Exhibit 10.2 - STOCK OPTION AGREEMENT USED IN CONNECTION WITH THE 
               INCENTIVE STOCK PLAN

TERMS AND CONDITIONS OF THIS STOCK OPTION

We, Exabyte Corporation, have granted you, __________, an option to purchase 
_____ shares of our common stock.  The conditions of this option are stated 
entirely in these terms and conditions and the Incentive Stock Plan.

1.     THIS OPTION

Our Board of Directors granted you this option on _____, 19__.  The exercise 
(or purchase) price of this option is $_____ per share.  (This is what it will
cost you per share to exercise this option.)  You are never obligated to 
exercise this option.

You can only exercise this option after the shares have vested (vesting is the 
rate at which your shares become available to exercise).  The shares for this 
option vest as follows:

_____ shares will be available to exercise on the ___ day of each month 
      starting on _____, 19__  until 100% of this option has vested, or until 
      the option has been terminated, whichever comes first.

You cannot exercise this option until we have registered these shares under the
Securities Act of 1933.  You may exercise this option, even if those shares 
have not been registered, if we have determined that they do not need to be 
registered.  To the best of our knowledge, we have registered these shares 
under the Securities Act of 1933.

This option qualifies for tax purposes as an "incentive stock option" as stated
in Section 422A of the Internal Revenue Code of 1986.

You cannot transfer this option to someone else, except after death through a 
will or by the laws of descent and distribution.  This means that you are the 
only person who can exercise this option during your lifetime, but your estate
may exercise it per these terms and conditions following your death.

2.     TERM AND TERMINATION OF THIS OPTION

This option is effective from _____, 19__, through _____, 20__ (the expiration
date), unless it is terminated earlier by one of these conditions:

  -You terminate from Exabyte because of your death or total and permanent 
   disability (as defined in Section 422A(c)7 of the Internal Revenue Code 
   of 1986).  If this happens, your estate or you may exercise the total 
   number of shares that were available for you to exercise on your last 
   working day at Exabyte (your termination date) for up to 6 months after 
   your termination date.

  -You terminate from Exabyte for any other reason.   If this happens, you 
   may exercise the total number of shares that were available for you to 
   exercise on your termination date for up to 90 days after your termination 
   date.

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If, during that 90 day period, your shares become unexercisable because we did 
not register the shares under the Securities Act of 1933 and should have, you 
have until the earlier of the following dates to exercise those shares:

  -the expiration date; or 
  -an aggregate of 90 days after your termination date and following the 
   proper registration of those shares.

If, during that 90-day period, the exercise of your shares would result in a 
short swing profit liability under Section 16(b) of the Securities Exchange 
Act of 1934, you have until the earlier of the following dates to exercise 
those shares:

  -the expiration date;
  -10 days after the last date that you would incur a short swing profit 
   liability; or
  -6 months and 10 days after your termination date.

3.     EXERCISING THIS OPTION

We will assume your acceptance of these terms and conditions the first time 
you exercise this option.

When you exercise this option, you must arrange for the payment of those 
shares.  You may pay by check or cash.  You may also arrange for a transaction
to occur through a broker.  However, you must fill out the proper paperwork 
and have the exercise approved in advance by either the Corporate Secretary 
or another designated person.

We may require you to enter into an additional agreement with us to pay any 
taxes required by the exercise or sale of this option.  

You must also notify us in writing within 15 days of any sale of these shares 
that occurs within 2 years after the date this option was granted to you and 
within 1 year after these shares were exercised.

4.     MISCELLANEOUS

This option does not constitute an employment contract between us.  It does 
not obligate you in any way to continue working at Exabyte, nor does it 
obligate Exabyte to continue employing you.

Any notices we give to each other concerning this option must be given in 
writing.  All notices are validly given when either we receive your notice or 
5 days after we deposit a notice to you in the United States mail (postage 
pre-paid and addressed to you at your address listed in our employee database).

You can find the most recent electronic copy of the Form 10-K and Proxy 
Statement on the cc:Mail Exabyte Daily Stock Information Bulletin Board.