EXHIBIT 10.7   EMPLOYMENT AGREEMENT AS AMENDED BETWEEN MICHAEL W.
               ROGERS AND THE REGISTRANT


                               EMPLOYMENT CONTRACT
                                     Between
             ONTRACK Data International, Inc. and Michael W. Rogers

This AGREEMENT, made effective as of June 28, 2001, between ONTRACK Data
International, Inc., a Minnesota corporation (the "Company"), a corporation
having its principal office at 9023 Columbine Road, Eden Prairie, Minnesota
55347, and Michael W. Rogers ("Executive").

                                    RECITALS

         WHEREAS, the Company and Executive previously entered into an
Employment Agreement, dated August 6, 1996, which provided for the employment of
the Executive as the Chairman of the Board and Chief Executive Officer of the
Company; and

WHEREAS, the Company and Executive now desire to memorialize certain
understandings and agreements for the continued employment of Executive on the
Company's own behalf and on behalf of its affiliated companies for the period
provided in this Agreement, and Executive is willing to accept employment by the
Company for such period, upon the terms and conditions hereinafter set forth;
and

         WHEREAS, Executive ratifies and affirms his obligations under that
certain Confidentiality Agreement and Covenant Not To Compete, dated August 27,
1996 (the "Confidentiality Agreement and Covenant Not to Compete"); and

         WHEREAS, the execution of this Agreement, and the terms of compensation
contained herein have been duly recommended and approved by the Compensation
Committee of the Board (the "Committee").

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties hereto agree as follows:

1. Position and Responsibilities; Term of Agreement. Executive hereby
voluntarily surrenders his position as Chief Executive Officer of the Company
and shall, effective the date of this Agreement, serve as Chairman of the Board.
This Agreement shall commence upon the effective date and shall continue through
June 28, 2006 (the "Term"); provided, however, that all obligations and benefits
of this Agreement, which by their nature extend beyond the Term of this
Agreement, shall continue to bind the parties hereto.

2. Duties. During the Term and except for illness, reasonable vacation periods,
and reasonable leaves of absence, Executive shall devote his best efforts and
substantially all his business time, attention, skill and efforts to the
business and affairs of the Company and its affiliated companies, as such
business affairs now exist and as they may be hereafter changed or added to,
under and pursuant to the general direction of the Board; provided, however,
that Executive may serve, or continue to serve, on the boards of the directors
of and hold any other offices or positions in, companies or organizations which
will not present any conflict of interest with, or impair Executive's fiduciary
obligations to, the Company or any of its subsidiaries or affiliates or
divisions, or materially affect the performance of Executive's duties pursuant
to this Agreement. The services which are to be rendered by Executive hereunder
are to be rendered in the State of Minnesota, or in such other place or places
in the United States or elsewhere as may be determined from time to time by the
Board, but are to be rendered primarily at the headquarters of the Company in
the City of Eden Prairie, State of Minnesota.

<PAGE>


3. Compensation and Reimbursement of Expenses; Other Benefits.

         (a) Compensation. The Company shall compensate Executive during the
term of this Agreement as follows:

                  (1) Base Salary. Executive shall be paid a base salary,
adjusted as provided in Section 3(b), ("Base Salary") of not less than Two
Hundred Twenty Thousand Dollars ($220,000) per year in installments consistent
with the Company's usual payroll practices. The Company and the Executive
further agree that so long as the Executive is receiving compensation as an
employee of the Company the Executive shall not receive cash, stock options or
other compensation for serving as a director of the Company, but shall be
entitled to receive reimbursement or payment of his expenses for such service
under the same conditions as set forth in section 3(c) below.

                  (2) Cash Incentive Compensation. Executive shall be paid cash
incentive compensation as determined from time to time by the Board, in its
discretion and in consultation with the Compensation Committee.

                  (3) Other Benefits. During the period of employment under this
Agreement, Executive shall be entitled to receive all other benefits of
employment generally available to other members of the Company's executive
management and those benefits for which key executives are or shall become
eligible from time to time. Executive shall be entitled to five (5) weeks of
paid vacation each year of his employment.

         (b) Base Salary Review. The Board, in its discretion and in
consultation with the Compensation Committee of the Board, shall review
Executive's Base Salary from time to time during the term of this Agreement.

