation, and maintenance of MATERIAL sold
        hereunder per Attachment F.

8.3.2   BCS will provide DGC and DGC will provide its customers the support
        defined in Attachment F.

9.      DEFAULT AND TERMINATION

9.1     Default. The occurrence of any of the following acts or events shall
        constitute default of this Agreement: (a) the failure by such party to
        observe or perform any material covenant or obligation under this
        Agreement, or (b) such party becomes insolvent, suffering the
        appointment of a receiver, or making an assignment for the benefit of
        creditors; or proceedings are commenced against such party under any
        bankruptcy, insolvency or debtor's relief law, if such proceeding is not
        vacated or set aside within sixty (60) days after the date of
        commencement thereof;

9.2     Termination. In the case of default, if such default has not been cured
        within thirty (30) days after a party has received written notice of
        default from the other party, the party giving notice may give a second
        (final) Notice of Intent to Terminate, directed in the case of notice to
        DGC to its Vice President, Manufacturing, and in the case of BCS, to its
        Vice President, Finance and Administration. In the event thereafter that
        such default is not cured within five calendar days after the receipt of
        such Notice of Intent to Terminate, the party giving notice may
        terminate this Agreement by written notice at any time thereafter while
        such default continues.

9.3     Effect of Termination. Upon the expiration or termination of this
        Agreement, however arising: (a) DGC will cease holding itself out as an
        authorized reseller of MATERIAL, but may continue to provide support
        regarding MATERIAL to end users; (b) DGC will cease its use of the BCS



                                  Page 12 of 45

<PAGE>   13

                          VOLUME PRICING AGREEMENT 2085

        Trademarks; and (c) each party will cease its use of the Confidential
        Information of the other party, and will return or destroy, at the other
        party's direction, all such Confidential Information and any copies or
        portions thereof which are incorporated into documents or archives,
        except that DGC may retain a mutually agreed number of copies of BCS's
        Confidential Information which is reasonably required in order to carry
        out its support obligations to its resellers and end users. DGC
        expressly acknowledges that the provisions of Section 10.4 shall remain
        in full force and effect after the termination of this Agreement,
        however arising.

9.3.1   If BCS has terminated this Agreement due to DGC's material breach of the
        terms of this Agreement, the parties agree that the timing for all
        amounts owed by DGC to BCS as of the effective date of such expiration
        or termination shall accelerate, and such payment shall become payable
        as of such effective date, whether or not longer payment periods had
        originally been established. Otherwise, DGC shall be entitled to the
        full payment period for the payment of amounts due and payable as of the
        effective date of termination.

9.3.2   After termination of this Agreement and provided that BCS has terminated
        this Agreement due to DGC's material breach of the terms of this
        Agreement, DGC may submit orders for MATERIAL, which orders are subject
        to approval by BCS in its sole discretion, provided that DGC pays BCS
        for such MATERIAL at the time such purchase ordered are accepted by BCS.
        The parties agree that orders submitted as set forth in this Section
        shall not be considered approved by BCS until and unless BCS has
        notified DGC of its acceptance of such order in writing.

9.4     No Damages for Termination. NEITHER PARTY WILL BE LIABLE TO THE OTHER
        FOR DAMAGES OF ANY KIND, INCLUDING SPECIAL, INCIDENTAL OR CONSEQUENTIAL
        DAMAGES, SOLELY ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS
        AGREEMENT IN ACCORDANCE WITH ITS TERMS.

9.5     Nonexclusive Remedy. The exercise by either party of any remedy under
        this Agreement will be without prejudice to its other remedies under
        this Agreement or otherwise.

10.     MISCELLANEOUS PROVISIONS

10.1    Documentation. Promptly following the Effective Date, BCS will provide
        to DGC BCS's standard technical documentation ("Documentation")
        including but not limited to data sheets, BCS Manuals (as defined below)
        and other manuals distributed to resellers of MATERIAL (such as
        technical manuals), all of which BCS will supply in electronic format,
        relating to MATERIAL purchased by DGC for use as set forth herein.
        Thereafter, during the term of this Agreement, BCS will provide all
        updates and corrections thereto when first made commercially available.

10.1.1  Technical Documentation. Subject to the terms of this Agreement, BCS
        hereby grants to DGC a nonexclusive, nontransferable worldwide license
        to reproduce and use BCS's technical documentation provided to DGC by
        BCS hereunder, solely for DGC's internal purposes in connection with the
        marketing and support of MATERIAL. The foregoing license to technical
        documentation shall not be transferable except by means of sublicense
        to: (a) the Affiliated Companies, and the resellers of DGC and
        Affiliated Companies, for use solely in the course of support of
        MATERIAL; (b) DGC's contract manufacturer(s), for use solely in the
        course of manufacture of products for DGC; (c) DGC's and Affiliated
        Companies' service contractor(s) for use solely in the course of service
        and support of MATERIAL on behalf of DGC or Affiliated Companies; (d) to
        DGC's "Certified Maintenance Organizations" ("CMOs", being DGC customers
        who have been qualified by DGC to be self-maintainers of DGC products
        containing MATERIAL and to whom DGC is making disclosure of DGC's own
        comparable technical DGC documentation), provided that such disclosure
        of BCS technical documentation to such CMOs be upon no more



                                  Page 13 of 45

<PAGE>   14

                          VOLUME PRICING AGREEMENT 2085

        liberal or favorable terms as the disclosure of DGC's comparable
        technical documentation.

10.1.2  Manuals. Subject to the terms of this Agreement, BCS hereby grants to
        DGC a nonexclusive, nontransferable license to modify the BCS End User
        manual(s) (including manual text and layouts) for MATERIAL ("BCS
        Manuals"), subject to BCS's approval as described below, and to
        reproduce and distribute such revised versions of the BCS Manuals (the
        "DGC Manuals") worldwide with DGC's products. BCS acknowledges that DGC
        will own all right, title and interest in and to any such DGC
        modifications of the BCS End User Manuals, subject to BCS' ownership of
        the underlying BCS End User Manuals. BCS will review and approve the DGC
        Manuals as to form and content with respect to MATERIAL prior to their
        use or distribution. Such approval shall not be unreasonably withheld
        and shall be made within seven (7) business days following BCS's receipt
        of the proposed DGC Manuals.

10.1.3  Expenses. DGC is solely responsible for all expenses incurred by DGC in
        modifying, reproducing, distributing and using the Documentation.

10.1.4  Warranty and Disclaimers of Warranty.

        (a)     Limitations. BCS grants the licenses in this Section 10.1 to DGC
        hereunder solely on an "AS IS" basis.

        (b)     Limited Warranty. BCS warrants that no part of the Documentation
        infringes any copyright of any third party.

        (c)     Disclaimer. EXCEPT AS STATED HEREIN, BCS DISCLAIMS ALL OTHER
        REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR
        STATUTORY, REGARDING THE DOCUMENTATION, INCLUDING WITHOUT LIMITATION THE
        IMPLIED WARRANTIES OF MERCHANT ABILITY, NON-INFRINGEMENT OF THIRD PARTY
        RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE. The parties agree that BCS
        shall have no liability for errors introduced by DGC into the
        Documentation in the process of modifying, reproducing and using the
        Documentation.

10.2    Software License Agreement. The Software is licensed to DGC as set forth
        in Attachment G.

10.3    Diagnostic Support Tools, Information and Firmware -- BCS will maintain
        and make available to DGC throughout the "Replacements Availability
        Period" stated in Attachment D all diagnostic support tools and
        information for the MATERIAL which do not require license key activation
        for use, as may be reasonably requested by DGC for maintenance and
        support of the MATERIAL provided under this Agreement and in support of
        DGC's products. BCS shall provide to DGC all software bug fixes and
        corrections thereto which do not require a paid license key activation
        for use as soon as the same are commercially available. BCS grants and
        provides to DGC hereunder a license (which DGC may sublicense to DGC's
        Affiliated Companies, DGC's maintenance and service contractors, and
        DGC's authorized third party CMOs) to use all tools, information and
        firmware for such support and maintenance purpose.

