<PAGE>

                                EXHIBIT 10(f)
                                -------------

                                               Agreement No.     RPD-5680
                                                            ------------------

                       REFERENCE DESIGN LICENSE AGREEMENT

THIS REFERENCE DESIGN LICENSE AGREEMENT (the "Agreement") is made effective
this 11th day of       May        ,      1999 (the "Effective Date") by and
     ----       ------------------
between Sun Microsystems, Inc., a Delaware corporation with principal offices
located at 901 San Antonio Road, Palo Alto, California 94303 ("Sun"), and
Pinnacle Data Systems, Inc., an Ohio corporation with principal offices located
at 6600 Port Road, Columbus, Ohio 43125 ("Licensee").

A.            WHEREAS, the Microelectronics division of Sun ("SME") possesses
certain Licensed Technology (as defined below) relating to. the design,
development and manufacture of the Reference  Design (as defined below); and

B.            WHEREAS, Licensee desires to develop, manufacture and sell to a
specific customer Licensee Products (as defined below) based upon and using
Licensed Technology; and

C.            WHEREAS, Sun desires to grant limited license rights to Licensee
for such  purposes,  all on the terms and subject to the conditions set forth
in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth below, the parties hereto agree as follows:

1.      DEFINITIONS.

        1.1       "Affiliate" means a business entity or entities controlled
                  by, under common control with or controlling a party to this
                  Agreement.

        1.2       "CCT" means SME's AXmp product excluding the I/O board
                  portion.

        1.3       "Confidential Information" means (i) all technical
                  information which Sun discloses to Licensee under this
                  Agreement, (ii) that technical information of Licensee or
                  business information of either party which a party discloses
                  to the other pursuant to this Agreement which is designated
                  as "confidential" or "proprietary" (or with words of similar
                  meaning) in writing by the disclosing party, or if disclosed
                  orally, designated as "confidential" or "proprietary" (or
                  with words of similar meaning) at the time of disclosure,
                  (iii) any source code provided under this Agreement, and
                  (iv) the terms and conditions of this Agreement.

        1.4       "Deliverables" means the items listed in Exhibit A.
                                                          ---------

        1.5       Derivative Technology" means technology and information
                  developed for use with or derived from the Licensed
                  Technology by Licensee, excluding the Licensed Technology.

        1.6       "Designated Customer(s)" means the customer(s) identified in
                  Exhibit B. Designated Customer(s) may be added or deleted only
                  ---------
                  with the prior written consent of Sun.

        1.7       "Designated Equipment" means an equipment configuration
                  comprising a single central processing unit, whether or not
                  consisting of multiple microprocessors ("CPU"), as
                  identified in Exhibit A.
                                ---------
        1.8       "Designated Manufacturer" means the manufacturer identified
                  in Exhibit B.
                     ---------

                                      -1-

<PAGE>


        1.9       "Designated Site" means the location controlled by Licensee
                  and identified in Exhibit B where Licensee will use the
                                    ---------
                  Licensed Technology.

        1.10      "Error Corrections" means changes or additions to the
                  Licensed Technology made solely to: (i) establish material
                  conformity to the published specifications for the Licensed
                  Technology; or (ii) eliminate or avoid the occurrence or
                  effect of an error in the License Technology.

        1.11      "Intellectual Property Rights" means all intellectual
                  property rights worldwide (but specifically excluding
                  trademarks, service marks, trade dress, trade names, and
                  design patent rights) under statutory or common law or by
                  contract and whether or not perfected, including all (i)
                  patent rights; (ii) rights associated with works of
                  authorship including copyrights and mask work rights;
                  (iii) rights relating to the protection of trade secrets and
                  confidential information; (iv) any right analogous to those
                  set forth herein and any other proprietary rights relating
                  to intangible property, now existing, or hereafter filed,
                  issued or acquired.

        1.12      "Licensee Product" means the product designed by or for
                  Licensee for the Designated Customer(s) which incorporates
                  the Licensed Technology and Derivative Technology and which
                  meets the specifications of the "DSC Fastbox Design".

        1.13      "Licensed Technology" means the technology and information
                  contained within or provided in connection with the
                  Deliverables for the Reference Design.