         (c) Reimbursement of Expenses. The Company shall pay or reimburse
Executive for all reasonable travel and other expenses incurred by Executive in
performing his obligations under this Agreement. All such reimbursement shall be
supported by receipts and be otherwise in compliance with the Company's expense
reimbursement procedures applicable from time to time to all employees. The
Company further agrees to furnish Executive with such assistance and office
accommodations as shall be suitable to the character of Executive's position
with the Company and adequate for the performance of his duties hereunder.

4. Obligations of Executive Regarding Confidentiality and Non-Competition During
and After Employment; Non-Solicitation. Executive affirms his obligations to the
Company under the Confidentiality Agreement and Covenant Not to Compete, a copy
of which is attached hereto as Exhibit A and made a part hereof by reference.
The Executive agrees that the provisions regarding confidentiality and
non-competition contained in the Confidentiality Agreement and Covenant Not to
Compete shall survive and continue in full force and effect, in accordance with
and for the time periods specified in such provisions, after termination of the
Executive's employment with the Company for any reason. Executive further agrees
that during the term of this Agreement and for a period of one (1) year
thereafter, he shall not, either directly or indirectly, alone or in concert
with others, induce or attempt to induce any employee of the Company to
terminate his or her employment relationship with the Company, or recruit or
attempt to recruit such person(s) to accept employment or a contract with
another business that would have the effect of terminating his or her employment
relationship with the Company.

<PAGE>


5. Termination By Company.

         (a) Termination For Cause. The Company may terminate the employment of
Executive "for Cause" at any time upon written Notice of Termination to
Executive specifying the cause of termination. If terminated pursuant to this
Section 5(a), then Executive shall not be entitled to any payments or extensions
of benefits under this Agreement. For purposes of this Agreement, "for Cause"
shall mean the discharge resulting from a determination by the Board that
Executive (i) has been convicted of a crime involving moral turpitude, including
fraud, theft or embezzlement, (ii) has habitually neglected his duties for
reasons unrelated to a mental or physical disability, (iii) has failed or
refused (in a material respect) to follow reasonable policies or directives
established by the Board, which failure or refusal continues for twenty (20)
days following written notice thereof to the Executive, or (iv) has continued to
engage, after twenty (20) days written notice, in any act that constitutes a
breach of his fiduciary duties to, or involves a conflict of interest with, the
Company or involves a usurpation of a material opportunity of the Company. A
termination by the Company under this Section 5(a) shall not prejudice any
remedy to which the Company may be entitled either at law, in equity, or under
this Agreement, nor shall it prejudice any of Executive's rights to any
compensation or benefit which is payable notwithstanding a Termination for
Cause. Stock options which by the terms of the applicable stock option grant are
exercisable by Executive on or before the Date of Termination may be exercised
for an additional thirty (30) days following the Date of Termination, or for the
relevant period set forth in the individual option grant agreement, whichever is
longer. Any options, which by the terms of the applicable stock option grant do
not become exercisable until after the Date of Termination shall expire as of
the Date of Termination.

         (b) Termination Without Cause. The Company may terminate the employment
of Executive without Cause at any time upon written Notice of Termination given
to Executive; provided, however, that the Company shall be obligated to pay
Executive, as severance, two (2) years base salary at the level earned by
Executive immediately prior to the date of the written Notice of Termination,
payable in installments consistent with the Company's normal pay practices for
salaried employees. In addition, Executive shall be entitled to the continuation
of all of Executive's Company health insurance and other benefits in effect at
the date of the Notice of Termination, at the sole cost and expense of the
Company, which benefits shall continue during the time period of such
installment payments set forth above. All stock options held by Executive on the
Date of Termination shall immediately become fully exercisable and fully vested.
Such options shall remain exercisable for the longer of, three (3) years or the
remaining term under the individual option agreement.

