May 30, 2002



Exabyte Corporation
1685 38th Street
Boulder, CO 80301

Re:     Investment in Exabyte's Series I Preferred Stock

Ladies and Gentlemen:

This Letter shall confirm my agreement to purchase from you, and your agreement to sell to me, 1,200,000 shares of Exabyte's Series I Preferred Stock (the "Series I Preferred") for $1.00 per share with the same rights and subject to the same terms and conditions agreed to by the Purchasers under that certain Series I Preferred Stock Purchase Agreement, dated as of May 17, 2002, by and among Exabyte Corporation and certain Purchasers listed on Schedule A thereto (the "Agreement"). Capitalized terms used herein and not defined herein shall have the meanings set forth in the Agreement.

In addition, this Letter and my obligation to purchase Series I Preferred shall become null and ineffective if prior to the Subsequent Closing Exabyte terminates me as President and Chief Executive Officer of Exabyte. This Letter and your and my obligations are subject to approval of this Letter as provided below by each of the Purchasers of Series I Preferred under the Agreement.

You and I agree that I am an additional Purchaser under the Agreement. I agree to be bound by and subject to the terms, conditions, obligations and other agreements as a Purchaser under the Agreement. In addition, I have read and understand the representations and warranties of the Purchasers in the Agreement, and I hereby represent and warrant to you that each of such representations and warranties is true as of the date of this letter with respect to me and my investment in the Series I Preferred.

You agree to sell to me the 1,200,000 shares of Series I Preferred for $1,200,000 in accordance with the terms, conditions, obligations and other agreements applicable to you under the Agreement as if I were an original signatory to the Agreement. I will purchase and you will sell to me all such shares at the Subsequent Closing.

Very truly yours,





|         | /s/  Tom Ward    
|-------- | -----------------
|Name:    | Tom Ward         
|Address: | 2300 75th St.    
|         | Boulder, CO 80301



Agreed and accepted:

|EXABYTE CORPORATION  
|---------------------
|/s/  Craig G. Lamborn
|By:  Craig G. Lamborn
|Its: V.P. of Finance 





Approval by Purchasers



The undersigned hereby:

--     approve of the addition of Tom Ward to the Agreement as provided above; and

--     agree that Tom Ward shall have all the rights and obligations applicable to a Purchaser, as the 
             same are set forth in the Agreement.

ACCEPTED AND APPROVED:

State of Wisconsin Investment Board



|By:      |                          
|-------- | -------------------------
|Name:    |                          
|Title:   |                          
|Address: |                          
|         | 121 East Wilson Street   
|         | Madison, WI 53702        
|         | Facsimile: (608) 266-2436



Meritage Private Equity Fund, L.P.
Meritage Private Equity Parallel Fund, L.P
Meritage Entrepreneurs Fund, l.p.

By Meritage Investment Partners, LLC
General Partner



|By:      |                               
|-------- | ------------------------------
|Name:    |                               
|Title:   |                               
|Address: |                               
|         | 1600 Wynkoop Street, Suite 300
|         | Denver, Colorado 80202        
|         | Facsimile: (303) 352-2050     



Crestview Capital Fund, LP
Crestview Capital Fund II, LP
Crestview Capital Offshore Fund, Inc.

By  Kingsport Capital Partners, LLC
General Partner



|By:      |                          
|-------- | -------------------------
|Name:    |                          
|Title:   |                          
|Address: |                          
|         | 95 Revere Drive          
|         | Northbrook, Illinois     
|         | Facsimile: (847) 559 5807



Valley Ventures II, L.P.

By VV II Management, L.L.C. 
General Partner



|By:      |                                   
|-------- | ----------------------------------
|Name:    |                                   
|Title:   |                                   
|Address: |                                   
|         | 6720 N. Scottsdale Road, Suite 280
|         | Scottsdale, Arizona 85253         
|         | Facsimile: (480) 661 6262         



Millennial Holdings LLC
The Millennial Fund
Tankersley Family Limited Partnership

By G. Jackson Tankersley, Jr.



|By:      |                          
|-------- | -------------------------
|Name:    |                          
|Title:   |                          
|Address: |                          
|         | 1600 Wynkoop Suite 300   
|         | Denver, CO 80202         
|         | Facsimile: (303) 352 2050



Hexagon Investments LLC
Grandhaven LLC
Legacy Enterprises LLC
Labyrinth Enterprises LLC

By: Hexagon Investments, Inc.
Manager



|By:      |                               
|-------- | ------------------------------
|Name:    |                               
|Title:   |                               
|Address: |                               
|         | Larimer Square                
|         | 1407 Larimer Street, Suite 300
|         | Denver, CO 80202              
|         | Facsimile: (303) 571 1221     



Allen Builder



|By:      |                              
|-------- | -----------------------------
|Name:    |                              
|Title:   |                              
|Address: |                              
|         | Builder Investment Group, Inc
|         | 5 Piedmont Center, Suite 700 
|         | Atlanta, GA 30305            
|         | Facsimile: (404) 237 3168    



Mark Rossi



|By:      |                             
|-------- | ----------------------------
|Name:    |                             
|Title:   |                             
|Address: |                             
|         | 717 Fifth Avenue, Suite 1100
|         | New York, NY 10022          
|         | Facsimile: (212) 826 6798   



The Sama Partnership

By Alicia Sama Rodriguez
General Partner



|By:      |                             
|-------- | ----------------------------
|Name:    |                             
|Title:   |                             
|Address: |                             
|         | 2100 Gulf Boulevard, #1201  
|         | South Padre Island, TX 78597
|         | Facsimile: (303) 417 7142