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                                                                   EXHIBIT 10.93

Storage Technology Corporation   3036733128     Office of Corporate Counsel
One Storage Tek Drive            3036734151
Louisvile, CO 80022

Chris Ciszczon
Contracts Manager
Office Number: 303.673.5829
Email ID: Christopher_Ciszczon@StorageTek.com

                                                               [STORAGETEK LOGO]

February 26, 2003

TO: STORAGE TECHNOLOGY CORPORATION US VALUE ADDED RESELLERS

RE: Replacement of Attachment 1 - General Terms and Conditions - US VAR attached
    (the "Terms")

Dear StorageTek US Value Added Reseller,

StorageTek has recently improved the terms of the US Value Added Reseller
agreement. These improvements include (but are not limited to):

      1. Changing the term from a fixed contract term, to one that is open-ended
         (or "evergreen," i.e., whereby the contract remains in effect unless
         otherwise terminated for convenience or default contract term);

      2. Clarification with respect to limited use of Trademarks,

      3. Updating of Confidential Information regarding disclosure of the
         agreement;

      4. Provision that will permit a VAR to sell StorageTek products directly
         into the Healthcare "shared archive" market, including attachment to a
         Picture Archive Communication System, with some express limitations and
         restrictions; and

      5. A new provision incorporating Intellectual Property Infringement
         protection.

Particularly with respect to item 4, but also generally speaking, StorageTek
needs to transition all of its US Value Added Resellers to the new terms
outlined herein. Therefore, this letter serves as StorageTek written notice to
replace your existing Attachment 1 - General Terms and Conditions - US VAR with
the included Terms, which replacement shall become effective: as of April 1,
2003 or your

INFORMATION made POWERFUL

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US VAR Letter
26 Feb 03
Page 2 of 2

next placement of an order upon your Master Reseller for StorageTek Products.

In the event that you do not agree to accept the new Terms, then in accordance
with the Term and Termination section of our existing agreement, you may
exercise your right to terminate, for convenience, the agreement.

However, we believe the changes are beneficial to your company, and look forward
to maintaining our business relationship.

Should you have any questions, please contact me at 303.673.5829.

Best regards,

/s/ Chris Ciszczon

Chris Ciszczon
Contracts Manager

cc:

Patti Baca
Micki Sugar

enclosure: Attachment 1 - General Terms and Conditions - US VAR (dated 7 Feb 03)

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[STORAGETEK LOGO]                                      INFORMATION made POWERFUL

              ATTACHMENT 1 - GENERAL TERMS AND CONDITIONS - US VAR

1.    APPOINTMENT AND SCOPE.

This US Value Added Reseller Agreement ("Agreement") is effective as of the
Effective Date by and between StorageTek and VAR. StorageTek appoints VAR a
nonexclusive Value Added Reseller, with the right to purchase equipment and
media and obtain software for distribution to End Users under a StorageTek
license as between the End User and StorageTek, (collectively referred to as
"Products") from the Master Reseller designated on the Business Page, and to
promote, market, resell, or distribute (collectively referred to as "Sell") the
Products directly (and directly only) to End Users in the Territory, for
installation at an End User site in the Territory, in conjunction with the terms
and conditions defined herein. "End User" shall mean the customer that is
purchasing the Products from VAR for the purpose of internal use within its own
data center-processing environment and for no other purpose.

VAR agrees that the sale and distribution of Products under this Agreement is
intended only for those Products checked on the Business Page. StorageTek has
the right to discontinue the sale of any Product at any time in its sole
discretion. In addition, StorageTek may change the Master Reseller, Products and
Territory upon 60 days prior written notice.

