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                                                                   Exhibit 10.11

                               SECURITY AGREEMENT

This SECURITY AGREEMENT is made as of November __, 1998 between STORAGE COMPUTER
CORPORATION, a Delaware corporation (the "Debtor"), and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company (the "Lender").

                                    RECITALS

The Debtor has entered into an Amended and Restated Credit Agreement dated as of
August 28, 1998 with the Lender, pursuant to which Lender has from time to time
made certain loans, advances and other extensions of credit to the Debtor. The
Debtor desires to enter into a second Amended and Restated Credit Agreement
dated November __, 1998 with the Lender (the "Credit Agreement"). The Lender is
willing to enter into the Credit Agreement on the condition that the Debtor
grant it a security interest in all of its assets to secure all obligations of
the Debtor to the Lender, all as hereinafter set forth.

NOW THEREFORE, in consideration of the premises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                             ARTICLE 1. DEFINITIONS

All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided therefor in the Credit Agreement. All terms used
herein and not defined in the Credit Agreement or herein that are defined in the
Uniform Commercial Code of the Commonwealth of Massachusetts, as amended from
time to time (the "UCC") shall have the definitions herein as provided therein,
unless the context otherwise indicates or requires.

                          ARTICLE 2. GRANT OF SECURITY

Section 2.1 GRANT OF SECURITY INTEREST. To secure the payment and performance of
the Obligations, Debtor hereby grants to the Lender a continuing security
interest (the "Security Interest") in and to all personal property and fixtures
of the Debtor of every kind and nature, whether now or hereafter existing or now
or hereafter acquired and wherever located and all proceeds and products
thereof, including but not limited to the following (the "Collateral"):

(a) All money, cash, bank accounts, goods, inventory, equipment, computer
hardware and software, instruments, securities, investment property, documents,
documents of title, chattel paper, accounts, accounts receivable, lease
receivables and leases including but not limited to, rights to rentals
thereunder and the Debtor's reversionary interest in property leased thereunder
and any equity rights in leases sold to third parties, contract rights,
licenses, general intangibles, copyrights, patents and patents pending,
trademarks and goodwill, trade secrets, credits, claims, demands and all other
property of the Debtor (including but not limited to leasehold improvements),
and including further but not limited to the property described in clauses (b),
(c), (d), (e) and (f) following;

(b) All equipment, including without limitation all fixtures, machinery,
equipment molds, dies, motor vehicles, and other goods whether now owned or
hereafter acquired by the Debtor, wherever located, all replacements,
substitutions and all parts thereof and all accessions thereto (any and all such
equipment, parts and accessions being the "Equipment");




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(c) All inventory in all of its forms, wherever located, now or hereafter
existing including, but not limited to (i) raw materials and work in process
therefor, finished goods thereof, and materials used or consumed in the
manufacture or production thereof, and (ii) goods which are returned to or
repossessed by the Debtor and all accessions thereto and products thereof (any
and all such inventory, accessions and products being the "Inventory");

(d) All accounts receivable, including without limitation accounts, contracts,
contract rights, chattel paper, instruments, and other obligations of any kind
whether now existing or hereafter arising out of or in connection with the sale
or lease of goods or the rendering of services, and all rights now or hereafter
existing in and to all security agreements, leases, and other contracts securing
or otherwise relating to any such accounts, contract rights, chattel paper,
instruments, general intangibles or obligations (any and all such accounts,
contract rights, chattel paper, instruments, general intangibles and obligations
being the "Receivables," and any and all such leases, security agreements and
other contracts being the "Related Contracts");

(e) All general intangibles including without limitation, tax refunds, the
corporate name and all product names;

(f) All investment property of the Debtor; and

(g) To the extent not otherwise included, all payments under insurance policies
(whether or not the Lender is the loss payee thereof), or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with
respect to any of the foregoing Collateral.

Section 2.2 FINANCING STATEMENTS, DELIVERY OF INSTRUMENTS AND OTHER ACTION.