        1.14      "OBP/POST" means Sun's Open Boot PROM and Power On Self Test
                  software identified in Exhibit A.
                                         ---------

        1.15      "Product Documentation" means those materials to be
                  identified in writing by Licensee constituting the subset of
                  the Licensed Technology which Licensee plans to distribute
                  for use with Licensee Product. Licensee must receive Sun's
                  written approval prior to any distribution of the Product
                  Documentation.

        1.16      "Reference Design" means SME's AXmp I/O board and complex A
                  board.

        1.17      "Upgrades" means any enhancements, improvements and/or
                  modifications to OBP/POST, other than Error Corrections,
                  made by or for Sun which, together with OBP/POST, Sun
                  classifies as a new version of OBP/POST.

2.         OWNERSHIP.

        2.1       Licensed Technology. Licensee acknowledges and agrees that,
                  as between the parties, Sun is and will remain the sole and
                  exclusive owner of all right, title and interest in the
                  Licensed Technology and all associated Intellectual Property
                  Rights and that Licensee acquires no rights therein other
                  than the license rights specifically granted in this
                  Agreement.

        2.2       Derivative Technology. Subject to Sun's Intellectual
                  Property Rights in the Licensed Technology, Sun acknowledges
                  and agrees that Licensee is and will remain the sole and
                  exclusive owner of all right, title and interest in the
                  Derivative Technology and all associated Intellectual
                  Property Rights and that Sun acquires no rights therein
                  pursuant to this Agreement.

        2.3       Jointly-Developed Technology. Although the parties do not
                  anticipate joint development of technology hereunder, in the
                  event of joint development, all right, title,

                                      -2-

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                  and interest in all ideas, inventions or technology which are
                  made, created, developed, written, or conceived jointly by
                  personnel of both parties in the course of, arising out of,
                  or as a result of work done under this Agreement, and all
                  associated Intellectual Property Rights, will be owned
                  jointly by Sun and Licensee with each party having the
                  undivided right to exploit and grant licenses to such ideas,
                  inventions and technology and associated Intellectual
                  Property Rights without accounting to the other party for
                  remuneration received. The parties will negotiate in good
                  faith, on a case-by-case basis, rights to file and prosecute
                  patent applications.

        2.4       Further Assurances. Each party will cooperate with the other
                  and take reasonable actions and execute necessary
                  agreements, instruments, and documents to perfect the
                  other's ownership interest in accordance with the
                  allocations set forth in this Section 2, including, without
                  limitation, the execution of necessary and appropriate
                  instruments of assignment.

3.           GRANT OF LICENSES.

        3.1       Licensed Technology. Subject to Licensee's payment
                  obligations as set forth in Section 7, Sun hereby grants to
                  Licensee a nonexclusive, nontransferable and worldwide
                  license under Sun's Intellectual Property Rights in the
                  Licensed Technology to (i) use, copy and modify the Licensed
                  Technology at the Designated Site for the purposes of
                  designing and developing the Licensee Product; provided,
                  however that Licensee may not modify the signal routings of
                  the Complex A portion of the Reference Design except for the
                  power connector and the signals to the CPU module; (ii) copy
                  and incorporate Licensed Technology (other than OBP/POST,
                  except as permitted in Section 3.2 below) into the Licensee
                  Product, (iii) make, have made and distribute the Licensee
                  Product designed with and/or incorporating (as herein
                  permitted) Licensed Technology, but such distribution may
                  only be to the Designated Customer(s), and (iv) use the
                  Licensed Technology to maintain and support Licensee
                  Products. No license is granted for any other purpose
                  and any other uses by Licensee, including but not limited to
                  Licensee designing, developing or distributing a product
                  incorporating all or a portion of the Licensed Technology or
                  Derivative Technology that is not designed to meet the "DSC
                  Fastbox Design" specifications or distributing the Licensee
                  Product to a person or entity other than the Designated
                  Customer(s), shall constitute a material breach of this
                  Agreement.

        3.2       OBP/POST. Sun grants to Licensee a nonexclusive and
                  nontransferable license under Sun's Intellectual Property
                  Rights in OBP/POST to (i) use, modify and create derivative
                  works of the OBP/POST source code (ii) compile the OBP/POST
                  and/or derivative source code into object code, (iii) copy,
                  sublicense and distribute OBP/POST and Licensee's
                  derivatives thereof worldwide only in object code PROM
                  format and only for use in the Licensee Product. Licensee
                  shall use and modify source code of OBP/POST only on the
                  Designated Equipment at the Designated Site. Licensee shall
                  have no right to distribute OBP/POST except as provided in
                  this Section 3.2. Sun shall own all Error Corrections for
                  OBP/POST made by or for Licensee and Licensee shall promptly
                  upon completion deliver such error corrections to Sun.