StorageTek may, in its sole discretion, place additional restrictions on VAR
with respect to purchasing certain products for resale, including but not
limited to the mandatory obligation for VAR to complete specific training
courses before VAR is permitted to purchase such products for resale. In these
instances, VAR is not authorized to purchase from Master Reseller such products
until VAR has completed the specific training courses. After VAR completes such
specific training courses, StorageTek will confirm via written notice VAR's
completion of such training and subsequent additional rights to purchase such
products from its Master Reseller for resale. StorageTek may, in its sole
discretion, place additional restrictions on VAR with respect to purchasing
certain products for resale, including but not limited to the mandatory
obligation for VAR to provide certain materials to the End User customer,
represent StorageTek's Products in a specific manner, and secure the End Users'
acknowledgement of certain matters. StorageTek will communicate such
restrictions via the e-Partners website. VAR is required to secure access and
login to the e-Partners website on a frequent basis (at a minimum once a month)
to obtain such information regarding new product introductions and any
restrictions that may be associated with these introductions.

VAR agrees that the purchase, resale and distribution of Products is prohibited
(i) to other resellers, distributors and dealers under this Agreement; (ii) to
the US Federal Government or as a party to any transaction where the ultimate
End User is the US Federal Government; (iii) knowingly to corporations on behalf
of the US Federal Government; (iv) to corporations or divisions of a corporation
where VAR knows that either the funding for the project comes from the US
Federal Government or that the Products will be used primarily in support of a
US Federal Government contract; (v) for installation at a US Federal Government
site; (vi) or in a manner that involves placing any Products on any General
Services Administration ("GSA") or government-targeted multiple-award schedule.

2.    TERMS OF PRODUCT SALE.

a.    PROMOTION OF PRODUCTS. VAR agrees to use its reasonable efforts
commensurate with its overall business to Sell the Products, including (i)
maintaining a suitable place of business to conduct its business with adequate
and efficient sales and technical personnel; (ii) actively and diligently
canvassing and soliciting business in the Territory; (iii) employing sales
personnel who are or will become familiar with the technology for which the
Products are used or incorporated into a solution; (iv) providing integration
services as appropriate to End User customer base; (v) displaying, demonstrating
and representing the Products fairly and, (vi) not making any representations
concerning StorageTek or the Products, which are false, misleading, or
inconsistent with those representations set forth in the promotional materials,
literature and manuals published and supplied by StorageTek, including but not
limited to, VAR is specifically NOT to represent to End Users that the
StorageTek Products are "medical devices" or suitable for use with, or
incorporation into, any "medical device," and VAR will indemnify and hold
StorageTek harmless from any such act on the part of VAR.

b.    TERMS OF PRODUCT PURCHASES AND LICENSES. VAR agrees that it will purchase
or obtain all Products for resale and distribution from the designated Master
Reseller on the Business Page unless StorageTek grants an exception in writing.
Purchase terms as agreed upon between VAR and Master Reseller shall govern the
purchase and distribution of Products, except that the terms of the licenses for
Internal Code and Software, and rights regarding Maintenance Code, between
StorageTek and VAR in this Agreement shall control in respect of VAR's use
thereof. The price VAR charges when it resells Products will be as determined
between VAR and the End User, except in the case of brokering StorageTek's
software license and Consulting Services where the price will be as agreed to
between StorageTek and the End User. Product warranties or claims against such
warranties shall be between VAR and Master Reseller, except to the extent that
StorageTek offers a warranty directly to the End User, in which case the End
User's claim is directly upon StorageTek.

c.    LIMITED WARRANTY. VAR agrees to indemnify StorageTek for any liability or
damages caused by its provision of any warranty to its End Users beyond that
provided by StorageTek. StorageTek's then current End User warranty offerings
are available on StorageTek's website.

d.    MAINTENANCE OBLIGATIONS. VAR may sell maintenance agreements on Products
sold (i) either by selling Master Reseller's maintenance agreements, if any; or
(ii) by having its End User sign a StorageTek maintenance agreement.
StorageTek's then current maintenance agreement is available on StorageTek's
website.

