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EXABYTE PURCHASE AGREEMENT
--------------------------

     THIS EXABYTE PURCHASE AGREEMENT ("Agreement"), dated this 11th day of 
December, 1996 among Hitachi, Ltd. Electronic Sales Office, a Japanese 
corporation having its principal place of business at Nippon Building, 6-2, 
Otemachi 2-chome, Chiyoda-ku, Tokyo 100, Japan ("Seller"), Nihon Exabyte 
Corporation, a Japanese corporation having its principal place of business 
at Kioicho TBR Building 1214, 5-7 Koujimachi, Chiyoda-ku, Tokyo 102, Japan 
("Buyer"), and Exabyte Corporation, a Delaware Corporation of the United 
States of America, located at 1685 38th Street, Boulder, Colorado 80301 
U.S.A. ("Exabyte"), also known as the parties, agree as follows:

     WHEREAS, Buyer is a wholly-owned subsidiary of Exabyte in Japan, engaged 
in the business of purchasing various components for resale to Exabyte and to 
other approved parties; and

     WHEREAS, Seller and Exabyte entered into a Development Agreement (as 
hereinafter defined) on the 22nd day of February 1995, for the design and 
development of an 8mm deck for data storage applications for use in certain 
Exabyte products ("Development Agreement"), said Development Agreement being 
incorporated by reference as if fully set forth herein; and

     WHEREAS, Seller desires to sell to Buyer and/or Exabyte, and Buyer and/or
Exabyte desires to purchase from Seller such 8mm data storage devices 
developed under the Development Agreement for the purpose of integrating in 
the manufacture of Exabyte's products or systems upon the terms and conditions
hereafter set forth.

1. DEFINITIONS
 
   1.1. Buyer and Seller shall also mean Buyer's Affiliates and Seller's 
        Affiliates, respectively.
 
   1.2. Development Agreement shall mean the agreement entered into by and 
        between Hitachi's Division and Exabyte on the 22nd day of February 
        1995 for the design and development of an 8mm deck for data storage 
        applications.
 
   1.3. Funded Hard Tooling shall mean any tooling purchased or paid for by 
        Buyer and/or Exabyte pursuant to this Agreement or the Development 
        Agreement.
 
   1.4. Hitachi's Division shall mean the division engaged in the commercial 
        production of Product during the term of this Agreement.  Upon 
        execution of this Agreement, it shall mean Image and Information Media
        Systems Division.
 
   1.5. Product shall mean the product and other items manufactured, assembled
        at Hitachi's Division and sold by Seller which are listed in Appendix 
        I of this Agreement (and those items, if any, hereafter added by the 
        parties to Appendix I), including Product defined by the 
        specifications included in Exhibit A, "Product Specifications".
 
   1.6. Spare Parts shall mean all parts or components of Product which are 
        listed in Appendix II of the Agreement (and those items, if any, 
        hereafter added by the parties to Appendix II).
 
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PAGE(2)
2. SCOPE OF AGREEMENT
 
   2.1. Term of Agreement
 
        This Agreement shall become effective upon its execution by both 
        parties by their authorized representatives. The Agreement shall 
        expire thirty-six (36) months thereafter unless the Agreement is 
        terminated earlier pursuant to Section 8. and shall be automatically 
        extended for two (2) additional twelve (12) month periods, unless 
        Exabyte notifies Seller in writing at least ninety (90) days prior 
        to the beginning of such period that it desires not to renew.
 
   2.2. Marketing Rights
 
        Subject to all terms and conditions of the Agreement, Seller grants 
        Buyer and/or Exabyte the right to purchase Product from Seller and 
        for Buyer and/or Exabyte to promote, lease, rent or re-sell such 
        Product in modified form or otherwise throughout the world.
 
   2.3. Exclusivity
 
        Seller and Seller's Affiliates agree not to sell Product to third 
        parties which would violate the terms of Section 5.1. of the 
        Development Agreement.  The terms of the letter of October 31, 
        1994 attached as Appendix IV, shall be incorporated herein by 
        reference.
 
3. TERMS OF PRODUCT SALE
 
   3.1. Title and Risk of Loss

        Title and risk of loss shall pass to Buyer and/or Exabyte upon 
        delivery of Product to Buyer's receiving dock or as otherwise 
        identified in the purchase order specified in Section 3.3.1.  
        All claims for shipping damages shall be resolved between Seller, 
        carriers or freight forwarders handling Product and the insurance 
        companies and agents responsible for adjusting such claims, and 
        Buyer and/or Exabyte shall have no responsibility with respect 
        thereto.
 
   3.2. Price for Product
 
        The prices which Buyer and/or Exabyte shall pay Seller for Product 
        sold pursuant to this Agreement are set out in Appendix I to this 
        Agreement.  All prices listed in Appendix I are in Japanese yen, 
        Freight on Rail ("F.O.R."), Buyer's dock.  The pricing for Product 
        defined by the Specifications set forth in Exhibit A shall in no 
        event be greater than that specified by Appendix I to the Development 
        Agreement.  Any change to the prices set forth in Appendix I shall be 
        identified by an amendment to Appendix I which shall be approved by 
        authorized representatives of the parties.
 