(a) Debtor agrees to do all acts which the Lender deems necessary or desirable
to protect the Security Interest or to otherwise carry out the provisions of
this Agreement, including, but not limited to, the execution of financing,
continuation, amendment and termination statements and similar instruments and
the procurement of waivers and disclaimers of interest in the Collateral by the
owners of and holders of liens against any real estate on which the Collateral
is located. Debtor appoints the Lender as Debtor's attorney irrevocable to do
all acts which Debtor may be required to do under this Agreement. All charges,
expenses and fees which the Lender may incur in obtaining or filing any of the
foregoing shall be charged to the Debtor's account, added to the Obligations and
payable on demand.

(b) The Debtor shall endorse, assign and deliver to the Lender all negotiable or
non-negotiable instruments (including certificated securities) or chattel paper,
accompanied by such instruments of transfer or assignment duly executed in blank
as the Lender may from time to time specify. To the extent that any securities
now or hereafter acquired by the Debtor are uncertificated and are issued to the
Debtor or its nominee directly by the issuer thereof, the Debtor shall cause the
issuer to note on its books the security interest of the Lender in such
securities and shall cause the issuer, pursuant to an agreement in form and
substance satisfactory to the Lender, to agree to comply with instructions from
the Lender as to such securities, without further consent of the Debtor or such
nominee. To the extent that any securities, whether certificated or
uncertificated, or other financial assets now or hereafter acquired by the
Debtor are held by the Debtor or its nominee through a financial or securities
intermediary, the Debtor shall (i) cause such intermediary to note on its books
the security interest of the Lender in such securities or other financial assets
and to confirm such notation promptly to the Lender and (ii) at the request of
the Lender, cause such intermediary, pursuant to an agreement in form and
substance satisfactory to the Lender, to agree to comply with entitlement orders
or other instructions from the Lender as to such securities or other financial
assets, without further consent of the Debtor or such nominee. The Lender agrees
with the Debtor that the Lender shall not give any such entitlement orders or
instructions to any such issuer or intermediary unless an Event of Default has
occurred.



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(c) Concurrently herewith the Debtor is also executing and delivering to the
Lender separate notice and assignments of patents and trademarks pursuant to
which the Debtor is assigning to the Lender certain Collateral consisting of
patents and patent rights and trademarks, service marks and trademark and
service mark rights, together with the goodwill appurtenant thereto. The
provisions of such separate assignments are supplemental to the provisions of
this Agreement, and nothing contained in such separate assignments shall
derogate from any of the rights or remedies of the Lender hereunder, nor shall
anything contained in such separate assignments be deemed to prevent or extend
the time of attachment or perfection of any security interest in such Collateral
created hereby.

              ARTICLE 3. REPRESENTATIONS, WARRANTIES AND COVENANTS

Debtor hereby makes the following representations, warranties and covenants
which shall survive the execution and delivery of this Agreement and shall be
continuing representations, warranties and covenants as long as any of the
Obligations remain outstanding.

Section 3.1 DEBTOR'S PLACE OF BUSINESS. The Debtor hereby represents warrants
that: (a) Debtor's chief place of business is located at __________________; and
(b) Debtor has no other place of business except those listed on EXHIBIT A
hereto. Debtor covenants to notify Lender in writing within 15 days of the
addition or discontinuance of any place of business or any change in the
information contained in this Section 3.1.

Section 3.2 LOCATION OF COLLATERAL; INSTRUMENTS. Debtor represents and warrants
that all of the Inventory and Equipment is located at the places specified in
EXHIBIT A, and the record owners of and record holders of liens against the real
estate on which any of the Collateral is located and their addresses are set
forth in EXHIBIT A. Debtor further represents and warrants that the records
concerning Debtor's Receivables and Related Contracts are located at Debtor's
chief place of business. None of the Collateral shall be removed from the
locations specified in this Section 3.2 other than in the ordinary course of
business without giving thirty (30) days prior written notice to the Lender. All
negotiable and nonnegotiable instruments (including certificated securities) and
chattel paper owned by the Debtor are described in EXHIBIT A and have been
pledged to the Lender. Debtor represents and warrants that all of the
information contained in the previously delivered certificate as to collateral
of the Debtor (the "Collateral Certificate") attached hereto as EXHIBIT C is
true and correct as of the date hereof. Debtor further represents and warrants
that all information contained in such Collateral Certificate may be relied upon
by the Lender until an updated Collateral Certificate is delivered to the
Lender.

