AMENDMENT
                            TO THE CUSTOMER AGREEMENT

 This  Amendment  ("Amendment")  to the Customer  Agreement  entered into on the
 ______________day of  ________________2001  By and between Hitachi Data Systems
 Corporation ("HDS") and US Data Authority ("Customer") (the "Agreement") hereby
 amends  the  Agreement  to provide  for a unique  revenue  sharing  arrangement
 between HDS and Customer as of _________________ 2001 ("Effective Date").

 Now, for good and valuable consideration hereby acknowledged, the parties agree
as follows:

 1. HDS agrees to provide and Customer agrees to pay for 100 terabytes ('78s")of
Hitachi  Freedom  Storage  9960 as  identified  on the  corresponding  Equipment
Schedule  ("Initial  Shipments").  The Initial Shipments shall include the 8 TBs
previously shipped to Customer.  Additional  Equipment will be provided pursuant
to the execution of mutually agreeable  Equipment Schedules at the prices listed
on  Attachment A.  Customer  intends to use all Equipment  only for its Internet
Storage Infrastructure Services ("Services").

 2. Customer hereby agrees to promptly pay HDS for the Initial Shipments via the
below described  Revenue Share Plan within thirty (30) days from the end of each
month during which the related  Services were provided.  Customer also agrees to
pay all applicable taxes (including personal property,  sales and use taxes, but
excluding  taxes based upon HDS' net  income)  related to the  Equipment  by the
relevant due date.

 3.  Under the Revenue Share Plan, HDS shall receive and Customer shall pay  the
following  percentages of its revenues  resulting  from its Services:  (a) fifty
(50) percent  until HDS is paid in full for the  Equipment,  and then (b) twenty
(20)  percent for the  remaining  useful  life of the  Equipment.  However,  the
Revenue  Share  Plan shall not begin for the first  fifty (50) TBs of  Equipment
until 180 days after shipment of each such item of Equipment.  In  consideration
of this delay, Customer agrees to grant HDS 4,000 shares of US Data common stock
for each of the first fifty (50) TBs shipped. For the next 50 TBs delivered, the
revenue share shall begin when  customer  bills the end user of the ISI service,
which will be no more than 60 days after shipment to the customer.

 4. In the event HDS'share from the Revenue Share Plan do not exceed thirty (30)
percent of the purchase  price of each item of Equipment  listed on an Equipment
Schedule ("Minimum  Payment") at the end of the 12 month period beginning on the
first day of the Revenue Share Plan for the relevant item of Equipment, Customer
agrees to promptly pay HDS the Minimum  Payment for each such item of Equipment.
If Customer does not pay the Minimum Payment within 30 days thereafter,  HDS, at
its sole option and in addition to any an all other remedies available at law or
otherwise, may terminate the Revenue Share Plan in whole or in part.

5. In consideration of HDS'willingness to enter this revenue sharing arrangement
with  Customer,  Customer  agrees HDS will be its sole and exclusive  enterprise
class  data  storage  equipment  provider  during  the  next  36  months.   This
exclusivity  clause  will not apply to any  companies  which US Data may acquire
during the next 36 months.

 6. Customer will receive  non-transferable  standard maintenance services at no
cost for the entire period the  Equipment is utilized for Services  resulting in
revenues shared with HDS.

 9.  HDS  shall retain title to each item of Equipment delivered hereunder until
the  purchase  price for the  relevant  Equipment  is  recovered in full by HDS.
Customer agrees not to encumber the Equipment with any liens or otherwise nor to
take any act contrary to HDS' rights,  title or interest in the Equipment  until
HDS recovers its purchase price. Any attempt to do so shall be void.

 10. Upon  reasonable  request  by  HDS,  Customer  agrees to provide HDS or its
auditors  with full and free access to Customer's  books and records  during the
duration  of the  Agreement  and for a period  of two (2) years  thereafter  for
purposes  of  verifying  compliance  with  the  terms  and  conditions  of  this
Amendment.

Except as set forth  herein,  all other terms and  conditions  of the  Agreement
remain in full force and effect.

By signing below the parties hereto hereby  evidence their agreement to be bound
by the terms of this Amendment to the Agreement as of the Effective Date.

 Agreed to:                                           Agreed to:
 Hitachi Data Systems Corporation                     US Data Authority, Inc.

 By:                                                  By:

 Printed Name:                                        Printed Name:
 Title:                                               Title:


<PAGE>
 CUSTOMER AGREEMENT

 This Agreement governs the business transactions by and between the undersigned
 Customer and Hitachi Data Systems Corporation  ("HDS").  Certain terms used are
 defined herein or in the Glossary of Terms in Section 10.

 By signing below the parties have caused this  Agreement to be duly executed by
their respective authorized representatives.

 Hitachi Data Systems Corporation              Customer
 Agreed to:                                    Agreed to:

 Hitachi Data System

 BY:                                           By:
 PrintedName:                                  Printed Name:
 Date:                                         Date:

 Agreement Number: 01-K5382

 Hitachi Data Systems Office address:


                                               Customer address:
                                               3500 NW Boca Raton Blvd.
                                               Suite 811
                                               Boca Raton, FL 33431
<PAGE>

Section 1. Equipment

1.1 Title; Security Interest, Risk of Loss.

(a) Subject to the terms of this  Agreement  and upon  execution and delivery by
HDS and Customer of an Equipment  Attachment for Customer's  purchase of an item
of Equipment  Attachment for Customer's  purchase of an item of Equipment  shall
pass to Customer on its date of shipment.