By providing its End Users a StorageTek maintenance agreement, VAR agrees to pay
the applicable maintenance and installation charges to Master Reseller, and
communicate the terms of StorageTek's then current offering to its End User. For
equipment VAR wants StorageTek to install, VAR is responsible for completing a
Pre-Installation Questionnaire ("PIQ") (where a PIQ, or any other process
requires such information, as required by StoragetTek from time to time) or, in
the event that StorageTek is requested to perform this service on VAR's behalf,
remitting applicable fees to Master Reseller. Should there be a conflict of
terms between the then current StorageTek maintenance agreement, and this
Agreement, this Agreement shall govern.

e.    RESPONSIBILITY FOR MAINTAINING SOLUTION COMPATIBILITY. VAR acknowledges
that it may offer the Products to the End User as part of an information
technology solution. VAR agrees that StorageTek has no liability to VAR or to
any third party if the Products are/or become incompatible with products from
another manufacturer or from VAR, unless StorageTek's then current Product
specifications clearly state specific compatibility with third party products.

f.    AUDIT RIGHTS. During the term of this Agreement and for a

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              ATTACHMENT 1 - GENERAL TERMS AND CONDITIONS - US VAR

period of 3 years thereafter, VAR will keep and maintain accurate books and
records necessary to verify compliance with this Agreement. StorageTek has the
right to audit and inspect VAR's books and records which are applicable to or
involve the sale, distribution, installation or maintenance of the Products.
StorageTek's right to audit and inspect shall be limited to once per quarter per
calendar year and shall occur only during VAR's normal business hours.
StorageTek must provide to VAR 5 business days advance written notice of its
intent to audit and inspect.

g.    STORAGETEK EQUIPMENT. StorageTek equipment, as represented in Section 1
above, shall mean the hardware and related features, upgrades and other
tangibles StorageTek makes commercially available for purchase. Equipment is
manufactured from new parts, or new and used parts. In some cases, equipment may
not be new and may have been previously installed. Regardless, StorageTek's
warranty terms as described in Section 2, subsection "c" apply, unless the
equipment is identified to VAR as "used" or "refurbished".

h.    CONSULTING SERVICES. StorageTek hereby appoints VAR as a broker for the
purposes of delivering StorageTek's consulting services ("Consulting Services")
to its End Users. As such, VAR will present agreements to its End User which
will be entered into directly between StorageTek and the End User, without the
need for VAR to create a service infrastructure of any kind with the exception
of administrative support.

As StorageTek's broker, VAR agrees to remit applicable Consulting Services fees,
including travel and living expenses, if any, to its Master Reseller for each
Consulting Services engagement that is entered into. Whether or not Master
Reseller provides VAR with a commission for providing this broker service, the
relationship between StorageTek, Master Reseller and VAR remains a brokerage and
VAR will charge the End User StorageTek's specified Consulting Services fee,
including travel and living expenses, if any, as set forth in the End User
Consulting Services documentation.

VAR MAY NOT INTRODUCE INTO THESE TRANSACTIONS ANY REQUIREMENT FOR END USER
ACCEPTANCE OF THE CONSULTING SERVICES.

StorageTek agrees that neither VAR nor its Master Reseller have any liability
relating to actual delivery of the Consulting Services, except for the
requirements set forth above, as the Consulting Services agreement(s) are
entered into directly between StorageTek and the End User. As such, VAR will
deliver and secure signed written Consulting Services agreements from its End
Users on all Consulting Services.

3.    LICENSE PROVISIONS.

a.    LICENSE OF INTERNAL CODE AND SOFTWARE. VAR is granted, in the provisions
set forth below in this Section 3, certain licenses to use and distribute (i)
Internal Code and; (ii) if Software is provided to VAR under this Agreement,
Software, in accordance with StorageTek's then current software provisions.
Title to all Software and Internal Code remains with StorageTek or its
licensors. VAR agrees it will provide Software to its End Users ONLY under a
StorageTek approved Software license agreement. VAR agrees that it will order
copies of Software from Master Reseller and pay Master Reseller therefor, but
that StorageTek shall have the right to terminate any licenses of Software and
direct Master Reseller to refuse to provide any further Software orders from VAR
in the event of any unauthorized use or distribution of Software by VAR.

b.    INTERNAL CODE PROVISIONS. StorageTek retains ownership of all Internal
Code. "Internal Code" shall mean all microcode, programs and instructions
integral to the equipment, that executes below the user interface of the
equipment and is necessary to perform its data storage and retrieval functions
in accordance with the equipment specifications. VAR acknowledges that the
Internal Code is intellectual property of StorageTek. VAR is granted a
nonexclusive license to use this copyrighted Internal Code solely to enable each
unit of equipment which VAR has a right to use to perform its functions and the
right to transfer the Internal Code under the terms herein only with the
transfer of the particular unit of equipment on which the Internal Code
executes.

