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                                                                    EXHIBIT 10.2



                     AUSPEX AUTHORIZED DISTRIBUTOR AGREEMENT

                                 AUSPEX SYSTEMS
                        AUTHORIZED DISTRIBUTOR AGREEMENT


This Agreement is effective on ________________, 2000 between AUSPEX SYSTEMS,
INC. a U.S. A., Delaware Corporation., (Herein "AUSPEX") and Bell
Microproducts, Inc., a California Corporation (herein "DISTRIBUTOR"). This
Agreement and Exhibits shall also be binding for those Subsidiary Corporations
or field offices of AUSPEX SYSTEMS, INC., and those named Service Providers of
Auspex listed in Attachment I.


AUSPEX SYSTEMS, INC.                         DISTRIBUTOR
2800 Scott Boulevard                         Bell Microproducts, Inc.,
Santa Clara, CA 95050-2516                   1941 Ringwood Avenue
Telephone (408)566-2000                      San Jose, California 95131-1721
Facsimile: (408)566-2020                     Telephone 408.451.9400
www.auspex.com                               www.bellmicro.com

REMITTANCE ADDRESS

AUSPEX SYSTEMS, INC.                         DISTRIBUTOR
Dept 33097 P.O. 39000                        Same as above
San Francisco, CA 94139-3097                 ___________________________________
Telephone (408)566-2000                      ___________________________________
Facsimile: (408)986-0389
                                             ___________________________________
                                             ___________________________________

NOTICE DELIVERY ADDRESS

AUSPEX SYSTEMS, Inc.                         DISTRIBUTOR
2800 Scott Boulevard                         Same as above
Santa Clara, CA 95050-2516                   ___________________________________
Telephone (408)566-2000                      ___________________________________
Facsimile: (408)566-2020                     ___________________________________
Attention:  Chief Financial Officer          Telephone:
                                             Facsimile:

In Witness Thereof, the parties have         Agreed to:
executed this Agreement by their duly
authorized representatives.


AUSPEX SYSTEMS, INC.                         BELL MICROPRODUCTS (CORPORATION)


Name: DENNIS J. DUNNIGAN                     Name: PHIL ROUSSEY
     ------------------------------               ------------------------------

Signature: /s/ DENNIS J. DUNNIGAN            Signature: /s/ PHIL ROUSSEY
          -------------------------                    -------------------------

Title:  COO                                  Title:  EVP MARKETING
      -----------------------------                -----------------------------

Date: 12-9-00                                Date: 12/4/00
     ------------------------------               ------------------------------
("AUSPEX")                                   ("DISTRIBUTOR")



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                                    TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>     <C>                                                                 <C>
1.0     DEFINITIONS                                                          4
        1.1    Agreement
        1.2    Attachment
        1.3    Territory
        1.4    DISTRIBUTOR or Reseller
        1.5    End User
        1.6    Products
        1.7    Applicable Price List
        1.8    Licensed Software
        1.9    Technical Support
        1.10   Multinational Customer
        1.11   Local Affiliate

2.      APPOINTMENT AND AUTHORITY                                            5
        2.1    AUSPEX Reserved Rights
        2.2    Property Rights
               A.  Title
               B.  Trademarks and Tradenames

3.      PROCUREMENT                                                          6
        3.1    Orders
               A.  Special Purchase Orders
               B.  Acknowledgements
        3.2    Prices
               A.  Price Revisions
               B.  Issuance of Credits
               C.  Taxes
        3.3    Change Orders & Cancellations
        3.4    Delivery, Risk of Loss                                        7
        3.5    Inspection & Rejection of Products
        3.6    Software License
               A.  License Grant
               B.  End User License
        3.7    Payment
               A.  Net 45 terms
               B.  Credit Limit
               C.  No offsets

4.      AUSPEX OBLIGATIONS TO DISTRIBUTOR                                    7
        4.1    Standard Product and Sales Support
               A.  Testing
               B.  Promotional Materials                                     8
               C.  Training and Support
        4.2    Product Warranty and Disclaimer
        4.3    "Year 2000 Readiness Disclosure"
        4.4    Patents and Copyrights
        4.5    Returns                                                       9
               A.  Rejected Products
               B.  Product Discontinuance
               C.  Stock Rotation
               D.  Process and Limitations for Returns

5.      OBLIGATIONS OF DISTRIBUTOR                                           9
        5.1    Product Promotion
               A.  Promotion Efforts and Sales Force
</TABLE>



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<TABLE>
<S>     <C>                                                                 <C>
               B.  Demonstration Equipment
               C.  Installation and Service
        5.2    Notification                                                 10
        5.3    Reporting
               A.  Annual Sales Plan and Monthly Forecasts
               B.  Monthly Report of Sales and Inventory
               C.  Financial Reporting
        5.4    Export
        5.5    Representations and Warranties

6.      MUTUAL OBLIGATIONS                                                  11
        6.1    Confidential Information
        6.2    Insurance
        6.3    Government contracts
        6.4    Commercial Policy                                            12
               A.  No Unauthorized payments
               B.  Definition of "Government Official"
               C.  Obligation to Notify AUSPEX

7.      LIMITATION OF LIABILITY                                             12

8.      DURATION AND TERMINATION OF AGREEMENT                               13
        8.1    Termination
        8.2    Obligations upon Termination
        8.3    No Effect on End User Licenses
        8.4    Each Party's Actions on Termination
        8.5    Audit Rights
        8.6    Survival of Certain Terms                                    14

9.      GENERAL                                                             14
        9.1    Press Release
        9.2    Assignment - Binding Effect.
        9.3    Attorneys Fees
        9.4    Notices
        9.5    Entire Agreement
        9.6    Waiver
        9.7    Severability
        9.8    Force Majeure
        9.9    Execution of Agreement and Controlling Law                   15
        9.10   English Language

ATTACHMENTS

Attachment I   Territory, Discounts, Applicable Price List, Product Sale
               Restrictions (if any) Support Responsibility, and any Territory
               Specific Terms Includes Co-op & Market Development Funding
               Section.

Attachment II  DISTRIBUTOR's Annual Sales Plan

Exhibit A      Example of Applicable Price List (provided separately)

Exhibit B      AUSPEX Right-To-Use Software License for Auspex 4Front (TM)
               Product Family

Exhibit C      Wire Transfer and Letter of Credit Information

Exhibit D      AUSPEX Insurance Certificate

Exhibit E      Support Agreements (if any)
</TABLE>



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        WHEREAS, AUSPEX together with its wholly owned subsidiaries is in the
business of developing, manufacturing, selling or licensing and supporting the
Products worldwide; and

        WHEREAS, DISTRIBUTOR has experience and expertise in selling and
sublicensing computer products in the designated Territory; and

        NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and conditions set forth in this Agreement, the Parties agree as
follows:

1. DEFINITIONS set forth in this Section shall apply to the following words and
terms when used in this Agreement.

        1.1    "Agreement" means this Agreement, fully executed by the Parties,
               including without limitation, all Attachments hereto.

        1.2    "Attachment" means any addendum to this Agreement including, but
               not limited to, exhibits or schedules designating the Product(s),
               Territory, discounts and applicable price list, special terms
               and/or any other information the Parties deem necessary to
               include herein.

        1.3    "Territory" means the geographical territory as described in
               Attachment I hereto, and which may include a designated market
               field or vertical market, which shall mean only that customer
               classification(s) designated as such and located in the
               Territory.

        1.4    "DISTRIBUTOR" or Value Added RESELLER means a corporation or
               other legal entity that is authorized by AUSPEX to resell the
               Product(s) and sublicense the Product(s), directly and/or
               indirectly (if so specified herein), to End-Users. Reseller's may
               include customers defined as Integrators or Original Equipment
               Manufacturers who incorporate part, or all of a Product,
               respectively, in equipment or systems to be sold or leased by
               such customers to third parties. RESELLER(S), who are also
               DISTRIBUTOR(S), such as Bell Microproducts, Inc., are authorized
               by Auspex to sell, within the Territory, to other RESELLERS, and
               who may also provide full service support to customers and
               RESELLERS for all or some part of the Territory.

        1.5    "End User" means a customer that is an individual, corporation or
               other legal entity which procures or sublicenses the Product(s)
               from DISTRIBUTOR or RESELLER hereunder for use in the regular
               course of its business and not for subsequent distribution or
               resale.

        1.6    "Products" shall mean those products offered for sale or license
               in the "applicable" and then current AUSPEX published Price List
               as amended from time to time. An example price list is provided
               in accordance with Exhibit A. Unless specifically stated
               otherwise, Third Party products offered for sale by Auspex, or
               recommended or certified for use with Auspex Products, remain
               subject to the original vendor's express warranties and
               indemnifications, and are excluded from Auspex's terms and
               conditions herein.

        1.7    "Applicable Price List" or "Current Price List" shall mean the
               "then current" version of the published AUSPEX Product Price List
               (domestic or foreign) that reflects the published list price that
               applies to the purchases and licensing hereunder and which will
               be delineated in Attachment I hereto.

        1.8    "Licensed Software", herein "Software" means the Software
               (including optional software products) in machine readable object
               code format and documentation provided with the equipment
               manufactured by AUSPEX, Inc., and subject to the AUSPEX
               shrink-wrap Right-To-Use license terms attached as Exhibit B
               hereto.

        1.9    "Annual Sales Plan" means the agreed revenue goals for one
               calendar year (see Attachment II)

        1.10   "Multinational Customer" as used herein shall mean any customer
               having corporate offices, divisions, subsidiaries or affiliates
               (including parent corporations) located in more than one country.

        1.11   "Local Affiliate" shall mean an in-territory local subsidiary,
               division or affiliate of a multinational customer or other third
               party, which is located outside of the Territory.

Subject to the terms and conditions herein contained, AUSPEX and DISTRIBUTOR
agree as follows:

2. APPOINTMENT AND AUTHORITY

-   AUSPEX hereby appoints DISTRIBUTOR, and DISTRIBUTOR accepts such appointment
    as a non-exclusive DISTRIBUTOR within the Territory, of the Products subject
    to the Terms and Conditions of this Agreement.

-   If applicable, AUSPEX will authorize DISTRIBUTOR to utilize its U.S.
    Government Services Administration (GSA) schedule



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    contract for the purpose of processing its orders with Government agency
    customers. The specifics of how to accomplish this will be provided under
    separate cover.

-   Distributors shall request the written consent of AUSPEX prior to appointing
    any Resellers in order to initiate the require sublicensing rights: At the
    time of this Agreement, Bell Microproducts shall provide a list of its
    proposed Reseller(s) for Auspex's approval.