(b) Customer  hereby  grants to HDS a purchase  money  security  interest in the
purchased Equipment until HDS is paid in full. Customer agrees to cooperate with
HDS to perfect this  security  interest and shall execute and deliver to HDS all
financing  statements and other documents as HDS reasonably  requests to perfect
its security interest in accordance with applicable law. Until Customer pays HDS
in full for the  purchased  Equipment,  Customer  shall  not:  (i) sell,  lease,
transfer or otherwise  dispose of the purchased  Equipment (or any part thereof)
to any person or entity;  (ii) modify or replace the purchased Equipment (or any
part thereof);  or, (iii) relocate the purchased Equipment (or any part thereof)
from the  Location.  Any  sale,  lease,  transfer  or other  disposition  of the
purchased   Equipment  in  violation  of  the  immediately   preceding  transfer
restrictions shall be void.

(c) HDS shall bear the risk of loss or damage to the purchased  Equipment  until
it is delivered to Customer,  at the Location, at which time the risk of loss or
damage to the purchased Equipment shall pass to Customer.

1.2 Delivery and  Installation.  Except as specified in an Attachment,  HDS will
install the  purchased  Equipment  at Location.  Customer  agrees to prepare the
Location for the  installation,  at its own  expense,  in  accordance  with HDS'
specifications on or before the estimated date of delivery.

Section 2. Services

2.1 Maintenance Services.

(a) Subject to the terms of this  Agreement  and upon  execution and delivery by
the  parties  of  an  Attachment,  HDS  or  its  Contractor  shall  provide  the
Maintenance Services to Customer around the clock, unless otherwise specified in
Attachment. Any parts removed from any Equipment in the course of performing any
Maintenance Services shall become the property of HDS.

(b) Certain  Equipment is eligible for Hi-Track@  Services which may be included
as part  of  Maintenance  Service.  As a  condition  to HDS  providing  Hi-Track
Services,    Customer   shall   provide   and   maintain,    at   its   expense,
telecommunications  line(s) and access as specified by HDS. HDS  certifies  that
its Hi-Track  Services will not access  Customees data. HDS agrees to maintain a
Customer  provided password as confidential  information and utilize  reasonable
care to  protect  it.  During  the  period HDS  provides  Hi-Track  Services  to
Customer,  the Hi-Track  Material shall remain only at the Location.  If for any
reason HDS ceases to provide  Customer  with  Maintenance  Services or Hi- Track
Services,  Customer shall promptly return all Hi-Track  Material (and all copies
of Hi-Track  Material,  including  backup and archival copies) in its possession
and control  (whether  the copies  reside in any item of  Equipment or any other
computer systems,  storage media or other file) and shall promptly allow HDS (or
its designee) to purge or destroy all of the Hi-Track Material.

(c) Except as provided in an Attachment,  Maintenance Services shall not include
and Customer shall be responsible  for: (i) providing and maintaining a suitable
environment  for the  Products as specified by HDS;  (ii) the  availability  and
performance of any electrical  work external to an item of Equipment;  (iii) the
maintenance of accessories,  attachments, equipment, or other devices not listed
on  any  related   Attachment;   (iv)  the  painting,   refinishing,   or  other
refurbishment  of Equipment;  (v) the repair of damage  resulting from accident,
transportation,  non-HDS  installed  software  or  firmware,  neglect,  improper
environmental  conditions  or any  causes  other  than  ordinary  use;  (vi) the
movement or rearrangement of Equipment or cables,  additional  wiring, or repair
to a  previously  prepared  site or  station to make it  operational;  (vii) the
installation  or removal of  accessories,  attachments or other devices,  or the
furnishing of supplies; (viii) providing HDS with full, free, and safe access to
Customer's  sites  and  notifying  HDS of any  unsafe  conditions  or  hazardous
materials to which HD5 personnel would or could be exposed to at Customers site;
and (ix) obtaining  certification of maintenance  eligibility from the equipment
manufacturer or authorized service agent if required by HDS.

(d)  Maintenance  Services  shall be effective  for the period  specified in the
relevant Attachment;  or if no period is specified, the period commencing on the
date that the Attachment becomes effective and shall end on the termination date
specified in a termination  notice delivered by either party to the other party.
However,  Customer  may  deliver  a  termination  notice  only  after  the first
anniversary of the effective date of the Attachment,  and the  termination  date
specified  in that notice  must be at least 90  calendar  days after the date of
notice.

2.2 Billable Services.  Upon Customer's request, HDS may elect to perform any of
Customees  responsibilities detailed in Section 21(c), which shall be chargeable
at HDS' then current time and expense rate or on a quoted fixed fee basis.