Without StorageTek's express written authorization, no one may (i) access, copy
(note that backup or archival copies of the Internal Code may be made available
by StorageTek to VAR for specifically identified End Users upon written request
therefor), display, print, adapt, alter, modify, patch, prepare derivative works
of, transfer (except as set forth below) or distribute (electronically or
otherwise) the Internal Code, or use it in any fashion other than as
specifically granted herein; (ii) reverse assemble, decode, translate, decompile
or otherwise reverse engineer the Internal Code (except as such decompilation
may be expressly permitted under local law when it is indispensable solely for
the purpose of achieving interoperability); or (iii) sublicense, assign or lease
the Internal Code or permit another person to use such Internal Code (except
that VAR may transfer Internal Code to an End User, and an End User may transfer
the Internal Code, under these terms upon a transfer of the equipment). VAR
agrees to notify its End Users of the terms of the license of this Internal Code
and to provide to such End Users any shrink-wrap licenses and/or licenses
contained within any End User manuals that are provided to VAR by StorageTek.

c.    MAINTENANCE CODE PROVISIONS. StorageTek's Maintenance Code may be provided
with the equipment (or included on the same media as the Internal Code).
"Maintenance Code" shall mean microcode and software, including data files,
which may reside or execute in or be used by or in connection with the
equipment, including, without limitation, microcode and software which detects,
records, displays and/or analyzes malfunctions in such equipment. Neither VAR
nor End Users nor any other parties (except those holding valid licenses for the
use thereof) have any rights to use Maintenance Code for any purposes
whatsoever. StorageTek has the right, unless otherwise designated in any license
thereof, to remove or disable, or to require VAR to remove or disable (to the
extent that VAR is performing the maintenance of the equipment under any service
agreement with StorageTek) all such Maintenance Code from the End User premises
when End User no longer uses StorageTek (or VAR) for maintenance. VAR agrees to
notify its End Users of these provisions.

d.    SOFTWARE PROVISIONS. "Software" shall mean any licensed data processing
programs consisting of a series of instructions or statements in object code
form, including any systematized collection of data in the form of a database,
and any related proprietary materials such as flow charts, logic diagrams,
manuals, media and listings provided for use with the programs or database, and,
specifically, the hardware enabling and/or applications software products
provided to VAR under this Agreement, in object code only form, whether such is
identified as a "software" product or identified as a software or microcode
enabled "feature" of a hardware product, for the purpose of distributing such
software along with the resale of Equipment or for use with such Equipment in
accordance with this Agreement. StorageTek grants to VAR a nonexclusive,
nontransferable, non-assignable right to (i) use a reasonable number of copies
of Software (properly ordered under this Agreement and pursuant to StorageTek's
then current license provisions for such Software) to distribute the Products,
including use for demonstration, development or training purposes; and (ii) to

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distribute Software to End Users in accordance with the Agreement subject to
StorageTek's then current license provisions for each such Software Product
which may be "shrink-wrap" or " click-to-accept" licenses for some Software
Products, or which may be written software licenses that require the End User to
sign and return to StorageTek through VAR a written license for other Software
Products. Neither VAR nor any End User will have any right to copy any Software
except for normal archival and back-up purposes.

StorageTek hereby appoints VAR as a broker for the purposes of providing the
Software to its End Users. As such, VAR will deliver and secure signed written
StorageTek software license agreements from its End Users on all Software
Products with the exception of those Software Products licensed under a
"shrink-wrap" or "click-to-accept" license type. StorageTek's then current
software license is available on StorageTek's website.

