Exhibit 10.20 - SECOND AMENDMENT OF VAIL/STEAMBOAT 8MM MECHANICAL COMPONENTS 
                SUPPLY AGREEMENT





















































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                             SECOND AMENDMENT OF
                             -------------------
           VAIL/STEAMBOAT 8MM MECHANICAL COMPONENTS SUPPLY AGREEMENT
           ---------------------------------------------------------

     THIS SECOND AMENDMENT ("Second Amendment"), made as of the 1st day of 
May, 1998, among Sony Corporation, a Japanese corporation, having its principal
place of business at 7-35 Kitashinagawa 6-chome, Shinagawa-ku, Tokyo 141-0001,
Japan ("Sony"), Nihon Exabyte Corporation, a Japanese corporation, having its 
principal place of business at Kioicho TBR Building 1214, 5-7 Koujimachi, 
Chiyoda-ku, Tokyo 102-0083, Japan ("Buyer") and Exabyte Corporation, a 
Delaware corporation, having its principal place of business at 1685 38th 
Street, Boulder, Colorado, 80301, U.S.A. ("Exabyte"),

W I T N E S S E T H :
- - - - - - - - - - 

     WHEREAS, the parties hereto entered into the Vail/Steamboat 8MM Mechanical
Components Supply Agreement on the 1st day of January, 1992, for the sale (by 
Sony) and the purchase (by Buyer) of certain component products, as amended 
by the First Amendment of Vail/Steamboat 8MM Mechanical Components Supply 
Agreement on the 1st day of April, 1994 ("Agreement");

     WHEREAS, the manufacturing of certain models of the subject products of 
the Agreement was discontinued by March 31, 1995; and

     WHEREAS, the parties hereto wish to amend the Agreement upon the terms 
and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the above recitals and of the mutual 
promises provided hereinbelow, the parties hereto agree as follows:

1.   The parties hereto confirm that the manufacturing and supply of EVU-350 
Mecha deck, EVU-370 Mecha deck, EVU-350 Subassembly, EVU-360 Subassembly and 
EVU-370 Series Subassemblies was discontinued by March 31, 1995 and as of the 
date of this Second Amendment only EVU-390 Subassembly is being manufactured 
and supplied under the Agreement.  Based upon this, Items 1), 2), 3), 4), 
and 5) of Sub-paragraph 1(a) of the Agreement shall be deleted in their 
entireties.

2.   The following provision shall be added as new Sub-paragraph 1(d) after 
Sub-paragraph 1(c) of the Agreement:

     "(d)  The parties hereto agree that notwithstanding Sub-paragraph 1(b) 
hereof, after the Termination Date, Buyer, instead of Supplier, shall supply 
to Sony and Sony will purchase from Buyer the Components pursuant to this 
Sub-paragraph 1(d).  Such Components purchased pursuant to this Sub-paragraph 
1(d) shall be used exclusively by Sony in the manufacture of the Parts for 
sale to Buyer pursuant to the provision of Section 13 hereof.  The sale and 
purchase of the Components after the Termination Date shall be on the terms 
and conditions set forth in Appendix II attached hereto.  Notwithstanding any
provisions herein contained to the contrary, under no circumstances shall 
Sony be liable or responsible for any defects in the Components supplied by 
Buyer or any of such defects in the Parts of any other equipment as caused 
thereby, nor shall Sony be liable or responsible for Sony's failure or delay 
in production, shipment or delivery of the Parts due to Buyer's failure to 
deliver Sony non-defective Components in the quantity sufficient for Sony to 


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meet the requirements of the purchase orders for such Parts issued by Buyer 
and accepted by Sony hereunder, in a timely manner.  It is expressly understood
and agreed that the foregoing shall in no event relieve Sony from the 
obligation to make correct installation (process and solder quality) of the 
Components into the Parts."

3.   Sub-paragraph 11(a) of the Agreement shall be deleted in its entirety and
the following new Sub-paragraph 11(a) shall be substituted in lieu thereof:

     "(a)  This Agreement shall become effective as of the date first above 
written and shall continue in full force and effect until the Termination Date.
"Termination Date" shall mean July 31, 1998 or any earlier date on which this 
Agreement is terminated as provided for in Sub-paragraph 11(b).  If any of the
parties hereto desires to continue the transaction after the term of this 
Agreement, i.e. after the Termination Date, the parties hereto shall discuss 
and determine whether to continue the transaction or not, and if the 
continuance is agreed upon, the parties hereto shall determine in writing 
the terms and conditions applicable thereto prior to or by the Termination 
Date."

