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                                                                  EXHIBIT 10.45
                                 LICENSE AGREEMENT

     This Agreement effective as of the last signature below between EMC 
CORPORATION, a corporation duly organized and exiting under the laws of the 
Commonwealth of Massachusetts, and having its principal office and place of 
business at 35 Parkwood Drive, Hopkinton MA 01748 (hereinafter "EMC"), and 
MYLEX CORPORATION ("MYLEX"), a corporation duly organized and existing under 
the laws of the State of Delaware, and having its principal office and place 
of business at 34551 Ardenwood Blvd., Fremont, CA 94555.

     WHEREAS, EMC has rights in certain patents and pending patent 
applications identified herein;

     WHEREAS, MYLEX has rights in certain patents and pending patent 
applications identified herein, and also has certain nonpatent rights in 
technology identified herein;
     
     WHEREAS, each of the parties expects to obtain rights in additional 
patents and patent applications in the future;

     WHEREAS, each of the parties is desirous of obtaining a nonexclusive 
license under certain current and future patents of the other party, and EMC 
is desirous of obtaining certain nonpatent rights in identified MYLEX 
technology, and each party has the authority and is willing to grant such 
licenses under the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of other good and 
valuable consideration, and in further consideration of the covenants 
hereinafter contained to be kept and performed by the parties hereto, it is 
agreed as follows:

                              SECTION I - DEFINITIONS

     1.1  "EMC Licensed Patents" means any and all issued patents listed in 
Exhibits A and B hereto, and any and all patents issuing from patent 
applications listed in Exhibits A and B, as well as EMC owned and controlled 
continuations, continuations-in-part, divisions, and foreign counterparts 
thereof, and original, reissue and re-examination patents issuing from any of 
the above.

     1.2  "MYLEX Licensed Patents" means all patents, throughout the world, 
issued or issuing on patent applications entitled to an effective United 
States filing date prior to the third anniversary of the date of execution of 
this Agreement, under which patents or the applications thereof MYLEX now 
has, or hereafter obtains, the right to grant licenses to EMC.

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     1.3  "MYLEX Technology" means the items identified in Exhibit C. 

     1.4  "Host" or "Client" means any external data source, including a 
computer,  server or other device, which is intended to transmit I/O requests 
to store data to or retrieve data from a Subsystem.

     1.5  "Subsystem" means a data storage subsystem including one or more 
arrays of physical mass storage devices, and one or more Array Controllers 
associated therewith.

     1.6  "Array Controller" means a single or multi-processor device or 
group of functionally inter-related devices operable to physically and/or 
logically configure a plurality of physical mass storage devices as one or 
more independently accessible arrays, and to control the communication of 
data between the array(s) and one or more Hosts or Clients in a predetermined 
format or formats.

     1.7  "Licensed Subsystem" means a Subsystem which, but for the license 
granted herein, the manufacture, use, or sale of which would constitute an 
infringement of one or more claims of EMC Licensed Patents.  In the United 
States, infringement includes direct infringement, inducement to infringe, 
and contributory infringement as enacted in 35 USC 271(a)-(c), respectively, 
and also infringement under the Doctrine of Equivalents.  

     1.8  "Licensed Controller" means an Array Controller which, but for the 
license granted herein, the manufacture, use, or sale of which would 
constitute an infringement of one or more claims of EMC Licensed Patents.  In 
the United States, infringement includes direct infringement, inducement to 
infringe, and contributory infringement as enacted in 35 USC 271(a)-(c), 
respectively, and also infringement under the Doctrine of Equivalents. 

     1.9  "MYLEX Licensed Products" shall mean Licensed Subsystems and 
Licensed Array Controllers, either individually or collectively.   A 
particular MYLEX Licensed Product is licensed under an EMC Licensed Patent 
when and only when MYLEX accrues or pays the royalty amount as provided in 
Section 4.1.

     1.10 "EMC Licensed Product " means an EMC product which, but for the 
license granted herein, the manufacture, use, or sale of which would 
constitute an infringement of one or more claims of MYLEX Licensed Patents.  
In the United States, infringement includes direct infringement, inducement 
to infringe, and contributory infringement as enacted in 35 USC 271(a)-(c), 
respectively, and also infringement under the Doctrine of Equivalents.

     1.11 "Licensed Products" means Mylex Licensed Products and EMC Licensed 
Products.

                                       2

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     1.12 "Licensed Territory", in the case of a grant by EMC, means the 
United States of America, its territories and possessions, and any other 
country in which EMC has or obtains one or more EMC Licensed Patents, and, in 
the case of a grant by MYLEX, means the United States of America, its 
territories and possessions, and any other country in which MYLEX has or 
obtains one or more MYLEX Licensed Patents. 