2.3  Professional  Services.  Subject  to the terms of this  Agreement  and upon
execution  and  delivery  by  the  parties  of an  Attachment  for  Professional
Services,  HDS  or  its  Contractors  shall  provide  Professional  Services  to
Customer.  The  Attachment  may  include:  (a)  HDS'  and  Customers  respective
responsibilities;  (b) an estimated completion schedule setting milestones;  (c)
any  specific  completion  criteria  that HDS is required to meet to fulfill its
obligations  under the  Statement of Work;  (d) the  applicable  charges and any
other   terms;   or  (e)   identification   of  HDS  and   Customer   designated
representatives.

2.4 Work Product.  Customer acknowledges and agrees that HDS, its licensors,  or
its Contractors own all Work Product,  except any Work Product  identified in an
Attachment to be owned by Customer (e.g.  "work for hire").  The Attachment will
identify  the Work  Product to be  delivered  to  Customer.  To the extent  that
Customer  and HDS own any  Work  Product,  each  hereby  grants  to the  other a
personal,  nonexclusive  and paid-up  license to: (a) use the Work Product;  (b)
modify and prepare derivative works of the Work Product; and (c) reproduce, copy
and display the Work Product; however, the Customer's,  license shall be limited
to intra-company uses, modifications, derivations, distributions, reproductions,
copying  and  displays  for the sole  benefit of  Customer,  its  employees  and
representatives.

Section 3. Licenses for Software

3.1 Shrink-wrap Software, Licensed Equipment  Software,  and  Licensed  Internal
Code.

(a)  If the Equipment includes Shrink-wrap Software, Customer agrees its use  of
Shrink-wrap  Software  shall be  governed by the  related  shrink-wrap  license,
including any restraint on transferability. HDS or certain third parties own all
right,  title and interest in and to such Shrink-wrap  Software.  Customer shall
have no recourse  against HDS regarding any  Shrink-wrap  Software unless HDS is
the Shrink-wrap  Software Licensor,  and then only to the extent provided in the
shrink-wrap  license. To the extent that the Equipment is transferred to another
party, the transferee shall be deemed to be  the,"Customer"  for all purposes of
this section 3.1 (a).

(b)  Subject to the terms of this  Agreement,  HDS hereby  grants to  Customer a
personal  and  non-exclusive  license to use  Equipment  Software  and  licensed
internal code  accompanying or installed on any Equipment,  for the sole purpose
of enabling the Equipment to function according to its specifications.

(c) Customer  may  transfer  possession  of the  Equipment  Software or licensed
internal code to a third-party  provided  that:  (i) the transfer shall occur in
conjunction  with the transfer to the  third-party of the Equipment on which the
Equipment Software or licensed internal code is installed;  (ii) the third-party
transferee is furnished with a legible and complete copy of this Agreement;  and
(iii)  the  third-party  transferee  agrees  to be  bound  by the  terms of this
Agreement  upon the earlier of (A) its initial use of the Equipment  Software or
the licensed internal code and (B) the transfer of the Equipment Software or the
licensed  internal  code.  Unless  expressly  agreed upon in writing by HDS, any
third-party  transferee  accepts the Equipment  Software,  the licensed internal
code and the  Equipment  on an 'as-is"  basis,  and  neither  HDS nor any of its
direct  or  indirect  licensors  shall  have  any  liability  whatsoever  to the
third-party  transferee for any claims relating to the Equipment  Software,  the
licensed internal code or the Equipment.  If the third-party  transferee desires
to receive a license or support  for the  licensed  internal  code or  Equipment
Software,  such  transferee  should  contact  HDS and enter into an  appropriate
license  agreement.  When Customer is no longer in possession of the  Equipment,
Customer's  license for the  Equipment  Software and the licensed  internal code
shall  automatically  terminate  and  Customer  must  purge  all  copies  in its
possession.

3.2 Program License.
(a) Subject to the terms of this Agreement and upon execution  and  delivery  by
the parties of a Program  Attachment,  HDS hereby grants to Customer a personal,
nonexclusive  and  nontransferable  license to use the  Program at the  location
specified  in the Pro  Program  only  for its  internal  business  purposes  and
internal  gram  Attachment.  Customer  may use a Program  only for its  internal
business  purposes and internal data processing.  The computer softw Program may
be used in  accordance  with its related  documentation  and only as provided in
either  machine-readable  object code form or machi  ne-com  pressed  form.  The
related documentation may be used only in printed or electronic form.

(b) If the equipment  identified on the Program Attachment  becomes  temporarily
inoperable,  Customer  may load and use a Program  on  another  of its  computer
systems at the same Location until the original  equipment becomes operable.  In
all other  instances,  Customer must obtain HDS' written consent before changing
either the equipment or the location.

3.3  Termination.  Subject to the terms of this Agreement,  a license granted to
Customer in this  Agreement for Licensed  Software  shall  terminate  upon:  the
licensing to Customer by HDS of any upgrade,  revision or  replacement  for that
Licensed  Software;  on the effective  date in a notice of  termination  for the
Licensed Software  received by HDS from Customer,  so long as the effective date
is at least 30  calendar  days after the date of receipt  of the  notice,  or in
accordance  with the terms and  conditions  of the relevant  Attachment.  If the
Customer defaults in its obligations for any Licensed  Software,  the provisions
of Section 8 shall apply.

