<PAGE>

                                                                    EXHIBIT 10.7

                                    SERVICES

                                  DISTRIBUTION
                                    AGREEMENT

                                     Between



                                 MANAGEDSTORAGE
                                  INTERNATIONAL

                                       And



                                ACCESSCOLO, INC.
                           AGREEMENT NUMBER MSI001122



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Agreement
Number:   MSI001122


                                TABLE OF CONTENTS
                                -----------------

 1.   DEFINITIONS.............................................................3

 2.   APPOINTMENT.............................................................4

 3.   TERM....................................................................4

 4.   CHARGES.................................................................4

 5.   DISTRIBUTOR OBLIGATIONS AND REPRESENTATIONS.............................5

 6.   MANAGEDSTORAGE OBLIGATIONS..............................................8

 7.   MUTUAL OBLIGATIONS......................................................9

 8.   INDEMNIFICATION BY DISTRIBUTOR.........................................11

 9.   INDEMNIFICATION BY MANAGEDSTORAGE......................................11

10.   DISCLAIMER OF WARRANTY ON SERVICE......................................12

11.   LIMITATION OF REMEDIES.................................................12

12.   TRADEMARKS.............................................................13

13.   COVENANT AGAINST COMPETITION AND DISCLOSURE............................15

14.   TERMINATION............................................................15

15.   PROPRIETARY RIGHTS.....................................................17

16.   GENERAL................................................................17



ManagedStorage International - Services Distribution Agreement     Page 2 of 21
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Agreement
Number:   MSI001122


This Services Distribution Agreement (This "Agreement") is made between
MANAGEDSTORAGE INTERNATIONAL INC. 10075 Westmoor Drive, Broomfield Colorado
80021-2569 (hereinafter called "ManagedStorage" or "MSI") and AccessColo, Inc.
55 Madison Avenue, Morristown NJ 07966 (hereinafter called "Distributor" or
"Access").

Whereas, ManagedStorage has developed a combination of hardware and software
products into services more fully described in Schedules A2 and A3, and;

Whereas, ManagedStorage desires to grant and Distributor desires to obtain
certain rights to market and resell said Service under its Access Storage on
Demand(TM) Brand in accordance with the terms and conditions of This Agreement
and;

Now therefore, in consideration of the above premises and mutual promises set
forth below, and intending to be legally bound, the parties agree as follows:

1. DEFINITIONS

Defined terms in This Agreement may be used in the singular or the plural, as
the context requires. As used in This Agreement, the following terms shall have
the meanings set forth below:

      "Agent" means any sales representative utilized by Distributor.

      "Billing Period" means the period selected by each Subscriber in the
      Subscription Agreement as to which the Subscriber will be billed for in
      advance and for which the Subscriber is then entitled to the use of the
      Service.

      "Client Software" means the software provided by ManagedStorage and
      licensed to each Subscriber solely for the purpose of accessing the said
      Services.

      "Distributor Direct Subscribers" means those Subscribers who contract
      directly with Distributor for the use of Services and other Distributor
      services.

      "Distributor Indirect Subscribers" means those Subscribers who contract
      with a reseller of Distributor for use of Services and other Distributor's
      services.

      "Distributor Subscribers" means either Distributor Direct Subscribers or
      Distributor Indirect Subscribers.

      "Effective Date" means the date of last signature by authorized
      representatives of each of the parties on the signature page of This
      Agreement.

      "Level 1 Support" means providing assistance to ManagedStorage in
      installing the Subscriber's software, taking first calls from Subscribers,
      answering routine Subscriber configuration and operational questions on
      the service, attempting to diagnose the source of Subscriber's difficulty,
      applying known fixes, ensuring that Subscriber has correctly installed the
      client software, where applicable, ensuring that the source of the
      difficulty does not reside in Distributor's services to Subscriber that
      facilitate access to the Service, and if none of the above resolves the
      problem, logging and dispatching the suspected software or hardware
      problem to ManagedStorage.

      "Services" or "Service" means the supply of remote data management
      services, including the registration systems, to Subscribers based on
      ManagedStorage and Distributor's hardware and software delivered through
      ManagedStorage as more fully described in Schedules A2 and A3 as well as
      Schedules B2 and B3.

      "Subscriber" means customers of ManagedStorage or Distributor, including
      without limitation, individuals, partnerships, corporations, government
      agencies, and other commercial and noncommercial enterprises who use
      Services for internal business purposes.

      "Subscription Agreement" means the agreement whereby Distributor
      Subscribers agree to become contractually bound to Distributor to pay for
      and obtain the right to use, the Service, substantially in the form of
      Schedule D to This Agreement.

      "Symbols" means the name or any abbreviation thereof, its acronym,
      logotype or other trademarks, service marks or trade names of either
      ManagedStorage International or Distributor.



ManagedStorage International - Services Distribution Agreement     Page 3 of 21
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Agreement
Number:   MSI001122


      "This Agreement" means this Services Distribution Agreement and the
      schedules and exhibits attached hereto.

2. APPOINTMENT

Subject to the terms and conditions set forth in This Agreement, ManagedStorage
appoints Distributor as a non-exclusive reseller of the Services under
Distributor's trade names and trademarks and Distributor accepts the
appointment.

Distributor shall be entitled to resell the Service to Distributor Subscribers
either directly, or through the use of Agents who solicit orders on behalf of
Distributor, or through the use of resellers who will resell the Service to
Distributor Subscribers provided that such Agents meet ManagedStorage's
standards of understanding of the Services and provided further that such Agents
do not have any conflicts of interest through representation of other services.
Any Agent shall be treated as the agent of Distributor and subject to the
relevant obligations of This Agreement Distributor shall be liable to
ManagedStorage for any actions of such Agents in the same manner as if
Distributor performed such actions. Distributor also agrees to obligate any
reseller to adhere to provisions substantially similar to the provisions herein
contained.

In connection with the resale of the Service, Distributor is hereby granted the
limited, nonexclusive license to distribute the Client Software needed to access
the Service to potential Subscribers, but only pursuant to a license agreement
substantially in the form of Schedule E hereto, which license agreement must
either be signed by the potential Subscriber, acknowledged by means of an
on-line "click" prior to download, when delivered electronically, or through an
enforceable "shrink-wrap" format.

3. TERM
          a. Effective Date

      This Agreement shall take effect on the Effective Date and continue for a
      period of three (3) years, except as it relates to the purchase of
      equipment (the "Purchased Equipment") which may extend beyond such three
      (3) years to the term set forth for such purchase on the Schedules hereto.
      Unless This Agreement has been terminated earlier pursuant to Section 14,
      This Agreement will be automatically extended for additional one (1) year
      periods unless either party elects to terminate any extension period by
      providing the other party with ninety (90) days written notice prior to
      the commencement of any extension period.


4. CHARGES

          a.  Applicable Charges

      Distributor will pay the Purchased Equipment payments as specified in
      Schedule C-2 in accordance with the schedule set for the therein.
      Distributor shall pay ManagedStorage the Variable Monthly Fee as set forth
      in Schedule C within thirty-five (35) days from the date of invoice by
      ManagedStorage. ManagedStorage will provide, monthly, a master invoice
      which will include a list of all Subscriber accounts for the previous
      month.

          b.  Charges

      Charges for services supplied to Distributor by ManagedStorage, and
      related to the Service but not covered by This Agreement shall be
      performed at ManagedStorage's then-current time-and-materials rate. If
      Distributor hereunder does not make any payment due within thirty (30)
      days after the invoice date, late charges of one and one-half percent
      (1 1/2%) per month may, at ManagedStorage's option, be due and payable
      with respect to such payment.