-   This Agreement shall not be construed as creating a partnership, joint
    venture, agency relationship, or as granting a franchise under either
    federal or state laws. Furthermore, each party hereto expressly acknowledges
    and agrees that it is not the agent or legal representative of the other and
    has no authority to create any obligation or incur any expense on behalf of
    the other.

-   The Products are offered for sale and are sold by AUSPEX subject in every
    case to the condition that such sale does not convey any license, expressly
    or by implication, to manufacture, duplicate or otherwise copy or reproduce
    any of the Products. DISTRIBUTOR or Distributor shall not, and shall not
    assist others to, reverse engineer any of the Products or any portion
    thereof. DISTRIBUTOR or Distributor shall notify AUSPEX if DISTRIBUTOR or
    Distributor becomes aware of any individual or entity attempting to reverse
    engineer any Products or any portion thereof.

2.1 AUSPEX RESERVED RIGHTS

Notwithstanding anything to the contrary contained in this Agreement, AUSPEX
reserves the right to:

-   Add to, change or discontinue distribution of any or all Products and to
    distribute Products directly to end-users, other DISTRIBUTORS, and any other
    customers.

-   Without prior approval from or notice to DISTRIBUTOR, to make changes in the
    specifications and/or modification to the Products provided that such
    changes/modifications do not materially adversely affect overall product
    performance. As is customary in the computer industry, some components may
    be reused within the sales process; any such remanufactured components or
    Products are warranted as new.

-   Designate Products or marketing promotions as non-discountable (ND) on the
    Applicable Price List, and/or stipulate maximum discounts for promotional
    offers, which designation(s) shall be honored for purposes of this
    agreement.

-   Request payment prior to shipment and/or to put any unshipped product on
    "Ship Hold", in the event DISTRIBUTOR fails to make any payment when due,
    and/or for accounts past due, AUSPEX reserves the right to assess a finance
    charge as stated in the Payment paragraphs hereunder.

-   For certain procurements require that DISTRIBUTOR establishes a letter of
    credit or that wire transfer will make payments.

-   To establish separate and distinct discounts for new product categories or
    future products not released or available at the time of this agreement, and
    to revise the agreed discounts for current products if Auspex reduces its
    list prices by 15% or more in a six month time frame; marketing specials or
    promotions do not qualify as a reduction of list price(s) as pertains to
    this clause.

-   AUSPEX reserves all rights not expressly granted.

2.2 PROPERTY RIGHTS.

A. Title. Title to all copyrights, patents, trademarks, trade names and trade
secrets contained in the Products and any documentation provided with the
Products, as well as any software contained within the Products, will at all
times remain with AUSPEX or its suppliers, as applicable. DISTRIBUTOR shall not
alter or remove any copyright notices or other proprietary notices on, or in,
any AUSPEX Products. DISTRIBUTOR shall not alter, tamper with, or otherwise open
AUSPEX Products packaging prior to delivery of the AUSPEX Products to
DISTRIBUTOR'S customers. DISTRIBUTOR is expressly prohibited from reverse
engineering, reverse assembling, and/or decompiling of the AUSPEX Products for
any purposes whatsoever, except as permitted by applicable law.

B. Trademarks and Trade Names. During the term of this Agreement, AUSPEX grants
to DISTRIBUTOR a non-transferable, royalty free license to use AUSPEX trade
names and trademarks solely in connection with DISTRIBUTOR'S promotion and sale
of Products, subject to AUSPEX' standard guidelines for the use of its
trademarks. Said license is sublicenseable to DISTRIBUTORs only with AUSPEX'S
consent. DISTRIBUTOR will cause to appear in any advertisement, publication,
public presentation, and external correspondence the appropriate designation for
AUSPEX products, either (C) or (R) or (TM), as applicable, for all copyrights
and trademarks related to AUSPEX Products. AUSPEX expressly prohibits any direct
or indirect use, reference to, or other employment of its name, trademarks, or
trade names, except as expressly provided for in this Agreement.

3 PROCUREMENT

3.1 ORDERS

DISTRIBUTOR shall order all Products by written purchase orders referencing this
Agreement and stating the quantity, Products, applicable prices, shipping
instructions, and requested delivery dates. DISTRIBUTOR may use its standard
purchase order form to



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order Products; however, the terms and conditions of this Agreement shall
supersede any different or additional terms on such purchase order except as
provided in paragraph A below:

A. Special Orders AUSPEX will recognize special circumstances that are expressly
stated and agreed between the parties hereto, such as, for example, DISTRIBUTOR
requesting a direct shipment to an end user, provided that such requests are
clearly documented on the purchase order and are expressly agreed between
authorized representatives of both parties. Except for those specially
authorized circumstances, no other terms shall be affected. Facsimile orders are
acceptable provided they are legible and complete. Authorizations for Electronic
Commerce (EC) order processing shall be documented in an addendum hereto.

B. Acknowledgement Orders shall be subject to written acknowledgement by AUSPEX
at its principal place of business. If AUSPEX considers it difficult to deliver
the Products on the delivery date specified in an accepted purchase order,
AUSPEX shall advise DISTRIBUTOR thereof within a ten (10) day period and the
parties shall discuss and determine a mutually acceptable alternative delivery
date. AUSPEX reserves the right to establish delivery schedules in accordance
with Product availability and DISTRIBUTOR'S credit status.

3.2 PRICES

With respect to any individual order, DISTRIBUTOR'S purchase price for AUSPEX
Products shall be calculated using the Applicable Price List, per Attachment I
hereto, that is in effect at the time such order is placed, less the DISTRIBUTOR
Discount which shall also be set forth in Attachment I. The difference between
DISTRIBUTOR'S price from AUSPEX and DISTRIBUTOR'S price to its customers will be
DISTRIBUTOR'S sole remuneration for the sale of the Products.

Auspex's Standard Practice(s) regarding Price Revisions are stated in Paragraph
A below. Subparagraphs i and ii incorporate specific clarifying language from
Bell's agreement in paragraphs 9c (i) & ii)

A.      Price Revisions The Applicable Price List may be revised from time to
        time by AUSPEX, and if commercially reasonable to do so, AUSPEX will
        provide a sixty (60) day advance notice to DISTRIBUTOR. If, however, no
        advance notice is provided, price increases shall not affect those
        unfulfilled (e.g. "unshipped") purchase orders accepted by AUSPEX prior
        to the effective date of the price increase and, further, shall not take
        effect for a period of sixty (60) days from the effective date of the
        Applicable Price List. Conversely, price decreases shall apply
        immediately to all pending, e.g. "unshipped" purchase orders, and on new
        orders, accepted by AUSPEX, on or after the date of the price decrease.
        Notwithstanding the above, only one Price List may be used to price any
        given order and orders must be priced completely from one Price List.
        Where price reductions have occurred after receipt of the purchase order
        and prior to shipment, AUSPEX shall credit DISTRIBUTOR for the
        difference between the invoice price charged to DISTRIBUTOR and the
        reduced price for each affected unit.

        (i)    Price Increases

               (a)    All back ordered Products from orders received and
                      accepted by Auspex prior to the effective date of the
                      price increase which were previously scheduled by
                      Distributor for shipment prior to the effective date of
                      the price increase, or within sixty (60) days following
                      the effective date of the price increase as shown in the
                      order for such Products, will be billed at the price in
                      effect prior to the increase.

               (b)    All Products ordered following and/or scheduled by
                      Distributor for shipment more than sixty (60) days from
                      the effective date of the price increase will be billed at
                      the new increased price.

               (c)    Distributor shall have the right to cancel, at no cost to
                      Distributor, any order of any Products affected by a price
                      increase, if it gives Auspex written notice of such
                      cancellations within ten (10) business days following the
                      effective date of the price increase.

        (ii)   Price Decreases


               (a)    When a list price decrease becomes effective, the new
                      price will apply to all unshipped items on Orders accepted
                      by Auspex prior to the effective date of the list price
                      decrease, and on new Orders accepted by Auspex on or after
                      the effective date of the list price decrease.

               (b)    Price Protection for Inventory Where AUSPEX has reduced
                      the published list price or increased the DISTRIBUTOR'S
                      discount, DISTRIBUTOR will be eligible for a credit for
                      the difference between the invoice price charged to
                      DISTRIBUTOR and the reduced price for each new and unused,
                      Product(s) in the original shipping container, that is
                      held in



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                      inventory by DISTRIBUTOR on the notification date for the
                      reduced price, up to a maximum of sixty (60)days previous
                      shipped purchases.

B. Issuance of Credits. For each Order for the Products as to which the above
paragraphs apply, Distributor may apply for a credit equal to the difference
between (a) the net purchase price paid by Distributor for such Product, less
any credits granted thereon by Auspex_, and (b) the new decreased price,
multiplied by the applicable quantity of each of such Products. Issuance of such
credit by Auspex is contingent upon Distributor's submitting to Auspex, not
later than thirty (30) days after the effective date of such price decrease, an
inventory report covering the affected Products, accompanied by a written
request for such credit. Auspex reserves the right to examine and inspect
Distributor" inventory and records pertaining to Products for which a credit is
claimed. Once Auspex has approved a credit for return by issuing a credit memo,
that amount can be deducted from DISTRIBUTOR's current account balance.

C. Taxes. Prices are exclusive of any sales, use, value-added, or excise taxes,
and any freight, transportation and insurance charges from the F.O.B. shipment
point unless expressly stated otherwise in accordance with the Applicable Price
List. AUSPEX will add any such taxes or charges to the invoice, unless, in the
case of taxes, DISTRIBUTOR supplies an appropriate tax exemption certificate in
a form satisfactory to AUSPEX.

3.3     CHANGE ORDERS AND CANCELLATIONS

        Auspex will endeavor to make Products available to Distributor as
        ordered, but Auspex reserves the right to accept or reject any Order or
        to ship all or part of any Order after the requested shipping date,
        which right shall not be exercised unreasonably. In the event of a
        shortage of any Product for any reason, Auspex shall have the right to
        allocate available Products among its customers, including Distributor
        and its customers, in such manner as Auspex may consider equitable,
        provided that Distributor is notified of such shortage at least ten (10)
        Business Days prior to any Acknowledged Shipping Date for such a
        product. Auspex may terminate an Order, in whole or in part, or extend
        an Acknowledged Shipping Date, for a Product that must be so allocated,
        provided it gives Distributor notice via email or telephone of such
        termination or the new Shipping Date at least ten (10) Business Days
        prior to such Acknowledged Shipping Date and such Acknowledged Shipping
        Date is not extended more than thirty (30) days without Distributor's
        approval.

