<PAGE>

                         SOFTWARE DISTRIBUTION AGREEMENT
                                     BETWEEN
                         STORAGE TECHNOLOGY CORPORATION
                                       AND
                                    LSC, INC.

<PAGE>


<TABLE>
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                                                                               LSCfinal.doc


                                Table of Contents

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Item
<S>                                        <C>
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Software Distribution Agreement                          Pages 3 through 23
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Schedule A                                         STANDARD PRODUCT SPECIFICATIONS
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Schedule B                                                Escrow Agreement
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Schedule C                                 SUPPORT OBLIGATIONS, RESPONSES AND DEFINITIONS
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Schedule D                                    Software Products and LSC U.S. Price List
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Schedule E                                           LSC, INC. SOFTWARE LICENSE
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                                     Page 2

<PAGE>

                         SOFTWARE DISTRIBUTION AGREEMENT
                                     BETWEEN
                         STORAGE TECHNOLOGY CORPORATION
                                       AND
                                    LSC, Inc.


         This agreement ("Agreement") is made this 12th day of September, 1997,
("Effective Date") by and between Storage Technology Corporation ("StorageTek"),
a Delaware corporation with its principal place of business at 2270 South 88th
Street, Louisville, CO 80028, and LSC, Inc. ("Supplier"), a Minnesota
Corporation with its principal place of business at 4211 Lexington Avenue North,
Saint Paul, MN 55126.

         Whereas, Supplier has developed software products more fully described
in Schedule D and is the owner of such software products, all as described
herein;

         Whereas, Supplier desires to grant and StorageTek desires to obtain
certain rights to use, market and distribute said software for use with
StorageTek products; and

         Whereas, StorageTek wishes to contract with Supplier to obtain rights
to Sublicense Supplier's software, all in accordance with the terms and
conditions of this Agreement;

         Now, therefore, in consideration of the above premises and the mutual
promises set forth below, and intending to be legally bound, the parties agree
as follows:

Section -1- Definitions

         Defined terms in this Agreement may be used in the singular or the
plural, as the context requires. As used in this Agreement, the following terms
shall have the meanings set forth below:

         1.1      "Customer(s)" shall mean any end users of products acquired
                  from StorageTek or from its Resellers; and the term
                  Customer(s) shall include Reseller(s) using Standard Product
                  for production, evaluation, demonstration or otherwise.

         1.2      "Current Release" shall mean the most recently available
                  version of the Standard Product.

         1.3      "Documentation" shall mean Standard Product Specification
                  incorporated as Schedule A, end-user manuals and marketing
                  literature, whether in printed or visual form.

         1.4      "Enhancements" shall mean changes to the Standard Product
                  requested by StorageTek, agreed to by Supplier and funded in
                  accordance with a case by case


                                     Page 3

<PAGE>

                  agreement between the parties, which shall take the form of an
                  amendment to this Agreement.

         1.5      "StorageTek Solutions" shall mean StorageTek manufactured,
                  StorageTek OEM'd or other products included in StorageTek's
                  standard price list.

         1.6      "License Fees" shall mean those fees payable to Supplier on a
                  per copy basis for Standard Product sublicensed by StorageTek
                  or its Resellers to its Customers.

         1.7      "Maintenance Fees" shall mean those fees payable to Supplier
                  for support as described in the Maintenance section and
                  Schedule C for each copy of the Standard Product where a
                  Sublicense has been granted to a Customer.

         1.8      "New Releases" are commercially available versions of the
                  Standard Product which include improvements or new features of
                  the Standard Product produced by Supplier and shall be
                  delivered to StorageTek for distribution to Customers
                  hereunder.

         1.9      "Patches" shall mean error corrections provided by the
                  Supplier to StorageTek for distribution to Customers in
                  support of Supplier's obligations in accordance with the
                  Maintenance Section and Schedule C.

         1.10     "Database" (Pinnacle", FIXIT, or other mutually acceptable
                  replacement) shall mean the StorageTek problem tracking system
                  which is used to log software problems as they are reported to
                  StorageTek by its Resellers and Customers.

         1.11     "Prior Release" shall mean the release of the Standard Product
                  that was available for distribution immediately prior to the
                  Current Release.

         1.12     "Reseller(s)" shall mean a person or entity which is
                  authorized by StorageTek to market, distribute and Sublicense
                  the Standard Product to Customers, directly or via Reseller's
                  own reseller network; Resellers includes but is not limited to
                  original equipment manufacturer customers of StorageTek, value
                  added resellers, value added distributors, systems
                  integrators, distributors and/or subdistributors and
                  StorageTek subsidiaries, world-wide.

         1.13     "Standard Product" shall mean the Supplier's commercially
                  available software and New Releases thereof in binary format
                  only, as described in Supplier's published specifications,
                  STANDARD PRODUCT SPECIFICATIONS, incorporated herein as
                  Schedule A, and Documentation; and Standard Product also
                  includes, for the purposes of this Agreement, Patches and
                  Enhancements made pursuant to the provisions of this
                  Agreement.

         1.14     "Sublicense" shall mean a grant of (or to grant) a right to
                  use Standard Product.


                                     Page 4

<PAGE>

Section -2- Grant of Rights

         2.1      Grant of Rights to Copy and Distribute; Appointment of
                  Resellers by StorageTek.

                  Subject to the terms and conditions of this Agreement,
                  Supplier hereby appoints, and StorageTek hereby accepts
                  appointment as a nonexclusive distributor with the right to
                  copy, distribute, Sublicense and market Standard Product on an
                  OEM basis to Customers, worldwide, for their internal use.
                  Supplier acknowledges that StorageTek intends to distribute
                  through its normal distribution channels and grants StorageTek
                  the right to appoint Resellers with rights to copy,
                  distribute, Sublicense and market Standard Product, provided
                  that Resellers will be granted no rights with respect to
                  copying, distribution or licensing of the Standard Product
                  broader than those granted to StorageTek hereunder and
                  StorageTek shall be liable for any acts or omissions of a
                  Reseller that would be a breach of the terms and conditions of
                  this Agreement if done by StorageTek and StorageTek shall
                  indemnify and hold Supplier harmless against any loss, damage
                  or expense incurred as a result of such acts or omissions of a
                  Reseller.

         2.2      Internal Use of Standard Product by StorageTek.

                  Supplier hereby grants and StorageTek accepts a paid up,
                  nonexclusive, nontransferable, license to use the Standard
                  Product internally for demonstration, evaluation and support
                  purposes on equipment owned by or leased to StorageTek. Such
                  internal use shall not include use for revenue generating
                  projects or to compete with or as an alternative to marketing
                  the Standard Product, except that for the term of this
                  Agreement up to nine(9) copies of the Standard Product may be
                  used by StorageTek for its normal business purposes with its
                  accounting or administrative systems. StorageTek may copy the
                  Standard Product used internally for backup, archiving or
                  security, provided that it includes all of the copyright or
                  proprietary notices on the original.

         2.3      Distribution of Standard Product.

                  Prior to shipment of Standard Product to any Customer, such
                  Customer shall have entered into a written Sublicense
                  agreement for the Standard Product. Each Sublicense shall
                  limit the use of the Standard Product, limit the liability of
                  the Supplier, protect the proprietary rights of Supplier in
                  the Standard Product, and otherwise contain provisions
                  substantially equivalent to those set forth in the underlined
                  provisions of Supplier's standard software license agreement
                  sample, attached hereto as Schedule E. StorageTek will have
                  the right to grant a reasonable number of demonstration and
                  temporary evaluation licenses provided that the terms of this
                  section 2.3 are complied with.


                                     Page 5

<PAGE>

                  Supplier shall supply StorageTek with a master copy of the
                  Standard Product which StorageTek shall use to make copies of
                  the Standard Product for distribution. The master copy shall
                  be on such medium (e.g. CD, FTP transfer, tape) as the parties
                  agree from time to time. The Standard Product incorporates a
                  license manager that prevents full access to Standard Product
                  until a code key is provided by Supplier to StorageTek for
                  distribution to Resellers and Customers. StorageTek and
                  Supplier shall mutually agree on procedures for providing such
                  keys.

         2.4      StorageTek acknowledges that the Standard Products are
                  proprietary to Supplier and shall remain the property of
                  Supplier or its suppliers. No right, title or interest in or
                  to the Standard Products is transferred to StorageTek or any
                  other person except those rights expressly granted in this
                  Agreement. Except as expressly provided in this Agreement,
                  StorageTek shall not modify, clone, disassemble, decompile,
                  decrypt or otherwise reverse engineer any part of the Standard
                  Products or adopt any part as its own. StorageTek will not
                  disclose or make available to any third party any of the
                  Standard Products or related information, in any form, except
                  to its employees, consultants, agents and users for purposes
                  specifically related to StorageTek's internal use of the
                  Standard Products, provided StorageTek shall first have taken
                  appropriate action by instruction or signed agreements with
                  its employees, consultants, agents and users to satisfy
                  StorageTek's obligations of confidentiality and restrictions
                  on use, and except to Customers in furtherance of StorageTek's
                  right to distribute subject to the terms of this Agreement.
                  StorageTek shall maintain records of the location of each
                  original and copy of the Standard Products and shall provide
                  such information to Supplier on reasonable notice. Parts of
                  the Standard Products may have been patented or copyrighted by
                  Supplier or a third-party provider. Patent or copyright
                  notices have been included in the Standard Products for
                  protective purposes, and such notices shall not be construed
                  as causing publication of the Standard Products.

         2.5      Supplier hereby grants to StorageTek a nonexclusive,
                  worldwide, right and license to reproduce, copy and modify
                  Documentation and distribute such Documentation or
                  modifications thereof (StorageTek Documentation) to Customers
                  (and with respect to sales and marketing materials, to
                  prospects). StorageTek may translate such Documentation or
                  StorageTek Documentation into local languages and copy and
                  distribute the same. StorageTek shall include Supplier's
                  copyright and other proprietary notices in all copies of
                  Documentation and modified Documentation.

         2.6      Title.

                  All right, title, and interest in and to the Standard Product
                  shall remain with Supplier, excluding modifications made by
                  StorageTek to Documentation for


                                     Page 6

<PAGE>

                  distribution to Customers and Resellers hereunder. StorageTek
                  agrees that it shall not modify, disassemble, decompile, or
                  otherwise reverse engineer the Standard Product, except as
                  expressly provided by herein.

         2.7      Escrow Deposit.

                  2.7.1    SUPPLIER DEPOSIT. Following the execution of this
                           Agreement, Supplier shall deposit with Data
                           Securities International, Inc., the Standard Product
                           source code and documentation, including all
                           materials, diagrams, software (source and object
                           code, compilers and language translators), drawings,
                           manuals, documents and any other information
                           necessary to permit StorageTek to take over the
                           support of Standard Product. Supplier agrees to add
                           all applicable New Releases and Enhancements of
                           Standard Product to the deposited items within thirty
                           (30) days of distribution. Within sixty (60) days
                           after delivery of the Standard Product hereunder, the
                           parties and Data Securities International shall
                           execute an escrow agreement ("Escrow Agreement") in
                           form and content substantially the same as the
                           agreement in Schedule B attached hereto and
                           incorporated herein by this reference, setting forth
                           the terms of the escrow.

                           Notwithstanding the foregoing, in the event that the
                           Standard Product incorporates software licensed to
                           Supplier by one or more third parties who have not
                           granted Supplier the right to provide source code,
                           documentation and other materials for such software
                           for escrow purposes under this Agreement, [despite
                           Supplier's diligent efforts to acquire such rights,]
                           Supplier shall have no obligation to deposit into
                           escrow the source code, documentation and other
                           materials for such software under this Agreement.
                           Supplier's obligation to provide source code,
                           documentation and other materials relating to the
                           Standard Product for escrow under this Agreement
                           shall be limited to source code, documentation and
                           materials with respect to which Supplier owns all
                           rights or otherwise has the right to deposit into
                           escrow.

                  2.7.2    FILING FOR RELEASE OF DEPOSIT BY STORAGETEK. Supplier
                           agrees to the release of the escrow deposit upon
                           receipt of a notice to Supplier in the form of an
                           affidavit or declaration by an executive officer of
                           StorageTek of the occurrence of any of the following
                           release conditions:

                           *        If Supplier ceases its regular course of
                                    business or offering of the Standard
                                    Product, without providing for ongoing
                                    support of the Standard Product (including
                                    periodic introduction of features);


                                     Page 7

<PAGE>

                           *        If Supplier fails to provide a copy of the
                                    source code in support of StorageTek's
                                    obligation to release source code to
                                    government agencies or any other party
                                    requiring source code for escrow purposes,
                                    provided that the terms of such source code
                                    escrow shall be in accordance with Section
                                    3.6;

                           *        If Supplier fails to perform its obligations
                                    as set forth in Section 11 and Schedule C
                                    and fails to cure in accordance with
                                    Schedule C hereof.

                  2.7.3    CONDITIONS FOR USE FOLLOWING RELEASE FROM ESCROW.
                           Following a release as provided in this section,
                           StorageTek shall have the nonexclusive right to use,
                           but not to distribute, the source code and related
                           documentation solely for the purposes of support of
                           the Standard Product that is distributed by
                           StorageTek unless otherwise provided in this
                           Agreement. StorageTek shall be required to maintain
                           the confidentiality of the released source code and
                           documentation in accordance with the terms of this
                           Agreement. In the event that the source code is
                           released because of a Supplier default, and Supplier
                           remedies such default to StorageTek's reasonable
                           satisfaction, StorageTek shall return the source code
                           to the escrow agent.

                  2.7.4    In the event of a conflict between the terms of this
                           Escrow provision and the Escrow Agreement
                           incorporated herein, the provisions of the Escrow
                           Agreement shall prevail.

Section -3- Supplier's Additional Obligations

         3.1      Training.

                  Supplier shall provide a total of four (4) sales training
                  classes to StorageTek at no charge to StorageTek on the use of
                  the Standard Product. The first class will be provided at
                  StorageTek's headquarters location for StorageTek's trainers.
                  The other three will be jointly delivered with the StorageTek
                  trainers trained in the first class to the StorageTek's field
                  sales organization. Training shall include Sales Training, SE
                  Training, Installation and Configuration Training.

                  In addition to the sales training Supplier shall provide five
                  (5) Supplier technical support training classes to
                  StorageTek's customer services organization at no cost. Two of
                  these classes will be provided at StorageTek's headquarters
                  organization and three will be provided at a location to be
                  selected by StorageTek in Europe and Asia.


                                     Page 8

<PAGE>

                  Supplier hereby grants to StorageTek a worldwide,
                  non-exclusive, license to reproduce, use and distribute any
                  training materials used by Supplier in conducting such
                  training for StorageTek, and to incorporate such training
                  materials into training courses conducted by StorageTek at no
                  charge.

         3.2      Reserved.

         3.3      Reserved.

         3.4      Enhancements.

                  Supplier agrees to consider and negotiate amendments to
                  provide any Enhancements requested by StorageTek. The terms
                  and conditions, including amount to be paid to Supplier,
                  specifications, acceptance criteria and timing for
                  development, under which Supplier may provide such
                  Enhancements shall be set forth in an amendment to this
                  Agreement executed by both parties.

         3.5      Marketing Practices.

                  3.5.1    Upon StorageTek's request, Supplier agrees to provide
                           reasonable sales assistance in the forms of leads,
                           demonstrations, joint briefings of Resellers and
                           Customers, joint participation in technical seminars,
                           and management assistance in sales cycles, as agreed
                           between StorageTek and Supplier from time to time.
                           Supplier shall bear all of its costs associated with
                           performance under this provision, provided however,
                           that for the first six (6) months after the Effective
                           Date of this Agreement, StorageTek shall pay
                           Supplier's reasonable travel and living expenses
                           incurred when StorageTek requests Supplier's
                           assistance in the above sales efforts.

                  3.5.2    For the term of this Agreement, Supplier shall not
                           promote any other Supplier software products during
                           any joint demonstrations, joint briefings of
                           Resellers and Customers, joint participation in
                           technical seminars and in the course of providing
                           support services and Maintenance to StorageTek
                           Resellers and Customers as required under this
                           Agreement.

         3.6      Source Code.

                  Supplier agrees to provide a copy of the source code in
                  support of StorageTek's obligation to release source code to
                  government agencies or any other party requiring source code
                  for escrow purposes in accordance with one or more escrow
                  agreements in form and content substantially as set forth in
                  Schedule B The conditions for release of the escrowed source
                  code of Standard Product shall be


                                     Page 9

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                  limited to StorageTek's liquidation in bankruptcy under
                  Chapter 7 of the Bankruptcy Code or other conditions agreed
                  upon by Supplier. Such Customer's use in the event of release
                  shall be limited to support of the Standard Product solely
                  for such Customer, such Customer shall maintain the
                  confidentiality of such source code and shall not distribute.
                  In the event of any assignment by StorageTek of this Agreement
                  or any rights hereunder, Supplier shall have no obligation to
                  provide source code for escrow under this section. Such escrow
                  agreements will not provide for the modification of such
                  escrow release conditions to include any such assignee's
                  bankruptcy.

Section -4- StorageTek Marketing Obligations

         4.1      Marketing Practices.

                  4.1.1      StorageTek agrees to use reasonable efforts to
                             promote Standard Product to its Resellers and
                             Customers and to Sublicense the Standard Product in
                             a manner consistent with good business practices
                             and the terms of this Agreement.

                  4.1.2      StorageTek shall conduct its business in a
                             professional manner and shall not make any false or
                             misleading statements or representations or fail to
                             make any statement or representation where such
                             omission would be misleading with respect to
                             Supplier or the Standard Product.

                  4.1.3      StorageTek, unless otherwise stated in this
                             Agreement, agrees to bear its costs associated with
                             promotional efforts, including all StorageTek
                             employee compensation, travel and entertainment
                             expenses and demonstration costs.

Section -5- Warranties

         5.1      Warranty of Supplier's Authority.

                  5.1.1      Supplier warrants that Supplier is the sole and
                             original author and owner of Standard Product, as
                             modified from time to time, without encumbrances,
                             or that Supplier has acquired the necessary rights
                             to grant the rights to grant the license hereunder
                             and that Standard Product does not violate any
                             copyright or other proprietary right of any third
                             party and that Supplier has the unrestricted right
                             to enter into and perform this Agreement.


                                    Page 10

<PAGE>

         5.2      Standard Product Warranty.

                  5.2.1      The Current Release and the Prior Release of the
                             applicable Standard Product shall perform to the
                             Standard Product Specification. In the event a
                             failure to so perform, Supplier agrees to correct
                             the failure in accordance with the terms of
                             Schedule C.

