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                                                                   EXHIBIT 10.10

          TAX INDEMNIFICATION AND S CORPORATION DISTRIBUTION AGREEMENT

            This TAX INDEMNIFICATION AND S CORPORATION DISTRIBUTION AGREEMENT
(the "Agreement") is entered into as of March___, 2000 between OTG SOFTWARE,
INC., a Delaware corporation (the "Company"), and the persons listed on Schedule
A attached hereto (individually a "Stockholder" and collectively the
"Stockholders"). Capitalized terms not otherwise defined have the meanings
ascribed to them in Section 1.1.

            WHEREAS, the Company and the Stockholders have entered into this
Agreement as a condition to the Public Offering;

            WHEREAS, the Company has been an "S corporation" (as defined in
Section 1361(a)(1) of the Code) for federal tax purposes since March 4, 1992;

            WHEREAS, the Company and the Stockholders understand that the
Company's S corporation status will terminate upon the date of the Public
Offering (the "Termination Date"), and, as a result, the Company will be a "C
corporation" (as defined in Section 1361(a)(2) of the Code) beginning on the
Termination Date;

            WHEREAS, the Company will declare the Tax Dividend which will be
payable as soon as possible on or after the Closing Date;

            WHEREAS, the Company and the Stockholders wish to terminate this
Agreement such that it has no effect should the Public Offering not occur;

            NOW, THEREFORE, the parties agree as follows:

                                   DEFINITIONS

        1.1.    Definitions.  The following terms, as used herein, have the
following meanings:

            (a) "AA Account" means the Company's "accumulated adjustments
account," as defined in Section 1368(e)(1) of the Code, as of the close of
business on the day before the Termination Date.

            (b) "AAA Settlement Date" means the last day of the
"post-termination transition period," as defined in Section 1377(b) of the Code,
of the Company, except shall not include any extension of the post-termination
transition period pursuant to Section 1377(b)(l)(C) as the result of a
determination that the Company's election under Section 1362(a) had terminated
earlier than the Closing Date.

            (c) "Applicable Marginal Tax Rate" means the highest combined
marginal rate of federal, state and local income tax applicable to individuals
subject to taxation in the state in which the Company has its primary place of
business for the year of computation.

            (d) "Closing Date" means the date on which the Public Offering
closes.
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            (e) "Code" means the Internal Revenue Code of 1986, as amended.

            (f) "C Short Year" means that portion of the S Termination Year of
the Company beginning on the Termination Date and ending on the last day of the
S Termination Year.

            (g) "C Taxable Year" means any taxable year (or portion thereof) of
the Company, including the C Short Year, during which it is subject to taxation
as a C corporation as defined in Section 1361(a)(2) of the Code.

            (h) "Estimated Tax Dividend" means the estimated Tax Dividend
computed based upon a good faith determination of the Company as soon as
possible after the Closing Date.

            (i) "Final Determination" means the first to occur of

                (i) the expiration of 30 days after IRS acceptance of a Waiver
             of Restrictions on Assessment and Collection of Deficiency of Tax
             and Acceptance of Overassessment on IRS Form 870 or 870-AD (or any
             successor comparable form or the expiration of a comparable period
             with respect to any comparable agreement or form under the laws of
             other jurisdictions);

                (ii) a decision, judgment, decree, or other order by a court of
             competent jurisdiction that is not subject to further judicial
             review and has become final;

                (iii) the execution of a closing agreement under Section 7121 of
             the Code or the acceptance by the IRS of an offer in compromise
             under Section 7122 of the Code, or comparable agreements under the
             laws of other jurisdictions;

                (iv) the expiration of the time for filing a claim for refund or
             for instituting suit in respect for a claim for refund disallowed
             in whole or in part by the IRS or other relevant tax authority;

                (v) any other final disposition of the tax liability for such
             period by reason of the expiration of the applicable statute of
             limitations; or

                (vi) any other event that the parties agree is final and
             irrevocable determination of the liability at issue.