                                      -3-

<PAGE>

        3.3       Distribution Rights - Product Documentation. Sun grants to
                  Licensee a nonexclusive, nontransferable and worldwide
                  license under Sun's Intellectual Property Rights in the
                  Product Documentation, to (i) modify and incorporate the
                  Product Documentation into materials that Licensee will
                  distribute with the Licensee Product ("Licensee
                  Materials"); and (ii) copy and distribute the Licensee
                  Materials with the Licensee
                  Product only in a manner consistent with Licensee's
                  obligations to protect Sun's Intellectual Property Rights
                  hereunder.

        3.4       Independently Developed Technology License. Licensee grants
                  to Sun a non-exclusive, worldwide, fully-paid and
                  non-transferable license under License's Intellectual
                  Property Rights in the Derivative Technology to (i) use,
                  modify and create derivatives of information and technology
                  independently developed by or for Sun and derivatives
                  thereof ("Independently Developed Technology"), (ii) make,
                  have made, use and sell products using or incorporating
                  Independently Developed Technology, and (iii) sublicense
                  the rights set forth in subsections (i) and (ii) above.

4.          LIMITATIONS AND OBLIGATIONS.

        4.1       Limitations on License Grants/No Other Licenses. Except as
                  expressly provided in Section 3, Sun grants no other license,
                  and other uses by Licensee of the Licensed Technology, or any
                  part thereof, shall constitute a material breach of this
                  Agreement.

        4.2       Proprietary Notices. Licensee shall reproduce and not
                  obliterate Sun's proprietary notices on any part of the
                  Licensed Technology without the written permission of Sun.
                  Notwithstanding the foregoing, Licensee shall remove all Sun
                  Microsystems, Inc. and Sun logos and revision and serial
                  numbers from the Layout Database included as part of the
                  Licensed Technology prior to using the Database in the
                  manufacture of the Licensee Product. Licensee must comply
                  with all reasonable requests by Sun to include Sun's
                  proprietary rights notices on any part of the Licensed
                  Technology, Licensee Product or related materials. No
                  license, right, title, or interest in any Sun Microsystems,
                  Inc. trademark, trade name, trade dress, design patent or
                  service mark is granted hereunder including, without
                  limitation, "UltraSPARC". Licensee may use only the
                  following, in its entirety, in connection with the marketing
                  of products (where "XYZ" is the name of the Licensee
                  Product): "XYZ is derived from designs licensed from Sun
                  Microsystems, Inc."

        4.3       Use of Third Parties. Licensee may retain third parties to
                  furnish services to it in connection with its use of Licensed
                  Technology, development of Derivative Technology and design
                  and manufacture of the Licensee Product, only if reasonably
                  required in connection with permitted activities. Third
                  parties who perform work for Licensee must execute
                  appropriate documents with Licensee effecting assignments of
                  all rights with respect to such work to Licensee and
                  undertaking sufficient obligations of confidentiality
                  respecting the Licensed Technology. Sun may, upon its
                  request, review the form of such agreements proposed for use
                  by Licensee prior to use.

        4.4       Manufacturing Limitations. Licensee may only utilize a
                  Designated Manufacturer  to manufacture the Licensee Product.
                  Licensee may grant a sublicense to such

                                      -4-

<PAGE>

                  Designated Manufacturer (on terms and conditions consistent
                  with Licensee's obligations hereunder including without
                  limitation, the provisions of Section 9) to use only that
                  Licensed Technology as is necessary to enable the
                  manufacturing facility to manufacture the Licensee Product.
                  The Designated Manufacturer must agree to return the
                  materials to Licensee upon termination of this Agreement or
                  termination of production of the Licensee Product. Licensee
                  may not provide source code for any Licensed Technology or
                  Derivative Technology to any such Designated Manufacturer
                  facilities without Sun's prior written consent.

5.          DELIVERY OF TECHNOLOGY AND RISK OF LOSS.

                  Sun shall use reasonable efforts to deliver to Licensee one
                  (1) copy of each item of the Deliverables by the dates set
                  forth in Exhibit A. Sun shall deliver the Licensed Technology
                           ---------
                  to a common carrier Ex Works, Sun's facilities. Licensee
                  assumes all risk of loss or damage upon delivery of such by
                  Sun to the common carrier.