Section 3.3 OWNERSHIP AND LIENS. Debtor represents and warrants that Debtor has
good and marketable title to the Collateral and that there are no sums owed or
claims, liens, security interests or other encumbrances against the Collateral
other than those listed on EXHIBIT B hereto. Except as set forth on EXHIBIT B,
no effective financing statements or other similar instrument in effect covering
all or any part of the Collateral is on file in any recording office, except as
may have been filed in favor of the Lender relating to this Agreement. Debtor
covenants to notify the Lender of any claim, lien, security interest or other
encumbrance made against the Collateral and shall defend the Collateral against
any claim, lien, security interest or other encumbrance adverse to the Lender.
Debtor shall not create or incur, or suffer to be created or incurred, or permit
to exist any encumbrance, mortgage, pledge, lien, charge or other security
interest of any kind upon any of the Collateral in favor of any person other
than the Lender except for liens permitted by the Credit Agreement. Debtor
covenants that regardless of the manner of affixation, the Equipment shall
remain personal property and shall not become part of the real estate on which
it is located.

Section 3.4 MAINTENANCE OF COLLATERAL. Debtor covenants to preserve the
Collateral for the benefit of the Lender. Without limiting the generality of the
foregoing, Debtor shall:


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(a) cause the Equipment to be maintained and preserved in the same condition,
repair and working order as when new and make all repairs, replacements,
additions and other improvements necessary to maintain such Equipment in such
good condition;

(b) maintain Inventory sufficient to meet the needs of its business;

(c) preserve all beneficial Related Contracts;

(d) assure that (i) no Receivable is or shall be subject to any defense, offset,
counterclaim, discount or allowance except as may be stated in a copy of the
invoice delivered by Debtor to the Lender and that each Receivable shall be paid
in full when due; (ii) no agreement under which any deduction, discount, credit
or allowance of any kind may be granted or allowed shall have been or shall
thereafter be made by Debtor with any account party except as indicated in
writing to the Lender at or before the time such agreement is made; (iii) all
statements made and all unpaid balances appearing in the invoices, documents and
agreements relating to each Receivable shall be true and correct in all
respects; and (iv) all signatures and endorsements that appear therein shall be
genuine and all signatories shall have full capacity to contract;

(e) take all commercially reasonable steps necessary to collect all Receivables;
and

(f) pay promptly when due all taxes, assessments, or other charges or liens on
the Collateral or any claims (including claims for labor, materials and
supplies) against the Equipment and Inventory; provided that such taxes,
assessments, charges and liens need not be paid if the validity or amount
thereof shall be contested in good faith by appropriate proceedings and if the
Debtor has set aside on its books adequate reserves with respect thereto.

Debtor shall not sell, lease or otherwise dispose of any item of the Collateral
except for the sale of Inventory in the ordinary course of business and other
sales, leases and dispositions permitted under the Credit Agreement and shall
not use the Collateral in violation of any law.

Section 3.5 MAINTENANCE OF RECORDS. Debtor covenants to keep accurate and
complete records listing and describing the Collateral. When requested by the
Lender, Debtor shall give the Lender a certificate listing and describing the
Collateral and setting forth the total value of the Inventory, the total value
of the Equipment, the amount of the Receivables designating how many days the
Receivables are from the date of invoice, the face value of any instruments and
any other information the Lender may request. The Lender shall have the right at
any time to inspect the Collateral and to audit and make copies of any records
or other writings which relate to the Collateral or the general financial
condition of Debtor, and may remove such records and writings for the purpose of
having copies made thereof.