        3.2.1. Price Increases
 
        The prices to be paid by Buyer and/or Exabyte for Product shall remain
        in effect for the time period set forth in Appendix I.  Seller may 
        decrease prices at any time, without notice to Buyer and/or Exabyte.  
        Such prices are subject to increase only in accordance with Section 
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        5.1.2.2. and Section 3.2.3.  Orders for Product placed by Buyer and/or
        Exabyte shall, provided delivery is to be made within ninety (90) days
        of placement of order, be filled at the price in effect at the time of
        order.
PAGE(3) 
        3.2.2. Product Price
 
               3.2.2.1. Price Reviews
 
                        Buyer and/or Exabyte will provide to Seller quarterly 
                        price targets as a continuous effort toward a 
                        cost/price reduction program.  Seller agrees to 
                        exercise reasonable efforts to meet these targeted 
                        reductions. 
 
                        Supplier agrees to a cost/price reduction review 
                        meeting every ninety (90) days. Supplier will formally
                        provide Buyer and/or Exabyte with specific information
                        for price reduction opportunities.
 
               3.2.2.2. Approval of Unique Charges
 
                        All non-recurring related expenses shall be approved 
                        in advance by Buyer and/or Exabyte, and the cost shall
                        be amortized over Product purchased by Buyer and/or 
                        Exabyte over a twelve (12) month period.  No charges 
                        beyond those defined in Exhibit C to the Development 
                        Agreement shall be deemed to be approved except as 
                        otherwise agreed by the parties in writing.
 
        3.2.3. Foreign Exchange
 
               All prices shall be in Japanese yen.  The parties agree that at
               the time of execution of this Agreement the exchange rate is 
               one hundred seven (107) Japanese yen to one (1) U.S. dollar.  
               At such time as the yen/dollar exchange rate, indicated in The 
               Wall Street Journal, on average, drops below 92.625 yen/dollar 
               or exceeds 121.375 yen/dollar over the previous ninety (90) 
               day period, the parties agree to share equally in the effects 
               of such exchange rate variance, and will adjust Product price 
               accordingly.
 
   3.3. Purchase Order and Acceptance
 
        3.3.1. Purchase Orders

               Purchase orders issued by Buyer and/or Exabyte ninety (90) 
               days prior to initial shipment relating to such purchase order 
               for the purchase of Product shall include the following 
               information:
 
               a. Model and revision level of Product.
 
               b. Quantity to be purchased.
 
               c. Unit price and total purchase price.
 
               d. Delivery dates and instructions.
 
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        3.3.2. Acceptance of Orders
 
               Orders shall not be considered as accepted until written 
               acceptance (may be a facsimile) has been made at the principal 
               office of Seller or assignee as appropriate.  It is agreed that
               all such orders shall be governed by the provisions of this 
               Agreement and that none of the provisions of Buyer's and/or 
               Exabyte's purchase order or Seller's acknowledgment thereof 
               (either printed, stamped, typed or written) except those 
               specifying the quantity and identification of Product, the 
               price, invoice information and shipping instructions shall be 
               applicable to the purchase if in conflict with this Agreement, 
               unless specifically accepted or approved in writing and signed 
               on behalf of Seller by an authorized officer.  A general or 
               standard acknowledgment of any such order or the making of 
               deliveries with respect thereto shall in no case be construed 
               as an acceptance or approval of the type required of provisions
               in conflict with the terms of this Agreement. Fulfillment of 
               any purchase order accepted by Seller shall be dependent upon 
               the grant of appropriate licenses, permits and the like from 
               the countries of export and import.

               Each month, Buyer and/or Exabyte will furnish Seller a 
               forecast.  Seller will advise Buyer and/or Exabyte within seven
               (7) business days, in writing, of its acceptance of the latest 
               schedule iteration, or will propose a revision to Buyer's 
               and/or Exabyte's schedule.
 
               Buyer and/or Exabyte will provide Seller with a minimum of 
               three (3) months' purchase orders plus a minimum six (6) 
               month forecast.  Seller will purchase materials against Buyer's
               and/or Exabyte's purchase orders and forecast based upon a 
               purchase policy consistent with Appendix III, Unique Long-Lead 
               Time Components List.
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        3.3.3. Delivery Dates
 
               Delivery dates shall be reflected on a purchase order for 
               quantities not to exceed the total Product provided on purchase
               orders which have been previously accepted by Seller.  Such 
               delivery dates shall not extend beyond one hundred twenty (120)
               days from the date of the purchase orders.
 
        3.3.4. Changes to Quantities to be Delivered
 
               Upon Seller's acceptance of Buyer's and/or Exabyte's purchase 
               order, Buyer and/or Exabyte may not change any quantities to 
               be delivered during the first four (4) weeks from the date of 
               Buyer's and/or Exabyte's request for changes.
 
               Buyer and/or Exabyte may decrease the quantities by up to 
               twenty-five percent (25%) of the total orders in the second 
               four-week period and/or may increase the quantities by up to 
               twenty percent (20%) of the total orders in the second 
               four-week period.

                   Weeks 1-4         Weeks 5-8         Weeks 9-12
                     +/-0%              +20%              +/-50%
                                        -25%
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               Seller agrees to accept both increases and decreases in the 
               quantities, provided that these changes do not exceed fifty 
               percent (50%) of the total order for the third four-week 
               period.  All of the parties hereto agree to negotiate in good 
               faith any requests for additional changes in quantities.
PAGE(5)
   3.4. Postponement
 
        Notwithstanding the provisions of Sections 3.3.3. and 3.3.4., Buyer 
        and/or Exabyte shall be entitled to postpone delivery of all or part 
        of Product then on order.  Such postponement may defer delivery for a 
        maximum of ninety (90) days.  Notice of such postponement must be 
        received at least thirty (30) days prior to the beginning of the month
        in which such Product was originally scheduled for delivery.
 