10.4    Confidentiality -- All information relating to this Agreement or the
        items or services to be sold hereunder, insofar as marked as being the
        confidential or proprietary information of the disclosing party or
        identified as such at the time of disclosure and confirmed as such in
        writing within 30 days after disclosure, shall be protected according to
        the terms of this Section. Each party receiving such confidential
        information shall exercise such care as the receiving party uses with
        respect to its own confidential information of a similar nature, not to
        disclose any such information to any third party and to limit
        dissemination of such information to its employees or contractors on a
        need-to-know basis only; all such employees and contractors shall be
        bound by written contract, enforceable by the



                                  Page 14 of 45

<PAGE>   15

                          VOLUME PRICING AGREEMENT 2085

        disclosing party, to respect such confidences. The provisions of this
        paragraph shall survive this Agreement in perpetuity for the Software
        and Documentation, and for a period of [*] years for the Hardware,
        but shall not apply to information: already known to the receiving party
        at time of disclosure without breach of agreement or law, or
        independently developed by the receiving party, or properly disclosed to
        the receiving party by a third party without restriction or condition,
        or available by lawful inspection of available goods or services. These
        provisions shall not supersede any non-disclosure agreement(s) as may
        otherwise bind the parties.

10.5    Advertising -- This Agreement aligns DGC and BCS in a strategic
        relationship. Each party will permit a joint press announcement
        following the execution of this Agreement or at another mutually agreed
        upon time. The timing, nature and wording of all press announcements
        relating to this relationship shall be only as mutually agreed by the
        parties.

10.6    Subcontracting -- Except as to purchase of commodity supplies or
        subassemblies for which no approval shall be required, BCS shall obtain
        DGC's approval (not to be unreasonably withheld, delayed or conditioned)
        before subcontracting to other than a BCS Affiliated Company (defined as
        a company controlled by, controlling or under common control with BCS).

10.7    Equal Opportunity Clauses -- (A) When the MATERIAL, work or performance
        furnished are for use in connection with a U.S. government contract or
        subcontract, FAR 52.222-26 (Equal Opportunity, 41.CFR.60-1); FAR
        52.222-35 (Affirmative Action for Special Disabled and Vietnam Era
        Veterans, 41.CFR 60-250.5); and FAR 52.222-36 (Affirmative Action for
        Individuals with Disabilities, 41.CFR 60-741.5) shall apply. Further BCS
        shall, within 30 days of written request of DGC, furnish DGC with
        appropriate certifications of compliance with such requirements. (B) BCS
        hereby acknowledges notice of requirements for certification of
        non-segregated facilities. Unless BCS is exempt from the provisions of
        Executive Order 11246 concerning equal employment opportunities, BCS
        shall not maintain any segregated facilities at any of its
        establishments and shall complete a certification to the effect as
        required by the May 9, 1967 Order of the Secretary of Labor of the
        United States.

10.8    Survival of Terms -- The following provisions of this Agreement shall
        survive the term of this Agreement: [*].

10.9    Notices -- Except as otherwise stated, all notices to be given under
        this Agreement shall be in writing and shall be sufficient only if sent
        by certified mail or air express, return receipt requested, or other
        nationally-recognized delivery service providing proof of delivery, or
        personally delivered to a party. Notice by mail or by personal delivery
        shall be deemed received on actual receipt by the person to whose
        attention it is directed, addressed as follows:

        If to BCS:                  Attention: Chief Financial Officer
                                    BROCADE COMMUNICATIONS SYSTEMS, INC.
                                    1901 Guadalupe Parkway
                                    San Jose, CA 95131

        If to DGC:                  Attention: Director of Purchasing
                                    DATA GENERAL CORPORATION
                                    Technology Drive
                                    Apex, NC. 27502



* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.
                                  Page 15 of 45


<PAGE>   16

                          VOLUME PRICING AGREEMENT 2085

10.10   Limitation of Liability--

10.10.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
        EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
        LIMITATION LOST PROFITS, LOST REVENUES, LOSS OF DATA OR INTERRUPTION OF
        SERVICE, ARISING FROM BREACH OF THIS AGREEMENT.

10.10.2 WITH THE EXCEPTION OF DAMAGES PAYABLE BY BCS TO DGC UNDER SECTION 5
        ("WARRANTIES"), WHICH DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY
        DGC TO BCS IN RESPECT OF THE AFFECTED MATERIAL IN THE WARRANTY PERIOD
        IMMEDIATELY PRECEDING THE DATE LIABILITY IS IMPOSED, IN NO EVENT WILL
        BCS's LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS, HOWEVER
        CAUSED AND ON WHATEVER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO
        THE GREATER OF (i) TEN PERCENT (10%) OF THE AMOUNTS PAID TO BCS BY DGC
        IN RESPECT OF THE AFFECTED MATERIAL IN THE TWELVE (12) MONTHS
        IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES, OR (ii) TWO
        MILLION DOLLARS ($2,000,000).

10.11   Whole Agreement; Amendment; Construction; Waiver -- This Agreement is
        the exclusive statement of the contract between the parties concerning
        the subject matter herein, and may be amended only in writing, duly
        executed by each party. Captions are for convenience only and shall not
        affect interpretation. This Agreement shall be construed according to
        its terms, neither for or against either party, and under and governed
        by the substantive laws of the State of [*] (U.S.A.), excluding its
        conflict of law rules and the application of the UN Convention on the
        International Sale of Goods. If any provision is declared invalid by any
        tribunal, then this Agreement shall be deemed adjusted to conform to the
        requirements for validity as declared at such time. Failure of either
        party to insist in any instance upon performance by the other party
        shall not be construed as a waiver.

10.12   "Year 2000" Assurance -- BCS agrees to take proper actions to anticipate
        changes necessitated in its business by the transition to the next
        millennium on January 1, 2000. Without limitation, BCS agrees that BCS's
        performance of its obligations under this Agreement and provision of
        MATERIAL to DGC will not be materially impaired or interrupted by causes
        arising from such change of date, and that all MATERIAL shall be "Year
        2000 Qualified" as stated in Section 1.2. BCS agrees to cooperate with
        DGC relative to Year 2000 issues. BCS will keep DGC informed relative to
        BCS's state of Year 2000 readiness and of any significant BCS concerns
        that the foregoing assurances will not be fulfilled. BCS will use
        reasonable commercial efforts to require that its contractors and
        suppliers whose services or products are required by BCS in the
        performance of its obligations under this Agreement, or in the
        production of MATERIAL or Replacements for DGC hereunder, are
        contractually bound by these undertakings.

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


                                  Page 16 of 45

<PAGE>   17

                          VOLUME PRICING AGREEMENT 2085

EXECUTED UNDER SEAL:

BROCADE COMMUNICATIONS
SYSTEMS, INC.                           DATA GENERAL CORPORATION
      ("BCS")                               ("DGC")

By: /s/ CHARLES SMITH                   By: /s/ WILLIAM F. O'NEILL
    ---------------------------------      --------------------------
    Charles Smith                          William F. O'Neill
    Vice President of Worldwide Sales      Director, New Products and

Technology

Date: 8/4/99                            Date: 7/29/99
      ------                                  -------

ATTACHMENTS:

A.      Description of MATERIAL, Prices, Lead Times and Warranty Terms

B.      Specifications

C.      Quality Requirements

D.      Description of Replacements, Prices, Lead Times and Warranty Terms

E.      Out-of Warranty Service Schedule

F.      Service and Support Requirements

G.      Software License Agreement

H.      Patent Coverage List

I.      BCS Trademarks



                                  Page 17 of 45

<PAGE>   18

                          VOLUME PRICING AGREEMENT 2085

                                  ATTACHMENT A

              DESCRIPTION OF MATERIAL, PRICES, LEAD TIMES AND WARRANTY TERMS

A.1     Description of Hardware Components of MATERIAL and Prices:



DGC                                                                                         Average
Specification       Vendor Part                                                             Quarterly
Number              Number            Description                               Price       Volume
                                                                                