                  5.2.2      THE ABOVE WARRANTY IS SUPPLIER'S ONLY WARRANTY AND
                             IS IN LIEU OF ALL OTHER EXPRESS OR IMPLIED
                             WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
                             MERCHANTABILITY AND FITNESS FOR A PARTICULAR
                             PURPOSE, WHICH WARRANTIES ARE SPECIFICALLY
                             DISCLAIMED AND EXCLUDED. THE ABOVE REMEDY IS THE
                             EXCLUSWE REMEDY FOR ANY BREACH OF WARRANTY.

Section -6- Year 2000 Warranty

                  Supplier will ensure Century conformance will follow the ISO
                  Standard 8601 for "Representation of dates and times."

Section -7- Indemnification

         7.1      Supplier Indemnification.

                  In addition to any other rights that StorageTek may have,
                  Supplier shall indemnify, hold harmless and defend StorageTek
                  against any and all loss, damages and expenses, including
                  attorneys' fees, arising out of any claim that the Standard
                  Product supplied hereunder or any part thereof (i) infringes
                  any patent, copyright or trademark issued in the United States
                  or in any country which is a signatory to the Berne Convention
                  on Copyrights or (ii) constitutes a misuse or misappropriation
                  of a trade secret, and Supplier, subject to the Limitation of
                  Liability provision hereof, will indemnify StorageTek against
                  all costs, damages and attorneys' fees finally awarded,
                  whether by judgment, settlement, or otherwise. In the event of
                  any claim of infringement, or in Supplier's judgment such a
                  claim is likely to occur, Supplier may procure the right for
                  StorageTek to continue using the Standard Product pursuant to
                  the Grant of Rights provision or replace or modify the
                  Standard Product so that it performs substantially the same
                  functions but becomes non-infringing. In the event that the
                  aforementioned remedies are not available to the Supplier on a
                  commercially reasonable basis, Supplier may terminate the
                  Agreement with respect to the affected copies and StorageTek
                  shall receive a pro-rata refund of all License Fees paid with
                  respect to infringing copies (based on a five (5) year term)
                  and Maintenance Fees paid by StorageTek to Supplier.


                                    Page 11

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         7.2      Notification and Defense of Claim.

                  Supplier's liability for indemnification of StorageTek under
                  the Indemnification section of this Agreement shall be
                  expressly conditioned on:

                  (a)      StorageTek providing Supplier with prompt written
                           notice of any claim or proceeding for which indemnity
                           is sought hereunder and further providing Supplier
                           with sole authority over and control of the defense
                           or settlement of such claim using counsel of its
                           choosing, and at its expense,

                  (b)      StorageTek cooperating fully with Supplier, at
                           Supplier's expense, in defending or settling any
                           claim or proceeding for which indemnity is sought,
                           such cooperating to include, without limitation,
                           making available all pertinent information under
                           StorageTek's control, and if StorageTek decides to
                           participate in such defense, it may use counsel of
                           its own choosing and at its own expense.

                  (c)      StorageTek shall have no authority to settle any
                           action on behalf of Supplier and no costs or expenses
                           shall be incurred for the account of Supplier without
                           its prior written consent.

         7.3      Exclusion.

                  Supplier shall have no liability to StorageTek to the extent
                  an infringement or other claim is based on the use of other
                  than the currently supported versions of the Standard Product,
                  if such infringement could have been avoided by the use of the
                  currently supported versions and such versions had been made
                  available to StorageTek, but StorageTek, or its Resellers or
                  Customers, with knowledge of actual or possible infringement,
                  chose to retain the previous version of the Standard Product.

                  Supplier shall have no liability to StorageTek to the extent
                  an infringement or other claim is based upon (i) use of the
                  Standard Product in combination with equipment, devices or
                  software which are not furnished to StorageTek by Supplier,
                  (ii) modification of the Standard Product by other than
                  Supplier, or (iii) use of the Standard Product as part of any
                  infringing process.

         7.4      StorageTek Indemnification.

                  StorageTek shall indemnify and hold Supplier harmless in
                  accordance with the provisions of this Section 7 from and
                  against any loss, claim or expense incurred by Supplier as a
                  result of a claim that the modification of the Standard
                  Product by StorageTek other than in accordance with the
                  instructions of Supplier, or its combination with any
                  equipment, software or devices not furnished to StorageTek


                                    Page 12

<PAGE>

                  by Supplier, or use of the Standard Product as part of any
                  process, constitutes such an infringement because of such
                  modification, combination, or use.

         7.5      Entire Liability

                  This Section 7 states the entire liability of Supplier and
                  StorageTek with respect to infringement or alleged
                  infringement by the Standard Product or any part of them or
                  their use or operation.

Section -8- Payments

                  Payments of License Fees and Maintenance Fees to Supplier
                  shall be in U.S. dollars and will be due at the end of the
                  first full Quarter following the commencement of this
                  Agreement and Quarterly thereafter upon distribution of
                  Standard Product to Resellers or Customers by StorageTek and
                  within forty-five (45) days from the last day of the Quarter
                  for which payment is due. "Quarter" shall mean StorageTek's
                  financial accounting three-month period ending in the months
                  of March, June, September, and December. Payments to Supplier
                  for License Fees and Maintenance Fees begin or/are based on
                  the ship date in the Standard Product Quarterly Report for the
                  number of copies Standard Product sublicensed in that quarter
                  by StorageTek or its Resellers. A delayed payment charge of
                  one-half of one percent (.5%) will be paid by StorageTek for
                  each 15-day period (or part thereof) of delay in payment
                  beyond the payment due date where there is no dispute between
                  the parties as to the validity of such payment due.

                  Supplier agrees that in the event StorageTek or Reseller has
                  paid a License Fee with respect to a shipment to a Customer
                  and that Customer returns the Standard Product within one year
                  after shipment by StorageTek or Reseller, StorageTek or
                  Reseller may Sublicense the Standard Product to another
                  Customer without incurring an additional License Fee.

                  StorageTek is responsible for all sales, use and like taxes
                  assessed against Standard Product, except taxes based upon
                  Supplier's annual net income.

Section -9- Fees.

         9.1      License Fees: StorageTek shall pay to Supplier a per copy
                  License Fee for each Sublicense granted by StorageTek or
                  Resellers. The amount paid for each copy of Standard Product
                  distributed by StorageTek pursuant to this Agreement shall be
                  the then-current U.S. list price for the Standard Product less
                  the discount set forth below. The current list prices are set
                  forth in Schedule D attached. All prices are in U.S. dollars.
                  Supplier may change its prices by giving at least ninety (90)
                  calendar days' prior written notice StorageTek, and as of the
                  effective date of any


                                    Page 13

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                  such price change, the amount paid by StorageTek to Supplier
                  with respect to any copy of Standard Product distributed by
                  StorageTek shall change correspondingly. The prices at which
                  StorageTek or any Reseller Sublicense the Standard Product to
                  Customers shall be determined by StorageTek and the Reseller
                  at their sole discretion. Notwithstanding the foregoing, in
                  the event of a price change, within sixty (60) calendar days
                  after receiving notice of a price change, StorageTek may give
                  Supplier notice of currently outstanding bids which have been
                  given to prospective Customers, and the License Fee payable
                  with respect to Standard Product distributed to the prospects
                  on such list shall be the same as would have been the case
                  prior to the price change for a period of nine (9) months
                  after the date of StorageTek's notice to Supplier.

                  9.1.1      License Fee _________

                           a)       StorageTek Solution

                           _____ percent (__%) ________ ___ the then current
                           Supplier US list price for the Standard Product used
                           with any hardware configuration ___ cartridges or
                           less;

                           _____ percent (__%) ________ ___ the then current
                           Supplier US list price for the Standard Product used
                           with any hardware configuration ___ cartridges or
                           more; and

                           After an aggregate of __ _______ of License Fees have
                           been paid to Supplier by StorageTek in any
                           twelve-month period beginning on the date of first
                           shipment of Standard Product, for the remainder of
                           that calendar year and for the following calendar
                           year, the ________ shall be _____ percent (__%) ___
                           of the then-current Supplier U.S. list price for all
                           copies distributed. If less than __ _______ are paid
                           to Supplier in the initial twelve-month period
                           following the first shipment of Standard Product the
                           ________ shall remain at _____ percent (__%); or if
                           less that __ _______ are paid to Supplier in any
                           subsequent calendar year thereafter, the ________
                           shall revert at the beginning of the next calendar
                           year to _____ percent (__%) ___ the then-current U.S.
                           list price for Standard Product for use with any
                           hardware configurations of ___ cartridges or more.

                           b)       Non-StorageTek Solutions

                           _____ percent (__%) ________ ___ the then current
                           Supplier US list price for the Standard Product.


                                    Page 14

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                           [PORTIONS OF THE ABOVE SECTIONS HAVE BEEN OMITTED
                           PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
                           UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
                           AMENDED. A COPY OF THESE SECTIONS WITH THE PORTIONS
                           INTACT HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
                           AND EXCHANGE COMMISSION.]

                           c)       Specific quotations

                           Specific quotations to StorageTek by Supplier
                           expressly made for periods as specified in the quote
                           shall, during any quotation period, take precedence
                           over an amended price list.

                  StorageTek shall track the history of every copy of the
                  Standard Product, including its shipment, version, sale date,
                  and other relevant data, and provide this history to Supplier
                  in the form of a "Standard Product Quarterly Report."
                  StorageTek, on or before the forty-fifth (45th) day following
                  the end of each Quarter, shall prepare and deliver to Supplier
                  the "Standard Product Quarterly Report" detailing the
                  sublicensing of the Standard Product for such Quarter. The
                  cost of each such report shall be borne by StorageTek.
                  Supplier may have an independent nationally recognized
                  auditing firm of Supplier's choice audit the Standard Product
                  Quarterly Reports submitted by StorageTek, subject to the
                  limitation that no more than one audit may be made in any
                  consecutive 12-month period. The cost of each such audit
                  shall, in general, be borne by Supplier. However, if, as a
                  result of an audit, it is determined that the information
                  provided by StorageTek to Supplier for the Quarter subject to
                  audit is less than ninety five percent (95%) accurate
                  regarding sublicensing of Standard Product and related License
                  Fees, then StorageTek shall be required to bear the expense of
                  the audit together with the balance due. However, if the audit
                  discovers that StorageTek has overpaid Supplier, Supplier
                  shall refund the amount of the over payment to StorageTek.
                  StorageTek shall supply all information reasonably requested
                  by such auditing firm, including documents relating to the
                  sublicensing of Standard Product. Supplier shall ensure that
                  auditor is under obligations to treat such information as
                  confidential and proprietary to StorageTek consistent with
                  Supplier's obligations under subsection 12.1 of this
                  Agreement.

         9.2      Maintenance Fees: StorageTek agrees to pay Supplier a monthly
                  maintenance fee for each Sublicense granted by StorageTek.
                  Except as otherwise provide by Schedule C, the monthly
                  maintenance fee shall be _____________________ percent (___%)
                  of the then-current U.S. List Price for the; provided,
                  however, that if a Customer elects not to take software
                  maintenance for Standard Product, StorageTek will not pay a
                  monthly maintenance fee with regards to such Sublicense (and
                  Supplier need not provide Level 2 or Level 3 support as set
                  forth


                                    Page 15

<PAGE>

                  in Schedule C). Supplier agrees that any price increases for
                  maintenance shall increase no more than ____ percent (_%),
                  cumulative per year.

                  [A PORTION OF THIS SECTION HAS BEEN OMITTED PURSUANT TO A
                  REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED. A COPY OF THIS SECTION
                  WITH THE PORTION INTACT HAS BEEN FILED SEPARATELY WITH THE
                  SECURITIES AND EXCHANGE COMMISSION.]

         9.3      StorageTek and Resellers shall not be required to pay License
                  Fees and Maintenance Fees for copies of the Standard Product
                  used only for sales demonstrations, training, support,
                  internal StorageTek education, or problem creation and/or
                  re-creation or internal use in accordance with subsection 2.2
                  hereof.

Section -10- Term and Termination.

         10.1     Term. The term of this Agreement shall commence on the date
                  first written above and shall continue until terminated as
                  provided herein.

         10.2     Termination for default.

                  10.2.1   Either party may terminate this Agreement in the
                           event of default in performance by the other party to
                           this Agreement, provided the aggrieved party gives
                           written notice of such default and the defaulting
                           party has failed to cure to the aggrieved party's
                           satisfaction within ninety (90) days of the date of
                           such notice, unless the parties agree in writing to
                           extend the cure period, except for the breach of
                           Confidentiality, Grant of Rights, Maintenance, Source
                           Code, Escrow Deposit, Payments, or Fees Sections
                           herein, in which case the aggrieved party may
                           terminate this Agreement if the defaulting party has
                           not cured within ten (10) days after receipt of
                           written notice of such material default.

                  10.2.2   In the event that the Agreement is terminated by
                           Supplier for material default by StorageTek, the
                           following shall occur:

                           a)       Except as provided in this Agreement, the
                                    rights and obligations of the parties,
                                    including the rights of StorageTek under the
                                    Grant of Rights Section and the right to
                                    support under Section 11 and Schedule C,
                                    shall cease as of the date of termination,
                                    but the rights and obligations of Customers,
                                    as set forth in the Sublicense agreements
                                    for the Standard Products, are independent
                                    of this Agreement and will survive any
                                    termination of this Agreement.


                                    Page 16

<PAGE>

                           b)       StorageTek shall discontinue use and shall
                                    not divulge, disclose, market or dispose of
                                    Standard Product in any manner and shall
                                    promptly return to Supplier all copies of
                                    Standard Product in StorageTek's possession
                                    and any Documentation, as well as price
                                    lists and other Supplier confidential and
                                    proprietary information, and Supplier's
                                    obligation to escrow source code shall be
                                    limited to those escrows previously
                                    established pursuant to Section 3.6.

                           c)       Upon termination of this Agreement by
                                    Supplier, Supplier shall not be liable to
                                    StorageTek for compensation or for damages
                                    of any kind, whether on account of the loss
                                    by StorageTek of present or prospective
                                    profits on licenses or anticipated licenses,
                                    or expenditures, investments or commitments
                                    made in connection therewith, loss of
                                    goodwill, or on account of indemnities or
                                    severance pay or other concept, or in
                                    connection with establishment, development
                                    or maintenance of StorageTek's business.

                  10.2.3   In the event that Supplier is in material default
                           StorageTek may, in lieu of termination of the
                           Agreement,

                           a)       Suspend payment directly to Supplier for
                                    License and Maintenance Fees and deposit
                                    such Fees to escrow until the material
                                    default is remedied or cured to the
                                    reasonable satisfaction of StorageTek if
                                    curable and if not curable then until
                                    liquidation and payment of StorageTek's
                                    damages, provided that StorageTek commences
                                    and prosecutes an action for such damages
                                    within ninety days of such suspension and
                                    all rights and obligations under this
                                    Agreement shall remain in effect;

                           b)       If Supplier is in material default under
                                    Sections 11 and Schedule C provision of this
                                    Agreement and does not cure within the time
                                    permitted, StorageTek may assume support
                                    obligations of Supplier and StorageTek shall
                                    receive a prorated refund of prepaid annual
                                    Maintenance Fees paid to Supplier, and
                                    StorageTek shall have access to the Standard
                                    Product source code in Escrow Deposit for
                                    the purposes of support____________________
                                    ____________________________ Standard
                                    Product, solely for use in support of
                                    StorageTek solutions created around the
                                    Standard Product, provided that StorageTek
                                    pays Supplier a per copy fee equal to __%
                                    _________________; and

                                    [A PORTION OF THIS SECTION HAS BEEN OMITTED
                                    PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                    TREATMENT UNDER RULE 406 UNDER THE
                                    SECURITIES ACT OF 1933, AS AMENDED. A COPY
                                    OF THIS SECTION WITH THE PORTION INTACT HAS
                                    BEEN FILED SEPARATELY WITH THE SECURITIES
                                    AND EXCHANGE COMMISSION.]

                                    Page 17

<PAGE>

                           c)       Request that Supplier promptly return to
                                    StorageTek all copies in Supplier's
                                    possession of StorageTek confidential and
                                    proprietary information.

                  10.2.4   In the event of termination by either party to this
                           Agreement:

                           a)       Neither party shall be released from
                                    obligations actually incurred prior to the
                                    effective date of termination, including the
                                    obligation to pay for services rendered or
                                    Sublicenses granted and

                           b)       The obligations of the parties which by
                                    their nature are continuing, including
                                    Confidentiality, shall survive any
                                    termination of this Agreement.

         10.3     Limitation of Liability.

                  Each party acknowledges that any breach of its obligations
                  with respect to proprietary rights of the other party will
                  cause such other party irreparable injury for which there are
                  inadequate remedies at law and that such other party shall be
                  entitled to equitable relief in addition to all other remedies
                  available to it.

                  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT,
                  SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR
                  REVENUE OR DATA OR INFORMATION LOSS, INCURRED BY EITHER PARTY
                  OR ANY THIRD PARTY, IN THE PERFORMANCE OF THIS AGREEMENT, OR
                  RELATED TO STANDARD PRODUCT, IMPROVEMENTS OR RELEASES, WHETHER
                  IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR
                  ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
                  DAMAGES, EXCEPT TO THE EXTENT THE FOLLOWING ARE DEEMED TO BE
                  CONSEQUENTIAL IN NATURE: DAMAGES FOR BREACH OF CONFIDENTIALITY
                  OR RESTRICTIONS ON LICENSING OR USE OF STANDARD PRODUCT;
                  MISUSE OF SOURCE CODE; AND PATENT, COPYRIGHT OR TRADE SECRET
                  INFRINGEMENT.


                                    Page 18

<PAGE>

         10.4     Survival.

                  The Confidentiality and Indemnification provisions of this
                  Agreement shall survive any termination of this Agreement.

Section -11- Maintenance.

                  StorageTek and Supplier shall each perform those obligations
                  for technical support of Standard Product in accordance with
                  Schedule C, attached hereto and incorporated by this
                  reference.

Section -12- Miscellaneous

         12.1     Confidentiality.

                  12.1.1   All computer programs, product plans, source code
                           listings, flow charts, marketing and sales
                           information and all other know-how and trade secrets
                           disclosed by StorageTek to Supplier are confidential
                           information of StorageTek and may not be used,
                           disclosed to others or published by Supplier except
                           as permitted by this Agreement.

                  12.1.2   All computer programs, product plans, source code
                           listings, flow charts, marketing and sales
                           information and all other know-how and trade secrets
                           disclosed by Supplier to StorageTek are confidential
                           information of Supplier and may not be used,
                           disclosed to others or published by StorageTek except
                           as permitted by this Agreement.