   3.5. Shipments
 
        3.5.1. Terms
 
               Product shall be shipped at Seller's expense to Buyer's and/or 
               Exabyte's specified location in the vicinity of Tokyo.

        3.5.2. Packaging
 
               Seller will provide proposed deck and Spare Parts packaging 
               specifications for Buyer's and/or Exabyte's review and 
               approval.  Seller will package Product according to approved 
               specifications.
 
        3.5.3. Charges
 
               The cost for packaging for normal shipment to Buyer's dock is 
               included in the quoted price provided, however, expedited 
               deliveries will be subject to additional transportation and 
               packaging charges to be paid by Buyer and/or Exabyte unless 
               expedited deliveries are caused by Seller's inability to 
               deliver to agreed-upon schedules.

3.5.4. Delinquencies
 
               If Seller has knowledge that it will not meet the agreed-upon 
               delivery dates, Seller shall notify Buyer and/or Exabyte in 
               writing a minimum of fifteen (15) days prior to the occurrence 
               of the expected delinquency and provide Buyer and/or Exabyte 
               with a schedule to remedy the delinquency.  Buyer and/or 
               Exabyte shall provide written acceptance or rejection of the 
               proposed revision to the delivery schedule within three (3) 
               business days of such notification.  If Buyer and/or Exabyte 
               rejects with reasonable cause Seller's remedy schedule, the 
               original or the latest purchase order schedule shall remain in 
               force.  During the period of delinquency by Seller, Seller may 
               either, at Seller's sole option ship Product to Buyer's and/or 
               Exabyte's designated destination at Seller's sole expense, or 
               Seller will ship Product to a location in Japan designated by 
               Buyer and/or Exabyte in the most expeditious manner.  Buyer 
               and/or Exabyte will then expedite shipment of such Product from
               Japan to Buyer's and/or Exabyte's designated plant, and Seller 
               agrees to reimburse Buyer and/or Exabyte for the additional 
               shipping expense incurred due to Seller's delinquency.
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   3.6. Inspection, Acceptance, Rejection
 
        3.6.1. Source Inspection
 
               With advance conference with Seller, Buyer and/or Exabyte may 
               conduct, at its own expense, source inspection to confirm that 
               Product substantially meets the requirements of this Agreement.
               Such source inspections do not relieve Seller of its obligation
               to deliver Product conforming to this Agreement and do not 
               constitute Product acceptance.  Seller will provide adequate 
               space within reasonable proximity to factory and/or required 
               inspection equipment to complete such inspections, at no cost 
               to Buyer and/or Exabyte.
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        3.6.2. Rights of Rejection

               Upon receipt of shipment hereunder, Buyer and/or Exabyte shall 
               inspect Product under such shipment.  Claims by Buyer and/or 
               Exabyte for shortages, incorrect materials or invoicing errors 
               must be made within forty-five (45) days after receipt of 
               shipment by Buyer and/or Exabyte.  Claims for defects in 
               materials, workmanship or failure to meet Specifications must 
               be made in accordance with Section 3.6.3.
 
        3.6.3. Acceptance
 
               Buyer and/or Exabyte may reject Product not in accordance with 
               the Specifications provided by Exhibit A and Product Acceptance
               Specifications set forth in Exhibit B.  Product delivered to 
               Buyer and/or Exabyte shall be deemed to be accepted by Buyer 
               and/or Exabyte unless notice of rejection in writing is given 
               by Buyer and/or Exabyte to Seller within ninety (90) days after
               receipt of Product by Buyer and/or Exabyte at Buyer's and/or 
               Exabyte's acceptance location.  Payment by Buyer and/or Exabyte
               does not constitute or evidence acceptance.
 
        3.6.4. Return of Rejected Product

               All defective and suspect defective Product and Spare Parts 
               will be returned for credit to Seller for failure analysis 
               and corrective action and Seller shall exercise its best effort
               to ship to Buyer and/or Exabyte replacement Product or Spare 
               Part as soon as possible, yet in any event not later than sixty
               (60) days from Seller's receipt of such Product or Spare Part. 
               In the event that Seller reasonably determines that such 
               defects and/or failures are the fault of Seller, Seller shall 
               be responsible for all freight charges to return Product to 
               Seller and to ship repaired or replaced Product to Buyer and/or
               Exabyte.  Defects are defined as commodities/parts that do not 
               meet print or Specifications.  Failure reports or preliminary 
               analysis shall be due within ten (10) business days after 
               receipt of returned Product by Seller.  Each failure analysis 
               report shall determine the root cause and corrective action to 
               be taken.
 




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   3.7. Payment for Product
  
        3.7.1. Invoicing
 
               Seller will submit invoices to Buyer and/or Exabyte after 
               shipment of Product as described on the purchase orders.  
               Invoicing by Seller shall not occur more frequently than once 
               per month.
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        3.7.2. Payment Method

               Buyer and/or Exabyte will make payment to Seller within thirty 
               (30) days following the receipt by Buyer and/or Exabyte of an 
               invoice from Seller.  Payment shall be made by check or wire 
               transfer to:

                       Daiichi Kangyo Bank
                       Head Office #1167845

        3.7.3. Exabyte as Guarantor

               Exabyte hereby agrees to act as guarantor for all payments to 
               be made by Buyer.