ManagedStorage International - Services Distribution Agreement     Page 4 of 21
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Agreement
Number:   MSI001122


          c.  Taxes

      All prices referred to hereunder are exclusive of any taxes, duties or
      governmentally imposed levies (including but not limited to value added,
      property, sales, transfer, use, privilege, excise or similar taxes or
      import duties or fees) imposed or levied by the U.S.A., any other
      applicable jurisdiction, the shipping point jurisdiction or any other
      federal, state, provincial or local governmental or regulatory authority
      or entity (or other amounts levied in lieu thereof) based upon or measured
      by charges set forth in This Agreement, including sales of Service its use
      the licensed Client Software, or other services provided. Distributor
      shall be responsible for and shall promptly pay any such taxes, duties or
      levies (or reimburse ManagedStorage therefor, and ManagedStorage may
      adjust remittances otherwise due to Distributor to reflect such sums),
      except taxes based upon the net income of ManagedStorage.

          d.  Travel and Lodging Expenses

      It will be the responsibility of the Distributor to pay all travel and
      lodging expenses for their own employees while attending ManagedStorage
      courses. It will also be the responsibility of Distributor to pay all
      lodging and travel expenses for ManagedStorage employees when providing
      courses at the Distributor's designated location.

          e.  Billing Responsibility

      Distributor will assume the responsibility for billing Distributor
      Subscribers and collecting the amounts due.

          f.  Assumption of Billing

      To ensure the full and complete payment of all amounts owed to
      ManagedStorage under This Agreement, ManagedStorage shall be permitted to
      withhold revenues and remittances otherwise due to Distributor to the
      limit of the amounts under dispute, until all debits and credits are
      cleared.


5. DISTRIBUTOR OBLIGATIONS AND REPRESENTATIONS

          a.  Orders for Services

      All orders for the Service will be submitted by Distributor or Distributor
      Subscribers to ManagedStorage electronically by means of the processes
      identified in Schedules B2 and B3 utilized during the Client Software
      registration. Fulfillment by ManagedStorage of any order shall be
      dependent upon the grant of appropriate licenses and permits and the
      compliance with any applicable export, import and other laws as may be
      applicable.

          b.  Promotion of Service

                   i.      Distributor Facilities and Personnel

          Distributor agrees to provide and maintain, without any expense to
          ManagedStorage, a suitable place of business with adequate and
          efficient sales and service personnel and facilities. Distributor
          further agrees to provide all ordinary service to Distributor
          Subscribers, as the nature of the business makes necessary or
          desirable in connection with the sale or distribution of the Services.


ManagedStorage International - Services Distribution Agreement     Page 5 of 21
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Agreement
Number:   MSI001122


                   ii.      Sales Activity and Advertising

                   Distributor agrees to actively and diligently canvass and
                   solicit the trade in connection with the Services, and in
                   general to make commercially reasonable efforts to sell the
                   Services. Distributor's promotion efforts shall include:

                      a)    Disseminating information, created for the
                            Subscriber provided by ManagedStorage to the
                            Distributor field personnel which information may
                            include any Subscriber service bulletin, and
                            Subscriber field application notes;

                      b)    The participation in a minimum of one seminar or
                            trade show per year. With ManagedStorage's prior
                            approval, the reasonable costs directly arising from
                            conducting or attending seminars and trade shows may
                            be deducted from the advertising and promotional
                            allowance set forth in Section 6.h of This
                            Agreement.

                     c)     Advertising relating to the Service shall follow the
                            general statements made in the advertising prepared
                            and distributed by ManagedStorage. Distributor shall
                            not make claims in its advertising which exceed or
                            contradict claims made by ManagedStorage in its
                            prepared or printed material referring to the
                            Service. Distributor shall have the option but not
                            the obligation to display secondary reference to
                            ManagedStorage's name indicating the actual
                            commercial origin of the Service advertised,
                            provided that Distributor comply with the Trademark
                            Useage Guidelines attached to This Agreement as
                            Schedule G. All such sales activity and advertising
                            by Distributor shall be the responsibility of
                            Distributor without any expense to ManagedStorage,
                            except as set forth in Section 6.h herein.
                            Distributor acknowledges that ManagedStorage, at its
                            own expense, shall have the right to continue
                            promotion and advertising activities to Subscribers
                            in order to encourage sales of the Service.

          c.  Staff Competence

      Distributor shall provide a staff conversant with the technical language
      conventional to the Services and similar computer products in general, and
      develop sufficient knowledge of the industry, the Services, and
      competitive products, including specifications, features and benefits, so
      as to be able to explain in detail to Subscribers and prospective
      Subscribers the difference between the Services and competitive products
      or services.

          d.  Pass-Through of Terms and Conditions

      Distributor must secure its Subscribers' acceptance of the terms and
      conditions attached hereto as Schedule D, by means of either a "click-on"
      box in an online Subscription Agreement or a signed document reviewed and
      accepted by each Subscriber during registration to the Service.

          e.  Distributor Subscriber Training

      When requested by Subscriber the Distributor shall conduct training for
      Distributor Subscribers based on ManagedStorage's training materials or
      materials approved by ManagedStorage only.

          f.  Distributor Subscriber Support

      Distributor shall provide "Level 1 Support" (as described in the
      Definitions section of the Services Distribution Agreement) to its
      Subscribers. ManagedStorage will review escalated problems on a monthly
      basis. Of the calls that were escalated, if 10% or more were resolved by
      applying known fixes, ensuring that such Subscriber had correctly
      installed the client software, where applicable, or ensuring that the
      source of the difficulty did not reside in Distributor's services to
      Subscriber that facilitate access to the Service, then ManagedStorage will
      increase Distributor's Variable Monthly Fees for the Services as otherwise
      determined according to Schedule C by ten percent (10%) for that month.



ManagedStorage International - Services Distribution Agreement      Page 6 of 21
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Agreement
Number:   MSI001122


       Distributor must provide all of the following at a minimum

          1.  a dedicated telephone number at which a subscriber can receive
              support

          2.  an email address at which a subscriber can request support

          3.  an Internet web site at which it deploys offer information and
              documentation, which information and documentation ManagedStorage
              shall supply.

          g.  Subscriber Authentication

       Authentication of the Subscriber will be the sole responsibility of
       Distributor. ManagedStorage will not assume any responsibility for
       legitimacy of the Subscriber, Subscriber's password discipline or any
       related billing issues.

          h.  Capacity Requirements

       Distributor will communicate to ManagedStorage any information, which
       could affect Subscriber access or load, including but not limited to:

              i.     Distributor's communications infrastructure (dial-in
                     numbers, pop servers, and the like), and;

              ii.    Any special promotions offered by Distributor, and;

              iii.   Distributor system change (network, server, etc.), and;

              iv.    Distributor support structure (contact numbers, escalation
                     process, etc.), or;

              V.     Any customer contracts that will result in a material
                     increase in the demand for Services. Once such information
                     has been communicated to ManagedStorage, ManagedStorage
                     will have thirty (30) days in which to make the necessary
                     adjustments to its infrastructure, broadly defined, in
                     order to satisfy the demand, pursuant to the service level
                     agreements described in Schedules B2 and B3.

          i. Use of Service

       Distributor Subscribers shall not use the Service for storage, possession
       or transmission of any information, the possession, creation or
       transmission of which violates any state, local or federal law, including
       without limitation, stolen materials, obscene materials or child
       pornography.

