<PAGE>
                                                                    Exhibit 10.1

        AUSPEX SYSTEMS, INC. OR SUBSIDIARY CORPORATION (HEREIN "AUSPEX")
                         AUTHORIZED RESELLER AGREEMENT

This Agreement is effective on the date fully executed below, between AUSPEX
SYSTEMS, INC., a U.S.A., Delaware Corporation, (Herein "AUSPEX") and Net
Brains, Inc., a Texas Corporation (herein "RESELLER").

If RESELLER is APPOINTED BY AN AUSPEX SUBSIDIARY CORPORATION, the Subsidiary
Name, and Financial Address shall be inserted in place of AUSPEX Systems, Inc.,
below.

The Notice address shall remain AUSPEX Systems, Inc. with copy provided also
to AUSPEX Subsidiary Corporation.

AUSPEX SYSTEMS, INC.                     NET BRAINS, INC.
2800 Scott Boulevard                     10801 Roaring Brook Lane
Santa Clara, CA 95050-2516               Houston, TX 77024
Telephone (408) 566-2000                 Telephone: (713) 464-7077
Facsimile: (408) 566-2020                Facsimile: (713) 463-5416
www. AUSPEX.com                          www.net-brains.com

FINANCIAL ADDRESS

AUSPEX SYSTEMS, INC.                     NET BRAINS, INC.
Dept 33097 P.O. 39000                    10801 Roaring Brook Lane
San Francisco, CA 94139-3097             Houston, TX 77024
Telephone (408) 566-2000                 Telephone: (713) 464-7077
Facsimile: (408) 566-2020                Facsimile: (713) 463-5416

NOTICE DELIVERY ADDRESS

AUSPEX SYSTEMS, Inc.                     NET BRAINS, INC.
2800 Scott Boulevard                     10801 Roaring Brook Lane
Santa Clara, CA 95050-2516               Houston, TX 77024
Telephone (408) 566-2000                 Telephone: (713) 464-7077
Facsimile: (408) 566-2020                Facsimile: (713) 463-5416
Attention: Chief Financial Officer       Attn: David Andrews

In Witness Thereof, the parties          Agreed to:
have executed this Agreement by
their duly authorized representatives.

AUSPEX                                   NET BRAINS, INC.
Name: J. Michael Carrigan                Name: David Davis Andrews
     -----------------------------            -----------------------------

Signature: /s/ J. MICHAEL CARRIGAN       Signature: /s/ DAVID DAVIS ANDREWS
          ------------------------                 ------------------------

Title: VICE PRESIDENT                    Title: PRESIDENT
       ---------------------------              ---------------------------

Date:  9/9/01                            Date:  9/4/2001
     -----------------------------            -----------------------------
("AUSPEX")                               ("RESELLER")

Exhibits and Attachments include:

Attachment I that delineates Territory and Applicable Price List

Exhibit A is AUSPEX Price List or AUSPEX Quotation separately provided for any
specific Order hereunder

Exhibit B is sample of AUSPEX Shrink-wrap Right-To-Use Software License that
Reseller is obliged to pass through to End-USER

Exhibit C is Bank Wire Transfer Information for AUSPEX Systems, Inc. or AUSPEX
Subsidiary Corporation as appropriate

Exhibit D is Reference Referral Form that may apply to certain circumstances

                                       1


<PAGE>

APPOINTMENT OF RESELLER:

By this Agreement (including all Exhibits and Attachments) AUSPEX makes and NET
BRAINS, INC. accepts, the appointment of RESELLER as an authorized, limited,
non-exclusive RESELLER of the AUSPEX Products, i.e. those Products developed
and/or manufactured by AUSPEX, and the licensing of AUSPEX Software to End
Users solely in accordance with the terms and conditions of this Agreement
with pricing based on the then current applicable price list for the Territory
and/or duration or specific Order(s) as agreed in Attachment 1. End-User means
a customer that is an individual, corporation or other legal entity which
procures or sublicenses the Product(s) from RESELLER hereunder for use in the
regular course of its business and not for subsequent distribution or resale.

The parties agree expressly that the relationship between AUSPEX and RESELLER
established by this Agreement is that of independent contractors and that
AUSPEX reserves the right to market any of its products to any customer in any
location, directly or indirectly.

Third Party Products offered for sale by AUSPEX may be excluded from sale by
AUSPEX to RESELLER. Moreover, Third party products recommended or certified for
use with AUSPEX Products remain subject to the original vendor's express
warranties and indemnifications.

1.   TAXES. Prices are exclusive of all sales, use, value added, and like
     taxes. Any such tax as AUSPEX may be required to collect or pay upon the
     sale or delivery of Products or the licensing of Software, where
     applicable, shall be paid by RESELLERS to AUSPEX upon receipt of invoice.

2.   DELIVERY & INSPECTION. Upon receipt of Customer's purchase order AUSPEX
     will by Acknowledgement notify Customer of the Scheduled Delivery Date.
     Unless AUSPEX is notified that a specific carrier or agent is selected by
     Customer, AUSPEX will ship freight "prepay and bill or charge back" by the
     most appropriate method: Delivery shall be F.O.B. Sellers plant, or per
     Incoterms 2000, Free Carrier, Seller's Dock. Title, except to licensed
     Software, and risk of loss shall pass to RESELLER upon delivery of the
     Products by AUSPEX to the carrier.

