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                                                                   EXHIBIT 10.8

                             BOX HILL SYSTEMS CORP.

                        1997 EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the 1997 Employee Stock
Purchase Plan of Box Hill Systems Corp.

         1.       PURPOSE. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2.       DEFINITIONS.

                  (a) "BOARD" shall mean the Board of Directors of the Company,
or a committee of the Board appointed in accordance with Section 13.

                  (b) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (c) "COMMON STOCK" shall mean the Common Stock of the Company.

                  (d) "COMPANY" shall mean Box Hill Systems Corp., and any
Designated Subsidiary of the Company.

                  (e) "COMPENSATION" shall mean all base straight time gross
earnings paid in cash including commissions, overtime, shift premium, incentive
compensation, incentive payments, bonuses and other cash compensation, but
excluding any income received from the exercise of options.

                  (f) "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (g) "EMPLOYEE" shall mean any individual who is an Employee of
the Company for tax purposes whose customary employment with the Company is at
least twenty (20) hours per week and at least six (6) months as of the first day
of the applicable offering period. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual is on
sick leave or other leave of absence approved by the Company. Where the period
of leave exceeds 90 days and the individual's right to re-employment is not
guaranteed either by statute or by contract, the employment relationship shall
be deemed to have terminated on the 91st day of such leave.

                  (h) "ENROLLMENT DATE" shall mean the first day of each
Offering Period.

                  (i) "EXERCISE DATE" shall mean the last trading day of each
Purchase Period, if any, or each Offering Period.

                                      1.

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                  (j) "FAIR MARKET VALUE" shall mean, as of any date, the value
of Common Stock determined as follows:

                           (1) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on
such exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable, or;

                           (2) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable, or;

                           (3) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.

                           (4) For purposes of the Enrollment Date under the
first Offering Period under the Plan, the Fair Market Value shall be the initial
price to the public as set forth in the Prospectus filed pursuant to Rule 424(b)
with the Securities Act of 1933, as amended with respect to the registration
statement of its Company on Form S-1 filed with the Securities and Exchange
Commission for the initial public offering of the Company's Common Stock
(Registration Statement No. 333-31873).

                  (k) "OFFERING PERIOD" shall mean the period beginning with the
date an option is granted under the Plan and ending with the date determined by
the Board. During the term of the Plan, the duration of each Offering Period
shall be determined from time to time by the Board, provided that no Offering
Period may exceed twelve (12) months in duration. If determined by the Board, an
Offering Period may include one or more Purchase Periods. The first Offering
Period shall begin on the effective date of the foregoing Registration Statement
relating to the Company's initial public offering of its Common Stock registered
with the Securities and Exchange Commission (the "Effective Date") and shall end
on March 31, 1998.

                  (l) "PLAN" shall mean this Employee Stock Purchase Plan.

                  (m) "PURCHASE PRICE" shall mean an amount equal to 85% of the
Fair Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.

                  (n) "PURCHASE PERIOD" shall mean the period commencing on an
Enrollment Date or after an Exercise Date and which is of such duration as the
Board shall determine.

                  (o) "RESERVES" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

                                      2.

<PAGE>

                  (p) "SUBSIDIARY" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.

                  (q) "TRADING DAY" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading.

         3.       ELIGIBILITY.

                  (a) Any Employee who shall be employed by the Company on a
given Enrollment Date shall be eligible to participate in the Plan.

                  (b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries accrues at a rate which exceed Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

         4.       OFFERING AND PURCHASE PERIODS. The Plan shall be implemented
by consecutive, overlapping Offering Periods, each of which shall be of such
duration (not to exceed 12 months) as the Board shall determine from time to
time in its discretion, and each of which shall consist of such number of
Purchase Periods as the Board shall determine from time to time in its
discretion. The Plan shall continue until terminated in accordance with Section
19 hereof The initial Offering Period shall commence on the Effective Date and
shall end on the last Trading Day on or before March 31, 1998. Unless otherwise
specified by the Board, or a Committee of the Board (the "Committee") Offering
Periods subsequent to the initial Offering Period shall be six months in
duration, without any Purchase Periods, with the second Offering Period
commencing on the first Trading Day on or after April 1, 1998 and ending on the
last Trading Day on or before September 30, 1998. The Board shall have the power
to change the duration of Offering Periods (including the commencement dates
thereof) at any time or from time to time, and shall have the power to implement
multiple Purchase Periods within any Offering Period, provided that (except as
the shareholders may otherwise approve) any such change shall be effected only
with respect to Offering Periods commencing after the date on which the change
is made.