                  12.1.3   Each party will use the same degree of care as is
                           used by such party to protect its own sensitive
                           information of comparable nature but at least
                           reasonable care to protect the confidential
                           information of the other and will disclose the
                           confidential information to its employees,
                           consultants, agents, or subcontractors only on a
                           need-to-know basis provided such consultants, agents,
                           or subcontractors are under obligations of
                           confidentiality to their respective parties.

                  12.1.4   This Confidentiality provision imposes no obligations
                           upon a party receiving confidential information where
                           such confidential information (a) was in the
                           receiving party's possession before receipt from the
                           disclosing party; (b) is or becomes a matter of
                           public knowledge through no fault of the receiving
                           party; (c) is rightfully received by the receiving
                           party from a third party without a duty of
                           confidentiality; (d) is disclosed by the disclosing
                           party to a third party without a duty of
                           confidentiality on the third party; (e) is
                           independently developed by the receiving party;


                                    Page 19

<PAGE>

                           (f) is disclosed under operation of law; or (g) is
                           disclosed by the receiving party with the disclosing
                           party's prior written approval.

         12.2     Assignment.

                  Either party may assign this Agreement, provided that the
                  assignor shall provide prior written notice to the other party
                  of its intent to assign this Agreement and that the assignee
                  shall have agreed in writing to comply with all the terms and
                  conditions of this Agreement. No assignment shall relieve the
                  assigning party of liability under this Agreement with respect
                  to obligations incurred or actions taken prior to assignment.
                  In the event of an assignment by StorageTek, Supplier shall
                  have no further obligation to provide source code for escrow
                  as described in subsection 3.6.

         12.3     Entire Agreement: Modification.

                  This Agreement together with the several Schedules referenced
                  herein contains the entire understanding of the parties with
                  respect to the worldwide distribution of Standard Product by
                  StorageTek, and supercedes all prior agreements, terms or
                  conditions, written or oral, express or implied with respect
                  to distribution of Standard Product by StorageTek. This
                  Agreement specifically supercedes that certain agreement
                  between Storage Technology of Australia Pty. Limited and
                  Supplier dated April 20th, 1997. No modification or waiver of
                  any provision of this Agreement shall be valid unless in
                  writing and signed by both parties (except with respect to
                  Schedules A, C and D as stated in the Agreement or in the
                  Schedule).

         12.4     Notices.

                  Any notice hereunder by either party shall be given by
                  personal delivery or by sending such notice by certified mail,
                  postage prepaid or by facsimile transmission for which a
                  confirmation of receipt is returned to the other party at its
                  address set forth below or to such other address as shall have
                  been designated in writing. Such notice shall be effective as
                  of its receipt by the party to be notified.

                  To StorageTek:

                  Storage Technology Corporation
                  Attention: Director of Applications Integration
                  2270 South 88th Street - MS 4393
                  Louisville, Colorado 80028-5236
                  (303) 673-3280
                  (303) 673-6221 fax


                                    Page 20

<PAGE>

                  To Supplier:

                  LSC, Inc.
                  Attention: Chief Executive Officer
                  4211 Lexington Avenue North
                  Saint Paul; MN 55126
                  (612) 482-4535

         12.5     No Joint Venture.

                  In all matters relating to this Agreement, both StorageTek and
                  Supplier are independent contractors. Neither party will
                  represent that it has any authority to assume or create any
                  obligation, express or implied, on behalf of the other party,
                  nor to represent the other party as its agent, employee, or in
                  any other capacity. Nothing in this Agreement shall be
                  construed to be a partnership, agency or joint venture.

         12.6     Severability.

                  The terms of this Agreement shall be severable, and if any of
                  them are held invalid or unenforceable such terms shall be
                  adjusted to the extent necessary to cure such invalidity. The
                  invalidity or unenforceability of any one provision shall not
                  affect or impair the validity or enforceability of any other
                  provision.

         12.7     Governing Laws.

                  The validity and interpretation of this Agreement and the
                  rights and obligations of the parties shall be governed by the
                  laws of the State of Colorado.

         12.8     Titles.

                  The titles to the sections of this Agreement are for
                  convenience only and do not in any way limit or amplify the
                  terms and conditions of this Agreement.

         12.9     Rights to Independent Development.

                  Nothing in this Agreement shall be construed to limit
                  StorageTek's right to independently develop or acquire
                  software which is functionally similar to or related to
                  Standard Product. Supplier acknowledges that StorageTek is
                  also in the business of developing, acquiring, and marketing
                  products and licensing such products to third parties.
                  StorageTek and its Resellers, and any other authorized third
                  parties may distribute and license software that competes with
                  Standard Product.


                                    Page 21

<PAGE>

                  StorageTek acknowledges that it has not received a license to
                  use for such independent development any of Supplier's
                  intellectual property, including patents, and that absent an
                  appropriate license from supplier, StorageTek may not use any
                  Supplier property, including any software and all intellectual
                  property right therein, for such development purposes.

                  Nothing in this Agreement shall be construed to limit
                  Supplier's right to independently develop or acquire software
                  which is functionally similar to or competes with StorageTek
                  products. Supplier acknowledges that it has not received a
                  license to use for such independent development any of
                  StorageTek's intellectual property, including patents, and
                  that absent an appropriate license from StorageTek, Supplier
                  may not use any StorageTek property, including any software
                  and all intellectual property right therein for such
                  development purposes.

                  Supplier reserves the right, in its sole discretion, to alter
                  the STANDARD PRODUCT SPECIFICATIONS and to create new products
                  based upon or incorporating the Standard Product. Such new
                  products may become subject to this Agreement and distributed
                  by StorageTek only upon the mutual agreement of the parties.
                  Supplier further reserves the right, without prior approval
                  from or notice to StorageTek, to make changes to the Standard
                  Product which do not materially and adversely affect overall
                  performance.

         12.10    Trademarks

                  12.10.1    Supplier owns or has an interest in certain
                             trademarks, which shall be either identified below
                             or in one or more notices given to StorageTek from
                             time to time, which will be attached hereto and
                             incorporated herein by reference or notice to
                             StorageTek from time to time.

                             StorageTek shall have no right to use the
                             trademarks referenced above or in such writing in
                             connection with its commercial exploitation of
                             Standard Product without Supplier's prior written
                             approval. StorageTek shall protect Supplier's
                             trademark ownership and interest by using
                             appropriate statutory trademark notices. If any
                             StorageTek Documentation uses Supplier's
                             trademarks, such Documentation must be approved by
                             Supplier prior to publication.

                  12.11.2    StorageTek shall not market Standard Product in any
                             way which implies that the above-identified
                             trademarks are proprietary to StorageTek.

                             StorageTek owns or has an interest in the following
                             trademarks or registered trademarks:

                             StorageTek


                                    Page 22

<PAGE>

                             Nearline

                             Iceberg

                             ACSLS

                             Online

                             Further, StorageTek may select and, thereafter, use
                             as a trademark and potentially obtain trademark
                             registration of a term which will be used to
                             identify Standard Product distributed by
                             StorageTek. StorageTek's selected term shall be
                             identified in writing attached hereto and
                             incorporated by reference into this Agreement. The
                             terms and conditions of this Agreement shall govern
                             Supplier's use of the selected term.

                             Supplier may not use such trademarks in any
                             Documentation or publication unless approval is
                             obtained from StorageTek prior to publication.

                             Supplier shall not use the above-identified
                             trademarks in any way which implies that these
                             terms are proprietary to Supplier.

         12.12    Force Majeure.

                  Neither party shall be liable to the other for failure or
                  delay in the performance of an obligation, except the failure
                  to pay any amount due, if such failure or delay is caused by
                  fire, natural disaster, or other similar event beyond such
                  party's control, provided that such party gives prompt written
                  notice of such condition and resumes its performance as soon
                  as possible, and provided further that the other party may
                  terminate this Agreement if such delay continues for a period
                  of thirty (30) days from the date of the event.

         12.13    Export.

                  Neither party shall export, either directly or indirectly, any
                  Standard Product or system incorporating the Standard Product
                  under circumstances requiring an export license from the
                  United States Government without first obtaining said export
                  license.

         12.14    Corporate Authorization.

                  Each signatory by its execution of this Agreement represents
                  that it has appropriate corporate authority to enter into this
                  Agreement.


                                    Page 23

<PAGE>

         IN WITNESS WHEREOF, THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT.


STORAGE TECHNOLOGY CORPORATION                LSC, INC.

By: /s/ Chris Ciszczon                        By: /s/ J.B.  Balogh
    -------------------------------               ------------------------------
Name: Chris Ciszczon                          Name:    J.B.  Balogh
     ------------------------------                -----------------------------
Title: Subcontract Administrator              Title: President/CEO
     ------------------------------                 ----------------------------
Date: September 15, 1997                      Date: September 16, 1997
     ------------------------------                -----------------------------


                                    Page 24

<PAGE>

                                   SCHEDULE A

                         STANDARD PRODUCT SPECIFICATIONS


         Supplier's published specifications and software description(s)

These STANDARD PRODUCT SPECIFICATIONS may be revised from time to time by
Supplier upon notice to StorageTek to reflect changes in the Standard Product
and such revisions shall be incorporated into this Agreement.

                       STORAGE AND ARCHIVE MANAGER--SAM-FS

The Storage and Archive Manager (SAM-FS) is a versatile software package that
provides cost-effective storage management, archival and retrieval services.
SAM-FS automatically and transparently copies files from expensive on-line disk
to less expensive automated storage media, and restores the files back on-line
as needed. SAM-FS automatically manages available disk capacities at specified
thresholds by clearing disk space of copied data.

SAM-FS CAPABILITIES

SAM-FS runs on a Solaris 2.4 or later platform. It presents a transparent
interface for the users and provides the following capabilities:

     Archiving - automatically copies files from disk to archival (tape/optical)
     media.

     Releasing - automatically maintains disk space at specified thresholds by
     clearing files that have been archived.

     Staging - automatically copies files from archival media to disk.

     Recycling - clears expired archive images from archival media.

Archiving with SAM-FS is different from the normal archiving process which
removes both the data and its pointers (metadata) from on-line storage. With
SAM-FS, the archiving operation copies the data from on-line disk storage to one
or more removable media volumes, leaving the original data and its metadata also
on disk storage.

Releasing frees up on-line disk space by removing data that has been archived.
Although the data has been removed, the metadata remains on-line. To the user
the data appears to remain on-line. When a released file is accessed, SAM-FS
automatically stages, or restores, the file to disk cache. For a sequential read
of an off-line file, the read operation tracks directly behind the staging
operation, enabling the user to start working with the file before the entire
file is staged.

As users modify files, archive copies associated with old versions should be
purged. The Recycler identifies removable media volumes with a large proportion
of expired archive copies,


<PAGE>

and rearchives the useful data to different volumes. Once the useful data has
been rearchived, the volume can be relabeled for reuse, or, if an historical
record of file changes is required, the recycled volume can be moved to
long-term off-site storage.

AN UNLIMITED FILE SYSTEM

SAM-FS allows for virtually unlimited file system sizes and number of files in
each file system. In practice it is limited only by the number of disk
partitions that are configured. A SAM-FS file system can expand beyond the
traditional limits by allowing a file system to span multiple partitions/disks,
and by allowing the file mode information to dynamically grow.

SAM-FS enables file system data to be written across multiple disk partitions
through software disk striping.

Another limit associated with a traditional UNIX file system is the total number
of files that can be cataloged in the file system. With SAM-FS, directory
addressing allows for ~ - 1 files and 2"-1 bytes of disk space per file system.
Since the file information (the inodes) are dynamically allocated, the number of
files is dictated by the amount of mass storage.

SAM-FS uses 64-bit addressing and can support individual file sizes up to 2" - 1
bytes. A volume overflow feature allows a single archive file to span multiple
volumes. Volume overflow is useful for very large files that exceed the capacity
of their removable media.

A UFS file system's size is static. With SAM-FS, partitions may be added to the
file system, allowing it to grow as needed. SAM-FS file systems are limited only
by the number of partitions assigned to that file system and dynamically limited
by the storage requirements of the files within that file system.

SAM-FS also provides support for direct network access via ftp, NFS, rcp,
telnet, etc.

DEVICE MANAGEMENT

DEVICE CONFIGURATION

SAM-FS supports optical libraries, tape libraries, optical drives, tape drives,
magnetic disks and disk arrays. A Master Configuration File specifies the
hardware devices to use as disk cache and archive storage devices, and
associates media devices, their robot and disk partitions with their file
system.

STORAGE FAMILY SETS

A SAM-FS file system can span several partitions/disks. The collection of
partitions that make up a file system is known as a storage family set. During
initialization of the file system, each partition in the storage family set is
labeled to identify the family set to which it belongs.


<PAGE>

When a file system is mounted, the storage family set is specified as the mount
device, not the disk partitions.

DISK STORAGE ALLOCATION

SAM-FS uses a patented dual storage allocation unit (DAU) mechanism to address
the trade-off between good storage utilization and good I/O performance.

     1.  A small DAU performs well in a small-file operating environment.
         Storage utilization is very good, but file fragmentation is high,
         resulting in very poor access performance for large files (as the file
         is read, the potential for head repositioning is high, resulting in a
         degraded transfer rate).

     2.  A large DAU performs well in a large-file operating environment with
         good access performance but poor disk utilization for small files.

SAM-FS uses two DAU sizes to allow good access performance for large files
without incurring poor storage utilization for small files. The small DAU is
4096 bytes and the large DAU is 16384 bytes. SAM-FS first maps the file to small
DAUs and, if large enough, maps the rest of the file to large DAUs. The result
is better performance and more complete usage of the magnetic disk.

To ensure that blocks allocated to a given file are in close proximity of each
other, forward allocation is used. When blocks are assigned to a given file it
is very probable that the small blocks will be contiguous in the cylinder. Since
forward allocation applies to all blocks allocated, the next block will have a
high probability of being near the current block. This prevents the overall
scattering of a given file's data blocks which results from the immediate use of
blocks from deleted files. With forward allocation, blocks from deleted files
will be eventually reassigned as a group to new files.

DISK STRIPING

A SAM-FS file system can span multiple partitions by use of software disk
striping to improve access to large files. When a file is created, the physical
blocks assigned may exist on any disk within the storage family set associated
with the file system. It is not a requirement for striped files to exist within
a rigid disk assignment order as it is in most striping implementations.

SAM-FS operates as a file system under Solaris 2, and can utilize the mirroring
capability provided through Sun's DiskSuite.


<PAGE>

REMOVABLE MEDIA

REMOVABLE MEDIA RECORDING AND INTERCHANGE

SAM-FS is designed to process large numbers of varying types of removable media.
SAM-FS labels all removable media with standard volume labels. Tapes are labeled
following the ANSI standard and optical disks are labeled following the ISO/JEC
standard. Each piece of media must be labeled with a unique volume serial name
(VSN). SAM-FS writes all archived data using tar format. The use of tar format
preserves the original filename, owner and group in effect at the time the file
was archived.

SAM-FS supports the standard UNIX file types of regular file, directory file and
symbolic link. In addition, SAJiv1~FS has a file type, designated as a removable
media file, which allows users to access data stored on removable media without
knowing its physical location. A removable A. media file contains the access and
position information that identifies the media and file resident on that volume.

When a user opens a removable media file, SAM-FS requests that the media be
mounted Wit is not already mounted. Information written to or read from the file
is transparently transferred to or from the appropriate physical device.

The SAM-FS historian tracks media that is exported from a library or from a
manually mounted device.

AUTOMATED STORAGE MANAGEMENT

The automated storage management facility of SAM-FS is responsible for managing
on-line storage usage of the disk cache and removable media. SAM-FS provides:

-        Lights out operation: The Archiver runs periodically when in an
         automatic storage management mode. When used with media libraries,
         SAM-FS is able to run without an operator.

-        Compartmentalization of file system name space: Compartmentalization is
         accomplished through the use of archive sets. All archival media are
         associated with one or more archive sets. Data mobility is attained by
         assigning an archive set to a distinct collection of media. The media
         can then be moved to a different SAM-FS system when necessary.

-        Support of a heterogeneous storage medium environment: Up to four
         archive copies of a file can be maintained for each Archive Set. The
         media for each copy can be different to meet the specific requirements
         of the owner of the Archive Set.

SAM-FS automated storage management is accomplished by four operations:
Archiving, Releasing, Staging and Recycling.


<PAGE>

ARCHIVING

Placing a file in a SAM-FS file system triggers the archiving operation. The
Archiver periodically scans each SAM-FS file system, examining the status of the
files. SAM-FS automatically makes one archive copy of the file on removable
media. To provide additional protection against damage or loss of data, the
system administrator can choose to make up to four archive copies simultaneously
on a variety of media.

To ensure that files are complete before archiving, the Archiver allows files to
age for a period of time (archive age) before archiving the file.

SAM-FS provides for archive sets, which are groupings of files that match
criteria such as minimum size, maximum size, owner, group or directory location.
Each archive set is associated with a collection of removable media. Archive
sets control the destination of the archive copy, wait time before the file is
archived, and the length of time to retain the archive copy.

In addition to the default archive time set by the system administrator, the
user has the option to:

     1.   Archive a file immediately.

     2.   Never archive a file (super-user only).

The Archiver consists of three programs: archiver, arfind and arcopy. archiver
i~ responsible for scheduling the archiving activity. arfind assigns files to be
archived to archive sets. arcopy copies the files to be archived to the selected
media.

RELEASING

A high and low threshold are used to manage the usage of the disk cache. When
disk space exceeds the high threshold, archived files are automatically released
until the available disk space reaches the low threshold.

The user has the option to:

     1.   Release a file immediately after one or more archive copies are
          generated.

     2.   Never release the file (super-user only).

     3.   Partial release, which retains the first portion of the file on disk
          cache to avoid unnecessary staging by applications which read only the
          beginning of the file.

It is possible to fill up the disk cache because writing to magnetic disk occurs
at a much greater rate than writing to removable media. If the disk cache is
full, writes are suspended until files are archived and disk space is made
available by the releaser.


<PAGE>

STAGING

Staging is automatically done by default when an off-line file is accessed. For
a sequential read of a near-line file, the read operation tracks along directly
behind the staging operation. This means that the stage does not have to be
complete before the system begins returning data to the user. SAM-FS responds to
the user's request when that portion of the file needed to satisf5r the request
has been staged back on line.

The user is given the flexibility to:

     1.   Stage the file immediately: There is an option to wait or not wait for
          the stage to complete.

     2.   Never stage the file: Some applications randomly access small records
          from many large files. To facilitate the efficient use of on-line
          storage and provide quick access to near-line data, a file can be
          marked with the "never stage" attribute. This means the file will be
          accessed directly from the removable media. No stage to disk cache is
          done and the file remains off-line. Direct access allows large
          near-line databases to be efficiently accessed. Direct access is
          supported on files which are resident on tape or optical disk.

