<PAGE>
                                                                   EXHIBIT 10.47



                           AUSPEX RESELLER AGREEMENT

This AUSPEX Reseller Agreement (the "Agreement") is made and entered into
effective June 7th, 2002 (the "Effective Date") by and between AUSPEX SYSTEMS,
Inc., a Delaware corporation with a principal place of business at 2800 Scott
Boulevard, Santa Clara, CA 95050-2516 ("AUSPEX") and Hitachi Data Systems
Limited, a Hong Kong company with a principal place of business at Suite 3301-6,
Shell Tower, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
("Reseller").

AUSPEX and Reseller agree as follows:

1. Relationship. The term Reseller, as used herein, is defined to include
Reseller's affiliated companies as identified on Exhibit A. Reseller's
affiliated companies will be bound by and comply with this Agreement to the
extent they order Equipment (as defined below) hereunder. Reseller is an
independent organization that regularly resells products or acts as a systems
integrator. In the normal course of such business, Reseller encounters
opportunities to sell Equipment manufactured by AUSPEX and sell licenses to
Software (as defined below) created by or licensed to AUSPEX. In recognition of
the above, AUSPEX agrees to sell Equipment and Software licenses to Reseller and
hereby grants Reseller a nonexclusive right to resell Equipment and Software
licenses and provide support for Equipment and Software to end user customers
("Customers") in the Territory identified in Exhibit B, either directly or
indirectly through sister companies, subsidiaries or distributors (collectively,
"Distributors"), under the terms of this Agreement.

2. Term. This Agreement shall take effect on the Effective Date and shall
continue, subject to the parties' termination rights pursuant to Section 11
below, for an initial period of one year, and thereafter automatically renew on
a year-to-year basis unless either party gives written notice of non-renewal at
least ninety (90) days prior to the expiration of the then current term.

3. Equipment and Software.

        3.1 AUSPEX agrees to sell to Reseller the equipment, including spare
        parts, listed in Exhibit C of this Agreement (the "Equipment"). If
        AUSPEX proposes a change to the Equipment which affects the form, fit or
        function of the Equipment, or which would directly affect any
        Reseller-unique feature of Equipment, AUSPEX will provide Reseller at
        least forty-five (45) days' prior notification of such change and give
        Reseller an opportunity to comment on such change, but will not be
        obligated to incorporate or to modify the change. AUSPEX shall also
        provide Reseller with written notice, prior to shipment, of any other
        design change to Equipment which does not directly affect the form, fit
        or function and does not affect a Reseller-unique feature. Reseller may
        cancel any order for Equipment which will incorporate a form, fit or
        function change, or elect to accept the changed Equipment, with no
        penalty or extra charge.

        3.2 "Software" is defined as the software programs, firmware or
        microcode (e.g., licensed internal code) and documentation provided with
        the Equipment. Notwithstanding any other provisions of this Agreement
        and/or reference to "sale" of Equipment, title to and ownership of the
        Software shall remain in AUSPEX and licensors to AUSPEX at all times.

               3.2.1 AUSPEX agrees to sell Software licenses to Reseller for
               further resale directly and indirectly to Customers. Software is
               provided pursuant to license agreements which accompany the
               Software. Reseller agrees to pass through the Software and
               licenses exactly as ordered and received from AUSPEX.

               3.2.2 AUSPEX grants Reseller and Distributors (and, as required,
               Reseller's and Distributors' subcontractors) an exclusive,
               nontransferable license, without the right to sublicense, to use
               the Software solely for the purposes of (i) assisting Customers
               in installing Software, (ii) demonstrating Equipment and Software
               to potential Customers and (iii) supporting and maintaining
               Equipment and Software for Customers. Such license is

<PAGE>

               also subject to the terms and conditions of AUSPEX's end user
               license agreement which accompanies such Software.

               3.2.3 Reseller agrees to provide Software and Software licenses
               only to Distributors which have agreed in writing to the terms of
               this Section 3.2.

4. Pricing.

        4.1 Prices for Equipment and Software licenses are as set out in Exhibit
        C. Prices for Support are set out in Exhibit D. Prices for Training are
        set out in Exhibit E. Prices for Equipment, Software licenses, Support
        or Training may be changed by AUSPEX upon prior written notice to
        Reseller. Where the change is a decrease in the price of Equipment,
        Software licenses or Support, any decrease will be effective immediately
        upon the date of notice and will apply to all unshipped orders. Where
        the change is an increase in the price of Equipment, Software licenses,
        Support or Training, any increase will apply to all orders placed thirty
        (30) days of more from the date of notice.

5. Purchase Orders.

        5.1 Reseller will purchase Equipment by issuing purchase orders to
        AUSPEX. Such purchase orders shall be in writing and identify quantity,
        model, features, prices and the location and requested date for delivery
        of Equipment. Reseller may transmit purchase orders by facsimile, e-mail
        or regular post. Reseller will issue each purchase order at least ten
        (10) business days prior to the requested delivery date, but AUSPEX will
        use its best efforts to meet shorter requested delivery dates.

        5.2 AUSPEX will notify Reseller of its acceptance or rejection of a
        purchase order within two (2) business days after receipt of such
        purchase order. Failure of AUSPEX to notify Reseller within two (2)
        business days will be deemed acceptance of a purchase order. If AUSPEX
        rejects a purchase order, AUSPEX will inform Reseller in writing of the
        reason for such rejection.

        5.3 Once accepted by AUSPEX, if reseller cancels a purchase order, or
        any part thereof, within five (5) business days prior to the scheduled
        delivery date, Reseller agrees to pay to AUSPEX as a cancellation charge
        at AUSPEX's option, ten percent (10%) of the accepted price of the
        canceled Equipment, such charge having been agreed upon not as a penalty
        but as a result of the difficulty of computing actual damages.

        5.4 Reseller may reschedule or otherwise modify a purchase order,
        without penalty, by giving AUSPEX prior written notice at least seven
        (7) business days prior to the scheduled delivery date.

        5.5 If AUSPEX is unable, despite its best efforts, to meet a requested
        delivery date, AUSPEX will promptly notify Reseller and inform Reseller
        when delivery will be made.

        5.6 Reseller agrees to provide a non-binding sales forecast at the
        beginning of each calendar quarter (the end of March, June, August &
        December) to assist in meeting demand.

        5.7 Within three (3) business days after AUSPEX's receipt from Reseller
        of the first purchase order for an item of Equipment or Software, AUSPEX
        shall provide the following information, as applicable, to Hitachi Data
        Systems Corporation for such Equipment or Software:

               5.7.1 Name

               5.7.2 Model number

               5.7.3 Part number

               5.7.4 Brief description

               5.7.5 Schedule B/harmonized tariff number

<PAGE>

               5.7.6 Country of origin or manufacture

               5.7.8 Any information required by the U.S. Federal Communications
               Commission for importation into the U.S.

               5.7.9 Any information required by the U.S. Food and Drug
               Administration for importation into the U.S. (typically required
               for products containing lasers)

        AUSPEX shall submit this information to:

               Global Trade Compliance Department
               Hitachi Data Systems Corporation
               750 Central Expressway, MS 32-46
               Santa Clara, CA 95050
               U.S.A.