         5.       PARTICIPATION.

                  (a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing payroll deductions in the
form of Exhibit A to this Plan and filing it with the Company's payroll office
prior to the applicable Enrollment Date.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which

                                      3.

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such authorization is applicable, unless sooner terminated by the participant
as provided in Section 10 hereof.

         6.       PAYROLL DEDUCTIONS.

                  (a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering
Period. The Board shall have the power to change the payroll deduction rate up
to a maximum rate of twenty percent (20%) at any time or from time to time;
provided that (except as the stockholders may otherwise approve) any such change
shall be effected only with respect to Offering Periods commencing after the
date the change is made.

                  (b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

                  (c) A participant may discontinue his or her participation in
the Plan as provided in Section 10 hereof, or may increase (subject to the limit
set forth in Section 6(a)) or decrease the rate of his or her payroll deductions
during the Offering Period by completing or filing with the Company a new
subscription agreement authorizing a change in payroll deduction rate. The Board
or Committee may, in its discretion, limit the number of participation rate
changes during any Offering Period. The change in rate shall be effective with
the first full payroll period following five (5) business days after the
Company's receipt of the new subscription agreement unless the Company elects to
process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

                  (d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b) (8) of the Code and Section 3(b) hereof, a
participant's payroll deductions may be decreased to zero percent (0%) at such
time during any Purchase or Offering Period. Payroll deductions shall recommence
at the rate provided in such participant's subscription agreement at the
beginning of the first Offering Period, or, if applicable, first Purchase Period
which is scheduled to end in the following calendar year, unless terminated by
the participant as provided in Section 10 hereof.

                  (e) At the time the option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued under the Plan
is disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but shall, not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.


                                      4.

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         7.       GRANT OF OPTION. On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on each Exercise Date during such Offering Period
(at the applicable Purchase Price) up to a number of shares of the Company's
Common Stock determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the Participant's
account as of the Exercise Date by the applicable Purchase Price. In no event
shall an Employee be permitted to purchase during each Offering Period, or
Purchase Period, if applicable, more than, $12,500 worth of Common Stock valued
at the Fair Market Value on the first day of such Offering Period; provided,
however, that for the first Offering Period under the Plan an Employee shall not
be permitted to purchase more than $25,000 worth of Common Stock valued at the
Fair Market Value on the first day of the first Offering Period; and provided
further that such purchase shall be subject to the limitations set forth in
Sections 3(b) and 12 hereof, including limitations on purchases in subsequent
offerings during the same calendar year to assure compliance with Section 3(b).
Exercise of the option shall occur as provided in Section 8 hereof, unless the
participant has withdrawn pursuant to Section 10 hereof. The option shall expire
on the last day of the Offering Period.

         8.       EXERCISE OF OPTION.

                  (a) Unless a participant withdraws from the Plan as provided
in Section 10 hereof, his or her option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Offering Period, or, if applicable, Purchase Period subject to earlier
withdrawal by the participant as provided in Section 10 hereof. Any other monies
left over in a participant's account after the Exercise Date shall be returned
to the participant. During a participant's lifetime, a participant's option to
purchase shares hereunder is exercisable only by him or her.