            (j) "Public Offering" means the public offering of the Company's
Common Stock pursuant to the Registration Statement on Form S-1 originally filed
by the Company with the Securities and Exchange Commission on December 23, 1999.

            (k) "Record Date" means the day prior to the date upon which the
Company's Registration Statement on Form S-1, as amended, which was initially
filed with the Securities and Exchange Commission on December 23, 1999, is
declared effective by the Securities and Exchange Commission.


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            (l) "S Short Year" means that portion of the S Termination Year
beginning on the first day of such taxable year and ending on the day
immediately preceding the Termination Date.

            (m) "S Taxable Year" means any taxable year (or portion thereof) of
the Company, including the S Short Year, during which it is subject to taxation
as an S corporation as defined in Section 1361(a)(1) of the Code.

            (n) "S Termination Year" shall mean the fiscal year of the Company
that includes the Termination Date.

            (o) "Tax Dividend" means the dividend to be declared by the Company
in an amount equal to the aggregate federal, state, and local income tax payable
by the Stockholders on the income of the Company for the calendar years 1998 and
1999 and the S Short Year that passes through to the Stockholders pursuant to
Section 1366 of the Code, using the Applicable Marginal Tax Rate; provided
however that such amount shall not exceed the lesser of $1.6 million or the AA
Account.

            (p) "Taxing Authority" means the United States Internal Revenue
Service and any comparable state or foreign taxing authority.

            (q) "Termination Date" means the date on which the S corporation
status of the Company will terminate pursuant to Section 1362(d) of the Code,
which is expected to be the Closing Date.

                                    ARTICLE 2

           TERMINATION OF S CORPORATION STATUS, ALLOCATION OF INCOME,
          DECLARATION OF TAX DIVIDEND AND ADJUSTMENT OF ESTIMATED TAX
                                    DIVIDEND

            2.1 Termination of S Corporation Status. The Company and the
Stockholders understand that the Company's S corporation status will terminate
upon the consummation of the Public Offering.

            2.2 Pro Rata Allocation of Tax Items. The Company shall be required
to allocate the tax items described in Section 1362(e)(2)(A) of the Code between
the S Short Year and the C Short Year pursuant to the pro rata allocation rules
set forth in Section 1362(e)(2)(B) of the Code.

            2.3 Declaration of Tax Dividend. Prior to the Closing Date, the
Company shall declare the Tax Dividend, subject to the closing of the Public
Offering, to the stockholders of record on the Record Date payable as soon as
possible on or after the Closing Date in the amount of the Estimated Tax
Dividend.



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            2.4 Adjustment to Estimated Tax Dividend.

            (a) Determination of Estimated Tax Dividend. The parties acknowledge
that the amount of the Estimated Tax Dividend will be based on good faith
determinations by the Company as of the Termination Date.

            (b) Adjustment of Estimated Tax Dividend. The parties agree that if
the Company determines after the Termination Date and on or before the AAA
Settlement Date that the Estimated Tax Dividend does not equal the amount of the
Tax Dividend, then:

                (i) if the amount of the Estimated Tax Dividend exceeds the
             amount of Tax Dividend, the Stockholders who received the Estimated
             Tax Dividend shall thereafter remit to the Company their pro-rata
             share of such excess no later than thirty (30) days after receiving
             notice from the Company that such amount is payable; and

                (ii) if the amount of the Tax Dividend exceeds the amount of the
             Estimated Tax Dividend, the Company shall thereafter distribute to
             the Stockholders their pro-rata shares of such excess within thirty
             (30) days following the date the Company determines an amount is
             payable pursuant to this Section 2.4(b)(ii).

            (c) Interest on Adjustment. Any payment due under this section shall
be increased by interest on the amount of such payment computed from the date of
the payment of the Estimated Tax Dividend until the date of payment pursuant to
this section. The interest rate shall be the Prime Rate of Fleet Bank (or its
successors) as adjusted from time to time.