         (c) Resignation with Advance Notice to and Consent of the Board. The
parties agree that Executive is free to resign or terminate his employment with
the Company (for any reason or no reason) at any time. If Executive terminates
his employment hereunder while in good standing (which shall be defined
hereunder as the absence of any condition which, if known to the Company at the
time of Executive's resignation or Notice of Termination, would have permitted
the Company to terminate Executive's employment For Cause under Section 5(a)
above), and with advance notice to and the active participation and consent of
the Board, then Executive shall be eligible for severance, in the discretion of
the Board upon the recommendation of the Compensation Committee, of up to two
(2) years' base salary at the level earned by Executive immediately prior to the
date of the written resignation or Notice of Termination, payable in
installments consistent with the Company's normal pay practices for salaried
employees. In addition, Executive shall be entitled to the continuation of all
of Executive's Company health insurance and other benefits in effect at the date

<PAGE>


of the resignation or Notice of Termination, at the sole cost and expense of the
Company, which benefits shall continue during the time period of such severance
installment payments set forth above. Stock options which by the terms of the
applicable stock option grant are exercisable by Executive on or before the date
of resignation or Notice of Termination may be exercised for an additional
thirty (30) days following the last date of such severance installment payments
set forth above, or for the relevant period set forth in the individual option
grant agreement, whichever is longer. The Compensation Committee and the Board
shall exercise their discretion in awarding severance of up to two (2) full
years base salary and benefits as set forth above by considering all relevant
factors, including (without limitation) Executive's contributions to the Company
both prior to and after his assumption of the sole position of Chairman, the
advance notice given to the Board of his intention to resign the position of
Chairman, and his commitment to assist the Board and the Company in identifying
and procuring his replacement as Chairman.

6. Change in Control.

         (a) No compensation shall be payable under Sections 6-8 unless and
until there shall have been a Change of Control of the Company while Executive
is still an employee of the Company.

         (b) For the purposes of this Agreement, a Change of Control shall be
deemed to have occurred if (i) there shall be consummated (aa) any
reorganization, consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's Common Stock would be converted into cash, securities or other
property, in either case other than a merger of the Company in which the holders
of the Company's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (bb) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company, or (ii) any "person" (as defined in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), shall become the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of 50% or more of the Company's
outstanding Common Stock, or (iii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the entire Board
shall cease for any reason to constitute at least one-half of the membership
thereof unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least one-half
of the directors then still in office who were directors at the beginning of the
period.

7. Compensation Following Change in Control. If a Change in Control occurs while
Executive is still an employee of the Company, Executive shall be entitled to
the compensation provided in Section 5(b) hereof upon the resultant termination
of Executive's employment with the Company.

8. Acceleration of Options. All options granted to Executive may, in the sole
discretion of the Executive, be accelerated and become immediately exercisable
and fully-vested sufficiently prior to a Change in Control of the Company as to
permit Executive to exercise all such options upon any such Change in Control of
the Company; provided, however, that if Executive elects to remain with the
Company, Executive's discretionary right to the acceleration and vesting
provisions of this Section 9 shall also remain in effect until ninety (90) days
after Executive's termination for any reason (except Termination for Cause as
defined herein, in which case Executive's rights to options shall be exclusively
determined under Section 5(a)).

<PAGE>


9. No Obligation to Mitigate Damages; Pre-existing Agreements & Conditions.

         (a) Executive shall not be required to mitigate damages or the amount
of any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by Executive as a result of employment by
another employer or by payment to him of retirement benefits after the date of
termination of his employment.

         (b) The provisions of this Agreement, and any payment provided for
hereunder, shall not reduce any amounts otherwise payable, or in any way
diminish Executive's existing rights, or rights which would accrue solely as a
result of the passage of time, under any Company 401(k) plan or other Company
benefit applicable generally to employees or executives generally as a result of
employment by the Company; provided, however, that Executive and Company
specifically acknowledge that the execution of this Agreement shall replace in
its entirety and constitute a conclusive waiver by Executive of any rights or
benefits under certain resolution regarding severance set forth and adopted by
the Board of Directors of the Company as reflected on page 6 of the Board
Minutes of December 20, 1995.

10. Arbitration. With the exception of matters arising under Section 4 of this
Agreement, any controversy, dispute or claim between Company and Executive or
between any employee of Company and Executive, including, but not limited to
claims of race, age, gender, religious or national origin discrimination under
the Title VII of the Civil Rights Act of 1964, as amended; the Age
Discrimination in Employment Act of 1967, as amended; the Americans with
Disabilities Act, as amended; any other federal, state or local laws; and those
involving the construction or application of any of the terms, provisions or
conditions of this Agreement or otherwise arising out of or relating to this
Agreement, shall be settled by arbitration in accordance with the then current
employment dispute resolution rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator(s) may be rendered by any court
having jurisdiction thereof. The location of the arbitration shall be in
Hennepin County, Minnesota.