     If local custom requires other delivery terms, the quotation may include
     freight, insurance, and duties in the price and shall also delineate the
     terms or risk of loss and title transfer, which quoted terms shall
     prevail in event of a conflict with delivery terms stated herein.

     Each Product will be deemed delivered at the time when the shipping and
     receiving document and itemized packing slip is signed off by an
     authorized agent at the receiving destination as indicated on the purchase
     order to AUSPEX. Orders shall be deemed accepted if, within fifteen (15)
     days following receipt of an order, RESELLER has failed to notify AUSPEX
     in writing of any defect or shortage.

3.   TERMS OF PAYMENT. Payment terms are net sixty (60) days from date of
     invoice. Accounts 60 days and more past due will be subject to a monthly
     charge at the rate of one and one-half percent (1.5%) per month or, if
     less, the maximum allowed by applicable law. RESELLERs shall pay AUSPEX a
     license fee for each Software product as quoted. RESELLER agrees that
     these fees do not include any rights to additional Software,
     enhancements, future updates and upgrades or other Software deliverables,
     which may be available from AUSPEX. Fees for such items will be identified
     in the then current AUSPEX Product or Maintenance price list. AUSPEX
     reserves the right to request payment prior to shipment and/or to put any
     unshipped product on "Ship Hold" pending resolution of credit issues if
     Customer fails make any payment when due. AUSPEX may require that
     RESELLER make payment by wire transfer, or establish a letter of credit,
     which terms and criteria are subject to concurrence of AUSPEX's finance
     director and will be reflected in Exhibit D hereto.

4.   INSTALLATION. If the Product is to be installed by AUSPEX (or designee) as
     quoted, AUSPEX (or designee) will install it in the agreed-to location
     provided RESELLER, or RESELLER's End User customer has prepared a suitable
     installation site in accordance with AUSPEX's instructions.

5.   WARRANTY.

A.   HARDWARE. AUSPEX warrants that for a period of one year) commencing on the
     date of installation, Products shall be free from defects in material and
     workmanship and when (i) operated in a suitable environment as specified
     in the appropriate product description and (ii) properly maintained and
     operated, will perform in accordance with AUSPEX Systems, Inc.'s
     applicable published specifications. If a Product is found not to meet
     this standard during the warranty period it will be repaired or, at the
     option of AUSPEX, replaced.

B.   SOFTWARE. AUSPEX warrants that the licensed Software shall substantially
     conform to its published specifications, as they exist at the date of
     delivery, for the applicable warranty period which for NS3000 Product
     Series is one year and for NS2000 and legacy Product(s) is 90 days from
     the date of delivery. AUSPEX's sole obligation under this warranty shall
     be limited to using its best efforts to correct such defects and supply
     Customer with a corrected version of such licensed Software as soon as
     practical after Customer has notified AUSPEX of such defects. AUSPEX does
     not warrant that operation of any of the licensed Software shall be
     interrupted or error free. AUSPEX's warranty obligations shall be void if
     the licensed Software is modified without written consent of AUSPEX.

C.   SUPPORT PROGRAMS. RESELLER will reference sell AUSPEX support and
     service contracts and/or and RESELLER'S End-User may choose to purchase
     hardware and Software support services directly from AUSPEX at any time as
     long as the Product is in normal operating condition and at the
     AUSPEX-specified minimum hardware and Software revision levels. The cost of
     such service will be identified in the then current AUSPEX Service Price
     List. Any service, materials or Software necessary to bring the Product to
     normal operating condition and/or to the AUSPEX-specified minimum Software
     revision level (including Field Change Orders) will be provided by AUSPEX
     at its then current time and materials rates.

     CHANGES IN THE PRODUCT NOT APPROVED BY AUSPEX SHALL VOID THIS WARRANTY.
     THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
     INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR
     FITNESS FOR A PARTICULAR PURPOSE.

     THE FOLLOWING STATEMENT APPLIES WHERE LOCAL LAW REQUIRES:


                                       2
<PAGE>
FOR THE AVOIDANCE OF DOUBT, CUSTOMER EXPRESSLY AGREES THIS IS NOT A CONSUMER
CONTRACT FOR SALE OR HIRE PURCHASE AND THAT THE ABOVE EXCLUSIONS ARE REASONABLE.

6.   SOFTWARE LICENSE.  The Operating System related Software and other
     AUSPEX Software products are provided pursuant to license agreements,
     which accompany the Software, RESELLER agrees to pass through the software
     and licenses exactly as ordered and received from AUSPEX. Each End-User
     license granted pursuant to these license agreements is limited to use of
     the applicable Software on the AUSPEX machine or node for which
     appropriate fees have been paid.

     License to use. If required as part of the Agreement with RESELLER, AUSPEX
     grants RESELLER a non-exclusive, nontransferable license, without right of
     sub license, to use the Software solely for the purpose of (i) assisting
     RESELLER's end user customers in installing such Software, (ii)
     demonstrating Products to potential customers and (iii) supporting and
     maintaining the Software for its customers. In such circumstances,
     RESELLER's use of such Software shall also be subject to the terms and
     conditions of AUSPEX's end user license agreement accompanying such
     Software.

7.   CANCELLATION CHARGE.  In the event RESELLER cancels or otherwise causes a
     cancellation of a purchase order, or any part thereof, within seven (7)
     days prior to the Scheduled Delivery Date, RESELLER agrees to pay to
     AUSPEX as a cancellation charge at AUSPEX's option, (i) five percent (5%)
     of the list price of the canceled Product, such charge having been agreed
     upon not as a penalty but as a result of the difficulty of computing
     actual damages.