               Telephone:    (408) 970-5953
               Fax:          (408) 496-6315


6. Terms and Conditions of Sale. The terms and conditions governing the sale of
Equipment and Software licenses hereunder shall be as defined in this Agreement.
All preprinted terms contained in purchase orders, order acknowledgements or
invoices issued pursuant to such sale are considered null and void, unless
otherwise mutually agreed by the parties in writing.

7. Delivery and Inspection.

        7.1 Unless AUSPEX is notified that a specific carrier or agent is
        selected by Reseller, AUSPEX will ship freight "prepay and bill or
        charge back" by the most appropriate method. Documentation for any
        freight charges shall be made available to Reseller upon request.
        Delivery shall be per FCA, Auspex Dock (Incoterms 2000). Title, except
        to Software, and risk of loss shall pass to Reseller upon delivery of
        the Equipment by AUSPEX to the carrier, and Reseller shall be
        responsible for insuring Equipment from that point.

        7.2 Each item of Equipment will be deemed delivered at the time when the
        shipping and receiving document and itemized packing slip are signed off
        by an authorized agent at the receiving destination as indicated on the
        purchase order to AUSPEX. Orders shall be deemed accepted if, within
        fifteen (15) business days following receipt of an order, Reseller has
        failed to inform AUSPEX in writing, including via e-mail, of any defect.

        7.3 All prices set forth in Exhibit C include charges for standard
        commercial packaging.

8. Payment.

        8.1 AUSPEX may invoice Reseller for Equipment and related Software upon
        delivery of Equipment. AUSPEX may invoice Reseller for Support as set
        out in Exhibit D and for Training as set out in Exhibit E.

        8.2 Payment in full for Equipment, Software, Support or Training is due
        from Reseller forty-five (45) days from the date of Reseller's receipt
        of the invoice. From the date payment is due hereunder, AUSPEX may
        charge Reseller for all undisputed amounts unpaid interest at the rate
        of one and one-half percent (1.5%) per month (or such lesser rate as is
        the maximum permissible under applicable law).

9. Taxes. The prices set forth in Exhibits C, D do not include any applicable
taxes, export duties, and/or similar license fees. Unless prohibited by law,
Reseller shall pay to AUSPEX any tax, export duty or similar license fee
assessed against or payable by AUSPEX on account of any aspect of AUSPEX's

<PAGE>

performance hereunder, except taxes based on AUSPEX's net income. If Reseller
claims exemption from any such tax, Reseller may provide a tax exemption to
AUSPEX to justify such exemption.

10. Termination, Effect of Termination and Survival.

        10.1 Either party may terminate this Agreement, or any or all purchase
        orders without cancellation fee, at any time upon written notice if the
        other party:

               10.1.1 becomes insolvent;

               10.1.2 makes an arrangement with its creditors generally;

               10.1.3 becomes (or its properties become) the subject of any
               insolvency, bankruptcy or similar proceeding which is not
               dismissed within sixty (60) days;

               10.1.4 goes into liquidation;

               10.1.5 ceases to function as a going concern; or

               10.1.6 fails to cure a material breach of this Agreement within
               fifteen (15) days after receipt of a notice describing such
               breach.

        10.2 Until thirty (30) days after termination of this Agreement pursuant
        to Section 2 or Section 11.1 above, Reseller may place purchase orders
        for Equipment.

        10.3 In the event that Reseller terminates this Agreement pursuant to
        Section 10.1 above, Reseller may, at Reseller's option, either (a)
        extend the term of the provisions of this Agreement related to Support
        for up to five (5) years after such termination or (b) require that
        AUSPEX transfer to a third party agreeable to Reseller the rights and
        technology necessary for such third party to provide Support to Reseller
        for up to five (5) years after such termination.

        10.4 In the event that AUSPEX terminates this Agreement for any reason,
        or Reseller terminates this Agreement pursuant to Section 2 above, the
        provisions of this Agreement related to Support, including but not
        limited to Exhibit D, will survive for five (5) years after expiration
        or termination of this Agreement.

        10.5 Other provisions of this Agreement which, by their nature, would
        survive expiration or termination of this Agreement will so survive.

11. Warranties.

        11.1 Commencing on the earlier of the date of Equipment installation or
        thirty (30) days after Reseller's receipt of the Equipment, AUSPEX
        warrants to Reseller that for a period of one (1) year the Equipment
        shall be free from defects in materials 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 an item of Equipment is found not to meet this standard during the
        warranty period, it will be repaired or, at the option of AUSPEX,
        replaced. AUSPEX's warranty with respect to repaired or replaced
        Equipment or components thereof shall extend for the greater of (a)
        ninety (90) days after installation or (b) the unexpired portion of the
        warranty period for such Equipment.

        11.2 AUSPEX warrants to Reseller and to Customers that the Software
        media shall be free from defects in materials and workmanship and the
        Software shall substantially conform to its published specifications as
        they exist at the date of Software delivery for the applicable warranty
        period, which is ninety (90) days from date of Software delivery to
        Customer. AUSPEX's sole obligation for breach of this warranty shall be
        to use its best efforts to correct such defects and conformance
        failures, and supply Reseller or Customer with a corrected version of
        such Software as soon as practical after AUSPEX is informed of such
        defects or conformance failures. AUSPEX does not warrant that operation
        of any of the Software shall be uninterrupted or error-free. AUSPEX's
        warranty obligations shall be void if the licensed Software is modified
        without written consent of AUSPEX.

<PAGE>

        11.3 AUSPEX warrants to Reseller that Support will be provided according
        to the highest standards of the industry. AUSPEX's obligation for breach
        of this warranty will be to re-perform the Support that failed to comply
        with this warranty. In the event that re-performance fails to comply
        with this warranty, AUSPEX will promptly subcontract performance of
        Support to a subcontractor whose performance complies with the warranty;
        however, AUSPEX will remain liable for Support that complies with this
        warranty until such Support is provided.

12. Exclusion of Warranties and Limitation of Remedies.

        12.1 THE WARRANTIES AND REMEDIES SET FORTH ABOVE CONSTITUTE THE ONLY
        WARRANTIES OF AUSPEX AND RESELLER'S ONLY REMEDIES IN THE EVENT SUCH
        WARRANTIES ARE BREACHED. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER
        WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
        WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

        THE FOLLOWING STATEMENT APPLIES WHERE LOCAL LAW REQUIRES:
        FOR AVOIDANCE OF DOUBT, RESELLER EXPRESSLY AGREES THIS IS NOT A CONSUMER
        CONTRACT FOR SALE OR HIRE PURCHASE AND THAT THE ABOVE EXCLUSIONS ARE
        REASONABLE.

        12.2 EXCEPT FOR LIABILITIES ARISING UNDER SECTION 11, WARRANTIES, OR
        SECTION 16, INFRINGEMENT INDEMNIFICATION, NEITHER PARTY'S LIABILITY TO
        THE OTHER ARISING OUT OF THIS AGREEMENT WILL EXCEED THE TOTAL SUM
        RECEIVED BY AUSPEX FOR EQUIPMENT AND SOFTWARE LICENSES PROVIDED UNDER
        THIS AGREEMENT.

        12.3 EXCEPT FOR LIABILITIES ARISING UNDER SECTION 12, WARRANTIES, OR
        SECTION 16, INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION, IN NO
        EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
        INDIRECT, PUNITIVE , CONSEQUENTIAL OR INCIDENTAL DAMAGES, UNDER ANY
        CAUSE OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
        POSSIBILITY OF SUCH DAMAGE.