        DISTRIBUTOR may use written change orders without penalty for orders
        that have not yet been acknowledged by AUSPEX, and shall use its
        reasonable efforts not to request delay of delivery of acknowledged
        orders. Likewise, AUSPEX shall use its reasonable efforts to reschedule
        the delivery date as requested by DISTRIBUTOR provided said change is
        received within fifteen (15) days or more before the Acknowledged or
        agreed delivery date. DISTRIBUTOR shall be permitted to cancel any order
        that is already acknowledged by AUSPEX; in which case, DISTRIBUTOR may
        be liable for cancellation fees equal to 5% of the order amount for
        Products cancelled within seven days of shipment.

3.4     DELIVERY

    A. Subject to acknowledgement, orders will be shipped F.O.B. AUSPEX point of
    shipment to the "Ship To" address set forth in Attachment I by the shipping
    method designated therein, or if drop shipped to end user destination, to
    the "Ship To" address as stated on the Purchase Order. DISTRIBUTOR shall be
    responsible for all risks of loss or damage after delivery to the carrier at
    the F.O.B. shipment point. International shipments from Auspex Subsidiary
    Corporation locations shall be per Incoterms 1990, Free Carrier e.g. FCA:
    Seller will deliver the Products, cleared for export, to buyer's carrier at
    a port of exit. Each Product will be deemed delivered at the time when the
    shipping and receiving document and itemized packing slip is signed off by
    an authorized agent at the shipping destination as indicated on the purchase
    order to AUSPEX.

    B. Risk of loss and title, except to licensed software, shall pass to
    DISTRIBUTOR upon delivery to the common carrier. DISTRIBUTOR has the option
    of selecting a carrier for transportation and delivery of Products, provided
    that if so stipulated by AUSPEX for certain products, it is a padded van
    carrier. DISTRIBUTOR will pay all costs relating to transportation, delivery
    and insurance, including any additional charges incurred due to expediting -
    said costs will be collected by the carrier upon delivery and billed to
    DISTRIBUTOR'S freight account number, e.g. "Freight Collect". DISTRIBUTOR
    will bear the risk of loss while the goods are in transit and will be solely
    responsible for filing claims relating to any lost or damaged goods.

3.5 INSPECTION & REJECTION OF PRODUCTS

DISTRIBUTOR shall inspect all Products promptly upon receipt and may reject any
Product that fails in any material way to meet the specifications set forth in
AUSPEX'S current published specifications for that Product. To reject a Product,
DISTRIBUTOR shall notify AUSPEX in writing or by electronic mail of its
rejection and request a Return Material Authorization ("RMA") number as
discussed in the Returns Section hereunder.



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3.6 SOFTWARE LICENSE

A.  End User License Terms

DISTRIBUTOR agrees to pass through to End Users the Software and AUSPEX End User
license agreement supplied by AUSPEX (e.g. Exhibit B hereto) exactly as ordered
and received from AUSPEX. Additionally, DISTRIBUTOR shall obtain a signed
agreement from any Auspex authorized sublicensee that ensures their agreement to
pass through the End User license agreement and to comply with the terms
thereof.

B.  License Grant

DISTRIBUTOR'S use of such Software shall also be subject to the terms and
conditions of the AUSPEX End User license agreement accompanying such Software:
DISTRIBUTOR shall have a non-exclusive, nontransferable license, to distribute
such Software as, or as incorporated within, a Product solely for the purpose of
(i) assisting DISTRIBUTOR's end user customers in installing such Software, (ii)
demonstrating Products to potential customers and (iii) supporting and
maintaining the Software for its customers. Said license grant is sublicenseable
to DISTRIBUTORs only with AUSPEX'S consent. Except with specific written
approval of Auspex management, DISTRIBUTOR or end user, shall not decompile,
reverse assemble, or otherwise attempt to derive source code from the Software.

C. Third Party Software. Certain software furnished by AUSPEX is provided under
sub license from third parties. DISTRIBUTOR agrees to execute, if applicable,
any software sub license agreement required by the third party (which typically
will be required for use of source code, or creation of derivative works
involving third party's proprietary code. Any payment, fees or royalties
required by the third party supplier to effect said sublicensed rights shall be
the DISTRIBUTOR's responsibility. In addition, DISTRIBUTOR agrees that no such
third party warrants the Software, assumes any liability regarding use of the
Software, or undertakes to furnish any support or information relating to the
Software.

3.7 PAYMENT TERMS

A.  Payment by Distributor to Auspex for each Order shall be made in U. S.
    dollars unless otherwise specifically quoted and agreed. Payment terms shall
    be the full invoiced amount payable within forty-five (45) days of the
    invoice date, e.g. net forty five (45). Any charge card orders, if accepted,
    are subject to authorization from the charge card Company. Check or wire
    transfer orders are subject to receipt of funds at the AUSPEX designated
    bank. For accounts 45 days and more past due, AUSPEX reserves the right to
    assess a finance charge at the rate of one and one-half percent (1.5%) per
    month or, if less, the maximum allowed by applicable law. For payments
    received within net fifteen (15) days of the invoice date, Distributor shall
    receive a 1.5% discount that will appear as a credit for future purchases.

B.  Payment shall be by check, letter of credit, cash in advance, C.O.D., wire
    transfer, or other credit terms, as determined by Auspex's credit department
    from time to time. Auspex reserves the right from time to time, in its sole
    discretion and without liability to Distributor, to establish and change,
    without notice, payment requirements and credit limitations based upon
    Distributor's financial condition and to delay and/or withhold shipment of
    specific Orders, or parts thereof, based upon these limitations. Distributor
    shall provide to Auspex such financial information concerning Distributor as
    Auspex may reasonably request from time to time.

C.  No offsets Any credits due DISTRIBUTOR from AUSPEX are not to be used as
    off-sets by DISTRIBUTOR from any current amount owed to AUSPEX without
    written authorization from AUSPEX.

4 AUSPEX OBLIGATIONS TO DISTRIBUTOR

4.1 STANDARD PRODUCT AND SALES SUPPORT A. Testing. AUSPEX shall test all
Products before shipment to DISTRIBUTOR. AUSPEX products are Underwriters
Laboratories (UL) & Canadian UL (cUL), European Product Safety and Emissions
Testing Body/Agency (otherwise known as "TUV"), Federal Communications
Commission (FCC) Class A, Voluntary Control Council for Interference by
Information Technology Equipment (VCCI) Part I, and Conformity European (CE)
compliant. AUSPEX will, upon request, provide copies of existing test data and
test reports; however, AUSPEX will not perform additional testing or provide
product compliance test resources.

B. Promotional Materials. AUSPEX will provide DISTRIBUTOR marketing and
technical information concerning the Products as well as reasonable quantities
of brochures, instructional material, advertising literature, and other Product
data, which may include artwork, photographs, and such available sales aids as
press releases, videotapes, and demonstration programs.

C. Training and Support. Sales training shall be offered in accordance with
AUSPEX's then current standard practices.



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<PAGE>   9

At the time of this Agreement, AUSPEX's standard training practices are as
follows:

Initial Training (Sales and Technical)

AUSPEX shall initially provide Product training for up to three (3) of
DISTRIBUTOR's sales employees and three (3) DISTRIBUTOR technical support
engineers (presuming DISTRIBUTOR, and not AUSPEX will be providing warranty and
post-warranty support to DISTRIBUTOR's customers). At AUSPEX's option, the
training will be conducted at the facilities of AUSPEX in the U.S. unless
otherwise specified by AUSPEX or mutually agreed in the interest of costs and
convenience to both parties. The training will require approximately one week:
The training shall be tuition free, but DISTRIBUTOR shall be responsible for all
travel and living expenses of its employees who take the training. In addition,
DISTRIBUTOR may be required to have two (2) DISTRIBUTOR employee representatives
attend each AUSPEX annual sales meeting and each AUSPEX new Product
introduction. Travel associated with the training of DISTRIBUTOR's employees or
attendance of the annual sales meetings may be reimbursed to DISTRIBUTOR's
accounts with Coop funds once those funds are issued by Auspex per Attachment I
hereto.

Continuing Sales Training

For the duration of the Agreement, DISTRIBUTOR may request additional training
for sales employees, and AUSPEX will continue to offer a reasonable amount of
tuition free sales training for DISTRIBUTOR's sales employees, assuming however,
the number of trainees, extent, and place for such training shall be at AUSPEX's
discretion and judgment based on known factors including DISTRIBUTOR's
performance hereunder. Specialized sales training may be subject to fees for
tuition using then current pricing of the Applicable Price List.

Continuing Technical Training

Additional technical support training will be provided at 20% off the U.S.
published list price for a maximum of 2 individuals per system sold. The
specific areas, class sizes, frequency of classes, and any costs associated
therewith are further identified in the Applicable Price List.

Special Training (e.g. Sales or Technical)

In the event DISTRIBUTOR requires sales or technical training at times or
locations that are not stipulated or agreed by AUSPEX, then DISTRIBUTOR shall in
addition to the instruction costs referred to above, pay the reasonable
out-of-pocket expenses, including transportation, food and lodging, of
instructors supplied by AUSPEX. Any additional training required enhancing
DISTRIBUTOR's capabilities, as a warranty and support provider for the Products
shall be provided by AUSPEX on a time and materials basis.


4.2 LIMITED WARRANTY

Auspex warrants each Product delivered to Distributor hereunder in accordance
with Auspex standard limited warranty with respect to each Product. Auspex's
current standard limited warranty for hardware and software is shown in
paragraphs A & B. below: Auspex reserves the right from time to time, in its
sole discretion and without liability to Distributor, to modify it standard
warranty or other policies. Each such modification shall be effective with
respect to any order received by Auspex after Distributor receives written
notice (which may be via email or website) of such modification.

A. HARDWARE.

AUSPEX warrants that for the applicable warranty period for the Product(s),
which for the NS2000 Series is one year, commencing on the date of delivery to
DISTRIBUTOR, Products shall be free from defects in material and workmanship and
when (i) operated in a suitable environment as specified in the appropriate
product description and (ii) properly maintained and operated, will perform in
accordance with AUSPEX's applicable published specifications. If a Product is
found not to meet this standard during the warranty period it will be repaired
or, at the option of AUSPEX, replaced.