8.   PRODUCT SPECIFICATIONS.  AUSPEX reserves the right, without prior approval
     from or notice to RESELLER, to make changes in the specifications and/or
     modification to the Products provided that such changes/modifications do
     not materially adversely affect overall product performance. As is
     customary in the computer industry, some components may be reused within
     the sales process; any such remanufactured components or Products are
     warranted as new.

9.   INFRINGEMENT INDEMNIFICATION. AUSPEX will defend or settle at its expense
     and will pay the costs and damages finally awarded in any action brought
     against RESELLER or its customers alleging that the AUSPEX Products sold
     pursuant hereto, or any of their parts manufactured by AUSPEX, infringe a
     Berne Convention country patent, or copyright in effect at the time of
     sale, provided that RESELLER (i) promptly notifies AUSPEX in writing of
     such action, (ii) provides AUSPEX with all reasonable assistance for the
     defense or settlement of such action, and (iii) grants to AUSPEX sole
     authority and control for the defense or settlement of such action. If a
     final injunction is obtained against RESELLER in such action, AUSPEX will,
     at AUSPEX's option and expense, either (i) procure for RESELLER the right
     to continue using such Product or part, (ii) replace or modify such
     Product or part so that it becomes non-infringing, or (iii) remove such
     Product or part and refund to RESELLER the purchase price, as depreciated,
     and transportation costs. AUSPEX shall not have any liability to RESELLER
     and RESELLER shall defend and hold AUSPEX harmless against any expense,
     judgment, or loss if the alleged infringement is based on the use of such
     Product or part with products not manufactured by AUSPEX, if the alleged
     infringement is based on modification of such Product or part other than
     by AUSPEX, or if the alleged infringement is based on AUSPEX's compliance
     with RESELLER's design, specifications or instructions. Except for the
     indemnity for third party claims as stated herein, in no event shall
     AUSPEX's total liability to RESELLER under this paragraph exceed the sum
     paid to AUSPEX by RESELLER for the allegedly infringing Product.

10.  CONFIDENTIAL INFORMATION.  In the performance of this Agreement, AUSPEX
     and RESELLER may disclose to each other certain information, which is
     identified as "confidential," "proprietary" or in a similar manner
     ("Confidential Information"). Each party agrees that it shall not disclose
     Confidential Information to any third party, and that it shall use
     Confidential Information only for the purpose of the Agreement and limit
     internal disclosure of Confidential Information to those employees who
     have a need to know and who have been made aware of the obligations under
     this section concerning such Confidential Information.

11.  OWNERSHIP. Title to all copyrights, patents, trademarks, trade names and
     trade secrets contained in the Products and any documentation provided
     with the Products, as well as any software contained within the Products,
     will at all times remain with AUSPEX or its suppliers, as applicable.
     RESELLER is expressly prohibited from reverse engineering, reverse
     assembling, and/or decompiling of the AUSPEX Products for any purposes
     whatsoever.

12.  USE OF TRADEMARK AND PUBLICITY. RESELLER will cause to appear in any
     advertisement, publication, public presentation, and external
     correspondence the appropriate designation for AUSPEX products, either (c)
     or (R) or TM, as applicable, for all copyrights and trademarks related to
     AUSPEX Products. AUSPEX expressly prohibits any direct or indirect use,
     reference to, or other employment of its name, trademarks, or trade names,
     except as expressly provided for in this Agreement.

     RESELLER will make no public press release or statement covering this
     Agreement or the subject matter hereof without first obtaining AUSPEX
     prior consent which consent will be evidenced by each party having an
     appropriate corporate officer affix his/her signature to the text of the
     proposed release.

13.  LIMITATION OF LIABILITY.  This Agreement allocates the risks of the
     marketing, sales and use of the Products between AUSPEX and RESELLER.
     AUSPEX and RESELLER recognize and acknowledge such allocation as fair and
     adequately reflected in the purchase price of the Hardware and license
     fees for Software provided under this Agreement.

     EXCEPT AS OTHERWISE PROVIDED FOR BY THOSE EXPRESS WARRANTIES AND
     INDEMNIFICATION PROVISIONS HEREIN, AUSPEX'S MAXIMUM LIABILITY ARISING OUT
     OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY AND ALL CLAIMS
     COMBINED SHALL NOT EXCEED THE TOTAL SUMS RECEIVED BY AUSPEX AS PURCHASE
     PRICES OR LICENSE FEES FOR PRODUCTS PROVIDED UNDER THIS AGREEMENT. EXCEPT
     WHERE EXPRESSLY PROHIBITED BY LAW, THESE LIMITATIONS SHALL APPLY NOT
     WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.



                                       3
<PAGE>
     IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR
     LOSS OF PROFIT, LOSS OF USE, LOSS OF DATA, COSTS OF PROCUREMENT OF
     SUBSTITUTE PRODUCTS OR SERVICES OR ANY SPECIAL, INDIRECT, PUNITIVE,
     CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNDER ANY CAUSE OF ACTION AND WHETHER
     OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE;
     PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO EITHER PARTY'S
     BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH ABOVE OR TO RESELLER
     EXCEEDING THE SCOPE OF ITS AUTHORITY OR THE LICENSES IN EXHIBIT B. THE
     PARTIES ACKNOWLEDGE THAT NOTHING IN THIS SECTION SHALL LIMIT A PARTY'S
     OBLIGATION TO PAY AMOUNTS ALREADY DUE AND OWING TO THE OTHER PARTY.