3.4 Back-up  Copies.  Customer is authorized to make a single backup or archival
copy of any  Licensed  Software to be used as  necessary  to replace an original
version.  When making the backup or archival copy,  Customer agrees to reproduce
on that copy all copyright and other  proprietary  notices and any other notice,
statement  or legend that appears on the original  Licensed  Software.  Promptly
upon  receipt of an upgrade,  a new  version or a  replacement  of any  Licensed
Software,  Customer shall purge all copies of the previous versions, upgrades or
replacements  of that Licensed  Software in its possession or control  (wherever
located).  Subject to the terms of this Agreement,  Customer may retian one copy
of the  immediately  Previous  version,  upgrade or  replacement of any Licensed
Software  soley for backup  and  archival  purposes.  Customer  Shall  purge the
Licensed software from any media on which any Licensed Software is stor ed prior
to disposing of the media.  Customer shall also maintain accurate records of the
location of All originals or copies of all Licensed Software.

4.1 Products.  Customer  shall pay HDS for each  invoiced  Product in accordance
with the payment schedule  specified in the relevant  Attachment.  If no payment
date is  specified,  payment in full shall be due on the date HDS  delivers  the
Product to the Location specified in the Attachment.

4.2 Services.  Customer  shall pay HDS for each  invoiced  Service in accordance
with the payment schedule  specified in the relevant  Attachment,  if any. If no
payment  date is  specified,  payment  shall  be due on the  date of  Customer's
receipt of the invoice for that Service.  HDS may change the applicable  Monthly
Maintenance  Charge (MMQ or fee for any  Maintenance  Service by  delivering  to
Customer a notice of change at least 90  calendar  days  prior to the  effective
date of the  change.  Within  60  calendar  days of its  receipt  of a notice of
change,  Customer may terminate the subject Maintenance Service by delivering to
HDS a notice of  termination.  If after  the  parties  execute  and  deliver  an
Attachment for Maintenance Services,  Customer relocates the Equipment outside a
50 mile radius of HDS' nearest  Customer  Service and Support office,  HDS shall
have the immediate and automatic right to increase unilaterally the MMC for that
Maintenance  Service  to take  into  account  the  applicable  zone  charge,  or
terminate the Maintenance Service.

4.3 Taxes. Customer shall pay all applicable taxes (including personal property,
use and sales taxes,  but excluding taxes based upon HDS' net income) related to
the purchase by Customer of any Product or Service  under this  Agreement on the
payment date corresponding to that Product or Service.

4.4 Late Payment.  If HDS has not received full payment of the amounts due under
this Agreement  within five days of their payment date,  Customer  agrees to pay
HDS a service charge,  on demand,  equal to the lesser of (a) two percent of the
total  outstanding  balance per month,  or (b) the  highest  Rate  permitted  by
applicable  law. The service charge will accrue from the payment date on a daily
basis until payment of all outstanding amounts is made in full.


Section 5. Warranties

5.1  Equipment.  If an item of purchased  Equipment is delivered with a separate
warranty,  the terms and conditions of that separate warranty shall control.  in
all other  cases,  HDS warrants to Customer  that  purchased  Equipment  and the
related  licensed  internal  code will be free from  defects and conform to HDS'
official  published  specifications  for the period  specified  in the  relevant
Attachment, or if no period is specified, for a period of twelve months from its
Date  of   installation.   The   purchased   equipment   may  include   used  or
re-manufactured  components,  which are  warranted as as new.  HDS will,  at its
option,  either repair or replace any purchased  equipment or licensed  internal
code that does not comply with this warranty at no charge to the  Customer.  Any
claim  based on this  warranty  must be  Submitted  in writing to HDS within the
applicable warranty period.


5.2  Services  HDS  warrants to Customer  that it will provide all services in a
workmanlike  manner  in  accordance  with the  provisions  of the  corresponding
Attachment.  If services  are Not  performed  as  warranted,  HDS will  promptly
re-perform The services at no additional  charge to Customer or credit  Customer
for the price of the services subject to a warranty.

5.3 Equipment Software and Programs. HDS warrants to Customer that the Equipment
Software or Program,  when delivered,  properly installed and used in accordance
with its written specifications,  will perform substantially as described in the
relevant  written  specifications:  (a) for the period specified in the relevant
Attachment,  or (b) if no period is specified,  for a period of 90 calendar days
from its Date of  Installation.  HDS will,  at its  option,  repair,  replace or
accept the return of any Equipment Software or Program that does not comply with
this  warranty.  Any claim based on this  warranty  must be submitted in writing
within the applicable warranty period.

5.4 Limitations.  HDS warranties do not cover any Hitachi Intellectual Property,
Shrinkwrap  Software or Equipment  that have been damaged by accident,  neglect,
misuse,  abuse,  or natural  disaster,  or subjected to an  unsuitable  physical
operating environment, not properly maintained in accordance with the procedures
recommended by its supplier, or modified without HDS' prior written consent.