B. SOFTWARE. AUSPEX warrants that the licensed Software shall substantially
conform to its published specifications, as they exist at the date of delivery,
for the applicable warranty period, which for the NS2000 Series is ninety (90)
days AUSPEX'S sole obligation under this warranty shall be limited to using its
best efforts to correct such defects and supply DISTRIBUTOR with a corrected
version of such licensed Software as soon as practical after DISTRIBUTOR has
notified AUSPEX of such defects. AUSPEX does not warrant that operation of any
of the licensed Software shall be uninterrupted or error free.

CHANGES IN THE PRODUCT NOT APPROVED BY AUSPEX SHALL VOID THIS WARRANTY. THIS
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE.

DISCLAIMER; AUSPEX SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, EVEN IF NOTICE HAS BEEN GIVEN OF THE POSSIBILITY OF SUCH
DAMAGES.

AUSPEX MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF AUSPEX
PRODUCTS OR AS TO SERVICE TO DISTRIBUTOR OR TO ANY OTHER PERSON, EXCEPT AS SET
FORTH IN AUSPEX LIMITED WARRANTY ACCOMPANYING DELIVERY OF THE PRODUCTS. AUSPEX
RESERVES THE RIGHT TO CHANGE THE WARRANTY



                                       9
<PAGE>   10

AND SERVICE POLICY SET FORTH IN SUCH LIMITED WARRANTY, OR OTHERWISE, AT ANY
TIME, WITHOUT FURTHER NOTICE AND WITHOUT LIABILITY TO DISTRIBUTOR OR TO ANY
OTHER PERSON.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPIED WARRANTIES, INCLUDING BUT
NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABIITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED BY AUSPEX.

4.3 "YEAR 2000 READINESS DISCLOSURE" PER UNITED STATES PUBLIC LAW 105-271
EFFECTIVE OCTOBER 19, 1998. AUSPEX products are "Year 2000 Compliant",
subject to the AUSPEX Definition of "Year 2000 Compliance" for the specific
Auspex Product, Product family or series that is provided on the AUSPEX website
and in the documentation that accompanies the Product. This disclosure assumes
that all upgrades as required by AUSPEX, have been performed. The Year 2000
Compliant performance is subject to the above cited AUSPEX standard warranty,
including all limitations, assumptions, and Disclaimers therein and herein.
Notwithstanding anything to the contrary herein, those laws of the U.S. shall
take precedence over any other country law pertaining to Year 2000 Compliance
issues

4.4 PATENTS AND COPYRIGHTS

AUSPEX will defend or settle at its expense and will pay the costs and damages
finally awarded against DISTRIBUTOR or its Customer in any action brought
against DISTRIBUTOR or its Customer alleging that the AUSPEX Products sold
pursuant hereto, or any of their parts manufactured by AUSPEX, infringe a Berne
Convention country patent that is in effect as of the effective date of this
agreement, provided that DISTRIBUTOR (i) promptly notifies AUSPEX in writing of
such action, (ii) provides AUSPEX with all reasonable assistance for the defense
or settlement of such action, and (iii) grants to AUSPEX sole authority and
control for the defense or settlement of such action. If a final injunction is
obtained against Customer in such action, AUSPEX will, At AUSPEX's option and
expense, either (i) procure for Customer the right to continue using such
Product or part, (ii) replace or modify such Product or part so that it becomes
non-infringing, or (iii) remove such Product or part and refund to Customer the
purchase price, as depreciated, and transportation costs. And credit to
Distributor the aggregate net purchase price paid for such Products purchased by
Distributor during the sixty (60) days prior to such credit being given,
provided that such Products for which the credit is given are new and unused and
in their original shipping carton and are returned to Auspex, at Distributor's
expense, within thirty (30) days of Auspex giving Distributor written notice of
its intention to provide such credit.

AUSPEX shall not have any liability to DISTRIBUTOR or its Customer and
DISTRIBUTOR shall defend and hold AUSPEX harmless against any expense, judgment,
or loss if the alleged infringement is based on the use of such Product or part
with products not manufactured by AUSPEX, if the alleged infringement is based
on modification of such Product or part other than by AUSPEX, or if the alleged
infringement is based on AUSPEX's compliance with DISTRIBUTOR or Customer's
design, specifications or instructions.

Except for the indemnity for third party claims as stated herein, in no event
shall AUSPEX's total liability to DISTRIBUTOR for costs or damages under this
paragraph exceed the sum paid to AUSPEX by DISTRIBUTOR for the allegedly
infringing Product.

THE FOREGOING STATES THE ENTIRE LIABILITY OF AUSPEX FOR PATENT, COPYRIGHT, OR
OTHER INTELLECTUAL PROPERTY INFRINGEMENT BY THE PRODUCTS FURNISHED UNDER THIS
AGREEMENT.

4.5 RETURNS

In addition to returns authorized under the warranty and termination paragraphs
hereto, AUSPEX will accept Product units returned from DISTRIBUTOR under the
following conditions: This provision shall not apply to any spare parts
transactions and is subject to the paragraph below entitled "Return Materials
Authorization (RMA) process and limitations."

A.  DISTRIBUTOR shall inspect all Products promptly upon receipt thereof and may
    reject any Product that fails in any material way to meet the specifications
    set forth in Auspex's current brochure for that Product, e.g. the published
    specifications. Any Product not properly rejected within thirty (30) days
    after receipt of that Product by DISTRIBUTOR ("Rejection Period") shall be
    deemed accepted. If DISTRIBUTOR ships any unit of a Product to its customer
    prior to expiration of the Rejection Period, then DISTRIBUTOR shall deem
    that unit accepted upon shipment. To reject a Product, DISTRIBUTOR shall,
    within the Rejection Period, notify Auspex in accordance with the process
    described in the paragraph below entitled Return Material Authorization
    (RMA) process.

B.  Product Discontinuance or Obsolescence. If AUSPEX notifies DISTRIBUTOR that
    it is discontinuing production of, or terminating support of a version of
    any Product in accordance with its end-of-life policy, DISTRIBUTOR may
    return Products which are in their original packaging, to AUSPEX for credit
    up to a maximum of sixty (60) days previous purchases subject to the
    following: Distributor may, within thirty (30) days of the effective date of
    any notification that a Product will become discontinued, request Auspex, in
    writing, to allow it to return any of such Product in its inventory in
    exchange for units of the Product replacing such discontinued Product with
    an aggregate net purchase price equal to or greater than the aggregate net
    purchase price of such discontinued Products or, if there is no replacement
    Product, credit at the net purchase price thereof. Upon receipt of such
    written request (which must identify the model and quantity of each



                                       10
<PAGE>   11

    Product to be returned), Auspex will determine whether the request meets the
    requirements with respect to discontinued Products, and, if it is in
    compliance therewith, will issue a Return Material Authorization ("RMA")
    number to Distributor authorizing the return of the discontinued Product
    Auspex will not accept the return of discontinued Products without first
    having issued a valid RMA number for the requested return. Distributor shall
    have the right to return a discontinued Product only if it is new and unused
    and is in its original shipping carton.

C.  Stock Rotation

(a)     At any time during the first 30 days following the end of Suppliers
        fiscal quarter during the time of the Agreement, Distributor may return
        for credit an amount of Products with an original purchase price not in
        excess of 10% of the aggregate purchase price of all Distributor's
        purchases during the preceding 90 days, one calendar quarter.

(b)     When Distributor desires to make a stock rotation, it will submit to
        Auspex a list, indicating the quantity and part number of the Product
        requested to be returned. All stock rotation requests must be
        accompanied by an Order for Products with an aggregate purchase price
        equal to or greater than the credit Distributor is to receive for such
        return. Upon receiving such list and related Order, Auspex will issue to
        Distributor a Return Material Authorization ("RMA") number for the
        return of the Product on the list and will process the related Order.
        Transportation (and duties) for the returned Products shall be paid by
        Distributor.

D.  Return Material Authorization (RMA) Process and Limitations:

    To return equipment, please call AUSPEX (888) 986-2000, Department of Sales
    Administration, for a Return Materials Authorization Number and
    instructions. DISTRIBUTOR will receive a written Return Material
    Authorization (which may be by electronic mail) from AUSPEX when DISTRIBUTOR
    provides the following information to AUSPEX: (i) Product to be returned,
    (ii) Quantity of each product to be returned, (iii) Reason for Return which
    shall be one of the following: Warranty, Rejection, Stock Rotation, Product
    Discontinuance, or Contract Termination.

    Product returned to AUSPEX shall be in its original shipping carton with the
    RMA number displayed on the outside of the carton and will be inspected upon
    delivery to AUSPEX. Return shall be refused if the Product units received do
    not match exactly what was reported to AUSPEX in the conditions stated
    above. For loaned product, warranty replacements, or properly rejected
    products where a replacement is requested, freight, both to Auspex, and
    returning to DISTRIBUTOR is paid by Auspex. For trade-ins, stock rotation,
    or returned inventory (such as obsolete Products), DISTRIBUTOR pays freight
    for return of shipments to Auspex. DISTRIBUTOR is responsible for any
    applicable reimportation costs.

    Limitations: In the instances above, such returns shall not exceed more than
    thirty percent (10%) of DISTRIBUTOR's purchases, in the applicable currency,
    occurring in the ninety (90) days immediately prior to the date of return.
    In the event any price decreases were effected that would apply to the
    returned items, the invoice price charged shall be utilized in arriving at
    the value of the returned items relative to the aforementioned not-to-exceed
    10% of the amount invoiced, which calculation shall effectively allow for
    additional Product to be rotated or returned.

5. OBLIGATIONS OF DISTRIBUTOR

5.1 PRODUCT PROMOTION

A.  Promotion Efforts and Sales Force. DISTRIBUTOR will maintain sufficient net
    worth and working capital, and will devote sufficient financial resources to
    perform fully and faithfully its obligations under this Agreement.
    DISTRIBUTOR will use its reasonable best efforts to develop the full sales
    potential of the Products within the Territory and will provide adequate
    sales personnel and promotional and office facilities to market,
    demonstrate, promote and sell the Products in the Territory.

B.  Demonstration Products (Equipment and Software)

DISTRIBUTOR shall have AUSPEX products at DISTRIBUTOR'S facility at all times
for demonstration purposes. The demonstration system(s) shall be the most
current model of AUSPEX's primary Product line(s). Any details agreed to between
the parties, regarding these Products shall be addressed in Attachment I hereto.