6.          TRAINING, TRANSFER SUPPORT AND ERROR CORRECTIONS.

        6.1       Transfer Support and Training. Sun shall provide to Licensee
                  the transfer support and training set forth in Exhibit C. The
                                                                 ---------
                  transfer support specified in Exhibit C is provided only to
                                                ---------
                  Licensee and only to facilitate transfer of the Licensed
                  Technology and to clarify Licensee's understanding of the
                  Licensed Technology in order to assist Licensee in the design
                  and manufacture of Licensee Products.

        6.2       Error Corrections. Subject to the limitations set forth
                  below, for a period of twelve (12) months following the
                  Effective Date, Sun shall provide Error Corrections to
                  Licensee promptly after first release by Sun. Sun has no
                  obligation to create any Error Corrections on behalf of
                  Licensee or otherwise (Sun's only obligation being to
                  supply Error Corrections which Sun or its Affiliates
                  independently creates for and implements on the Reference
                  Design). Additional or extended technical support may be
                  obtained from Sun under a separate support agreement.

7.          PAYMENTS AND TAXES.

                  Licensee shall pay the training and support fees set forth in
                  Exhibit B. Training and support fees will be payable in U.S.
                  ---------
                  dollars and without the necessity of receiving an invoice
                  from Sun. All payments required under this Agreement are
                  exclusive of taxes, and Licensee is responsible for the
                  payment of all taxes, including, but not limited to, all
                  sales, use, rental, receipt, personal property or other taxes
                  and their equivalents which may be levied or assessed in
                  connection with this Agreement (excluding only taxes based on
                  Sun's net income). In the event that, under the laws of the
                  applicable jurisdiction, Licensee is required to withhold any
                  taxes based on the fees payable pursuant to Exhibit B,
                                                              ---------
                  Licensee may deduct the taxes from such fees and will furnish
                  Sun with written certification of such tax payment.

8.          TERM AND TERMINATION.

        8.1       Term. This Agreement shall commence as of the Effective Date
                  and expire seven (7) years thereafter; provided, that this
                  Agreement shall automatically renew for successive one (1)
                  year periods unless either party notifies the other of its
                  desire that this Agreement expire whereupon this Agreement
                  shall so expire thirty (30) days

                                      -5-

<PAGE>

                  following such notification. Upon expiration of this
                  Agreement, Licensee shall immediately discontinue use of the
                  Licensed Technology and shall promptly return all copies of
                  the Licensed Technology in Licensee's possession to Sun.
                  Notwithstanding the foregoing, Licensee may retain only such
                  copies of Licensed Technology as are necessary to support its
                  existing customers for the Licensee Product, provided that
                  (i) Licensee agrees to treat such Licensed Technology in
                  accordance with the terms of this Agreement including,
                  without limitation, the terms of Section 9, and (ii) Licensee
                  agrees to promptly return such Licensed Technology when it is
                  no longer necessary to support Licensee's existing customers
                  for the Licensee Product. In addition, Licensee shall
                  permanently destroy or disable all electronically
                  reproducible copies of the Licensed Technology (including
                  that contained within the Derivative Technology) and all
                  other electronic documents containing all or any portion of
                  the Licensed Technology.

        8.2       Termination. This Agreement may be terminated as follows:

                  8.2.1 By either party upon sixty (60) days' written notice
                  specifying breach if the other party fails to comply with any
                  of the material terms or conditions of this Agreement unless
                  within the period of notice, all specified breaches have been
                  remedied.

                  8.2.2 By Sun upon ten (10) days' written notice, if Licensee
                  violates the provisions of Sections 4 or 9.

        8.3       Effect of Termination - Licensee's Breach. In the event of
                  termination of this Agreement due to a breach by Licensee,
                  the rights and licenses granted by Sun to Licensee will
                  immediately terminate and Licensee will have no further right
                  to use the Licensed Technology or to manufacture, market,
                  sell or sublicense the Licensee Product or Derivative
                  Technology. Within ten (10) days after termination Licensee
                  must return all copies of the Licensed Technology in
                  Licensee's possession or control. In addition, Licensee must
                  permanently destroy or disable all electronically
                  reproducible copies of the Licensed Technology (including
                  that contained within the Derivative Technology) and all
                  other electronic documents containing all or any portion of
                  the Licensed Technology. Promptly after destruction of all
                  hard-copy and electronically reproducible copies of the
                  Licensed Technology, a duly authorized officer of Licensee
                  must certify to Sun that Licensee has destroyed or returned
                  all copies of the Licensed Technology.