As StorageTek's broker, VAR agrees to remit applicable fees to Master Reseller
for each copy of Software that VAR distributes to End Users, including all
applicable periodic or monthly charges, until VAR provides Master Reseller and
Master Reseller provides StorageTek proof of de-installation by the End User
licensee, unless StorageTek instructs otherwise. Whether or not Master Reseller
provides VAR with a commission for providing this broker service or not, the
relationship between StorageTek, Master Reseller and VAR remains a brokerage and
VAR will charge the End User StorageTek's US list price (or other price set
forth by StorageTek) for both the Initial License Charge ("ILC") or one-time
charge and the Monthly License Charge ("MLC").

SOFTWARE LICENSE PROVISIONS FOR OTHER THAN ILC/MLC PRODUCTS.

VAR will distribute the Software Products pursuant to the then current
StorageTek license vehicle for the Product in question. Software maintenance
services may be available from StorageTek for software products licensed on a
one-time charge (perpetual license) basis, and may be purchased by VAR for
resale to End Users pursuant to the then current StorageTek maintenance
agreement.

4.    TRADEMARK USAGE.

StorageTek grants VAR a limited license to StorageTek's "Symbols" (defined as
StorageTek's name or any abbreviation thereof, its acronym, logotype or any
other trademarks or trade names of StorageTek) for use only in the Territory,
and only during the term of this Agreement, and only for the purposes of
implementing the provisions of this Agreement. The Products must always be sold
or distributed within the Territory under trademarks owned by StorageTek unless
stated otherwise in writing by StorageTek. Specifically, VAR agrees not to use
StorageTek's Symbols (except as permitted in this Section 4), or the acronyms
"STC" or "STK" (in connection with StorageTek, this Agreement or the Products)
for any purpose, including without limitation registration of the same as, or as
a portion of, an "Internet domain name" in the Territory or otherwise, without
StorageTek's prior written approval (and VAR acknowledges that such approval can
only be granted by a StorageTek corporate officer), nor will VAR use or be
authorized to use StorageTek's Symbols except in connection with and directly in
furtherance of marketing the Products and services as provided in this
Agreement. VAR will use the Symbols only pursuant to the guidelines for such use
provided by StorageTek from time-to-time on StorageTek's website. By using
StorageTek's Symbols, VAR does not acquire any proprietary rights to such
Symbols, and VAR agrees not to obtain or attempt to obtain, by any method, any
rights, title or interest in or to any of the Symbols of StorageTek. All rights,
title and interest in and to said Symbols that may arise out of VAR's use of the
Symbols shall inure to the benefit of StorageTek.

5.    MUTUAL OBLIGATIONS.

a.    CONFIDENTIALITY. Neither party will publicize the terms of this Agreement
except as required by law or as may be necessary in order to assert its rights
hereunder in connection with the resolution of a dispute of this Agreement. Both
parties agree to obtain the other party's prior written approval in connection
with any press releases or other publicity relating to this Agreement. For
purposes of this section 5.a., VAR may reveal the existence of this Agreement to
End Users and to Master Reseller as necessary to do business hereunder.

In addition, both parties agree that they will use reasonable care to keep
confidential and not disclose or use in any manner whatsoever all nonpublic
information identified as such at the time of disclosure and given by one party
to the other, including without limitation, information about Products not
intended by StorageTek as marketing collaterals, pricing, technical materials
and also including all trade secrets and other proprietary information furnished
to them by the other party which is identified as "top security", "restricted",
"secret", "confidential", "proprietary", or "trade secret" (all such items are
collectively referred to as "Proprietary Information"). VAR will ensure that
each of its employees are bound by this obligation.