      SUBSCRIBER'S STORAGE SPACE AND DATA FILES THEREOF MAINTAINED BY
      MANAGEDSTORAGE ARE SUBJECT TO EXAMINATION BY LAW ENFORCEMENT OFFICIALS OR
      OTHERS WITHOUT DISTRIBUTOR'S OR ITS SUBSCRIBER'S CONSENT UPON PRESENTATION
      TO MANAGEDSTORAGE OF A SEARCH WARRANT OR SUBPOENA, PROVIDED SUCH
      EXAMINATION COMPLIES WITH THE ELECTRONIC COMMUNICATIONS PRIVACY ACT, 18
      U.S.C. ss.2701 et.seq.

          j.  Access to Service

      Distributor is responsible for ensuring that Distributor Subscribers have
      adequate communication services necessary to access the Service whether
      through Distributor facilities or otherwise.

          k.  Termination by Distributor Subscribers

      Distributor must permit Distributor Subscribers to terminate the Service.
      Upon notice from the Distributor, ManagedStorage will suspend such
      Distributor Subscriber's account access at the end of the then current
      Billing Period. Failure to provide such notice to ManagedStorage at least
      seven (7) business days prior to the end of a Billing Period will result
      in liability for another full Billing Period. After suspension of access,
      ManagedStorage will retain the data as set forth in Section 6.e.



ManagedStorage International - Services Distribution Agreement      Page 7 of 21
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Agreement
Number:   MSI001122


          1.  Internet Accessible Web Page

       Distributor will maintain an Internet accessible web page containing the
following minimum information:

                   i. ManagedStorage-approved high level description of the
Service.

          m. Use of Name

      ManagedStorage may make reasonable use of Distributor's name and
      Distributor Subscribers' names in lists of customers distributed for
      reference purposes with prior written consent from Distributor, which
      consent will not be unreasonably withheld.


6. MANAGEDSTORAGE OBLIGATIONS

          a.  Supply of Service

      ManagedStorage shall supply the Service to Distributor's Subscribers
      through Distributor, subject to the terms of This Agreement.
      ManagedStorage's obligation to sell to Distributor, supply and deliver
      Service is, at all times, subject to the most recent usage capacity
      requirements forecasted by Distributor and accepted by ManagedStorage.

          b.  No Responsibility for Data

      No bailment or similar obligation is created between Subscriber (and/or a
      Subscriber's designated users) or Distributor and ManagedStorage with
      respect to any Subscriber's stored data. Subscriber will be responsible
      for assigning passwords, where applicable, to restrict access to the
      Subscriber's data. Subscriber is solely responsible for maintaining the
      confidentiality of such passwords, including restricting the use of the
      password by Subscriber's designated users. Each Subscriber shall be
      responsible for all use of the Service accessed through the use of
      Subscriber's password.

      MANAGEDSTORAGE SHALL HAVE NO RESPONSIBILITY OR OBLIGATION TO DISTRIBUTOR,
      SUBSCRIBERS, OR OTHER USERS OF THE SERVICE TO MONITOR, SUPERVISE OR
      OVERSEE THE CONTENTS OF FILES STORED ON THE SERVICE.

          c.  Right to Perform System Backups

      ManagedStorage may make copies of all files stored as part of the servers
      utilized in connection with some of the Services. ManagedStorage is not
      obligated to archive such copies and will utilize them only for backup
      purposes. They will not be accessible to Subscriber or Distributor.

          d.  Training, Support and Sales

                   i.       Technical Support Training

          ManagedStorage agrees to provide Distributor with a reasonable amount
          of technical support training as set forth in the Standard Operating
          Procedures contained in Schedules B2 and B3.

                   ii.      Training Materials

          ManagedStorage shall make its training materials available to
          Distributor as set forth in the Standard Operating Procedures
          contained in Schedules B2 and B3.

                   iii.     Support Services

          ManagedStorage shall provide reasonable "Level 2" and "Level 3"
          telephone support services to Distributor for Services as set forth
          in the Standard Operating Procedures contained in Schedules B2 and
          B3. The support phone number will be available twenty-four (24)
          hours each day including weekends and holidays. ManagedStorage will
          respond to Distributor in accordance with the Standard Operating
          Procedures defined in Schedules B2 and B3.




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Agreement
Number:   MSI001122


                 iv.         Sales

          ManagedStorage shall make available sufficient account managers or
          sales representatives in the New York/New Jersey geography whose
          duties shall be to actively and diligently canvass and solicit the
          trade in connection with the Services and in general to make
          commercially reasonable efforts to sell the Services. This
          representative or representatives will have presales support from
          ManagedStorage to enable such assistance.

          The parties agree that the Services to be marketed under This
          Agreement are part of MSI's xSP agreement with EMC. For the duration
          of the term of MSI's xSP agreement with EMC, EMC Sales
          representatives shall be compensated for storage sold by MSI or
          Distributor, in accordance with MSI's xSP agreement with EMC.

          e.  Subscriber Access to Data

      If Distributor suffers some event, including a Force Majeure event that
      takes Distributor off-line for a prolonged period, ManagedStorage will
      hold the data of Distributor's Subscribers online for a period of sixty
      (60) days and make such data available to those Subscribers when requested
      by the Subscriber. ManagedStorage will not redirect access to such
      Subscribers data through another party except at the direction of
      Distributor, and will require that Subscribers wishing to switch to
      another participating reseller of the Service download their files and
      comply with Distributor's then-existing exit procedures. In addition,
      ManagedStorage will deny access to any Subscriber's data upon request of
      Distributor; provided, however, that Distributor shall hold ManagedStorage
      harmless from, and defend ManagedStorage against, any claims, losses, cost
      or damage that results from compliance by ManagedStorage with such
      instructions.

          f.  Standard Operating Procedures

      ManagedStorage will provide Distributor with Standard Operating Procedures
      ("SOPs") covering such processes as Service branding, sales, support,
      order and delivery of the Services, reporting requirements and data
      access. The current SOPs are attached to This Agreement as Schedules B2
      and B3. in the event of a conflict between the SOP and This Agreement, the
      SOP shall control.

          g.  Marketing Collateral and Advertising Formats

      ManagedStorage will provide Distributor with Marketing Collateral and
      Advertising formats as defined in Schedules B2 and B3 as attached to This
      Agreement.

          h.  Advertising and Promotional Allowance

      In addition to advertising ManagedStorage may provide, ManagedStorage will
      provide to Distributor a promotional allowance equal to that amount
      determined using the calculation provided in Schedule F - Section a less
      any distributions due to ManagedStorage as outlined in Section 4.b of This
      Agreement. If not exhausted in the current month such allowance or any
      remaining portion thereof may be carried forward for not more than six (6)
      months). The allowance shall not exceed fifty percent (50%) of moneys
      actually expended by Distributor and shall be paid to Distributor within
      thirty (30) days from receipt of paid invoices representing allowable
      promotional expenses as defined by ManagedStorage in Schedule F -
      Section b.

      The promotional allowance is intended solely as an additional incentive
      for advertising and shall not be construed as an additional obligation to
      rebate an amount equal to the resulting value of the calculation provided
      in Schedule F - Section a without proof of actual expenditure by
      Distributor.