        12.4 NOTWITHSTANDING THE FOREGOING SECTIONS 12.2 AND 12.3, CLAIMS BY
        EITHER PARTY FOR CONTRIBUTION FROM THE OTHER PARTY FOR THIRD-PARTY
        BODILY INJURY, INCLUDING DEATH, AND DAMAGE TO REAL OR PERSONAL TANGIBLE
        PROPERTY ARE NOT WAIVED, RELEASED OR DISCLAIMED.

13. Force Majeure. Neither party shall be responsible for its failure to perform
or be liable for any damages or penalty for delay due to causes beyond its
reasonable control, such as acts of God, fire, theft, war, riot, embargoes, acts
of civil or military authorities, including delays due to recognized industrial
shortages. If delivery of Equipment is delayed by such interference, the
schedule shall be extended on a day-for-day basis up to thirty (30) days, after
which Reseller shall have the right to cancel any purchase order that was so
affected without obligation.

14. Support and Training. AUSPEX will provide Support pursuant to Exhibit D.
AUSPEX will provide Training pursuant to Exhibit E.

15. Confidential Information.

        15.1 During the term of this Agreement, a party ("Recipient") may
        receive information from the other party ("Disclosing Party") which the
        Disclosing Party considers to be confidential. Confidential information
        shall (i) if furnished in written, other tangible, or electronic form,
        be

<PAGE>

        clearly marked as confidential at the time of the disclosure or (ii) if
        furnished orally or visually and stated to be confidential at the time
        of disclosure, be designated as confidential in a writing submitted by
        the Disclosing Party to the Recipient within thirty (3) days after such
        oral or visual disclosure ("Confidential Information").

        15.2 Confidential Information may be used by the Recipient only with
        respect to performance of its obligations under this Agreement, and only
        by (i) those employees of Recipient who have the need to know such
        Confidential Information for purposes related to this Agreement and (ii)
        employees of Distributors who have the need to know such Confidential
        Information for purposes related to this Agreement provided such
        Distributors have entered into written agreements with Reseller that
        contain provisions at least as protective of AUSPEX's Confidential
        Information as those set forth herein. The Recipient shall protect the
        Confidential Information of the Disclosing Party by using the same
        degree of care (but not less than a reasonable degreed of care) to
        prevent the unauthorized use, dissemination or publication of such
        Confidential Information, as the Recipient uses to protect its own
        Confidential Information of like nature.

        15.3 This Agreement shall impose no obligation upon the Recipient with
        respect to any Confidential Information of the Disclosing Party which
        (i) is now or which subsequently becomes generally known or available;
        (ii) is known to the Recipient at the time of receipt of same from the
        Disclosing Party; (iii) is provided by the Disclosing Party to a third
        party without restriction on disclosure; (iv) is subsequently rightfully
        provided to the Recipient by a third party without restriction on
        disclosure; or (v) is independently developed by the Recipient provided
        the person or persons developing same have not had access to the
        Confidential Information of the Disclosing Party.

        15.4 Recipient agrees that monetary damages alone would be insufficient
        to correct a breach of this Section 15, and that upon a breach or
        threatened breach of this Section 15, the Disclosing Party shall be
        entitled to seek injunctive relief (in addition to any other legal or
        equitable remedies to which it is entitled.)

        15.5 Each party designates the person identified below as its Document
        Manager for the receipt and dispatch on its behalf, of all Confidential
        Information disclosed pursuant to this Agreement:

               FOR RESELLER:                FOR AUSPEX:

               Tom Zack                     Thomas S. Garofalo
               Tom.Zack@hds.com             Garofalo@auspex.com
               +852 2525 2385               +65-6732-9770

        Each party may change its Document Manager upon written notice to the
        other party.

        15.6 All written data delivered by the Disclosing Party to Recipient
        pursuant to this Agreement shall be and remain the property of the
        Disclosing Party, and all such written data, and any copies thereof,
        shall be promptly returned to the Disclosing Party upon written request,
        or destroyed at the Disclosing Party's option.

16. Infringement Indemnification.

        16.1 AUSPEX will defend, at its own expense, any action brought against
        Reseller, Distributors and Customers to the extent that the action is
        based on a claim that an item of Equipment or Software infringes a
        patent, copyright, trade secret, trademark, or any intellectual property
        right of any third party (an "Infringement Claim"). AUSPEX will also pay
        any costs and damages awarded against Reseller, Distributors and
        Customers in a final judgment which are attributable to an Infringement
        Claim, or any settlement amount payable by Reseller, Distributors or
        Customers in a final judgment which are attributable to an Infringement
        Claim, or any settlement amount payable

<PAGE>

        by Reseller, Distributors and Customers as a result of AUSPEX's
        settlement of an Infringement Claim.

        16.2 The obligations of AUSPEX in this Section 16 are subject to the
        conditions that (i) AUSPEX is notified promptly of any Infringement
        Claim; (ii) AUSPEX has sole control of the defense and settlement or
        compromise of any Infringement Claim; and (iii) Reseller reasonably
        cooperates, at AUSPEX's expense, in the defense of any Infringement
        Claim.

        16.3 Notwithstanding the foregoing, AUSPEX shall have no responsibility
        for Infringement Claims to the extent arising form (i) modifications of
        Equipment or Software made by Reseller or any third party if such claim
        would not have arisen but for such modifications, (ii) combination or
        use of Equipment or Software with equipment, devices or software not
        supplied by AUSPEX if such claims would not have arisen but for such
        combination or use, or (iii) any use of Equipment or Software not
        conforming to the AUSPEX specifications for use if such claim would not
        have arisen but for such use.

        16.4 Should any Equipment or Software become (or in AUSPEX's reasonable
        opinion be likely to become) the subject of any Infringement Claim,
        AUSPEX shall at its option and expense: (i) procure for Reseller,
        Distributors and Customers the right to continue using the relevant
        Equipment or Software; (ii) replace or modify the relevant AUSPEX
        Equipment or Software so that it become non-infringing provided that any
        replacement or modified Equipment or Software meets substantially the
        same specifications as the original and is reasonably acceptable to
        Reseller, Distributors and Customers; or (iii) if neither (i) or (ii) is
        reasonably possible, grant Reseller, Distributors and Customers a credit
        for the Equipment or Software as depreciated and accept its return.
        Depreciation will be computed on a five-year declining balance
        depreciation schedule commencing on the date of delivery and with no
        residual value.

        16.5 This Section 16 states AUSPEX's entire liability and Reseller's,
        Distributors' and Customers' sole and exclusive remedy for intellectual
        property rights claims relating to or arising out of Equipment or
        Software provided under this Agreement.

17. Ownership. Title to all copyrights, patents, trademarks, trade names and
trade secrets contained in the Equipment, Software and Confidential Information
provided under this Agreement will at all times remain with AUSPEX or its
suppliers, as applicable. Reseller and Distributors are expressly prohibited
from reverse engineering, reverse assembling and/or decompiling the Equipment,
Software or Confidential Information for any purpose whatsoever. However,
Reseller and Distributors may independently develop equipment and/or software
which competes with or provides the same functions as the Equipment or Software
provided that Reseller and Distributors do not violate or breach this Agreement
in such development.