        8.4       Effect of Termination - Sun's Breach. The grant of rights from
                  Sun to Licensee to the Licensed Technology made in this
                  Agreement will survive the termination of this Agreement as a
                  result of a breach by Sun as, and to the extent, necessary
                  for Licensee to continue manufacture and support of the
                  Licensee Product as then constituted for sale as herein
                  permitted. Such continuing rights are subject to Licensee's
                  continued compliance with the terms of this Agreement.
                  Nothing will require Sun to provide any Error Corrections
                  or support or maintenance to Licensee after termination.

        8.5       Limitation of Liability. Neither party shall have the right
                  to recover damages or indemnification of any nature, whether
                  by way of lost profits, expenditures for promotion, payment
                  for goodwill or otherwise made in connection with the
                  business contemplated by this Agreement, due to the
                  expiration or permitted or lawful

                                      -6-

<PAGE>

                  termination of this Agreement. EACH PARTY WAIVES AND RELEASES
                  THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR
                  TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS SUCH
                  TERMINATION IS IN BREACH OF THIS AGREEMENT.

        8.6       Survival. Rights and obligations under this Agreement which
                  by their nature should survive, will remain in effect after
                  termination or expiration hereof.

9.       CONFIDENTIAL INFORMATION.

        9.1       Obligation. Except as provided in this Agreement, a receiving
                  party may not use, make, have made, distribute or disclose
                  any copies of Confidential Information it receives from the
                  disclosing party pursuant to this Agreement, in whole or in
                  part, without the prior written authorization of disclosing
                  party. Each party shall hold in confidence any Confidential
                  Information received from the other pursuant to this
                  Agreement and shall protect the confidentiality thereof with
                  no less than reasonable care, for the term of this Agreement
                  (but in no event less than five (5) years from the date of
                  receipt of the Confidential Information, except for source
                  code which shall be protected as in perpetuity).

        9.2       Exceptions. Notwithstanding any provisions contained herein
                  concerning nondisclosure and non-use of the Confidential
                  Information, the obligations of Section 9.1 shall not apply
                  to any portion of the Confidential Information which a
                  receiving party can demonstrate:

                  (i)   is now, or hereafter through no act or failure to act
                  on the part of receiving party becomes, generally known in
                  the electronics industry;

                  (ii)  is known to receiving party at the time of receiving
                  such Confidential  Information without an obligation of
                  confidentiality;

                  (iii) is hereafter rightfully furnished to receiving party
                  by a third party without restriction on disclosure; or

                  (iv)  is independently developed by receiving party without
                  any use of the Confidential Information.

        9.3       Employee Access. Confidential Information may only be
                  disclosed to employees having a need to know such
                  Confidential Information for purposes consistent with this
                  Agreement. Each party shall inform its employees having
                  access to the Confidential Information of the limitations,
                  duties and obligations regarding nondisclosure and copying
                  of any or all of the Confidential Information.

        9.4       Notice of Violation. Each party agrees to provide notice to
                  the other immediately after learning of or having reason to
                  suspect a breach of any of the provisions of this Section 9.

10.      DISCLAIMER OF WARRANTIES; AIRCRAFT PRODUCTS AND NUCLEAR APPLICATIONS.

        10.1      Licensed Technology. Licensee acknowledges that the Licensed
                  Technology may be in the process of change or development.
                  Licensed Technology, Sun Confidential Information and
                  Training and Support is provided "AS IS".

                                      -7-

<PAGE>

        10.2      Disclaimer. SUN DOES NOT MAKE AND DISCLAIMS ANY EXPRESS OR
                  IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE LICENSED
                  TECHNOLOGY AND RELATED MATERIALS AND TRAINING AND SUPPORT
                  INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
                  NON-INFRINGEMENT OF THIRD PARTY RIGHTS, DESIGN,
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
                  WARRANTIES ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR
                  USAGE OF TRADE. No agent of Sun is authorized to incur
                  warranty obligations on behalf of Sun or modify the
                  limitations as set forth herein.