THE FOREGOING  WARRANTIES  ARE IN LIEU OF ALL OTHER  WARRANTIES  WITH RESPECT TO
PRODUCTS OR SERVICES.  HDS DISCLAIMS,  AND CUSTOMER  HEREBY WAIVES,  ANY AND ALL
OTHER EXPRESS OR IMPLIED WARRANTIES  INCLUDING THE IMPLIED WARRANTIES OF FITNESS
FOR A PARTICULAR  PURPOSE OR  MERCHANTABILITY.  HDS, ITS  LICENSORS,  VENDORS OR
CONTRACTORS  DO  NOT  WARRANT  THAT  PRODUCTS  WILL  OPERATE   UNINTERRUPTED  OR
ERROR-FREE.  EACH  REMEDY  FOR  BREACH  OF  WARRANTY  IN THIS  SECTION  SHALL BE
CUSTOMERS SOLE AND EXCLUSIVE REMEDY AND HDS' SOLE AND EXCLUSIVE LIABILITY.

Section 6. Infringement indemnification

6.1  indemnification.  HDS will defend,  at its own expense,  any action brought
against  Customer  to the  extent  that it is based  on a claim  that an item of
purchased  Equipment,  Services  or Hitachi  Intellectual  Property  infringes a
United States patent or  copyright.  HDS will pay any costs and damages  awarded
against  Customer  in such action  which is  attributable  to the claim,  or any
settlement  amount  payable by  Customer as a result of HDS'  settlement  of the
claim.

6.2 Conditions; Limitations.

(a) The obligations of HDS in this Section 6 are subject to the conditions that:
(i) HDS is notified  promptly in writing by Customer of any claim;  (ii) HDS has
sole  control  of  the  defense  and  all  negotiation  for  any  settlement  or
compromise;  and (iii)  Customer  reasonably  assists  HDS in the defense of the
claim.

(b) HDS shall also have no  obligation  to Customer  with  respect to any claim,
relating  to,  based on, or  arising  out of: (i) any  modification  made to the
subject Hitachi Intellectual Property, Services or purchaed equipment(other than
by HDS or one of Its contractors); (ii) the integration,  application, operation
or Use of the hitachi Intelectual Property, Services or purchased Equipment with
any other equipment,  device,  apparatus program,  code or data not furnished by
HDS or  its  Contractor,  or  (iii)  a  violation  by  Customer  (or  one of its
affiliates or representatives) of Section 2.1(b), 3, or 7 of this Agreement.

(c) Should any Hitachi  Intellectual  Property,  Services or purchased Equipment
become (or in HDS'opinion  be likely to become) the subject of any  infringement
claim,  HDS shall at its sole option and  expense:  (i) procure for Customer the
right to continue using the relevant Hitachi Intellectual Property,  Services or
purchased  Equipment;  (ii) replace or modify the relevant Hitachi  Intellectual
Property,  Services or  purchased  Equipment  so that it becomes  non-infringing
while providing substantially equivalent functional performance;  or (iii) grant
Customer a credit for the Hitachi Intellectual  Property,  Services or purchased
Equipment as depreciated and accept its return. For Equipment, depreciation will
be computed on a five-year double declining balance  depreciation  schedule with
no salvage value commencing on the date of delivery to Customer.

(d) Section 6 states HDS' entire  liability,  and Customer's  sole and exclusive
remedy for intellectual property rights claims relating to or arising out of any
Hitachi Intellectual Property, Services or purchased Equipment.

Section 7. Proprietary Information

7.1 Generally.

(a) Customer  acknowledges  that (i) the Hitachi  Intellectual  Property and all
trademarks,  service marks, patents,  copyrights, trade secrets, inventions, and
other proprietary and intellectual property rights in or related to it are owned
exclusively  by HDS or its  licensors,  and (ii) Hitachi  Intellectual  Property
constitutes work protected by state,  federal and international  laws applicable
to proprietary rights and intellectual  property rights.  Customer agrees not to
take any  action  that  jeopardizes  or that might  reasonably  be  expected  to
jeopardize  any right,  title or interest of HDS or its  licensors  in or to any
Hitachi Intellectual  Property.  Except as expressly provided in this Agreement,
Customer  shall not  acquire  any right,  title or interest in or to any Hitachi
Intellectual  Property.  Customer  agrees that HDS or one of its  affiliates  or
licensors,  as the case may be, shall also own all right,  title and interest in
and  to  any  adaptation,  copy,  modification,   compilation,   translation  or
derivation of any Hitachi Intellectual  Property,  including any improvements or
developments.  Customer  shall not (and  shall not  permit  any other  person or
entity to) remove or deface any  copyright  or  proprietary  notice or any other
notice,  statement or legend that appears on any Hitachi Intellectual  Property.
The  placement of copyright or  proprietary  notices,  legends or  statements on
these  items  shall  not  constitute   publication  or  otherwise  impair  their
confidential nature.

(b) Except as expressly  provided in this  agreement,  without the prior written
consent of HDS,  Customer  shall not (and  shall not permit any other  person or
entity to) (i) merge, adapt, decode, copy, display,  transfer, modify, transmit,
distribute,  use,  extract,  reverse  assemble,  dissasemble,  reverse  complie,
decompile, reverse engineer,  translate, mirror encapsulate or create derivative
works based on,  developed  from,  or that  incorporate  portions of any Hitachi
Intellectual  Property,  or (ii) sublicense,  rent, lease,  assign,  transfer or
otherwise dispose to any person or entity any Hitachi Intellectual Property.