[*]                 B-1630-016        Silkworm 16 Port Fibre                    $ [*]       *See Below
                                      Channel Switch, with
                                      [*]

[*]                 B-1630-008        Silkworm 8 Port Fibre                     $ [*]       *See Below
                                      Channel Switch, with
                                      [*]

[*]                 BR-2802-0000      Silkworm 2800, 16 Port                    $ [*]       *See Below
                                      Fibre Channel Switch with
                                      Dual Power Supply and
                                      [*]

[*]                 BR-2402-0000      Silkworm 2400, 8 Port Fibre               $ [*]       *See Below
                                      Channel Switch with Dual
                                      Power Supply and [*]

TBD                 BR-2101-0000      SilkWorm 2100, 8 Port Fibre               $ [*]       *See Below
                                      Channel Switch with single
                                      power supply and
                                      [*]


* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


                                  Page 18 of 45

<PAGE>   19

                          VOLUME PRICING AGREEMENT 2085

A.2.    Description of Software Components of MATERIAL and Prices:


                                                                       
[*] and             Version 1.1       [*] (as described in                      $[*]
[*]                                   Exhibit A to Attachment G)

[*] and             Version 2.1       [*] (as described in                      $[*]
[*]                                   Exhibit A to Attachment G)

TBD                 SW-200008-01      [*] version 2.1 for                       $[*]
                                      [*] (BR-2802-
                                      0000) or [*]
                                      (BR-2402-000)

TBD                 SW-200024-02      [*] for BR                                $[*]
                                      2101-0000 (DG PN TBD)

A.3     Description of GBICs and Prices:

[*]                 X1017             GBICs Module Copper                       $ [*] Per switch
                                                                                      requirement

[*]                 X1006             GBICs Module S/W Optical                  $ [*] Per switch
                                                                                      requirement

A.4     Description of Extended Warranty and Prices:

TBD                 TBD               [*] Warranty for                          $ [*]
                                      118030714

TBD                 TBD               [*] Warranty for                          $ [*]
                                      118030715

TBD                 TBD               Extended Warranty-per year                [*] of the
                                                                                MATERIAL
                                                                                purchase price


*Average Quarterly Volume is [*] switches. The volume may be comprised of any
qty. of the 4 various switch types.

B.      Minimum Lead Times: 90 days to F.O.B. point.

C.      Standard Warranty (exclusive of GBICs; for GBICs see below): [*] months
        after date of delivery to the F.O.B Point for Hardware, and [*] days for
        the Software. An optional extended warranty of [*] years in duration may
        be exercised by DGC within [*] from the date of purchase from BCS for
        Hardware.

D.      Warranty Cycle Time for MATERIAL: [*] days

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                  Page 19 of 45

<PAGE>   20

                          VOLUME PRICING AGREEMENT 2085

E.      GBICs: Defective GBICs shall be replaced for a period of twelve (12)
        months after date of delivery to the F.O.B. Point.

F.      No Trouble Found (NTF) Repair Charges: BCS may request NTF Evaluation
        Charges, as stated below, for verified NTF MATERIAL in excess of [*] of
        the total return of MATERIAL to BCS over the previous 2 quarter period.
        The charge will not exceed the Repair Pricing shown on Attachment E of
        this Agreement. In the event DGC is charged for a NTF that is returned
        to DGC and that MATERIAL continues to fail, BCS agrees to re-verify the
        failure in a similar configuration.



        Part Number                          Description         NTF Evaluation Charges
        -----------                          -----------         ----------------------
                                                           
        [*](B-1630-008)                      8 Port Switch              [*]

        [*](B-1630-016)                      16 Port Switch             [*]

        [*](BR-2402-0000)                    8 Port Switch              [*]

        [*](BR-2802-0000)                    16 Port Switch             [*]


*Or the repair pricing shown on Attachment E, whichever is less.

G.      DGC UNIQUE MATERIAL: None.

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


                                  Page 20 of 45

<PAGE>   21

                          VOLUME PRICING AGREEMENT 2085

                                  ATTACHMENT B

                                 SPECIFICATIONS

DGC Specifications:

        118026931
        118029629
        118029645
        118029646
        118030714
        118030715

are referenced herein and made part of this Volume Pricing Agreement.

Additional applicable DGC Specifications shall be added to this reference page
as approved by mutual agreement of the parties in a signed writing.



                                  Page 21 of 45

<PAGE>   22

                          VOLUME PRICING AGREEMENT 2085

                                  ATTACHMENT C

                              QUALITY REQUIREMENTS

A.      QUALITY COMMITMENTS:

B.



        DGC                  BCS                                                Defects per Million
        Part Number          Part Number                  Description-          (DPM) Target
        -------------------------------------------------------------------------------------------
                                                                       
        [*}                  B-1630-016                   16 Port Switch        [*]
        [*]                  B-1630-008                   8 Port Switch         [*]
        [*]                  BR-2402-0000                 8 Port Switch         [*]
        [*]                  BR-2802-0000                 16 Port Switch        [*]




        DGC                  BCS
        Part Number          Part Number                  Description-          MTBF Target
        -----------------------------------------------------------------------------------
                                                                       
        [*]                  B-1630-016                   16 Port Switch        [*]
        [*]                  B-1630-008                   8 Port Switch         [*]
        [*]                  BR-2402-0000                 8 Port Switch         [*]
        [*]                  BR-2802-0000                 16 Port Switch        [*]




        DGC                  BCS                                                Annual
        Part Number          Part Number                  Description-          Replacement Rate
        -----------------------------------------------------------------------------------------
                                                                       
        [*]                  B-1630-016                   16 Port Switch        [*]
        [*]                  B-1630-008                   8 Port Switch         [*]
        [*]                  BR-2402-0000                 8 Port Switch         [*]
        [*]                  BR-2802-0000                 16 Port Switch        [*]


               DOA Rate:     [*]
               Plug & Play Rate:    [*]

B.      TRACKING: BCS's commitments relative to identification of MATERIAL and
        Replacements (e.g. by serial number tracking or date codes):

                Tracking shall be by BCS Model Number, Serial Number, Revision
                Number and via barcode label on the MATERIAL.

C.      ADMINISTRATION: BCS shall make reasonable efforts to report to DGC's
        designated Quality Engineering group on a quarterly basis, pertinent
        statistics relating to MATERIAL hereunder, including, without
        limitation, the following:

               MTBF data
               Failure rates
               Repair history

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


                                  Page 22 of 45

<PAGE>   23

                          VOLUME PRICING AGREEMENT 2085

D.      BCS's other pertinent data relative to MATERIAL and Replacement quality
        data shall also be available to DGC, as and upon DGC's reasonable
        requests from time to time. The initial reporting contact for purposes
        of this paragraph (only) is

               Attention: Director Purchasing
               Data General Corporation
               Technology Drive, P.O. Box 786,
               Apex, NC 27502



                                  Page 23 of 45

<PAGE>   24

                          VOLUME PRICING AGREEMENT 2085

                                  ATTACHMENT D

                          DESCRIPTION OF REPLACEMENTS,

                      PRICES, LEAD TIMES AND WARRANTY TERMS

A.      For so long as MATERIAL is available for purchase hereunder,
        Replacements Pricing shall be BCS's price as listed on Attachment A or D
        below, of this Agreement for Replacements upon the date of purchase.

        Thereafter, commencing upon the anniversary of the termination of the
        last Order Entry Period, and upon 90 days' notice to DGC, BCS may
        increase the price for any Replacement annually, by mutual agreement of
        the parties reduced to a signed writing.

B.      Period of Warranty for Replacements: Three (3) months after date of
        delivery to the F.O.B. Point or the remainder of the original Standard
        Warranty for the Hardware, whichever is longer; 90 days for Software.

C.      Warranty Cycle Time for Replacements: [*] days

D.      "Replacements Availability Period" shall mean the period commencing upon
        the effective date of this Agreement and ending, for any Replacement,
        [*] years after EOL notification to DGC of the MATERIAL to which
        such Replacement relates.

E.      U.S. Stocking location(s): BCS shall stock and deliver Replacements at
        the following stocking locations: San Jose, California.