Both parties agree to cause each of their employees, agents, contractors or
consultants, whom such party knows or should know to have access to any such
Proprietary Information to execute such agreements as are necessary to assure
that such individuals maintain the confidentiality of the Proprietary
Information and not to use the Proprietary Information except in accordance with
this Agreement. The obligations set forth herein shall not apply to any
Proprietary Information which (i) was publicly available at the date of receipt;
(ii) was in the receiving party's possession without obligation of
confidentiality before the date of receipt from the disclosing party; (iii) has
become publicly available after the date of receipt from the disclosing party,
without disclosure through any means by the receiving party; (iv) has become
legally available to the receiving party from any third party without an
obligation of confidentiality or other similar restriction on disclosure or use;
or (v) is independently developed by the receiving party without use of the
Proprietary Information.

b.    COMPLIANCE WITH LAWS. Both parties agree to comply with all applicable
laws and each agree that the continuing rights and obligations of the parties
hereunder are specifically conditioned upon compliance with such laws. These
laws include, without limitation, the following: (i) the US anti-boycott
regulations; (ii) the US Foreign Corrupt Practices Act ("FCPA"); (iii) the
export control laws of the United States of America; (iv) the prevailing
regulations which may be issued from time-to-time by the US Department of
Commerce and the Office of Munitions Control and the US Department of State; and
(v) any export or import laws of the agencies of the Territory or of any
countries into or through which the Products purchased under this Agreement,
with StorageTek's written approval, may be transported. Each party agrees to
indemnify the other for any violation by the breaching party of the obligations
set forth herein.

c.    AUTHORITY OF PARTIES. Each party agrees that neither it nor its employees
or representatives are under any circumstances to be considered to be employees,
agents or other representatives of the other party and have no authority or
power to bind the other party or contract in the other party's name or on the
other party's behalf.

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Each party agrees that it will not make any representation to any third party to
the contrary.

6.    TERM AND TERMINATION.

a.    TERM. The term of this Agreement begins on the Effective Date and shall
continue to be in effect unless otherwise terminated by either party as provided
in Section 6.b. below.

b.    TERMINATION. Either party may terminate this Agreement: (i) without cause,
by giving the other party at least 30 calendar days prior written notice; (ii)
by written notice by the non-breaching party, if the other party fails to cure
any material remediable breach of this Agreement within 30 calendar days of
receipt of written notice of such breach; or (iii) immediately, by written
notice by the non-breaching party, upon the second commission of a previously
remedied material breach.

In addition, StorageTek may terminate this Agreement immediately upon written
notice to VAR: (i) if StorageTek discovers that VAR has made a material
misrepresentation or omission in its application, if any, to become a reseller
for StorageTek; or (ii) if VAR makes an unauthorized sale or distribution of
Products or otherwise use the Software or Internal Code without proper
authorization.

c.    EFFECT OF TERMINATION. Upon any termination of this Agreement, VAR shall
no longer have the right to purchase or distribute Products or services from the
Master Reseller, provided however, that any existing End User licenses or
maintenance contracts shall remain in effect. VAR shall be permitted to Sell any
equipment purchased into its inventory prior to the termination date.

With the exception of those rights and obligations, which by their nature should
survive, including confidentiality, obligation to pay for amounts due,
compliance with laws, and obligations regarding StorageTek's trademarks and
other Symbols, all rights and licenses granted to VAR under this Agreement shall
immediately cease and terminate. In addition, any marketing, co-op, or other
programs for which funds were available to VAR shall expire on the date of
termination, and StorageTek shall have no obligation to pay such accrued funds
to VAR as of the termination date.

In the event that the Master Reseller files for bankruptcy or is in any way
delinquent on payment to StorageTek, then VAR will pay StorageTek directly for
any Products that VAR ordered and received from Master Reseller for which Master
Reseller has not previously paid to StorageTek unless, VAR can provide written
documentation that payment was previously remitted to Master Reseller.

d.    CHANGING MASTER RESELLER AFFILIATION. In the event that VAR is not
satisfied with the services provided by Master Reseller, VAR may request to
change its purchasing affiliation. StorageTek will consider such requests, once
per 12 month period, and only if the request is for reasons other than price.

