EXHIBIT 10.20

                                 AMENDMENT NO. 2
                                       TO
                                LICENSE AGREEMENT

         This Amendment No. 2 to License Agreement is made and entered into as
of April 1, 1999 by and between Toshiba Corporation, a corporation of Japan,
having its principal office at 1-1, Shibaura 1-Chome, Minato-Ku, Tokyo 105-8001
Japan (hereinafter called "TOSHIBA") and SmartDisk Corporation, a corporation of
the State of Delaware, the United States, having its principal office at 3506
Mercantile Avenue, Naples, Florida 34104 (hereinafter called "SDC").

                                   WITNESSETH:

         WHEREAS, Toshiba and SDC wish to further amend that certain License
Agreement between them dated May 26, 1998, as subsequently amended by Amendment
No. 1 dated September 23, 1998 (the "LICENSE AGREEMENT").

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

         1. Section 2.1 of Article 2 "Licenses" of the License Agreement shall
be amended and restated to read in its entirety as follows:

         2.1 Toshiba hereby grants to SDC, during the term of this Agreement, a
         fully-paid, non- exclusive, non-transferable and non-assignable license
         under the Licensed Patents, without the right to grant sublicenses, to
         make, have made, use, offer for sale, sell, have sold or otherwise
         dispose of the Licensed Products in all countries of the world.

         2. Article 3 "Compensation" of the License Agreement shall be amended
and restated to read in its entirety as follows:

         3.1 In consideration of the license granted to SDC hereunder, SDC shall
         issue to Toshiba two hundred thousand (200,000) shares of Common Stock
         of SDC (the "STOCK"). Upon its issuance, the Stock shall be fully paid
         and nonassessable and shall be issued free and clear of all liens and
         other encumbrances.

         3.2 Toshiba hereby agrees that, during the period of duration (up to,
         but not exceeding, one hundred eighty (180) days) as specified by SDC
         and an underwriter of Common Stock or other securities of SDC,
         following the date of the final prospectus distributed in connection
         with a registration statement of SDC filed under the Securities Act of
         1933, as amended (the "ACT"), it shall not, to the extent requested by
         SDC and such underwriter, directly or indirectly sell, offer to sell,
         contract to sell (including, without limitation, any short sale), grant
         any option to purchase or otherwise transfer or dispose of (other than
         to donees who agree to be similarly bound) any securities of SDC held
         by it at any time during such period except Common Stock included in
         such registration.


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SmartDisk Corporation
Amendment No. 2 to License Agreement
Page 2

         3.3 In order to enforce the foregoing covenant, SDC may impose
         stop-transfer instructions with respect to the Common Stock held by
         Toshiba (and the shares or securities of every other person subject to
         the foregoing restriction) until the end of such period, and Toshiba
         agrees that, if so requested, it will execute an agreement in the form
         provided by the underwriter containing terms which are essentially
         consistent with the provisions of Section 3.2.

         3.4 The Stock being acquired by Toshiba hereunder is being acquired for
         investment for Toshiba's own account, not as a nominee or agent, and
         not with a view to the resale or distribution of any party thereof, and
         Toshiba does not have any contract, undertaking, agreement or
         arrangement with any person to sell, transfer or grant participations
         in, or otherwise distribute the Stock or any present intention to do
         the same.

         3.5 Toshiba acknowledges and agrees that the Stock being acquired by
         Toshiba shall be subject to the restrictions on transfer set forth in
         the Joint Venture Agreement entered into by Toshiba, Phoenix House
         Investments, LLC and SDC as of February 24, 1998 and Toshiba hereby
         consents to a legend on the certificates evidencing the Stock to such
         effect, together with other legends required by the Act and the
         securities laws of any other jurisdiction.

         3. Except as amended hereby, all terms and provisions of the License
Agrement remain in full force and effect.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
agreement to be executed in duplicate as of the date first above written by its
duly authorized officer or representative.

TOSHIBA CORPORATION                         SMARTDISK CORPORATION


By:  /s/ Shigeki Morita                     By: /s/ Michael S. Battaglia
   ----------------------------------       ------------------------------------
Name: Shigeki Morita                        Name: Michael S. Battaglia

Title: General Manager, Strategic
       Marketing Div. Semiconductor         Title: President and Chief Executive
       Company                                      Officer
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