In the event of a breach by Employee of any of the covenants contained in
Section 4 of this Agreement, it is recognized that Company shall be entitled to
institute or prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to obtain damages for any breach of this Agreement,
the Confidentiality Agreement and Covenant Not to Compete, or any subsequent
similar agreement, and to sue for specific performance, or injunction against
performance of any acts or to seek any other available remedy.

11. Notice. For purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, as follows:

If to the Company:                ONTRACK Data International, Inc.
                                  9023 Columbine Road
                                  Eden Prairie, MN 55347

If to Executive:                  Michael W. Rogers
                                  4026 Thrushwood Lane
                                  Minnetonka, MN 55345

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

<PAGE>


Any purported termination of Executive's employment by either party shall be
communicated by notice of termination to the other party in accordance with this
Section 11, and shall state the specific termination provisions in this
Agreement relied upon and set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment ("Notice of Termination").

For all purposes, "date of termination" or "termination date" shall mean the
date on which a Notice of Termination is given.

12. Non-Waiver; Complete Agreement; Governing Law. No provisions of this
Agreement may be modified, waived or discharged except in writing signed by both
parties. No waiver by either party at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior to subsequent time. Except for the Confidentiality Agreement and
Covenant Not to Compete, this Agreement contains the entire agreement of the
parties relating to the subject matter hereof and supersedes all prior
agreements and understandings with respect to such subject matter (including the
Employment Agreement between the Company and Executive dated August 6, 1996),
and the parties hereto have made no agreements, representations or warranties
relating to the subject matter of the Agreement which are not set forth herein.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Minnesota.

13. Legal Fees and Expenses. The Company shall pay all reasonable legal fees and
expenses which Executive may incur as a result of the Company's contesting the
validity, enforceability or Executive's good faith interpretation of, or good
faith determination under, this Agreement; provided, however, that the Company
shall not pay any legal fees and expenses incurred by Executive in contesting
the termination of Executive's employment for Cause if, as a result of such
contest, it is determined that Executive was in fact terminated for Cause.

14. Severability. The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

15. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which, when
delivered, together shall constitute one and the same instrument.

16. Amendments. No amendment or modification of this Agreement shall be deemed
effective unless made in writing signed by the parties hereto.

17. Assignment. This Agreement shall not be assignable in connection with a
Change in Control or otherwise, in whole or in part, by either party without the
written consent of the other party.

18. Survival. The terms of Sections 4, 10, 11 and 12 shall survive the
expiration or termination of this Agreement (whether such expiration or
termination occurs as a result of the expiration of the Term as provided herein,
by mutual agreement, as a result of the Executive's resignation, termination by
the Company with or without Cause, or any other reason), and continue in full
force and effect in accordance with their terms.

<PAGE>


IN WITNESS WHEREOF, Executive and the Company have executed this Agreement,
effective as of the date first above written.

ONTRACK Data International, Inc.


By:
     -------------------------------         ---------------------------------
                                             Michael W. Rogers, Executive
Its:
     -------------------------------
Dated:                                       Dated:
       -----------------------------                --------------------------

<PAGE>


                        ONTRACK DATA INTERNATIONAL, INC.
                               9023 Columbine Road
                             Eden Prairie, MN 55347



                                February 18, 2002
                                                                    CONFIDENTIAL
Mr. Michael W. Rogers
4026 Thrushwood Lane
Minnetonka, MN 55345

         Re:      Amendment to Employment Contract dated June 28, 2001 (the
                  "Employment Contract")

Dear Mike:

         This letter agreement will confirm our mutual agreement and
understanding regarding the terms of your resignation as Chairman of the Board
of Directors of ONTRACK Data International, Inc. (the "Company"). You and the
Board have discussed the advisability of you resigning as Chairman and declining
to stand for reelection to the Board in order to better facilitate transition of
management of the Company. This letter confirms the terms of your departure.