C.  Installation and Services Options (refer to Exhibit E)

i) If mutually agreed, DISTRIBUTOR will reference sell AUSPEX support and
service contracts (including warranty upgrades). Support descriptions and terms
shall be based on AUSPEX's then current standard offerings. Pricing for support
and services provided by AUSPEX, will be in accordance with AUSPEX's then
current standard applicable Price List.

ii) If DISTRIBUTOR is an authorized support provider for the Products,
DISTRIBUTOR shall have the responsibility to install the Products, test the
installed Products, service and repair the Products, and train its customers
with respect to the Products sold. These services shall be performed only by
specially and properly AUSPEX trained personnel directed by DISTRIBUTOR.



                                       11
<PAGE>   12

DISTRIBUTOR shall maintain a properly equipped service department as required
and shall keep on hand, at all times, accessories and equipment sufficient to
meet the needs of the Territory, as well as a complete and adequate supply of
spare parts, as recommended by AUSPEX from time to time, to properly service
Products used in the Territory.

5.2 NOTIFICATION

DISTRIBUTOR will notify AUSPEX in writing of any claim or proceeding that
involves the Products or this Agreement within ten (10) days after DISTRIBUTOR
learns of such claim.

5.3 REPORTING

A. Annual Sales Plan and Monthly Forecasts

DISTRIBUTOR shall provide an Annual Sales Plan to AUSPEX within thirty (30) days
of this Agreement which shall include the first months sales activity.
Thereafter, DISTRIBUTOR shall provide monthly non-binding forecasts of sales
thirty (30) days in advance of each monthly period and shall update these
forecasts on a monthly basis.

B. Monthly Sales Report

By the last calendar day of each month, DISTRIBUTOR will submit a sales out and
inventory report to AUSPEX, covering DISTRIBUTOR'S prior fiscal month ending
20th of each month. Both reports shall include the product name, product number,
part number, serial number and number of inventory units. The sales out report
shall also include the actual sales and account name including country. In
instances where DISTRIBUTOR sells through an AUSPEX U.S. General Services
Administration (GSA) contract vehicle, DISTRIBUTOR must also provide AUSPEX with
a copy of the Purchase Order.

C. Financial Reporting

DISTRIBUTOR shall promptly provide AUSPEX with written notice of any material
adverse change in its financial condition or prospects and of any transaction
affecting the controlling ownership of its capital stock. When requested,
DISTRIBUTOR will provide quarterly financial statements to AUSPEX.

5.4 EXPORT

DISTRIBUTOR agrees that the Products or any technical data or information
supplied by AUSPEX hereunder shall not be resold, re-exported or otherwise
transferred by DISTRIBUTOR to third parties, where such should constitute a
violation of the export control regulations of the USA or any other country of
export. DISTRIBUTOR further agrees to advise its customers that AUSPEX products
are controlled commodities which may not be re-exported without permission of
the United States Bureau of Export Administration.

If an Export License is required by AUSPEX, DISTRIBUTOR agrees to supply AUSPEX,
on a timely basis, with such information and documentation as shall be necessary
to apply for export clearance and approvals. And, DISTRIBUTOR shall, at its own
expense, pay all import and export licenses and permits, pay customs charges and
duty fees, and take all other actions required to accomplish the export and
import of the Products purchased by DISTRIBUTOR. Other actions shall include
product compliance testing as required by the import destination, including, but
not limited to, product safety and Electromagnetic Compatibility (EMC).

5.5 REPRESENTATIONS AND WARRANTIES

DISTRIBUTOR agrees that any and all warranties it may make to its customers
shall be made solely by DISTRIBUTOR and that DISTRIBUTOR shall not make any
representations or warranties to its customers on behalf of AUSPEX. DISTRIBUTOR
shall not make any false or misleading representations to customers or others
regarding AUSPEX or the Products and DISTRIBUTOR shall not make any
representations, warranties or guarantees with respect to the specifications,
features or capabilities of the Products that are not consistent with AUSPEX's
documentation accompanying the Products or AUSPEX's literature describing the
Products. DISTRIBUTOR represents and warrants that it shall not knowingly use or
resell the products for those prohibited purposes requiring fault-tolerant
performance as described in Exhibit B, "Right To-Use Software License".
DISTRIBUTOR further warrants that it shall ensure that any other end users of
Products are provided with a notice substantively similar to that set forth
therein.

DISTRIBUTOR agrees to indemnify defend and hold AUSPEX harmless for any cost,
damage, expense or liability arising out of any activities with its subsidiaries
or affiliates to include warranties and/or representations made by DISTRIBUTOR
including damages arising out of or in connection with the negligent
installation of Products by DISTRIBUTOR or its customers, or use of an
application in connection therewith, whether alone or in combination with
Products or any other product or service.

6. MUTUAL OBLIGATIONS

6.1 CONFIDENTIAL INFORMATION

In the performance of this Agreement, either party may disclose to the other
party hereto certain information which is identified and marked as
"confidential," "proprietary" or in a similar manner ("Confidential
Information"). Both parties agree that it shall not disclose Confidential
Information to any third party, and that it shall use Confidential Information
only for the purpose of the Agreement and limit internal disclosure of
Confidential Information to those employees who have a need to know and who have
been



                                       12
<PAGE>   13

made aware of the obligations under this section concerning such Confidential
Information.

Neither party shall have any obligation to protect Confidential Information
which was in the rightful possession of, or independently developed by the
recipient, or information which was or becomes part of the public domain through
no act or omission hereunder.

Because disclosure of confidential information is likely to result in
irreparable harm to the originator, and because remedies at law would be
inadequate, the parties agree that the originator will be entitled to injunctive
relief without prejudice to any other rights and remedies.

6.2 INSURANCE

Throughout the term of this Agreement, both parties agree to maintain sufficient
liability and property damage insurance, and if requested shall provide to the
other party, representative Certificates of Insurance reflecting all insurance
coverage. And, If requested, each party shall name the other party as an
additional insured under its policy (i.e. Insurance Form CG 2010 or its
equivalent). Exhibit D hereto is AUSPEX's insurance certificate, which shows
the recommended coverage for both parties hereto. If a party is unable to comply
with the aforementioned request because it is self-insured, an authorized
representative shall provide a statement to the other Party assuring that the
levels of self-insurance meet or exceed the recommended coverage.

6.3 GOVERNMENT CONTRACTS

Government Approvals and Requirements

To the extent that from time to time, DISTRIBUTOR is bound by law or regulation
to provide products that conform to specifications or other terms required by
any government that may affect the Products provided hereunder, DISTRIBUTOR is
responsible to inform Auspex of said requirements sufficiently in advance and in
sufficient detail to allow Auspex to assess the requirements for commercial
reasonableness, and determine whether, at its sole option, Auspex can comply, or
will endeavor to comply with said requirements. Auspex's efforts to comply with
said specifications shall be subject to an equitable adjustment to the purchase
price for the Products and/or payment of the non-recurring fees as agreed by
Auspex.

Moreover, if at any time any government or agency having jurisdiction over
either party hereto should require, directly or indirectly, any alteration or
modification of any term or condition of this Agreement or of the performance by
the parties under this Agreement in a manner which has a material adverse effect
on the other party hereto, then that party which suffers from such alteration or
modification may give written notice to the other party setting forth its
objection to such alteration or modification and requesting consultation between
the parties hereto relative to such alteration or modification. Not later than
thirty (30) days after the giving of such notice, the parties shall discuss in
good faith the possibilities of a mutually satisfactory resolution of such
objection; provided, however, that if the parties hereto fail to reach agreement
in writing on any mutually satisfactory resolution within ninety (90) days after
the date of giving of such notice of objection, the aggrieved party shall have
the right to terminate this Agreement, on a second written notice to the other
party. The parties acknowledge and agree that, in the event of any such
termination pursuant to this section, the party which elects to terminate shall
not incur any liability to the other party for any alleged default in the
performance of this Agreement arising from the exercise of its termination
rights under this section.

6.4 AUSPEX COMMERCIAL POLICY PERTAINING TO COMPLIANCE WITH FOREIGN CORRUPT
PRACTICES ACT

A. No Unauthorized Payments.

AUSPEX and DISTRIBUTOR each agrees that it will not, in connection with this
Agreement or its performance hereunder, directly or indirectly offer, pay,
promise to pay or authorize the payment of any money or other consideration to
any government official or to any person, while knowing or having reason to know
that all or a portion of such money or other consideration will be offered,
given or promised, directly or indirectly, to a government official for the
purpose of: i. influencing any act or decision of such government official,
including a decision to fail to perform his or her official functions; or ii.
inducing such government official to use his or her influence with any
government or instrumentality thereof to affect or influence any act or decision
of such government or instrumentality, to assist AUSPEX or DISTRIBUTOR in
obtaining or retaining business or directing business, to any other party.

B. Government Official

As used in this Section, the term "government official" means any officer or
employee of any government or any department, agency, instrumentality or
wholly-owned corporation thereof, or any person acting in an official capacity
for or on behalf of any such government or department, agency, instrumentality
or wholly-owned corporation thereof, or any candidate for political office.

C. Notification.

DISTRIBUTOR shall notify AUSPEX immediately of any extortive solicitation,
demand, or other request for anything of value, by or on behalf of any
government official or employee of any government and directed to DISTRIBUTOR
related to the Product.

7. LIMITATION OF LIABILITY.

This Agreement allocates the risks of the marketing, sales and use of the
Product between AUSPEX and DISTRIBUTOR. AUSPEX



                                       13
<PAGE>   14

and DISTRIBUTOR recognize and acknowledge such allocation as fair, and
adequately reflected in the purchase price of the Hardware and license fees for
Software provided under this Agreement.

EXCEPT AS OTHERWISE PROVIDED FOR BY THOSE EXPRESS WARRANTIES AND INDEMNIFICATION
PROVISIONS HEREIN,

A. AUSPEX's MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY AND ALL CLAIMS COMBINED, SHALL NOT EXCEED THE TOTAL SUMS RECEIVED
BY AUSPEX AS PURCHASE PRICES OR LICENSE FEES FOR PRODUCTS PROVIDED UNDER THIS
AGREEMENT.

B. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR LOSS
OF PROFIT, LOSS OF USE, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNDER
ANY CAUSE OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT
APPLY TO EITHER PARTY'S BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN
SECTION 6 ABOVE, OR TO DISTRIBUTOR's EXCEEDING THE SCOPE OF ITS AUTHORITY UNDER
SECTION 2A ABOVE OR THE LICENSES IN EXHIBIT B. THE PARTIES ACKNOWLEDGE THAT
NOTHING IN THIS SECTION 7 SHALL LIMIT A PARTY'S OBLIGATION TO PAY AMOUNTS
ALREADY DUE AND OWING TO THE OTHER PARTY.