7.2 Diagnostic and Service Related  Material.  Customer  acknowledges and agrees
that all  Diagnostic  and  Service  Related  Material  is and shall  remain  the
confidential  and proprietary  property of HDS solely for use by HDS and not for
Customer's  use.  Nothing in this Agreement  shall transfer or grant to Customer
any right,  title,  interest or use in or of any Diagnostic and Service  Related
Material.  Customer  agrees to keep the  information  in a secure place and with
restricted  access.  Customer  agrees to  maintain  any  Diagnostic  and Service
Related  Material  to which it has access as  confidential  and use at least the
same  degree  of  care  to  protect  it as  Customer  uses  to  protect  its own
confidential  information  (but never less than reasonable  care).  Upon written
request by HDS,  Customer shall promptly  return or destroy (at HDS' option) any
Diagnostic and Service Related Material and any copies.

7.3  Equitable  Remedies.  Customer  acknowledges  that any  breach by it of the
provisions of this Section 7 or any other confidentiality or use restrictions in
this Agreement will cause irreparable  damage to HDS or its licensors and that a
remedy at law will be  inadequate.  Therefore,  in addition to any and all other
remedies,  HDS and its  licensors  will be entitled to  temporary  or  permanent
injunctive relief for any breach of this Section 7 or any other  confidentiality
or use restrictions in this Agreement. In the event Customer violates any of its
obligations  under this Section 7 or any license  granted under this  Agreement,
Customer shall immediately notify HDS and take all steps reasonably available to
cure the violation and to prevent any subsequent violation.

7.4 Customer Identity.  Customer hereby grants HDS the limited right to disclose
Customer's identity and to describe the business  relationship  between Customer
and HDS for the sole purposes of press releases,  HDS case studies,  and the HDS
Customer web site  (www.hds.com).  Any additional or expanded uses of Customer's
identity will require Customer's prior consent.

Section 8 Agreement Termination

8.1 Default. For the purposes of this Agreement, "Default" means (a) the failure
of Customer to cure a payment default under this Agreement within seven calendar
days after the delivery by HDS to Customer of a notice of payment default; (b) a
breach by Customer of any of its obligations in Section 1. 1 (b), 2.1(b), 3 or 7
of this  Agreement;  (c) a default in any Related  Agreement  after  taking into
account  any  applicable  cure  periods;  (d) the failure of one party to cure a
default under this Agreement (other than a default  described in Section 8.1(a),
8.1 (b) or 8.1 (c)) within 30 calendar days after delivery by the non-defaulting
party to the  defaulting  party of a notice of default;  (e) the  insolvency  of
Customer,  (f) the taking of any action by  Customer to  wind-up,  liquidate  or
otherwise  cease  doing  business;  or  (g) a  material  adverse  change  in the
financial condition or operations of Customer.

8.2 Remedies Upon Default. Upon the occurrence of a Default subject to the terms
of this  Agreement,  at its election,  the  non-defaulting  party shall have the
immediate  right  to do one  or  more  of  the  following:  (a)  terminate  this
Agreement;  (b)  terminate  any  Attachment  to which the Default  relates;  (c)
terminate  any license  granted under this  Agreement;  (d) refuse to provide or
suspend  any  Service,  or (e)  exercise  any or all other  rights  or  remedies
provided in this Agreement and/or available at law or in equity  consistent with
this Agreement.

8.3 Effect of Termination.  Upon and after the expiration or termination of this
Agreement or any separate transaction specified in an Attachment (in whole or in
part):  (a) all  rights,  licenses,  and  privileges  granted in the  expired or
terminated  Agreement or Attachment  shall  terminate  and become void,  and (b)
Customer,  its  assigns or other  representatives  shall  promptly  (i) purge or
destroy all Hitachi  Intellectual  Property and any related  updates (other than
any  licensed  internal  code or Work  Product)  in its  possession  or control,
whether from the Equipment or any other computer systems, storage media or other
file subject of the termination or expiration, and (ii) to the extent not purged
or destroyed,  cease using and return all other property belonging to HDS or its
licensors in Customer's  possession or control (other than any licensed internal
code or Work Product) that is the subject of the termination or expiration.

8.4  Survival of Certain  Provisions.  The  provisions  of Sections  2.1(b)(last
sentence  only),  2.4, 3.1, 6, 7, 8, and 9 (other than Sections 9.1 and 9.9) and
10 shall survive the  expiration or  termination of this Agreement or a separate
license or  Attachment.  No expiration  or  termination  of this  Agreement or a
separate license or Attachment shall release Customer from any obligation to pay
HDS any amount that has  accrued  and become  payable at or prior to the date of
expiration or termination.

Section 9. General

9.1 Attachments.  Each Attachment signed by shall constitute an integral part of
and be incorporated by reference into this Agreement. Each Attachment,  however,
constitutes a separate  transaction  that shall (or may)  terminate (a) separate
and apart from the other  provisions of this  Agreement or by mutual  consent of
the parties,  or (b) upon the termination of this Agreement.  To the extent that
any  provisions of this  Agreement  (excluding  Attachments)  and any Attachment
conflict,  the terms of the Attachment  shall control unless the Attachment is a
Customer  Purchase Order, in which case,  regardless of when executed,  accepted
and  delivered,  this Agreement  (excluding the Customer  Purchase Order itself)
shall control. None of the provisions in any Customer Purchase Order, regardless
of when executed and  delivered,  shall be binding on the parties other than the
description  of the  Equipment or Service,  purchase  price  and/or  charges and
Location.

