January 24, 2000


Mr. Alain Andreoli
14 Esmond Road
Bedford Park,
London

Dear Alain,

I am  pleased to extend to you an offer of  Corporate  Vice  President,  General
Manager for International Operations,  Global Services, and e-Business effective
January 1, 2000,  reporting  directly to David Weiss,  the Chairman or the Chief
Executive  Officer or the President.  The compensation and benefit package being
offered with this corporate  officer  position is outlined below, and is subject
to approval of the Board of Directors. Upon acceptance of your offer letter, you
will be asked to sign an Employment  Agreement for Corporate  Officers that will
further define  benefits and  responsibilities  which will include the terms and
conditions  contained  in this  offer  letter.  A draft  of  this  agreement  is
submitted for your review.

Your annual base salary will be $325,000, and you will be considered for a merit
increase  effective  January 2001.  You will be eligible to  participate  in the
StorageTek  MBO Plan.  For 2000,  your MBO target  incentive will be 60% of your
base salary at the target level of performance,  120% at the stretch level. This
MBO  incentive  plan is  measured  based  upon  75%  for  your  geographic  area
performance and 25% on corporate performance.  Currently, a portion, 25%, of any
MBO bonus will be paid in the form of equity,  including shares of common stock,
or common  stock  equivalents.  The details of this plan will be  contained in a
separate MBO document and will be jointly  agreed upon by you and me. Your bonus
will be paid if earned, on the normal payment schedule in February 2001.

Also, subject to the approval of the Board of Directors,  you will receive 7,500
shares of  StorageTek  restricted  common  stock at par value,  $0.10 per share.
These  7,500  shares  will  vest  six  years  from  the  date of  grant,  unless
accelerated.  The  vesting  can  accelerate  to the  first,  second,  and  third
anniversaries  of the grant date through  accomplishment  of certain  objectives
through the year.  You and I will jointly  define the  performance  criteria for
these restricted shares.

Further,  subject to the  approval of the Board of  Directors,  StorageTek  will
grant to you a stock  option to purchase  200,000  shares of  StorageTek  common
stock, at a price to be determined on the day the option is granted.  The option
will be granted  pursuant  to the terms and  conditions  of the  Company's  1995
Equity  Participation  Plan which is attached  for your  review.  140,000 of the
stock  options will vest in increments of 33%, 33%, and 34% on the first through
the third  anniversaries of the grant.  60,000 of the stock options will vest on
the sixth  anniversary of the date of grant;  however,  the vesting schedule for
these options may be accelerated  based upon the  appreciation of the StorageTek
stock price. A portion of the shares,  30,000  shares,  will vest if the closing
price of a share of  StorageTek  common  stock on the NYSE,  for 20  consecutive
trading  days,  equals or exceed 150% of the  closing  price of the stock on the
date the stock is  granted,  as reported  in The Wall  Street  Journal;  and the
remaining 30,000 shares will be accelerated if the closing price of a share, for
20 consecutive  trading days, equals or exceeds 200% of the closing price of the
stock on date the stock is granted.

 Subject to the  approval  of the Board of  Directors  and then  current  market
conditions,  you may  participate  in the annual Stock Option Plan.  The current
allocation model projects annual options grants. The actual amount will be based
upon current methodology at the time of the grant.

As a corporate  officer,  you are expected to comply with the Corporate  Officer
Ownership  Guideline for corporate  vice  presidents,  which is currently  2,500
shares.  You have three (3) years to accumulate  the shares.  You need to retain
ownership of 2,500 shares or common stock equivalent,  during the course of your
employment to comply with the Corporate Officer  Ownership  Guideline as amended
from time to time.

Appropriate  passports and visa(s) will be obtained for you and your family, and
the cost  paid for by  StorageTek.  Human  Resources  will  assist  you with the
development and filing of these applications.

StorageTek  will also provide the relocation for you and your family from London
to Colorado in accordance with the attached  international  transfer policy. The
policy also includes repatriation benefits, if needed.

To assist you with your  relocation,  StorageTek  will provide a forgivable loan
which will be  grossed  up for tax  purposes,  in the  amount of  $300,000  plus
imputed  prime + 1%,  forgiven  over a three  year  period,  in order for you to
obtain  permanent  housing in the United States.  This loan will be payable when
and if you  purchase  a home in the  Louisville  area.  If you leave  StorageTek
voluntarily  or  StorageTek  terminates  your  employment  for cause at any time
during the term of the loan for reasons  other than change of control,  you will
be responsible for repayment of the loan including tax gross- up,  pro-rated for
the period of time you were in the position, at a rate of 8.33% per quarter. Any
tax gross-up due will be based upon actual gross-up amounts paid and incurred as
of that point in time.