7. MUTUAL OBLIGATIONS

          a.  Right to use Name

      Distributor and ManagedStorage shall each be entitled during the term
      without charge to use the Symbols, name and trademarks of the other party
      in its advertising, promotions, marketing documents, sales information and
      similar materials (in physical or electronic media) for the limited
      purpose only of disclosing to the public that ManagedStorage provides the
      Services, provided that

ManagedStorage International - Services Distribution Agreement      Page 9 of 21
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Agreement
Number:   MSI001122


      each party will advise the other in advance before using any such Symbol,
      name or trademarks and give the other party an opportunity to review the
      manner in which they will be used, it being recognized that each party is
      entitled to control the manner in which its Symbol, name and trademarks
      are used.

          b.  Disclosure

      The parties each acknowledge that This Agreement may be disclosed pursuant
      to governmental regulation, requirement, or order, including regulations
      of the Securities and Exchange Commission. However, subject to Section 7.d
      below, each party shall use reasonable efforts not to disclose the terms
      and conditions of This Agreement.

          c.  Compliance with Export and Import Laws

      ManagedStorage and Distributor hereby each acknowledge that the Service,
      software and technical data referred to in This Agreement may be subject
      to the laws and regulations of the United States Department of Commerce
      Office of Export Administration ("OEA") and agree that none of such
      Service, Client Software or technical data shall be exported or
      re-exported unless properly authorized by the OEA, and further that the
      import of the Client Software into certain jurisdictions may also be
      prohibited or regulated by the governments of those countries, and that
      Distributor will not do so unless properly authorized.

          d.  Confidentiality

      Both parties agree that they shall keep confidential and not disclose in
      any manner whatsoever, including through the use thereof, and shall make
      no use of except in order to perform under This Agreement, all products,
      pricing and technical information and materials, customer names and
      information of any nature and in any form supplied by either party
      pursuant to This Agreement, as well as any and all trade secrets and other
      proprietary information furnished to them by the other party which is
      marked as "top security," "protected," "restricted," "secret,"
      "confidential," or "trade secret" or similar words, or, if disclosed
      orally is identified as confidential at the time of disclosure
      (collectively, the "Proprietary Information").

      Both parties will cause each of their respective employees, agents,
      contractors or consultants, whom such party knows or should know to have
      access to any such Proprietary Information to execute such agreements as
      shall be necessary to assure that such individuals maintain the
      confidentiality of the Proprietary Information and not to use the
      Proprietary Information except in accordance with This Agreement.

      It is further agreed that the restrictions of this section shall not apply
      to any Proprietary Information which:

                   i.       Was publicly available at the date of receipt;

                   ii.      Was in the receiving party's possession before the
                            date of receipt from the disclosing party;

                   iii.     Has become publicly available after the date of
                            receipt from the disclosing party, without
                            disclosure through any means by the receiving party;

                   iv.      Has become legally available to the receiving party
                            from any third party without restriction on
                            disclosure or use, or;

                   v.       Is disclosed pursuant to the operation of a statute,
                            governmental regulation, order or decree of a court
                            or other governmental body provided the disclosing
                            party is given notice and an opportunity to seek a
                            protective order.

          e.  Operational Review

      The parties agree to meet at least every three months, or more often as
      the parties desire, to review the operation and delivery of the Services
      and Distributor's business. The parties will reasonably



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Agreement
Number:   MSI001122


      agree on improvements to the Services and the timetable in which to make
      the improvements required to promote the Services.

          f.  Employee Solicitation

      During the period from the Effective Date of the Agreement and for one
      year after termination, neither party will solicit for hire, directly or
      indirectly, one another's employees without the express written consent of
      the other party.

8. INDEMNIFICATION BY DISTRIBUTOR

Distributor hereby agrees to defend and indemnify ManagedStorage its employees,
agents and successors from any claim arising from or related to the use of, or
attempt to use, the Service by Distributor's Subscribers including the billing
and collection services on behalf of Distributor, to the extent that such claim
is based upon any representation, warranty or contractual commitment made by
Distributor that exceeds the terms set forth in the Subscription Agreement
attached hereto as Schedule D and the License Agreement attached hereto as
Schedule E.

The foregoing applies regardless of whether ManagedStorage voluntarily or
involuntarily becomes a party to such a claim.

Distributor further agrees to submit to personal jurisdiction in any forum in
which ManagedStorage is sued on any claim subject to indemnification.

The foregoing obligations are conditioned on the following:

                   i.       Prompt written notice by ManagedStorage to
                            Distributor of any claim or proceeding subject to
                            indemnity,

                   ii.      Distributor's control of the defense and/or
                            settlement of such claim by Distributor, all at the
                            expense of Distributor, and;

                   iii.     Cooperation by ManagedStorage in said defense at
                            Distributor's expense.


9. INDEMNIFICATION BY MANAGEDSTORAGE

ManagedStorage shall, at its option and expense, either defend or settle any
action brought against Distributor its employees, agents and successors alleging
that any Services furnished by ManagedStorage under This Agreement infringes a
U.S. patent or copyright. ManagedStorage will pay any costs and damages finally
awarded against Distributor that are attributable to such claim, provided that
Distributor (a) notifies ManagedStorage upon discovery of such claim or action,
in writing of the action; (b) provides ManagedStorage all reasonable information
and assistance to settle or defend the action, and; (c) grants ManagedStorage
sole authority and control of the defense or settlement of the action.

 a)   In lieu of the provisions of this Section 9 if an infringement claim is
      made, or in ManagedStorage's opinion is likely to be made ManagedStorage
      may at its option and expense either (a) replace or modify the infringing
      software or other protected intellectual property, so that it becomes
      non-infringing or (b) procure for Distributor and Subscribers the right to
      continue using the infringing intellectual property. If neither of the
      foregoing alternatives is reasonably available or financially practicable,
      ManagedStorage will accept the return of the infringing intellectual
      property and refund to Distributor the fees paid by Distributor for the
      Service for the three month period preceding the event forming the basis
      of the claim.

[b)]  ManagedStorage shall have no liability if the alleged infringement is
      based upon (a) the combination of the Client Software with any product not
      furnished by ManagedStorage to Distributor (b) the modification of Client
      Software other than by ManagedStorage, (c) the use of the Client Software
      or Service as part of any infringing process (d) the use of other than a
      current unaltered release of Client Software, or (e) any software designed
      or produced by Distributor or Subscribers; unless any



ManagedStorage International - Services Distribution Agreement     Page 11 of 21
<PAGE>
Agreement
Number:   MSI001122


      such alleged infringement would lie independent of any such modification,
      combination, process or alteration.

10. DISCLAIMER OF WARRANTY ON SERVICE

a)     The Service is distributed on an "as is" basis without warranty of any
       kind, either express or implied. ManagedStorage warrants only that it has
       the right to offer the Service and the Client Software.

b)     DISTRIBUTOR EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT DISTRIBUTOR'S
       AND ITS SUBSCRIBER'S SOLE RISK. NEITHER MANAGEDSTORAGE NOR ANY OF ITS
       LICENSORS, EMPLOYEES NOR AGENTS WARRANT THAT THE SERVICE WILL BE
       UNINTERRUPTED OR ERROR FREE; NOR DOES MANAGEDSTORAGE NOR ANY OF ITS
       LICENSORS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE
       OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS MADE AVAILABLE ON AN "AS
       IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
       INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF
       MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE,
       OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF
       EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS
       AGREEMENT.

c)     THE FOREGOING WARRANTIES ON THE SERVICE ARE IN LIEU OF ALL OTHER
       WARRANTIES, EXPRESS OR IMPLIED, AND MANAGEDSTORAGE SPECIFICALLY DISCLAIMS
       ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
       A PARTICULAR PURPOSE.