     3.   Stage all the files in a directory when only one file is accessed
          (Associative Staging-TM- is discussed below).

     4.   Prestage the file: For applications which need to access large
          portions of the data, the file can be pre-staged to disk. Although not
          a requirement on the part of the user, pre-staging may provide
          improved usage of device resources by allowing stage requests for
          files resident on the same archive media to be batched together.

ASSOCIATING FILES

SAM-FS allows you to associate files within a directory in order to reduce
manual intervention by the user, speed up access to related files, and reduce
robot motion, media shuffling, and media positioning. The two attributes that
can be assigned to related files are referred to as Associative Staging and
Associative Archiving.

ASSOCIATIVE ARCHIVING-TM-

Associative Archiving is a new attribute of SAM-FS that, when enabled, changes
the way the associated files are grouped on the media when archived. The regular
method uses an algorithm that packs as many files on the media as possible,
thereby making the best use of media capacity (this is default). Associative
Archiving allows for faster archival and staging of files that are associated
since they are archived together in the same tar image on the media.


<PAGE>

ASSOCIATIVE STAGING-TM-

When the Associative Staging attribute is enabled, accessing, and thereby
staging a file, causes every file associated with that requested file to be
staged as well.

Staging of the initial file proceeds normally, however, the other files with the
Associative Staging attribute enabled are also staged; therefore, when the user
requests them, they are immediately available.

The Associative Staging feature is optimized when used in conjunction with
Associative Archiving.

ARCHIVING VS BACKUP

The differences between archiving and backing up are:

     1.  After SAM-FS has archived a file, its alternate copies exist for the
         life of the file and need not be stored on any other medium, including
         on-line storage.

     2.  The archive mechanism of SAM-FS provides immediate availability of an
         archived file. Through SAM-FS the operating system views off-line
         archive storage as an addressable extension of the primary on-line disk
         storage.

Archiving provides control over data storage costs and vulnerability. Archived
data residing in off-line storage no longer needs to remain on-line. Files
archived by the system can be considered backed up. Short-term and
often-referenced data can be stored on-line on disk, and long-term data stored
either on tape or optical disk.

Backup systems make a snapshot of the current state of the file system. Recovery
of a file (usually due to loss) involves an extraction process which copies the
file from the backup media on to on-line storage. SAM-FS provides a backup
utility samfsdump for backing up metadata.

DATA INTEGRITY

PROTECTING DATA

SAM-FS provides a framework to help protect data against accidental loss:

     -    Supports disk arrays for on-line storage.

     -    Archives data in standard tar format. tar stands for tape archive and
          is an open, non-proprietary standard for archiving. Almost all UNIX
          systems can read data written in tar format. Because all SAM-FS data
          is recorded to removable media in tar format, it is easy to access in
          a disaster recovery situation with or without the SAM-FS software.

     -    Makes up to four simultaneous archive copies for on-site and off-site
          storage.


<PAGE>

     -    Allows multiple media types for each of the archive copies.

     -    Automatically archives files to distinct media sets for redundant
          off-site storage.

     -    Immediately detects files damaged due to disk failure.

     -    Checksum verification feature enables users to determine if files have
          been modified during the time they were archived to removable media.

RECOVERY FROM DISK FAILURE

When a disk fails, SAM-FS is capable of recovering all archived data.

With SAM-FS the recovery from a disk failure is very quick, usually a matter of
minutes. All that is needed to recover is to reload the metadata on a new disk
using the samfsrestore utility. The archived data on removable media is complete
and does not have to be staged into the new disk.

If the file is not archived, the data resident on the magnetic disk is lost. The
file is marked as "damaged." A damaged file notifies end users that their file
is unusable and should be recreated. A damaged file can only be removed.
Detection of damage at the time the incident occurs significantly increases the
chances that the lost data can be recovered, reconstructed or regenerated by
other means.

SYSTEM ARCHITECTURE

SAM-FS software contains a file system module, system processes, graphical
administrative tools, system administrator commands and user commands. Within
the Solaris operating system, SAMFS uses a portion of shared memory to manage
the SAM-FS file systems. Commands and processes reference the shared memory
segment to manage the data. Figure 1 shows the structure of SAM-FS.


               [DIAGRAM OF ADMINISTRATOR INTERFACE AND PROCESSES]

Figure 1--SAM-FS structure

FILE SYSTEM

SAM-FS uses the Solaris virtual file system (vfs) interface. All requests for
SAM-FS resident files are first intercepted by the kernel, as with any file
request. The file is identified as SAM-FS resident and the request is passed to
SAM-FS.


<PAGE>

SYSTEM PROCESSES

SAM-INIT

The SAM-FS master process is sam-init. It is automatically started by the first
mount of a SAM-FS file system, and controls the removable media processes:
robots and scanner. robots manages robotically mounted media and scanner manages
manually mounted media. sam-init also controls the archive process, archiver;
the release process, releaser; the associative staging process, stageall; the
recycling process, recycler; and the remote request server, rpc.sam.

SCANNER

All manually-loaded peripheral devices are monitored by the device scanner, as
is the media request queue. When the scanner observes the presence of requested
media on a particular device (depending upon access restrictions that are
currently imposed) the device scanner instructs SAMFS to connect the device with
the open file that is requesting the media. At this point the job is awakened
and processing continues. The device remains assigned until the file is closed.

MEDIA LIBRARIES

The media library manager manages requests for media, maintains an inventory of
media in the library and manages the movement of media between storage slots and
drives. Media libraries are considered to be family set devices. A library and
the drives contained within the library are members of the family set. The media
library manager monitors the request queue, and schedules the automatic mounting
of requested media including the issuing of robotic motion-control instructions
to the device. Once the media is present on one of the member drives, the media
library manager detects it and completes the connection between user and device.
Upon completion, the device retains the media for future use, until files on
another media are requested.

ARCHIVER

The Archiver selects files to be copied onto their targeted removable media. All
archived files are recorded in tar format to ensure data compatibility and
mobility with other Solaris and non-Solaris systems.

Each file system is logically organized into archive sets. The archive sets
allow grouping files together for copying to removable media. There is no
software limit imposed on the number of archive sets.


<PAGE>

RELEASER

The releaser attempts to release the disk space of archived files on a file
system until the low-water mark is reached. The releaser is started
automatically when the disk cache reaches the high-water mark. A weighting
factor is used to determine which files should be released first.

The releaser builds an ordered list of the files that have been archived. The
position of a file in the list is determined by a priority based on file size
and the age since last accessed or modified. Starting at the top of the list,
the disk space used by each file is released until the low-water mark has been
reached. If the list is exhausted before the low-water mark is reached, the
process is repeated.

RECYCLER

When a library exceeds its high threshold, the Recycler searches for media with
small amounts of useful data, copies the useful data to other media and recycles
the original medium using the same VSN, freeing up the VSN for reuse.

WINDOW-BASED ADMINISTRATIVE (GUI) TOOLS

SAM-FS provides X Window System based graphical user interface tools for
managing and viewing information about the libraries, devices, and pending mount
requests associated with SAM-FS. These tools provide a simple point-and-click
interface for specifying the type of information to be displayed and the actions
to be performed.

The available tools are samtool, robottool, devicetool and previewtool. samtool
acts as a launcher program, providing a simple interface for starting the other
tools; it also contains on-line help, displaying a brief description of each of
the tools. devicetool displays information about and manages individual devices.
Mount requests are displayed and can be cleared using previewtool. robottool
displays information about and manages media libraries.

robottool presents a graphical user interface for viewing information about and
managing the media libraries associated with SAM-FS. When a library is selected,
the VSN catalog and devices associated with that library are displayed, and the
buttons for the commands appropriate to the selected library and its state
become active. The possible actions are Full Audit, Change State, Import Media,
and Unload. Selecting Full Audit causes an audit of every VSN in the library to
be performed. Change State is an abbreviated menu button used to change the
state of the library. Possible states are on, idle, off and down. Import Media
tells the library to take in the piece of media that is placed in its mailbox.
Selecting Unload causes the library to unload the piece of media that is
currently in the device.

devicetool, presents a graphical user interface for viewing information about
and managing individual devices associated with SAM-FS. When a device is
selected, the buttons for actions appropriate for that device type are activated
below the display. Possible actions are Change State, Unload, Audit, and Label.


<PAGE>

previewtool is a graphical user interface for viewing and managing pending mount
requests. A curses-based command, samu, is provided for displays that do not
support X. Functionality of each of the GUIs is incorporated into samu.

SYSTEM ADMINISTRATOR COMMANDS

SAM-FS provides the system administrator with several commands to administer the
file system and manage removable media. Some of these commands are shown in
Figure 2.

<TABLE>
<CAPTION>

-------------------------- -------------------------------------------------------------------------------------------
COMMAND                    DESCRIPTION
<S>                        <C>
archive_audit              Generate an audit of all archived files by media type and VSN.

export                     Export media from a library.

import                     Import media from a library.

itemize                    Generate a list of files catalogued on a given
                           optical disk or tape. Also generate a list of optical
                           disks or tapes cataloged in a library.

odlabel                    Label optical media.

tplabel                    Label tape media.

samdev                     Add /dev/samst entries for media libraries, optical disk and tape drives attached to the
                           system.

samfsdump                  Dump file control structure data.

samfsrestore               Restore file control structure data.

sammkfs                    Construct a new samfs file system.

samu                       Execute SAM-FS operator utility.

unarchive                  Delete archive entries.
-------------------------- -------------------------------------------------------------------------------------------
</TABLE>
Figure--2-SAM-FS system administrator commands

USER COMMANDS

To support the SAM-FS data storage environment, a number of new commands have
been added to the standard UNIX command interface. Other standard commands have
been enhanced to encompass the added SAM-FS features. Figure 3 summarizes the
additional commands which augment the standard command interface presented to
the user.


<PAGE>

<TABLE>
<CAPTION>

-------------------------- -----------------------------------------------------------------
COMMAND                    DESCRIPTION
<S>                        <C>
archive                    Copy files from magnetic disk cache to removable media.

release                    Release the disk space of archived files.

request                    Create a removable media file.

sfind                      Search for files in a directory hierarchy.

sls                        List directory contents.

stage                      Stage archived files from removable media to magnetic disk cache.
-------------------------- -----------------------------------------------------------------
</TABLE>
Figure 3--SAM-FS commands added to the UNIX command interface

OPERATOR PRIVILEGE LEVELS

Administrators can create an operator group with defined permissible operator
tasks. This operator group is not super-user privileged, but has the ability to
perform operator-type functions, such as clearing tape mount requests and
changing device states.

APPLICATION PROGRAMMER INTERFACE (API)

The API allows SAM-FS requests to be made from within an application program
and, optionally from another machine on the network.

When a request is made, the process or program making the request is the CLIENT
process or program, running on the CLIENT machine. The requests are received and
processed by the SERVER, running on the SERVER, or HOST machine. For SAM-FS the
server machine is always the machine where SAM-FS is running.

Two API libraries are available with SAM-FS: libsam and libsamrpc. The library
calls in libsam do not do network communications; they make local requests only.
Each library call makes a system call, and the server is the local operating
system.

The library calls in libsamrpc use Remote Procedure Calls (RPC) to communicate
with a special server process. Because of the RPC mechanism, the client and
server can exist on the same machine or on differing machines in the network.
The server process always runs on the machine where SAM-FS is running.

STANDARDS CONFORMANCE

SAM-FS is designed to incorporate standard technology. Not only does this
protect customer investment, it also provides the greatest possible connectivity
and media interchange with other computing environments.


<PAGE>

     -    Sun Solaris is the host operating system.

     -    Tape media is labeled according to ANSI standards. Optical media is
          labeled according to ISO/IEC standards. SAM-FS written media can be
          read on other systems including non-UNIX systems.

     -    Archive copies are written in tar format, preserving not only data but
          also the original path name, ownership and access control. tar is a
          universal interchangeable recording format with all UNIX systems, and
          has translators capable of reading tar images on many non-UNIX
          systems.

     -    File operations (e.g., open, read, write, close, etc.) are transparent
          for on-line magnetic disk files, off-line archive files, or removable
          media.

     -    Standard network protocols and applications (e.g., FTP, NFS, rcp,
          etc.) are supported.

     -    A wide range of disk, tape and optical peripherals are supported.


<PAGE>

                                    GLOSSARY

<TABLE>

------------------------------ -------------------------------------------------
<S>                            <C>
Archiver                       The archive program, which automatically controls
                               the archiving of files to removable media.
------------------------------ -------------------------------------------------
Archive Storage                Copies of file data that have been created on
                               removable media for the purpose of long-term
                               off-line storage.
------------------------------ -------------------------------------------------
Backup Storage                 A snapshot of a collection of files for the
                               expressed purpose of preventing inadvertent
                               loss. A backup includes both the file's
                               attributes as well as the file's associated
                               data.
------------------------------ -------------------------------------------------
DAU                            Disk Allocation Unit. A basic unit of on-line
                               storage. The SAM-FS uses two sizes; a small
                               (4096 bytes) and a large (16384 bytes).

------------------------------ -------------------------------------------------
Device Scanner                 A function of SAM-FS that periodically monitors
                               the presence of all SAM-FS manually-mounted
                               removable devices and detects the presence of
                               mounted media that may be requested by a user or
                               other process.
------------------------------ -------------------------------------------------
Devicetool                     SAM-FS administrative tool with graphical user
                               interface for viewing information about and
                               managing individual devices.
------------------------------ -------------------------------------------------
Disk  Striping                 The process of recording a file across several
                               disks, thereby improving access performance and
                               increasing overall storage capacity.
------------------------------ -------------------------------------------------
Direct Access                  A file attribute that designates that a near-line
                               file can be accessed directly from the archive
                               media and need not be staged on-line for access.
------------------------------ -------------------------------------------------
Directory                      A file data structure pointing to other files
                               and directories within the file system.
------------------------------ -------------------------------------------------
Thresholds                     Thresholds that define the desirable available
                               storage window for on-line storage. These
                               thresholds instruct and set the storage goals for
                               the releaser.
------------------------------ -------------------------------------------------
Family Set                     A storage set that is represented by a group of
                               independent devices such as a collection of
                               disks, or the drives mounted within a media
                               library.
------------------------------ -------------------------------------------------
File System                    A hierarchical collection of files and
                               directories. The file system is a common contact
                               point for the user and influences the user's view
                               of the operating system.
------------------------------ -------------------------------------------------
FTP                            File Transfer Protocol. An Internet protocol for
                               transferring files between two hosts over a
                               TCPIJP based network.
------------------------------ -------------------------------------------------
Inode                          Index Node. A data structure used by the file
                               system to describe a file. An inode describes
                               all the attributes associated with a file such
                               as ownership, and where the file is allocated on
                               the disk system.
------------------------------ -------------------------------------------------
Inode File                     A special file on the SAM-FS that contains the
                               mode structures for all files resident in the
                               file system.
------------------------------ -------------------------------------------------
Kernel                         The central controlling program that provides
                               basic system facilities. The UNIX kernel creates
                               and manages processes, provides functions to
                               access the file system, provides general
                               security, and supplies communication facilities.
------------------------------ -------------------------------------------------


<PAGE>

------------------------------ -------------------------------------------------
MCF                            Master Configuration File. A file that is read
                               at initialization time and defines the device
                               topology for a SAM-FS server.
------------------------------ -------------------------------------------------
Media Library                  A robotically-controlled device designed to
                               automatically load and unload removable media
                               without operator intervention.
------------------------------ -------------------------------------------------
Media Recycling                The process of recycling or reusing archive media
                               with low utilization. This is media with few
                               active files.
------------------------------ -------------------------------------------------
Name Space                     The portion of a collection of files that
                               identifies the file, its attributes and its
                               storage locations.
------------------------------ -------------------------------------------------
Near-line Storage              Storage that is removable and requires
                               robotic-mounting before it can be accessed.
                               Near-line storage is usually less expensive than
                               on-line storage but requires a somewhat longer
                               access time.
------------------------------ -------------------------------------------------
NFS                            Network File System. A file system/protocol
                               which allows a UNIX file system to be remotely
                               mounted via a network.
------------------------------ -------------------------------------------------
Off-line Storage Off-          Storage that requires operator intervention for
site Storage                   mounting.
------------------------------ -------------------------------------------------
On-line Storage                Storage that is located remote from the primary
                               storage facility and is used for disaster
                               recovery planning.
------------------------------ -------------------------------------------------
Optical Disk                   Storage that is immediately available, such as
                               disk storage. A removable storage medium that is
                               written and read with laser beams.
------------------------------ -------------------------------------------------
Previewtool                    SAM-FS administrative tool with graphical user
                               interface for viewing and managing pending mount
                               requests.
------------------------------ -------------------------------------------------
Releaser                       The disk space releaser program, which
                               automatically controls the amount of on-line disk
                               storage to high and low thresholds.
------------------------------ -------------------------------------------------
Removable Media File           A special type of user file used to access
                               removable media such as magnetic tape or optical
                               disk.
------------------------------ -------------------------------------------------
Robottool                      SAM-FS administrative tool with graphical user
                               interface for viewing and managing media
                               libraries.
------------------------------ -------------------------------------------------
RPC                            Remote Procedure Calls. The underlying data
                               exchange mechanism used by NFS. It can be used
                               to implement any custom network data server.
------------------------------ -------------------------------------------------
samfsdump                      Samfsdump creates a control structure dump.
                               samfsdump copies all the control structure
                               information for a given group of files. It is
                               analogous to the UNIX tar utility, but it does
                               not copy any data.
------------------------------ -------------------------------------------------
samfsrestore                   samfsrestore restores a control structure dump.
------------------------------ -------------------------------------------------
samtool                        SAM-FS administrative tool with graphical user
                               interface for starting robottool, devicetool and
                               previewtool.
------------------------------ -------------------------------------------------
SCSI                           Small Computer System Interface. An electrical
                               and communication specification commonly used
                               for peripheral devices.
------------------------------ -------------------------------------------------

<PAGE>

------------------------------ -------------------------------------------------
Staging                        The process of copying a near-or off-line file
                               from its archive storage back onto on-line
                               storage.
------------------------------ -------------------------------------------------
Storage Family Set             A set of disks that are collectively represented
                               by a single disk family device.
------------------------------ -------------------------------------------------
tar                            Tape ARchive. A standard file/data recording
                               format used by SAM-FS for archive images.
------------------------------ -------------------------------------------------
TCP/IP                         Transmission Control Protocol/Internet Protocol.
                               The Internet protocols responsible for
                               host-to-host addressing and routing and packet
                               delivery (IP), and reliable delivery of data
                               between application points (TCP).
------------------------------ -------------------------------------------------
SAM-FS                         The LSC Storage and Archive Manager File System.
                               SAM-FS controls the access to all files stored
                               and all devices configured in the MCF.
------------------------------ -------------------------------------------------
VSN                            Volume Serial Name. A logical identifier for
                               magnetic tape and optical disk that is written
                               in the volume label.
------------------------------ -------------------------------------------------
WORM                           Write Once Read Many. A storage classification
                               for media that can be written only once, but can
                               be read many times.
------------------------------ -------------------------------------------------
</TABLE>


<PAGE>

                                   SCHEDULE B

                                ESCROW AGREEMENT

                            SOFTWARE ESCROW AGREEMENT

                      Licensor Account Number______________


This Software Escrow Agreement ("Agreement') is effective this ___ day of _____,
1997 ("Effective Date"), by and among Data Securities International, Inc.
("DSI") and Storage Technology Corporation ("Licensee") and LSC, Inc.
("Licensor").