StorageTek  will  directly pay into the French  Social  Security  System on your
behalf to provide you coverage for  disability and pension for a period of up to
three years  beginning upon your date of transfer to the United States while you
are  employed  by  StorageTek.  Attachment  #1 lists the  agreed  categories  of
coverage and amounts estimated based upon your actual earnings. It is understood
the amounts will be adjusted every year with your earnings growth.  If you leave
StorageTek voluntarily or StorageTek terminates your employment for cause at any
time during the three year period,  you will be responsible for repayment of all
monies  paid on your  behalf,  pro-rated  for the period of time you were in the
position. Your maximum repayment exposure is $ 100,000.

StorageTek also offers a deferred compensation  program.  Under this program you
may defer up to 50% of your  base  salary  and 75% of your  bonus  amount.  Your
deferred  income is credited with an interest rate equal to the ten-year  T-Bill
rate plus 2.5 points.  You will be provided further  information  regarding this
program.

You are also  eligible  to  participate  in the  401(k)  plan  immediately  upon
transfer and begin  contributions  in the next available  payroll cycle. You may
defer up to 18 percent of your base income into the 401(k) plan. StorageTek will
match 100  percent of the first  three  percent of your  annual  base pay and 50
percent  of the next four  percent  of your base  pay.  You will have  immediate
ownership (be fully vested) of the first three percent  match.  StorageTek's  50
percent  match of your next four percent  contribution  will be vested after two
years of service.

You will  receive  life  insurance  coverage  in the amount of three  times your
initial base salary effective January 1, 2000.  Subject to approval by the Board
of Directors, $850,000 of this coverage will be provided through an individually
owned life insurance  coverage with the premium paid by the Company.  Your group
term life insurance coverage will be $50,000. The individually owned policy is a
universal life policy that you own and that earns cash surrender value. A member
of StorageTek's  compensation  team will contact you regarding  enrollment after
your employment date.

As a corporate vice president,  you are eligible to receive  severance  benefits
under the terms of the Corporate Officer  Agreement,  which is attached for your
review.

In addition, the following executive perquisites are currently in effect for
corporate officers:
o     First class air travel domestically, business class internationally.
o     Financial and tax consulting expenses up to 1% of your base pay annually.
As part of your relocation benefit, StorageTek will pay for your tax preparation
   for the 3 year period in France, the UK and the USA.
o  Car  allowance  for a  leased-quality  vehicle  of $550.00  per  month,  plus
   reimbursement for maintenance and insurance.
o  Executive vacation program allowing vacation as business  conditions dictate.
   There is no defined limit, and therefore, no vacation accrual.
o  Supplemental   executive  health  insurance   program  which  will  reimburse
   qualified  health and welfare  expenses for you and your family which are not
   covered by our standard plan. This has an annual limitation of $5,000.00.

You will be eligible for the standard United States  benefits  package upon your
date of  transfer to the United  States.  While in Europe  (until your  transfer
date),  you will remain  entitled to your current  benefits  package,  including
medical,  insurance,  housing,  social  security,  pension,  autos,  etc.  (  no
duplicate but continued benefits ).

You will be eligible for  reimbursement of your maternity  medical expenses that
occur  in the US at the  same  level  available  to you in the UK  through  your
participation  in the US medical plan,  combined with the $5000 officer  medical
benefit and any supplemental  reimbursement that may be needed to keep you whole
with the UK benefit currently available to you.

We will honor your current  assignment  agreement (France to the UK) relative to
your tax situation, and provide protection for tax exposure that results of your
subsequent relocation from the UK to the US. We will evaluate your tax situation
during your  assignment in the UK assuming  there is no  significant  additional
cost to STK.

The  offer is  contingent  upon your  signing  StorageTek's  proprietary  rights
agreement  and  identification  of  pre-employment  commitments  form  which are
enclosed for your review. These enclosures define your obligations to StorageTek
with  regard  to  disclosure  and  dissemination  of  confidential  information,
ownership of  intellectual  property,  disclosure  of existing  obligations  and
commitments, and non-raiding obligations.

Please  review and sign the  enclosed  documents,  and return  them along with a
signed  acceptance  copy of this letter in the enclosed  self-addressed  stamped
envelope.

If you have any questions  regarding the conditions of this offer, please do not
hesitate to contact me at  303-673-7199 or Karen Niparko at  303-673-3460.  This
offer is valid through January 27th,  2000. If you accept this offer,  your date
of transfer, as we discussed, will be approximately April 2000.

I look forward to working with you as a key member of the StorageTek team!

Very truly yours,



David Weiss
Chairman, Chief Executive Officer and President

Enclosures:
      Acceptance Copy
      Proprietary Rights Agreement
      1995 Equity Participation Plan
      Employment Agreement for Corporate Officers
      International Assignment Policy







I accept the offer as outlined above and understand  that my acceptance does not
create an employment  contract and the detailed terms of my employment  contract
will be agreed following appropriate legal advise.




Alain Andreoli                Date