     1.13 "Sales Price" for sale of a MYLEX Licensed Product on the open 
market means MYLEX's gross invoice price for the MYLEX Licensed Product (or 
the total of the gross invoice prices for all components of the MYLEX 
Licensed Product if the components are shipped, delivered, and/or invoiced 
separately) less discounts and shipping.

          "Sales Price" as applied to leases, installment sales, and other 
executory cash dispositions means the total gross amount of all payments to 
be made without any adjustment to present value.

          "Sales Price" for sales to any company in which MYLEX holds, or has 
held, an equity interest, or control, or other affiliation past or present, 
or where MYLEX Licensed Products are bartered or exchanged for goods or 
services, or are otherwise disposed of for value other than cash, means the 
sales price at which the same or the most nearly comparable MYLEX Licensed 
Product has been or would currently be sold on the open market in the 
ordinary course of business and in an arm's length transaction.  However, 
MYLEX Licensed Products used internally by MYLEX and samples for which no 
consideration is paid to MYLEX shall not be considered sales and no royalties 
shall be due on such products.

     1.14 "Subsidiary" of a company means a corporation or other legal entity 
(a) the majority of whose shares or other securities entitled to vote for 
election of directors (or other managing authority) is now or hereafter 
controlled by such company either directly or indirectly; or (b) which does 
not have outstanding shares or securities but the majority of whose ownership 
interest representing the right to manage such corporation or other legal 
entity is now or hereafter owned and controlled by such company either 
directly or indirectly; but any such corporation or other legal entity shall 
be deemed to be a Subsidiary of such company only as long as such control or 
ownership and control exists.

                                 SECTION II - GRANT
                                          
     2.1  EMC LICENSE GRANT.  Subject to the terms and conditions provided in 
this Agreement, EMC hereby grants MYLEX a non-exclusive, indivisible, 
non-transferable license (except as otherwise provided) under EMC Licensed 
Patents to make, have made pursuant to MYLEX's own specifications, use, sell, 
lease or otherwise dispose of MYLEX Licensed Products within the Licensed 
Territory during the term of this 

                                       3

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Agreement.  The license granted under this Agreement and the covenant set 
forth below in Section 2.4 shall be transferable by MYLEX upon the sale or 
other transfer of its entire assets relating to the Licensed Products.

     2.1.1     LIMITATIONS ON LICENSE.  It is expressly understood and agreed 
that the scope of the license granted herein by EMC to MYLEX is commensurate 
with and not greater than the payment received from MYLEX in accordance with 
Section 4.1.  Specifically, the license is not intended to and shall not 
confer upon any third party who purchases or otherwise receives a Licensed 
Controller which is not sold, leased or otherwise disposed of as part of a 
Licensed Subsystem any license to combine or otherwise incorporate such 
Licensed Controller with other products or components to form a combination 
which is covered by claims of EMC Licensed Patents applicable to Subsystems. 
Particularly, the aforesaid license grant applicable to a Licensed Controller 
shall not expressly or impliedly constitute a grant of a license under claims 
of EMC Licensed Patents applicable to Subsystems, whether or not such 
Subsystems incorporate a Licensed Controller. 

     2.1.1.1   MYLEX agrees to notify each purchaser of a Licensed Controller 
in its purchase order acknowledgment of the foregoing license limitations by 
including in a prominent manner and location on the purchase order 
acknowledgement, a notice in substantially the following form:

     MYLEX is licensed under patents owned by EMC to sell, lease, or 
     otherwise dispose of Controllers.  However, the purchase of a Controller 
     does not expressly nor impliedly license the purchaser to combine or use 
     the Controller in combination with any other products or components 
     which combination would be covered by EMC patent claims applicable to 
     Subsystems. As used herein, Controllers means a single or 
     multi-processor device or group of functionally interrelated devices 
     operable to physically and/or logically configure a plurality of 
     physical mass storage devices as one or more independently accessible 
     arrays, and to control the communication of data between the array(s) 
     and Host(s) or Client(s) in a predetermined format or formats. Subsystem 
     means a data storage subsystem including one or more arrays of physical 
     mass storage devices, and one or more Controllers associated therewith. 
     
     2.2  DEDUCTION FOR LICENSED PURCHASERS.  EMC agrees that if a purchaser 
of a Licensed Controller from MYLEX has entered into or enters into a license 
agreement with EMC and is licensed to manufacture a Subsystem which includes 
one or more of such Licensed Controllers, MYLEX need not pay a royalty for 
Licensed Controllers sold to such licensed purchaser.  MYLEX may inform 
prospective purchaser of this provision.