F.      Replacements shall include, but not be limited to the items listed in
        Exhibit RPL (being, as of the effective date, the "Recommended
        Replacements List", attached hereto).

        SilkWorm II Switches are Field Replaceable Units (FRUs) with no
        replacement parts internal to the switch. The GBICs are FRUs. Pricing
        for replacement GBICs is as listed on Attachment A.

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.

                                  Page 24 of 45

<PAGE>   25

                          VOLUME PRICING AGREEMENT 2085

                                   EXHIBIT RPL

                          RECOMMENDED REPLACEMENTS LIST

SilkWorm 2400 (118030714) and 2800 (118030715) have Field Replaceable Units
(FRU) and the pricing is as follows:



        Part Number          Description                  Pricing
        -----------          -----------                  -------
                                                    
        XBR-000010           Power Supply                 $  [*]

        XBR-000008           2400 Fan Tray                $  [*]

        XBR-000013           2800 Fan Tray                $  [*]

        XBR-000007           2400 Main Board              $  [*]

        XBR-000012           2800 Main Board              $  [*]

        XBR-000009           2400 Chassis                 $  [*]

        XBR-000014           2800 Chassis                 $  [*]


* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.

                                  Page 25 of 45

<PAGE>   26

                          VOLUME PRICING AGREEMENT 2085

                                  ATTACHMENT E

                        OUT-OF-WARRANTY SERVICE SCHEDULE
                        --------------------------------

A.      Cycle Time to effect Out-of-Warranty Repair or Refurbishment: [*] days

B.      Period of Warranty for Repaired/Refurbished Material: [*] days.

C.      Cost (price) for Repair and Refurbishment: All out-of-warranty MATERIAL
        submitted for repair or Replacement will be returned with a DGC Purchase
        Order referencing a BCS RMA number. The DGC Purchase Order will include
        an evaluation charge of $ 500 per unit returned. This evaluation charge
        will be applied toward the repair cost, which repair cost will be billed
        at BCS's then-current rates for such out-of-warranty repair, except as
        set forth below relative to NTE Repair Pricing. Upon return of all
        out-of-warranty MATERIAL, BCS will evaluate and submit to DGC within 5
        days of the receipt of MATERIAL, a "Cost to Repair Proposal." No repair
        work will be initiated until formal written approval to proceed and
        authorizing Purchase Order is received by BCS from DGC. The repair will
        be completed and shipped back to DGC within 30 days of receipt of the
        written approval.

        At no time shall the Repair and Refurbishment NTE Repair Pricing for the
        Mainboard assembly exceed the price listed below for the SilkWorm 1000
        8-Port switch (118029629) or 16-Port switch (118029631).



        Part Number          Description                  NTE Repair Pricing
        -----------          -----------                  ------------------
                                                    
        XDG-1001             Silkworm II Mainboard        $[*]


        At no time shall the Repair and Refurbishment NTE Repair Pricing for the
        Mainboard assembly exceed the price listed below for the SilkWorm 2400
        8-Port switch (118030714) or 2800 16-Port switch (118030715).



        Part Number          Description                  NTE Repair Pricing
        -----------          -----------                  ------------------
                                                    
        XBR-000007           2400 Mainboard               $[*]

        XBR-000012           2800 Mainboard               $[*]


        BCS will use reasonable efforts to evaluate the reparability of the
        mainboard in its sole discretion.

        Should DGC decide not to Repair and Refurbish MATERIAL, DGC has the
        option to scrap the MATERIAL at BCS.

        D. Description of Repair and Refurbishment Activities: To effect
        Repair/Refurbishment of any MATERIAL, BCS shall use commercially
        reasonable efforts to achieve both Functional Repair as well as
        Refurbishment, as described below:

        1.      Functional Repair:

                All actions required to clean, repair and restore MATERIAL to
                the form, fit, and function established by the specifications,
                including:

                        Verify and repair functional failures Install all
                        ECO/FCOs which affect form, fit, or function to latest
                        DG authorized revision.


* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.
                                  Page 26 of 45

<PAGE>   27

                          VOLUME PRICING AGREEMENT 2085

                Replace any broken, chipped, dented, or cracked material
                affecting form, fit or function.

                Perform adjustments and alignments as required. Test and verify
                functional performance.

                Clean and remove dirt, dust, grease, and customer-installed
                labels.

                Provide functional failure/repair report.

                Packaging and shipping of the repaired unit shall conform to
                Specification for MATERIAL.

                Exchange units or subassemblies in lieu of the original material
                are acceptable.

2.      Refurbishment:

                Functional Repair, as well as all actions required to correct
                cosmetic defects, blemishes, and discolorations.



                                  Page 27 of 45

<PAGE>   28

                          VOLUME PRICING AGREEMENT 2085

                                  ATTACHMENT F

A.      SERVICE AND SUPPORT REQUIREMENTS

1.0     Service and Support Requirement

        DGC will be responsible for working directly with the end users, and BCS
        Support will work directly with DGC to support DGC personnel, as set
        forth below. DGC represents and warrants that it is experienced in,
        capable of, and staffed to provide, Level 1 and Level 2 support (as
        defined below). BCS offers training programs to assist in attaining this
        level of expertise on MATERIAL. BCS will accept calls only from DGC
        level II engineers who have successfully completed courses 2 and 3 set
        forth below and/or who have undergone formal DGC training on MATERIAL.

                BCS will provide Level 3 support (as defined below).

2.0     Support Level Definitions

        2.1     Level 1 Support: Level 1 support is the first line, direct end
                user contact, most likely via a telephone call handling group
                provided by DGC.

                Level One support includes:

                        *       First contact direct DGC/End User interaction

                        *       Information collection and analysis

                        *       Identification of whether the problem is known
                                and has a known solution

                        *       Troubleshooting and problem reproduction

                        *       Problem report administration and tracking

                The parties agree that End Users shall not have the right to
                contact BCS directly for questions related to the Products.

        2.2     Level 2 Support: Level 2 support is "technical support" provided
                by DGC personnel. Level 2 support is typically provided by
                experts in the applicable Product and who serve as the
                escalation point for Level 1. Level 2 support personnel are
                expected to resolve all known problems, installation and
                configuration issues, assist in firmware or driver updates at
                the End User site, search BCS posted Technical Notes and other
                technical information supplied that will assist in providing
                problem resolutions. All pertinent data shall be entered in
                DGC's problem tracking database.

                Should the Level 2 analyst be unable to resolve a problem,
                either because of lack of expertise, exhausted troubleshooting
                knowledge, or expiration of the allotted Level 2 resolution
                time, the Level 2 analyst may escalate the problem to Level 3
                for resolution as set forth below. Level 2 personnel of DGC will
                continue to diligently work with Level 3 personnel of BCS to
                accomplish resolution. Level 2 personnel of DGC will communicate
                all resolutions back to the End Users.

                Escalations should be presented to BCS engineers in the form of
                a problem tracking data base record with all pertinent
                configuration detail and failure information or symptoms
                documented in detail.

                In an effort to maintain an efficient support organization and
                crisp exchange of information, DGC will limit the number of
                support personnel (Level 2) authorized to contact BCS (Level 3)
                to approximately 5 (or their designated alternates).



                                  Page 28 of 45

<PAGE>   29

                          VOLUME PRICING AGREEMENT 2085

        2.3     Level 3 Support: Level 3 support is provided by BCS System
                Engineers (SE) and/or Technical Support Engineers (TSE). Level 3
                is the first point of contact for technical issues between BCS
                and DGC. Once the parties mutually agree that a problem should
                be escalated to Level 3, BCS will be responsible for resolution
                and will utilize commercially reasonable resources to resolve
                such problem.

                Prior to escalating to Level 3, it is expected that DGC shall
                provide the following information and documentation:

                        *       Any error information from the device connected
                                to the switch and from the switch.

                        *       All names and revisions of hardware equipment.

                        *       All firmware revisions of the drivers.

                        *       Any log files from the devices connected to the
                                switch.

                        *       Any trace file from the devices connected to the
                                switch.