       Distributor will indemnify ManagedStorage for and hold ManagedStorage
       harmless from any warranties or representations made by Distributor to
       the Distributor Subscribers that exceed the above warranties.

d)     Nothing herein shall derogate from the standards set out in Schedules B2
       and B3 or limit ManagedStorage's obligations thereunder,


11. LIMITATION OF REMEDIES

a)     Subject to the provisions of Schedules B2 and B3 and any other particular
       remedies expressly provided for herein, ManagedStorage's entire liability
       and Distributor's exclusive remedy shall be as follows:

              i.     ManagedStorage's entire liability and Distributor's
                     exclusive remedy for damages to Distributor for any cause
                     whatsoever, and regardless of the form of action, whether
                     in contract or tort, including negligence or any other
                     theory of liability, shall be limited to the greater of (i)
                     $25,000, (ii) the amounts paid by Distributor for the
                     Service for the three month period preceding the event
                     forming the basis of the claim, or (iii) the amounts paid
                     to Distributor by a Subscriber during the twelve month
                     period preceding the event forming the basis of a claim
                     being made by that Subscriber which is the underlying basis
                     of the claim between Distributor and ManagedStorage.

              ii.    IN NO EVENT WILL MANAGEDSTORAGE OR ANYONE ELSE INVOLVED IN
                     CREATING, DELIVERING OR MAINTAINING THE SERVICE BE LIABLE
                     FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR
                     EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, USE,
                     REVENUES OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF
                     MANAGEDSTORAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
                     DAMAGES, ARISING OUT OF USE OF THE SERVICE OR INABILITY TO
                     USE THE SERVICE, OR ARISING FROM PERFORMANCE OR
                     NON-PERFORMANCE OF THE CLIENT SOFTWARE, OR OUT OF ANY
                     BREACH OF ANY WARRANTY, OR CAUSED BY DISTRIBUTOR'S FAILURE
                     TO PERFORM DISTRIBUTOR'S OBLIGATIONS


ManagedStorage International - Services Distribution Agreement     Page 12 of 21

<PAGE>

Agreement
Number:   MSI001122


                     HEREUNDER, OR FOR ANY CLAIM AGAINST DISTRIBUTOR BY ANY
                     OTHER PARTY, NOR SHALL MANAGEDSTORAGE BE LIABLE FOR ANY
                     DAMAGES THAT ARE INCURRED AS A RESULT OF DATA WHICH IS LOST
                     OR DESTROYED DURING THE OPERATION OR USE OF SERVICE OR THE
                     CLIENT SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM IS MADE
                     BASED UPON A CONTRACT OR TORT THEORY OF LIABILITY.

              iii.   Distributor's entire liability and ManagedStorage's
                     exclusive remedy for damages to ManagedStorage for any
                     cause whatsoever, and regardless of the form of action,
                     whether in contract or tort, including negligence, or any
                     other theory of liability, shall be limited to the greater
                     of (i) $25,000, (ii) the amounts paid by Distributor for
                     the Service for the three month period preceding the event
                     forming the basis of the claim, plus any amounts due and
                     payable for use of the Service by Subscribers, or (iii) the
                     amounts paid to Distributor by a Subscriber during the
                     twelve month period preceding the event forming the basis
                     of a claim being made by that Subscriber which is the
                     underlying basis of the claim between Distributor and
                     ManagedStorage, plus any amounts due and payable for use of
                     the Service by Subscribers.

              iv.    IN NO EVENT WILL DISTRIBUTOR BE LIABLE FOR ANY INDIRECT,
                     INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR
                     ANY LOST PROFITS, SAVINGS, USE, REVENUES OR OTHER
                     CONSEQUENTIAL DAMAGES, EVEN IF DiSTRIBUTOR HAS BEEN ADVISED
                     OF THE POSSIBILITY OF SUCH DAMAGES.

b)     The limitations set forth in Section 11.a will not apply to claims by
       third parties for personal injury or damage to real or tangible personal
       property arising out of the negligence of ManagedStorage or Distributor,
       nor to the cost of providing the remedies set forth in either Section 8
       or Section 9 or Section 10 or Section 11.

c)     Neither ManagedStorage nor Distributor shall be liable for any failure or
       delay in performance hereunder, which is due, in whole or in part, to any
       cause beyond its control.

d)     In no event shall ManagedStorage have any liability to Distributor for
       the lawful exercise of ManagedStorage's rights of termination under
       Section 13, or for failure by ManagedStorage to renew This Agreement at
       the end of any term.

12. TRADEMARKS

          a.  In General

      The Service must be sold under trademarks owned by Distributor. In the
      event that Distributor includes references to those trademarks owned,
      licensed or claimed by ManagedStorage as specified by ManagedStorage from
      time to time, Distributor shall use the trademarks in accordance with the
      Trademark Usage Guidelines attached to this Agreement as Schedule G,
      including appropriate trademark notices. Except as specifically set forth
      in Section 12b below in respect of ManagedStorage's logotype, neither
      Distributor nor ManagedStorage shall use the other's Symbols without the
      owner's prior written approval nor shall either party use or be authorized
      to use the other party's Symbols except in connection with and directly in
      furtherance of marketing the Service unless prior written consent has been
      obtained from the owner of such Symbols. Both parties agree not to obtain
      or attempt to obtain, and to cause their Distributors and Subscribers not
      to obtain or attempt to obtain, by registration or other method whether or
      not sanctioned by law, any rights, title or interest in or to any of the
      trademarks or the trade names of ManagedStorage or Distributor or any
      other trademarks or tradenames which may be confusingly similar thereto,
      except with the written consent and authorization of ManagedStorage and
      Distributor. All rights, title and interest in and to said Symbols,
      trademarks and trade names owned by either party shall inure to the
      benefit of the party owning same. By using any Symbols, trademarks or
      trade names owned by the other, the using party does not acquire any
      proprietary right to such trademarks or trade names.