     2.3  WAIVER OF INDUCEMENT AND CONTRIBUTORY INFRINGEMENT CLAIMS.  
Subject to payment of the required royalty, EMC waives any and all claims 
against MYLEX for induced or contributory infringement of EMC Licensed 
Patents applicable to Subsystems for MYLEX's sales of Licensed Controllers.

                                       4

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     2.4  EMC COVENANT NOT TO SUE GRANT.  EMC hereby grants MYLEX a covenant 
not to sue on all RAID patents other than Licensed Patents, throughout the 
world, issued or issuing on patent applications entitled to an effective 
United States filing date prior to the third anniversary of the date of 
execution of this Agreement, under which patents or the applications thereof 
EMC now has, or hereafter obtains, the right to grant such covenant not to 
sue to MYLEX.  No royalties shall accrue under such covenant not to sue.  
Such covenant not to sue shall also extend to any customer of MYLEX who 
purchases or otherwise receives an Array Controller from MYLEX, but only to 
the same extent as Licensed Controllers as limited in Section 2.1.1 above.

     2.5  MYLEX LICENSE GRANT. Subject to the terms and conditions provided 
in this Agreement, MYLEX hereby grants EMC a non-exclusive, indivisible, 
non-transferable license under the MYLEX Licensed Patents to make, have made 
pursuant to EMC's own specifications, use, sell, lease or otherwise dispose 
of EMC Licensed Products within the Licensed Territory during the term of 
this Agreement. 

     2.6  MYLEX TECHNOLOGY GRANT.   MYLEX grants EMC a non-exclusive, 
indivisible, non-transferable license to use MYLEX Technology including, but 
not limited to, copyrights, trade secrets, and know how.  This grant is 
strictly limited to the technology set forth in Exhibit C.

     2.7  SUBLICENSES.  EMC and MYLEX shall each have the right to grant 
sublicenses within the scope of the respective licenses granted herein to its 
Subsidiaries but to no other person, company or legal entity.  A sublicense 
may be granted to a Subsidiary at any time during the term of this Agreement. 
 Any sublicense granted hereunder to a Subsidiary shall terminate 
automatically if and when such Subsidiary no longer qualifies as a Subsidiary 
as defined herein. A sublicense granted to a Subsidiary gives the Subsidiary 
no right to grant any additional sublicense without the written consent of 
the other party.  If a sublicense has been granted to a Subsidiary, the term 
EMC or MYLEX, as applicable, shall include Subsidiary for all purposes.  If 
MYLEX has MYLEX Licensed Products made for it pursuant to MYLEX's own 
specifications, such MYLEX Licensed Products shall be sold only by MYLEX 
through MYLEX's normal sales channels, and MYLEX's right to have MYLEX 
Licensed Products made for it shall not be construed as a right to grant 
sublicenses under the licenses granted herein.   

     SECTION III - LIMITATIONS ON RIGHTS AND RELATIONSHIPS
                                          
     3.1   NO IMPLIED LICENSE.  It is expressly understood that no license or 
right is hereby granted, by implication, estoppel, or otherwise:

     3.1.1   with respect to any patent, patent right, or other intellectual 
property or property right not specifically identified herein;

                                       5

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     3.1.2   to any third party that makes Licensed Products for EMC or MYLEX;

     3.1.3   with respect to any product other than a MYLEX Licensed Product 
notwithstanding that such other product may incorporate a MYLEX Licensed 
Product; or

     3.1.4   to parties acquiring any Licensed Controller from MYLEX for the 
combination of the Licensed Controller with any other product, including 
additional products provided by MYLEX, or for the use of any such combination 
even if such other or additional product has no substantial use other than as 
part of such combination.

     3.1.5   in no event shall MYLEX be required to pay more than one royalty 
on any of the Licensed Controllers or Licensed Subsystems.

     3.2  NO JOINT VENTURE.  Nothing herein is intended to nor shall be 
construed as creating any joint venture, agency, partnership or relationship 
other than licensor-licensee between EMC and MYLEX.