                        *       The configuration information of the equipment
                                being used.

                        *       Detailed definition of all steps taken to
                                reproduce and resolve this situation prior to
                                escalation to Level 3.

                Assigned Level 3 support personnel (SE and/or TSE) can be
                contacted via direct dial, email to an established "support"
                alias, web site initiated input, and by calling BCS's
                1-888-ATFIBRE support number. Direct access to BCS support
                personnel will be possible during normal BCS business hours (8
                AM to 5 PM PST, M-F). Emergency situations for Severity 1
                problems are handled via 7 X 24 pager coverage at 1-888-ATFIBRE
                (1-888-283-4273)

3.0     BCS Severity Definitions and Support Goals

                The goal for initial response time to all telephone support
                requests is thirty (30) minutes or less during normal BCS
                working hours. For after hours telephone requests, the goal is
                one (1) hour or less. The targeted response time for requests
                submitted by other means, such as email, or fax, is four (4)
                hours.



Severity            Definition                           Service Objective               Resolution Time
--------            ----------                           -----------------               ---------------
                                                                                
1        BCS Product is completely non-              Respond to initial request          Less than 5 days,
         functional, or deemed a safety hazard,      within 30 minutes during            using commercially
         situation has high impact on                normal BCS business hours,          reasonable efforts
         development or delivery efforts.            and 1 hour for non-business
         Installation problems.                      hours. Resources applied until
                                                     a solution or acceptable work-
                                                     around is found.

2        BCS Product is functionally impaired,       Respond to initial request          Less than 10 days
         has substantially degraded performance      within 1 (one) hour during
         but is not completely dysfunctional.        normal BCS business hours.
         There are no available work-arounds.        Resources applied
         Situation has medium impact on DGC          continuously, during business
         activity                                    hours, until a solution or
                                                     work-around is found.


3        BCS Product or advertised functionality     Resources applied on a              Next maintenance
         may be slightly impaired but is             priority basis, until a solution    release.
         operational, has low to no impact on        or a work-around is found.
         DGC activity, and there are work-
         arounds available.




                                  Page 29 of 45

<PAGE>   30

                          VOLUME PRICING AGREEMENT 2085


                                                                                
4        Generic questions, and enhancement        Answer generic questions or           Commercially
         requests.                                 provide path to answers within        reasonable efforts for
                                                   reasonable time frames. The           generic questions.
                                                   BCS web site will be the              Enhancement requests
                                                   prime repository for this type        are processed on a
                                                   of information. Enhancement           case by case basis.
                                                   requests will be reviewed and
                                                   implemented in the next major
                                                   release, where feasible, or
                                                   to meet specific commitments
                                                   made.


4.0     Firmware/Software Enhancements and Bug Fixes

BCS periodically releases new versions of firmware that provide enhancements to
functionality and fix bugs (Severity 1,2, and 3 in the foregoing table). In
addition, new firmware versions may enhance current features or enable new
features. BCS provides license keys to enable features (i.e., Webtools, Zoning,
SES, etc.). DGC will need to obtain a license key to enable new features.


Item 118029629 and 118029631            Per Copy or Per Incident

New Firmware Release on                 [*]
SilkWorm 1000 with Licensed
Feature

New Feature                             [*]

Item 118030714 and 118030715            Per Copy or Per Incident

New Firmware Release on                 [*]
Silkworm 1000 with Licensed
Feature

New Features for 118030714-2400         [*]
Switch BFOS*

New Features for 118030715-2800         [*]
Switch BFOS*

New Features for Software Bundle        [*]
(Webtools, Zoning, and SES)

*BFOS = Brocade Fabric Operating System (all firmware and functionality that is
standard with each switch)

Note: [*]

* Certain information on this page has been omitted and filed separately with
  the Commission. Confidential treatment has been requested with respect to the
  omitted portions.


                                  Page 30 of 45

<PAGE>   31

                          VOLUME PRICING AGREEMENT 2085

B.      TECHNICAL TRAINING PROGRAM

        1.      BCS TRAINING OUTLINE



                COURSE                                    DAYS          COST
                                                              
        2       Switch intro & features:                  3            $3,000
                Audience: Sales/Marketing/SE's

        3       Install/Config/Troubleshoot/Mgmt tools:   2            $3,000
                Audience: SE's, Tech support

                           FULL COURSE (2 AND 3)          5            $6,000


        Note: Includes non-reproducible copy of all course materials for each
        person. Additional binders of training materials may be purchased from
        BCS.

        1.1     Courses will be offered at BCS's offices in San Jose, CA or at
                such other facility notified to DGC from time to time. A minimum
                of five (5) students will be required to attend, or the course
                in question may, at BCS's sole option, be canceled. DGC agrees
                that it shall pay any and all travel and lodging expenses
                related to such training. BCS will make these courses available
                to End User customers, on terms to be negotiated at BCS's
                then-current rates for end user training courses.



                                  Page 31 of 45

<PAGE>   32

                          VOLUME PRICING AGREEMENT 2085

                                  ATTACHMENT G

                   SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT

This Software License and Distribution Agreement (the "Software Agreement") is
entered into as October 1, 1999 ("Effective Date") by and between Brocade
Communications Systems, Inc., a corporation organized under the laws of the
state of California, U.S.A., and having its principal place of business at 1901
Guadalupe Parkway, San Jose, California 95131, ("BCS") and Data General
Corporation a Delaware corporation having its principal place of business at
4400 Computer Drive, Westboro, MA. 01580 ("DGC").

                                    RECITALS

WHEREAS, DGC has agreed to purchase MATERIAL from BCS under Volume Pricing
Agreement No. 2085 ("VPA 2085"), including Software. (Unless otherwise
indicated, capitalized terms shall have the same meaning assigned in VPA 2085.)

WHEREAS, BCS and DGC desire to extend their original equipment manufacturer
relationship to include the Software, subject to the terms and conditions of
this Software Agreement.

NOW, THEREFORE, BCS and DGC enter into this Software Agreement on the following
terms and conditions:

1.      Definitions.

        1.1     Scope of Definitions. The definitions in this Section 1 shall
                apply to this Software Agreement only. If a definition in this
                Section 1 conflicts with a definition in VPA 2085, then the
                definition in this Section 1 shall apply to this Software
                Agreement, and the definition in VPA 2085 shall apply therein.

        1.2     "Enhancements" shall mean new releases of Software with improved
                features and capabilities for which a fee will be charged.

        1.3     "DGC Products" shall mean DGC products, including but not
                limited to servers, data storage, fibre channel interconnect
                technology, total enterprise solutions, and any and all related
                product information, programs or specifications.

        1.4     "Hardware" shall mean BCS's hardware products and subassemblies,
                as further described in VPA 2085, which are the subject of VPA
                2085 and which DGC shall purchase under VPA 2085.

        1.5     "Software" shall mean BCS's proprietary software for use with
                the Hardware, as further described in Exhibit A hereto and as
                may be amended from time to time by BCS in its usual course of
                business.

        1.6     "Updates" shall mean patches and bug fixes for which no fee will
                be charged.



                                  Page 32 of 45

<PAGE>   33

                          VOLUME PRICING AGREEMENT 2085

2.      Prices.

        2.1     Prices. The prices for licenses of Software and Enhancements to
                DGC will be as set forth in Exhibit B hereto or provided to DGC
                by BCS from time to time. DGC and BCS shall adjust such prices
                for Software from time to time according to the schedule set
                forth in VPA 2085.

        2.2     Taxes. In addition to the prices shown on Exhibit B, DGC agrees
                to pay any applicable federal, state, or local taxes which may
                be levied on the license or use of Software or will provide BCS
                with an appropriate reseller tax exemption certificate.

3.      Terms for Licensing of Software

        3.1     Controlling Terms. The terms and conditions of licenses set
                forth in this Software Agreement apply to each order accepted or
                fulfilled by BCS and will supersede the terms of DGC's purchase
                order or other business forms notwithstanding BCS's acceptance
                or acknowledgment of such business forms.