4. BUYER'S OBLIGATIONS

   4.1. Reports and Estimates

        Buyer and/or Exabyte will provide Seller with a twelve-month rolling 
        forecast of Product and Spare Parts to be purchased hereunder.  Such 
        forecast is for planning purposes only, and does not represent any 
        commitment to purchase on Buyer's and/or Exabyte's part, and is not 
        to be relied upon by Seller as a commitment to purchase.

5. SELLER'S OBLIGATIONS

   5.1. Supply of Product

        5.1.1. Terms of Product Sale

               All sales of Product shall be made pursuant to the terms of 
               Section 3.
 
        5.1.2. Product Modification

               Engineering Change Orders:  the parties recognize that from 
               time to time Seller will request or will be requested by Buyer 
               and/or Exabyte to implement Engineering Change Orders 
               ("ECO's").  The following outlines the proper procedures.

               5.1.2.1. Seller Requests Buyer and/or Exabyte

                        For all proposed ECO's which do not affect form, fit 
                        or function of Product, Seller will communicate with 
                        Buyer and/or Exabyte via a telephone conference to 
                        discuss such proposed changes.  No further action 
                        shall be required of either party unless mutually 
                        agreed to during such telephone conference.  For all 
                        proposed ECO's which do affect form, fit or function, 
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                        or safety certification requirements, Seller is to 
                        notify Buyer and/or Exabyte in writing of all such 
                        proposed ECO's and will provide Buyer and/or Exabyte 
                        with samples of all such ECO's.  This notification 
                        will include the appropriate documentation to support 
                        Buyer's and/or Exabyte's investigation of the impact 
                        of this proposal, as well as costs that are involved 
                        for obsolete material in work-in-process, in the 
                        stockroom, and what is on order.  Buyer and/or Exabyte
                        will review the labor cost and impact for the 
                        implementation of the proposed ECO.  If lead time or 
                        new costs are required for the ECO, lead time and new 
                        costs will be reviewed.
 
                        a. Buyer and/or Exabyte will advise Seller of its 
                           decision with respect to the proposed ECO within 
                           ten (10) business days.

                        b. Seller will notify Buyer and/or Exabyte in writing 
                           within ten (10) business days of its decision as 
                           to the ECO-associated proposed costs and the 
                           commencement dates.

                        c. Buyer and/or Exabyte reserves the right to accept 
                           or reject all such proposed ECO's which in its 
                           reasonable opinion affect form, fit, function or 
                           safety certification requirements.
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               5.1.2.2. Buyer and/or Exabyte Requests Seller

                        a. Buyer and/or Exabyte agrees to notify Seller in 
                           writing of all proposed Engineering Change Orders 
                           (ECO's).  This notification will include the 
                           appropriate documentation to support Seller's 
                           investigation of the impact of this proposal.

                        b. Seller is to report to Buyer and/or Exabyte within 
                           ten (10) business days of Buyer's and/or Exabyte's 
                           request the costs that are involved for obsolete 
                           material in work-in-process, in the stockroom, and 
                           what is on order.  Buyer and/or Exabyte will review
                           the labor cost and impact for the implementation of
                           the proposed ECO.  If new material is required for 
                           the ECO, lead time and new cost will be reviewed 
                           and mutually agreed upon.
 
                        c. Buyer and/or Exabyte is to notify Seller in writing
                           within ten (10) business days of its decision as 
                           to the proposed ECO associated costs and the 
                           commencement dates.

   5.2. Supply of Spare Parts

        Seller shall offer for sale Spare Parts necessary for the maintenance 
        of Product during the term of this Agreement and for a period of five
        (5) years after the date of delivery of the last Product under this 
        Agreement.  The Spare Parts shall be interchangeable with and of the 
        same quality as those installed in Product and will be produced or 

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        inspected by Seller, in the same manner and according to the same 
        procedure as Seller uses for parts installed in Product.

        5.2.1. Terms of Sale of Spare Parts
 
               5.2.1.1. Title and Risk of Loss

                        Title and Risk of Loss to Spare Parts shall pass to 
                        Buyer at Buyer's dock.
 
               5.2.1.2. Shipments
 
                        Shipment terms for Spare Parts shall be identical to 
                        the shipment terms for Product.  Section 3.5. shall be
                        incorporated by reference into this Section with the 
                        term Product replaced herein by the term Spare Parts.
PAGE(9)
               5.2.1.3. Payment

                        Section 3.7. shall be incorporated herein with the 
                        term Product replaced by the term Spare Parts.
 
               5.2.1.4. Price

                        Seller to provide Spare Parts pricing to include 
                        recommended items, quantity of issue and lead times.  
                        The price for Spare Parts shall be identified in 
                        Appendix II.