     CLAIMS BY EITHER PARTY FOR CONTRIBUTION FROM THE OTHER PARTY FOR
     THIRD-PARTY BODILY INJURY, PROPERTY DAMAGE, OR LOSS IS NOT WAIVED,
     RELEASED, OR DISCLAIMED.

14.  FORCE MAJEURE. Neither party shall be responsible for its failure to
     perform or be liable for any damages or penalty for delay or failure to
     give notice due to causes beyond its reasonable control, such as acts of
     God, fire, theft, war, riot, embargoes, acts of civil or military
     authorities, including delays due to recognized industrial shortages. If
     delivery of Product(s) is delayed by such interference, the schedule shall
     be extended on a day-for-day basis up to sixty (60) days, after which
     RESELLER shall have the right to cancel its Order that was so affected
     without obligation.

15.  EXPORT. Regardless of any disclosure made by RESELLER to AUSPEX of an
     ultimate destination of Products, RESELLER warrants that RESELLER will not
     export, either directly or indirectly, any Product without first obtaining
     any and all necessary approvals from the U.S. Department of Commerce or any
     other agency or department of the United States Government as required.

16.  ASSIGNMENT. RESELLER shall not assign this contract without prior written
     approval of AUSPEX, and any attempt to assign any rights, duties or
     obligations hereunder without such approval shall be void.

17.  WAIVER. Waiver of any breach or failure to enforce any term of this
     contract shall not be deemed a waiver of any other breach or right to
     enforce that may thereafter occur.

18.  ORDER AND ACCEPTANCE. All orders for Products submitted by RESELLER shall
     be initiated by written purchase orders sent to AUSPEX which purchase
     orders shall set forth the Product number, Product description, quantity,
     requested shipment date, method of shipment, list price, purchase price
     (after discount) and a description of any other cost items included within
     such order (e.g. freight and customs duty). To facilitate AUSPEX's
     production scheduling, RESELLER shall endeavor to submit purchase orders to
     AUSPEX at least thirty (30) days prior to the requested shipment date. If
     orders are received with less than thirty (30) days prior to requested ship
     date, AUSPEX will use reasonable efforts to meet the requested date. All
     purchase orders are subject to acceptance by AUSPEX as confirmed by AUSPEX
     forwarding an Acknowledgement to RESELLER. No order shall be binding upon
     AUSPEX until accepted by AUSPEX in writing, and AUSPEX shall have no
     liability to RESELLER with respect to purchase orders that are not
     accepted. No partial shipment of an order shall constitute the acceptance
     of the entire order, absent the written acceptance of such entire order.

     AUSPEX will recognize special circumstances that are expressly stated and
     agreed between the Parties hereto, such as, for example, RESELLER
     requesting a direct shipment to the End-User, provided that such requests
     are clearly documented on the purchase order and are expressly agreed
     between authorized representatives of all Parties. Except for those
     specially authorized circumstances, no other terms shall be affected.

19.  ENTIRE AGREEMENT. This Agreement, including Attachments and Exhibits, shall
     constitute the entire agreement between AUSPEX and RESELLER. Any revisions
     or additions thereto shall be in writing and executed by an authorized
     representative of the parties, which for AUSPEX shall include an authorized
     representative of its corporate or subsidiary offices. Contracts formed by
     AUSPEX Systems, Inc. shall be governed in the United States, by the laws of
     the State of California without reference to conflicts of law principles.
     Contracts formed by AUSPEX Subsidiary Corporations shall be governed by the
     laws of the country where the Subsidiary is located, without reference to
     conflicts of law principles.

     The licenses, indemnities, representations, warranties and confidentiality
     terms herein and payment of monies due and owing to the other party shall
     survive this Agreement.

20.  GOVERNING LAW. Contracts formed by AUSPEX Systems, Inc. shall be governed
     in the United States, by the laws of the State of California without
     reference to conflicts of law principles. Contracts formed by AUSPEX
     Subsidiary Corporations shall be governed by the laws of the country where
     the Subsidiary is located, without reference to conflicts of law
     principles.

21.  DISPUTE RESOLUTION. Any dispute, controversy, or claim arising directly
     under the express terms herein that is not resolved by direct discussion
     between the senior management of both parties within 30 days following
     notice of said dispute, shall be referred either to an impartial mediator,
     or for arbitration to either the American Arbitration Board or the United
     Nations (UN) Convention on contracts for the International Sale of Goods
     (CISG). Any such mediation or arbitration shall be conducted in the English
     language at an agreed location in the country where the AUSPEX Corporation
     that sold the Product is located. Alternatively, the parties may provide
     for litigation in a court of competent jurisdiction as specified in the
     preceding paragraph.

22.  AUSPEX COMMERCIAL POLICY. RESELLER shall notify AUSPEX immediately of any
     extortive solicitation, demand, or other request for anything of value, by
     or on behalf of any government official or employee of any government and
     directed to RESELLER related to the Product.


                                       4

<PAGE>
                                  ATTACHMENT I

THIS AGREEMENT IS BETWEEN RESELLER AND AUSPEX

TERRITORY SHALL BE: THE OIL AND GAS MARKET IN MEXICO

DURATION SHALL BE: This Agreement shall apply only to the specific Purchase
Orders resulting from quotations provided by AUSPEX to RESELLER based on the
then current applicable Price List for the Territory within a twelve month
period from the effective date hereto, following which the Agreement may be
extended by mutual Agreement. Either party may terminate the agreement for any
reason at any time with thirty- (30) day's prior written notice to the other
party.