        3.2     Supply and Activation. BCS shall pre-install Software on
                Hardware to be shipped to DGC. DGC acknowledges that the
                Software must be activated by loading the appropriate license
                keys ("License Keys") onto the Software. DGC further
                acknowledges that each License Key may be specific to a
                particular Hardware unit and that separate License Keys may be
                required to activate the same Software function on separate
                Hardware units. Enhancements will also require License Keys.
                Updates will be delivered to DGC in a manner mutually agreed by
                the parties.

        3.3     Prepaid License Keys. At BCS's sole discretion, DGC may order
                License Keys by prepaying for a quantity of License Keys and
                subsequently requesting License Keys for specific Hardware units
                until the number of prepaid License Keys in DGC's prepaid
                account is reduced to zero. BCS shall maintain records of the
                License Keys (including their corresponding Hardware units)
                charged against DGC's prepaid account. From time to time, DGC
                may reasonably request BCS to provide a copy of such records to
                DGC. Such records shall be deemed to be a correct and accurate
                accounting of DGC's prepaid account unless DGC provides written
                notification to BCS of an error in such records; DGC will use
                commercially reasonable efforts promptly to review and report
                any discrepancies noted therein. Any unused prepaid amounts are
                not refundable.

        3.4     Acceptance. All orders for License Keys are subject to
                acceptance in writing by BCS and are not binding until written
                acceptance or authorization of the License Keys, whichever is
                earlier. In the case of acceptance by authorization, only the
                portion of the order authorized shall be considered binding.
                Notwithstanding the foregoing, each DGC purchase order will be
                deemed accepted by BCS unless BCS provides written notice to DGC
                of its decision to reject the purchase order within [*]
                business days after BCS's receipt of that order.

        3.5     Cancellation. BCS reserves the right to cancel any accepted
                orders, or to refuse to deliver or delay delivery of authorized
                License Keys, if DGC fails to meet the obligations of this
                Software Agreement within the cure period set forth in Section
                5.2 or if VPA 2085 is terminated due to DGC's breach.

        3.6     Payment. All BCS invoices will be due and payable in U.S.
                dollars within [*] calendar days of the date of the invoice, and
                BCS will not send any invoice to DGC prior to the date of
                acceptance covered by the invoice.

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


                                  Page 33 of 45

<PAGE>   34

                          VOLUME PRICING AGREEMENT 2085

        3.7     License Grant to DGC. Subject to the terms and conditions of
                this Software Agreement, BCS grants to DGC a nonexclusive,
                nontransferable, non-sublicensable license:

                (i)     to use the program modules or features of the Software
                        which have been activated by License Keys and for which
                        DGC has paid the requisite fees for the purpose of
                        manufacturing or testing DGC Products incorporating such
                        Software and Hardware;

                (ii)    to distribute the Software to DGC's customers only in
                        object code form as embedded in Hardware incorporated
                        into DGC Products sold or leased to such customers;

                (iii)   to distribute the Enhancements and Updates to DGC's
                        customers only in object form, including via electronic
                        means provided that DGC uses commercially reasonable
                        efforts to implement protections for the storage and
                        transmission of the Enhancements and Updates to ensure
                        that such electronic means are not circumvented by any
                        third party in contravention of the restrictions in this
                        Software Agreement.

        3.8     Software Use by Second-Tier OEMs. Subject to the terms and
                conditions of this Software Agreement, BCS grants to DGC a
                nonexclusive, nontransferable, non-sublicensable license:

                (i)     to grant to DGC's OEMs ("Second-Tier OEMs") any of the
                        rights of Section 3.7 above or Section 3.9 below,
                        provided that any such use shall be governed by a
                        written agreement between DGC and Second-Tier OEM no
                        less favorable to and protective of BCS than the license
                        rights and restrictions of this Software Agreement; and

                (ii)    to distribute the Software to Second-Tier OEMs only in
                        object code form as embedded in Hardware incorporated
                        into DGC Products sold or leased to such Second-Tier
                        OEMs.

        3.9     Software Use by DGC's Customers. Subject to the terms and
                conditions of this Software Agreement, BCS grants to DGC a
                limited right to distribute (i) the Software or Enhancements
                which have been activated by License Keys and for which the
                requisite fees have been paid to BCS, (ii) Updates, to (A) DGC
                resellers with the right to further distribute to DGC customers,
                and (B) DGC's customers, without the right to further to
                distribute or sublicense, to use the program modules or
                features; provided that any use by a customer shall be governed
                by the End-User Software License Agreement attached hereto as
                Exhibit C or a written sublicense agreement between DGC and
                DGC's customer no less - favorable to and protective of BCS than
                the End-User Software License Agreement attached hereto as
                Exhibit C.

        3.10    Provision of License Keys. Upon DGC's request, BCS and DGC shall
                use reasonable efforts to mutually agree upon a procedure for
                the distribution of License Keys from BCS to DGC's customers and
                Second-Tier OEMs.

        3.11    Limitations. Except as otherwise expressly provided under this
                Software Agreement, DGC shall have no right, and DGC
                specifically agrees not to remove the Software from the Hardware
                in which it is embedded.

        3.12    Ownership. DGC agrees that the foregoing licenses do not grant
                any title or other right of ownership to the Software and that
                BCS and/or its licensors shall continue to own all right, title
                and interest in and to the Software.



                                  Page 34 of 45

<PAGE>   35

                          VOLUME PRICING AGREEMENT 2085

        3.13    Proprietary Notices. DGC agrees (i) not to remove or destroy any
                copyright, trademark, patent, or other notice, legends or
                markings of proprietary or confidential rights placed upon or
                contained within the Software, and (ii) to place such notices,
                legends and markings on and within the DGC product incorporating
                the Software (the "DGC Product") or on or within the
                documentation related to the DGC Product in accordance with the
                reasonable written instructions of BCS.

        3.14    Restrictions. DGC, on behalf of itself, the DGC Affiliated
                Companies and the DGC contract manufacturer(s), agrees that it
                will not: (a) disassemble, decompile, or reverse engineer any
                Software; (b) except as authorized herein, copy or otherwise
                reproduce any Software, in whole or in part; or (c) except as
                set forth herein of in VPA 2085, create derivative works from,
                adapt, modify, change or enhance Software without BCS's prior
                written consent. DGC's rights in the Software will be limited to
                those expressly granted in this Agreement. Notwithstanding the
                foregoing, the parties agree that DGC shall have the right to
                modify the Software as may be required in connection with DGC's
                setup of the Software for a reseller or an end user, but shall
                have no rights to otherwise modify the Software. All rights not
                granted to DGC by BCS in the Software are reserved to BCS.

        3.15    Restricted Rights. The Software shall be classified as
                "commercial computer software" as defined in the applicable
                provisions of the Federal Acquisition Regulation (the "FAR") and
                supplements thereto, including the Department of Defense (DoD)
                FAR Supplement (the "DFARS"). The parties acknowledge that the
                Software was developed entirely at private expense and that no
                part of the Software was first produced in the performance of a
                Government contract. If the Software is supplied for use by DoD,
                the Software is delivered subject to the terms of this Software
                Agreement and either (i) in accordance with DFARS 227.7202-1(a)
                and 227.7202-3(a), or (ii) with restricted rights in accordance
                with DFARS 253.227-7013(c)(1)(ii) (OCT 1988), as applicable. If
                the Software is supplied for use by a Federal agency other than
                DoD, the Software is restricted computer software delivered
                subject to the terms of this Software Agreement and (i) FAR
                13.212(a); (ii) FAR 53.227-19; or (iii) FAR 53.227-14(ALT III),
                as applicable.