18. Export. Reseller agrees to fully comply with all United States laws and
regulations governing the export of Equipment and Software, including the United
States Export Control Regulations, assuring AUSPEX that, unless prior
authorization is obtained from the United States Office of Export
Administration, Reseller does not intend to and shall not knowingly export or
re-export, directly or indirectly, any Equipment or Software in violation of
current Export Administration Regulations published by the United States
Department of Commerce.

19. Notices. Any notices issued under this Agreement shall be sent by overnight
mail or other postal system that provides proof of delivery, and shall be
effective when received as established by such proof of delivery. Such notices
shall be sent to:

        For AUSPEX:   AUSPEX SYSTEMS, Inc.
                      2800 Scott Boulevard
                      Santa Clara, CA  95050-2516
                      Telephone:  (408) 566-2000

<PAGE>

                      Facsimile:  (408) 566-2020
                      Attention:  Chief Financial Officer

        For Reseller:

                      Hitachi Data Systems Limited
                      Suite 3301-6, Shell Tower
                      Times Square, 1 Matheson Street
                      Causeway Bay
                      Hong Kong
                      Attention:  Tom Zack

        With a copy to:

                      Hitachi Data Systems Corporation
                      750 Central Expressway
                      Santa Clara, CA  95050
                      Attention:  General Counsel, MS 32-02

20. General.

        20.1 This Agreement shall be governed by the laws of California, except
        for its choice of law rules. The United Nations Convention on Contracts
        for the International Sale of Goods shall not apply to this Agreement.

        20.2 Neither party shall assign this Agreement or any rights hereunder
        without the prior written consent of the other party, which consent
        shall not be unreasonably withheld. Any attempt to assign this Agreement
        or any rights or obligations under this Agreement in violation of this
        Section 20.2 shall be void. Notwithstanding the above, either party may
        assign this Agreement to a surviving entity in connection with a merger,
        consolidation or sale of substantially all of the assets of the party.

        20.3 The terms of this Agreement, including the exhibits hereto which
        are incorporated herein, constitute the final, complete and exclusive
        terms between the parties hereto on the subject matter hereof. This
        Agreement may be amended or modified only in writing signed by
        authorized representatives of both parties.

        20.4 Neither party's failure to exercise any of its rights hereunder
        shall constitute or be deemed to be a waiver or forfeiture of any such
        rights or right to enforce that may thereafter occur.

        20.5 If any provision of this Agreement is held illegal, unenforceable
        or in conflict with any law having jurisdiction over this Agreement, the
        validity of the remaining portions or provisions hereof shall not be
        affected thereby.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
        executed by their authorized representatives effective the Effective
        Date:

        AUSPEX SYSTEMS, Inc.                   Hitachi Data Systems Limited

        By:                                    By:
           ------------------------------         ------------------------------

        Name:                                  Name:
             ----------------------------           ----------------------------

        Title:                                 Title:
              ---------------------------            ---------------------------

<PAGE>

                                    EXHIBIT A

                         RESELLER'S AFFILIATED COMPANIES

Hitachi Data Systems Australia Pty. Ltd.
1st Floor, 11-17 Khartoum Road
Sydney, NSW 2113
Australia

Hitachi Data Systems Pte. Ltd.
200 Cantonment Road
#14-04 Southpoint
Singapore, 089763
Singapore

Hitachi Data Systems Limited
3909 Lippo Tower, Lippo Centre
89 Queensway
Hong Kong, Hong Kong

<PAGE>

EXHIBIT B

                                    TERRITORY

TERRITORY SHALL BE:

Asia Pacific region (excluding Japan), a subset of the HDS APIA region which
consists of the following countries.

    -   Singapore

    -   Indonesia

    -   Thailand

    -   Malaysia

    -   India

    -   Hong Kong

    -   China PRC

    -   Taiwan

    -   Korea

    -   Philippines

    -   Australia

    -   New Zealand

<PAGE>

                                    EXHIBIT C

                             EQUIPMENT AND SOFTWARE

CURRENT EQUIPMENT

<TABLE>
<CAPTION>
                                                                              LIST PRICE
   PART NUMBER                           DESCRIPTION                              US$
   -----------                           -----------                          ----------
<S>                 <C>                                                       <C>
      991008        NSc3000 Storage Controller                                    20,000
      991010        NFS ServerGuard Package - Up to 3TB (Inc: 2 NSc3000; 2
                    NetOS packages; ServerGuard)                                  95,900
      991310        NFS ServerGuard Package - Up to 6TB (Inc: 2 NSc3000; 2
                    NetOS packages; ServerGuard)                                 127,900
      991610        NFS ServerGuard Package - Greater than 6TB (Inc: 2
                    NSc3000; 2 NetOS packages; ServerGuard)                      143,900
      991011        Bilingual ServerGuard Package - Up to 3TB (Inc: 2
                    NSc3000; 2 NetOS packages; ServerGuard)                       99,900
      991311        Bilingual ServerGuard Package - Up to 6TB (Inc: 2
                    NSc3000; 2 NetOS packages; ServerGuard)                      133,900
      991611        Bilingual ServerGuard Package - Greater than 6TB
                    (Inc: 2 NSc3000; 2 NetOS packages; ServerGuard)              150,900

     99-Quad        Included - Quad Ethernet                                  Included
    99-Gigabit      Included - Gigabit Ethernet                               Included

      450537        USA  Power Cord, Rack Mount                                       30
      450334        System Power Cord, 2.5M (Western Europe...)                       30
      450336        System Power Cord, 2.5M (Australia, China...)                     30
      450337        System Power Cord, 2.4M (Japan)                                   30
      450338        System Power Cord, 2.5M (India)                                   30
      450339        System Power Cord, 2.5M (UK, Hong Kong, Singapore...)             30
      450342        System Power Cord, 2.5M (Denmark)                                 30
      450343        System Power Cord, 2.5M (Israel)                                  30
      450344        System Power Cord, 2.5M (Italy, Chile)                            30
      450345        System Power Cord, 2.5M (Switzerland)                             30

      500815        System Monitor, Keyboard, Mouse kit                              850
      450334        Monitor Power Cord, 2.5M (Western Europe...)                      30
      450336        Monitor Power Cord, 2.5M (Australia, China...)                    30
      450337        Monitor Power Cord, 2.4M (Japan)                                  30
      450338        Monitor Power Cord, 2.5M (India)                                  30
      450339        Monitor Power Cord, 2.5M (UK, Hong Kong, Singapore)               30
      450342        Monitor Power Cord, 2.5M (Denmark)                                30
      450343        Monitor Power Cord, 2.5M (Israel)                                 30
      450344        Monitor Power Cord, 2.5M (Italy, Chile)                           30
      450345        Monitor Power Cord, 2.5M (Switzerland)                            30
</TABLE>

<PAGE>

<TABLE>
<S>                 <C>                                                       <C>
993009              Fibre Channel Cable Kit                                   Varies
      450479        LC/SC Fibre Cable, 1Meter                                        150
      450494        LC/SC Fibre Cable, 1.5Meter                                      150
      450480        LC/SC Fibre Cable, 2Meter                                        150
      450481        LC/SC Fibre Cable, 3Meter                                        150
      450482        LC/SC Fibre Cable, 5Meter                                        150

      450543        LC/SC Fibre Cable, 10Meter                                       200
      450544        LC/SC Fibre Cable, 100Meter                                      570
      450545        LC/SC Fibre Cable, 250Meter                                    1,250
      450546        LC/SC Fibre Cable, 500Meter                                    2,000