   5.3. Maintenance and Disposition of Funded Hard Tooling

        The Funded Hard Tooling developed by Seller and paid for entirely by 
        Buyer and/or Exabyte pursuant to the Development Agreement and as 
        identified in Exhibit C to the Development Agreement, shall be deemed 
        to be exclusively owned by Exabyte.  Seller agrees that if will not 
        encumber any Funded Hard Tooling which is owned by Exabyte, and will 
        take all actions necessary to assure that all such Exabyte-owned 
        Funded Hard Tooling shall remain free of any and all liens.  Seller, 
        at its own expense, shall be responsible to store, protect, preserve, 
        repair and maintain such Funded Hard Tooling in accordance with 
        Seller's usual practice (wear and tear excepted).  Upon termination 
        or expiration of this Agreement, Seller shall request disposition 
        instructions for all Funded Hard Tooling. Seller agrees to make such 
        Funded Hard Tooling available to Buyer and/or Exabyte according to the
        disposition instructions of Exabyte, including preparation, packaging 
        and shipping. Preparation, packaging and shipment shall be at 
        Exabyte's expense.  The use of Funded Hard Tooling by Seller shall be 
        expressly limited to the manufacture of Product for Buyer and/or 
        Exabyte under this Agreement or as otherwise provided in the 
        Development Agreement or as otherwise agreed to by Buyer and/or 
        Exabyte in writing.  Exabyte will be responsible for the necessary 
        insurance coverage of specified tooling items in Exhibit C in the 
        Development Agreement.

   5.4. Technical Training and Support

        Seller and Buyer and/or Exabyte agree to discuss in good faith the 
        appropriate level of technical training and support provided by Seller
        to Buyer and/or Exabyte.
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PAGE(10)
   5.5. Documentation

        Seller and Buyer and/or Exabyte agree to discuss in good faith the 
        appropriate level of documentation provided by Seller to Buyer and/or 
        Exabyte.

6. SELLER'S REPRESENTATION, WARRANTY AND INDEMNIFICATION

   6.1. Product Testing

        Prior to delivery, Seller shall conduct acceptance testing on Product.
        A complete record of inspections and tests performed on Product shall 
        be kept by Seller for a minimum of six (6) months and made available 
        to Buyer and/or Exabyte upon request.  Buyer's and/or Exabyte's 
        representative may, upon reasonable request and at its sole expense, 
        witness the final inspection tests carried out by Seller, however, 
        Buyer's and/or Exabyte's failure to witness such tests shall not be 
        grounds for refusing delivery or for a refusal to accept Product.
 
        6.1.1. Quality Plan

               Seller will provide to Buyer and/or Exabyte documentation of 
               all related manufacturing, maintenance, and quality control 
               processes, including explanations of what types of data are 
               maintained and what type of information is available, given 
               such processes ("Quality Plan"), to be furnished as Exhibit C 
               hereto.  Seller will provide Buyer and/or Exabyte with such 
               final Quality Plan no later than thirty (30) days after the 
               execution of this Agreement.  Seller must provide Product 
               that is of an acceptable quality level and both Product and 
               the manufacturing process must meet the quality requirements 
               set forth in Exhibit C of this Agreement.  Seller agrees to 
               accommodate Buyer's and/or Exabyte's requests for any 
               additional or different testing and Buyer and/or Exabyte agrees
               to be responsible for all additional expenses for such testing.

   6.2. Product Warranty and Epidemic Failure

        6.2.1. Warranty

               6.2.1.1. Representation  

                        Seller warrants that for a period of eighteen (18) 
                        months from the date of shipment by Seller, no more 
                        than five percent (5%) of any and all Product within 
                        each weekly Product lot shall be defective in design, 
                        material and/or workmanship which would cause Product 
                        failure ("Epidemic Failure").  In the event that any 
                        weekly Product lot qualifies hereunder as Epidemic 
                        Failure as herein defined, Buyer and/or Exabyte has 
                        the right to reject such Product.  In case of such a 
                        failure, Seller shall take one (1) or more of the 
                        following corrective actions, at Seller's sole cost 
                        and expense and at its sole option:  (1) repair such 
                        Product;  (2) replace such Product; (3) credit Buyer 
                        and/or Exabyte for such Product at Buyer's and/or 
                        Exabyte's landed cost;  (4) reimburse Buyer and/or 
                        Exabyte for its expense including labor and materials 
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                        in correcting such Product.  Buyer and/or Exabyte 
                        shall notify Seller of any such defects within sixty 
                        (60) days after discovery thereof.  Buyer and/or 
                        Exabyte shall notify Seller of the total liability 
                        chargeable to Seller for a particular incident within 
                        twenty (20) months after the date of such shipment 
                        from Seller.  Seller is responsible for all freight 
                        charges to return Product to Seller and to ship 
                        repaired or replaced Product to Buyer and/or Exabyte. 
                        From time to time Seller and Buyer and/or Exabyte 
                        shall mutually agree on the minimum quantity of 
                        Product to be returned in each such shipment.

                        Seller shall perform all such repairs, replacements, 
                        credits or reimbursements as soon as reasonably 
                        possible, yet not later than sixty (60) days from 
                        Buyer's and/or Exabyte's notice to Seller of such 
                        defects.
PAGE(11)
               6.2.1.2. Exclusions

                        Seller is free from any warranty obligation in the 
                        following cases:
 
                        a. Defects and damages caused by storage, 
                           transportation or use exceeding the limits of the 
                           Specifications after delivery of Product by Seller 
                           to Buyer and/or Exabyte;
 
                        b. Defects and damages caused by modifications without
                           approval by Seller;
 
                        c. Defects and damages caused by the software created 
                           solely by Buyer and/or Exabyte and/or unique 
                           feature and specification incorporated in Product 
                           at the direction of Buyer and/or Exabyte.
 
                        Seller reserves the right to inspect allegedly 
                        defective Product.
 
               6.2.1.3. Clear Title

                        Seller warrants that at the time of delivery by Seller
                        to Buyer and/or Exabyte hereunder title to all Product
                        delivered by Seller shall be free and clear of all 
                        liens, encumbrances or other claims.
 