Licensor and Licensee hereby reference the terms and conditions contained in
that certain. Software Distribution Agreement and associated schedules
(collectively referred to herein as "License Agreement") which is dated
__________, ____, 1997, and is by and between Licensor and Licensee. Licensor
and Licensee acknowledge that DSI has no knowledge of the terms and conditions
contained in the License Agreement and that DSI's only obligations shall be as
set forth herein or in any other writing signed by DSI, Licensor and Licensee.

Notices, invoices and other communications to Licensee should be sent to:

Storage Technology Corporation
Attention:  Designated Representative (purchasing manager)
2270 South 88th Street- MS 5236
Louisville, Colorado 80028-5236
(303) 673-5151

All contracts, deposit materials and notices to DSI must be sent to:

Data Securities International, Inc.
Attention:  Contract Administration
6165 Greenwich Drive, #220
San Diego, California 92121
(619) 437-5199

Notices, invoices and other communications to Licensor should be sent to:

Licensor:         LSC, Inc.
Address:          4211 Lexington Avenue North
                  Saint Paul; MN 55126

Designated Representative:  Chief Executive Officer
Phone:  (612) 482-4535


                                     Page 1

<PAGE>

WHEREAS, Licensee has entered into the License Agreement with Licensor for the
use of certain object code versions of software.

WHEREAS, availability of or access to Licensor's source code, design information
and other technical information as further defined herein ("Proprietary Data")
is critical to Licensee in the conduct of its business in the event that
Licensor cannot or does not support the software as provided in the License
Agreement, and also for the purpose of creation of similar escrows for the
benefit of Licensee's customers for release should Licensee file for liquidation
under Chapter 7 of the Bankruptcy Code; and

WHEREAS, Licensor has deposited with DSI the Proprietary Data to provide for
retention and. controlled access by Licensee and/or Licensee's customers under
the conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby. acknowledged, and in consideration of the promises, mutual covenants and
conditions contained herein, the parties hereto agree as follows:

                                    ARTICLE 1

DEPOSIT. The "Deposit" consists of all Proprietary Data deposited by Licensor to
DSI as specified by the accompanying document(s) called a "Description of
Deposit Materials" hereinafter referred to as Exhibit B which may consist of
more than one page.

SUPPLEMENTAL DEPOSIT. A "Supplemental Deposit" will include any Proprietary Data
added to the Deposit. Licensor will submit the Supplemental Deposit accompanied
by an additional Exhibit B to DSI. Within ten (10) days of acceptance by DSI of
such Supplemental Deposit, DSI shall notify Licensee by issuing to Licensee a
copy of the additional Exhibit B.

DEPOSIT CHANGES. Pursuant to this Agreement the Licensor shall have the right to
update the Deposit with Supplemental Deposits ("Deposit Change") throughout the
existence of the escrow. DSI shall be under no obligation to process Deposit
Changes for which the service fees have not been paid. Licensee will pay all
fees to DSI under this Agreement, including service fees for Deposit Changes,
and Licensor shall have no liability for DSI's refusal to accept a Deposit
Change for which service fees have not been paid.

UPDATING OBLIGATIONS. Licensor agrees to perform a Deposit Change on a regular
basis, not to exceed one update per calendar quarter, to ensure that the Deposit
is substantially in conformance with the then current version of the software.

EXHIBIT A. Certain documents containing additional terms and conditions are
attached hereto as Exhibit A.

CUSTOMER ESCROWS. Upon receipt of an escrow agreement between Licensee, any of
its customers and DSI in the form of Exhibit C hereto, and only in that form,
DSI is hereby authorized to create a copy of the Deposit for such escrow
agreement. Any changes to any part


                                     Page 2

<PAGE>

of that form (other than contact names and addresses) must be approved in
advance by Licensor. Licensor hereby grants to DSI the right to perform DSI's
obligations as set forth in the form of escrow agreement attached hereto as
Exhibit C. Within fifteen (15) days of entering into any such escrow agreement,
DSI shall send by certified mail to Licensor a copy of such escrow agreement.
Upon receipt of notice that Licensee has assigned any of its rights under the
License Agreement, or upon expiration of this Agreement, DSI shall no longer be
authorized to, and shall not, create a copy or copies of the Deposit for any
such escrow agreements entered into after the date of receipt of such notice.
The parties acknowledge and agree that Licensor shall have the rights afforded
to suppliers under such escrow agreements including Articles 5,7 and 12 of such
agreements. Without limiting the preceding sentence, DSI specifically agrees to
protect Licensor's interests in the Deposit and to give Licensor all notices or
copies as provided in such escrow agreements and to refrain from releasing the
Deposit in the event of the receipt of contrary instructions from Licensor under
such escrow agreements.

                                    ARTICLE 2

OBLIGATIONS OF DATA SECURITIES INTERNATIONAL, INC. DSI has established a
receptacle(s) in which it has placed the Deposit and has put the receptacle
under the control of one or more of its officers, selected by DSI, whose
identity shall be available to Licensor and Licensee at all times to ensure the
security of the Deposit and to prevent unauthorized access to the Deposit. DSI
shall exercise that high level of care in carrying out the terms of this
Agreement as DSI would use to protect items of this nature which DSI might own.

If the Exhibit A permits verification of the Deposit and if Licensee separately
contracts and pays for verification, DSI shall perform verification services to
determine the accuracy and completeness of the Deposit as described in Exhibit
A, and the sufficiency of such Deposit to permit persons experienced in the
business of software support and maintenance and having the appropriate level of
technical skill, including familiarity with UNIX and other required languages,
to adequately support and maintain the software products which comprise the
Deposit.

Unless separately agreed to by DSI as provided for hereunder, DSI shall bear no
obligation or responsibility whatsoever to determine the completeness or
accuracy of the Deposit or whether or not the materials contained in the Deposit
are or are not Proprietary Data as contemplated herein.

                                    ARTICLE 3

TERM OF AGREEMENT. This Agreement will have an initial term of one year,
commencing on the Effective Date of this Agreement . This Agreement may be
renewed for additional one-year periods upon payment by Licensee of the fees due
DSI. In the event that the renewal fees are not received within thirty (30) days
before the expiration date, DSI shall so notify in writing Licensor and Licensee
of Licensee's failure to pay the renewal fee. If the renewal fees are not
received within thirty (30) days after the notice was delivered, this Agreement
will expire without further notice and without liability to any other party.


                                     Page 3

<PAGE>

RENEWAL FEES. In the event that Licensee pays the renewal fees pursuant to the
notice of the thirty (30) day expiration of the renewal period, DSI shall notify
Licensor. If Licensor is of the opinion that any necessary condition for renewal
contained in this Agreement or the License Agreement has not been met, Licensor
may so notify DSI and Licensee in writing. Any resulting dispute as to the
occurrence of the condition will be resolved pursuant to the Dispute Resolution
Process defined in the Exhibit.

                                    ARTICLE 4

DISPOSITION OF DEPOSIT ON TERMINATION. In addition to termination for nonpayment
of fees as provided in Article 3, this Agreement will terminate upon the receipt
of joint instructions from Licensee and Licensor or upon the release of the
Deposit to Licensor under Articles 5 and 6. Upon termination of this Agreement
upon receipt of joint instruction, DSI shall destroy, return, or otherwise
deliver the Deposit in accordance with such instructions. Upon termination for
nonpayment, DSI shall return the Deposit to Licensor.

SURVIVAL. Upon termination of this Agreement and disposition of the Deposit as
set forth above, all duties of DSI shall terminate except the duties to Licensor
and Licensee of confidentiality.

                                    ARTICLE 5

FILING FOR RELEASE OF DEPOSIT BY LICENSEE. Licensee shall have the right to file
for the release of the Deposit by delivering to DSI an affidavit executed by an
executive officer of Licensee stating that a "Release Condition" (as defined in
Exhibit A) has been met. If DSI receives an affidavit asking for release of the
Deposit from Licensee, DSI shall so notify Licensor by certified mail, return
receipt requested, or commercial express courier service, with a copy of the
notice from Licensee. DSI also agrees to immediately attempt to notify Licensor
by telephone of the Deposit release request. If Licensor provides contrary
instruction as defined in this Article within ten (10) working days of the
delivery, or attempted delivery with appropriate documentary evidence of such,
of the notice to Licensor, DSI shall not deliver a copy of the Deposit to the
Licensee.

CONTRARY INSTRUCTION. For the purpose of this article, contrary instruction
means the filing of an affidavit or declaration executed by an officer of
Licensor or Licensee, as the case may be, or a corporate officer's designated
representative with DSI stating that a Release Condition has not occurred or
that the Release Condition has been cured. The party filing the affidavit shall
send a copy of said affidavit or declaration by certified mail to the party
whose rights in the Deposit would be affected. Upon receipt of contrary
instruction, DSI shall not deliver a copy of the Deposit and shall continue to
retain the Deposit until otherwise directed by Licensee and Licensor jointly or
until resolution of the dispute as to the occurrence of a Release Condition
pursuant to the Dispute Resolution Process as defined in the Exhibit A or by a
court of competent jurisdiction has occurred.

Filing for Return of Deposit by Licensor and Termination of Escrow. Licensor
shall have the right to file for the return of the Deposit and termination of
the escrow by delivering to DSI an affidavit executed by an executive officer of
Licensor stating that a "Release Condition" (as


                                     Page 4

<PAGE>

defined in Exhibit A) required for the release of the Deposit to Licensor and
termination of the. Escrow has been met. If DSI receives an affidavit asking for
release of the from Licensor, DSI shall so notify Licensee by certified mail,
return receipt requested, or commercial express courier service, with a copy of
the notice from Licensor. DSI also agrees to immediately attempt to notify
Licensee by telephone of the Deposit release request. If Licensee provides
contrary instruction as defined in this Article within ten (10) working days of
the delivery, or attempted delivery with appropriate documentary evidence of
such, of the notice to Licensee, DSI shall not deliver a copy of the Deposit to
Licensor.

                                    ARTICLE 6

RELEASE OF DEPOSIT TO LICENSEE. In the event that DSI does not receive contrary
instruction with respect to a request for release filed by Licensee as defined
in Article 5, DSI is authorized to release the Deposit to Licensee. Fees will be
paid by the Licensee for copying and distribution.

Licensee agrees that the Deposit, upon release to Licensee, shall be subject to
the limited license granted in the License Agreement for use of the Deposit. No
ownership right to the Deposit shall be transferred to Licensee upon release,
and all confidentiality obligations shall apply. Licensee may only use the
Deposit in accordance with the terms and conditions of the License Agreement.

Licensor grants to DSI the irrevocable right to copy or reproduce the Deposit as
it exists at the time of the request for release of the Deposit. DSI may
exercise the above rights only in furtherance of its obligations under this
Agreement.

RELEASE OF DEPOSIT TO LICENSOR. In the event that DSI does not receive contrary
instruction with respect to a request for release filed by Licensor as defined
in Article 5, DSI is authorized to and will release the Deposit to Licensor.

RELEASE FEES. In no event will the release fees for one party contain any unpaid
amounts previously due to DSI from the other party.

                                    ARTICLE 7

NON-DISCLOSURE. Except as provided in this Agreement, DSI agrees that it shall
not divulge, disclose, make available to third parties or make any use
whatsoever of the Deposit or any associated Deposit information, including all
information concerning the Licensee or Licensor received in connection with this
Agreement or associated Exhibits, without the express written consent of
Licensor with respect to the Deposit and other Licensor information, or Licensee
with respect to Licensee information. This obligation shall survive the
termination of this Agreement.

                                    ARTICLE 8

INDEMNIFICATION. Except as provided for below, Licensor and Licensee, both
jointly and severally, agree to defend and indemnify DSI and hold DSI harmless
from and against any and all claims, actions and suits, and from and against any
and all counsel fees, liabilities, losses,


                                     Page 5

<PAGE>

damages, costs, charges, penalties and other expenses of any nature (including,
without limitation, settlement costs) incurred by DSI on account of any act or
omission of DSI in respect to or with regard to this Agreement. The above
obligations to indemnify, defend and hold harmless shall not apply to any action
or damages arising from DSI's breach of Articles 2 or Article 7 or arising from
DSI's negligence in the performance of its duties.

                                    ARTICLE 9

DESIGNATED REPRESENTATIVE. Licensor and Licensee agree to designate one
individual to receive notices from DSI and to act on behalf of Licensor or
Licensee with respect to the performance of their respective obligations as set
forth in this Agreement, which representative may be changed from time to time
by giving notice to the other parties.

AUTHORIZATION TO ACT. DSI may act in reliance upon any instruction, instrument,
or signature believed to be genuine and sent by the Designated Representatives
to DSI. Instructions, instruments and signatures from an individual other than
the Designated Representatives must be accompanied by a copy of a written
document signed by the Designated Representative or an officer of the Licensor
or Licensee which states that the individual is authorized to issue instructions
under this Agreement.

                                   ARTICLE 10

FEES. Licensee will pay all fees due hereunder, except that Licensor shall pay
the release fee assessed by DSI with respect to the return of the Deposit to
Licensor. DSI's current fees are set forth in Exhibit A. DSI may change its fees
prospectively by giving reasonable notice to the parties.

                                   ARTICLE 11

GOVERNING LAW. This Agreement will be governed by and construed in accordance
with the laws of the State of Colorado.

ENTIRE AGREEMENT. This Agreement, including the Exhibits and License Agreement
referenced herein, constitutes the entire agreement between the parties
concerning the subject matter hereof and will supersede all previous
communications, representations, understandings or agreements, either oral or
written, between the parties.

SEVERABILITY. If any provision of this Agreement is held by any court to be
invalid or unenforceable, that provision will be severed from this Agreement and
the remaining provisions will continue in full force.


                                     Page 6

<PAGE>


Storage Technology Corporation                 Data Securities International
Licensee                                       DSI

By:                                            By:
   -----------------------------------            -----------------------------
(Signature)                                    (Signature)

--------------------------------------         --------------------------------
(Printed Name)                                 (Printed Name)

--------------------------------------         --------------------------------
(Title)                                        (Title)

--------------------------------------         --------------------------------
(Date)                                         (Date)


LSC, Inc.
Licensor

By:
   -----------------------------------
(Signature)

--------------------------------------
(Printed Name)

--------------------------------------
(Title)

--------------------------------------
(Date)


                                     Page 7
<PAGE>

                                    EXHIBITS
                                     TO THE
                     SOFTWARE ESCROW AGREEMENT ("Agreement")
                                 BY AND BETWEEN
                      DATA SECURITIES INTERNATIONAL ("DSI")
                                       AND
                   STORAGE TECHNOLOGY CORPORATION ("Licensee")
                                       AND

                             LSC, INC. ("Licensor")

The parties hereby agree that the following, Exhibits A, B and C are made a part
of the Agreement identified above:

         A.a.     Dispute Resolution Process
         A.b.     Release Conditions
         A.c.     Provision for Verification
         A.d.     Fees
         B.       Description of Deposit Materials
         C.       Form of Licensee/Customer Escrow




Storage Technology Corporation                 Data Securities International
Licensee                                       DSI

By:                                            By:
   -----------------------------------            -----------------------------
(Signature)                                    (Signature)

--------------------------------------         --------------------------------
(Date)                                         (Date)

LSC, Inc.
Licensor

By:
   -----------------------------------
(Signature)

--------------------------------------
(Date)


                                     Page 8

<PAGE>

                                  EXHIBIT A.a.

Account Number
              -----------------------

                           DISPUTE RESOLUTION PROCESS

DISPUTES. In the event of a dispute arising under the Agreement, DSI shall
notify Licensor and Licensee in writing. Such dispute will be settled by
arbitration in accordance with the rules of the American Arbitration Association
in San Diego, California. Licensor and Licensee will each select one arbitrator
and a third arbitrator will be selected unanimously by the two arbitrators
selected by the parties. If the two arbitrators selected by the parties are
unable to select the third arbitrator within ten (10) days of the filing of a
demand or submission for arbitration, the parties will consent to the selection
of the third arbitrator by the San Diego, California office of the American
Arbitration Association. Unless otherwise mutually agreed to by Licensor and
Licensee, arbitration will take place at San Diego, California. At the request
of either party, arbitration proceedings will be conducted in the utmost
secrecy; in such cases all documents, testimony, and records will be received,
heard, and maintained by the arbitrators in secrecy under seal, available for
inspection only by the parties and their respective attorneys and experts, who
will agree in advance and in writing, to receive all such information in
confidence and to maintain such information in secrecy until the information
becomes generally known through no fault of the parties or arbitrators. All fees
owed to DSI will be paid prior to the arbitrators rendering their decision.
Judgment upon the award may be entered in any court having jurisdiction thereof.



Storage Technology Corporation                 Data Securities International
Licensee                                       DSI
By:                                            By:
   -----------------------------------            -----------------------------
(Signature)                                    (Signature)

--------------------------------------         --------------------------------
(Date)                                         (Date)

LSC, Inc.
Licensor
By:
   -----------------------------------
(Signature)

--------------------------------------
(Date)


                                     Page 9

<PAGE>

                                  EXHIBIT A.b.

Account Number
              -----------------------

                               RELEASE CONDITIONS

                Release Conditions. The term "Release Conditions" when used with
                respect to the release of a copy of the Deposit to Licensee
                shall mean:

1.       If Licensor ceases its regular course of business or offering of the
         software identified in the License Agreement without providing for
         ongoing support of such software (including periodic introduction of
         features);

2.       If Licensor fails to provide a copy of the source code in support of
         Licensee's obligation to release source code to government agencies or
         any other party requiring source code for escrow purposes, providing
         that the terms of such source code escrow agreements shall be in
         accordance with Section 3.6 of the License Agreement; and

3.       If Licensor fails to perform its obligations as set forth in Section 11
         and Schedule C of the License Agreement, and fails to cure in
         accordance with Schedule C thereof.