        10.3      Aircraft Product and Nuclear Applications. Licensed
                  Technology is not designed or intended for use in on-line
                  control of aircraft, air traffic, aircraft navigation or
                  aircraft communications; or in the design, construction,
                  operation or maintenance of any nuclear facility. Sun
                  disclaims any express or implied warranty of fitness for such
                  uses. Licensee represents that it will not use Licensed
                  Technology or Derivative Technology and will I not use,
                  distribute or resell the Licensee Product for such purposes
                  and that it will use its best efforts to ensure that its
                  customers and end-users are provided with a copy of the
                  foregoing notice.

        10.4      Product Liability. Licensee shall not, in connection with the
                  marketing of the Licensee Product represent, either directly
                  or indirectly, that Sun has certified or approved of the
                  form, fit, function, performance or compatibility thereof.
                  Licensee shall indemnify, release, defend and hold Sun
                  harmless from all claims, damages, losses, costs and
                  expenses, including reasonable attorneys' fees and expenses,
                  arising in defense of any claim of product liability in any
                  way relating to the Licensee Product, provided that Sun (i)
                  gives Licensee written notice of such claim, (ii) cooperates
                  with Licensee, at Licensee's expense, in the defense of the
                  claim, and (iii) gives Licensee the right to control the
                  defense and settlement of the claim, except that Licensee may
                  not enter into any settlement that affects Sun's rights or
                  interest without Sun's prior written approval. Sun has no
                  authority to settle any claim on behalf of Licensee.

11.      LIMITATION OF LIABILITY.

        11.1      Infringement. SUN IS NOT RESPONSIBLE FOR ANY LIABILITY
                  RELATED TO ANY CLAIM ALLEGING THAT THE USE OF LICENSED
                  TECHNOLOGY, USE, MANUFACTURE OR, SALE OF THE LICENSEE PRODUCT
                  INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
                  PARTY.

        11.2      General Limitation. Except for breach of Sections 4, 9, 10.3
                  or 10.4,  and to the extent not prohibited by applicable law:

                           A. Each party's aggregate liability to the other for
                  claims relating to this Agreement, whether for breach or in
                  tort, shall be limited to the total of the payments made by
                  Licensee to Sun hereunder for the Licensed Technology.

                           B. Neither party will be liable for any indirect,
                  punitive, special, incidental or consequential damage in
                  connection with or arising out of this Agreement (including
                  loss of business, revenue, profits, use, data or other
                  economic advantage), however it arises, whether for breach or
                  in tort, even if that party has been previously advised of
                  the possibility of such damage.

                                      -8-

<PAGE>

                           C. Liability for damages shall be limited and
                  excluded, even if any exclusive remedy provided for in this
                  Agreement fails of its essential purpose.

12.      MISCELLANEOUS.

        12.1      Notices. All written notices required by this Agreement must
                  be delivered in person or by means evidenced by a delivery
                  receipt and will be effective upon receipt.

        12.2      Relationship. This Agreement is not intended to create a
                  relationship such as a partnership, franchise, joint venture,
                  agency, or employment relationship. Neither party may act in
                  a manner which expresses or implies a relationship other than
                  that of independent contractor, nor bind the other party.

        12.3      Governing Law. Any action related to this Agreement will be
                  governed by California law and controlling U.S. federal law.
                  No choice of law rules of any jurisdiction will apply.

        12.4      Attorney's Fees. In addition to any other relief, the
                  prevailing party in any action arising out of this Agreement
                  shall be entitled to attorneys' fees and costs.

        12.5      Force Majeure. A party is not liable under this Agreement for
                  non-performance caused by events or conditions beyond that
                  party's control if the party makes reasonable efforts to
                  perform. This provision does not relieve Licensee of its
                  obligation to make payments then owing.

        12.6      Available Relief. Nothing herein is to be construed as
                  limiting either party from seeking injunctive or other
                  equitable relief at any time. Licensee acknowledges and
                  agrees that (i) the restrictions on its use and disclosure of
                  Sun's Confidential Information and the restrictions and
                  limitations on the licenses granted to Licensee are
                  reasonable and necessary to protect legitimate interests,
                  (ii) in the event of a violation by Licensee of any of the
                  provisions of Sections 3, 4, or 9, remedies at law will be
                  inadequate and such violation will cause irreparable damages
                  to Sun within a short period of time, and (iii) Sun will be
                  entitled to injunctive relief against every violation of
                  these Sections.