4.   The word "Sub-paragraph 1(d)" shall be added before the word "Paragraph 9.
WARRANTY" of Sub-paragraph 11(g) of the Agreement.

5.   The following provision shall be added as new Paragraph 13.1 of the 
Agreement:

     "13.1 Supply and Purchase of the Parts after the Termination Date
           -----------------------------------------------------------

      (a)  General
           -------

           Notwithstanding the provision of Paragraph 13, after the 
Termination Date, the provisions of this Paragraph 13.1 shall govern the 
supply and purchase of the Parts between Sony and Buyer.

      (b)  Gp.1, Gp.2 and Gp.3 Parts
           -------------------------

           After the Termination Date, only such Parts as specified in 
Exhibit D-1 attached hereto (i.e. Gp.1, Gp.2 and Gp.3 Parts) shall be 
available for purchase by Buyer from Sony as follows:

           1)  The Gp.1 Parts will be sold and supplied for a period of five 
(5) years after the Termination Date in accordance with the following ordering
and forecasting procedures:

           -Buyer shall issue to Sony by the fifth (5th) work day of Sony of 
each calendar month via facsimile (i) a firm purchase order for the Parts 
which Buyer requests Sony to deliver in a month with the applicable delivery 
lead time specified in Exhibit D-1 attached hereto and (ii) a forecast of 
monthly purchases of the Parts for delivery during the following three (3) 
calendar month periods.

           -The quantity specified for the delivery in the forecast shall be 
mere forecast for the planning purpose only and by no means be construed as a 
commitment of purchase.


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           -Sony shall, within ten (10) working days after its receipt of such
purchase order, notify Buyer in writing as to whether or not Sony accepts the 
purchase order so issued by Buyer.  Sony shall not reject the purchase orders 
by Buyer without reasonable cause, to the extent such purchase orders shall 
be consistent with the provisions of this Agreement.

           2)  The Gp.2 Parts will be sold and supplied only one time on the 
delivery date separately agreed upon between Sony and Buyer; provided that 
Buyer shall accept the delivery date not later than the first anniversary of 
the Termination Date and all quantity specified in Exhibit D-1 attached hereto
shall be purchased and delivered by such one time delivery.

           3)  The Gp.3 Parts will be sold and supplied for a period of five 
(5) years after the Termination Date in accordance with the same ordering and 
forecasting procedures as those applicable to Gp.1 Parts under item 1) above 
as long as Sony maintains continuous production of those Parts.  If Sony 
decides to discontinue any Gp.3 Parts, it shall immediately notify Buyer to 
that effect.  At the point Sony no longer maintains continuous production, 
the lead time shall be reduced to one (1) month and no forecast shall be 
required. However, as for the Gp.3 Parts, Buyer shall have a duty to purchase 
from Sony at least the Minimum Quantity as specified in Exhibit D-1 attached 
hereto in total for each item during the said five (5) year period, and has no
right to order for more than Maximum Quantity as specified in Exhibit D-1 
attached hereto in total, unless otherwise agreed in writing, during the said 
five (5) year period.

     (c)  Warranty for Parts
          ------------------

          1)  Sony warrants that the Parts sold by Sony to Buyer hereunder 
will, at the time of delivery and for a period of one hundred eighty (180) 
days from the date of such delivery, be free from defects in materials and 
workmanship under normal use and service and will conform to the applicable 
specification.

          2)  Should any parts prove defective by reason of improper material 
or workmanship or fail to meet the applicable specifications, and if Buyer 
shall have so notified Sony within the said one hundred eighty (180) day 
period and shall have specified in such notice the alleged defects, and if such
Parts are found to Sony's reasonable satisfaction to be defective, Sony shall,
at Sony's option, either repair or replace such defective Parts at Sony's cost
with the applicable delivery lead time as specified in Exhibit D-1 attached 
hereto after Sony's receipt of such defective Parts.  Sony shall not be 
required to remove or install any Parts from or into Buyer's product(s) or 
system(s) for the purpose of such repair or replacement.  Sony shall separately
manufacture and store extra quantities of Parts for the purpose of warranty 
repair or replacement.  Such Parts shall not be included with the Minimum or 
Maximum Quantities as specified in Exhibit D-1.

          3)  EXCEPT AS EXPRESSLY PROVIDED HEREINABOVE, NO WARRANTIES, EXPRESS
OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY 
WARRANTIES OR MERCHANTIABLITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE 
WITH REPSECT TO ANY PARTS AND ANY AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY
EXCLUDED.