Release Conditions for Return of the Deposit to Licensor. The term "Release
Conditions" when used with respect to the return of the Deposit to Licensor
shall mean:

1.       Termination of the License Agreement either by mutual consent or by
         Licensor, with no continuing obligation on the part of Licensor to
         provide support to Licensee for the software, all as set forth in the
         License Agreement.


Storage Technology Corporation                 Data Securities International
Licensee                                       DSI

By:                                            By:
   -----------------------------------            -----------------------------
(Signature)                                    (Signature)

--------------------------------------         --------------------------------
(Date)                                         (Date)

LSC, Inc.
Licensor

By:
   -----------------------------------
(Signature)

--------------------------------------
(Date)


                                    Page 10

<PAGE>

                                  EXHIBIT A.c.

Account Number
              ----------------------

                           PROVISION FOR VERIFICATION

VERIFICATION RIGHTS. If requested by Licensee, Licensor grants to DSI the right
to verify the Deposit for accuracy, completeness and sufficiency. Accuracy and
completeness shall be determined by comparing the Deposit with the then-current
Description of Deposit Materials.

Sufficiency shall be mean whether a person experienced in the business of
software support and maintenance and having the appropriate level of technical
skill, including familiarity with UNIX and other required languages, can
adequately support and maintain the software products which comprise the
Deposit. Licensor hereby also permits DSI to verify, audit and inspect the
Deposit to confirm the quality of the Deposit, i.e., whether the Deposit is
physically degraded or not, for the benefit of Licensee. Upon request by either
Licensee or Licensor, DSI will issue copies of the verification report to
Licensee and Licensor. Such report shall not disclose the content of the Deposit
to Licensee, it being understood that the Deposit shall be maintained in
confidence and not disclosed to Licensee until(if ever) released to Licensee
under this Agreement.

USE OF LICENSOR'S FACILITIES. In the event that Licensee has separately
contracted with DSI for verification of the Deposit, Licensor hereby grants DSI,
free of charge, the right to use the facilities of Licensor, including its
computer systems and available technical and support personnel necessary for DSI
to perform such verification. Such verification shall be done at a time and in a
manner which is to be reasonably specified by Licensor so as to minimize
interference with Licensor's operations.

Licensor shall have the right to assess Licensee a reasonable charge if
Licensor's facility, equipment or personnel are used in performing a Deposit
verification. Licensor shall be notified of and have the right to approve or
reject the proposed date or time of any verification and to propose an
alternative. Such approval shall not be unreasonably withheld.


Storage Technology Corporation                 Data Securities International
Licensee                                       DSI

By:                                            By:
   -----------------------------------            -----------------------------
(Signature)                                    (Signature)

--------------------------------------         --------------------------------
(Date)                                         (Date)

LSC, Inc.
Licensor

By:
   -----------------------------------
(Signature)

--------------------------------------
(Date)


                                    Page 11

<PAGE>

                                   EXHIBIT A.d

Account Number
              ----------------------

                                      FEES


                                    Page 12

<PAGE>

                                    EXHIBIT B


Account Number
              ----------------------

                        DESCRIPTION OF DEPOSIT MATERIALS







LSC, Inc.                                     Data Securities International
Licensor                                      DSI

By:                                           By:
   -----------------------------------           -------------------------------
(Signature)                                   (Signature)

--------------------------------------        ----------------------------------
(Date)                                        (Date)


                                    Page 13

<PAGE>

                                    EXHIBIT C

Account Number
              ----------------------

           FORM OF ESCROW AGREEMENT BETWEEN LICENSEE AND ITS CUSTOMER


                                     Page 1

<PAGE>

                            SOFTWARE ESCROW AGREEMENT
                           [FOR USE WITH LSC SOFTWARE]

                    Licensor Account Number__________________


This Software Escrow Agreement ("Agreement') is effective this ______ day of ,
1999 ("Effective Date"), by and between Data Securities International, Inc.
("DSI") and Storage Technology Corporation ("Licensor") and
__________________________ ("Licensee").

Licensor and Licensee hereby reference the terms and conditions contained in
that certain software license agreement and associated schedules (collectively
referred to herein as "License Agreement") which is dated ___________________
and is by and between Licensor and Licensee. Licensor and Licensee acknowledge
that DSI has no knowledge of the terms and conditions contained in the License
Agreement and that DSI's only obligations shall be as set forth herein or in any
other writing signed by DSI, Licensor and Licensee.

Notices, invoices and other communications to Licensor should be sent to:

Storage Technology Corporation
Attention: Designated Representative (purchasing manager)
2270 South 88th Street MS 5236
Louisville, Colorado 80028-5236
(303) 673-5151
All contracts, deposit materials and notices to DSI must be sent to:

Data Securities International, Inc.
Attention: Contract Administration
6165 Greenwich Drive, #220
San Diego, California 92121
(619) 437-5199

Notices, invoices and other communications to Licensee should be sent to:

Licensee:_____________________________________________________
Address:______________________________________________________

Designated Representative:_________________________________________

Phone: _____________________________________

WHEREAS, Licensee has entered into the License Agreement with Licensor for the
use of certain object code versions of software.

WHEREAS, availability of or access to Licensor's source code, design information
and other technical information as further defined herein ("Proprietary Data")
is critical to Licensee in the conduct of its business; and

WHEREAS, Licensor has deposited with DSI the Proprietary Data to provide for
retention and controlled access by Licensee under the conditions set forth
herein;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in consideration of the promises, mutual covenants and
conditions contained herein, the parties here to agree as follows:


<PAGE>

                                    ARTICLE I

DEPOSIT. The "Deposit" consists of all Proprietary Data deposited by Licensor
and/or its suppliers to DSI as specified by the accompanying document(s) called
a "Description of Deposit Materials" hereinafter referred to as Exhibit B which
may consist of more than one page.

SUPPLEMENTAL DEPOSIT. A "Supplemental Deposit" will include any Proprietary Data
added to the Deposit. Licensor will submit the Supplemental Deposit accompanied
by an additional Exhibit B to DSI. Within ten (10) days of acceptance by DSI of
such Supplemental Deposit, DSI shall notify Licensee by issuing a copy of the
additional Exhibit B.

DEPOSIT CHANGES. Pursuant to this Agreement the Licensor shall have the right to
update the Deposit with Supplemental Deposits ("Deposit Change") throughout the
existence of the escrow. DSI shall be under no obligation to process Deposit
Changes for which the service fees have not been paid.

UPDATING OBLIGATIONS. Licensor agrees to perform a Deposit Change on a regular
basis, not to exceed one update per calendar quarter, to ensure that the Deposit
is substantially in conformance with the then current version of the software.

EXHIBIT A. Certain documents containing additional terms and conditions are
attached hereto as Exhibit A.

                                    ARTICLE 2

OBLIGATIONS OF DATA SECURITIES INTERNATIONAL, INC. DSI has established a
receptacle(s) in which it has placed the Deposit and has put the receptacle
under the control of one or more of its officers, selected by DSI, whose
identity shall be available to Licensor and Licensee at all times to ensure the
security of the Deposit and to prevent unauthorized access to the Deposit DSI
shall exercise that high level of care in carrying out the terms of this
Agreement as DSI would use to protect items of this nature which DSI might own.

DSI shall bear no obligation or responsibility whatsoever to determine the
completeness or accuracy of the Deposit or whether or not the materials
contained in the Deposit are or are not Proprietary Data as contemplated herein.

                                    ARTICLE 3

TERM OF AGREEMENT. This Agreement will have an initial term of one year,
commencing on the Effective Date of this Agreement . This Agreement may be
renewed for additional one-year periods upon payment by Licensee of the fees
specified in the License Agreement and payment by Licensor of the renewal fees.
In the event that the renewal fees are not received within thirty (30) days
before the expiration date, DSI shall so notify in writing Licensor and Licensee
of Licensor's failure to pay the renewal fee. Provided Licensee is not in breach
of any obligations contained herein or in the License Agreement, Licensee has
the right to pay renewal fees if Licensor fails to pay the necessary fees. If
the renewal fees are not received within thirty (30) days after the notice was
delivered, this Agreement will expire without further notice and without
liability to any other party.

RENEWAL FEES. In the event that Licensee pays the renewal fees pursuant to the
notice of the thirty (30) day expiration of the renewal period, DSI shall notify
Licensor. If Licensor is of the opinion that any necessary condition for renewal
contained in this Agreement or the License Agreement has not been met, Licensor
may so notify DSI and Licensee in writing. Any resulting dispute as to the
occurrence of the condition will be resolved pursuant to the Dispute Resolution
Process defined in the Exhibit.


<PAGE>

                                    ARTICLE 4

EXPIRY. Upon non-renewal of this Agreement, all duties and obligations will
terminate, except those duties of DSI to Licensor, its suppliers, if any, and
Licensee for confidentiality; and DSI will destroy the Deposit.

TERMINATION FOR BREACH. Licensor shall deliver written notice to Licensee of any
breach by Licensee, and if Licensee fails to cure such breach in accordance with
the terms of the License Agreement, Licensor may request DSI to terminate this
Agreement, and to destroy the Deposit, and DSI shall do so.

                                    ARTICLE 5

FILING FOR RELEASE OF DEPOSIT BY LICENSEE. Licensee shall have the right to file
for the release of the Deposit by delivering to DSI an affidavit executed by an
officer of Licensee stating that a "Release Condition" (as defined in Exhibit A)
has been met, together with certified copies of the bankruptcy court or other
documents specified in Exhibit A. If DSI receives an affidavit asking for
release of the Deposit from Licensee, DSI shall send a copy of said affidavit to
Licensor and all suppliers who have rights to the Deposit as described in
Article 12 of this Agreement, by certified mail, return receipt requested, or
commercial express courier service, and DSI shall immediately attempt to notify
by telephone Licensor and each of its suppliers with rights to the Deposit of
Licensee's request for release of the Deposit. If Licensor, or any of Licensor's
suppliers that have rights to the Deposit, provides contrary instruction as
defined in this Article within ten (10) working days of the delivery, or
attempted delivery with appropriate documentary evidence of such, of the notice
to Licensor and such suppliers of Licensor, DSI shall not deliver a copy of the
Deposit to the Licensee.

CONTRARY INSTRUCTION. For the purpose of this article, contrary instruction
means the filing of an affidavit or declaration executed by an officer of
Licensor, or any of Licensor's suppliers that have rights to the Deposit, or a
corporate officer's designated representative, with DSI stating that a Release
Condition has not occurred or that the Release Condition has been cured.
Licensor shall send a copy of said affidavit or declaration by certified mail to
Licensee. Upon receipt of contrary instruction, DSI shall not deliver a copy of
the Deposit and shall continue to retain the Deposit until otherwise directed by
Licensee and Licensor and its suppliers jointly or until resolution of the
dispute as to the occurrence of a Release Condition pursuant to the Dispute
Resolution Process as defined in the Exhibit A or by a court of competent
jurisdiction has occurred.

                                    ARTICLE 6

RELEASE OF DEPOSIT COPY TO LICENSEE. In the event that DSI does not receive
contrary instruction as defined in Article 5, DSI is authorized to release a
copy of the Deposit to Licensee. Fees will be paid by the Licensee for copying
and distribution.

Licensee agrees that the Deposit, upon release to Licensee, shall be treated as
licensed software in accordance with the provisions of the License Agreement. No
ownership right to the Deposit shall be transferred to Licensee upon release,
and all confidentiality obligations shall apply. Licensee may only use the
Deposit to support the software subject to the License Agreement for Licensee's
own use. Licensee shall not transfer, loan, lease, assign or otherwise
distribute the Deposit or disclose it to third parties. Licensee may make only
those copies of the Deposit necessary to support and maintain the software
products for Licensee's own internal use. The Deposit shall be subject to any
additional restrictions on use as are set forth in the License Agreement.

Licensor grants to DSI the irrevocable right to copy or reproduce the Deposit as
it exists at the time of the request for release of the Deposit. DSI may
exercise the above rights only in furtherance of its obligations under this
Agreement.


<PAGE>

                                    ARTICLE 7

NON-DISCLOSURE. Except as provided in this Agreement, DSI agrees that it shall
not divulge, disclose, make available to third parties or make any use
whatsoever of the Deposit or any associated Deposit information, including all
information concerning the Licensor or its suppliers received in connection with
this Agreement or associated Exhibits, without the express written consent of
Licensor, and its suppliers with respect to the portions of the Deposit in which
such suppliers have an interest This obligation shall survive the termination of
this Agreement.

                                    ARTICLE 8

INDEMNIFICATION. Except as provided for below, Licensor and Licensee, both
jointly and severally, agree to defend and indemnify DSI and hold DSI harmless
from and against any and all claims, actions and suits, and from and against any
and all liabilities, losses, damages, costs, charges, penalties and counsel fees
and other expenses of any nature (including, without limitation, settlement
costs) incurred by DSI on account of any act or omission of DSI in respect to or
with regard to this Agreement. The above obligations to indemnify, defend and
hold harmless shall not apply to any action or damages arising from DSI's breach
of Articles 2 or Article 7 or arising from DSI's negligence in the performance
of its duties.

                                    ARTICLE 9

DESIGNATED REPRESENTATIVE. Licensor and Licensee agree to designate one
individual to receive notices from DSI and to act on behalf of Licensor or
Licensee with respect to the performance of their respective obligations as set
forth in this Agreement.

AUTHORIZATION TO ACT. DSI may act in reliance upon any instruction, instrument,
or signature believed to be genuine and sent by the Designated Representatives
to DSI. Instructions, instruments and signatures from an individual other than
the Designated Representatives must be accompanied by a copy of a written
document signed by the Designated Representative or an officer of the Licensor
or Licensee which states that the individual is authorized to issue instructions
under this Agreement.

                                   ARTICLE 10

FEES. Except for the Release Request, copying and distribution fees specified in
Articles 5 and Article 6 and provided that Licensee is in full compliance with
the terms and conditions of the License Agreement, all fees due hereunder will
be paid in full by Licensor. Licensor's obligation to make payments hereunder in
no way releases or modifies Licensee's obligation to make payments under the
License Agreement. Licensee acknowledges that proper payment of the fees
specified in the License Agreement are a condition to the continuation of this
Agreement.

                                   ARTICLE 11

GOVERNING LAW. This Agreement will be governed by and construed in accordance
with the laws of the State of Colorado.

ENTIRE AGREEMENT. This Agreement, including the Exhibits and License Agreement
referenced herein, constitutes the entire agreement between the parties
concerning the subject matter hereof and will supersede all previous
communications, representations, understandings or agreements, either oral or
written, between the parties.

SEVERABILITY. If any provision of this Agreement is held by any court to be
invalid or unenforceable, that provision will be severed from this Agreement and
the remaining provisions will continue in full force.

                                   ARTICLE 12

Licensor, Licensee and DSI acknowledge that portions of the Deposit are the
property of one or more suppliers of Licensor (each such supplier hereinafter a
"Supplier"), and have been made subject to this Agreement pursuant to the terms
of one or more separate written agreements with Licensor and DSI. The parties
agree that to protect its interest in the Deposit, each Supplier shall have
certain rights under this Agreement, in particular under Articles


<PAGE>

5,6,7 and Exhibit A.a., and that within fifteen (15) days of the execution of
this Agreement by the last party hereto, DSI shall send a copy of this Agreement
to each such Supplier by certified mall. DSI shall protect the confidentiality
of the portions of the Deposit in which a Supplier has an interest as provided
in Article 7 and shall not disclose or use such portions or other information
relating to such Supplier during the term of this Agreement or thereafter
without such Supplier's express written permission, except in connection with
the release of the Deposit, if any, to Licensee upon the occurrence of a Release
Condition in accordance with Articles 5 and 6. As provided in Article 5, DSI
shall send to each Supplier who has rights in the Deposit a copy of any notice
or affidavit requesting a release of the Deposit and shall not release the
Deposit to Licensee until at least ten (10) working days after delivery, or
attempted delivery with appropriate documentary evidence of such, to each such
Supplier of a copy of any such affidavit requesting release, provided no
contrary instruction has been given. Each Supplier who has rights in the Deposit
shall have the right to give contrary instructions in the same manner as
Licensor and shall have the right to participate as a party in the Dispute
Resolution Process to protect its interest in the Deposit. In the event of a
release of the Deposit to Licensee, each Supplier who has rights in the Deposit
shall have the right to enforce against Licensee the provisions of Article 6
regarding the use of the Deposit and to seek any available remedies for a breach
by Licensee. The parties agree that this Agreement may not be amended or
modified in any respect, or assigned, without the prior written consent of each
Supplier who has rights in the Deposit.




Storage Technology Corporation                Data Securities International
Licensor                                      DSI

By:                                           By:
   ----------------------------------            -------------------------------
(Signature)                                   (Signature)

-------------------------------------         ----------------------------------
(Printed Name)                                (Printed Name)

-------------------------------------         ----------------------------------
(Title)                                       (Title)

-------------------------------------         ----------------------------------
(Date)                                        (Date)


Licensee

By:
   ----------------------------------
(Signature)

-------------------------------------
(Printed Name)

-------------------------------------
(Title)

-------------------------------------
(Date)


<PAGE>

                                    EXHIBITS
                                     TO THE
                    SOFTWARE ESCROW AGREEMENT ("Agreement")
                                 BY AND BETWEEN
                     DATA SECURITIES INTERNATIONAL ("DSI")
                                      AND
                  STORAGE TECHNOLOGY CORPORATION ("Licensor')
                                      AND
              ________________________________________("Licensee")

                  The Parties hereby agree that the following, Exhibits A and B,
                  are made a part of the Agreement identified above:

                  A.a.     Dispute Resolution Process
                  A.b.     Release Conditions
                  B.       Description of Deposit Materials



Storage Technology Corporation                 Data Securities International
Licensor                                       DSI

By:                                            By:
   -----------------------------------            -----------------------------
(Signature)                                    (Signature)

--------------------------------------         --------------------------------
(Date)                                         (Date)



Licensee

By:
   -----------------------------------
(Signature)

--------------------------------------
(Date)


<PAGE>

                                  EXHIBIT A.a.