                        SECTION IV - PAYMENTS AND ROYALTIES

     4.1  ROYALTY PAYMENTS BY MYLEX.  As additional consideration for the 
license, immunities, and other rights granted to MYLEX herein, MYLEX shall 
pay to EMC an initial lump sum payment of $XXXX due and payable upon 
execution of this agreement.  Such initial payment may be credited against 
quarterly per controller royalties due up to a maximum of fifty percent (50%) 
of each such quarterly controller royalties.  MYLEX agrees to pay EMC a 
royalty rate for each Licensed Controller made, sold, leased, or otherwise 
disposed of separately from a Licensed Subsystem by MYLEX equal to XXX 
percent (XXX%) of the Sales Price of the Licensed Controller for the first 
XXX dollars ($XXX) of sales of royalty bearing Licensed Controllers and 
thereafter the royalty rate for each Licensed Controller will be reduced to 
XXX percent (XXX%) of the Sales Price of the Licensed Controller for those 
Licensed Products that are covered by more than one of the EMC Licensed 
Patents.  After the first $XXXXX of sales of royalty bearing Licensed 
Controllers, in the case of a Licensed Controller which, but for the license 
granted herein, the manufacture, use, or sale of which would constitute an 
infringement of only one of the EMC Licensed Patents, the royalty rate for 
each such Licensed Controller shall be reduced to equal XXX percent (XXX%) of 
the Sales Price of the Licensed Controller.  In such event, MYLEX shall 
certify that, in its opinion, only one of the EMC Licensed Patents is 
infringed, and shall identify that patent in the written report of Section 
4.3.  Further, MYLEX agrees to pay EMC a royalty for each Licensed Subsystem 
made, sold, leased, or otherwise disposed of by MYLEX equal to XXXX percent 
(XXXX%) of the Sales Price of the Licensed Subsystem.  The parties have 
agreed that at least seventy five percent (75%) of the royalties paid under 
this Agreement are attributable to the patents of Exhibit B.

                                       6

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     4.1.1  MYLEX shall not be obligated to pay a royalty for any Licensed 
Product returned to MYLEX for which MYLEX issues a credit in the amount of 
the Sales Price.  MYLEX shall not be obligated to pay a separate royalty for 
a Licensed Controller sold, leased or otherwise transferred or disposed of by 
MYLEX as a part of a Licensed Subsystem, provided MYLEX has paid the required 
royalty for the Licensed Subsystem.

     4.1.2  No part of any payment by MYLEX to EMC hereunder shall be 
refundable for any reason whatsoever.

     4.1.3  All royalties specified in Section 4.1 shall be payable in lawful 
money of the United States of America.
     
     4.2   ACCOUNTING.   MYLEX agrees to make and retain true and accurate 
records showing the sales, leases and other transfers or dispositions of 
MYLEX Licensed Products in sufficient detail to enable the royalties payable 
hereunder to be determined and shall not destroy such records for at least 
five (5) years from the date of creation.  MYLEX further agrees to permit its 
books and records to be examined from time to time to the extent necessary to 
verify the payment of royalties in the proper amounts, provided such 
examinations shall take place upon reasonable notice to MYLEX  and no more 
frequently than once per year. Such examinations shall be made at the expense 
of EMC by any auditor appointed by EMC who shall be acceptable to MYLEX, 
which acceptance shall not be unreasonably withheld by MYLEX.  Further, MYLEX 
shall furnish whatever additional information EMC may reasonably request from 
time to time to enable EMC to verify the calculation of royalties due 
pursuant to this Agreement.

     4.3   REPORTING.  MYLEX agrees to make written reports to EMC quarterly. 
MYLEX shall use its best efforts to report to EMC within forty-five (45) days 
after the first day of each January, April, July, and October during the term 
of this Agreement.  Each report shall include the  number, identification or 
designation, description and aggregate Selling Price of each type of MYLEX 
Licensed Product sold, leased, transferred or otherwise disposed of during 
the preceding three (3) calendar months and the aggregate royalties payable 
for each type of MYLEX Licensed Product as provided in Section 4.1.  Each 
report shall be certified by an officer of MYLEX. The first such report shall 
include the above-specified information for all MYLEX Licensed Products sold, 
leased, transferred or otherwise disposed of between the Effective Date of 
this Agreement and the date of such report.  MYLEX also agrees to make a 
written report to EMC within thirty (30) days after the date of any 
termination of this Agreement, including in such report the above-specified 
information for all MYLEX Licensed Products sold, leased, transferred or 
otherwise disposed of and not previously reported to EMC.  EMC shall treat 
such reports as confidential and shall not use the information contained 
therein except for accounting purposes under this Agreement.

     4.4   PAYMENTS.  Concurrently with the making of each report as provided 
for in Section 4.3, MYLEX shall remit to EMC the royalties provided for in 
Section 4.1.  

                                       7

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Payment shall be made by draft payable to EMC Corporation and shall be sent 
to EMC as provided in Section 10.5.