                                    ARTICLE 3

                  TAX PAYMENTS AND INDEMNIFICATION OBLIGATIONS

            3.1 Liability for Taxes Incurred During S Short Year. Each
Stockholder covenants and agrees that: (i) the Stockholder will duly include, in
his own federal and state income tax returns, all items of income, gain, loss,
deduction, or credit attributable to the S Short Year in a manner consistent
with the Form 1120S and the schedules thereto (and the corresponding state
income tax forms and schedules) to be filed by the Company with respect to such
period; (ii) such returns shall be filed no later than the due date (including
extensions, if any) for filing such returns; and (iii) each Stockholder shall
pay any and all taxes required to be paid for its taxable year that includes the
S Short Year.

            3.2 Liability for Taxes Incurred During S Short Year and C Short
Year. The Company covenants and agrees that: (i) the Company shall be
responsible for and shall effect the filing of all federal and state income tax
returns for the Company with respect to the S Short year and the C Short Year;
(ii) such Company returns shall be accurately prepared and timely filed; and
(iii) the Company shall pay any and all taxes required to be paid by the Company
for the periods covered by such returns as required by applicable law.



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            3.3 Stockholders Indemnification of Company for Tax Liabilities.

            (a) Adjustments Attributable to Company's S Status. If, based on a
Final Determination, the Company is deemed to have been a C corporation for
federal, state or local income tax purposes during any period in which it
reported (or intends to report) its taxable income as an S corporation, each
Stockholder agrees to contribute to the capital of the Company, subject to the
limitations contained in the last sentence of this Section 3.3(a) and in Section
3.3(b), an amount necessary to hold the Company harmless from any taxes (net of
any refunds) and interest arising from such Final Determination. Each
Stockholder's obligation under this Section 3.3(a) shall be several and not
joint and shall be limited to that percentage of the tax (net of any refunds)
and interest due and payable by the Company equal to the fraction, expressed as
a percentage, the numerator of which is the total distributions to such
Stockholder made by the Company from March 4, 1992 through and including the
Termination Date, plus the Tax Dividend and any adjustment thereto pursuant to
this Agreement, and the denominator of which is the total distributions made by
the Company to all Stockholders from March 4, 1992 through and including the
Termination Date, plus the Tax Dividend and any adjustment thereto pursuant to
this Agreement.

            (b) Limit on Indemnification Amount. Any payment by a Stockholder to
the Company pursuant to this Section 3.3 shall not exceed the amount of the
total distributions made to such Stockholder by the Company after January 1,
2000, plus the Tax Dividend and any adjustment thereto pursuant to this
Agreement, reduced by any taxes paid or payable by the Stockholders on the
distributions and increased by any refund of taxes and interest received by the
Stockholders with respect to the Company's S corporation earnings.

            (c) Time of Indemnification Payment. The Stockholders shall
contribute to the capital of the Company amounts set forth in this Section 3.3
within thirty (30) days after notice from the Company that a payment is due by
the Company to the appropriate Taxing Authority.

            3.4 Contests/Cooperation.

            (a) Contests. Each of the Company and the Stockholders agree that
(i) in the event that any of them receives notice, whether orally or in writing,
of any federal, state, local or foreign tax examinations, claims, settlements,
proposed adjustments or related matters that may affect in any way the liability
of any of such persons whether under this Agreement or otherwise, it shall
within ten days notify the other parties in writing thereof (provided that any
failure to give such notice shall not reduce a party's right to indemnification
under this Agreement except to the extent of actual damage incurred by the other
parties as a result of such failure), and (ii) the Company shall be entitled at
its reasonable discretion and sole expense to handle, control and compromise or
settle the defense of any matter of the Company or any Stockholder which may
give rise to a liability under this Agreement or a limitation of liability under
this Agreement, provided that the Stockholders may participate in all
conferences, meetings or proceedings with respect to the issue.