PURCHASE ORDERS SHALL BE IN ACCORDANCE WITH APPLICABLE EXHIBIT A (QUOTATION
PROVIDED BY AUSPEX)

Ship To Address: Please show on Purchase Order
Shipping Method: Please state on Purchase Order

APPLICABLE PRICE LIST(S) (THEN CURRENT VERSION) PLEASE CHECK OR UNDERLINE
APPLICABLE PRICE LIST FOR THIS AGREEMENT.

[ ]  US & North America - For Systems installed in North America: Currency is
     U.S. dollars

[ ]  International Price List - For Systems installed outside of North America:
     Currencies include U.S. Euro, pounds sterling, and yen

[ ]  DISCOUNTS FROM THEN CURRENT APPLICABLE LIST PRICES: Discounts are applied
     to List Prices. Trade-in credits are applied after discount.

Category discounts apply to all systems, peripherals, and software included in
a new system order.

Future or unreleased Products may, at AUSPEX's option, be subject to different
discounts.

<Table>
<Caption>
-------------------------------------------------------------------------------
**** RESELLER                  CAT A        CAT B        CAT C        CAT R
                              SYSTEMS       LOOSE       SOFTWARE   THIRD PARTY
***                                        OPTIONS &                PRODUCT(S)
                                          PERIPHERALS              "RESOLD" BY
                                                                      AUSPEX
-------------------------------------------------------------------------------
<S>                           <C>         <C>           <C>        <C>
For NS2000 Series Only(1)      35%         15%           15%           *
For NS3000 Series Only(1)      35%         15%           15%
                                0           0             0
-------------------------------------------------------------------------------
</Table>

* For Category "R" Products, offered for sale by AUSPEX through RESELLERs'
discount may vary based on the specific Product. Some Third Party Products may
not be offered through AUSPEX channels.

<Table>
<Caption>
-----------------------------------------------------------------------------
**** AUSPEX BASIC WARRANTY FOR PRODUCTS:
                   Hardware               Telephone Software Support (Note 2)

<S>                <C>                    <C>
NS2000              365 days (Note 1)      90 days
NS3000              365 days (Note 1)      365 days

Note 1) with next day
support
Note 2) 7X24X365
-----------------------------------------------------------------------------
</Table>


                                       5
<PAGE>
ATTACHMENT I CONTINUED:

SUPPORT-REFERENCE SELLING TERMS: RESELLER will reference sell AUSPEX
support/service contracts (including warranty upgrades). Support/service
descriptions and terms shall be based on AUSPEX's then current standard
offerings. Pricing for support/services provided by AUSPEX, will be in
accordance with AUSPEX's then current standard price list and offerings for
North America or International as appropriate. Support will be provided to
End-User by AUSPEX Systems, Inc., or designee, and shall be Non-Discountable to
End-User.

     For each support contract or warranty upgrade sold by RESELLER at the time
     of the Product(s) or upgrade purchase, RESELLER shall receive a 5% referral
     fee.

*    If the End User does not procure the Support or Services as part of the
---  initial Purchase Order for the system or subsequent upgrade, the referral
     fee cited above shall not apply, and AUSPEX shall proceed to sell its
     Support and Services directly to End User with no obligations to RESELLER.

*    RESELLER shall provide a report at the end of each calendar month by fax or
---  email to the named AUSPEX representative so a crosscheck of support
     contracts can occur.

PRODUCT(S)-REFERENCE SELLING TERMS:
In the event an End-User prefers to procure the Product(s) directly from AUSPEX
for any reason, RESELLER will provide the referral to the relevant AUSPEX
representative, and RESELLER will be reimbursed for this lead by receiving a
finder's fee equal to five percent (5%) of the net product sales price,
excluding freight, within sixty (60) days of AUSPEX's receipt of payment from
the End-User. To qualify for the finder's fee, RESELLER will be required to
complete a Referral form, which is attached hereto as Exhibit D. In these
instances, the above cited Support Reference Selling Terms may also apply if
the support contract is purchased by the End-User concurrent with the Product
purchase.



                                       6
<PAGE>
                                   EXHIBIT B

THIS LICENSE, TOGETHER WITH ITS APPLICABLE WARRANTIES, SHALL BE PASSED THROUGH
    FROM AUSPEX TO RESELLER'S END-USER WITHOUT NECESSITY FOR RELICENSING OR
                   SUBLICENSING BY RESELLER TO THE END-USER.

                              AUSPEX SYSTEMS, INC.
                         RIGHT-TO-USE SOFTWARE LICENSE


INTRODUCTION:  This "Right-To-Use" Software License is granted by AUSPEX
Systems, Inc., in Santa Clara, CA, U.S.A. and applies to the software programs,
firmware or microcode (e.g. licensed internal code) and documentation ("herein
the Software") provided with the equipment (e.g. the Product(s) that are
manufactured by AUSPEX Systems, Inc. and/or sold by AUSPEX Systems, Inc., or
its Subsidiary Corporation(s), ("AUSPEX").