Section 3.6 INSURANCE. Debtor shall at its own expense maintain insurance
covering the Collateral against such risks, with such insurers, in such form,
and in such amounts as shall from time to time be required by the Lender but in
any event, in such amounts and with such coverage as is customary in Debtor's
type of business and in such amounts as to avoid co-insurance liability. All
insurance policies shall be written so as to be payable in the event of loss to
the Lender, for the benefit of the Banks, shall provide for thirty (30) days'
written notice to the Lender of cancellation or modification and shall specify
the Lender as an additional insured. Without limiting the foregoing, the Debtor
will (a) keep all of its physical property insured with casualty or physical
hazard insurance on an "all risks" basis, with broad form flood and earthquake
coverages and electronic data processing coverage, with a full replacement cost
endorsement and an "agreed amount" clause in an amount equal to 100% of the full
replacement cost of such property, (b) maintain all such workers' compensation
or similar insurance as may be required by law and (c) maintain, in amounts and
with deductibles equal to those generally maintained by businesses engaged in
similar activities in similar geographic areas, general public liability
insurance against claims of bodily injury, death or 


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property damage occurring, on, in or about the properties of the Debtor,
business interruption insurance, and product liability insurance. At the request
of the Lender, all insurance policies shall be furnished to and held by the
Lender. Debtor hereby assigns to the Lender return premiums, dividends and other
amounts which may be or become due upon cancellation of any such policies for
any reason whatsoever and directs the insurers to pay the Lender any sums so
due. The Lender is hereby appointed as attorney irrevocable with the power at
any time after occurrence of an Event of Default to collect return premiums,
dividends and other amounts due on any insurance policy and the proceeds of such
insurance, to settle any claims with insurers in the event of loss or damage, to
endorse settlement drafts and, at any time after the occurrence of an Event of
Default, to cancel, assign or surrender any insurance policies. If, while any
Obligations are outstanding, any return premiums, dividends, other amounts or
proceeds are paid to the Lender under such policies, the Lender may at its
option take either or both of the following actions: (i) apply such return
premiums, dividends, other amounts and proceeds in whole or in part to the
payment or satisfaction of any of the Obligations in whatever order the Lender
determines or hold such amounts as cash collateral for the obligations; or (ii)
pay over such return premiums, dividends, other amounts and proceeds in whole or
in part to Debtor for the purpose of repairing or replacing the Collateral
destroyed or damaged.

                             ARTICLE 4. RECEIVABLES

Section 4.1 COLLECTION OF RECEIVABLES. The Lender may communicate with account
debtors in order to verify the existence, amount and terms of any Receivables.
At any time after the occurrence of an Event of Default, the Lender may at any
time notify account debtors of the Security Interest and require that payments
on Receivables and returns of goods be made directly to the Lender. When
requested by the Lender, at any time after the occurrence of an Event of
Default, Debtor shall notify account debtors and indicate on all billings that
payments and returns are to be made directly to the Lender. At any time after
the occurrence of an Event of Default, the Lender shall have full power to
collect, compromise, endorse, sell or otherwise deal with the Receivables or
proceeds thereof and to perform the terms of any contract in order to create
Receivables in the Lender's name or in the name of Debtor.

Section 4.2 FEDERAL GOVERNMENT RECEIVABLES. If any of Debtor's Receivables or
contract rights arise out of contracts with a governmental body and are subject
to the Federal Assignment of Claims Act or a similar statute, Debtor shall
promptly notify the Lender thereof in writing and execute any instruments and
take any action required by the Lender to assure that all monies due and to
become due under such contract shall be assigned to the Lender.

Section 4.3 SEPARATE ASSIGNMENT. This Agreement may but need not be supplemented
by separate assignments of Receivables and contract rights. If such assignments
are given, the rights and security interests given thereby shall be in addition
to and not in limitation of the rights and Security Interest given by this
Agreement.

                         ARTICLE 5. DEFAULT AND REMEDIES

Section 5.1 EVENTS OF DEFAULT. An Event of Default under the Credit Agreement
shall be deemed to be an Event of Default hereunder.