            (b) Cooperation. The parties will make available to one another, as
reasonably requested, and to any Taxing Authority, all information, records or
documents relating to the


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liability for taxes covered by this Agreement and will preserve such
information, records or documents until the expiration of any applicable statute
of limitations or extensions thereof. The party requesting such information
shall reimburse the other party for all reasonable out-of-pocket costs incurred
in producing such information.

            (c) Claims for Refund. Each party hereto agrees to file a properly
completed claim with the appropriate Taxing Authority for a refund or an
abatement of taxes paid with respect to any matter which may give rise to a
liability under Section 3.4 of this Agreement.

            3.5 Costs.  Except to the extent otherwise provided herein, each
party shall bear its own costs in administering this Agreement.

            3.6 Correction of a Final Determination. In the event a party makes
a payment pursuant to this Agreement based on the expected outcome of a Final
Determination which subsequently is determined to have been incorrect, the
parties shall adjust the payments hereunder in order to reflect the subsequent
determination as if it was the Final Determination upon which the original
payment was based.

                                    ARTICLE 4

                                  MISCELLANEOUS

            4.1 Disputes. If the parties are, after negotiation in good faith,
unable to agree upon the appropriate application of this Agreement, the
controversy shall be settled by the accounting firm remaining on the list of
firms set forth on Schedule B hereto after the Company and the representative of
the Stockholders, commencing with the Company, shall have objected seriatim to
the other firms of the list (the "Accounting Firm"). The decision of the
Accounting Firm shall be final, and each of the Company and the Stockholders
agree immediately to pay to the other any amount due under this Agreement
pursuant to such decision. The expenses of the Accounting firm shall be borne
one-half by the Company and one-half by the Stockholders, in the same proportion
that the Stockholders share liability under Section 3.3 hereof, unless the
Accounting Firm specifies otherwise.

            4.2 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
counterparts collectively shall constitute an instrument representing the
Agreement between the parties hereto.

            4.3 Construction of Terms. Nothing herein expressed or implied is
intended, or shall be construed, to confer upon or give any person, firm or
corporation, other than the parties hereto or their respective successors and
assigns, any rights or remedies under or by reason of this Agreement.

            4.4 Governing Law. This Agreement and the legal relations between
the parties hereto shall be governed by and construed in accordance with the
substantive laws of the Commonwealth of Delaware without regard to Delaware
choice of law rules.

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            4.5 Amendment and Modification.  This Agreement may be amended,
modified or supplemented only by a written agreement executed by the parties.

            4.6 Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto without the prior written consent of the other parties, nor
is this Agreement intended to confer upon any other person except the parties
any rights or remedies hereunder.

            4.7 Interpretation. The title, article and section headings
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not in any way affect the meaning
or interpretation of this Agreement.

            4.8 Severability. In the event that any one or more of the
provisions of this Agreement shall be held to be illegal, invalid or
unenforceable in any respect, the same shall not in any respect affect the
validity, legality or enforceability of the remainder of this Agreement, and the
parties shall use their best efforts to replace such illegal, invalid or
unenforceable provisions with an enforceable provision approximating, to the
extent possible, the original intent of the parties.

            4.9 Entire Agreement. This Agreement embodies the entire agreement
and understanding of the parties hereto in respect to the subject matter
contained herein. There are no representations, promises, warranties, covenants,
or undertakings, other than those expressly set forth or referred to herein.
This Agreement supersedes all prior agreements and the understandings between
the parties with respect to such subject matter.

            4.10 Interest on Overdue Payments. Any payment pursuant to this
Agreement not made when due under this Agreement shall bear interest at the rate
of the Prime Rate of BankBoston (or its successors), as published from time to
time.

            4.11 Setoff. All payments to be made by any party under this
Agreement shall be made without setoff, counterclaim or withholding, all of
which are expressly waived.