Account Number
              -----------------------

                           DISPUTE RESOLUTION PROCESS

DISPUTES. In the event of a dispute arising under the Agreement, DSI shall
notify Licensor and Licensee in writing. Such dispute will be settled by
arbitration in accordance with the rules of the American Arbitration
Association. (i) Licensor and its suppliers acting together, or (ii) Licensor's
Suppliers who have rights to portions of the Deposit, acting without Licensor
should Licensor fail or be unable to act, will select one arbitrator, and
Licensee will select one arbitrator, and a third arbitrator will be selected
unanimously by the two arbitrators selected by the parties. If the two
arbitrators selected by the parties are unable to select the third arbitrator
within ten (10) days of the filing of a demand or submission for arbitration,
the parties will consent to the selection of the third arbitrator by the San
Diego, California office of the American Arbitration Association. Unless
otherwise mutually agreed to by Licensor and its suppliers and Licensee,
arbitration will take place at San Diego, California. At the request of either
party, arbitration proceedings will be conducted in the utmost secrecy; in such
cases all documents, testimony, and records will be received, heard, and
maintained by the arbitrators in secrecy under seal, available for inspection
only by the parties and their respective attorneys and experts, who will agree
in advance and in writing, to receive all such information in confidence and to
maintain such information in secrecy until the information becomes generally
known through no fault of the parties or arbitrators. All fees owed to DSI will
be paid prior to the arbitrators rendering their decision. Judgment upon the
award may be entered in any court having jurisdiction thereof.


Storage Technology Corporation                Data Securities International
Licensor                                      DSI

By:                                           By:
   ----------------------------------            -------------------------------
(Signature)                                   (Signature)

-------------------------------------         ----------------------------------
(Date)                                        (Date)



Licensor

By:
   ----------------------------------            -------------------------------
(Signature)

-------------------------------------         ----------------------------------
(Date)


<PAGE>

                                  EXHIBIT A.b.

Account Number
              ---------------------

                               RELEASE CONDITIONS

                RELEASE CONDITIONS. The term "Release Conditions" is defined and
                used to mean: The liquidation in bankruptcy of Licensor under
                Chapter 7 of the Bankruptcy Code, or comparable successor
                statute.


Storage Technology Corporation                  Data Securities International
Licensor                                        DSI

By:                                             By:
   ---------------------------------               -----------------------------
(Signature)                                     (Signature)

------------------------------------            --------------------------------
(Date)                                          (Date)



Licensee

By:
   ---------------------------------
(Signature)

------------------------------------
(Date)


<PAGE>

                                    EXHIBIT B

Account Number
              ---------------

                        DESCRIPTION OF DEPOSIT MATERIALS








Storage Technology Corporation                  Data Securities International
Licensor                                        DSI

By:                                             By:
   ---------------------------------               -----------------------------
(Signature)                                     (Signature)

------------------------------------            --------------------------------
(Date)                                          (Date)


<PAGE>

                                   SCHEDULE C

                 SUPPORT OBLIGATIONS, RESPONSES AND DEFINITIONS

                  To be agreed by StorageTek and Supplier and attached hereto
                  when agreed upon and signed by both parties.


<PAGE>

                                   SCHEDULE D
                                Software Products
                                       and
                               LSC U.S. Price List
                                  July 15, 1997
                             SAM-FS U.S. Price List
                                  Release 3.X.X

<TABLE>
<CAPTION>

                Media     Software         Annual SW                 Maint.         Media     Software     Annual Sw Maint.
 Model          Slots     License             5X8                    Model          Slots     License            5X8
 -----          -----     -------             ---                    -----          -----     -------            ---
SAM-FS FOR DLT, REDWOOD MEDIA
Media types:  DLT cartridges,
RedWood cartridges
--------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>              <C>                     <C>              <C>       <C>          <C>
D-SAM-5           5        _____             _____                 D-SAM-8000        8,000    _______          _____
D-SAM-10          10       _____             _____                 D-SAM-9000        9,000    _______          _____
D-SAM-15          15       _____             _____                 D-SAM-10000       10,000   _______          _____
D-SAM-20          20       _____             _____                 D-SAM-12000       12,000   _______          _____
--------------------------------------------------------------------------------------------------------------------
D-SAM-25          25       _____             _____                 D-SAM-14000       14,000   _______          _____
D-SAM-30          30       _____             _____                 D-SAM-16000       16,000   _______          _____
D-SAM-40          40       _____             _____                 D-SAM-18000       18,000   _______          _____
D-SAM-50          50       _____             _____                 D-SAM-20000       20,000   _______          _____
--------------------------------------------------------------------------------------------------------------------
D-SAM-60          60       _____             _____                 D-SAM-22000       22,000   _______          _____
D-SAM-70          70       _____             _____                 D-SAM-24000       24,000   _______          _____
D-SAM-80          80       _____             _____                 D-SAM-26000       26,000   _______          _____
D-SAM-90          90       _____             _____                 D-SAM-28000       28,000   _______          _____
--------------------------------------------------------------------------------------------------------------------
D-SAM-100         100      _____            _____                  D-SAM-30000       30,000   _______          _____
D-SAM-150         150      _____            _____                  D-SAM-35000       35,000   _______          _____
D-SAM-200         200      _____            _____                  D-SAM-40000       40,000   _______          _____
D-SAM-250         250      _____            _____                  D-SAM-50000       50,000   _______          _____
--------------------------------------------------------------------------------------------------------------------
D-SAM-300         300      _____            _____                  D-SAM-60000       60,000   _______          _____
D-SAM-350         350      _____            _____                  D-SAM-70000       70,000   _______          _____
D-SAM-400         400      _____            _____                  D-SAM-80000       80,000   _______          _____
D-SAM-500         500      _____            _____                  D-SAM-90000       90,000   _______          _____
--------------------------------------------------------------------------------------------------------------------
D-SAM-600         600      _____            _____                  D-SAM-100000      100,000  _______          _____
D-SAM-700         700      _____            _____                  D-SAM-120000      120,000  _______          _____
D-SAM-800         800      _____            _____                  D-SAM-140000      140,000  _______          _____
D-SAM-900         900      _____            _____                  D-SAM-160000      160,000  _______          _____
--------------------------------------------------------------------------------------------------------------------
D-SAM-1000        1,000    _____            _____                  D-SAM-180000      180,000  _______          _____
D-SAM-1200        1,200    _____            _____                  D-SAM-200000      200,000  _______          _____
D-SAM-l400        1,400    _____            _____                  D-SAM-250000      250,000  _______          _____
D-SAM-1600        1,600    _____            _____                  D-SAM-300000      300,000  _______          _____
--------------------------------------------------------------------------------------------------------------------
D-SAM-1800        1,800    _____            _____                  D-SAM-350000      350,000  _______          _____
D-SAM-2000        2,000    _____            _____                  D-SAM-400000      400,000  _______          _____
D-SAM-2500        2,500    _____            _____                  D-SAM-500000      500,000  _______          _____
D-SAM-3000        3,000    _____            _____                  D-SAM-600000      600,000  _______          _____
--------------------------------------------------------------------------------------------------------------------
D-SAM-3500        1,800    _____            _____                  D-SAM-700000      700,000  _______          _____
D-SAM-4000        2,000    _____            _____                  D-SAM-800000      800,000  _______          _____
D-SAM-5000        2,500    _____            _____                  D-SAM-900000      900,000  _______          _____
D-SAM-6000        3,000    _____            _____                  D-SAM-1000000     10,00,000_______          _____
D-SAM-7000        7,000    _____            _____
--------------------------------------------------------------------------------------------------------------------
</TABLE>

     [A PORTION OF THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED. A COPY OF THIS SECTION WITH THE PORTION INTACT HAS BEEN FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


<PAGE>

<TABLE>
<CAPTION>

                      Media   Software       Annual SW          Maint.               Media     Software   Annual Sw Maint.
 Model                Slots   License          5X8              Model                Slots     License          5X8
 -----                -----   -------          ---              -----                -----     -------          ---

SAM-FS for 3480/3490/3490E
media
Media types:  3480/3490/3490E
cartridges
-----------------------------------------------------------------------------------------------------------------------------
<S>                   <C>     <C>            <C>             <C>                  <C>          <C>        <C>
G-SAM-50                 50    _____           _____         G-SAM-20000             20,000     _____           _____
G-SAM-100               100    _____           _____         G-SAM-25000             25,000     _____           _____
G-SAM-150               150    _____           _____         G-SAM-30000             30,000     _____           _____
G-SAM-200               200    _____           _____         G-SAM-35000             35,000     _____           _____
-----------------------------------------------------------------------------------------------------------------------------
G-SAM-250               250    _____           _____         G-SAM-40000             40,000     _____           _____
G-SAM-300               300    _____           _____         G-SAM-50000             50,000     _____           _____
G-SAM-400               400    _____           _____         G-SAM-60000             60,000     _____           _____
G-SAM-500               500    _____           _____         G-SAM-70000             70,000     _____           _____
-----------------------------------------------------------------------------------------------------------------------------
G-SAM-600               600    _____           _____         G-SAM-80000             80,000     _____           _____
G-SAM-700               700    _____           _____         G-SAM-90000             90,000     _____           _____
G-SAM-800               800    _____           _____         G-SAM-100000           100,000     _____           _____
G-SAM-900               900    _____           _____         G-SAM-120000           120,000     _____           _____
-----------------------------------------------------------------------------------------------------------------------------
G-SAM-1000            1,000    _____           _____         G-SAM-140000           140,000     _____           _____
G-SAM-1500            1,500    _____           _____         G-SAM-160000           160,000     _____           _____
G-SAM-2000            2,000    _____           _____         G-SAM-180000           180,000     _____           _____
G-SAM-2500            2,500    _____           _____         G-SAM-200000           200,000     _____           _____
-----------------------------------------------------------------------------------------------------------------------------
G-SAM-3000            3,000    _____           _____         G-SAM-220000           220,000     _____           _____
G-SAM-3500            3,500    _____           _____         G-SAM-240000           240,000     _____           _____
G-SAM-4000            4,000    _____           _____         G-SAM-260000           260,000     _____           _____
G-SAM-5000            5,000    _____           _____         G-SAM-280000           280,000     _____           _____
-----------------------------------------------------------------------------------------------------------------------------
G-SAM-6000            6,000    _____           _____         G-SAM-300000           300,000     _____           _____
G-SAM-7000            7,000    _____           _____         G-SAM-350000           350,000     _____           _____
G-SAM-8000            8,000    _____           _____         G-SAM-400000           400,000     _____           _____
G-SAM-9000            9,000    _____           _____         G-SAM-500000           500,000     _____           _____
-----------------------------------------------------------------------------------------------------------------------------
G-SAM-10000          10,000    _____           _____         G-SAM-600000           600,000     _____           _____
G-SAM-12000          12,000    _____           _____         G-SAM-700000           700,000     _____           _____
G-SAM-14000          14,000    _____           _____         G-SAM-800000           800,000     _____           _____
G-SAM-16000          16,000    _____           _____         G-SAM-900000           900,000     _____           _____
G-SAM-18000          18,000    _____           _____         G-SAM-1000000        1,000,000     _____           _____
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

     [A PORTION OF THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED. A COPY OF THIS SECTION WITH THE PORTION INTACT HAS BEEN FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


<PAGE>


<TABLE>
<CAPTION>
                             SAM-FS U.S. Price List
                                  Release 3.X.X

                                                                     Media     Software              Annual SW      Additional
      Model        Supported Peripheral           Media Type         Slots     License      5X8     Maint. 7X24      License
      -----                  ----------           ----------         -----     -------      ---     -----------      -------

TAPE
SAM-FS FOR AMPEX DST AUTOMATED CARTRIDGE
LIBRARIES AND TAPE DRIVES
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
<S>                                              <C>                <C>       <C>          <C>     <C>             <C>
Am310/312S         Ampex DST 310/312               DST Small            1      ____         ____         ____          ____
Am410/412S         Ampex DST 410/412               DST Small            7      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
Am310/312M         Ampex DST 310/312              DST Medium            1      ____         ____         ____          ____
Am410/312M         Ampex DST 410/412              DST Medium            7      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
Am310/312L         Ampex DST 310/312               DST Large            1      ____         ____         ____          ____
Am410/412L         Ampex DST 410/412               DST Large            7      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------

SAM-FS FOR EMASS AML/S LIBRARIES
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
EM-158             EMASS AML/S Base Unit          Magstar/DLT         158      ____         ____         ____          ____
EM-368             EMASS AML/S 368                Magstar/DLT         368      ____         ____         ____          ____
EM-578             EMASS AML/S 578                Magstar/DLT         578      ____         ____         ____          ____
EM-788             EMASS AML/S788                 Magstar/DLT         788      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------

SAM-FS FOR EMASS/GRAU
AML/ABBA LIBRARIES
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
EM/GR-3840         EMASS/GRAU-3840                Magstar/DLT       3,840      ____         ____         ____          ____
EM/GR-4800         EMASS/GRAU4800                 Magstar/DLT       4,800      ____         ____         ____          ____
EM/GR5760          EMASS/GRAU5760                 Magstar/DLT       5,760      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------

SAM-FS FOR IBM LIBRARIES
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
IBM-20             IBM Magstar MP (20             Magstar MP           20      ____         ____         ____          ____
                   cartridges)
IBM-210            IBM 3494 (210 cartridges)        Magstar           210      ____         ____         ____          ____
IBM-545            IBM 3494 (545 cartridges)        Magstar           545      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
IBM-880            IBM 3494 (880 cartridges)        Magstar           880      ____         ____         ____          ____
IBM-1215           IBM 3494 (1215 cartridges)       Magstar         1,215      ____         ____         ____          ____
IBM-1550           IBM 3494 (1550 cartridges)       Magstar         1,550      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------

SAM-FS FOR SPECTRA LOGIC LIBRARIES
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
SL 9000            Spectra Logic 9000                 8mm              40      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------

OPTICAL
SAM-FS FOR DISC DOCUSTORE
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
DS150              DISC D15OU                      5.25" M/O          170      ____         ____         ____          ____
DS245/255          DISC D245/D255U                 5.25" M/O          247      ____         ____         ____          ____
DS280              DISC D280U                      5.25" M/O          290      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
DS350              DISC D35OU                      5.25" M/O          340      ____         ____         ____          ____
DS510/525          DISC D510/D525/D525U            5.25" M/O          517      ____         ____         ____          ____
DS1050             DISC D1050                      5.25" M/O        1,054      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------

SAM-FS FOR HP SURESTORE
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
HP16               HP 20st/40fx                    5.25" M/O           16      ____         ____         ____          ____
HP32               HP 40st/80fx                    5.25" M/O           32      ____         ____         ____          ____
HP64               HP80st/160fx                    5.25" M/O           64      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
HP76               HP 100st/200fx                  5.25" M/O           76      ____         ____         ____          ____
HP88               HP 120T                         5.25" M/O           88      ____         ____         ____          ____
HP128              HP 330fx                        5.25" M/O          128      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
HP144              HP 200T                         5.25" M/O          144      ____         ____         ____          ____
HP238              HP 300st/600fx                  5.25" M/O          238      ____         ____         ____          ____
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
</TABLE>

     [PORTIONS OF THESE SECTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED. A COPY OF THESE SECTIONS WITH THE PORTIONS INTACT HAVE BEEN FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


<PAGE>


<TABLE>
<CAPTION>

                                                                     Media      Software              Annual SW      Additional
      Model        Supported Peripheral          Media Type          Slots      License      5X8     Maint. 7X24      License
      -----                  ----------          ----------          -----      -------      ---     -----------      -------

SAM-FS FOR
CYGNET
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
<S>                <C>                           <C>                 <C>        <C>          <C>     <C>             <C>
Cy1602             Cygnet 1602                     12" WORM            29
Cy1802             Cygnet 1803                     12" WORM            61
Cy1803             Cygnet 1803                     12" WORM           141
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------

SAM-FS FOR
LMS
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
LM4500             LMS 4500                        12" WORM             5
LM6600             LMS 6600                        12" WORM             6
------------------ ----------------------------- -------------- ---------- ------------- ----------- -------------- -----------
</TABLE>


     [A PORTION OF THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED. A COPY OF THIS SECTION WITH THE PORTION INTACT HAS BEEN FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

<TABLE>
<CAPTION>

            MODEL                                        DESCRIPTION                                      LIST PRICE

TRAINING, CONSULTING AND DOCUMENTATION
------------------------------ ----------------------------------------------------------------- ------------------------------
<S>                            <C>                                                                        <C>
TRNG-LSC                       Two-day training class at LSC (per student)                                   ____
TRNG-USA                       Two-day training class at customer site - USA (per class)                     ____
TRNG-Intl.                     Two-day training class at customer site - International (per                  ____
                               class)
------------------------------ ----------------------------------------------------------------- ------------------------------
CONS-2                         Consulting services - level 2 (per hour, 4-hour minimum)                      ____
CONS-1                         Consulting services - level 1(per hour, 4-hour minimum)                       ____
SG-0001                        SAM-FS Administration Guide                                                   ____
------------------------------ ----------------------------------------------------------------- ------------------------------

INSTALLATION OF SAM-FS
-------------------------------------------------------------------------------------------------------------------------------
Installation is based on Software Model
INSTALL A                      For SAM-FS installed on EMASS, EMASS/GRAU, IBM, Storage Tek                   ____
                               (except 9714)
INSTALL B                      For all other software models                                                 ____
------------------------------ ----------------------------------------------------------------- ------------------------------
</TABLE>



     [A PORTION OF THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED. A COPY OF THIS SECTION WITH THE PORTION INTACT HAS BEEN FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


<PAGE>

                             SAM-FS U.S. Price List
                                  Release 3.X.X
                                PRICING REFERENCE

<TABLE>
<CAPTION>

                                                                     Media  Software                  Annual SW     Additional
      Model        Supported Peripheral           Media Type         Slots  License        5X8       Maint. 7X24     License
      -----                  ----------           ----------         -----  -------        ---       -----------     -------

TAPE
                ADIC SCALAR TAPE
                LIBRARIES
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
<S>                                               <C>                <C>    <C>            <C>       <C>            <C>
D-SAM-24           ADIC Scalar 224                    DLT              24     ____         ____          ____          ____
D-SAM-48           ADIC Scalar 448 or 458             DLT              48     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------

                ATL PRODUCTS AUTOMATED TAPE
                LIBRARIES
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-28           ATL 2/28                           DLT              28     ____         ____          ____          ____
D-SAM-52           ATL 2/52 or 4/52                   DLT              52     ____         ____          ____          ____
D-SAM-70           ATL 2/68, 4/68 or 7/68             DLT              68     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-100          ATL 2/100, 4/100 or 7/100          DLT             100     ____         ____          ____          ____
D-SAM-88           ATL 9/88                           DLT              88     ____         ____          ____          ____
D-SAM-176          ATL 6/176 or 18/176                DLT             176     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-264          ATL 2640                           DLT             264     ____         ____          ____          ____
D-SAM-360          ATL 12/352                         DLT             352     ____         ____          ____          ____
D-SAM-540          ATL6/528                           DLT             528     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------