Section 5.2 RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of
Default, the Lender shall have, by way of example and not of limitation, the
rights and remedies enumerated in paragraphs 5.2(a) through (g):

(a) The Lender may declare the Obligations, or any of them, to be immediately
due and payable without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived;


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(b) In addition to all other rights and remedies contained in this Agreement,
and any other Lender Agreement, the Lender may exercise the rights and remedies
accorded a secured party by the Uniform Commercial Code or by any document
securing the Obligations, all of which rights and remedies shall be cumulative
and non-exclusive to the extent permitted by law;

(c) The Lender shall have the right to set-off, without notice to the Debtor,
any and all deposits or other sums at any time or times credited or due from the
Lender to Debtor, whether in a special account or other account or represented
by a certificate of deposit (whether or not matured); which deposit and other
sums shall at all times constitute additional security for the Obligations;

(d) The Lender shall have the right to enter and/or remain upon the premises of
Debtor, or any other place or places where any of the Collateral is located and
kept so far as the Debtor can give authority therefor, without any obligation to
pay rent to Debtor or others, and: (i) remove Collateral therefrom to the
premises of the Lender or any agent of the Lender for such time as the Lender
may desire in order to maintain, collect, sell and/or liquidate the Collateral
or (ii) use such premises together with materials, supplies, books and records
of Debtor, to maintain possession and/or the condition of the Collateral, and to
prepare the Collateral for sale, liquidation or collection;

(e) The Lender may require the Debtor at Debtor's cost to assemble the
Collateral and make it available to Lender at a place designated by the Lender;

(f) The Lender may perform any warranty, covenant or agreement which Debtor has
failed to perform under this Agreement; and

(g) The Lender may take any other action which the Lender deems necessary or
desirable to protect the Collateral or the Security Interest.

Unless the Collateral is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market, the Lender shall give to
the Debtor at least five Business Days prior written notice of the time and
place of any public sale of Collateral or of the time after which any private
sale or any other intended disposition is to be made. The Debtor hereby
acknowledges that five Business Days prior written notice of such sale or sales
or other dispositions shall be reasonable notice. In addition, the Debtor waives
any and all rights that it may have to a judicial hearing in advance of the
enforcement of any of the Lender's rights hereunder, including, without
limitation, the Lender's right following an Event of Default to take immediate
possession of the Collateral and to exercise its rights with respect thereto.

Section 5.3 MARSHALING. The Lender shall not be required to marshal any present
or future collateral security (including but not limited to this Agreement and
the Collateral) for, or other assurances of payment of, the Obligations or any
of them or to resort to such collateral security or other assurances of payment
in any particular order, and all of its rights hereunder and in respect of such
collateral security and other assurances of payment shall be cumulative and in
addition to all other rights, however existing or arising. To the extent that it
lawfully may, the Debtor hereby agrees that it will not invoke any law relating
to the marshaling of collateral which might cause delay in or impede the
enforcement of the Lender's rights under this Agreement or under any other
instrument creating or evidencing any of the Obligations or under which any of
the Obligations is outstanding or by which any of the Obligations is secured or
payment thereof is otherwise assured, and, to the extent that it lawfully may,
the Debtor hereby irrevocably waives the benefits of all such laws.

Section 5.4 APPLICATION OF PROCEEDS. After deducting all expenses of the Lender
and costs of collection, the residue of any proceeds of collection or sale of
the Obligations or Collateral shall, to the extent actually received in cash, be
applied to the payment of the Obligations in such order or preference as is
provided in the Credit Agreement (or if not provided for in the Credit
Agreement, as the Lender may determine, proper


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allowance and provision being made for any Obligations not then due). Upon the
final payment and satisfaction in full of all of the Obligations and after
making any payments required by Section 9-504(l)(c) of the UCC, any excess shall
be returned to the Debtor, and the Debtor shall remain liable for any deficiency
in the payment of the Obligations.

Section 5.5 REMEDIES CUMULATIVE. The Lender may exercise any or all of its
rights and remedies after the occurrence of an Event of Default concurrently
with or independently of and without regard to the provisions of any other
document which secures any of the Obligations.