      450483        LC/LC Fibre Cable, 1Meter                                        150
      450495        LC/LC Fibre Cable, 1.5Meter                                      150
      450484        LC/LC Fibre Cable, 2Meter                                        150
      450485        LC/LC Fibre Cable, 3Meter                                        150
      450486        LC/LC Fibre Cable, 5Meter                                        150
      450547        LC/LC Fibre Cable, 10Meter                                       200
      450548        LC/LC Fibre Cable, 100Meter                                      570
      450549        LC/LC Fibre Cable, 250Meter                                    1,250
      450542        LC/LC Fibre Cable, 500Meter                                    2,000

99SWPKG-FC          NSc3000 FC Software Package Bundle                        Varies
NFS ONLY
      997020        NetOS 5.1 for NFS - up to 3TB                                 27,600
      997320        NetOS 5.1 for NFS - up to 6TB                                 41,400
      997620        NetOS 5.1 for NFS - Greater than 6TB                          48,300
NFS/CIFS
      997021        NetOS 5.1 for Bilingual - up to 3TB                           30,000
      997321        NetOS 5.1 for Bilingual - up to 6TB                           45,000
      997621        NetOS 5.1 for Bilingual - Greater than 6TB                    52,500

99SWPKG-FC          NSc3000 FC Software Package Bundle Options                Varies
0-3TB
      998031        TurboCopy - up to 3TB                                          7,500
      998032        Hitachi Storage Integration Option (Midrange) -
                    up to 3TB                                                     14,250
      998033        Hitachi Storage Integration Option (Enterprise) -
                    up to 3TB                                                     25,650
      998034        Hitachi Multi-Pathing Failover - up to 3TB                     5,000
      998036        EtherBand - up to 3TB                                          3,500
3-6TB
      998331        TurboCopy - up to 6TB                                         11,250
      998332        Hitachi Storage Integration Option (Midrange) -
                    up to 6TB                                                     21,375
      998333        Hitachi Storage Integration Option (Enterprise) -
                    up to 6TB                                                     38,475
      998334        Hitachi Multi-Pathing Failover - up to 6TB                     7,500
      998336        EtherBand - up to 6TB                                          5,250
GREATER THAN
6TB
      998631        TurboCopy - Greater than 6TB                                 13,125
      998632        Hitachi Storage Integration Option (Midrange) - greater
                    than 6TB                                                      24,950
      998633        Hitachi Storage Integration Option (Enterprise)- greater
                    than 6TB                                                      44,900
      998634        Hitachi Multi-Pathing Failover - Greater than 6TB              8,750
      998636        EtherBand - Greater than 6TB                                   6,125
</TABLE>

<PAGE>

<TABLE>
<S>                 <C>                                                       <C>
UPGRADES

      998035        ServerGuardV (per pair) - up to 3TB (upgrade for
                    NSc3000)                                                      25,750
      998335        ServerGuardV (per pair) - up to 6TB (upgrade for
                    NSc3000)                                                      38,625
      998635        ServerGuardV (per pair) - Greater than 6TB (upgrade
                    for NSc3000)                                                  45,065

      998030        CIFS - up to 3TB (upgrade NFS to Bilingual)                    3,000
      998330        CIFS - up to 6TB (upgrade NFS to Bilingual)                    4,500
      998630        CIFS - Greater than 6TB (upgrade NFS to Bilingual)             5,250

CAPACITY
UPGRADE             From:   UP TO 3TB   To:      UP TO  6TB
      996310        NFS ServerGuard Package (SW for: 2 NSc3000; 2
                    NetOS; ServerGuard) upgrade to 6TB                            41,905
      996311        Bilingual ServerGuard Package (SW for: 2 NSc3000;
                    2 NetOS; ServerGuard) upgrade to 6TB                          44,525

      996320        NetOS NFS, NetGuard, NDMP upgrade to 6TB                      17,250
      996321        NetOS Bilingual, NetGuard, NDMP upgrade to 6TB                18,750
                                                                                       0
      996330        CIFS upgrade to 6TB                                            1,875
      996331        Turbo Copy upgrade to 6TB                                      4,690
      996332        Hitachi Storage Integration Option (Midrange)
                    upgrade to 6TB                                                 8,900
      996333        Hitachi Storage Integration Option (Enterprise)
                    upgrade to 6TB                                                16,030
      996334        Hitachi Multi-Pathing Failover upgrade to 6TB                  3,125
      996335        ServerGuard V (per pair) upgrade to 6TB                       16,095
      996336        Etherband upgrade to 6TB                                       2,190

CAPACITY
UPGRADE             From:  UP TO 6TB    To:     GREATER THAN   6TB
      996610        NFS ServerGuard Package (SW for:  2 NSc3000; 2
                    NetOS; ServerGuard) upgrade Greater than 6TB                  20,950
      996611        Bilingual ServerGuard Package (SW for: 2 NSc3000;
                    2 NetOS; ServerGuard) upgrade Greater than 6TB                22,260

      996620        NetOS NFS, NetGuard, NDMP upgrade Greater than 6TB             8,625
      996621        NetOS Bilingual, NetGuard, NDMP upgrade Greater
                    than 6TB                                                       9,375

      996630        CIFS upgrade Greater than 6TB                                    940
      996631        Turbo Copy upgrade Greater than 6TB                            2,345
      996632        Hitachi Storage Integration Option (Midrange)
                    upgrade Greater than 6TB                                       4,470
      996633        Hitachi Storage Integration Option (Enterprise)
                    upgrade Greater than 6TB                                       8,030
      996634        Hitachi Multi-Pathing Failover upgrade Greater than 6TB        1,560
      996635        ServerGuard V (per pair) upgrade Greater than 6TB              8,045
      996636        Etherband upgrade Greater than 6TB                             1,095
</TABLE>

<PAGE>

DISCOUNTS FROM THEN CURRENT APPLICABLE PRODUCT LIST PRICES:

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

<TABLE>
<CAPTION>
                                  CATEGORY B
                 CATEGORY A      LOOSE OPTIONS     CATEGORY C
                   SYSTEMS        (UPGRADES)*       SOFTWARE
                 ----------      -------------     ----------
                 <S>             <C>               <C>
                     52%              52%             52%
</TABLE>

*    "Loose Options (Upgrades)" means a feature that is ordered to be added to
an previously installed unit of Equipment.

<PAGE>

EXHIBIT D

                                     SUPPORT

1. Definitions.

        1.1 "First Level Maintenance" means technical screening and telephone
        call management for Products requiring repair or maintenance. First
        Level Maintenance consists of (i) an effort to remedy or isolate, and
        document Problems and (ii) providing AUSPEX with relevant information
        regarding the nature of the Problem and exact location of the Equipment
        concerned.

        1.2 "Fix" means a modification or addition to the Product that
        establishes or restores substantial conformity with the applicable
        Specifications.

        1.3 "Patches and Bug Fixes" means any minor change made by AUSPEX to the
        Software, including changes made for purposes of maintaining operating
        system and database compatibility, error correction and Workarounds.

        1.4 "Problem" means an instance where a Product does not substantially
        conform to the applicable Specifications.

        1.5 "Product" means the Equipment and/or Software, as the context
        indicates.

        1.6 "Release" means the addition by AUSPEX of a previously not included
        function or feature to the Software.

