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                                   ECCS, INC.

                    SENIOR STAFF CHANGE IN CONTROL SEVERANCE
                    AND INCENTIVE COMPENSATION PAY AGREEMENT

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         THIS  SENIOR  STAFF   CHANGE  IN  CONTROL   SEVERANCE   AND   INCENTIVE
COMPENSATION  PAY  AGREEMENT  (the  "CICSIPA")  is  made as of the  28th  day of
October,  1997,  by and  between  ECCS,  Inc.,  a New  Jersey  corporation  (the
"Company"), and GREGG M. AZCUY, an employee of the Company (the "Employee"), and
supersedes all such CICSIPA agreements.

                                R e c i t a l s:
                                ----------------

     1. The  Company  is a New Jersey  corporation  engaged  in  developing  and
manufacturing  intelligent mass storage  subsystems and reselling  complementary
products procured from third parties and providing related professional services
into the  non-mainframe,  non-mini computer open systems market. The Employee is
currently employed by the Company as PRESIDENT AND CHIEF EXECUTIVE OFFICER.

     2. The  Company  and the  Employee  desire to  provide  for the  payment of
severance  pay to the  Employee  in the event of the  termination  of his or her
employment  following a change of control or severance from the Company,  on the
terms and conditions set forth in this Agreement:

                                   Agreement:
                                   ----------

     In  consideration  of the premises and the mutual  covenants and conditions
set forth herein, the Company and the Employee agree as follows:

     Section 1.  Operation  of  Agreement.  This  Agreement  shall be  effective
     -------------------------------------
immediately upon its execution, but the provisions hereof shall not be operative
unless  and until a "Change in  Control"  (as such term is defined in Section 2)
has  occurred  or  severance  for other  reasons  as  defined  in Section 4. has
occurred.

     Section 2. Change in Control.  The term "Change in Control" as used in this
     -----------------------------
Agreement shall mean the first to occur of any of the following:

(a)  The effective date or date of  consummation of any transaction or series of
     transactions (other than a transaction to which only the Company and one or
     more of its subsidiaries are parties) pursuant to which the Company:

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CHANGE IN CONTROL SEVERANCE PAY AGREEMENT
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     (i)  becomes a subsidiary of another corporation, or

     (ii) is merged or consolidated with or into another corporation, or

     (iii) engages in an exchange of shares with another corporation, or

     (iv) transfers, sells or otherwise disposes of all or substantially all its
          assets to a single purchaser (other than the Employee),  or a group of
          purchasers (none of whom is the Employee);

     provided,  however,  that this  Subsection (a) shall not be applicable to a
     transaction  or series of  transactions  in which a majority of the capital
     stock of the other  corporation,  following  such  transaction or series of
     transactions,  is owned or  controlled  by the holders of a majority of the
     Company's  outstanding capital stock immediately before such sale, transfer
     or  disposition,   unless  the  Chief  Executive   Officer  of  such  other
     corporation becomes the Chief Executive Officer of the Company;

(b)  The date  upon  which  any  person,  (other  than the  Employee),  group of
     associated  persons  acting in concert  (none of whom is the  Employee)  or
     corporation  becomes a direct  or  indirect  beneficial  owner of shares of
     stock of the Company  representing  an aggregate of more than fifty percent
     (50%) of the votes then  entitled to be cast at an election of directors of
     the  Company;  provided  however,  that  this  Subsection  (b) shall not be
     applicable to a transaction or series of  transactions  in which the entity
     acquiring  such  ownership in excess of fifty  percent (50%) is a person or
     entity who is  eligible,  pursuant to Rule  13d-1(b)  under the  Securities
     Exchange Act of 1934, as amended,  to file a statement on Schedule 13G with
     respect to its beneficial ownership of the Company's capital stock, whether
     or not such person or entity shall have filed a schedule  13G,  unless such
     person or entity shall have filed a Schedule 13D with respect to beneficial
     ownership of fifteen  (15%) or more of the  Company's  capital  stock;  and
     provided,  further,  that the  acquisition  of shares in a bona fide public
     --------   -------                                         ---------
     offering or private placement of securities by an investor who is acquiring
     such shares for passive  investment  purposes  only shall not  constitute a
     "Change in Control."

(c)  The date upon which the persons who were  members of the Board of Directors
     of the  Company as of October 28, 1997 (the  Original  Directors)  cease to
     constitute a majority of the Board of Directors;  provided,  however,  that
     any new Director  whose  nomination  or selection  has been approved by the
     affirmative vote of at least five of the Original  Directors then in office
     shall also be deemed an Original Director.