                            ARTICLE 6. MISCELLANEOUS

Section 6.1. WAIVERS, AMENDMENTS AND REMEDIES. No delay or omission on the part
of the Lender in exercising its rights and remedies against the Debtor or any
other interested party shall constitute a waiver of any rights or remedies of
the Lender. A breach by the Debtor of its obligations under this Agreement may
be waived only by a written waiver executed by the Lender. The Lender's waiver
of a breach by the Debtor in one or more instances shall not constitute or
otherwise be an implicit waiver of subsequent breaches. To the extent permitted
by applicable law, the Debtor hereby agrees to waive, and does hereby absolutely
and irrevocably waive (a) all presentments, demands for performance, notices of
nonperformance, protests, notices of protest and notices of dishonor in
connection with this Agreement or any of the Obligations, (b) any requirement of
diligence or promptness on the Lender's part in the enforcement of its rights
under the provisions of this Agreement, and (c) any and all notices of every
kind and description which may be required to be given by any statute or rule of
law with respect to the Debtor's liability under this Agreement or in respect of
any of the Obligations. No course of dealing between the Debtor and the Lender
shall operate as a waiver of any of Lender's rights under this Agreement or with
respect to any of the Obligations. This Agreement shall be amended only by a
written instrument executed by the parties hereto making explicit reference to
this Agreement. Lender's rights and remedies under this Agreement and under all
subsequent agreements between the Lender and the Debtor shall be cumulative and
any rights and remedies expressly set forth herein shall be in addition to, and
not in limitation of, any other rights and remedies which may be available to
the Lender in law or at equity.

Section 6.2 SUCCESSORS AND ASSIGNS. This Agreement shall bind and shall be
enforceable by the respective successors and assigns of the parties hereto. The
representations and warranties made by the Debtor in this Agreement shall bind
the Debtor's successors and assigns.

Section 6.3 NOTICES. All notices and other communications made or required to be
given pursuant to this Agreement shall be in writing and shall be mailed by
United States mail, postage prepaid, or sent by nationally-recognized overnight
carrier service, addressed to the parties at their addresses set forth in the
Credit Agreement. Any notice so addressed and mailed by registered or certified
mail shall be deemed to have been given when mailed.

Section 6.4 GOVERNING LAW. This Agreement shall be governed by and construed and
enforced under the laws of The Commonwealth of Massachusetts.

Section 6.5 COUNTERPARTS. This Agreement and all amendments to this Agreement
may be executed in several counterparts, each of which shall be an original. The
several counterparts shall constitute a single Agreement.

Section 6.6 EXPENSES. The Debtor agrees to pay on demand all of the Lender's
reasonable expenses in preparing, executing, delivering and administering this
Agreement, all amendments hereto, and related instruments and documents,
including, without limitation, the reasonable fees and out-of-pocket expenses of
the Lender's special counsel, Goodwin, Procter & Hoar LLP. The Debtor also
agrees to pay on demand all reasonable out-of-pocket expenses incurred by the
Lender, including, without limitation, legal and accounting 



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fees, in connection with the collection of amounts upon the occurrence of an
Event of Default hereunder, the revision, protection, preservation or
enforcement of any of the Lender's rights against the Debtor under this
Agreement and with respect to the Collateral and the administration of special
problems that may arise under this Agreement. The Debtor also agrees to pay all
stamp and other taxes in connection with the execution and delivery of this
Agreement and related instruments and documents.

Section 6.7 WAIVER OF JURY TRIAL. THE LENDER AND THE DEBTOR AGREE THAT NEITHER
OF THEM NOR ANY ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY
LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON OR ARISING OUT
OF, THIS AGREEMENT, ANY RELATED INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR
THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM, OR (B) SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE
LENDER AND THE DEBTOR, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.
NEITHER THE LENDER NOR THE DEBTOR HAS AGREED WITH OR REPRESENTED TO THE OTHER
THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES.



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IN WITNESS WHEREOF, the Debtor and the Lender have caused this Security
Agreement to be executed as an instrument under seal by their duly authorized
officers as of the date set forth above.


                                    STORAGE COMPUTER CORPORATION



                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                    STATE STREET BANK AND TRUST COMPANY



                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:




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                                    EXHIBIT A

                            OTHER BUSINESS LOCATIONS







                      LOCATIONS OF INVENTORY AND EQUIPMENT


                                                  Record Owner of
                                                  Real Estate Where
Type of Collateral:          Location:            Collateral Located:
-------------------          ---------            -------------------





                           DESCRIPTION OF INSTRUMENTS





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                                    EXHIBIT B

                       ENCUMBRANCES AGAINST THE COLLATERAL










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                                    EXHIBIT C

                             COLLATERAL CERTIFICATE








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