        1.7 "Second Level Maintenance" means assigning a trained customer
        service engineer (CSE) who shall, as necessary, perform remote
        diagnostics to isolate the Problem, attempt to remedy the Problem
        remotely and visit the Customer site in an attempt to remedy the Problem
        by repairing or replacing any defective components of Product.

        1.8 "Severity Level 1" means a Problem has occurred which makes the
        continued use of one or more functions impossible and prevents Customer
        from continued production, or severely risks production operations or
        causes losses of data or data availability.

        1.9 "Severity Level 2" means a Problem causes a severe loss of service.
        No Workaround is available; however, operation can continue in a
        restricted fashion.

        1.10 "Severity Level 3" means a Problem is not critical in that no loss
        of data occurs and that can be circumvented or avoided on a temporary
        basis.

        1.11 "Severity Level 4" means a minor condition or documentation error
        that can be easily circumvented.

        1.12 "Specifications" means the technical and functional requirements
        for Products as set forth in Equipment and Software fact sheets and
        technical publications, as amended by AUSPEX from time to time.

        1.13 "Support" means the Product support and maintenance obligations of
        AUSPEX under the Agreement, including this Exhibit D.

        1.14 "Third Level Maintenance" means that AUSPEX will provide backup
        engineering and technical support to isolate the problem case and
        resolve the Problem, including technical support and assistance in
        diagnosing and resolving Problems on a 24/7 basis, 365 days per

<PAGE>

        year. AUSPEX will be responsible for resolution of the Problem, with the
        continued involvement of Reseller, and will utilize best efforts to
        resolve such Problem.

        1.15 "Version" means the addition by AUSPEX of a function or feature of
        the Software or any change made by AUSPEX to the Software which improves
        its performance, including all Patches and Bug Fixes made to the
        Software since the last previous Version.

        1.16 "Workaround" means a temporary resolution to a Customer's Problem.
        This type of resolution typically does not involve additional
        programming or code modification.

2. Installation. At Reseller's request, AUSPEX will install Products at Customer
sites for the following amounts, which are inclusive of labor, travel,
accommodation and expenses:

        2.1 US$3,750 for one NSc3000 at a Customer site, provided that the
        NSc3000 installation site and accommodation are located within 25 km of
        an airport to which regularly scheduled flights are available from San
        Francisco International Airport. Requests for such installation must be
        submitted at least 14 days prior to the requested installation date, and
        reasonably sooner if flights to the applicable airport are not daily
        from San Francisco International Airport, or are regularly fully booked.
        In the event that the NSc3000 installation site or accommodation are
        located more than 25 km from an airport to which regularly scheduled
        flights are available from San Francisco International Airport or
        Reseller requests installation fewer than 14 days from the requested
        installation date, AUSPEX may add reasonable charges based on additional
        direct costs to AUSPEX; however, such reasonable additional charges will
        not apply to the transaction unless they are accepted in writing by
        Reseller prior to installation.

        2.2 In the event that Reseller requests AUSPEX to install more than one
        NSc3000 at a Customer site during a single installation, AUSPEX will
        charge Reseller US$1,250 for each additional NSc3000.

3. Maintenance. Upon the sale of a Product to a Customer, Reseller or a
Distributor may enter into a support agreement with the Customer for maintenance
of the Product. In the event that a Distributor has the support agreement with
the Customer, Reseller and Distributor may determine between themselves which
entity will provide First Level Maintenance and which entity will provide Second
Level Maintenance for the applicable Product. To the extent that Reseller or a
Distributor wishes for AUSPEX to provide Third Level Maintenance on a Product,
Reseller will order and pay for such Third Level Maintenance as set forth below.
Further, only Reseller will contact AUSPEX for Third Level Maintenance, and
AUSPEX is obligated to provide Third Level Maintenance only to Reseller;
Reseller shall be responsible for providing Third Level Maintenance Problem
resolutions to Distributors and Customers. In order to assist Reseller and
Distributors in planning and providing First Level Maintenance and Second Level
Maintenance, AUSPEX will provide Reseller in a timely manner with
mean-time-between-failure (MTBF) and all other relevant maintenance information
collected by or available to AUSPEX. Reseller will be responsible for
maintaining spares inventory and will have spare parts dispatch responsibility.

4. Third Level Maintenance.

        4.1 If, after reasonable efforts have been made through First Level
        Maintenance and Second Level Maintenance, a Product is still not
        functioning in accordance with its Specifications, Reseller will call
        AUSPEX for Third Level Maintenance. For avoidance of doubt, AUSPEX is
        obliged to provide Third Level Maintenance only for Products for which
        Third Level Maintenance was ordered by Reseller pursuant to Section 3
        above.

<PAGE>

        4.2 To request Third Level Maintenance, Reseller will contact the AUSPEX
        help desk by telephone or Internet e-mail. To the extent that Reseller
        contacts AUSPEX via Internet e-mail, AUSPEX will use all reasonable
        efforts to meet the response times set forth in Section 4.4 below, but
        AUSPEX cannot guarantee that it will meet such response times.

        4.3 When initiating a request for Third Level Maintenance, Reseller will
        provide the following information to AUSPEX:

               4.3.1 Caller's name

               4.3.2 Caller's phone number

               4.3.3 Caller's e-mail address

               4.3.4 Caller's location

               4.3.5 Customer's current Product revision or Product type

               4.3.6 Customer's current installed firmware and software revision
               levels

               4.3.7 Call reference identification number

               4.3.8 Problem description

               4.3.9 Problem severity

               4.3.10 System Serial Number

        Reseller will also provide any hard copy documentation that exists
        regarding the Problem, including the First Level Maintenance and Second
        Level Maintenance records, if available. AUSPEX will provide its Problem
        identification number to Reseller.

        4.4 Upon Reseller's request, the AUSPEX help desk will assign support in
        accordance with the severity level assigned by Reseller:

               4.4.1 AUSPEX will respond to Severity 1 Problems by telephone
               within one (1) hour of receiving notification of the Problem.
               AUSPEX will initiate an immediate effort to replicate and verify
               the reported Problem upon notification, and will provide
               continuous engineering and technical effort to arrive at a Fix or
               Workaround. AUSPEX shall use its best efforts to resolve the
               Severity 1 Problem within four (4) hours of receiving
               notification of the Problem.

               4.4.2 AUSPEX will respond to a Severity 2 Problem by telephone
               within one (1) hour of receiving notification of the Problem.
               AUSPEX will initiate an immediate effort to replicate and verify
               the reported Problem upon notification of the Problem, and will
               provide a Fix or Workaround. AUSPEX shall use its best efforts to
               resolve the Severity 2 Problem within twelve (12) hours of
               notification of the Problem.

               4.4.3 AUSPEX will respond to a Severity 3 Problem by telephone
               within twenty-four (24) hours of receiving notification of a
               Problem. AUSPEX will begin work on Problem identification and
               verification within two (2) business days of notification of the
               Problem. AUSPEX shall use its best efforts to resolve the
               Severity 3 Problem by providing Reseller with a Fix or a
               Workaround within seven (7) days of notification of the Problem.

               4.4.4 AUSPEX will respond to a Severity 4 Problem by telephone
               within five (5) business days of receiving notification of a
               Problem. AUSPEX shall use its best efforts to resolve a Severity
               4 Problem within ninety (90) days of notification of the Severity
               4 Problem.