         You will resign as an employee of the Company effective February 22,
2002. You also will resign as Chairman of the Board of Directors (a non-officer
position you will hold following the date of this letter agreement) on the date
of the next meeting of shareholders, currently expected in May, 2002 and you
will decline to stand for reelection to the Board at such shareholders meeting.
The Company will provide you the two-year compensation and health insurance and
other benefits provided by Section 5(b) of the Employment Contract as though you
were terminated without cause on this date rather than Section 5(c) or any other
provision of the Employment Contract. You and the Company will mutually agree on
the text of a press release announcing your resignation, to be issued as soon as
practicable following both parties execution of this letter agreement. The
compensation, health insurance and other benefits that will be provided by the
Company to you, as referenced in Section 5(b) of the Employment Contract,
includes, without limitation, the following:

         a.       compensation of $220,000 per year for two years (reported on
                  W-2 and payable in accordance with the Company's normal
                  payroll policies);

         b.       health care family coverage as currently in effect;

         c.       disability insurance coverage as currently in effect;

         d.       life insurance coverage as currently in effect;

         e.       accrued vacation benefit in the amount of $15,865, (150 hours
                  at $105.77 per hour) payable 16 days from the date of this
                  agreement;

         With respect to all options to purchase Company common stock currently
held by you, all such options will immediately vest and become fully
exercisable, and such options will remain exercisable for the longer of three
years or the remaining term under the individual option agreements, as amended.
A schedule of such options is attached hereto as Schedule A.

<PAGE>


         The Company covenants and agrees that it will not discriminate against
you relative to the other officers and directors of the Company when renewing,
replacing or allowing to lapse the directors' and officers' liability insurance
policies or errors and omissions insurance policies.

         This letter also confirms our mutual understanding regarding the
purpose of the severance payments provided under the Employment Contract. The
Employment Contract, among other things, reiterated the understanding previously
set forth in a 1996 agreement and Board resolutions regarding your severance
payments, if any, upon departure from the Company. The Employment Contract did
not, however, describe the rationale for providing the severance payments. It
was intended that 18 months of severance payments be allocated to separation
benefits which commenced with execution of the Employment Contract and the
concurrent surrender of your position as Chief Executive Officer. The remainder
was intended to be allocated to your noncompete obligations. Today you have
received approximately half (9 of the total 18 months) of the separation
benefits (i.e., the 9 months from June 2001 through February 2002). Thus, of the
24 months payments you will receive beginning on the effective date of your
departure as indicated above as contemplated under Section 5(b) of the
Employment Contract, 9/24 should be allocated to separation benefits and 15/24
should be allocated to the noncompete agreement. With the payments allocated in
this manner to the noncompete, you hereby reconfirm your obligations thereunder.
The parties agree that the noncompete obligations shall terminate two years
after the date of this agreement.

         In consideration for the severance benefits and payments provided by
the Company as set forth above, and as consideration for the release given by
the Company as set forth below, the receipt and sufficiency of which is hereby
acknowledged, you hereby release the Company, its past and present subsidiaries,
and its and their past and present officers, directors, agents, shareholders,
employees, attorneys, insurers and indemnitors, acting in their capacity as such
(collectively, the "Company Affiliates") from any and all claims and causes of
action, known or unknown, which you may have against any and all of them arising
from or relating to your employment relationship with, or position as an officer
or member of the Board of Directors of the Company or any of its past or present
subsidiaries. Through this release, you extinguish all causes of action against
the Company and the Company Affiliates occurring up to the date on which you
sign this agreement, including but not limited to any contract, compensation or
benefit claims; intentional infliction of emotional distress, defamation or any
other tort claims arising from your employment relationship with or position of
officer or director of the Company; all claims relating to your status as an
employee, director and officer of the Company and its past and present
subsidiaries, including but not limited to any claims arising under Minnesota
Statutes, Chapter 302A and common law (other than claims for indemnification
otherwise available to you by the Company or its insurance carriers which shall
remain available) and all claims arising from any federal, state or municipal
law or ordinance, including the Family and Medical Leave Act and the Fair Labor
Standards Act and all Minnesota labor and employment law statutes. This release
extinguishes any potential claims of employment discrimination arising from your
employment with and resignation from the Company and any of its past and present
subsidiaries, including specifically any claims under the Minnesota Human Rights
Act, the Americans With Disabilities Act, Title VII of the Civil Rights Act of
1964, the Older Workers Benefit Protection Act, and the Age Discrimination in
Employment Act.