4.      Limited Warranty; Limitations of Liability.

        4.1     Limited Warranty. BCS warrants that the Software will
                substantially conform to its published specifications for a
                period of ninety (90) days from the later of receipt of the
                Hardware containing the Software or receipt of access to the
                Software. This limited warranty extends only to DGC as the
                original licensee. DGC's sole and exclusive remedy and the
                entire liability of BCS and its suppliers under this limited
                warranty will be, at BCS or its service center's option, repair,
                replacement, or, if neither repair nor replacement is
                commercially practicable in BCS's sole discretion, refund of the
                Software if reported (or, upon request, returned) to BCS or its
                designee. BCS does not warrant that the Software is error free
                or that DGC will be able to operate the Software without
                problems or interruptions. This warranty does not apply if the
                Software or the Hardware containing the Software (a) is licensed
                for beta, evaluation, testing or demonstration purposes for
                which BCS does not receive a license fee, (b) has been altered,
                except by BCS, (c) has not been installed, operated, repaired,
                or maintained in accordance with instructions supplied by BCS,
                (d) has been subjected to abnormal physical or electrical
                stress, misuse, negligence, or accident, or (e) is used in
                ultrahazardous activities.

        4.2     BCS warrants that all Software shall be "Year 2000 Qualified".
                For purposes of the foregoing, "Year 2000 Qualified" Software
                will correctly process, calculate, compare and



                                  Page 35 of 45

<PAGE>   36

                          VOLUME PRICING AGREEMENT 2085

                sequence date data from, into and between the twentieth and the
                twenty-first centuries, including leap year calculations, when
                used in accordance with the associated product documentation and
                provided that all hardware, firmware and software used in
                combination with such products properly exchange accurate date
                data in appropriate Year 2000 format. Neither party may make any
                changes to specifications without written consent of the other
                party.

        4.3     Disclaimer of Warranty. BCS MAKES NO WARRANTIES OR
                REPRESENTATIONS AS TO PERFORMANCE OF THE SOFTWARE OR DGC
                PRODUCTS, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND
                CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
                MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND (EXCEPT AS
                STATED BELOW) NONINFRINGEMENT, ARE HEREBY DISCLAIMED. EXCEPT AS
                EXPRESSLY PROVIDED FOR IN THIS SECTION 4, THE SOFTWARE IS
                PROVIDED "AS IS".

        4.4     Limited Liability. THE LIABILITY OF BCS, IF ANY, FOR DAMAGES
                RELATING TO OR ARISING OUT OF THIS SOFTWARE AGREEMENT OR THE
                SUPPLY OF SOFTWARE HEREUNDER, WHETHER RESULTING FROM A TORT
                (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER FORM OF
                ACTION, SHALL BE LIMITED TO THE LIABILITY CAP SET FORTH IN
                SECTION 10.10.2 OF THE VPA 2085, AND SHALL IN NO EVENT INCLUDE
                LOSS OF PROFITS, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES,
                OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
                KIND, EVEN IF BCS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES,
                AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
                LIMITED REMEDY PROVIDED UNDER THIS SOFTWARE AGREEMENT.

        4.5     Support and Service. DGC will provide service and support
                directly to its resellers and customers for the Software,
                Enhancements and Updates; BCS has no obligations to provide
                support directly to DGC customers or resellers. BCS will provide
                service and support for the Software, Enhancements and Updates
                to DGC as set forth in Attachment F to VPA 2085.

        4.6     Indemnity. The provisions of Section 7.1.1 of VPA 2085 are
                incorporated herein by reference.

5.      Term and Termination.

        5.1     Term. The term of this Software Agreement shall be the same as
                the term of VPA 2085.

        5.2     Right to Terminate. Either party may terminate this Software
                Agreement (i) immediately upon termination of VPA 2085; or (ii)
                upon the occurrence of a default, as follows".

        (1)     The occurrence of any of the following acts or events shall
                constitute default of this Agreement: (a) the failure by such
                party to observe or perform any material covenant or obligation
                under this Agreement, or (b) such party becomes insolvent,
                suffers the appointment of a receiver, or makes an assignment
                for the benefit of creditors; or proceedings are commenced
                against such party under any bankruptcy, insolvency or debtor's
                relief law, if such proceeding is not vacated or set aside
                within sixty (60) days after the date of commencement thereof.

        (2)     In the case of default, if such default has not been cured
                within thirty (30) days after a party has received written
                notice of default from the other party, the party giving notice
                may give a second (final) Notice of Intent to Terminate,
                directed in the case of notice to DGC to its



                                  Page 36 of 45

<PAGE>   37

                          VOLUME PRICING AGREEMENT 2085

                Vice President, Manufacturing, and in the case of notice to BCS,
                to its Vice President of Finance and Administration. In the
                event thereafter that such default is not cured within five (5)
                business days after the receipt of such Notice of Intent to
                Terminate, the party giving notice may terminate this Agreement
                by written notice at any time thereafter while such default
                continues.

        5.3     Effect of Termination for Default. In the event that BCS
                terminates this Software Agreement on account of DGC's default,
                BCS may: (i) declare all amounts owed by DGC to be immediately
                due and payable and refuse to deliver any further License Keys
                or ship any further Hardware under VPA 2085 until such amounts
                have been paid; (ii) require C.O.D. payment; and (iii) pursue
                any other remedies at law or in equity available to it.
                Termination of the Software Agreement shall not terminate or
                otherwise affect any licenses previously distributed by DGC
                hereunder.

        5.4     Liability for Termination. NEITHER PARTY SHALL BE LIABLE TO THE
                OTHER AS A RESULT OF THE EXPIRATION OR ANY TERMINATION OF THIS
                SOFTWARE AGREEMENT, INCLUDING FOR ANY MONEYS EXPENDED, DAMAGES
                SUFFERED OR LIABILITIES INCURRED BY EITHER IN THE CONDUCTING OR
                PROMOTING OF THEIR BUSINESS, OR FOR LOST PROFITS OR
                CONSEQUENTIAL DAMAGES OF ANY KIND.

        5.5     Survival. DGC's obligations to pay BCS all amounts due
                hereunder, as well as Sections 1, 3.9 - 3.12 (inclusive), 4, 5,
                6, 7, and 8 shall survive the expiration and any termination of
                this Software Agreement. The licenses under Sections 3.7, 3.8
                and 3.9 and the warranties under Section 4 shall survive the
                expiration and termination of this Software Agreement.

6.      Confidentiality

        The confidentiality obligations set forth in VPA 2085 shall apply
        equally to information disclosed under this Software Agreement. (The
        provisions entitled "Protection of Information" in Exhibit C shall not
        apply to DGC).

7.      General

        The general provisions in VPA 2085 concerning the following subject
        matter, if any, are incorporated herein by reference and shall apply
        equally to this Software Agreement: Controlling or Governing Law, Venue,
        Arbitration or Alternate Dispute Resolution (relative only to claims
        solely between the parties and not involving third parties), Assignment,
        Injunctive or Equitable Relief, Relationship of the Parties, Compliance
        with Laws including Export Laws, Severability, Notices, Force Majeure,
        Headings, Modification, and Waiver.

8.      Conflict Provision.

        8.1     Entire Agreement. This Agreement, the exhibits hereto, and the
                relevant portions of VPA 2085 (which are fully incorporated
                herein by this reference) constitute the entire agreement
                between the parties pertaining to the subject matter hereof, and
                supersede in their entirety any prior or contemporaneous written
                or oral agreements between the parties.



                                  Page 37 of 45

<PAGE>   38

                          VOLUME PRICING AGREEMENT 2085

        8.2     Conflicts. Except as expressly set forth herein, all other terms
                and conditions of VPA 2085 shall remain in full force and
                effect. In the event of conflict between this Software Agreement
                and VPA 2085, the terms and conditions of this Software
                Agreement shall apply to Software and the terms and conditions
                of VPA 2085 shall apply to Hardware.

IN WITNESS WHEREOF, the parties have caused this Software License Agreement to
be executed by their duly authorized representatives.