     Section 3. Severance Pay Upon  Termination  by Company  Without cause or By
     ---------------------------------------------------------------------------
Employee  for Cause.  If,  during the one year  period  immediately  following a
-------------------
Change in Control,  the  Employee's  employment  with the Company is  terminated
either:

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CHANGE IN CONTROL SEVERANCE PAY AGREEMENT
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(a)  By the Company for no reason or for any reason other than the  dishonest or
     willful misconduct of the Employee, including, but not limited to, theft of
     or  other  unauthorized  personal  use of the  Employer's  funds  or  other
     property; or

(b)  Due to the death or disability of the Employee; or

(c)  By the Employee as a result of, or within 30 days of the following:

     (i)  a  reduction  in his or her  rate of  regular  compensation  from  the
          Company to an amount below the rate of his or her regular compensation
          as in effect immediately prior to the Change in Control;

     (ii) a  requirement  that the  Employee  relocate  to a location  more than
          thirty-five  (35) miles from the Employee's  office  location with the
          Company immediately prior to the Change in Control;

     (iii)a change  in duties or job  responsibilities  from  those as in effect
          immediately  prior to the Change in Control,  which change  results in
          the diminution of the Employee's status,  authority and duties, except
          for  such  subordination  in  duties  or job  responsibilities  as may
          normally be required due to the Company's  change from an  independent
          business entity to being a subsidiary or division of another corporate
          entity;

then the  Company  shall  pay the  Employee,  within  ten (10)  days  after  the
effective  date of his or her  termination,  an  amount  equal  to the sum of 12
twelve  times  (x) the rate of his or her  monthly  regular  compensation  as in
effect  immediately  prior to the Change in Control,  (y) an amount equal to the
value of his or her  accrued  vacation  time up to the  maximum of such  accrued
vacation  time then  permitted  by  Company  policy,  and (z) if such  Change in
Control occurs prior to the payment of executive  incentive bonuses for the year
ended  December  31, 1997  ("1997")  or December  31,  1998,  the Company  shall
calculate  the  financial  results for year on a pro forma basis as set forth in
the next  sentence  and,  if a bonus  would be  payable on the basis of such pro
forma financial  results,  the Employee shall be entitled to a pro rata share of
such incentive bonus, if any, calculated as set forth in next sentence.  For the
purposes  of  computing  any  such  executive  incentive  bonus,  the  executive
incentive  bonus  shall be  calculated  by taking the  revenues  and the pre-tax
earnings for the last full three  months  before such  termination  and dividing
them by three  (3) and  multiplying  the  result by the  number  of months  then
remaining in 1997 and adding the respective results to year-to-date revenues and
pre-tax  earnings  through the end of the month prior to  termination,  and then
dividing  such by the fraction of the fiscal year from its beginning to the date
of  termination.  The Company may withhold from any such severance  compensation
any federal, state, city, county or other taxes.

The Company shall also pay the Employee  insurance  and other  similar  employee

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CHANGE IN CONTROL SEVERANCE PAY AGREEMENT
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benefits until the sooner to occur of twelve months following termination of his
or her employment or the date on which the Employee  begins  employment  with an
employer  other than the  Company.  In the event that the  Employee's  continued
participation  in any such  plans  for such  period  is not  possible  under the
general  terms and  provisions  thereof,  the Company  shall pay to the Employee
benefits which are substantially similar in content and value to those which the
Employee was entitled under such plans or programs for such period.

     All  severance  payments are subject to  individual  signing a  non-compete
agreement, the term of which to be commensurate with the length of the severance
payments.

     Section 4. No Severance Pay Upon Any Other Termination.
     ------------------------------------------------------

a) In the event the employee is dismissed from the business  through no fault of
his/her own, the  following  will apply.  This would apply for purposes of staff
reductions  or  layoffs  as a  result  of  diminished  financial  conditions  or
prospects of the Company. The Senior staff member will be entitled to be paid at
the Company's  option,  within ten (10) days after the effective date of his/her
termination,  (1) regular payroll  payments of an amount equal to the sum of six
(6) times the rate of  his/her  regular  monthly  compensation  OR (2) an amount
equal  to the  sum of  six  (6)  times  the  rate  of  his/her  monthly  regular
compensation as in effect immediately prior to the dismissal.  Standard benefits
apply as covered in the ECCS Employee Policies and Procedures Manual.

b) Should  the Senior  Staff  member be  dismissed  for  documented  performance
related reasons,  the Company will pay the Employee at its option either (1) the
full sum of three (3) times the rate of  his/her  regular  monthly  compensation
within ten (10) days after  termination  OR (2) regular  payroll  payments of an
amount equal to the sum of three (3) times the rate of his/her  regular  monthly
compensation  as in effect  immediately  prior to the  termination and an amount
equal to the value of his/her  accrued  vacation  time up to the maximum of such
accrued  vacation time permitted by Company policy.  Standard  benefits apply as
covered in the ECCS Policies and Procedures Manual.

c) Under no  circumstance  of any kind will the Company  offer  severance if the
employee has been dishonest or  demonstrated  willful  misconduct on the part of
the Employee,  including but not limited to theft or other unauthorized personal
use of the Company's funds or other  property,  caused harm or been in violation
of the Company's then current Policies and Procedures manual.