                BREECE HILL LIBRARIES
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-28           Breece Hill Q7                     DLT              28     ____         ____          ____          ____
D-SAM-60           Breece Hill Q47                    DLT              60     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------

                MOUNTAINGATE LIBRARIES
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-28           MountainGate D-28                  DLT              28     ____         ____          ____          ____
D-SAM-60           MountainGate D-60                  DLT              60     ____         ____          ____          ____
D-SAM-360          MountainGate D-360                 DLT             360     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-480          MountainGate D-480                 DLT             480     ____         ____          ____          ____
D-SAM-900          MountainGate D-900                 DLT             900     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------

                OVERLAND DATA LIBRARIES
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-10           Overland Data LXB2210/4210         DLT              10     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------

                QUANTUM DLT
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-5            Quantum 2500, 2500XT, 4500         DLT               5     ____         ____          ____          ____
D-SAM-7            Quantum 2700, 2700XT, 4700         DLT               7     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------

                STORAGE TEK LIBRARIES
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-40           StorageTek 9714 (40 slots)         DLT              40     ____         ____          ____          ____
D-SAM-60           StorageTek 9714 (60 slots)         DLT              60     ____         ____          ____          ____
D-SAM-80           StorageTek 9714 (80 slots)         DLT              80     ____         ____          ____          ____
D-SAM-100          StorageTek 9714 (100 slots)        DLT             100     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-100          StorageTek 9710 (100 slots)        DLT             100     ____         ____          ____          ____
D-SAM-200          StorageTek 9710 (200 slots)        DLT             200     ____         ____          ____          ____
D-SAM-260          StorageTek 9710 (260 slots)        DLT             252     ____         ____          ____          ____
D-SAM-420          StorageTek 9710 (420 slots)        DLT             420     ____         ____          ____          ____
D-SAM-600          StorageTek 9710 (600 slots)        DLT             588     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
</TABLE>

     [A PORTION OF THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED. A COPY OF THIS SECTION WITH THE PORTION INTACT HAS BEEN FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

<PAGE>

<TABLE>
<CAPTION>

                                                                     Media  Software                  Annual SW     Additional
      Model        Supported Peripheral           Media Type         Slots  License        5X8       Maint. 7X24     License
      -----                  ----------           ----------         -----  -------        ---       -----------     -------

TAPE
                STORAGE TEK LIBRARIES
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
<S>                                               <C>              <C>      <C>            <C>       <C>            <C>
D-SAM-100          StorageTek 9740 (100 slots)        SD-3            100     ____         ____          ____          ____
D-SAM-200          StorageTek 9740 (200 slots)        SD-3            200     ____         ____          ____          ____
D-SAM-330          StorageTek 9740 (326 slots)        SD-3            326     ____         ____          ____          ____
D-SAM-500          StorageTek 9740 (494 slots)        SD-3            494     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-100          StorageTek 9360 (100 slots)        SD-3            100     ____         ____          ____          ____
D-SAM-200          StorageTek 9360 (200 slots)        SD-3            200     ____         ____          ____          ____
D-SAM-300          StorageTek 9360 (300 slots)        SD-3            300     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-400          StorageTek 9360 (400 slots)        SD-3            400     ____         ____          ____          ____
D-SAM-520          StorageTek 9360 (504 slots)        SD-3            504     ____         ____          ____          ____
D-SAM-740          StorageTek 9360 (727 slots)        SD-3            727     ____         ____          ____          ____
D-SAM-960          StorageTek 9360 (949 slots)        SD-3            949     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-1000         StorageTek 9310 (1000 slots)       SD-3          1,000     ____         ____          ____          ____
D-SAM-2000         StorageTek 9310 (2000 slots)       SD-3          2,000     ____         ____          ____          ____
D-SAM-3000         StorageTek 9310 (3000 slots)       SD-3          3,000     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
D-SAM-4000         StorageTek 9310 (4000 slots)       SD-3          4,000     ____         ____          ____          ____
D-SAM-5000         StorageTek 9310 (5000 slots)       SD-3          5,000     ____         ____          ____          ____
D-SAM-6000         StorageTek 9310 (6000 slots)       SD-3          6,000     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
GSAM-100           StorageTek 9710 (100 slots)        34XX            100     ____         ____          ____          ____
GSAM-200           StorageTek 9710 (200 slots)        34XX            200     ____         ____          ____          ____
GSAM-260           StorageTek 9710 (252 slots)        34XX            252     ____         ____          ____          ____
GSAM-420           StorageTek 9710 (420 slots)        34XX            420     ____         ____          ____          ____
GSAM-600           StorageTek 9710 (588 slots)        34XX            588     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
GSAM-100           StorageTek 9740 (100 slots)        34XX            100     ____         ____          ____          ____
GSAM-200           StorageTek 9740 (200 slots)        34XX            200     ____         ____          ____          ____
GSAM-330           StorageTek 9740 (326 slots)        34XX            326     ____         ____          ____          ____
GSAM-500           StorageTek 9740 (494 slots)        34XX            494     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
GSAM-100           StorageTek 9360 (100 slots)        34XX            100     ____         ____          ____          ____
GSAM-200           StorageTek 9360 (200 slots)        34XX            200     ____         ____          ____          ____
GSAM-300           StorageTek 9360 (300 slots)        34XX            300     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
GSAM-400           StorageTek 9360 (400 slots)        34XX            400     ____         ____          ____          ____
GSAM-520           StorageTek 9360 (504 slots)        34XX            504     ____         ____          ____          ____
GSAM-740           StorageTek 9360 (727 slots)        34XX            727     ____         ____          ____          ____
GSAM-960           StorageTek 9360 (949 slots)        34XX            949     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
GSAM-1000          StorageTek 9310 (1000 slots)       34XX          1,000     ____         ____          ____          ____
GSAM-2000          StorageTek 9310 (2000 slots)       34XX          2,000     ____         ____          ____          ____
GSAM-3000          StorageTek 9310 (3000 slots)       34XX          3,000     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
GSAM-4000          StorageTek 9310 (4000 slots)       34XX          4,000     ____         ____          ____          ____
GSAM-5000          StorageTek 9310 (5000 slots)       34XX          5,000     ____         ____          ____          ____
GSAM-6000          StorageTek 9310 (6000 slots)       34XX          6,000     ____         ____          ____          ____
------------------ ------------------------------ ------------- ---------- ------------ ----------- --------------- -----------
</TABLE>



     [A PORTION OF THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED. A COPY OF THIS SECTION WITH THE PORTION INTACT HAS BEEN FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


<PAGE>

                                   Schedule E

1.       LICENSE AND USE: Large Storage Configurations, Inc. ("LSC") and
         Customer, inclusive of all legal entities of the Customer, agree these
         terms and conditions apply to the licensing of LSC Software
         ("Software") as described as a software license form or other documents
         to which these terms and conditions are attached. All licenses must
         incorporate these Terms and Conditions, and all pre-printed clauses on
         customers order forms are deemed deleted. All licenses are valid upon
         acceptance by LSC.

         LSC hereby grants a single, non-transferable and non-exclusive license
         to use the Software in binary format. This software is licensed solely
         for the customers internal use, including the provision of data
         processing service to others in the normal course of Customer's
         business. No rights to sub-license or distribute the Software are
         granted. All rights not specifically granted to customer by this
         license shall remain in LSC. LSC may include features in the Software
         which restrict unlicensed use or use of the Software or related data
         after license.

         The Software may be used by customer only on the equipment (by host
         identification number) for which it is ordered. Customer may copy the
         Software for backup, archiving, or security, provided that it includes
         all of the copyright or proprietary notices of the original. Customer
         shall not modify, clone, disassemble, decompile, decrypt or otherwise
         reverse engineer any part of the Software of adapt any part of the
         Software as its own.

         The license granted herein does not include provision of maintenance
         service or software upgrades.

2.       NON-DISCLOSURE: Customer acknowledges that the Software is proprietary
         and shall remain the property of LSC or its suppliers. Customers will
         not disclose or make available to any third party an software or
         related information, in any form, except its employees and users for
         purposes specifically related to Customer's use of the software in
         accordance with this license. Customer shall take appropriate action by
         instruction or signed agreements with such employees and users to
         satisfy customer's obligations. Customer shall maintain records of the
         location of each original and copy of software and the host
         identification of the equipment on which it is used and shall provide
         such information to LSC on reasonable notice.

         The foregoing confidentiality provisions apply to all Software
         delivered by LSC and shall survive any termination or cancellation of
         any Software license.

         Customer and LSC may exchange other business or technical information.
         If such information is identified at the time as proprietary, the
         receiving party will guard its confidentiality as well as that party
         guards the confidentiality of its own proprietary information, but, at
         least using reasonable care. The obligation will continue for five (5)
         years after receiving the information.

3.       PATENTS AND COPYRIGHTS: Parts of the Software may have been patented or
         copyrighted by LSC or its third party provider. Patents or copyright
         notices have been included in the


<PAGE>

         Software for protective purposes, and such notices shall not be
         construed as causing publication of the Software.

4.       THIRD PARTY RIGHTS AND LICENSES: Some Software may be owned in whole or
         in party by third parties. The protection of Software and limitations
         of liabilities included in this contract also apply for the benefit of
         such third parties.

5.       GOVERNMENT USE: If customer is licensing Software on behalf of any part
         of the U.S. Government, the Government rights will be defined in DFARS
         252.226-7013(c)(i)(ii), or FAR 52.226-19(c)(2), or NASAFAR
         1852.227-86(d), as applicable for the agency involved and including any
         successor regulations.

6.       WARRANTY DISCLAIMER: LSC warrants that for a period of ninety (90) days
         from the date of installation, the Software will conform in all
         material respects to the specifications in LSC's published
         documentation. If the Software does not meet this requirement, and
         Customer notifies LSC within the applicable warranty period, LSC will,
         at its option, repair or replace the affected Software. This warranty
         excludes problems caused by act of customer's or causes external to the
         Software.

         Customer is responsible for the selection of Software to achieve its
         intended results, use of Software, and results obtained therefrom.

         The above warranties are LSC's only warranties and are in lieu of all
         implied warranties, including the implied warranties of merchantability
         and fitness for a particular purpose, and any warranty. LSC will not be
         liable in any event for any consequential, special, incidental, or
         indirect damages arising out of or in connection with any license or
         the performance or use of the Software. In any event, LSC maximum
         liability under any license for any person shall not exceed the total
         amount paid by customer for the applicable software.

7.       TITLE: Title to Software remains in LSC or its suppliers.

8.       CHANGES: Customer agrees to pay the price(s) shown on licenses. In
         addition, customer shall pay (or reimburse LSC for paying) all taxes
         (except franchise or income taxes) based on or measured by the changes
         set forth in any license, or based on the software or its use.

9.       INVOICES PAYMENT: Invoices for paid-up Software licenses will be issued
         upon shipment of the Software. Invoices will be delivered promptly to
         customers. Payment is due thirty (30) days after the date of the
         invoice.

         Payment is considered made when good funds are received in the account
         specified on the invoice. A delayed payment charge of one-half of one
         percent (0.5%) of the invoice amount will be paid by the customer for
         each fifteen (15) day period (or part thereof) of delay in payment
         beyond the payment due date.


<PAGE>

10.      EXPORT: Customer will not export or re-export, directly or indirectly,
         any Software or technical data without first complying with all
         applicable government export requirements.

11.      INFRINGEMENT: LSC will indemnify Customer as to any claim that any LSC
         trademark infringes any U.S. trademark or that the Software or any part
         thereto infringes any U.S. patent or that LSC does not have the right
         to license the Software to the Customer, provided that the Customer
         gives LSC prompt notice of the claim, permits LSC to control the
         defense or settlement thereof and cooperates fully with LSC's defense
         or settlement. In defense or settlement claim, LSC may, at its expense
         and option, procure for the Customer the right to continue using the
         Software; replace or modify the Software so it is non-infringing; or if
         neither or these is practical, accept return of the affected Software
         and grant the Customer a credit equal to any paid-up license charge
         paid, less reasonable depreciation. LSC will not be liable to Customer
         for any claim that is based upon use of the Software in modified form
         or in connection with equipment not approved by LSC, or in a manner for
         which the Software was not designed.

12.      TERMINATION: Any Software license may be terminated by either party
         upon the others failure to perform nay of its material obligations,
         provided that a reasonable cure period has been allowed. The license of
         any Software shall terminate upon de-installation of the equipment for
         which it is licensed.

         Upon termination of any Software license, customer shall promptly
         return to LSC all copies of Software, or certify in writing to LSC that
         all copies have been destroyed.

13.      GENERAL: All licenses are governed by the laws of the State of
         Minnesota. Any action must be filed within two (2) years after the
         cause of such action arises.

         Customer may not assign its rights under any license without the prior
         written consent of LSC.

         This license constitutes the entire agreement of the parties,
         supersedes any prior understanding relating to the subject matter, and
         may be amended or supplemented only in a written agreement signed by
         LSC and customer.


<PAGE>

                              Amendment Number One
                                     to the
                         Software Distribution Agreement
                                     between
                         Storage Technology Corporation
                                       and
                                    LSC, Inc.


This Amendment Number One ("Amendment") to that certain Software Distribution
Agreement ("Agreement"), effective September 12th, 1998, as between Storage
Technology Corporation ("StorageTek") and LSC, Inc. ("Supplier") is effective as
of the September 30, 1998. Capitalized terms not otherwise defined herein shall
have the meaning set for the in the Agreement.

StorageTek and Supplier hereby agree to the following:

1.       Supplier shall develop an Enhancement to the Standard Product, which
         Enhancement shall be made up of the following:

         Part I - Change LSC naming to StorageTek (in English language versions
         only) Change external corporate references from LSC to StorageTek.
         Implement changes at the source code level.

<TABLE>
<CAPTION>

         Sample changes:
<S>               <C>                                         <C>      <C>
         From:    LSC                                         To:      StorageTek
         From:    LSC, Inc.                                   To:      StorageTek
         From:    Large System Configurations, Inc.           To:      Storage Technology Corporation, Inc.
         From:    Storage and Archive Manager File System     To:      Application Storage Manager
         From:    SAM-FS                                      To:      ASM
</TABLE>

         Supplier will continue to add copyright notice in the system log.

         The following modules will be converted to the StorageTek naming
         conventions:
         GUI headers/panels
         Error messages
         Software package naming
         Manpage footers
         Any StorageTek visual start-up logo provided to Supplier

         Supplier shall deliver Enhancement that provides StorageTek with its
         own corporate identifiers. Supplier shall retain all intellectual
         property rights in the Enhancement (not including any rights in
         StorageTek names or trademarks), any additional Enhancements described
         in Section 3 and the Standard Product, including without limitation any
         copyright and other rights in the source code. StorageTek shall have
         the right to use the Standard Product as modified by the Enhancement
         (and additional Enhancements) as provided in the Agreement.

2.       Payments.

         StorageTek shall pay Supplier within thirty days after receipt of
         invoices referencing valid StorageTek purchase order numbers. Supplier
         shall invoice per the following schedule:

         __________upon the execution of the Amendment
         __________after delivery of the initial Enhancement

         After the initial Enhancement is delivered to StorageTek, Supplier
         shall continue to provide Enhancement(s) to StorageTek as requested for
         so long as StorageTek pays Supplier a fee of ________ every six months
         in advance, commencing with a payment of _______________ January 1,
         1999. Supplier shall not be


<PAGE>

         obligated to provide Enhancement(s) hereunder in the event StorageTek
         discontinues the semi-annual payments. Supplier shall be permitted to
         increase its fees under this Amendment in accordance with Section 9.2
         of the Agreement.

     [A PORTION OF THIS SECTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
     CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED. A COPY OF THIS SECTION WITH THE PORTION INTACT HAS BEEN FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

3.       Delivery.

         Supplier shall complete and deliver the initial Enhancement to
         StorageTek within six (6) weeks after the date of execution of the
         Amendment by the parties. Additional Enhancement(s) described herein
         shall be delivered to StorageTek in conjunction with New Releases
         Supplier provides to StorageTek in accordance with the Agreement.

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their authorized representatives as of the day in the first paragraph written
above.

Executed by:


Storage Technology Corporation               LSC, Inc.

By  /s/ Chris Ceszczon                       By  /s/ J.B. Balogh
    ---------------------------------          ---------------------------------

Name Chris Ceszczon                          Name  J.B. Balogh
    ---------------------------------            -------------------------------

Title Subcontract Administrator              Title President & CEO
     --------------------------------             ------------------------------

Date October 16, 1998                        Date October 12, 1998
    ---------------------------------             ------------------------------


<PAGE>

                             Amendment Number Three
                                     to the
                         Software Distribution Agreement
                                     between
                         Storage Technology Corporation
                                       and
                                    LSC, Inc.


This Amendment Number Three ("Amendment") to that certain Software Distribution
Agreement ("Agreement"), effective September 12, 1998, between Storage
Technology Corporation ("StorageTek") and LSC, Inc. ("Supplier") is effective as
of the 27th day of January, 1999. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Agreement.

StorageTek and Supplier hereby agree to the following addition to Section 6-
Year 2000 Warranty:

         LSC warrants that Standard Product will operate accurately, in the
         manner it was intended as it relates to date-related operations when
         given a valid date containing the century, year, month and day.
         Accurately means that the calculations on dates using four (4) digit
         year, and input, output and storage of dates process correctly both
         before and after AD. 2000 without human intervention, including leap
         year calculations, and forward and backward date calculations spanning
         the year 2000 demarcation; provided, the underlying Solaris operating
         system has the required patches installed from Sun Microsystems as
         recommended by Sun Microsystems with regard to maintaining Year 2000
         Compliance of Solaris.

         Notwithstanding any other provision of the Agreement to the contrary,
         StorageTek's remedy for failure of the above warranty shall be repair
         or replacement by LSC of the non-complaint Standard Product.

In Witness Whereof the parties hereto have caused this Amendment to be executed
by their respective authorized representatives and made effective as of the date
first above stated. All other terms and conditions of the Agreement remain in
full force and effect.

ACKNOWLEDGED AND AGREED:

Storage Technology Corporation                               LSC, Inc.


Storage Technology Corporation               LSC, Inc.

By  /s/ Chris Ceszczon                       By  /s/ J.B. Balogh
    ---------------------------------          ---------------------------------

Name Chris Ceszczon                          Name  J.B. Balogh
    ---------------------------------            -------------------------------

Title Subcontract Administrator              Title President & CEO
     --------------------------------             ------------------------------

Date January 27, 1999                        Date January 28, 1999
    ---------------------------------            -------------------------------