     4.5   INTEREST.  MYLEX shall pay interest to EMC from the payment due 
date to the actual date of payment upon any and all amounts of royalty or 
payment that are overdue and payable hereunder at the rate of 125% of the 
prime interest rate of Citibank of New York published in The Wall Street 
Journal on the date the amount became due and owing. Said interest rate 
shall, in no event, exceed the applicable usury law limitation.

     4.6   

                       SECTION V - MARKING LICENSED PRODUCTS

     5.1  MARKING. Where commercially practicable, each of the parties shall 
place appropriate patent markings upon an exposed surface of all of its own 
Licensed Products.  The content, form, location and language used in such 
markings shall be in accordance with the laws and practices of the Licensed 
Territory and shall be approved by the other party in writing before use.

     5.2  LABELS.   Upon request by either party and where commercially 
practicable, the other party shall provide the requesting party with labels 
for use in complying with Section 5.1.  The requesting party may specify the 
dimensions of the area in which the label must fit, consistent with the 
requirements of 35 U.S.C. 287 where commercially practicable.

                            SECTION VI - INDEMNIFICATION

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     6.1  INDEMNIFICATION.  Each party as licensee agrees to hold the other 
party as licensor harmless against all liabilities, demands, damages, 
expenses or losses arising out of the manufacture, use, sale or other 
disposition by the licensee party or its vendees or other transferees of 
Licensed Products.

                    SECTION VII - REPRESENTATIONS AND WARRANTIES
                                          
                                          
     7.1  OWNERSHIP AND AUTHORITY TO GRANT LICENSE.  Each party warrants and 
represents that to the best of its knowledge it has the authority to grant 
the licenses granted hereinabove.

     7.2  NO WARRANTY OF NON-INFRINGEMENT.  Neither party makes any warranty 
that the manufacture, use, sale, lease, transfer or other disposition of 
Licensed Products by the other party as licensee will not infringe patents or 
other intellectual property rights of any third parties.  It is agreed that 
neither party has any obligation to indemnify or defend the other party with 
respect to any claim, demand or cause of action for infringement or alleged 
infringement of any patent or other intellectual property right arising out 
of or connected with the manufacture, use, sale, lease or other transfer or 
disposition of operation of Licensed Products.

     7.3  DISCLAIMER.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER 
PARTY MAKES ANY REPRESENTATIONS, EXTENDS ANY WARRANTIES OF ANY KIND, EITHER 
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR 
A PARTICULAR PURPOSE, AND ASSUMES ANY RESPONSIBILITIES WHATEVER, INCLUDING 
ANY RESPONSIBILITIES OF INDEMNIFICATION, WITH RESPECT TO THE USE, SALE OR 
OTHER DISPOSITION BY THE OTHER PARTY, ITS VENDEES OR OTHER TRANSFEREES OF 
PRODUCTS INCORPORATING OR OPERATING IN ACCORDANCE WITH THE EMC OR MYLEX 
LICENSED PATENTS.

                        SECTION VIII - TERM AND TERMINATION
                                          
     8.1  EFFECTIVE DATE.  This Agreement is effective as of the last 
signature below. 

     8.2  TERMINATION.  Unless earlier terminated in accordance with the 
terms and provisions of this Agreement, this Agreement and the licenses and 
rights granted hereunder shall remain in force and effect until the last to 
expire of EMC or MYLEX Licensed Patents.

     8.3  SURVIVAL OF RIGHTS AND OBLIGATIONS.  Notwithstanding the provisions of
Section 8.2, the following rights and obligations shall survive any termination
of this Agreement:

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          (a)  MYLEX's obligation to supply the final report provided for in 
Section 4.3;

          (b)  EMC's right to receive or recover, and MYLEX's obligation to 
pay royalties accrued or accruable for payment as of the time of any 
termination as provided for in Section 4.1;

          (c)  MYLEX's obligation to maintain records and EMC's right to 
conduct a final audit as provided in Section 4.2; 

          (d)  licenses running in favor of vendees of MYLEX with respect to 
MYLEX Licensed Products sold, leased, transferred or otherwise disposed of  
by MYLEX prior to any termination and on which applicable royalties shall 
have been paid as provided in Section 4.1;

          (e)  any cause of action or claim of either party accrued or to 
accrue, because of any breach or default by the other party; and

          (f)  in the event of termination of this Agreement by one party as 
a result of circumstances provided for in Sections 8.4, 8.5 or 8.6, the 
patent licenses and other rights granted to or for the benefit of the 
terminating party hereto by the other party, provided however, the licenses 
and rights granted to or for the benefit of the other party, including all 
sublicenses granted by the other party to Subsidiaries, shall terminate.