9.2 Assignment.  This Agreement shall obligate and benefit the parties and their
permitted  successors and assigns;  provided,  that Section 7 shall also benefit
the  licensors  of HDS.  Except  for a  Service  transaction  (which  may not be
assigned by Customer),  Customer may assign, transfer or delegate this Agreement
or any rights  (including any  warranties)  or obligations  under this Agreement
only  with  the  prior  written  consent  of HDS,  which  consent  shall  not be
unreasonably withheld. For purposes of this Agreement,  any change in control of
the  equity  securities  of  Customer  (by sale,  merger,  or  otherwise)  shall
constitute  a  transfer  of this  Agreement  (and  the  rights  and  obligations
hereunder).  Any  attempt by  Customer  to assign,  transfer  or  delegate  this
Agreement or any rights or obligations under this Agreement in violation of this
Section shall be void.

9.3 Limitation of Liability. Should Customer be entitled to recover damages from
HDS  based  on  one  or  more  claims  for  breach  of   contract,   negligence,
misrepresentation,  or other  contract or tort  claim,  HDS shall be liable only
for: (a) its obligations in Section 6; (b) damages for bodily injury  (including
death) and damage to real property or tangible  personal  property;  and (c) the
amount of any other actual  direct  damages or loss.  In the case of clause (c),
the maximum  aggregate  liability  of HDS shall not exceed the lesser of (i) the
total amount paid to HDS by Customer  for the Product or Service  subject to the
claim, or (ii) five hundred thousand dollars  ($500,000).  HDS, its Contractors,
licensors,  vendors or developers of any Licensed  Software  shall not be liable
for any special,  indirect,  incidental or  consequential  loss or damage of any
kind or nature whatsoever (including,  without limitation, lost profits, loss of
records  or data),  regardless  of  whether  arising  from  breach of  contract,
warranty,  tort,  strict  liability,  or  otherwise,  even  if  advised  of  the
possibility  of the loss or  damage  or if the loss or  damage  could  have been
reasonably foreseen.

9.4  Limitation on Claims.  HDS and Customer agree that no action arising out of
this Agreement or any of the transactions  contemplated by this Agreement may be
brought more than one year after the cause of action has accrued, except that an
action for  non-payment  may be brought within two years of the date of the last
payment.

9.5 Access.  Upon request by HDS,  Customer shall  promptly  provide HDS (or its
designee)  access to the location  where any  Equipment or Hitachi  Intellectual
Property is located and to all relevant books, records, officers,  employees and
representatives of Customer for the purpose of verifying  compliance by Customer
with the terms and conditions of this Agreement.

9.6 Equipment Relocation. Subject to Section 1.1(b), Customer agrees to give HDS
at least 30  calendar  days'  prior  written  notice  of any  desired  change in
location or arrangement of the Equipment.

9.7 Notices.  Any notice under this  Agreement  must be in writing and is deemed
given and effective  three  business  days after  mailing  first class,  postage
prepaid,  or when sent by  facsimile  (confirmed  by first  class  mail) or when
delivered by overnight express or other express delivery  service,  in each case
to the parties at the address listed above.

9.8 U.S. Export Policy.  Customer  acknowledges that U.S. laws,  regulations and
requirements regulate the export of U.S. origin products/technology and prohibit
use, sale or re-export if Customer  knows, or has reason to know, that such prod
ucts/technology  are  for  use  in  connection  with  the  design,  development,
production,  stockpiling  or use of nuclear,  chemical or biological  weapons or
missiles.

9.9 Suspension of  Obligations.  The obligations of either HDS or Customer under
this Agreement (other than payment obligations) shall be suspended to the extent
that a party is hindered or prevented from performing those  obligations by acts
of  God,  fires,  storms,  accidents,  governmental  regulations,  or any  cause
whatsoever not within its reasonable control.

9.10 Governing Law. This Agreement,  its  interpretation and enforcement will be
governed by the laws of the State of California, without regard to its conflicts
of law principles.

9.11 Miscellaneous.  This Agreement is the entire agreement of the parties,  and
supersedes all prior agreements and  communications,  written and oral,  between
the parties with respect to the subject matter of this Agreement, and represents
the complete  integration  of the parties'  agreement.  If any provision of this
Agreement  shall  be held  invalid,  illegal  or  unenforceable,  the  remaining
provisions  shall not be affected or impaired.  This  Agreement  may be modified
only by a written  agreement  executed  by  authorized  officers of both HDS and
Customer.  No delay or omission to exercise any right or remedy  accruing to HDS
upon any breach or default of Customer shall impair that right or remedy,  or be
construed to be a waiver of any breach or default. A waiver by HDS of any breach
or.clefault  under  this  Agreement  must  be  in  writing  and  executed  by an
authorized officer of HDS.