C. EXCEPT WHERE EXPRESSLY PROHIBTED BY LAW, THE LIMITATIONS IN THIS SECTION
SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

D. CLAIMS BY EITHER PARTY FOR CONTRIBUTION FROM THE OTHER PARTY FOR THIRD-PARTY
BODILY INJURY, PROPERTY DAMAGE, OR LOSS ARE NOT WAIVED, RELEASED, OR DISCLAIMED.

E. NO ACTION OR CLAIM RELATING TO THIS AGREEMENT MAY BE INSTITUTED MORE THAN ONE
YEARS AFTER THE EVENT GIVING RISE TO SUCH ACTION OR CLAIM.

8.  DURATION AND TERMINATION OF AGREEMENT

8.1 TERM AND TERMINATION

        This Agreement shall be effective on the later of the dates executed by
the respective parties and continue for a period of one year and shall
automatically renew for one (1) year terms, except that either party may
terminate this Agreement after the initial term upon sixty (60) days written
notice to the other party, or if mutually agreed, and subject to the surviving
terms herein, at any time with at least sixty (60) days notice to the other
party. Renewals may be subject to performance based on established achievement
target(s) as well as changes in terms then generally made available by AUSPEX to
its DISTRIBUTOR customers.

This Agreement may only be terminated as specifically provided for elsewhere in
this Agreement or by either party, at its option, upon written notice to the
other party, if the other party:

(i)     fails to cure a material breach of this Agreement within thirty (30)
        days after receiving written notice from the nonbreaching party
        specifying the breach and the intention to terminate if not cured.

(ii)    becomes insolvent, executes an assignment for the benefit of creditors,
        ceases operations, dissolves or becomes subject to a receivership
        proceeding, or if a voluntary or involuntary petition under the
        Bankruptcy Act is filed by or against such party.

8.2 OBLIGATIONS UPON TERMINATION

Within thirty (30) days following termination or expiration of this Agreement,
DISTRIBUTOR shall comply with a written certificate, signed by a duly authorized
representative of DISTRIBUTOR, attesting that all copies of the Product in
DISTRIBUTOR's possession or under its control have either been returned to
AUSPEX or have been destroyed and that DISTRIBUTOR has not retained any copies
of the Product. Notwithstanding the foregoing, DISTRIBUTOR shall retain
sufficient rights and copies of the Licensed Product to fulfill any then
existing End User support obligations; but only to the extent and for the time
such End User support obligations exist.

8.3 NO EFFECT ON END USER LICENSES

End User Licenses properly granted pursuant to this Agreement shall not be
diminished or abridged by termination of this Agreement for whatever cause.

8.4 ACTIONS ON TERMINATION

Upon termination or expiration of this Agreement;

        (i)    all unshipped orders will automatically be canceled;

        (ii)   all outstanding invoices from Auspex to Distributor will
               automatically become due and payable on the effective



                                       14
<PAGE>   15

               date of termination; and

        (iii)  DISTRIBUTOR will cease using any AUSPEX trademark or trade name
               and, within thirty (30) days of termination or expiration of this
               Agreement, will return all such items to AUSPEX.

        (iv)   DISTRIBUTOR will promptly return to AUSPEX all Confidential
               Information, which is in its possession, or control for any
               reason or purpose.

8.5 AUDIT RIGHTS

DISTRIBUTOR shall keep accurate records, books of account and/or logs in
accordance with generally accepted accounting practice with respect to the
Licensed Product. During the term of this Agreement and during the one (1) year
period immediately following termination of this Agreement, DISTRIBUTOR shall,
upon thirty (30) days written notice, make available the aforementioned records
for auditing on behalf of AUSPEX by an independent auditor provided that such
audits shall occur during DISTRIBUTOR'S regular business hours and no more
frequently than once every twelve (12) months. Such audits will be held in
confidence, and the auditor will disclose to AUSPEX only that information
necessary to verify DISTRIBUTOR'S compliance with its obligations herein. AUSPEX
shall bear all costs associated with any such audits, except when an audit
reveals an underpayment which exceeds ten percent (10%) of the total amount owed
during the audit period; in which case, DISTRIBUTOR shall reimburse AUSPEX for
all costs in conducting such audit.

8.6 SURVIVAL OF CERTAIN TERMS

Either parties obligations to pay the other any amounts due hereunder, as well
as the rights and obligations under Section(s): 3 (excluding 3.2 and 3.3), 4, 5
(excluding 5.1, & 5.3), 6 (excluding 6.2), 7, 8, and 9 will survive termination
of this Agreement.

9 GENERAL

9.1 PRESS RELEASE

DISTRIBUTOR will make no public press release or statement covering this
Agreement or the subject matter hereof without first obtaining AUSPEX prior
consent which consent will be evidenced by each party having an appropriate
corporate officer affix his/her signature to the text of the proposed release.

9.2 ASSIGNMENT - BINDING EFFECT.

This Agreement inure to the benefit of, and shall be binding upon, the parties
hereto and their respective successors and assigns, but neither party may
subcontract, assign or delegate any of its duties under this Agreement without
the prior written consent of the other, except that each party may assign this
Agreement to an entity into which it has merged or which has otherwise succeeded
to all or substantially all of its business and assets, and which has assumed in
writing or by operation of law its obligations under this Agreement. Any
attempted assignment in violation of this section shall cause this Agreement to
terminate immediately and automatically.

9.3 ATTORNEYS FEES In the event either party in connection with this Agreement
brings any litigation, reasonable attorneys' fees and costs will be awarded to
the prevailing party in the event of any dispute involving the enforcement or
interpretation of this agreement.

9.4 NOTICES

    All notices and demands hereunder will be in writing and will be deemed
served when delivered or, if delivery is not accomplished by reason of some
fault of the addressee, when tendered at the address indicated on the first page
of this Agreement, or to any other address designated by written notice in the
manner provided herein.

9.5 ENTIRE AGREEMENT. Each party acknowledges that it has read this Agreement
and agrees to be bound by its terms and that the Agreement is the complete and
exclusive understanding between the parties with respect to its subject matter,
and supersedes all previous understandings, negotiations and proposals whether
oral or written. This Agreement may not be released, discharged, supplemented,
interpreted, amended or modified in any manner except by an instrument in
writing signed by a duly authorized representative of each party.

9.6 WAIVER. No waiver of any breach of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision of this Agreement.

9.7 SEVERABILITY. In the event that any provision of this Agreement should, for
any reason, be held by a court of competent jurisdiction to be illegal, invalid
or unenforceable, the remaining provisions shall not be affected or impaired
thereby and shall remain in full force and effect.

9.8 FORCE MAJEURE.



                                       15
<PAGE>   16

Neither party shall be liable for any loss, damage or penalty resulting from
delays or failures in performance (other than payment obligations) when such
failure or delay is caused by or arises from causes beyond the control or
reasonable control of the obligated party, including, without limitation, acts
of God, fire, explosion, flood, war, invasion, riots, strikes, or governmental
laws, orders or regulations, including supplier delays due to industry wide
shortages of materials or labor, provided however that the party so affected
shall use its reasonable best efforts to give notice to the other party and
avoid or remove such causes of nonperformance, and shall continue performance
hereunder with dispatch whenever such causes are removed.

9.9 EXECUTION OF AGREEMENT AND CONTROLLING LAW

This Agreement shall be governed by and interpreted in accordance with the laws
of the State of California, United States of America, excluding its conflict of
laws principles to the extent they would apply the laws of another jurisdiction
and excluding the United Nations Convention on Contracts for the International
Sales of Goods. Agreements issued by Auspex Subsidiary Corporations shall be
governed by the laws of the country where the Subsidiary Corporation is located.

9.10 ENGLISH LANGUAGE

This Agreement is in the English language only, which language shall be
controlling in all respects, and all versions hereof in any other language shall
be for accommodation only and shall not be binding upon the parties hereto. All
communications and notices made or to be made or given pursuant to this
Agreement, unless otherwise provided for herein, shall be in the English
language. All training, support, maintenance, and other materials shall be
provided by AUSPEX in English.



ATTACHMENTS AND EXHIBITS FOLLOW:



                                       16
<PAGE>   17

                                  ATTACHMENT I

This Agreement is between DISTRIBUTOR and AUSPEX Systems, Inc., (US Tax ID
93-0963760).


TERRITORY SHALL BE:

NORTH AMERICAN, INCLUDING UNITED STATES, CANADA AND PER NAFTA, MEXICO, AND SOUTH
AMERICA, EXCEPT FOR THE FOLLOWING MARKETS AND /OR TERRITORIES WHERE AUSPEX HAS
EXCLUSIVE RELATIONSHIPS, SPECIFICALLY LIMITED TO THE OIL AND GAS INDUSTRY:

-  The Republic of Mexico.

-  Central America and South America, as defined by the following countries:

Argentina, Belize, Bolivia, Brazil, Colombia, Costa Rica, Cuba, Chile, Dominican
Republic, El Salvador, Ecuador, French Guiana, Guatemala, Guyana, Haiti,
Honduras, Nicaragua, Panama, Paraguay, Peru, Suriname, Uruguay, and Venezuela.

Definition of "Oil and Gas Industry": is to include End-Users involved in the
exploration for oil and gas, and/or development and/or sale of products specific
to the exploration and development of oil and gas.

SUPPORT RESPONSIBILITY ( SEE EXHIBIT E-1 FOR MORE INFORMATION ON SUPPORT
REQUIREMENTS) AUSPEX SHALL REMAIN RESPONSIBLE FOR SUPPORT WITHIN THE UNITED
STATES OF AMERICA

Auspex requires that you confer with the Auspex Vice President for Service
Manager prior to making a commitment for service in international territories:
In general, Auspex can provide first call support anywhere, worldwide; and
Auspex desires to maintain responsibility to provide the support and maintenance
for its products in the United States and Canada.

For other Territories, where agreed between the parties, Bell Microproducts may
be responsible for first call support, subject to an Auspex Authorized Support
Provider Addendum to this contract; and, in addition, Bell Micro products may be
required to provide on-site support on a case by case basis in those
international territories where Auspex does not already have a support presence.

RESTRICTIONS ON PRODUCTS OFFERED BY AUSPEX FOR RESALE (IF ANY)

[ ] No restrictions

APPLICABLE PRICE LIST (THEN CURRENT VERSION)

[ ] US & North America  (U.S. Dollars)  All dollar amounts in this Agreement are
    in U.S. dollars (Applies)

[ ] OR Auspex International Price List  (indicate country and currency)

DISCOUNTS FROM THEN CURRENT APPLICABLE LIST PRICES:

Discounts are applied to List Prices. Trade-in credits are applied after
discount.