        12.7      Assignment. Neither party may assign or otherwise transfer
                  any of its rights or obligations under this Agreement,
                  without the prior written consent of the other party, except
                  that Sun may assign its right to payment and may assign this
                  Agreement to any of its Affiliates.

        12.8      Waiver. Any express waiver or failure to exercise promptly
                  any right under this Agreement will not create a continuing
                  waiver or any expectation of non-enforcement.

        12.9      Severability. If any provision of this Agreement is held
                  invalid, illegal or unenforceable, the validity, legality and
                  enforceability of the remaining provisions shall not in any
                  way be affected or impaired thereby, and shall be
                  interpreted, to the extent possible, to achieve the purposes
                  as originally expressed in the invalid, illegal or
                  unenforceable provision.

        12.10     Export Control. The Licensed Technology, Derivative
                  Technology and Sun Confidential Information are subject to
                  U.S. export control laws and may be subject

                                      -9-

<PAGE>

                  to export or import regulations in other countries. Licensee
                  agrees to comply strictly with all such laws and regulations
                  and acknowledges that it has the responsibility to obtain
                  such licenses to export, re-export or import as may be
                  required after delivery to Licensee.

        12.11     Entire Agreement. This Agreement, including the attached
                  Exhibits, is the parties' entire agreement relating to its
                  subject matter. It supercedes all prior or contemporaneous
                  oral or written communications, proposals, conditions,
                  representations and warranties and prevails over any
                  conflicting or additional terms of any quote, order,
                  acknowledgement, or other communication between the parties
                  relating to its subject matter during the term of this
                  Agreement. No modification to this Agreement will be binding,
                  unless in writing and signed by an authorized representative
                  of each party.

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

Sun Microsystems, Inc.                          Pinnacle Data Systems, Inc.

BY:             /s/ Barbara J Gordon            BY:           /s/ John Bair

NAME:           Barbara J Gordon                NAME:         John Bair

TITLE:          VP                              TITLE:        President/CEO

DATE:           5/11/99                         DATE:         4/29/99

The Exhibits to this Agreement are:
----------------------------------
Exhibit A - Deliverables
Exhibit B - Licensee Designated Equipment, Designated Site, Designated
Customer(s), Designated Manufacturer and Training and Support Fees
Exhibit C - Transfer Support, Training and Maintenance

                                      -10-

<PAGE>

                                    EXHIBIT A

                                  DELIVERABLES

Deliverables for the Reference Design - To be delivered within thirty (30) days
of the Effective Date, unless otherwise indicated.

Reference Design Deliverables:
-----------------------------

Reference Design board schematics database in Concept format, including the
components library Reference Design board layout file in Allegro (.brd) format,
including the layout routing rules BOM for Reference Design board in txt
format, including Sun part number and AVL information Crichton Specification
ver. 1.0
CCT Interface pin assignment
AXmp OEM manual
Mechanical drawings: CCT cage, including the 1/0 board and pan assembly
mechanical design database in PRO-E format.

OBP/POST Deliverables:
---------------------

OBP/POST source code for the Reference Design

The above referred Delivery Date is a target date only. It is anticipated that
Sun will deliver the Deliverables to Licensee by the Delivery Date, however,
the actual date may change. Sun will provide Licensee with notice of any change
in Delivery Date.

                                      -11-

<PAGE>

                                    EXHIBIT B

      LICENSEE DESIGNATED EQUIPMENT, DESIGNATED SITE, DESIGNATED CUSTOMER,
              DESIGNATED MANUFACTURER AND TRAINING AND SUPPORT FEES

DESIGNATED EQUIPMENT. [ Sun UltraSPARC 143 Mhz  ]
                      ------------------------

CPU Part #501-2836,           CPU SN #013859
HOSTID:  80a568               IP Address:  8 : 0 : 20 : 80 : a5 :68

DESIGNATED SITE: [ Main Engineering Lab  ]
                 -------------------------
                   6600 Port Road
                   Columbus CH 43125

DESIGNATED CUSTOMER: Alcatel

DESIGNATED MANUFACTURER: Celestica in Toronto, Canada

TRAINING AND SUPPORT FEES:

The fees for the training and support services described in Exhibit C will be
$40,000, to be paid by Licensee to Sun as follows:

1.            $10,000       To be paid at the start of the training and support
                            described in Exhibit C, or within thirty (30) days
                                         ---------
                            of the Effective Date, whichever happens first;
2.            $10,000       To be paid within ninety (90) days of the Effective
                            Date;
3.            $10,000       To be paid within one hundred sixty (160) days of
                            the Effective Date or Licensee's bring-up of the
                            Licensee Product, whichever happens first; and
4.            $10,000       To be paid within twelve (12) months of the
                            Effective Date, or upon Licensee's purchase of One
                            Hundred Thousand Dollars ($100,000) worth of
                            components  from SME, whichever happens first.