                  (b) On any given Exercise Date, the number of shares with
respect to which options are to be exercised shall not exceed 125,000 shares
(which number gives effect to a 3.3 for I split of the Common Stock approved by
the Board in July 1997 to be effective immediately prior to the initial public
offering of the Common Stock of the Company), provided, however, for the
Exercise Date of the first Offering Period under the Plan, the number of shares
with respect to which options are to be exercised shall not exceed 100,000
shares (which number gives effect to a 3.3 for 1 split of the Common Stock
approved by the Board in July 1997 to be effective immediately prior to the
initial public offering of the Common Stock of the Company). If, on a given
Exercise Date, the number of shares with respect to which options are to be
exercised exceeds the share limit described in this subsection, the Company
shall make a pro rata allocation of the shares remaining available for purchase
in as uniform a manner as shall be practicable and as it shall determine to be
equitable.

         9.       DELIVERY. As promptly as practicable after each Exercise Date
on which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of the shares purchased upon exercise of his
or her option.

                                      5.

<PAGE>

         10.      WITHDRAWAL; TERMINATION OF EMPLOYMENT

                  (a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B to this Plan. All of the participant's payroll
deductions credited to his or her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering Period shall be automatically terminated, and no further payroll
deductions for the purchase of shares shall be made for such Offering Period. If
a participant withdraws from an Offering Period, payroll deductions shall not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

                  (b) Upon a participant's ceasing to be an Employee, for any
reason, he or she shall be deemed to have elected to withdraw from the Plan and
the payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option shall be returned to
such participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 14 hereof, and such participant's option shall be
automatically terminated. The preceding sentence notwithstanding, a participant
who receives payment in lieu of notice of termination of employment shall be
treated as continuing to be an Employee for the participant's customary number
of hours per week of employment during the period in which the participant is
subject to such payment in lieu of notice.

                  (c) A participant's withdrawal from an Offering Period shall
not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the company or in succeeding Offering
Periods which commence after the termination of the Offering Period from which
the participant withdraws.

         11.      INTEREST. No interest shall accrue on the payroll deductions
of a participant in the Plan.

         12.      STOCK.

                  (a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 250,000 shares
(which number gives effect to a 3.3 for 1 split of the Common Stock approved by
the Board in July 1997 to be effective immediately prior to the initial public
offering of the Common Stock of the Company), subject to adjustment upon other
changes in capitalization of the Company as provided in Section 18 hereof. If,
on a given Exercise Date, the number of shares with respect to which options are
to be exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

                  (b) The participant shall have no interest or voting right in
shares covered by his or her option until such option has been exercised.

                  (c) Shares to be delivered to a participant under the Plan
shall be registered in the name of the participant or in the name of the
participant and his or her spouse.

                                      6.

<PAGE>

         13.      ADMINISTRATION. The Plan shall be administered by the Board or
a committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

         14.      DESIGNATION OF BENEFICIARY.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                  (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         15.      TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

         16.      USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         17.      REPORTS. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to participating
Employees at least annually, which statements shall set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

                                      7.

<PAGE>

         18.      ADJUSTMENTS, UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.

                  (a) CHANGES IN CAPITALIZATION. Subject to any required action
by the shareholders of the Company, the Reserves, as well as the price per share
and the number of shares of Common Stock covered by each option under the Plan
which has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company, provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall effect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an option.

                  (b) DISSOLUTION OR LIQUIDATION. In the event of a proposed
dissolution or liquidation of the Company, the Offering Period shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.

                  (c) MERGER OR ASSET SALE. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, any Offering Periods then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date") and
any Offering Periods then in progress shall end on the New Exercise Date. The
New Exercise Date shall be before the date of the Company's proposed sale or
merger. The Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the
participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

         19.      AMENDMENT OR TERMINATION.

                  (a) The Board may at any time and for any reason terminate or
amend the Plan. Except as provided in Section 18 hereof, no such termination can
affect options previously granted, provided that an Offering Period may be
terminated by the Board on any Exercise Date if the Board determines that the
termination of the Plan is in the best interests of the Company and its
shareholders. Except as provided in Section 18 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant To the extent necessary to comply with Section 423 of the Code
(or any successor rule or provision or any other applicable law or regulation),
the Company shall obtain shareholder approval in such a manner and to such a
degree as required.

                  (b) Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its


                                      8.