BROCADE COMMUNICATIONS
SYSTEMS, INC.                             DATA GENERAL CORPORATION
        ("BCS")                           ("DGC")

By: /s/ Charles Smith                     By: /s/ William F. O'Neill
        Charles Smith                        William F. O'Neill
        Vice President of Worldwide Sales    Director, New Products & Technology



                                  Page 38 of 45

<PAGE>   39

                          VOLUME PRICING AGREEMENT 2085

                                    EXHIBIT A

                            DESCRIPTION OF SOFTWARE*

BCS Software Bundle I (Version 1.1)                   PN SW-0000000007-0002

BCS Software Bundle II (Version 2.1)                  PN SW-200007-02

QuickLoop                                             PN SW-2000008-01

*Includes WebTools, Zoning, and SCSI Enclosure Services (SES)



                                  Page 39 of 45

<PAGE>   40

                          VOLUME PRICING AGREEMENT 2085

                                    EXHIBIT B

                                     PRICES

BCS Software Bundle I PN SW-0000000007-0002       $ [*] per license per switch

BCS Software Bundle II PN SW-200007-02            $ [*] per license per switch

QuickLoop PN SW-2000008-01                        $ [*] per license per switch

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.


                                  Page 40 of 45

<PAGE>   41

                         VOLUME PRICING AGREEMENT 2085

                                   EXHIBIT C

                      END-USER SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS END-USER SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE
SOFTWARE CONTAINED IN THIS EQUIPMENT.

BY USING THE EQUIPMENT THAT CONTAINS THIS Software, YOU ARE CONSENTING TO BE
BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS
AGREEMENT, PROMPTLY RETURN THE EQUIPMENT AND DO NOT USE THE Software.

SINGLE USER LICENSE. Subject to the terms and conditions of this Agreement,
Brocade Communications Systems, Inc. ("BCS") and its suppliers grant to Customer
("Customer") a nonexclusive license to use (a) BCS software which provides the
basic operating environment for BCS equipment, and (b) the specific BCS program
modules or features which have been enabled by software keys supplied by BCS or
its authorized distributors and for which Customer has paid any applicable
license fees (collectively, the "Software"), both of the foregoing in object
code form only: (i) solely as embedded in BCS equipment owned or leased by
Customer, and (ii) for key-enabled software, solely on the single central
processing unit corresponding to the software key(s) supplied by BCS and to the
license fees paid by Customer.

LIMITATIONS. Except as otherwise expressly provided under this Agreement,
Customer shall have no right, and Customer specifically agrees not to:

(i)     make error corrections to or otherwise modify or adapt the Software nor
        create derivative works based upon the Software, or to permit third
        parties to do the same;

(ii)    copy, in whole or in part, decompile, reverse engineer, disassemble or
        otherwise reduce the Software to human-readable form; or

(iii)   remove the Software from the equipment in which it is embedded.

Only to the extent required by law, if any, BCS shall provide Customer with the
interface information needed to achieve interoperability between the Software
and another independently created program, upon Customer's request and upon
payment of BCS's applicable fee. Customer shall observe strict obligations of
confidentiality with respect to such information.

UPGRADES AND ADDITIONAL COPIES. For purposes of this Agreement, "Software" shall
include (and the terms and conditions of this Agreement shall apply to) any
upgrades, updates, bug fixes or modified versions (collectively, "Upgrades") or
backup copies of the Software licensed or provided to Customer by BCS or an
authorized distributor for which Customer has paid the applicable license fees
and holds the corresponding software keys. NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY SUCH
ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH
COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE AND THE CORRESPONDING Software
KEYS TO THE ORIGINAL Software; AND (2) USE OF UPGRADES IS LIMITED TO BCS
EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE.

NOTICES OF PROPRIETARY RIGHTS. Customer agrees to maintain and reproduce all
trademark, copyright, patent, and notices of other proprietary rights on all
copies, in any form, of the Software in the same form and manner that such
trademark, copyright, patent, and notices of other proprietary notices rights
are included on the Software. Except as expressly authorized in this Agreement,
Customer shall not make any copies or duplicates of any Software without the
prior written permission of BCS. Customer may make such backup copies of the
Software as may be necessary for Customer's lawful use, provided Customer
affixes to such copies all trademark, copyright, confidentiality, and patent,
and notices of other proprietary notices rights that appear on the original.



                                  Page 41 of 45

<PAGE>   42

                          VOLUME PRICING AGREEMENT 2085

PROTECTION OF INFORMATION. Customer agrees that aspects of the Software and
associated documentation, including the specific design and structure of
individual programs, constitute trade secrets and/or copyrighted material of
BCS. Customer shall not disclose, provide, or otherwise make available such
trade secrets or copyrighted material in any form to any third party without the
prior written consent of BCS. Customer shall implement reasonable security
measures to protect such trade secrets and copyrighted material. Title to
Software and documentation shall remain solely with BCS.

LIMITED WARRANTY. BCS warrants that the Software will substantially conform to
its published specifications for a period of ninety (90) days from the later of
receipt of the equipment containing the Software or receipt of access to the
Software. This limited warranty extends only to Customer as the original
licensee. Customer's sole and exclusive remedy and the entire liability of BCS
and its suppliers under this limited warranty will be, at BCS or its service
center's option, repair, replacement, or refund of the Software if reported (or,
upon request, returned) to BCS or its designee. Except as expressly granted in
this Agreement, the Software is provided AS IS. BCS does not warrant that the
Software is error free or that Customer will be able to operate the Software
without problems or interruptions.

This warranty does not apply if the Software or the BCS equipment in which the
Software is embedded (a) is licensed for beta, evaluation, testing or
demonstration purposes for which BCS does not receive a license fee, (b) has
been altered, except by BCS, (c) has not been installed, operated, repaired, or
maintained in accordance with instructions supplied by BCS, (d) has been
subjected to abnormal physical or electrical stress, misuse, negligence, or
accident, or (e) is used in ultrahazardous activities.

DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF
DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY
APPLICABLE LAW.

IN NO EVENT WILL BCS OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR
DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES
HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE
OF OR INABILITY TO USE THE Software EVEN IF BCS OR ITS SUPPLIERS HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BCS'S OR ITS
SUPPLIERS' LIABILITY TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EXCEED THE PRICE PAID BY CUSTOMER. THE FOREGOING
LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR
EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT
APPLY TO YOU.

TERM AND TERMINATION. This Agreement is effective until terminated. Customer's
license rights under this Agreement will terminate immediately without notice
from BCS if Customer fails to comply with any provision of this Agreement. Upon
termination, Customer must destroy all copies of Software and the corresponding
software keys in its possession or control.

CUSTOMER RECORDS. Customer grants to BCS and its independent accountants the
right to have conducted, through a mutually acceptable third party auditor,
under a suitable confidentiality agreement, an audit of Customer's books,
records and accounts during Customer's normal business hours to verify
compliance with this Agreement. In the event such audit discloses material
non-compliance with this Agreement, Customer shall promptly pay to BCS the
appropriate licensee fees.

EXPORT. SOFTWARE, including technical data, is subject to U.S. export control
laws, including the U.S. Export Administration Act and its associated
regulations, and may be subject to export or import regulations in other
countries. Customer agrees to comply strictly with all such regulations and
acknowledges that it has the responsibility to obtain licenses to export,
re-export, or import Software.



                                 Page 42 of 45

<PAGE>   43

                          VOLUME PRICING AGREEMENT 2085

RESTRICTED RIGHTS. The Software shall be classified as "commercial computer
software" as defined in the applicable provisions of the Federal Acquisition
Regulation (the "FAR") and supplements thereto, including the Department of
Defense (DoD) FAR Supplement (the "DFARS"). The parties acknowledge that the
Software was developed entirely at private expense and that no part of the
Software was first produced in the performance of a Government contract. If the
Software is supplied for use by DoD, the Software is delivered subject to the
terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a)
and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS
252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied
for use by a Federal agency other than DoD, the Software is restricted computer
software delivered subject to the terms of this Agreement and (i) FAR 12.212(a);
(ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable.

GENERAL. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, United States of America, as if performed
wholly within the state and without giving effect to the principles of conflict
of law. If any portion hereof is found to be void or unenforceable, the
remaining provisions of this Agreement shall remain in full force and effect.
This Agreement constitutes the entire agreement between the parties with respect
to the use of the Software



                                  Page 43 of 45

<PAGE>   44

                          VOLUME PRICING AGREEMENT 2085

                                    EXHIBIT H

                                      [*]

        [*]

[*]

* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                  Page 44 of 45

Source: OneCLE Business Contracts.