ManagedStorage International - Services Distribution Agreement     Page 13 of 21
<PAGE>


Agreement
Number:   MSI001122


          b. Limited Right to Use Logotype

      Distributor and ManagedStorage each shall have the limited right to use
      the other's stylized logotype subject to the following conditions to which
      both parties hereby agree:

              i.     That any such use of the other party's logotype in no
                     manner implies any ongoing rights of or to such use and is
                     only granted for such term as This Agreement is in effect;

              ii.    That if This Agreement terminates for any reason, the right
                     to use the other party's logotype terminates as well;

              iii.   That such limited right to use the other party's logotype
                     shall not give the user the right to register such
                     logotype;

              iv.    That such limited use of the other party's logotype shall
                     not create any authority to act on behalf of the other
                     party in any agency or representative capacity;

              v.     To defend and indemnify the other party for any liability
                     to third parties which may result from claims of trademark,
                     trade name or service mark infringement, misrepresentation
                     of authority or apparent authority of one party to act on
                     behalf of the other party which may be caused by such
                     limited use of the other party's logotype, and to pay the
                     costs and damages finally awarded in such suit or
                     proceeding (or agreed upon in settlement thereof); provided
                     such party is promptly informed and furnished a copy of
                     each communication notice or action relating to such claim
                     and is given authority, information and assistance (at the
                     indemnifying party's expense) necessary to defend or settle
                     such suit or proceeding;

              vi.    To use the other party's logotype only as determined and
                     approved in advance of such use by the owner of such
                     logotype. Both parties shall provide a sample of their
                     requirements to the other for the purpose of producing
                     proofs prior to use by the party contemplating any use
                     permitted herein. Such party shall then submit such proofs
                     to the other party for approval;

              vii.   That Distributor shall not use, in any manner, the letters
                     "MSI" or "MSII" at any time to represent ManagedStorage nor
                     the word "MANAGEDSTORAGE" in any stylized form other than
                     ManagedStorage's known logotype, nor shall ManagedStorage
                     use, in any manner, the word(s) representing Distributor or
                     any other applicable trademarks as sent to ManagedStorage
                     by Distributor from time to time referencing Distributor in
                     any stylized form other than Distributors known logotype;

              viii.  Both parties will comply at all times with the rules and
                     regulations furnished to the other party with respect to
                     the use of such party's trademarks, trade names and
                     service marks, and will express and identify properly
                     the authorized reseller relationship with ManagedStorage
                     for distribution of the Services, and;

              ix.    Neither party will publish or cause to be published by any
                     statement, or encourage or approve any advertising or
                     practice, which might mislead or deceive any parties or
                     might be detrimental to the marks, name, goodwill or
                     reputation of the other party or the Services. Such party
                     will upon request withdraw any statement and discontinue
                     any advertising or practice deemed by the other party to
                     have such effect.




ManagedStorage International - Services Distribution Agreement     Page 14 of 21
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Agreement
Number:   MSI001122



13. COVENANT AGAINST COMPETITION.

To accord to Access the full value of its purchase, MSI shall not, directly or
indirectly, during the Term of this Agreement, provide, offer or market, Managed
Storage Services to (1) those persons or entities with whom Distributor has an
existing customer relationship, or (2) tenants in the same building in which
Distributor is located at 111 Pavonia Avenue, Jersey City, New Jersey, or at 882
Third Avenue, Brooklyn, New York provided, however, this restriction shall not
apply to those persons or entities with whom ManagedStorage has an existing
customer relationship or installation or to resellers of ManagedStorage Services
that may move into the same building in which Distributor is located at 111
Pavonia Avenue, Jersey City, New Jersey or at 882 Third Avenue, Brooklyn, New
York. ManagedStorage shall make commercially reasonable efforts to ensure that
no other ManagedStorage sales representative(s), other than the ones assigned to
Distributor, will call on Distributor's customers or targeted potential
customers. In addition, ManagedStorage will not share any target account,
pipeline, sales forecasts or sales processes from Distributor to other
ManagedStorage distributors and shall institute other appropriate procedures
necessary for commercially reasonable efforts to ensure separation of the sales
process. In the event that a ManagedStorage sales representative should take
Distributor's customer or targeted potential customer to another ManagedStorage
distributor, that sales representative will not be paid commission on services
purchased by the customer.

14. TERMINATION

          a.  Termination by Mutual Consent

      This Agreement shall be subject to termination prior to the expiration of
      the term by mutual consent of the parties, evidenced by a written
      agreement providing for termination.

          b.  Termination by Bankruptcy

      This Agreement may be immediately terminated by either party if the other
      party files a voluntary petition in bankruptcy or under any similar
      insolvency law, makes an assignment for the benefit of its creditors, or
      if any involuntary petition in bankruptcy or under any similar insolvency
      law is filed against such other party, or if a receiver is appointed for,
      or a levy or attachment is made against all or substantially all of its
      assets, and such involuntary petition is not dismissed or such receiver or
      levy or attachment is not discharged within sixty (60) days after the
      filing, appointment or making thereof. To the extent that applicable
      bankruptcy law does not permit the exercise of ManagedStorage's rights
      under the immediately preceding sentence:

              i.     Distributor hereby consents to the termination of
                     Distributor's right to grant further sublicenses of
                     Licensed Program, and

              ii.    Distributor agrees that adequate assurance of performance
                     by Distributor of the balance of This Agreement as a
                     "Debtor-in-possession" or any similar entity under
                     successor bankruptcy laws will include assurances both of
                     such entity's ability to adequately promote
                     ManagedStorage's Service and such entity's willingness and
                     ability to protect ManagedStorage's proprietary rights.

      As a personal contract, exercise of Distributor's rights by a trustee or
      assignment of Distributor's rights hereunder would not be appropriate and
      that understanding is an essential part of ManagedStorage's willingness to
      enter into This Agreement.

          c.  Option to Terminate with Cause

      Either party to This Agreement shall be entitled, at its sole option, to
      terminate This Agreement by notice in writing if the other party (the
      "Breaching Party") commits any material breach of its obligations under
      This Agreement which is not remedied within thirty (30) days after written
      notice has been given to the Breaching Party. Material breaches shall
      include, but not be limited to:


ManagedStorage International - Services Distribution Agreement     Page 15 of 21
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Agreement
Number:   MSI001122


              i.     failure by ManagedStorage to provide the Services to
                     Distributor or any Subscribers pursuant to Schedules B2 and
                     B3,

              ii.    failure by Distributor to pay fees for Services when due;

              iii.   any breach by the other party of the confidentiality
                     provisions in This Agreement, or;

              iv.    any failure by Distributor to comply with Section 7.c
                     (Compliance with Export and Import Laws).

              v.     In the event of any termination of this Agreement pursuant
                     to this Section 14 c, the Breaching Party shall be liable
                     for all amounts due to be paid by the Breaching Party to
                     the other party hereunder to that date upon which the
                     Agreement terminates, together with all interest owed
                     thereon.

          d. Merger or Sale

      In the event that (a) either Distributor or ManagedStorage, including
      their successors or permitted assigns, is merged or consolidated in
      accordance with applicable statutory provisions for the merger or
      consolidation, or (b) a corporation partnership or other business entity
      acquires all or substantially all of the property and assets of
      Distributor or ManagedStorage, its successors or permitted assigns, then
      the Agreement is terminable without penalty by the party that is subject
      to the event described in clause (a) or (b) upon six months prior written
      notice.

      Provided, however, in the event Distributor exercises its termination
      right pursuant to this section, such termination shall not affect
      Distributor's obligation to purchase the equipment as set forth in
      Schedules C, C1 and C2 attached hereto.

          e. Effect of Termination and Survival of Terms

                   i.  Surviving Obligations

          The following obligations shall survive any rescission, expiration,
          termination or cancellation of This Agreement: Section 6.e (Subscriber
          Access to Data), Section 7 (Mutual Obligations), Section 8
          (Indemnification by Distributor), Section 9 (Indemnification by
          ManagedStorage), Section 10 (Disclaimer of Warranty), Section 11
          (Limitation of Remedies), Section 12 (Trademarks), Section 16
          (General), and all payment obligations.

                   ii. Limitation of Rights

          The rights upon lawful termination contained in this section are
          absolute except as to remedies otherwise specifically provided for
          in This Agreement. However, in any event, neither party shall be
          liable to the other for any loss, damages or indemnity including,
          without limitation, lost profits, goodwill, advertising or
          promotional costs, termination of employees, salaries of employees
          or severance payments, creation of customer base, or future
          expectations, by reason of the exercise of any rights of
          termination, and all such rights to any such loss, damages or
          indemnity are hereby expressly waived.

          f.  Post Termination Archive Responsibilities

      In the event ManagedStorage terminates This Agreement, all customer data
      will be archived electronically and made available to Distributor and/or
      any Distributor Subscribers of Services for a period of sixty (60) days
      and thereafter ManagedStorage may erase the data.

          g.  Return of Material upon Termination

      Both parties shall immediately return all material provided by the other
      party in furtherance of This Agreement, including material provided by
      ManagedStorage in stock or used for demonstration purposes, all
      Proprietary Information received from the other party and all sales and
      service data and collateral received from the other party. Such party
      shall certify such return or destruction.