<PAGE>

committee) shall be entitled to change the Offering Periods, limit the
frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes
in the Company's processing of properly completed withholding elections,
establish reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld
from the participant's Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.

         20.      NOTICES. All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21.      CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

          As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

         22.      TERM OF PLAN. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the shareholders of the Company. It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 19 hereof.

                                      9.

<PAGE>


                                    EXHIBIT A

                             BOX HILL SYSTEMS CORP.

                          EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

_____ Original Application                          Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary (ies)

1.       _______________ hereby elects to participate in the Box Hill Systems
         Corp. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan")
         and subscribes to purchase shares of the Company's Common Stock in
         accordance with this Subscription Agreement and the Employee Stock
         Purchase Plan.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of % of my Compensation on each payday for the Offering Period on each
         payday for subsequent Offering Periods (from 1 to 10%). Such amounts
         shall be deducted each payday during the Offering Period in accordance
         with the Employee Stock Purchase Plan. (Please note that no fractional
         percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Employee Stock Purchase Plan. I
         understand that if I do not withdraw from an Offering Period, any
         accumulated payroll deductions will be used to automatically exercise
         my option.

4.       I have received a copy of the completed Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects subject to the terms of the Plan. I understand that my
         ability to exercise the option under this Subscription Agreement is
         subject to shareholder approval of the Employee Stock Purchase Plan.

5.       Shares purchased for me under the Employee Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and spouse only):
         ____________________________

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within two (2) years after the Enrollment Date (the first day
         of the Offering Period during which I purchased such shares) or one
         (1)year after the Exercise Date, I will be treated for federal income
         tax purposes as having received ordinary income at the time of such
         disposition in an amount equal to the excess of the fair market value
         of the shares at the time such shares were purchased by me over the
         price which I paid for the shares. I hereby agree to notify the Company
         in writing within 30 days after the date of any disposition of my
         shares and I will make adequate provision for Federal, state or other
         tax withholding obligations, if any, which arise upon the disposition
         of the Common Stock.

                                      10.

<PAGE>


         The Company may, but will not be obligated to, withhold from my
         compensation the amount necessary to meet any applicable
         withholding obligation including any withholding necessary to make
         available to the Company any tax deductions or benefits
         attributable to sale or early disposition of Common Stock by me. If
         I dispose of such shares at any time after the expiration of the
         two year and one year holding periods, I understand that I will be
         treated for federal income tax purposes as having received income
         only at the time of such disposition, and that such income will be
         taxed as ordinary income only to the extent of an amount equal to
         the lesser of (1) the excess of the fair market value of the shares
         at the time of such disposition over the purchase price which I
         paid for the shares, or (2) 15% of the lesser of the fair market
         value of the shares on the first day of the Offering Period or the
         fair market value of the shares on the Purchase Date. The remainder
         of the gain, if any, recognized on such disposition will be taxed
         as capital gain.

7.       I hereby agree to be bound by the terms of the Employee Stock Purchase
         Plan. The effectiveness of this Subscription Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Stock Purchase Plan:

   NAME: (Please print)________________________________________________________
                             (First)           (Middle)              (Last)

_______________________________________________________________________________
   (Relationship)                                                (Address)

   Employee's Social
   Security Number:           _________________________________________________

   Employee's Address:
                              _________________________________________________

                              _________________________________________________

                              _________________________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

   Dated:___________       ____________________________________________________
                           Signature of Employee

                           ____________________________________________________
                           Spouse's Signature (If beneficiary other than spouse)

                                      11.

<PAGE>


                                    EXHIBIT B

                             BOX HILL SYSTEMS CORP.

                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

         The undersigned participant in the Offering Period of the Box Hill
Systems Corp. Employee Stock Purchase Plan which began on _______________,19____
(the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purpose of shares in the
current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

                                   Name and Address of Participant:

                                   ____________________________________________

                                   ____________________________________________

                                   ____________________________________________

                                   Signature:

                                   ____________________________________________

                                   Date:
                                         ______________________________________



                                      12.