         Notwithstanding the foregoing, the Company shall indemnify you to the
fullest extent authorized or permitted by law if you are made, or threatened to
be made, a party to any threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, by reason of the fact
that are or were a director, chairman, officer or employee of the Company, or by
reason of the fact that while a director, chairman, officer or employee of the
Company, you are or were serving in any official capacity at the request of the
Company (including trustee of any employee benefit plan), against all judgments,
penalties, fines and reasonable expenses, including reasonable attorney fees and
disbursements, if you: (i) acted in good faith; (ii) in the case of a criminal
proceeding, had no reasonable cause to believe that the conduct was unlawful;
and (iii) reasonably believed that the conduct was in the best interests of the
Company; provided, however, that the Company shall not indemnify you in
connection with (a) a proceeding by the Company in which you were adjudged
liable to the Company, or (b) any proceeding charging improper personal benefit
to you in violation of conflict of interest laws and in which you are adjudged
liable on the basis that personal benefit was improperly received by you.

<PAGE>


         In consideration for the release given by you, the Company, both for
itself and for the Company Affiliates, as defined in this agreement, hereby
releases and forever discharges you from any and all claims and causes of
action, known or unknown, which any or all may have against you arising from or
relating to your employment relationship with, or position as an officer or
member of the Board of Directors of the Company or any of its past or present
subsidiaries. Through this release, the Company, for itself and for the Company
Affiliates, extinguishes all causes of action against you occurring up to the
date on which you sign this agreement, including but not limited to any
contract, compensation or benefit claims; intentional infliction of emotional
distress, defamation or any other tort claims arising from your employment
relationship with or position of officer or director of the Company arising out
of your status as an employee, director and officer of the Company and its past
and present subsidiaries.

         Under the Age Discrimination in Employment Act, you have 21 days to
review and consider this offer. If you sign this letter before 21 days have
elapsed from the date on which you first receive it (the date of this letter),
then you will be voluntarily waiving your right to the full 21-day review
period. You also have the right to rescind this agreement within 15 calendar
days of the date upon which you sign it. You understand that if you desire to
rescind this agreement, you must put the rescission in writing and deliver it to
ONTRACK Data International, Inc., attn: Ben F. Allen, 9023 Columbine Road, Eden
Prairie, MN 55347, by hand or by mail within 15 calendar days of the date on
which you sign this agreement. If you deliver the rescission by mail, it must be
postmarked within 15 calendar days of the date on which you sign this agreement
and sent by certified mail, return receipt requested.

         If you rescind this agreement, all of the Company's obligations to you
under this letter Amendment will immediately cease, and the Company and you will
remain bound by the terms of the Employment Contract.

         This agreement supercedes the option agreements between you and the
Company to the extent of the subject matter covered herein. This agreement shall
be binding and enforceable against all successors in interests of the parties
hereto and may not be assigned without the prior written consent of each of the
parties hereto.

         If the foregoing accurately reflects our understanding and amendment to
the Employment Contract, please so indicate by signing below.

                                        Sincerely,


                                        Ben F. Allen, Chief Executive Officer

Agreed:

------------------------------------
Michael W. Rogers

<PAGE>


                                                ONTRACK CONFIDENTIAL INFORMATION


<TABLE>
<S>                  <C>        <C>       <C>                 <C>       <C>     <C>  <C>
Rogers, Michael W    320525016  00000383   9/3/1998 1996/NQ   25,000    $7.88   0    25,000
                                00000384   9/3/1998 1996/NQ   50,000    $7.88   0    50,000
                                00000385   9/3/1998 1996/NQ   25,000    $7.88   0    25,000
                                00000995  1/22/2001 1996/NQ   30,000    $7.75   0     7,500

                                                           ---------          -------------
                                   T O T A L S               130,000            0   107,500
</TABLE>



--------

(1) Does not give effect to vesting provisions of letter agreement dated
    February 18, 2002.