ManagedStorage International - Services Distribution Agreement     Page 16 of 21
<PAGE>

Agreement
Number:   MSI001122


          h.  Use of Trademarks

      Upon expiration or termination of This Agreement, both parties shall cease
      to use the Symbols, name, logo and trademarks of the other party or any
      confusingly similar Symbols, name, logo or trademark and shall ensure such
      cessation of use by all persons claiming to have received the right to
      such use from either party.

          i.  No renewal

      The acceptance of any order from, or the sale or license of any services
      to Distributor, after the expiration, notice of termination, or
      termination of This Agreement shall not be construed as a renewal or
      extension thereof or as a waiver of termination. Provisions identical with
      the applicable provisions of This Agreement shall govern all such
      transactions.

15. PROPRIETARY RIGHTS

          a.  Ownership

      As a result of the execution of This Agreement, no rights to the Service
      or intellectual property, including trademarks, patents, copyrights and
      trade secrets, other than those expressly provided under This Agreement,
      are granted to the other party.

          b.  Limitation on Use of ManagedStorage Service

      Distributor shall use the Service and any documentation related to the
      Service consisting of or containing Proprietary Information related to the
      Service solely for the purpose of performing under This Agreement.

          c. Modifications

      ManagedStorage shall own all proprietary rights in any modifications to
      the ManagedStorage Service.

16. GENERAL

          a.  Headings

      Headings, which include the underlined portion following the section
      number, have been used for reference purposes only and shall have no
      operative effect with respect to the construction of the rights or
      obligations pursuant to This Agreement.

          b.  References

      Any reference to a section number shall include all subsections of such
      section, unless a certain subsection is specifically referenced.

          c.  GOverning Law

      This Agreement shall be governed by and construed in accordance with the
      laws of the State of New Jersey (USA), except its provisions with respect
      to choice or conflict of laws, and in accordance with the laws of the
      United States of America, as applicable. The venue for all legal
      proceedings involving or arising from this contract shall be the state of
      New Jersey.

          d.  Force Majeure

      Neither party shall be liable for delays (including delays in
      manufacturing, shipping or delivery, or failure to manufacture, ship or
      deliver Service or failure of a supplier to deliver), or to otherwise
      perform any obligation owing to the other party under This Agreement due
      to any cause beyond the delayed party's reasonable control including, but
      not limited to, acts of God, acts of civil or military authority, labor
      disputes, fire, riots, civil commotion, sabotage, war, embargo, blockage,
      floods, epidemics, power shortages, or when due to governmental
      restrictions.



ManagedStorage International - Services Distribution Agreement     Page 17 of 21


<PAGE>

Agreement
Number:   MSI001122


          e.  Progressive Dispute Negotiation Process

                   i.       This section will govern any dispute between the
                            parties arising from or related to the subject
                            matter of This Agreement that is not resolved by
                            agreement between the respective personnel of the
                            parties responsible for day-to-day administration
                            and performance of This Agreement.

                   ii.      Prior to the filing of any suit with respect to such
                            a dispute (other than a suit seeking injunctive
                            relief with respect to any intellectual property
                            rights) the party believing itself aggrieved (the
                            "Invoking Party") will call for progressive
                            management involvement in the dispute negotiation by
                            notice to the other party. Such a notice will be
                            without prejudice to the Invoking Party's right to
                            any other remedy permitted by This Agreement.

                   iii.     The parties will use their best efforts to arrange
                            personal meetings or telephone conferences as
                            needed, at mutually convenient times and places,
                            between negotiators for the parties at the following
                            successive management levels, each of which will
                            have a period of allotted time as specified below in
                            which to attempt to resolve the dispute:

<TABLE>
<CAPTION>
   Level            ManagedStorage                 Distributor               Allotted Time
-------------------------------------------------------------------------------------------------------
<S>           <C>                              <C>                        <C>
   First      Line of Business Director           Jeff Butkovsky
                   for the Service             Vice President, Managed    Three (3) Business Days
                                                 Storage Services
-------------------------------------------------------------------------------------------------------
  Second       Line of Business Vice              Gary Loffredo[,]
                    President                     General Counsel         Five (5) Business Days
-------------------------------------------------------------------------------------------------------
   Third        Designated Corporate                A Dale Mayo,
                     Officer                       President/CEO          Ten (10) Business Days
-------------------------------------------------------------------------------------------------------

</TABLE>

                   iv.      The allotted time for the first level negotiator
                            will begin on the effective date of the Invoking
                            Party's notice.

                   V.       If a resolution is not achieved by negotiators at
                            any given management level at the end of their
                            allotted time, then the allotted time for the
                            negotiations at the next management level, if any,
                            will begin immediately.

                   vi.      Any controversy or claim arising out of or relating
                            to This Agreement, or the breach thereof, shall be
                            settled by arbitration administered by the American
                            Arbitration Association under its Commercial
                            Arbitration Rules, and judgment on the award
                            rendered by the arbitrator(s) may be entered in any
                            court having jurisdiction thereof.

                   vii.     The prevailing party in any action based on This
                            Agreement, by way of arbitration or court action if
                            allowed hereunder, shall be entitled, as a part of
                            its award of damages, to recover its reasonable
                            attorneys' fees in such action.


      Notwithstanding the above provisions relating to progressive dispute
      negotiation and arbitration, the parties agree that in respect of a
      violation of any provision of This Agreement, including without limitation
      violation of any Proprietary Information, for which an award of damages is
      an inadequate remedy to protect the injured party, the injured party is
      entitled to seek injunctive relief, including a preliminary injunction, in
      a court of competent jurisdiction, in addition to any other relief
      available to it under the progressive dispute negotiation and arbitration
      procedure specified above in Section 15.e.