      Address for Payment of Training and Support Fees:

               Sun Microelectronics
               A division of Sun Microsystems, Inc.
               c/o Bank of America
               File #72942
               San Francisco, CA 94160-2942

               Account #12339-21709

                                      -12-

<PAGE>

                                    EXHIBIT C

                   TRANSFER SUPPORT, TRAINING AND MAINTENANCE

REFERENCE DESIGN TRANSFER SUPPORT: Sun shall provide Licensee with transfer
support for the Reference Design which may be provided by phone or electronic
mail. Licensee's right to receive transfer support shall commence only upon
delivery to the Licensee of the Licensed Technology and shall expire ninety
(90) days thereafter.

OBP/POST TRANSFER SUPPORT: Sun shall provide Licensee with initial transfer
support to further Licensee's understanding of OBP/POST which may be provided
by phone or electronic mail. Licensee's right to receive the initial transfer
support shall commence only upon Licensee's full completion of the initial
training set forth above and shall expire one hundred eighty (180) days after
completion of such initial training.

OBP/POST TRAINING: Training for OBP/POST shall be provided at Sun's San Jose,
California facilities. Licensee may designate up to five (5) of its personnel
to attend such training. Licensee shall pay all living and out-of-pocket
expenses for its personnel including, without limitation, all commuting and
other transportation costs. Upon Licensee's request, and subject to the
availability of its personnel, Sun shall provide the initial training at
Licensee's facilities; provided, that Licensee shall bear all reasonable travel
and living expenses for Sun's training and support personnel and shall include
three (3) travel days. In addition, Licensee shall provide suitable training
facilities at its sole cost and expense. Licensee's right to receive initial
OPB/POST training shall expire six (6) months after the Effective Date.

MAINTENANCE: During the first twelve (12) months this Agreement is in effect,
Sun shall provide Licensee Error Corrections and Upgrades to OBP/POST as they
are generally made available.

ADDITIONAL SUPPORT: Additional training and consulting services may be obtained
from Sun pursuant to the terms and conditions of a separate agreement.

                                      -13-

<PAGE>

                     REVISED AND AMENDED AS OF JUNE 25, 1999

      LICENSEE DESIGNATED EQUIPMENT, DESIGNATED SITE, DESIGNATED CUSTOMER,
              DESIGNATED MANUFACTURER AND TRAINING AND SUPPORT FEES

DESIGNATED EQUIPMENT. [ Sun UltraSPARC 143 Mhz  ]
                      ---------------------------

CPU Part #501-2836,           CPU SN #013859
HOSTID:  80a568               IP Address:  8 : 0 : 20 : 80 : a5 :68

DESIGNATED SITE: [ Main Engineering Lab  ]
                 -------------------------
                   6600 Port Road
                   Columbus CH 43125

DESIGNATED CUSTOMER: Alcatel, Westwave Communications

DESIGNATED MANUFACTURER: Celestica in Toronto, Canada

TRAINING AND SUPPORT FEES:

The fees for the training and support services described in Exhibit C will be
                                                            ---------
$40,000, to be paid by Licensee to Sun as follows:

1.            $10,000       To be paid at the start of the training and support
                            described in Exhibit C, or within thirty (30) days
                                         ---------
              $10,000       of the Effective Date, whichever happens first;
2.                          To be paid within ninety (90) days of the Effective
                            Date;
3.            $10,000       To be paid within one hundred sixty (160) days of
                            the Effective Date or Licensee's bring-up of the
                            Licensee Product, whichever happens first; and
4.            $10,000       To be paid within twelve (12) months of the
                            Effective Date,  or upon  Licensee's purchase of
                            One Hundred Thousand Dollars ($100,000) worth of
                            components from SME, whichever happens first.

      Address for Payment of Training and Support Fees:

               Sun Microelectronics
               A division of Sun Microsystems, Inc.
               c/o Bank of America
               File #72942
               San Francisco, CA 94160-2942

               Account #12339-21709

                                      -14-