   6.3. Patent Indemnification

        For any Product wholly designed by Seller and sold hereunder, Seller 
        shall indemnify and hold harmless Buyer and/or Exabyte against any 
        liability arising out of or in connection with any claim or action 
        that Product infringes any third party patent provided that (i) Seller
        shall be promptly notified in writing of such claim or action within 
        five (5) days after Buyer and/or Exabyte shall have received actual 
        notice thereof; (ii) Seller shall have the sole control of the 
        defense of any suit on such claim and all negotiations for settlement 
        or compromise; and (iii) Buyer and/or Exabyte shall provide all 
        reasonable assistance at Seller's expense in defending any suit.  
 <PAGE> 12
        For any Product wholly designed by Buyer and/or Exabyte, Buyer and/or 
        Exabyte shall indemnify and hold harmless Seller against any liability
        arising out of or in connection with any claim or action that Product 
        infringes any third party patent provided that (i) Buyer and/or 
        Exabyte shall be promptly notified in writing of such claim or action 
        within five (5) days after Seller shall have received actual notice 
        thereof; (ii) Buyer and/or Exabyte shall have the sole control of the 
        defense of any suit on such claim and all negotiations for settlement 
        or compromise; and (iii) Seller shall provide all reasonable 
        assistance at Buyer's and/or Exabyte's expense in defending any 
        suit.  Such indemnification shall extend only to actual damages 
        assessed against or incurred by Buyer and/or Exabyte, or Seller as 
        appropriate.  Buyer and/or Exabyte shall not be entitled to recover 
        from Seller any loss of profits suffered by Buyer and/or Exabyte as 
        a result of said infringement; nor shall Seller be entitled to recover
        from Buyer and/or Exabyte any loss of profits suffered by Seller as a 
        result of said infringement.  Seller shall not indemnify Buyer and/or 
        Exabyte against and shall not hold Buyer and/or Exabyte harmless from 
        any other claims or actions including, though not limited to, a claim 
        involving any Product manufactured in accordance with Buyer's and/or 
        Exabyte's Specifications or manufactured by a process specified by 
        Buyer and/or Exabyte, or a claim involving any combination of Product 
        with other equipment or parts to form an allegedly infringing system 
        or product.  Buyer and/or Exabyte shall not indemnify Seller against 
        and shall not hold Seller harmless from any other claims or actions 
        including, though not limited to, a claim involving any combination of
        Product with other equipment or parts to form an allegedly infringing 
        system or product. In no event shall Seller be liable to Buyer and/or 
        Exabyte, nor shall Buyer and/or Exabyte be liable to Seller for any 
        special or incidental or consequential damages arising from 
        infringement or alleged infringement hereunder.  For any Product 
        jointly designed by Seller and Buyer and/or Exabyte and sold 
        hereunder, neither party shall indemnify nor hold harmless the other 
        against any liability arising out of or in connection with any claim 
        or action that Product infringes any third-party patent unless it be 
        judicially determined that one party contributed all elements of the 
        design necessary to infringe all claims of the patent, in which case 
        the all-contributing party shall indemnify and hold harmless the other
        in accordance with the terms hereof.  The foregoing states the entire 
        liability of both parties for infringement on third party rights which
        arises out of Product sold to Buyer and/or Exabyte hereunder.
PAGE(12)
   6.4. Intellectual Property Ownership

        In connection with any idea (whether or not patentable or protectable 
        by copyright), designs, improvements, inventions (whether or not 
        patentable), discoveries, and copyrightable works relating to the 
        business of Buyer and/or Exabyte, which are made, authored, 
        co-authored, reduced to practice, devised or conceived either solely 
        by Seller using funds or proprietary information of Exabyte or jointly
        by Seller and Exabyte, such idea, designs, improvements, inventions, 
        discoveries and copyrightable works shall be disclosed to Exabyte, and
        be jointly owned by Exabyte and Seller.  Seller agrees that Seller and
        Seller's employees, agents, and contractors will execute any 
        instruments and to do all things reasonably requested by Exabyte in 
        order to more fully vest in Exabyte the joint ownership rights and 
        those items mentioned in the preceding sentence to Exabyte.  Seller 
        also agrees to provide Exabyte with all documents necessary in 
        connection with the filing of any patent application of the idea, 
<PAGE> 13
        designs, improvements, inventions, discoveries and copyrightable works
        which are made, authored, co-authored, reduced to practice, devised or
        conceived either solely by Seller using funds or proprietary 
        information of Exabyte or jointly by Seller and Exabyte.  Seller 
        further agrees that Seller will not independently file any patent 
        application of the idea, designs, improvements, inventions, 
        discoveries and copyrightable works which are made, authored, 
        co-authored, reduced to practice, devised or conceived either solely 
        by Seller using funds or proprietary information of Exabyte or jointly
        by Seller and Exabyte.
PAGE(13) 
   6.5. Continuity of Supply, Disaster Recovery

        6.5.1. Procurement of Components

               Should Seller require more than the defined lead time to 
               acquire certain raw materials, Seller shall identify such raw 
               materials and required lead times.  Buyer and/or Exabyte will 
               then authorize in writing Seller's procurement of such raw 
               materials and, in the event of termination of this Agreement, 
               Buyer's and/or Exabyte's liability for the cost of such raw 
               materials and the associated work-in-process, is limited to the
               quantity which Buyer and/or Exabyte approved in writing. Seller
               shall provide Unique Long-Lead Time Components exception list 
               in Appendix III.
 