The term "Software" shall mean the i) object code version of the operating
system software programs, or stand-alone (e.g. optional product) software
products set forth in the AUSPEX Product Price List for which the appropriate
license fee is paid, and ii) the licensed internal code that executes below the
user interface of the equipment, that is an integral part of the purchased
Product and required by such equipment to perform its data storage and
retrieval or other operating functions, iii) The system user manual(s),
supplied with the Product(s), in either electronic or media form as it exists
at the date of delivery.

Whether you or a designated distributor, reseller, or lessor was responsible
for the purchase, AUSPEX requires that as an end-user of the equipment you
("Licensee") will abide by the terms that AUSPEX and its third party licensors
and suppliers, delineated in the Trademarks section herein, require for use of
their proprietary patented or copyrighted technology. This agreement is between
AUSPEX and Licensee.

USE OF THE SOFTWARE INDICATES THAT LICENSEE HAS READ THIS RIGHT-TO-USE SOFTWARE
LICENSE, LICENSEE UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND
RESTRICTIONS.

IF LICENSEE IS UNWILLING TO AGREE TO THE TERMS STATED HEREIN. LICENSEE SHALL
RETURN THE SOFTWARE, UNUSED, WITHIN FIFTEEN (15) DAYS OF PURCHASE, AND LICENSEE
WILL RECEIVE A REFUND OF ANY MONIES PAID FOR THE SOFTWARE.

OWNERSHIP:  AUSPEX and/or its licensors, or suppliers retain title, ownership,
and the intellectual property rights in and to the Software. The Software is
protected by United States copyright, patent, and trade secret laws, and
international treaty provisions.

This License grants no title or ownership rights for the Software to Licensee
or any other person or organization.

Moreover, unless routinely provided by AUSPEX to its customers or Licensee's at
no charge, or provided as part of any active support agreement, no license to
any improvements, modifications, enhancements, or updates to the Software that
are a separate Software Product of AUSPEX or its suppliers or licensors are
granted herein. Those separate Software Products or Updates, if available, may
be licensed at AUSPEX's then current standard pricing, terms and conditions.

1.  LICENSE TO USE:  As part of the customer's purchase of equipment, Licensee
is granted a perpetual, non-exclusive and non-transferable license ("License")
to (i) use the object code version of the operating system software programs or
stand-alone (e.g. optional product) software programs on the single base system
or expansion system node(s) with which the Software was provided and for which
the appropriate license fee is paid. AUSPEX shall provide necessary password(s)
or the registration number corresponding to the number and type of licenses
listed on the purchase order or AUSPEX's sales order or invoice. The License
shall apply to any corrections, bug fixes, enhancements, updates or other
modifications, including custom modifications, enhancements, and extensions
provided by AUSPEX to Licensee. To the extent custom modifications or
derivative works by Licensee are specifically authorized by AUSPEX or its
suppliers this license shall also apply, (ii) to use the firmware or licensed
internal code that shall be used for the sole purpose of enabling the specific
unit of equipment for which the firmware was provided to perform its data
storage and retrieval or other operating functions. Maintenance code and
proprietary service tools and manuals for firmware, even if shipped with the
Equipment, are not, unless separately licensed, included in this end-user
license to use, (iii) use documentation such as on-line system operating
instructions and/or user manuals for the same equipment or optional software
products.

2.  RESTRICTIONS:  Software is copyrighted and AUSPEX and/or its suppliers or
licensors retain title to all copies. Licensee shall not make copies of
Software, other than a single copy of Software programs for archival purposes
and, if applicable, Licensee may, for Licensee's internal use only, make one
backup copy that is retained with the equipment for which it was purchased.
Licensee may print additional copies of on-line documentation, provided that
all proprietary rights notices that appear on or in the original licensed
version of the Software shall be reproduced and remain intact on any copies
made.

No right to any source code is granted. Licensee shall not modify, decompile,
disassemble, decrypt, extract, or otherwise reverse engineer or otherwise
manipulate the Software programs so as to derive source code without specific
written authorization from an officer of AUSPEX, except as such decompilation
may be expressly permitted under local law when it is indispensable solely for
the purpose of achieving interoperability.

Licensee may not transfer, rent, or distribute the Software. However, Licensee
may physically transfer the equipment including this Software and this License
to another party if (i) Licensee has the express concurrence of AUSPEX (which
concurrence shall not be unreasonably withheld), and (ii) all related hardware
products are transferred along with the Software, and (ii) the other party
accepts the terms and restrictions of this License, and (iii) all copies of
Software that are not transferred to the other party are destroyed or returned
to AUSPEX, and (iv) Licensee complies with all applicable laws including any
import/export control regulations. Any transfer in violation of this section
shall be void.

3.  CONFIDENTIALITY:  Software is confidential and proprietary information of
AUSPEX and/or its licensors and suppliers. Licensee agrees to take adequate
steps to protect Software from unauthorized disclosure or use. Adequate steps
include reasonable care to protect the Software, and may include obtaining
non-disclosure agreements from any parties that may have access to the Software
during its proper use.

                                       7





<PAGE>
4.   WARRANTY. AUSPEX warrants that each Software program shall substantially
conform to its users' documentation as it exists at the date of delivery, for
the applicable warranty period which for NS3000 Product Series is one year and
for NS2000 and legacy Product(s) is a period of ninety (90) days from the date
of delivery. AUSPEX's sole obligation under this warranty shall be limited to
using its reasonable efforts to correct defects for which Licensee provides
notice to AUSPEX within the warranty period, and supply Licensee with a
corrected version of Software as soon as practicable. AUSPEX does not warrant
that (i) operation of Software shall be uninterrupted or error free or (ii)
functions contained in Software shall operate in the combinations which may be
selected for use by Licensee or meet Licensee's requirements. AUSPEX's warranty
obligations shall be void if Software is modified without the written consent of
AUSPEX.