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     (d)  Miscellaneous
          -------------

          1)  Forecasts and firm purchase orders for the Parts shall be sent 
to the following address:

              Sony Corporation
              1-9-13 Chuominato, Chuo-ku, Chiba 260-0024, Japan
              Attention:   General Manager
                           World Repair Parts Operation Department
                           Customer Satisfaction Center

         2)  Delivery for Parts shall be made at the Buyer's warehouse 
"Futamata Aircargo Center", Baraki Operation Department, International Cargo 
Division, Tokyo air service branch, Nippon Express Co., LTD., located at 
497 Futamata, Ichikawa-shi, Chiba 272-0001, Japan, unless otherwise agreed 
in writing by Sony and Buyer.

         3)  Except for as specifically and expressly provided in this 
Paragraph 13, all terms and conditions applicable to the Products under 
this Agreement shall apply to such supply of the Parts."

6.   Paragraph 16 of the Agreement shall be deleted in its entirely and the 
following new Paragraph 16 shall be substituted in lieu thereof:

     "16.  Funded Hard Tooling
           -------------------

      The hard tooling developed by Sony and paid for by Exabyte pursuant to 
Section 3.2 of the Development Agreement, which shall be specified in Exhibit 
E hereto, ("Funded Hard Tooling"), shall be property of Exabyte.  Sony, at its
own expense, shall be responsible to store, protect, preserve, repair and 
maintain such Funded Hard Tooling in accordance with Sony's usual practice 
(wear and tear excepted), subject to the life of each Funded Hard Tooling 
which shall be separately notified by Sony to Buyer in writing.  Upon the 
termination or expiration of this Agreement, Sony shall request disposition 
instructions for all Funded Hard Tooling.  Sony agrees to scrap, disassemble, 
make available to Exabyte or otherwise dispose of such Funded Hard Tooling 
according to the disposition instructions of Exabyte, including preparation, 
packing and shipping.  Preparation, packing and shipment shall be made at 
Exabyte's expenses, and scrapping and disassembling shall be made at Sony's 
expenses; provided that Baking Equipment (Tag No.20109), Washing Equipment 
(Tag No.20110) and Burn-in Equipment (Tag No.20111) shall be scrapped or 
otherwise disposed of at Exabyte's cost.  Sony shall furnish Exabyte with 
a list of all Funded Hard Tooling which shall have been scrapped or otherwise
disposed by Sony and documentation which identifies disposal method and 
disposition.  If Exabyte fails to give Sony appropriate disposition 
instructions of the Funded Hard Tooling in writing within 25 days from Sony's 
written inquiry after the Termination Date, Sony may dispose of such Funded 
Hard Tooling at its own expense; provided that such disposal by Sony shall 
by no means release Exabyte from its obligation to bear the cost for scrapping
Baking Equipment (Tag No.20109), Washing Equipment (Tag No.20110) and Burn-in 
Equipment (Tag No.20111).  The use of Funded Hard Tooling by Sony shall be 
expressly limited to the manufacture of Products for Buyer under this Agreement
or as otherwise agreed to by Exabyte in writing."




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7.   New Appendix II attached hereto shall be added to the Agreement after 
Appendix I.

8.   Exhibit C of the Agreement shall be deleted in its entirety and the new 
Exhibit C attached hereto shall be substituted in lieu thereof.

9.   New Exhibit D-1 attached hereto shall be added to the Agreement after 
Exhibit D.

10.  Exhibit G of the Agreement shall be deleted in its entirety and the new 
Exhibit G attached hereto shall be substituted in lieu thereof.

11.  Except as specifically amended hereby, any and all provisions of the 
Agreement shall remain full force and effect and are hereby ratified and 
confirmed.

12.  This Second Amendment shall become effective as of May 1, 1998.

     IN WITTNESS WHEREOF, the parties hereto have executed this Second 
Amendment as of the date and year first above written.


Sony:                                     Buyer:
Sony Corporation                          Nihon Exabyte Corporation

By:  /s/ Mitsuyuki Watanabe               By:  /s/ Hisahiro Endo
   -------------------------                 ------------------------
   Mitsuyuki Watanabe                        Hisahiro Endo
   President                                 Representative Director
   Electronic Devices Marketing Group



Exabyte:
Exabyte Corporation

By:  /s/ William L. Marriner
   --------------------------
   William L. Marriner
   President / Chief Executive Officer