        6.5.2. Disaster Recovery Plan

               Seller agrees to develop a suitable disaster recovery plan to 
               assure the continued supply of Product to Buyer and/or Exabyte.
               Such disaster recovery plan shall be submitted to Buyer and/or 
               Exabyte concurrent with shipment to Buyer and/or Exabyte of 
               first production units.

7. MUTUAL REPRESENTATIONS

   7.1. Non-Disclosure of Agreement

        Seller and Buyer and/or Exabyte agree not to disclose the existence of
        the relationship between Buyer and/or Exabyte and Seller arising under
        this Agreement or the fact that Seller is performing services for 
        Buyer and/or Exabyte without the advance written permission of the 
        other party.

   7.2. Confidentiality

        The terms provided in Section 6.1. of the Development Agreement shall 
        apply with the term "Exabyte" replaced by "Buyer and/or Exabyte".
 
8. TERMINATION

   8.1. Initial Term

        This Agreement shall extend for the period provided in Section 2.1.
 
   8.2. Termination by Mutual Consent

        This Agreement shall be subject to termination prior to the initial 
        term at any time by mutual consent of the parties, evidenced by a 
<PAGE> 14
        written agreement provided for termination.

   8.3. Termination by Bankruptcy

        This Agreement may be immediately terminated by Seller if Exabyte, 
        or by Exabyte if Seller, files a voluntary petition in bankruptcy or 
        under any similar insolvency law, makes an assignment for the benefit 
        of its creditors, or if any involuntary petition in bankruptcy or 
        under any similar insolvency law is filed against it, or if a receiver
        is appointed for, or a levy or attachment is made against all or 
        substantially all of its assets, and such involuntary petition is 
        not dismissed or such receiver or levy or attachment is not discharged
        within sixty (60) days after the filing or appointment thereof.
PAGE(14) 
   8.4. Termination by Buyer and/or Exabyte

        Buyer and/or Exabyte shall have the right to terminate this Agreement 
        without cause upon six (6) months' advance written notice to Seller.  
        In the event of such termination, all purchase orders issued hereunder
        may be canceled by Buyer and/or Exabyte as of the effective date of 
        such termination without further notice to Seller.
 
   8.5. Termination for Cause

        Either party shall be entitled, without prejudice to any other rights 
        accruing under this Agreement or in law, to terminate this Agreement 
        in the event the other party fails to meet any of its material 
        obligations stipulated herein provided that the former party has 
        given written notice of the alleged default to the failing party 
        and that during a ninety (90) day period following said notice, said 
        failing party has not remedied such default to the reasonable 
        satisfaction of the other party.  Should such event occur, termination
        shall become effective at the end of the said ninety (90) day period.

   8.6. Effects of Termination by Buyer and/or Exabyte

        In the event Buyer and/or Exabyte terminates pursuant to Section 8.4.,
        Seller's sole obligations shall be as follows:

        8.6.1. Seller shall, upon the effective date of such termination, 
               cease all assembly operation and production required by 
               purchase orders issued under this Agreement.

        8.6.2. Seller shall deliver promptly all completed acceptable Product 
               manufactured pursuant to Buyer and/or Exabyte purchase orders.

        8.6.3. Seller shall return immediately at Buyer and/or Exabyte's 
               expense all loaned or leased equipment provided to Seller by 
               Buyer and/or Exabyte under this Agreement.

        8.6.4. Seller shall prepare and submit to Buyer and/or Exabyte an 
               itemization of all partially completed Product, assemblies and 
               process and parts inventories (including parts which Seller is 
               committed to purchase from its subcontractors) which are 
               allocated to the Buyer and/or Exabyte purchase order releases 
               placed and Section 6.5.1. under this Agreement.



<PAGE> 15
9. FORCE MAJEURE

               Seller shall not be liable for delays in delivery or failure to
               manufacture or deliver Product or to otherwise perform any 
               obligation due to Buyer and/or Exabyte under this Agreement due
               to any cause beyond Seller's reasonable control, such as acts 
               of God, acts of civil or military authority, labor disputes, 
               fire, riots, civil commotions, sabotage, war, embargo, 
               blockage, floods, epidemics, power shortages, or when due to 
               governmental restrictions or failure of a supplier to deliver. 
               The rights of Buyer and/or Exabyte under this Agreement shall 
               not be affected by Buyer's and/or Exabyte's failure to meet any
               condition contained herein where such failure is directly and 
               primarily due to any cause beyond its reasonable control such 
               as acts of God, acts of civil or military authority, labor 
               disputes, fire, riots, civil commotions, sabotage, war, 
               embargo, blockages, floods, epidemics, power shortages, or when
               due to governmental restrictions.
PAGE(15) 
10. CONSTRUCTION OF AGREEMENT

    10.1. Headings

          Headings, which include the underlined portion following the Section
          number, have been used for reference purposes only and shall have no
          operative effect in the construction of the rights or obligations 
          pursuant to this Agreement.
 
    10.2. References

          Any reference to a Section number shall include all subsections of 
          such Sections.

    10.3. Controlling Law

          This Agreement shall be construed under and governed by the laws of 
          the State of New York, United States of America and any disputes 
          between the parties in respect to this Development Agreement shall 
          be decided by the competent federal courts in the State of New York.