Category A discounts apply to all systems, peripherals, and software included in
a new system order.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                       CAT R
                                          CAT B                     THIRD PARTY
                                          LOOSE                      PRODUCT(S)
                            CAT A       OPTIONS &       CAT C        "RESOLD"
*******DISTRIBUTORS        SYSTEMS     PERIPHERALS     SOFTWARE      BY AUSPEX
--------------------------------------------------------------------------------
<S>                        <C>         <C>             <C>          <C>
      DISTRIBUTORs
For NS2000 Series Only       40%           25%            25%            *


--------------------------------------------------------------------------------
</TABLE>

*For Category "R" Products, offered for sale by Auspex through DISTRIBUTORs'
discount may vary based on the specific Product. Some Third Party Products may
not be offered through Auspex channels.



                                       17
<PAGE>   18

        Attachment I continued:

        Clauses included related to Co-op, Market Development Funding

CO-OP AND MARKET DEVELOPMENT FUNDING GUIDELINES


CO-OP

Auspex ("Manufacturer") has developed the following guidelines to support the
advertising and cooperative marketing efforts of Distributor with the intention
of increasing sales of the Products:

1. Earning Co-op Funds

Co-op funds will be earned and accrued by Distributor on a monthly basis at a
rate equal to one percent (1%) of net sales (net of returns, discounts and
credits) during each month.

2. Spending Co-op Funds

Distributor may use Co-op funds to pay for up to 100% of advertising and
promotions (which may internal expenses) which feature the Products, provided
this percentage is agreed in advance and Auspex products receive more than 50%
of the sales focus of the event or advertisement. Distributor will propose
programs for projects for Co-op funding to Manufacturer. Manufacturer will
respond to Distributor within ten (10) business days of its receipt of the
proposal with approval or rejection. Co-op funds which are unused within six
months following the month in which the funds are accrued will expire and the
accrual will be reversed.Co-op funds may be used to reimburse Distributor's
employee travel to Auspex required training and/or sales meetings.

3. Claiming and Reporting Co-op Funds

Distributor will claim Co-op funds within ninety (90) days of the date of the
Co-op event. Distributor shall submit Co-op claims with a copy of Manufacturer's
prior approval and Distributor's proof of performance of the Co-op event. Co-op
Credit will be granted to Distributor from Manufacturer within thirty (30) days
of date on which the Co-op claim is received by APPROVED BY Manufacturer.
Manufacturer will provide a monthly report detailing Co-op funds earned, used,
claimed-pending, and claimed-paid.(Receipts are required).

MARKETING DEVELOPMENT FUNDING

In order to further capitalize on market opportunities, Manufacturer and
Distributor may elect to enter into specific sales campaigns which require
market development funding (MDF). Manufacturer's contribution to such MDF will
be a maximum of 1% of net revenues (as defined above) in the previous six
months. MDF is in addition to Co-op and is subject to the same terms and
conditions as detailed above for Co-op funds, except that MDF funds are to be
used only for external promotional activities.



                                       18
<PAGE>   19

Attachment II

Distributors Annual Sales Plan is included as Appendix A and is incorporated
herein:

           Monthly Forecasts shall be sent to the assigned Auspex Account
           Representative and any other requested cc's on 26th of each month.

           THE AUSPEX ACCOUNT EXECUTIVE FOR THIS AGREEMENT IS JOHN PEED
           -TELEPHONE IS 530-878-7306 EMAIL IS jpeed@corp.auspex.com

           Contact 1. 408.566.2393 for necessary updates re: the responsible
           Auspex Account Executive


Auspex Quarters are as follows: Qtr 1 is 7-1 thru 9/30: Qtr 2 is 10/1 - 12/31:
Qtr 3 is 1/1 thru 3/31: Qtr 4 is 4/1 - 6/30.

Bell Microproducts, Inc., FY begins __________; therefore, Auspex QTR 1 is Bell
Microproducts, Inc., Qtr # ___.


The Agreement is starting in Auspex mid- Quarter # 2, 2000


Based on the Plan provided, the annual forecast (for period beginning November
2000 through December 31, 2001 using Auspex Quarters is as follows:

Auspex Quarter # 2      $  500,000       = two Auspex systems (NS2000) as quoted
Auspex Quarter # 3      $1,000,000
Auspex Quarter # 4      $2,000,000
Auspex Quarter # 1      $2,500,000
Auspex Quarter # 2      $3,500,000

It is agreed this Initial Order will occur within ten (10) business days of this
Agreement becoming effective.

Additional Specific Agreements regarding Bell's Plan and the type of equipment
purchased is shown below:



                                       19
<PAGE>   20

Attachment I continued:

FOR FIRST OR SECOND CALL SUPPORT OPTIONS AND DISCOUNTS, SEE EXHIBIT E-1 ADDENDUM
ATTACHED HERETO (for International Use).



NAMED AUSPEX SERVICE PROVIDERS (IF OTHER THAN AUSPEX):

NCR IN THE US



----------------------------------------------------------------------
AUSPEX BASIC WARRANTY FOR PRODUCTS:

                      Hardware             Telephone Software Support
                                           (Note 2)

Auspex 4Front (TM)
   NS2000             365 days (Note 1)    90 days



Note 1) with next day support
Note 2) 8:00AM - 5:00PM
----------------------------------------------------------------------



                                       20
<PAGE>   21

                                    EXHIBIT A

                    AUSPEX PRODUCTS AND APPLICABLE PRICE LIST

               To be provided to DISTRIBUTOR by Account Executive



                                       21
<PAGE>   22

                                    EXHIBIT B
             AUSPEX SYSTEMS, INC. RIGHT-TO-USE SOFTWARE LICENSE FOR
                          AUSPEX 4FRONT (TM) PRODUCTS

INTRODUCTION: This "Right-To-Use" Software License is granted by, and applies to
the software and documentation ("the Software") provided with equipment
manufactured by Auspex Systems, Inc., in Santa Clara, CA, USA ("Auspex").
Whether you or a designated distributor, DISTRIBUTOR, or lessor was responsible
for the purchase, Auspex requires that as an end-user of the equipment you
("Licensee") will abide by the terms that Auspex and its third party licensors
and suppliers, delineated in the Trademarks section herein, require for use of
their patented technology and proprietary software programs. This agreement is
between Auspex and Licensee.

USE OF THE SOFTWARE INDICATES THAT LICENSEE HAS READ THIS SOFTWARE LICENSE,
LICENSEE UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND RESTRICTIONS.
LICENSEE FURTHER AGREES THAT THIS LICENSE IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF LICENSEE'S AGREEMENT WITH AUSPEX SYSTEMS, INC. AND SUPERSEDES ANY
PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS
RELATING TO THE SUBJECT MATTER OF THIS LICENSE. THE TERMS BELOW SET FORTH THE
OBLIGATIONS OF LICENSEE. IF LICENSEE IS UNWILLING TO AGREE TO THE TERMS STATED
HEREIN, LICENSEE MAY RETURN THE SOFTWARE, UNUSED, WITHIN FIFTEEN (15) DAYS OF
PURCHASE, AND LICENSEE WILL RECEIVE A REFUND OF ANY MONIES PAID FOR THE
SOFTWARE.

OWNERSHIP: Auspex and/or its licensors, or suppliers retain title, ownership,
and the intellectual property rights in and to the Software. The Software is
protected by United States copyright, patent, and trade secret laws, and
international treaty provisions.

1. LICENSE TO USE: Licensee is granted only a non-exclusive and non-transferable
license ("License") to use the object code version of the operating system
software, or stand-alone (e.g. optional product) software, set forth in the
Auspex Product Price List ("Software") on the single base system or expansion
system node(s) with which the Software was provided and for which the
appropriate license fee is paid. Auspex shall provide necessary password(s) or
the registration number corresponding to the number and type of licenses listed
on the purchase order or Auspex's sales order or invoice. The License applies to
any derivative works of the Software by Licensee, and to any modifications,
enhancements, and extensions provided by Auspex to Licensee. The License also
grants the right to use documentation such as on-line system operating
instructions and/or user manuals for the same equipment or optional software
products.

This License grants no title or ownership rights for the Software to Licensee or
any other person or organization. No license to any improvements, modifications,
enhancements, or updates to the Software that are a separate software product
are granted herein. Updates, if available, may be licensed at Auspex's then
current standard pricing, terms and conditions.

2. RESTRICTIONS: Software is copyrighted and Auspex and/or its suppliers or
licensors retains title to all copies. Licensee shall not make copies of
Software, other than a single copy of Software programs for archival purposes
and, if applicable, Licensee may, for Licensee's internal use only, make one
backup copy that is retained with the equipment for which it was purchased.
Licensee may print additional copies of on-line documentation, provided that all
proprietary rights notices that appear on or in the original licensed version of
the Software shall be reproduced and remain intact on any copies made. No right
to any source code is granted. Licensee shall not modify, decompile,
disassemble, decrypt, extract, or otherwise reverse engineer or otherwise
manipulate the Software programs so as to derive source code without specific
written authorization from an officer of Auspex.

Licensee may not transfer, rent, or distribute the Software. However, Licensee
may physically transfer the Software and this License to another party only if
(i) Licensee has the written concurrence of Auspex and (ii) all related hardware
products are transferred along with the Software, and (iii) the other party
accepts the terms and restrictions of this License, and (iv) all copies of
Software that are not transferred to the other party are destroyed or returned
to Auspex, and (v) Licensee complies with all applicable laws including any
import/export control regulations. Any transfer in violation of this section
shall be void.

3. CONFIDENTIALITY: Software is confidential and proprietary information of
Auspex and/or its licensors and suppliers. Licensee agrees to take adequate
steps to protect Software from unauthorized disclosure or use. Adequate steps
include reasonable care to protect the Software, and may include obtaining
non-disclosure agreements from any parties that may have access to the Software
during its proper use.

4. WARRANTY: Auspex warrants that each Software program shall substantially
conform to its users' manual, including Year 2000 Compliance as defined therein,
as it exists at the date of delivery, for a period of ninety (90) days from the
date of delivery. Auspex's sole obligation under this warranty shall be limited
to using its reasonable efforts to correct defects for which Licensee provide
notice to Auspex within the warranty period, and supply Licensee with a
corrected version of Software as soon as practicable. Auspex does not warrant
that (l) operation of Software shall be uninterrupted or error free or (2)
functions contained in Software shall operate in the combinations, which may be
selected for use by Licensee or meet Licensee's requirements. Auspex's warranty
obligations shall be void if Software is modified without the written consent of
Auspex.

