EXHIBIT 10.7

                         AGREEMENT OF CONSENT, AMENDMENT
                                AND CONFIRMATION

         THIS AGREEMENT  (this  "Agreement") is made and entered into as of this
20th day of August, 1996 by and among STORAGE COMPUTER  CORPORATION,  a Delaware
corporation  having its  principal  place of  business at 11  Riverside  Street,
Nashua,  New  Hampshire  03032 (the  "Borrower"),  THEODORE  J.  GOODLANDER,  an
individual   residing  at  4  Victoria  Drive,   Nashua,   New  Hampshire  03063
("Goodlander")  and STATE STREET BANK AND TRUST COMPANY,  a Massachusetts  trust
company having its principal place of business at 225 Franklin  Street,  Boston,
Massachusetts 02110-2804 (the "Bank").

                          W I T N E S S E T H  T H A T:

         WHEREAS,  the  Borrower  and the Bank are  parties to a Loan  Agreement
dated as of August 4, 1995 (the  "Original Loan  Agreement"),  pursuant to which
the Bank established a line of credit for the Borrower in the maximum  principal
amount of $6,000,000,  which line of credit is evidenced by the Borrower's  Line
of Credit  Note  issued  on such  date in such  maximum  principal  amount  (the
"Original Line of Credit Note"); and

         WHEREAS,  in connection with the execution and delivery of the Original
Loan  Agreement and the Original Note, (a) the Bank, the Borrower and Goodlander
entered  into  an  Affiliate   Subordination   Agreement   (the   "Subordination
Agreement"); and

         WHEREAS,  concurrently herewith, the Borrower and the Bank are entering
into a First  Amendment to Loan  Agreement of even date herewith  ("Amendment"),
pursuant to which the Bank has agreed,  among other things, to increase the line
of credit loan from $6,000,000 to $10,000,000 (the "New Obligations"); and

         WHEREAS,  pursuant to the Original  Loan  Agreement,  as amended by the
Amendment  (as  so  amended,   hereinafter,   the  "Amended  Loan   Agreement"),
concurrently  herewith the Borrower are executing and delivering to the Bank its
Amended and  Restated  Line of Credit Note dated  August 4, 1995 (as amended and
restated as of the date hereof) in the maximum  principal  amount of $10,000,000
(the "Amended Note"); and

         WHEREAS,  the parties  hereto are entering into this Agreement to amend
the  Subordination  Agreement  consistent  with the  amendments  effected by the
Amendment.

         NOW,  THEREFORE,  for value  received,  and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1.  Capitalized  terms not  otherwise  defined  herein  shall  have the
meanings ascribed to them in the Amended Loan Agreement, or in the Subordination
Agreement, as the context so requires.

         2. To the extent required, Goodlander hereby consents to the execution,
delivery and  performance  by the parties  thereto of the Amended Loan Agreement
and the Amended Note.









         3. Each of the Borrower and Goodlander  hereby confirms and agrees that
the  New  Obligations   shall   constitute   "Loans",   "Obligations",   "Senior
Indebtedness"  or "Senior  Debt",  as the case may be, for all  purposes  of the
Subordination  Agreement  and,  howsoever  defined,  the New  Obligations  shall
continue to be entitled to all of the benefits of the Subordination Agreement.

         4. Each of the Borrower and Goodlander  hereby  further  represents and
warrants that the Exhibit to the Subordination  Agreement is true and correct on
and as of the date hereof,  and Goodlander  hereby restates and reaffirms all of
the representations and warranties made by him therein.

         5. Each of the Borrower and Goodlander  hereby confirms and agrees that
each and every  reference  to the  "Agreement"  or the "Loan  Agreement"  in the
Original Loan Agreement, the Subordination Agreement and any other loan document
executed in connection  therewith and in any Exhibit delivered  pursuant thereto
shall  hereinafter  be deemed to refer to the Original Loan Agreement as amended
by the Amendment and hereby.

         6. Each of the Borrower and Goodlander  hereby confirms and agrees that
each and every  reference  to the  "Note"  or the  "Line of Credit  Note" in the
Original Loan Agreement, the Subordination Agreement and any other loan document
executed in connection  therewith  shall  hereinafter  be deemed to refer to the
Amended Note in its new principal amount.

         7.  Each  of the  Borrower  and  Goodlander  shall,  from  time to time
hereafter, at its or his own expense, execute, deliver, file and record (in such
manner and form as the Bank may reasonably require),  or permit the Bank to file
and  record,  any  financing  statements,  any  carbon,  photographic,  computer
generated  or  other  reproduction  of  a  financing  statement,   any  specific
assignments  or other paper that may be reasonably  necessary or  desirable,  or
that the Bank may reasonably request, in order to maintain, preserve, perfect or
validate  the  Subordination  Agreement  or to enable the Bank to  exercise  and
enforce its rights  thereunder or under the Amended Loan Agreement.  Each of the
Borrower   and   Goodlander   hereby   appoints   the   Bank  as  its  or  their
attorney-in-fact  to execute in its or their name or on its or their behalf such
additional  financing  statements or related  notices as the Bank may reasonably
require, which power is coupled with an interest and is therefore irrevocable.

         8. Except as specifically  amended hereby, the Subordination  Agreement
and all other  documents and  instruments  securing,  guaranteeing,  or assuming
obligations  under  the  Original  Loan  Agreement,  the  Original  Note and all
indebtedness  incurred pursuant thereto,  shall remain in full force and effect,
and are hereby ratified and affirmed in all respects.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  as an  instrument  under seal all as of the day and year  first  above
written.



ATTEST:                                 STORAGE COMPUTER CORPORATION

/s/  Thomas A. Wooters                  By: /s/ Theodore J. Goodlander
-----------------------                     ---------------------------
Secretary                                       Theodore J. Goodlander
                                                Chief Executive Officer


WITNESS:

/s/  Christopher P. Torregrossa         /s/   Theodore J. Goodlander
-------------------------------         ------------------------------
                                              Theodore J. Goodlander



                                        STATE STREET BANK AND TRUST COMPANY


                                        By: /s/  L. Dan Lobdell
                                           -------------------------------
                                                 L. Dan Lobdell
                                                 Vice President



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