     8.4  TERMINATION ON BREACH.  In the event of a material breach of a term 
or condition of this Agreement by a party, the other party shall have the 
right to terminate this Agreement forthwith by notice in writing identifying 
and describing the breach.  This Agreement will terminate thirty (30) days 
following the sending of such notice, unless the breach is cured within that 
time.  The right to terminate shall be in addition to all other rights and 
remedies which a party may have in law or equity to enforce this contract or 
to seek damages for breach thereof.

     8.5  TERMINATION ON ATTEMPTED TRANSFER.  Any assignment, transfer or 
sublicense or attempted assignment, transfer or sublicense of this Agreement 
or of any license or other rights granted hereunder in violation of the terms 
and conditions hereof shall be null and void ab initio, shall constitute a 
material breach of this Agreement, and shall entitle the aggrieved party to 
immediately terminate this Agreement on written notice without any 
requirement to provide advance notice as provided in Section 8.4.

     8.6  TERMINATION ON BANKRUPTCY.  In any of the following events, EMC 
shall have the right to terminate this Agreement at any time if :

          (a)  MYLEX files a voluntary petition in bankruptcy; or

          (b)  an involuntary petition in bankruptcy is filed naming MYLEX; or

                                       10

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          (c)  MYLEX makes an assignment of assets for the benefit of creditors;
or 
          (d)   a receiver or trustee of MYLEX's assets shall be appointed; or

          (e)  MYLEX shall cease or discontinue conducting business in the
ordinary course.

     8.7  NO WAIVER.  The waiver by either party of a breach or default in or 
of any provision of this Agreement by the other party shall not act or be 
construed as a waiver by such party of any other or succeeding breach of the 
same or other provision(s), nor shall any delay or omission on the part of 
either party to exercise or avail itself of any right, power or privilege 
that it has or may have hereunder, operate as a waiver of any right, power or 
privilege by such party.

                            SECTION IX - TRANSFERABILITY
                                          
     9.1  NON-TRANSFERABLE.  This Agreement shall inure to the benefit of the 
parties hereto and, insofar as expressly provided for herein, to their 
respective Subsidiaries.  Neither party shall assign or transfer, or attempt 
to assign or transfer, either this Agreement or any portion of its license or 
rights under the other party's Licensed Patents to any third party, whether 
by contract, by acquisition of a controlling interest, by merger, by 
consolidation or by operation of law without the prior written consent of the 
other party except as provided above in Section 2.1.

                             SECTION X - MISCELLANEOUS
                                          
     10.1  COMPLETE AGREEMENT.  This instrument embodies the complete and 
only agreement between the parties and supersedes and cancels any and all 
previous understandings, agreement, negotiations, commitments and any other 
writings or communications pertaining to its subject matter.

     10.2  MODIFICATION AND WAIVER.  This Agreement may not be modified or 
amended, nor may any right or obligation set forth herein be waived, except 
in a writing signed by the parties with at least the same formalities as are 
observed herein.  A waiver as to any particular term shall not operate as a 
waiver as to any other terms.

     10.3  SEVERABILITY.  In the event any provision of this Agreement shall 
be held to be invalid or unenforceable in any respect or for any reason, such 
holding shall not impair the validity and enforceability of the remaining 
provisions of this Agreement, which shall continue to be given full force and 
effect, except that the Parties agree to make such other and further 
agreements as may be necessary to provide the full intended economic benefit, 
if any, associated with any provisions held invalid or unenforceable.

                                       11

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     10.4  CONFIDENTIALITY.  The Parties agree that the terms of this 
Agreement shall be kept confidential, except that the Parties may disclose 
the following aspects of this Agreement to the following persons and under 
the following conditions:

          (a)  any aspect may be disclosed to anyone with the express written 
consent of the other party obtained in advance of the disclosure;

          (b)  any aspect may be disclosed to a party or person subject to an 
obligation to maintain the confidentiality of this Agreement, when ordered or 
directed to disclose this Agreement by a court of competent jurisdiction in 
connection with a lawsuit or administrative proceeding;

          (c)  any aspect may be disclosed to those persons with a "need to 
know" in order to provide the parties with corporate, financial, legal, 
contract, insurance, loan, investment, audit, or similar business related 
information and services, and who also agree to treat such information as 
confidential;

          (d)  any aspect may be disclosed publicly if necessary to correct 
or respond to material misinformation regarding the substance of this 
Agreement made by one of the Parties to this Agreement, but only after the 
Parties have consulted and attempted in good faith to resolve any concerns 
privately;

          (e)  the existence of license rights under this Agreement may be 
disclosed in connection with further licensing efforts;

          (f)  EMC may disclose the terms of this Agreement in connection 
with future licensing efforts;

          (g)  an announcement of this Agreement and the existence of license
rights thereunder may be disclosed publicly in a joint press release, the
language of which shall be agreed upon by the Parties, following execution of
this Agreement.