        4.5 When both parties agree that the Problem has been resolved, the
        Third Level Maintenance case is closed.

        4.6 AUSPEX will maintain records of all Third Level Maintenance calls
        made by Reseller and track all related subsequent calls. These records
        will include pertinent information, including:

<PAGE>

               4.6.1 Reseller call number

               4.6.2 Customer name

               4.6.3 Time and date of initial call

               4.6.4 Individuals participating in the call

               4.6.5 Times and dates of subsequent calls to Customer and/or
               Reseller

               4.6.6 Products involved

               4.6.7 Steps taken to diagnose and remedy the Problem

               4.6.8 System Serial Number

        4.7 AUSPEX will advise Reseller regarding the number and type of spare
        parts needed to maintain an adequate supply. Based on such information,
        MTBF and other relevant information from AUSPEX pursuant to Section 3
        above, Reseller will purchase and stock an adequate supply of spare
        parts so that Problems can be remedied. Any spare part from Reseller's
        stock used to remedy Problems with Equipment that is under warranty will
        be replaced by AUSPEX at no additional charge. In the event that AUSPEX
        renders any spare part obsolete due to a design change, Reseller shall
        have the right, until the earlier of (i) ninety (90) days from written
        notification from AUSPEX to Reseller of the design change or (ii) one
        (1) year from Reseller's purchase of such spare part, to return such
        obsolete spare part and receive full credit therefor.

        4.8 Upon Reseller's request, AUSPEX will travel to a Customer site and
        deliver on-site services as a subcontractor of Reseller for the hourly
        AUSPEX Technical On-Site Service fees set forth in Section 7 below.
        Hourly charges are for each hour worked plus transportation time
        portal-to-portal. Reasonable, documented travel and living expenses will
        be reimbursed. Reasonable air travel means coach class or equivalent.
        Travel and living expenses will not be reimbursed if the Equipment
        serviced is located within fifty (50) kilometers of an AUSPEX service
        and support center.

        AUSPEX shall perform such subcontracted services in the name and on
        behalf of Reseller. On-site services from AUSPEX will only be provided
        in situations where the Product has already been escalated to Third
        Level Maintenance without a satisfactory resolution of the Problem.
        On-site services will only be provided at the written request of
        Reseller. Reseller will also reimburse the cost of reasonable,
        documented travel, accommodations and meal expenses incurred by the
        AUSPEX representative dispatched on-site. Reasonable travel is coach
        class or equivalent.

5.      General Responsibilities of AUSPEX.

        5.1 AUSPEX will provide product technical bulletins, in accordance with
        AUSPEX's normal operating procedures, to Reseller in both electronic and
        printed formats; Reseller may provide such product technical bulletins
        to Distributors. Any software or firmware updates required will be
        provided in electronic format for distribution to Distributors and
        Customers.

        5.2 For each unit of Equipment while it is under warranty or for which
        Reseller is paying AUSPEX support fees hereunder, AUSPEX will provide to
        Reseller all Patches and Bug Fixes to Software and related documentation
        updates, as well as new Releases and Versions of the Software, as they
        are made commercially available.


        5.3 AUSPEX will provide the necessary training, documentation and tools
        in order to allow Reseller, Distributors that have Product maintenance
        agreements with Customers and Reseller's and Distributors'
        subcontractors to utilize AUSPEX's diagnostic tools, including remote
        diagnostics, provided such items are used only to maintain items of
        Equipment and associated Software while such item of Equipment is under
        warranty or for which Reseller is paying AUSPEX support fees hereunder.

<PAGE>

6. General Responsibilities of Reseller.

        6.1 Except for obligations undertaken by AUSPEX under this Agreement,
        Reseller will be responsible for all commitments made under its
        maintenance and support services agreements with Distributors and
        Customers.

        6.2 Reseller shall purchase spare parts according to the spare parts
        price list in Exhibit C in those cases in which Reseller is required to
        purchase spare parts.

        6.3 Reseller or Distributors shall cover all charges related to shipping
        spare parts and faulty units to and from Customer sites, unless such
        parts are covered under warranty, in which case AUSPEX shall cover
        charges related to shipping spare parts to the Customer sites. Reseller
        shall also cover all charges related to shipping spare parts from AUSPEX
        to Reseller or a designated representative of Reseller, unless such
        spare parts are covered under warranty, in which case AUSPEX shall cover
        charges related to shipping spare parts to Reseller or a designated
        representative of Reseller. Reseller shall also cover all charges
        related to shipping faulty Product units from Reseller or a designated
        representative of Reseller to AUSPEX.


<PAGE>

7. Support Fees

For each unit of Equipment maintained by Reseller for a customer during the term
of this Agreement, Reseller will pay Support fees as set forth in this Exhibit
D, Section 7:

        7.1 Reseller will calculate the Support fees at the end of each calendar
        quarter by determining the number of units of Equipment that were
        maintained by Reseller during that quarter (i.e., in arrears) in each
        category line item under Auspex Reseller Advantage Support Program below
        (the "Quantity"); the Quantity for each line item is the total number of
        units of Equipment maintained for years one through three for that line
        item (i.e., all order numbers for that line item). The annual Support
        fee for each line item for each order number below (the "Item") will be
        divided by four (4) to determine a quarterly Support fee value for that
        Item ("Quarterly Fee"). The Support fee for each Item will be determined
        for each quarter by multiplying (a) the applicable Quantity discount
        from the table below by (b) the applicable Quarterly Fee by (c) the
        number of units of Equipment maintained by Reseller for the Item during
        the quarter. In the event that Reseller maintains a unit of Equipment
        for less than an entire quarter, the Support fee for that unit will be
        reduced proportionally.

<TABLE>
<CAPTION>
                                                     DISCOUNT
                 TOTAL SYSTEM QUANTITY COVERED      FROM LIST
                UNDER AUSPEX RESELLER ADVANTAGE       PRICE
                -------------------------------     ---------
                <S>                                 <C>
                              0-15                     25%

                             16-50                     28%

                             51-100                    35%

                            101-200                    40%

                            201-400                    45%

                             400+                      50%
</TABLE>

        7.2 Within ten (10) business days after the start of a calendar quarter,
        Reseller shall submit to AUSPEX an statement of the calculations
        performed according to Section 7.1 above. Upon receipt of this
        statement, AUSPEX shall prepare an invoice for the Support fees and
        submit it to Reseller. In the event that AUSPEX disagrees with any
        aspect of Reseller's Support fee calculation, AUSPEX shall so notify
        Reseller prior to submission of its invoice, or Reseller's statement
        will be deemed correct.