Section 10. Glossary of Terms

Agreement  means this  Customer  Agreement  together  with any  Attachments,  as
amended or supplemented from time to time.

Attachment means any of the documents or other writings executed and attached to
this  Agreement  that  supplement or amend this  Agreement and contain terms and
conditions for one or more specific  transactions for or relating to one or more
Products or Services.  Attachments  may be referred  to,  among other names,  as
Equipment  Attachments,   Services  Attachments,  Program  License  Attachments,
Statements of Work or may be Customer Purchase Orders.

Contractor means an individual or organization  under contract with HDS that may
provide Services.

Customer  means the person or entity  identified on the signature page hereto as
Customer and each of its permitted successors and assigns.

Customer  Purchase  Order  means a  purchase  order or other  business  form for
Products or Services issued or furnished by Customer.

Date of  Installation  means  (a) in  respect  of any  Equipment,  the  date the
Equipment is installed,  or if Customer  defers its  installation,  the date HDS
makes the  Equipment  available  for  installation,  or if  installation  is not
included by HDS, the date the Equipment is delivered,  and (b) in respect of any
Licensed  Software,  the date after the testing period, if any, for the Licensed
Software ends.

Diagnostic and Service Related  Material means software,  hardware,  manuals and
other  documentation  of HDS  used or held  for  use by HDS or a  Contractor  to
perform  diagnostic  Services or  Maintenance  Services.  Diagnostic and Service
Related  Material does not include any Program,  licensed  internal  code,  Work
Product, Equipment Software, Shrink-wrap Software or Hi-Track Material.

Equipment means any one or more of the data processing equipment,  features, and
accessories   (excluding  Hitachi   Intellectual   Property)   specified  in  an
Attachment.

Equipment  Software  means  computer  software  including  the  machine-readable
instructions or data included with an item of Equipment (other than any Program,
licensed  internal  code,   Shrink-wrap   Software,   Work  Product,   Hi-Track,
diagnostics  program or Diagnostic and Service Related Material) supplied by HDS
or  its  direct  or  indirect  licensors  and  the  related  licensed  materials
(including, without limitation, documentation in any form) and all copies.

Hitachi  intellectual  Property means any one or more of the Programs,  Hi-Track
Material,  Equipment  Software,  licensed internal code,  Diagnostic and Service
Related Material, and Work Product.

Hi-Track  Material  means  that  certain  hardware,  software  and/or  microcode
installed or operating  with an eligible item of Equipment  necessary to perform
the Hi-Track Services.

Hi-Track Services means remote diagnostic and monitoring Services on an eligible
item of Equipment.

Licensed  Software  means,  collectively,  Programs,  licensed  internal code or
Equipment Software.

Location means the installation  location for an item of purchased  Equipment as
specified  in the  relevant  Attachment.  Maintenance  Service in respect of any
Equipment,  means, subject to the relevant  Attachment,  a Service that includes
(a) the control and  installation of engineering  changes that HDS determines to
be applicable to the Equipment;  (b) preventive  maintenance including necessary
lubrication,   adjustment,  or  replacement  of  unserviceable  parts;  and  (c)
unscheduled  maintenance  including  repair,   adjustment,   or  replacement  of
unserviceable parts as deemed necessary by HDS.

Professional Services means technical tasks,  consulting and systems integration
services provided by HDS or a Contractor pursuant to a Statement of Work.

Program   means   computer   software   including   the  machine-   readable  or
machine-compressed  instructions  or data as specified in an Attachment  and the
related licensed  materials  (including  documentation in whatever form) and all
copies. A Program will also include  revisions,  enhancements of the software or
documentation that HDS may release from time to time as an update.  Program does
not include any licensed internal code, Work Product, Equipment Software, Shrink
wrap Software, Diagnostic or Service Related Material or Hi- Track Material.

Related  Agreement means any agreement  (other than this Agreement) to which HDS
or one of its affiliates and Customer or one of its affiliates,  are parties and
that relate to the leasing, financing,  licensing or servicing of any Product or
Service.

Service means any Maintenance Service, Billable Service (as described in Section
2.2), Professional Service or Support Service.

Shrink-wrap Software Licensor means the licensor of the Shrink-wrap Software.

Shrink-wrap  Software means computer  software included with or installed by HDS
on an item of Equipment  licensed  under the terms and conditions of shrink-wrap
or  click-wrap  licenses,   and  the  related  licensed  materials,   (including
documentation in any form) and all copies.

Support Service means those support  Services for a Program provided by HDS or a
Contractor.

Work Product means works of authorship,  programs, program listings, programming
tools,  documentation,  reports,  drawings  and  similar  works  that  HDS  or a
Contractor  may deliver or cause to be delivered to Customer in connection  with
the  performance  of a  Service.  The term Work  Product  does not  include  any
licensed  internal code,  Program,  Equipment  Software,  Shrink-wrap  Software,
Diagnostic or Service Related Material, or Hi- Track Material.

Monthly  Maintenance Charge (MMQ is the amount due in advance on a monthly basis
to HDS as payment for  Maintenance  Service  and is  specified  in the  relevant
Attachment.

Product means an item of Equipment, Equipment Software or a Program.