     10.5  NOTICES.  Any notice, request, report, or remittance required or 
permitted to be given under or in connection with this Agreement or the 
subject matter hereof, shall be deemed to have been sufficiently given when 
addressed as follows and sent by Certified Mail, postage prepaid, or (except 
for remittance of royalties) by facsimile.

     TO EMC:   Mr. William R. Clark, Esq.
               Intellectual Property Counsel 
               EMC Corporation
               35 Parkwood Drive
               Hopkinton, MA 0l748-9103
               Telephone:  (508)-435-1000 (ext. 77225)
               Facsimile:  (508)-497-6915 

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     TO   :    Ms. Colleen Gray
               Chief Financial Officer
               Mylex Corporation
               34551 Ardenwood Blvd.
               Fremont, CA 94555-3607
               Telephone:  (510) 796-6100
               Facsimile:  (510) 745-0931


          The date of receipt of any such notice or request shall be deemed 
to be the date of actual receipt by the addressee thereof, but in any case 
not later than fourteen (14) days after the date of dispatch thereof.  Either 
party may give written notice of change of address to the other and, after 
such notice has been received, any notice or request required to be given to 
such party shall be given at such changed address, in the manner provided 
above.

     10.6  CHOICE OF LAW AND VENUE.  This Agreement shall be construed and 
interpreted with the laws of the Commonwealth of Massachusetts.  In the event 
suit is filed by either party involving a dispute concerning the 
construction, interpretation, enforcement, or breach of this Agreement, or 
the enforcement of any intellectual property rights which are the subject 
hereof, the parties agree to submit to personal jurisdiction and venue of any 
Massachusetts  State or Federal Court located  within Massachusetts having 
appropriate subject matter jurisdiction.

     10.7  ATTORNEY FEES.  In the event a party hereto initiates any legal 
action to interpret any provision or term of this Agreement or to enforce any 
right or obligation thereunder, the prevailing party shall be entitled, in 
addition to any other relief or award granted, to an award of reasonable 
attorney's fees.

     10.8  REPRESENTATIONS OF AUTHORITY.  Each of the Parties warrants and 
represents to the other that it has the power to enter into this Agreement 
and that the person executing this Agreement on its behalf has been 
authorized to do so by any and all appropriate corporate bodies.

     10.9  RELEASE OF CLAIMS.  Upon execution of this Agreement, EMC releases 
all claims for profits, damages, or royalties otherwise collectable under 
applicable laws by EMC from MYLEX by reason of past infringement.

     10.10  COUNTERPARTS.  This Agreement may be executed in two (2) 
counterparts, all of which, taken together, shall be regarded as one and the 
same instrument.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed below by its duly authorized officer or representative:

<PAGE>

EMC CORPORATION               MYLEX CORPORATION

By: /s/ Paul Noble            By: /s/ Colleen Gray
   ------------------------      -------------------------

       Executive Vice
Title: President              Title: VP Finance & CEO
      ---------------------         ----------------------

Date: Dec 22, 1998            Date: Dec 24, 1998
      ---------------------         ----------------------

<PAGE>
                                     ATTACHMENT A
<TABLE>
<CAPTION>
U.S. PATENT NO.            TITLE
---------------            -----
<S>                        <C>
5,023,891                  Method and Circuit for Decoding a Manchester Code Signal

5,146,574                  Method and Circuit for Programmable Selecting a Variable Sequence of Element Using
                           Write-Back

5,349,686                  Method and Circuit for Programmable Selecting a Variable Sequence of Elements Using
                           Write-Back

5,315,708                  A Method and Apparatus for Transferring Data through a Staging Memory

5,134,619                  Failure-Tolerant Mass Storage System

5,285,451                  Failure-Tolerant Mass Storage System

5,233,692                  Enhanced Interface Permitting Multiple-Byte Parallel Transfers of Control Information
                           and Data on a Small Computer System Interface

5,454,085                  Method and Apparatus for an Enhanced Computer System Interface

5,185,876                  Buffering System for Dynamically Providing Data to Multiple Storage Elements

5,386,548                  A Method for Storing Data from an External Processor in Storage Devices through Buffer
                           Devices

5,195,100                  Non-Volatile Memory Storage of Write Operation Identifier in Data Storage Device

5,475,697                  Non-Volatile Memory Storage of Write Operation Identifier in Data Storage Device