ManagedStorage International - Services Distribution Agreement     Page 18 of 21
<PAGE>


Agreement
Number:   MSI001122


          f.  Computation of Time

      If a time period provided in This Agreement requires a certain action be
      performed within ten (10) or less days, then intervening Saturdays,
      Sundays and legal holidays shall not be included in the computation of
      time. If a time period requires a certain action be performed within
      eleven (11) or more days, then intervening Saturdays, Sundays and legal
      holidays shall be included in the computation of time. In the event that a
      time period expires on a Saturday, Sunday or legal holiday, the time
      period shall be deemed to expire on the next day that is not a Saturday,
      Sunday or legal holiday. "Legal holidays" shall mean New Year's Day,
      Birthday of Martin Luther King, Jr., President's Day, Memorial Day,
      Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day
      and the Friday thereafter, and Christmas Day.

          g.  Costs and Expenses of Other Party

      Except to the extent This Agreement expressly provides otherwise, neither
      party shall be responsible for paying any costs or expenses the other
      party incurs in connection with This Agreement.

          h.  Third Party Beneficiaries

      This Agreement is not intended to be for the benefit of and shall not be
      enforceable by any third party, including Customers. Nothing in This
      Agreement, express or implied, is intended to or shall confer on any third
      party any rights (including third-party beneficiary rights), remedies,
      obligations or liabilities under or by reason of This Agreement. This
      Agreement shall not provide third parties with any remedy, claim,
      liability, reimbursement, cause of action or other right in excess of
      those existing without reference to the terms of This Agreement. No third
      party shall have any right, independent of any right that exists
      irrespective of This Agreement, to bring any suit at law or equity for any
      matter governed by or subject to the provisions of This Agreement.

          i.  Assignment

      This Agreement can not be assigned by Distributor, Distributor's parent,
      or any subsidiary or affiliate substantially controlled by Distributor,
      and except as permitted, none of the licenses granted hereunder nor any of
      the Licensed Programs or copies thereof may be sublicensed, assigned or
      transferred by Distributor, except as allowed under Section 2, without the
      prior written consent of ManagedStorage which consent cannot be
      unreasonably withheld, conditioned or delayed. Any attempt by Distributor
      to sublicense, assign or transfer any of the rights, duties or obligations
      under This Agreement, except as allowed in Section 2, is void.
      Notwithstanding the foregoing, either party may assign This Agreement
      without such consent to a successor in interest or in connection with any
      merger, consolidation, any sale of all or substantially all of such
      party's assets or any other transaction in which more than fifty percent
      (50%) of such party's voting securities are transferred, and
      ManagedStorage may assign This Agreement to a successor in interest that
      portion of its business relating to the Services defined in Schedules A2
      and A3.

          j.  Relationship of the Parties

      The relationship of ManagedStorage and Distributor established by This
      Agreement is that of independent contractors, and nothing contained in
      This Agreement shall be construed to (a) give either party the power to
      direct and control day-to-day activities of the other or (b) constitute
      the parties as partners, joint ventures, co-owners or otherwise as
      participants in a joint or common undertaking. Distributor, its agents and
      employees are not the representatives of ManagedStorage for any purpose
      except as expressly set forth in This Agreement, and they have no power or
      authority as agent, employee or in any other capacity to represent, act
      for, bind or otherwise create or assume any obligation on behalf of
      ManagedStorage for any purpose whatsoever. In all matters relating to This
      Agreement, neither Distributor nor its employees, or agents are, or shall
      act as, employees of ManagedStorage within the meaning or application of
      any laws of any country or other jurisdiction covering unemployment
      insurance, old-age benefit, social security, workers' compensation or
      industrial accidents or under any other laws or regulations which may
      impute any obligations or liabilities to ManagedStorage by reason of an
      employment obligation. All financial obligations associated with
      Distributor business are the sole responsibility of Distributor. All
      collection of invoices


ManagedStorage International - Services Distribution Agreement     Page 19 of 21


<PAGE>

Agreement
Number:   MSI001122


      or other Agreements between Distributor and its Subscribers are
      Distributor's exclusive responsibility and shall have no effect on
      Distributor's, obligations under This Agreement. Distributor shall be
      solely responsible for, and shall indemnity and hold ManagedStorage
      harmless from any and all claims by others, costs and damages (including
      the attorneys' fees at trial and on appeal) arising out of the acts of any
      Distributor employees, servants, or agents.

          k.  Integrated Agreement/Amendment

      The entire agreement between the parties with respect to the subject
      matter hereof is contained in This Agreement Except as provided below, no
      provision of This Agreement shall be deemed waived, amended or modified by
      either party unless such waiver, amendment or modification is in writing
      and signed by the party against whom the waiver, amendment or modification
      is claimed. The terms and conditions of any purchase order or other
      instrument issued by Distributor in connection with This Agreement shall
      not be binding on ManagedStorage and will not apply to This Agreement,
      except such terms which refer to the type and quantity of Service. This
      Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their permitted successors and assigns. Notwithstanding the
      foregoing, the terms of all resellers of the Service and any Standard
      Operating Procedures established by ManagedStorage from time to time for
      the use of the Service may be amended by ManagedStorage by means of notice
      published over the Service from time to time.

          l. Existing Intellectual Property

      All right, title and interest in and to any inventions, discoveries,
      patents, ideas, concepts, methods, works of authorship, improvements or
      derivative works thereof, made, created, developed, or authored prior to
      the effective date of This Agreement, is and shall remain the property of
      the party who made, created, developed, authored or presently owns such
      intellectual property, and unless expressly provided for in This
      Agreement, no other license is implied or granted herein by virtue of This
      Agreement. Nothing contained in This Agreement and none of the activities
      contemplated herein will give either party an interest, license or other
      proprietary right in any existing or new product or intellectual property
      of the other party.

          m.  Equitable Remedies

      The Parties recognize that money damages may not be an adequate remedy for
      any breach or threatened breach of any obligation hereunder by either
      party involving intellectual property. The Parties therefore agree that in
      addition to any other remedies available hereunder, by law or otherwise,
      Distributor and ManagedStorage shall be entitled to obtain injunctive
      relief against any such continued breach of such obligations.

          n.  Counterparts

      The parties may execute two (2) copies of This Agreement, each of which
      shall constitute an original copy of This Agreement.

          o.  Notices

      Notices will be effective on the date of receipt. All notices under this
      Agreement will be in writing and sent by certified or registered mail,
      return receipt requested or overnight mail delivery services to the other.

<TABLE>
      <S>                                                      <C>
      Communications to ManagedStorage with                    Communications to Distributor with regard to This
      regard to This Agreement should be addressed             Agreement should be addressed to:
      to:

      ManagedStorage International                             As to Company:       AccessColo, Inc.
      10075 Westmoor Drive, Suite 100                                               55 Madison Avenue, Suite 300
      Broomfield, CO 80021-2569                                                     Morristown New Jersey 07960
      Attention: Contracts Administration                                           Attn: General Counsel
</TABLE>

ManagedStorage International - Services Distribution Agreement     Page 20 of 21
<PAGE>


Agreement
Number:   MSI001122


<TABLE>
      <S>                                                     <C>
                                                              With a copy to:       Kirkpatrick & Lockhart LLP
                                                                                    1251 Avenue of the Americas,
                                                                                    45th Floor
                                                                                    New York, New York 10020
                                                                                    Attn: Warren Colodner, Esq.
</TABLE>

      In witness whereof, the parties have executed This Agreement by their duly
      authorized representatives, effective as of the Effective Date.


               MANAGEDSTORAGE
             INTERNATIONAL, INC                        ACCESSCOLO, INC


         /s/ T. Sweeney III                      /s/ A. Dale Mayo
        -------------------------------         ------------------------------
            Authorized Signature                     Authorized Signature


             T. Sweeney III                          A. Dale Mayo
        -------------------------------         ------------------------------
          Printed and/or typed name               Printed and/or typed name


                   C.E.O.                                   Pres/CEO
        -------------------------------         ------------------------------
                    Title                                    Title


                  7/17/01                                    7/16/01
        -------------------------------         ------------------------------
                    Date                                      Date



ManagedStorage International - Services Distribution Agreement     Page 21 of 21