<PAGE>

AUSPEX RESELLER ADVANTAGE SUPPORT PROGRAM

<TABLE>
<CAPTION>
Order number for level of service:                         022185
                                                      Year 1 Warranty      022186        022186
                                                          Upgrade        ARA Year 2    ARA Year 3
                                                      ---------------    ----------    ----------
<S>                                                   <C>                <C>           <C>
Year 1 Warranty Upgrade Pricing -- up to 3 TB of
Storage

Base Hardware Node                                       No Charge         1,760         1,760
NetOS NFS, NetGuard, NDMP/Fabric Backup                    2,739           3,651         3,651
NetOS Bilingual, NetGuard, NDMP/Fabric Backup              2,977           3,969         3,969
ServerGuard V NFS Hardware Package                          7267            9689          9689
ServerGuard V Bilingual Hardware Package                    7666           10221         10221

Turbo Copy                                                  744             992           992
Etherband                                                   347             463           463
Hitachi Storage Integration Option (Midrange)              1,414           1,885         1,885
Hitachi Storage Integration Option (Enterprise)            2,545           3,393         3,393
San Multi-Pathing Failover                                  496             662           662
ServerGuard V  (Upgrade)                                   2,555           3,407         3,407
CIFS (Upgrade)                                              298             397           397
</TABLE>

AUSPEX RESELLER ADVANTAGE SUPPORT PROGRAM

<TABLE>
<CAPTION>
Order number for level of service:                         022185
                                                      Year 1 Warranty      022186        022186
                                                          Upgrade        ARA Year 2    ARA Year 3
                                                      ---------------    ----------    ----------
<S>                                                   <C>                <C>           <C>
Year 1 Warranty Upgrade Pricing -- up to 6 TB of
Storage

Base Hardware Node                                       No Charge         1,760         1,760
NetOS NFS, NetGuard, NDMP/Fabric Backup                    4,108           5,477         5,477
NetOS Bilingual, NetGuard, NDMP/Fabric Backup              4,465           5,954         5,954
ServerGuard V NFS Hardware Package                         10901           14534         14534
ServerGuard V Bilingual Hardware Package                   11499           15332         15332

Turbo Copy                                                 1,116           1,488         1,488
Etherband                                                   521             695           695
Hitachi Storage Integration Option (Midrange)              2,121           2,828         2,828
Hitachi Storage Integration Option (Enterprise)            3,818           5,090         5,090
Hitachi Multi-Pathing Failover                              744             992           992
ServerGuard V  (Upgrade)                                   3,833           5,110         5,110
CIFS (Upgrade)                                              447             595           595
</TABLE>

<PAGE>

AUSPEX RESELLER ADVANTAGE SUPPORT PROGRAM

<TABLE>
<CAPTION>
Order number for level of service:                         022185
                                                      Year 1 Warranty      022186        022186
                                                          Upgrade        ARA Year 2    ARA Year 3
                                                      ---------------    ----------    ----------
<S>                                                   <C>                <C>           <C>
Year 1 Warranty Upgrade Pricing --  Greater than
6TB storage

Base Hardware Node                                       No Charge         1,760         1,760
NetOS NFS, NetGuard, NDMP/Fabric Backup                    4,793           6,390         6,390
NetOS Bilingual, NetGuard, NDMP/Fabric Backup              5,209           6,946         6,946
ServerGuard V NFS Hardware Package                         12718           16956         16956
ServerGuard V Bilingual Hardware Package                   13416           17888         17888

Turbo Copy                                                 1,302           1,736         1,736
Etherband                                                   608             810           810
Hitachi Storage Integration Option (Midrange)              2,476           3,301         3,301
Hitachi Storage Integration Option (Enterprise)            4,455           5,940         5,940
Hitachi Multi-Pathing Failover                              868            1,158         1,158
ServerGuard V  (Upgrade)                                   4,471           5,962         5,962
CIFS (Upgrade)                                              521             695           695
</TABLE>

<PAGE>

NSc3000 Installation Programs

<TABLE>
<CAPTION>
      Includes Travel and Expenses to locations as       P/N       List $   Description
      detailed in section 2 appendix D                   --------- -------- -----------------------
      <S>                                                <C>       <C>      <C>
      NSc3000 Installation                               023040    3,750
      NSc3000 Installation (Additional system at same
      site)                                              023040    1,250
      NSc3000 ServerGuard Installation                   023041    5,000
</TABLE>

NSc3000 Training Programs

<TABLE>
<CAPTION>
      Travel and Expenses not included                   P/N       List $   Description
                                                         --------- -------- -----------------------
      <S>                                                <C>       <C>      <C>
      NSc3000 NetOS System Admin Class includes
      Netservices                                        023042    5,000    5-Day course
      NSc3000 Reseller Training Package                  022118    5,000    5 days - includes
                                                                            hardware training
      NSc3000 ServerGuard Advanced Training              022147    2,500    2 1/2 days
</TABLE>

Supplementary onsite support Programs

<TABLE>
<CAPTION>
      Includes Travel and Expenses to locations as       P/N       List $   Description
      detailed in section 2 appendix D                   --------- -------- -----------------------
      <S>                                                <C>       <C>      <C>
      Professional Services - On-Site Technical
      Support (OTS) (8 hours)                            022105    2,200
      Software Option Installation Service for NO
      Contract                                           022073    2,500
      Software Option Installation Service for ARA
      Contract                                           022073    2,200

      Loose Options Initial Unit Installation for APS    020664    2,200
      Loose Options Initial Unit Installation for ARA
      Contract                                           020665    2,200
      Loose Options Initial Unit Installation for NO
      Contract                                           021221    2,500
</TABLE>

Supplementary Misc Programs

<TABLE>
<CAPTION>
      Travel and Expenses not included                   P/N       List $   Description
                                                         --------- -------- -----------------------
      <S>                                                <C>       <C>      <C>
      Secure Site Program                                020200    10%      Uplift of Warranty
                                                                            Program
      Time and Materials - Prime Shift (hour)            020899    350
      Time and Materials - Off Prime Shift (hour)        021099    430
</TABLE>

      Pricing for multi- day support contracts available on request

<PAGE>

EXHIBIT E

                                    TRAINING

1. Definition. "Training" means the training provided by AUSPEX pursuant to this
Exhibit E.


2. Training.

        2.1 AUSPEX will provide informal on-site training during one (1) normal
        business day by an AUSPEX CSE to Reseller, Distributors and Reseller or
        Distributor subcontractors, at no additional charge, in those situations
        where AUSPEX installation service is purchased

        2.2 AUSPEX will provide a five-day course to the reseller covering
        Equipment and Software installation, maintenance and administration for
        up to ten (10) people for $18,750 plus the costs of reasonable, actual
        transportation, meals and accommodation for one (1) trainer. Reasonable
        transportation is coach class or the equivalent

        2.3 AUSPEX will offer technical Training to Distributors' personnel and
        the personnel of Reseller's and Distributors' subcontractors identified
        as NSc3000 Training Programs in the Auspex Reseller Advantage Support
        Program, on an as-available basis.

        2.4 All Training will include all information, including computer-based
        training if available, and documentation necessary to allow Reseller,
        including Distributors and subcontractors to Reseller and Distributors,
        to install Products and to provide First Level Maintenance and Second
        Level Maintenance.

3. Training Documentation.

        3.1 All Training documentation will be provided per student for training
        programs purchased. AUSPEX shall retain the copyrights in all such
        Training documentation.

        Reseller may buy copies of AUSPEX training programs and documentation
        for use in Reseller's training courses for a fee of $150 per copy. For
        an annual fee of $10,000 per country, Reseller may buy a license to make
        copies of AUSPEX training programs and documentation for Reseller's
        training courses in that country.

4.      Training Fees.

        4.1 Technical Training pursuant to Section 2.3 above will be provided at
        AUSPEX's then-current fees, with the following discount structure

               1 -- 5 Students   20% Discount
               5 -- 8 Students   35% Discount
               9 - 10 Students   50% Discount

               Discounts shall apply only to courses booked at the same time at
               the same location.

        4.2 Reseller will bear the cost of reasonable (coach level or the
        equivalent), documented travel, including meals, accommodations and
        out-of-pocket expenses incurred by AUSPEX employees during Training.