If StorageTek agrees to such request and before StorageTek will send the
amendment to VAR for signature, the VAR must: (i) satisfactorily resolve any
outstanding financial obligations with its current Master Reseller, and; (ii)
resolve any issues related to existing Product and/or maintenance contracts, and
receive StorageTek's written approval which will be at StorageTek's sole
discretion. The transition will be considered complete only after StorageTek and
VAR have signed an amendment to this Agreement.

7.    LIMITATION OF LIABILITY.

a.    IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS,
TERMINATION INDEMNITIES, ADVERTISING OR PROMOTIONAL COSTS, TERMINATION OF
EMPLOYEES, SALARIES OF EMPLOYEES OR SEVERANCE PAYMENTS, CREATION OF CUSTOMER
BASE, OR FUTURE EXPECTATIONS, LOST DATA, OR OTHER ECONOMIC ADVANTAGE), HOWSOEVER
ARISING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY OR
TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY IN LAW OR IN
EQUITY, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.

b.    VAR ACKNOWLEDGES THAT STORAGETEK PRODUCTS ARE NOT DESIGNED, INTENDED OR
WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE,
INCLUDING WITHOUT LIMITATION, NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, WEAPONS SYSTEMS, DIRECT
LIFE-SUPPORT MACHINES, MEDICAL DIAGNOSTIC SYSTEMS OR ANY OTHER APPLICATION WHERE
THE FAILURE OF THE PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR
TANGIBLE PROPERTY DAMAGE, AND VAR AGREES NOT TO PROMOTE OR KNOWINGLY RESELL OR
DISTRIBUTE THE PRODUCTS FOR USE IN SUCH A FASHION, AND TO ENSURE THAT THE END
USER ASSUMES ALL RISK OF USE IN SUCH APPLICATIONS AND THAT VAR DISCLAIMS ON
BEHALF OF STORAGETEK AND ITS SUPPLIERS ANY RESPONSIBILITY OR LIABILITY FOR ANY
AND ALL DAMAGES THAT MAY BE INCURRED DUE TO THE USE OF THE PRODUCTS IN SUCH
APPLICATIONS AND VAR WILL INDEMNIFY AND HOLD STORAGETEK HARMLESS FROM ANY
FAILURE TO DO SO.

c.    The limitations and exclusions of Subsection a of this Section 7 will not
apply to claims by either party for personal injury or damage to personal
property or for breaches of confidentiality, or to third party damages for which
one party must indemnify the other hereunder, or to claims by StorageTek for
VAR's intentional or knowing misuse or unauthorized use by VAR of any of
StorageTek's proprietary rights, including the Symbols, Software, Maintenance
Code or Internal Code, or StorageTek's intentional or knowing misuse or
unauthorized use of VAR's name or logo or any of VAR's proprietary rights.

d.    THE WARRANTIES PROVIDED IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF
WHICH ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED.

8.    INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION.

StorageTek agrees to defend any legal proceeding brought against VAR in the
United States (excluding claims by End Users against VAR) insofar as it is based
on a claim that the resale or distribution by VAR of any StorageTek-branded
Equipment or Software sold, licensed or distributed hereunder (in accordance
with this Agreement) constitutes an infringement of a copyright or a patent duly
issued within the United States. StorageTek will pay the

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damages and costs finally awarded by a court of final appeal attributable to
such claim, or incurred in the settlement thereof; provided that StorageTek is
promptly informed and furnished a copy of each communication, notice or other
action relating to the alleged infringement and is given all control, authority,
information and assistance (at StorageTek's expense) necessary to defend or
settle such legal proceeding. StorageTek will not be obligated to defend or be
liable for any costs and damages to the extent any such infringement arises (i)
out of compliance with VAR's specifications or designs, or those of an End User;
(ii) as a result of a sale or license of Products by VAR either to third parties
other than End Users or otherwise in violation of Section 1 of this Agreement
unless specifically permitted in writing and undertaken in accordance with any
Special Provisions Addendum signed by the parties; (iii) from a combination with
software or devices not supplied by StorageTek if and insofar as such
combination caused the infringement; (iv) from a modification or alteration of
the Product by any person other than StorageTek after the Product has left
StorageTek's custody, if and insofar as such modification or alteration caused
the infringement; or (v) from the use of an allegedly infringing version of any
Product, if such alleged infringement could be avoided by the use of a different
version made available by StorageTek to VAR.