5,758,054                  Non-Volatile Memory Storage of Write Operation Identifier in Data Storage Device

5,233,618                  Data Correcting Applicable to Redundant Array of Independent Disks

5,469,453                  Data Corrections Applicable to Redundant Array of Independent Disks
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
U.S. PATENT NO.            TITLE
---------------            -----
<S>                        <C>
5,166,939                  Data Storage Apparatus and Method

5,461,723                  Dual Channel Data Block Transfer Bus

5,485,147                  Method and Apparatus for Scheduling Access to a CSMA Communication Medium

5,175,537                  Method and Apparatus for Scheduling Access to a CSMA Communication Medium

5,361,063                  Method and Apparatus for Scheduling Access to a CSMA Communication Medium

5,359,320                  Method and Apparatus for Scheduling Access to a CSMA Communication Medium

5,325,497                  Method and Apparatus for Assigning Signatures to Identify Members of a Set of Mass
                           Storage Devices

5,214,778                  Resource Management in a Multiple Resource System

5,361,347                  Resource Management in a Multiple Resource System where Each Resource Includes an
                           Availability State Stored in a Memory of the Resource

5,388,243                  A Multi-Port Mass Storage Device Announcing its Active Paths without Deactivating its
                           Ports in a Network Architecture

5,212,785                  Apparatus and Method for Controlling Data Flow between a Computer and Memory Devices

5,202,856                  Method and Apparatus for Simultaneous, Interleaved Access of Multiple Memories by
                           Multiple Ports

5,226,010                  Method and Apparatus for Simultaneous, Interleaved Access of Multiple Memories by
                           Multiple Ports

5,414,818                  Controlled Bus Reselection and Method

5,715,406                  Controlled Bus Reselection and Method

5,140,592                  Disk Array System

5,274,645                  Disk Array System
</TABLE>

<PAGE>

                                       ATTACHMENT B
<TABLE>
<CAPTION>
U.S. PATENT NO.            TITLE
---------------            -----
<S>                        <C>
5,148,432                  Arrayed Disk Drive System and Method

316,850                    Arrayed Disk Drive System

5,235,601                  On-Line Restoration of Redundancy Information in a Redundant Array System

5,613,059                  On-Line Restoration of Redundancy Information in a Redundant Array System

5,708,769                  Logical Partitioning of a Redundant Array Storage System

5,519,844                  Logical Partitioning of a Redundant Array Storage System

5,274,799                  Storage Device Array Architecture with Copyback Cache

5,526,482                  Storage Device Array Architecture with Copyback Cache

5,617,530                  Storage Device Array Architecture with Copyback Cache

5,499,337                  Storage Device Array Architecture with Solid-State Redundancy

5,208,813                  On-Line Reconstruction of a Failed Redundant Array System

5,390,187                  On-Line Reconstruction of a Failed Redundant Array System

5,636,358                  Dual Port Buffer Memory for Data Storage System

5,398,253                  Storage-Unit Generation of Redundancy Information

5,517,613                  Environment Sensing/Control Circuit

5,675,726                  Flexible Parity Generation Circuit

5,469,566                  Flexible Parity Generation Circuit

5,546,535                  Multiple Controller Sharing in a Redundant Storage Array

5,590,276                  Method for Synchronizing Reserved Areas in a Redundant Storage Array
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
U.S. PATENT NO.            TITLE
---------------            -----
<S>                        <C>
5,689,678                  Distributed Disk Array

5,787,459                  Distributed Disk Array Architecture


PATENT APPLICATION         TITLE
NO.
------------------         -----
08/551,928                 Address Protection Circuit

09/004,671                 Logical Partitioning of A Redundant Array Storage System

08/825,625                 Storage Device Array Architecture with Copyback Cache

08/579,552                 Storage Device Array Architecture with Solid-State Redundancy

08/832,050                 Flexible Parity Generation Circuit

08/579,314                 Method for Synchronizing Reserved Areas in a Redundant Storage Array

09/093,242                 Method for Synchronizing Reserved Areas in a Redundant Storage Array

09/123,176                 Distributed Disk Array
</TABLE>

<PAGE>



                            EXHIBIT C

MYLEX Technology:
----------------
-      Pegasus Hardware Specification, revision 0.2, 12/12/95

-      RAID Data Path Controller (RDC), revision 0.5, Preliminary Specification 
       of 12/12/95

-      Fibre Channel Topologies for RAID Controllers, White Paper

-      New Backup Strategies for the DAC960SX and DAC96OSF RAID Controllers, 
       Document of 11/18/97

-      N-Way Controller Architecture