     Section 5.  Incentive  Compensation  if Employee  Remains  with the Company
     ---------------------------------------------------------------------------
Until a Change in Control. If the Employee remains employed by the Company until
-------------------------
a Change in Control,  then in all events,  the Employee  shall  receive from the
Company  within  ten (10) days after the date of the Change in Control a special
incentive  bonus equal to either (i) two (2) times the  Employee's  base monthly
compensation in effect at the time, if the consideration  paid, net of incentive
compensation  paid or to be paid to Senior  Staff  under the terms of a CICSIPA,

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for the Change in  Control  is less than $6.00 per share,  or (ii) six (6) times
the  Employee's  base  monthly  compensation  in  effect  at  the  time,  if the
consideration  paid, net of incentive  compensation paid or to be paid to Senior
Staff under the terms of a CICSIPA, for the Change in Control is more than $6.00
per share.

     Should such Change in Control occur without the acquiring  party or parties
acquiring  100% of the  shares of common  stock of ECCS or if an asset  purchase
less than 100% of the  assets of ECCS for the  purposes  of this  Section 5, the
consideration received will be grossed up to an amount equal to that which would
have resulted had 100% been acquired at the same payment rate.

     Section 6. Entire Obligation. Payment to the Employee pursuant to Sections
     ----------------------------
3, 4 or 5 of this  Agreement  shall  constitute  the  entire  obligation  of the
Company to the  Employee  and full  settlement  of any claim under law or equity
that the Employee  might  otherwise  assert  against the Company,  or any of its
employees,  officers  or  directors  on account of the  Employee's  termination.
Payments hereunder shall supersede and extinguish any obligation the Company may
have with respect to the Employee  pursuant to any employment  contract or other
agreement for the payment of employment compensation,  whether such agreement(s)
are in existence now or come into existence hereafter.

     Section 7. No Obligation to Continue  Employment. This  Agreement does not
     ------------------------------------------------
create  any  obligation  on the part of the  Company to  continue  to employ the
Employee following a Change in Control or in the absence of a Change in Control.

     Section 8. Term of Agreement. This Agreement shall terminate and no longer 
     ----------------------------
be in effect on the  earlier of  February  1,  1998,  or the date upon which the
Employee  ceases to be an employee of the Company unless a Change in Control has
occurred  prior to or on such date.  If a Change in Control has  occurred,  this
Agreement  shall continue to be effective  until the date one year following the
Change in Control.

     Section  9.  Severability.  Should any  clause,  portion or section of this
     -------------------------
Agreement be unenforceable or invalid for any reason,  such  unenforceability or
invalidity shall not affect the  enforceability  or validity of the remainder of
the Agreement.

     Section 10.  Assignment:  Successors  in Interest. This  Agreement,  being
     -------------------------------------------------
personal  to the  Employee,  may not be  assigned  by him or her.  The terms and
conditions of this  Agreement  shall enure to the benefit of and be binding upon
the successors and assigns of the Company, and the heirs, executors and personal
representatives of the Employee.

     Section 11. Waiver.  Failure to insist upon strict  compliance  with any of
     ------------------
the terms,  covenants  or  conditions  of this  Agreement  shall not be deemed a

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CHANGE IN CONTROL SEVERANCE PAY AGREEMENT
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waiver  of  such  term,   covenant  or  condition,   nor  shall  any  waiver  or
relinquishment  of any  right or  power  hereunder  at any one or more  times be
deemed a waiver or  relinquishment  of such  right or power at any other time or
times.

     Section  12.  Governing  Law. This  Agreement  shall  be  governed  by and
     ----------------------------
construed in accordance  with the laws of the State of New Jersey  applicable in
the case of agreements made and to be performed entirely within such State.

     Section 13.  Arbitration.  Any  controversy  or claim  arising out of or in
     ------------------------
connection  with this  Agreement  shall be settled by  arbitration in accordance
with the rules of the  American  Arbitration  Association  then in effect in the
State of New Jersey and judgment upon such award  rendered by the arbitrator may
be entered in any court having  jurisdiction  thereof.  The arbitration shall be
held in the State of New Jersey.  The arbitration award shall include attorneys'
fees and costs to the prevailing party.

                              * * * * * * * * * * *


IN WITNESS  WHEREOF,  this Agreement has been executed by the  undersigned as of
the date first above written.

ECCS, Inc.


By:  /s/Michael E. Faherty
     ----------------------------------
     Michael E. Faherty
     Chairman of the Board of Directors


                                    ACCEPTED: /s/Gregg M. Azcuy
                                              ---------------------------
                                              Gregg M. Azcuy
                                              President and Chief 
                                              Executive Officer


                                    

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