            4.12 Notices. All notices provided for in this Agreement shall be
validly given if in writing and delivered personally or sent by registered mail,
postage prepaid

            if to the Company, to:

            Chief Financial Officer
            OTG Software, Inc.
            6701 Democracy Boulevard, Suite 800
            Bethesda, MD 20817

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            copy to:

            Brent B. Siler, Esq.
            Hale and Dorr LLP
            11951 Freedom Drive, Suite 1400
            Reston, VA  20190

            if to any Stockholder, to:

            Name of Stockholder
            c/o Richard A. Kay
            President and Chief Executive Officer
            OTG Software, Inc.
            6701 Democracy Boulevard, Suite 800
            Bethesda, MD 20817

            4.14 Termination of Agreement.  This Agreement shall terminate and
be void, as if it never had been executed, if the Closing Date shall occur after
April 30, 2000.


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            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                   OTG SOFTWARE, INC.

                                   By:
                                      --------------------------
                                      Ronald W. Kaiser
                                      Chief Financial Officer

                                   STOCKHOLDERS:

                                   ------------------------------
                                   Richard A. Kay

                                   ------------------------------
                                   Alexandra Kay

                                   ------------------------------
                                   The Amanda Jean Kay November 1999 Grantor
                                   Retained Annuity Trust
                                   dated November 10, 1999

                                   -------------------------------
                                   The Bradley Evan Kay November 1999 Grantor
                                   Retained Annuity Trust
                                   dated November 10, 1999

                                   -------------------------------
                                   The Brandon Kay June 1999 Grantor
                                   Retained Annuity Trust
                                   dated June 15, 1999

                                   -------------------------------
                                   The Brandon Kay June 1999 Grantor
                                   Retained Annuity Trust
                                   dated November 10, 1999

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                                   -------------------------------
                                   F. William Caple

                                   -------------------------------
                                   Ronald W. Kaiser

                                   -------------------------------
                                   Gabriel A. Battista

                                   -------------------------------
                                   John Burton

                                   -------------------------------
                                   Joseph R. Chinnici

                                   -------------------------------
                                   Geaton A. DeCesaris, Jr.

                                   -------------------------------
                                   Scott Nickel

                                   -------------------------------
                                   Stewart Nickel

                                   -------------------------------
                                   Paul Matsko

                                   -------------------------------
                                   Robert Alan Depelteau

                                   -------------------------------
                                   Mark Hanson

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                                   -------------------------------
                                   Angela Duffy

                                   -------------------------------
                                   JoAnn DeCesaris

                                   -------------------------------
                                   Elizabeth DeCesaris

                                   -------------------------------
                                   Kristin DeCesaris

                                   -------------------------------
                                   Maria DeCesaris



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                                   SCHEDULE A

                              LIST OF STOCKHOLDERS

            Richard A. Kay

            Alexandra Kay

            The Amanda Jean Kay November 1999
            Grantor Retained Annuity Trust
            dated November 10, 1999

            The Bradley Evan Kay November 1999
            Grantor Retained Annuity Trust
            dated November 10, 1999

            The Brandon Kay June 1999 Grantor
            Retained Annuity Trust dated June 15, 1999

            The Brandon Kay June 1999 Grantor
            Retained Annuity Trust  dated November 10, 1999

            F. William Caple

            Ronald W. Kaiser

            Gabriel A. Battista

            John Burton

            Joseph R. Chinnici

            Geaton A. DeCesaris, Jr.

            Scott Nickel

            Stewart Nickel

            Paul Matsko

            Robert Alan Depelteau

            Mark Hanson

            Angela Duffy

            JoAnn DeCesaris

            Elizabeth DeCesaris


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            Kristin DeCesaris

            Maria DeCesaris



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                                   SCHEDULE B

                            LIST OF ACCOUNTING FIRMS

            PricewaterhouseCoopers LLP

            KPMG Peat Marwick LLP

            Arthur Andersen LLP

            Deloitte & Touche LLP

            Ernst & Young LLP



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