StorageTek will not be obligated under this Agreement to defend or be liable for
any costs and damages to the extent any such legal proceeding arises (i) from a
claim for defense or indemnification by an End User relating to such End User's
use of the Product (although such claim may be covered instead under either a
pass-through indemnification from VAR's Master Reseller or from StorageTek
directly to such End User), so long as StorageTek provides such a direct
indemnification to the End User; or (ii) from any intellectual property
infringement indemnification obligation that VAR has agreed to extend to any
third party, including an End User, other than a pass-through indemnification
provided by StorageTek; or (iii) from any Product that VAR has accepted back
from any third party, including an End User.

StorageTek may, from time-to-time, provide intellectual property infringement
defense or indemnification programs or benefits either for pass-through from
Master Reseller to VAR for further pass-through to End Users (which VAR hereby
agrees to do), or may provide such programs directly to End Users. The
provisions of this Section neither conflict with, nor are applicable to, any
such program or benefit.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY FOR VAR, AND THE SOLE AND
EXCLUSIVE LIABILITY AND RESPONSIBILITY OF STORAGETEK, WITH RESPECT TO
INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS,
AND STORAGETEK SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR
PROVEN INFRINGEMENT ARISING OUT OF THIS AGREEMENT.

9.    GENERAL PROVISIONS.

a.    Except as otherwise permitted herein, this Agreement may not be altered,
amended or modified except in writing and signed by duly authorized
representatives of StorageTek and VAR; provided however, that StorageTek may
unilaterally modify the Agreement, upon notice to VAR, in those situations for
which such modification is required as a result of a StorageTek business
practice change, as to which, all similarly situated US Value Added Resellers of
StorageTek must comply. In the event VAR does not agree with a unilateral
modification made by StorageTek, VAR may exercise its right to terminate the
Agreement for convenience as provided herein.

b.    This Agreement is governed by and construed in accordance with the laws of
the State of Colorado (USA). In case of any dispute between the parties relating
to this Agreement, such dispute shall be finally resolved in Denver, Colorado,
USA.

c.    Neither party will be liable for delays in manufacturing, shipping or
delivery, or failure to manufacture, ship or deliver Products, or to otherwise
perform any obligation under this Agreement due to any cause beyond the party's
reasonable control; provided the party gives prompt written notice and makes all
commercially reasonable efforts to perform. In no event will this provision
affect VAR's obligation to make payments under this Agreement to its Master
Reseller or to StorageTek directly in the event that Master Reseller files for
bankruptcy or is in any way delinquent on payment to StorageTek.

d.    This Agreement is not assignable by VAR, nor shall VAR be permitted to
delegate to subagents or other entities any of its obligations hereunder, unless
StorageTek has first given its written consent thereto. StorageTek's rights and
obligations, in part or in whole, under this Agreement may be assigned in whole
or in part by StorageTek to any affiliate of StorageTek, or as an incident to
the transfer of the business of StorageTek to which this Agreement relates.
Should StorageTek so assign this Agreement, its provisions will apply to any
such assignee, and VAR shall deal directly with such assignee as is notified to
VAR by StorageTek.

e.    A waiver by either party of its rights under this Agreement with respect
to a breach of the other party's obligations hereunder will not be construed to
be a continuing waiver or as a waiver with respect to other breaches of the same
or of other provisions of this Agreement.

f.    Notices and other communications made or required under this Agreement by
a party to this Agreement must be given in writing by (i) mail, postage prepaid,
first class (deemed to have been given upon mailing); (ii) receipted courier
service (deemed to have been given upon deposit with the courier service); (iii)
confirmed fax (deemed to have been given upon the date of the confirmation of
such fax) and addressed to the parties at their respective addresses as set
forth on the Business Page; or (iv) by electronic mail (deemed to have been
given upon the date the electronic mail was sent).