5. DISCLAIMER OF WARRANTY: EXCEPT FOR THE ABOVE STATED 90-DAY WARRANTY, THERE
ARE NO OTHER WARRANTIES OF ANY KIND, AND THE SOFTWARE PROGRAMS AND DOCUMENTATION
ARE PROVIDED TO LICENSEE "AS IS". THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR
NON-INFRINGEMENT.



                                       22
<PAGE>   23

6. LIMITATION OF LIABILITY: IN NO EVENT WILL AUSPEX AND/OR ITS LICENSORS OR
SUPPLIERS BE LIABLE FOR ANY LOST REVENUES OR PROFITS OR DATA OR OTHER SPECIAL,
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF
THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN
IF AUSPEX AND/OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. In no event shall Auspex's liability to Licensee, whether in
contract, tort (including negligence) or otherwise, exceed the license fee
charged by Auspex for the Software.

7. LIFE ENDANGERMENT APPLICATIONS: Licensee understands that the Software is not
designed or manufactured to be fault tolerant. Therefore, the Software will not
be used as on line control equipment in high risk activities or environments
that require fail-safe performance or where the failure, malfunction, or lapse
in the Software's reliability carries a risk, however insignificant, of death,
bodily injury or severe physical or environmental damage.

8. TERMINATION: This License is effective until terminated. Licensee may
terminate this License at any time by destroying all copies of Software. This
License shall also terminate immediately, and without notice from Auspex, if
Licensee fails to comply with any provision of this License. Upon notice of such
termination, all copies of Software must be destroyed.

If the Software is being provided for demonstration or evaluation purposes only,
then Licensee's License to use the Software shall automatically terminate
forty-five (45) days after receipt (or such longer period as may be authorized
by Auspex).

9. GOVERNMENT RIGHTS: If Licensee is acquiring the programs on behalf of the
Department of Defense, civilian agencies, or other departments of the U.S.
Government, Licensee agrees that the Software is "commercial computer software
and documentation" as specified in 48 C.F.R. 12.212 of the Federal Acquisition
Regulations (FAR) and its successors; and/or as specified in 48.C.F.R 227-7202-1
of the Department of Defense FAR Supplement (DFARS) and its successors. The use,
duplication, or disclosure of the Software is, therefore, subject to the rights
and restrictions herein. In addition, under the copyright laws of the United
States, all rights of unpublished software are reserved. The Contractor for the
programs is Auspex Systems, Inc., 2800 Scott Boulevard, Santa Clara CA
95050-2516 .

10. EXPORT REGULATIONS: Software, including technical data, is subject to U.S.
export control laws, including the U.S. Export Administration Act and its
associated regulations, and may be subject to export or import regulations in
other countries. Licensee agrees to comply strictly with all such regulations
and acknowledges that Licensee has the responsibility to obtain any required
licenses to export, reexport or import Software.

11. GOVERNING LAW: This Agreement is made under, shall be governed by and
construed in accordance with the laws of the State of California, USA, excluding
its choice of law provisions.

12. INTEGRATION: This Agreement is the entire agreement between Licensee and
Auspex relating to Software and: (i) supersedes all prior or contemporaneous
oral or written communications, proposals and representations with respect to
its subject matter; and (ii) prevails over any conflicting or additional terms
of any quote, order, acknowledgment or similar communication between the
parties. No modification to this Agreement will be binding unless in writing and
signed by a duly authorized representative of each party.

COPYRIGHTS AND TRADEMARKS

Copyright (C) 1989-2000, Auspex Systems, Inc. All rights reserved. Derived from
UNIX(R) BSD licensed from the University of California, UNIX System V Release
3.2 licensed from The Santa Cruz Operation, Inc. and Solaris 2.6 licensed from
Sun Microsystems. FastFLO File System(TM) is derived from HTFS, StackFS, and
StackOS licensed from CrosStor Software Inc. Unauthorized duplication is
strictly forbidden.

Auspex Optional Products Premier Software Series for NeTservices(TM)
incorporates AT&T's Advanced Server for UNIX Systems and NETBIOS/ix(R).
NETBIOS/ix is a registered U.S. trademark of Micro Computer Systems, Inc.

Auspex and the Auspex logo design, DataGuard, DriveGuard, FMK, FMP, Functional
Multi-Processing, Functional Multi-Processing Kernel, Functional
Multi-Processor, Functional Multiprocessor, and ServerGuard are registered
trademarks of Auspex Systems. Auspex 4Front, Auspex Control Point, All the Data.
All the Time., ClusterGuard, Continuous Data Access, DataXcelerator Engines,
DataXpress, DataXpress Kernel, EtherBand, FastFLO File System, NetOS, NetServer,
NeTservices , NetGuard, Thrive Carefully, TurboCopy, the Web-Attached Storage
logos and XceleRAID are trademarks or registered trademarks of Auspex Systems,
Inc.

Acrobat is a trademark of Adobe Systems, Inc. Adaptec is a trademark or
registered trademark of Adaptec, Inc. AT&T is a registered trademark of AT&T
Corporation. Blue Sky is a registered trademark of Blue Sky Software
Corporation. HTFS, StackFS, and StackOS are trademarks of CrosStor Software Inc.
DLTtape is a trademark of Quantum Corporation. Microsoft, MS, MS DOS, Windows,
Windows NT, and Backoffice are either registered trademarks or trademarks of
Microsoft Corporation. Sun, Sun Microsystems, the Sun Logo, and Solaris, ONC,
ONC/NFS, and NFS are trademarks or registered trademarks of Sun Microsystems,
Inc. in the United States and other countries. All SPARC trademarks are used
under license and are trademarks or registered trademarks of SPARC
International, Inc. in the United States and other countries. Products bearing
SPARC trademarks are based upon an architecture developed by Sun Microsystems,
Inc. UNIX is a registered trademark in the United States and other countries of
The Open Group.

*Other brands and names are the property of their respective owners.



                                       23
<PAGE>   24

                                    EXHIBIT C

                 WIRE TRANSFER AND LETTER OF CREDIT INFORMATION


Per Section 2 "Auspex Reserved Rights", if requested, DISTRIBUTOR will:

Payment by Wire Transfer

        Full payment of DISTRIBUTOR's Purchase Price for the Products shall be
        made by wire transfer in accordance with AUSPEX's written wire transfer
        instructions listed below (and which may be modified by AUSPEX in
        writing from time to time).

        For agreement with Auspex Systems, Inc., Payment shall be in U.S.
        dollars to the following:

        AUSPEX Systems, Inc., wire transfer information as of the date of this
        agreement is:

        Company Name:              Auspex

        Bank Name:                 Wells Fargo Bank

        Address:                   121 Park Center Plaza, 3rd Floor

                                   San Jose, CA 95113

        Bank Account #:            4375-685872

        Routing #:                 121000248

        Bank Swift Code #          WFBIUS6S


        Contact:                   AUSPEX Credit Manager

                                   At 1 (408) 566-2250



OR IF TO AN AUSPEX SUBSIDIARY CORPORATION, INSERT CURRENCY AND PAYMENT ADDRESS
HERE:



Letter of Credit requirements

At AUSPEX's request, DISTRIBUTOR will establish a letter of credit at the above
cited bank The terms and criteria of the letter of credit are subject to
concurrence of AUSPEX's Credit Manager, and shall typically include the
following: Net payment shall be 45 days. Letter of Credit must be irrevocable.
Letter of Credit to be negotiated upon presence of airway bill or bill of
lading. Products shall be Free on Board (FOB) AUSPEX POINT OF SHIPMENT.



                                       24
<PAGE>   25

                                    EXHIBIT D

                    AUSPEX CERTIFICATE OF LIABILITY INSURANCE



                                       25
<PAGE>   26

                                    EXHIBIT E

                      AUSPEX CUSTOMER SUPPORT AND SERVICES


DISTRIBUTOR WILL REFERENCE SELL AUSPEX SUPPORT AND SERVICE CONTRACTS. PRICING
FOR SUPPORT AND SERVICES PROVIDED BY AUSPEX ,WHETHER FOR FIRST LEVEL OR SECOND
LEVEL ,IS PER AUSPEX'S THEN CURRENT STANDARD PRICE LIST FOR NORTH AMERICA OR
INTERNATIONAL DEPENDING ON THE LOCATION. SUPPORT DESCRIPTIONS AND TERMS SHALL BE
BASED ON AUSPEX'S THEN CURRENT STANDARD OFFERINGS.

A description of Auspex's standard support offerings can be found at its website
at WWW.AUSPEX.COM See Customer Services link.

DISTRIBUTOR will notify AUSPEX of its intent to sell into International
Territories/locations in order that Auspex's Vice Presidents for Global
Alliances and/or Service may determine the support availability and options for
the specific location. AUSPEX shall provide the support and service to
DISTRIBUTOR's customers or determine a provider for worldwide locations based on
its available resources.

For those territories where Auspex does not have a direct support presence or
where Auspex has no service partner, it will be DISTRIBUTOR's responsibility to
provide all first level hardware and telephone software support with Auspex
providing second level remote support and spares replenishment. In addition, for
those locations, Auspex will require DISTRIBUTOR to lease a spares kit at the
then current pricing rates.

-    THE ATTACHED MATRIX ADDENDUM E-1 DELINEATES THE USUAL RESPONSIBILITIES OF
     DISTRIBUTOR AND/OR AUSPEX FOR WARRANTY AND POST-WARRANTY MAINTENANCE,
     SUPPORT, INCLUDING INSTALLATION, TRAINING, LOGISTICS, AND TIME & MATERIALS.

-    DISTRIBUTOR must provide system serial number to Auspex when requesting
     support.

-    Auspex will only speak with DISTRIBUTOR customers if requested and
     authorized by DISTRIBUTOR.

AUSPEX SERVICE REPRESENTATION - Auspex hereby represents to DISTRIBUTOR that it
shall provide the Services in a competent, workmanlike manner, in accordance
with the best commercial standards as reasonably practiced by the computer
hardware warranty service provider industry. Auspex shall use trained and
professional technicians to provide the Services. Services to be performed at
Customer's facility may not be performed if Auspex reasonably believes
conditions at Customer's facility represent a safety or health hazard to any
Auspex employee.



                                       26