    10.4. Arbitration

          All disputes, controversies or differences which may arise between 
          the parties in relation to or in connection with this Agreement 
          shall be settled by amicable negotiation by both parties.  If both 
          parties are unable to settle such disputes, then, such disputes 
          shall be referred to and finally settled by arbitration under the 
          Rules of Conciliation and Arbitration of the International Chamber 
          of Commerce.  The arbitration shall be conducted in English and take
          place in Japan if it is initiated by Buyer and/or Exabyte or in the 
          U.S.A. if it is initiated by Seller.  The award of arbitration shall
          bind both parties.

11. GENERAL PROVISIONS

    11.1. Entire Agreement:  Counterparts

          This Agreement, as implemented by purchase orders for Product, is 
          intended to be the sole and complete statement of the obligations of
<PAGE> 16
          the parties as to the sale and purchase of Product and supersedes 
          all previous understandings, negotiations and proposals as to such 
          sale and purchase provided, however, that the terms of the 
          Development Agreement shall be deemed to survive.  In the event of 
          any conflict between the terms and conditions contained in the 
          Development Agreement and this Agreement, the terms and conditions 
          contained in this Agreement shall prevail.  This Agreement may not 
          be altered, amended, or modified except in writing signed by duly 
          authorized representatives of Seller, Buyer and/or Exabyte.  Any 
          printed conditions on purchase orders and acceptance forms are 
          superseded by this Agreement and shall be of no effect.  This 
          Agreement may be executed in several counterparts, each of which 
          shall be deemed an original, all of which together shall constitute 
          one and the same Agreement.
 PAGE(16)
    11.2. Enforcement

          In the event any provisions of this Agreement are declared 
          non-enforceable by a duly authorized court having jurisdiction, then
          this Agreement with respect to enforceable provision shall continue 
          in force and all rights and remedies under the remaining enforceable
          provisions shall survive any such judicial declarations; provided 
          that this Agreement still expresses the general intent of the 
          parties.  In the event the general intent of the parties cannot be 
          preserved, this Agreement shall either be renegotiated or rendered 
          null and void.

    11.3. Notices

          Notices and other communication by a party under this Agreement 
          shall be given in writing by mail, postage prepaid, certified, 
          recorded, or registered, and addressed to the parties at their 
          respective addresses as set forth below:
 
                 SELLER:

                 Hitachi, Ltd. Electronic Sales Office
                 Nippon Building, 6-2, Otemachi 2-chome
                 Chiyoda-ku, Tokyo
                 100 Japan
                 Attn:  Mr. Makoto Sakamoto
 

                 BUYER:
 
                 Nihon Exabyte Corporation
                 Kioicho TBR Building 1214
                 5-7 Koujimachi, Chiyoda-ku
                 Tokyo 102, Japan
                 Attn:  Mr. Hisahiro Endo


                 EXABYTE:

                 Exabyte Corporation
                 1685 38th Street
                 Boulder, Colorado 80301 U.S.A.
                 Attn:  Mr. Stephen F. Smith
 
<PAGE> 17
          Such notices shall be deemed to have been given upon mailing.  
          Notices also may be given by facsimile, if in the case of Buyer 
          and/or Exabyte, they are sent to the following facsimile number: 
          03-3237-2910, and in the case of Seller, they are sent to the 
          following number: 03-3270-7101.  If given by facsimile, notices 
          shall be deemed to have been given on the date of transmission.  
          All facsimile notices shall be confirmed by written notice mail, 
          as provided above, within five (5) days of the date the facsimile 
          is sent.
 
    11.4. Assignment

          This Agreement is not assignable by either party without the written
          permission of the other party.

    11.5. Waiver
 
          A waiver by either party of its rights under this Agreement with 
          respect to a breach of the other party's obligations hereunder shall
          not be construed as a continuing waiver with respect to other 
          breaches of the same or of other provisions of this Agreement.
PAGE(17)
    11.6. No Agency Created

          Neither Buyer nor Exabyte is a partner, joint venturer, agent, 
          legal representative, or employee of Seller.  Neither party is 
          granted the right or authority to assume or to create any 
          obligation or responsibility, express or implied, on behalf of or 
          in the name of the other party or to bind such other party in any 
          manner to anything whatsoever.

    11.7. Official Language

          The official language of this Agreement is English.  Documents or 
          notices not originally written in English shall have no effect 
          under this Agreement until they have been translated into English 
          by the party providing the notice or document and the English 
          translation shall then be the controlling form of the document or 
          notice.


    IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives, effective as of the date first set forth above.

Hitachi, Ltd. Electronic Sales Office
Nippon Building, 6-2, Otemachi 2-chome
Chiyoda-ku, Tokyo,
100 Japan


By:------------------------------------	
Mr. Makoto Sakamoto

Title:	General Manager, Electronic Devices Trade Division

WITNESSED BY:--------------------------
Hitachi, Ltd. Image and Information Media Systems Division


<PAGE> 18



By:------------------------------------	
Mr. Isao Fukushima

Title:	Deputy General Manager, AV Consumer Products Operation
NIHON EXABYTE CORPORATION
Kioicho TBR Building 1214
5-7 Koujimachi, Chiyoda-ku
Tokyo 102, Japan


By:
   -------------------------- 	

Title:
      -----------------------
EXABYTE CORPORATION
1685 38th Street
Boulder, Colorado 80301 U.S.A.


By:
   --------------------------	

Title:
      -----------------------