5.   DISCLAIMER OF WARRANTY: EXCEPT FOR THE ABOVE STATED WARRANTY, THERE ARE NO
OTHER WARRANTIES OF ANY KIND, AND THE SOFTWARE PROGRAMS AND DOCUMENTATION ARE
PROVIDED TO LICENSEE "AS IS", THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-
INFRINGEMENT.

6.   LIMITATION OF LIABILITY: IN NO EVENT WILL AUSPEX AND/OR ITS LICENSORS OR
SUPPLIERS BE LIABLE FOR ANY LOST REVENUES OR PROFITS OR DATA OR OTHER SPECIAL,
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF
THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN
IF AUSPEX AND/OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. In no event shall AUSPEX's liability to Licensee, whether in
contract, tort (including negligence) or otherwise, exceed the license fee
charged by AUSPEX for the Software.

7.   LIFE ENDANGERMENT APPLICATIONS: Licensee understands that the Software is
not designed or manufactured to be fault tolerant. Therefore, the Software will
not be used as on line control equipment in high risk activities or environments
that require fail-safe performance or where the failure, malfunction, or lapse
in the Software's reliability carries a risk, however insignificant, of death,
bodily injury or severe physical or environmental damage.

8.   TERMINATION: This License shall remain in force until terminated. Licensee
may terminate this License at any time by destroying all copies of Software.
This License shall also terminate immediately, and without notice from AUSPEX,
if Licensee fails to comply with any material provision of this License. Upon
notice of such termination, all copies of Software must be destroyed. The waiver
by either party of a breach of any term of this Agreement shall not constitute a
waiver of any subsequent breach of this Agreement.

If the Software is being provided for demonstration or evaluation purposes only,
then Licensee's License to use the Software shall automatically terminate
forty-five (45) days after receipt or such longer period as may be authorized by
AUSPEX.

9.   GOVERNMENT RIGHTS: If Licensee is acquiring the programs on behalf of the
Department of Defense, civilian agencies, or other departments of the U.S.
Government, Licensee agrees that the Software is "commercial computer software
and documentation" as specified in 48 C.F.R. 12.212. of the Federal Acquisition
Regulations (FAR) and its successors; and/or as specified in 48 C.F.R.
227-7202-1 of the Department of Defense FAR Supplement (DFARS) and its
successors. The use, duplication, or disclosure of the Software is, therefore,
subject to the rights and restrictions herein. In addition, under the copyright
laws of the United States, all rights of unpublished software are reserved. The
Contractor for the programs is AUSPEX Systems, Inc., 2800 Scott Boulevard, Santa
Clara, CA 95050-2516.

10.  EXPORT REGULATIONS: Software, including technical data, is subject to U.S.
export control laws, including the U.S. Export Administration Act and its
associated regulations, and may be subject to export or import regulations in
other countries. Licensee agrees to comply strictly with all such regulations
and acknowledges that Licensee has the responsibility to obtain ay required
licenses to export, re-export or import Software.

11.  GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of California, USA, excluding its choice
of law provisions. Any unresolved dispute, controversy, or claim arising
directly under the express terms may be, with thirty (30) days notice to the
other party, referred either to any impartial mediator, or for arbitration to
either the American Arbitration Board or the United Nations (UN) Convention on
contracts for the International Sale of Goods (CISG). The award of the
arbitrator shall be binding and may be entered as a judgment in any court of
competent jurisdiction.

12.  GENERAL: This Agreement is the entire agreement between Licensee and AUSPEX
relating to Software and: (i) supersedes all prior or contemporaneous oral or
written communications, proposals and representations with respect to its
subject matter; and (ii) prevails over any conflicting or additional terms of
any quote, order, acknowledgment or similar communication between the parties.
No modification to this License will be binding unless in writing and signed by
a duly authorized representative of each party.

The waiver by either party of a breach of any term of this Agreement shall not
constitute a waiver of any subsequent breach of this Agreement.

If any of the provisions, or portions thereof, of this Agreement are invalid
under any applicable statute or rule of law, they are to that extent to be
deemed, omitted.


                                       8
<PAGE>

Auspex Right-To-Use License Continued:

COPYRIGHTS AND TRADEMARKS (NetOS)

Copyright(C) 1989-2001, AUSPEX Systems, Inc. All rights reserved. Derived from
UNIX(R) BSD licensed from the University of California, UNIX System V Release
3.2 licensed from The Santa Cruz Operation, Inc. and Solaris 2.6 licensed from
Sun Microsystems, FastFLO File System(TM) is derived from HTFS, StackFS, and
StackOS licensed from EMC Corporation. Unauthorized duplication is strictly
forbidden.

AUSPEX Optional Products Premier Software Series for NeTservices(TM)
incorporates AT&T's Advanced Server for UNIX Systems and NETBIOS/ix(R),
Netbios/ix is a registered U.S. trademark of Micro Computer Systems, Inc.

AUSPEX and the AUSPEX logo design, DataGuard, DriveGuard, FMK, FMP, Functional
Multi-Processing, Functional Multi-Processing Kernel, Functional
Multi-Processor, Functional Multiprocessor, and ServerGuard are registered
trademarks of AUSPEX Systems. AUSPEX 4Front, AUSPEX Control Point, All the
Data, All the Time., ClusterGuard, Continuous Data Access, DataXcelerator
Engines, DataXpress, DataXpress Kernel, EtherBand, FastFLO File System, NetOS,
NetServer, NeTservices, NetGuard, Thrive Carefully, TurboCopy, the Web-Attached
Storage logos and XceleRAID are trademarks or registered trademarks of AUSPEX
Systems, Inc.

Acrobat is a trademark of Adobe Systems, Inc. Adaptec is a trademark or
registered trademark of Adaptec, Inc. AT&T is a registered trademark of AT&T
Corporation. Blue Sky is a registered trademark of Blue Sky Software
Corporation, HTFS, StackFS, and StackOS are trademarks of EMC Corporation.
DLTtape is a trademark of Quantum Corporation. Microsoft, MS, MS DOS, Windows,
Windows NT, and Backoffice are either registered trademarks or trademarks of
Microsoft Corporation. Sun, Sun Microsystems, the Sun Logo, and Solaris, ONC,
ONC/NFS, and NFS are trademarks or registered trademarks of Microsoft
Corporation. Microsoft, MS, MS DOS, Windows, Windows NT, and Backoffice are
either registered trademarks or trademarks of Sun Microsystems, Inc. in the
United States and other countries. All SPARC trademarks are used under license
and are trademarks or registered trademarks of SPARC International, Inc. in the
United States and other countries. Products bearing SPARC trademarks are based
upon an architecture developed by Sun Microsystems, Inc. UNIX is a registered
trademark in the United States and other countries of The Open Group.

*Other brands and names are the property of their respective owners.


                                       9
<PAGE>
                                   EXHIBIT C

                 WIRE TRANSFER AND LETTER OF CREDIT INFORMATION

Per Paragraph 3 "Auspex Reserved Rights", if requested, RESELLER will make
payment via Wire Transfer at the bank cited below within or sixty days after
shipment of the Products from AUSPEX's manufacturing plant. Payment shall be in
U.S. dollars to Auspex Systems, Inc.

Payment by Wire Transfer

     Full payment of RESELLER's Purchase Price for the Products shall be made
     by wire transfer in accordance with AUSPEX's written wire transfer
     instructions listed below (and which may be modified by AUSPEX in writing
     from time to time).

     For agreement with Auspex Systems, Inc., Payment shall be in U.S. dollars
     to the following:

     AUSPEX Systems, Inc., wire transfer information as of the date of this
     agreement is:

     Company Name:       Auspex

     Bank Name:          Wells Fargo Bank

     Address:            121 Park Center Plaza, 3rd Floor

                         San Jose, CA 95113

     Bank Account #:     4375-685872

     Routing #:          121000248

     Bank Swift Code # WFBIUS6S

     Contact:            AUSPEX Credit Manager

                         At 1 (408) 566-2250

OR IF WIRE TRANSFER IS TO AN AUSPEX SUBSIDIARY CORPORATION, INSERT CURRENCY AND
PAYMENT ADDRESS HERE BELOW:



Letter of Credit requirements

Or, if, per Section 3, "Auspex Reserved Rights", AUSPEX requests that a Letter
of Credit is to be established by RESELLER at the above cited bank for payments
from RESELLER to AUSPEX, the terms and criteria of the Letter of Credit are
subject to concurrence of AUSPEX's finance director and shall typically include
the following: Payment on sight. Letter of Credit must be irrevocable. Letter
of Credit to be negotiated upon presence of airway bill or bill of lading.
Products shall be Free on Board (FOB Santa Clara, CA, USA) or Auspex point of
shipment.



                                       10
<PAGE>
--------------------------------------------------------------------------------
                                   EXHIBIT D
--------------------------------------------------------------------------------


                              AUSPEX REFERRAL FORM

AUSPEX                     ACCOUNT REGISTRATION FORM


Submitted by: ______________________  _______/___/


RESELLER                 DATE

Contact/Title:           _________________________________________

Company/Buying Group:    _________________________________________

Address:                 _________________________________________

City/State/Zip/Phone:    _________________________________________

Effective Period*:       FROM ____/____/____      TO: ____/____/____

SUBMITTED BY:                             WITH APPROVAL BY AUSPEX MANAGING
RESELLER                                  DIRECTOR FOR TERRITORY:


By: _____________________________/__/     ______________________________________
     AUTHORIZED SIGNATURE                 BY: AUTHORIZED SIGNATURE

APPROVED BY:
AUSPEX SYSTEMS, INC.


By: _____________________________/__/     By: _____________________________/__/
     DIRECTOR, SALES ADMINISTRATION           AUSPEX CHANNEL DIRECTOR

ATTN: RESELLER: WHEN COMPLETE, FAX OR MAIL TO:

                         Director of Sales Administration
                         AUSPEX Systems, Inc.
                         2800 Scott Boulevard
                         Santa Clara, CA 95050-2516
                         Fax #: (405) 566-2010

--------------------
* Unless otherwise specified above, the Effective Period of the registration
above, as part of this Agreement shall commence on the date of approval by both
parties and shall continue to be in effect for one hundred eighty (180) days
from the date this form is signed by AUSPEX's designee. If RESELLER's customer
has not ordered Product from AUSPEX within the Effective Period, then AUSPEX,
at its sole discretion, may extend the Effective Period of this registration in
writing to RESELLER for a period to be determined by AUSPEX during the term of
this Agreement.



                                       11