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                                                                  EXHIBIT 10.31

July 10, 1997

                                                       AGREEMENT NO.: SSA______
                                                                    Page 1 of 9

SOFTWARE SUPPORT AGREEMENT

AT&T Corp. (AT&T), a New York corporation having a place of business at 32
Avenue of the Americas, New York, New York, 10013-2412, U.S.A. and Auspex
Systems Inc., having a principal office at, for itself and its SUBSIDIARIES
(collectively referred to herein as LICENSEE) agree that, after execution of
this Agreement by LICENSEE and acceptance of this Agreement by AT&T, the terms
and conditions set forth in this Agreement shall apply to AT&T's Basic Service
that become subject to this Agreement.

Such Services shall become subject to this Agreement on acceptance by AT&T of a
Supplement executed by LICENSEE that identifies (i) the particular Services and
associated charges; (ii) the particular AT&T SOFTWARE PRODUCT(S) to which such
Services apply; (iii) the applicable SITE CONTACT; and (iv) any other terms and
conditions which are to apply with respect to the Services and SOFTWARE PRODUCTS
listed in the applicable Supplement. Initially, Supplement(s) No. 01 are
included in and made part of this Agreement. Additional Supplements may be added
to this Agreement to include additional Services, SITE CONTACTS and/or SOFTWARE
PRODUCTS or to add or replace Services, SITE CONTACTS and/or SOFTWARE PRODUCTS
covered by previous Supplements. Each such additional Supplement shall be
considered part of this Agreement when executed by LICENSEE (if required) and
accepted by AT&T.

AGREED TO:

AUSPEX SYSTEMS, INC.                        AT&T


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July 10, 1997                                          AGREEMENT NO.: SSA_____
                                                                   Page 2 of 9

1.    DEFINITIONS

      1.1.  AT&T TECHNICAL SUPPORT - The single point of contact for all
            support correspondence relating to a specific SOFTWARE PRODUCT.
            Contact information is provided in the Supplement for the product
            covered.

      1.2.  BEST EFFORT - Commercially reasonable efforts with consideration
            given to the circumstances and consequences.

      1.3.  COMPUTER PROGRAM - Any instruction or instructions, in source code
            or object format, for controlling the operation of a CPU.

      1.4.  DOCUMENTATION - Manuals and other documentation necessary for a
            customer to install and use a SOFTWARE PRODUCT.

      1.5.  FIX - The collection of additional or replacement lines of source
            code or documentation written to remedy a PROBLEM with a SOFTWARE
            PRODUCT.

      1.6.  HOURS OF COVERAGE: Specified in Supplement for product covered.

      1.7.  MAINTENANCE UPDATES - Maintenance updates are made up of software
            fixes to reported problems provided from time to time by AT&T which
            will consist of the following:

             1.7.1.  Distributions of a SOFTWARE PRODUCT designated by AT&T as a
                     change in the digits to the right of the decimal [x.(yz)]
                     in the SOFTWARE PRODUCT and version number. Such an
                     additional distribution shall be called an Update Release.

             1.7.2.  New or modified DOCUMENTATION or information regarding such
                     DOCUMENTATION.

      1.8.  OTHER ASSISTANCE - Includes all questions and service requests
            regarding the function and operation of the SOFTWARE PRODUCT, and
            response to queries with regard to urgent bugs which may have been
            encountered.

      1.9.  PROBLEMS - Deviations from the specifications of any SOFTWARE
            PRODUCT. Two types of problems can exist:

             1.9.1.  PROBLEMS in a SOFTWARE PRODUCT

             1.9.2.  PROBLEMS in the DOCUMENTATION of the SOFTWARE PRODUCT

      1.10. REMEDIAL ASSISTANCE - Includes the furnishing of FIXES and/or
            WORKAROUNDS to reported PROBLEMS that are demonstrable on
            unmodified source code that render a SOFTWARE PRODUCT substantially
            unusable. FIXES and/or WORKAROUNDS for less severe PROBLEMS will be
            provided at the discretion of AT&T.

      1.11. SEVERITY DEFINITION:

             1.11.1. LEVEL 1 - Problem has a critical impact for a LICENSEE's
                     customer to the point that the problem renders a system
                     non-functional, including but not limited to occurrence of
                     data corruption, or in LICENSEE's development, no further
                     work can be done until the problem is resolved. A maximum
                     effort will take place until the problem is solved and FIX
                     delivered to LICENSEES' development organization.



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July 10, 1997                                          AGREEMENT NO.: SSA_____
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             1.11.2. LEVEL 2 - Problem is causing a major loss in productivity
                     for a LICENSEE's end user for which a WORKAROUND is
                     available and in LICENSEE's development, a problem that
                     affects the scheduled release of a LICENSEE's end user
                     product. FIX will be delivered to LICENSEES' development
                     organization or scheduled into a maintenance release.
                     Delivery will be scheduled based on complexity of
                     development and system test required to ensure quality.

             1.11.3. LEVEL 3 - Problem has minor impact on the user community
                     and causes little or no loss of productivity. Problem will
                     be worked and scheduled into the next version release at
                     AT&T's option or a fix or WORKAROUND will be provided to
                     the customer for the existing version release.

             1.11.4. LEVEL 4 - Reports that are classified enhancements or
                     design changes that require review by Systems Engineering.

      1.12. SITE CONTACT - LICENSEES designated point of contact with AT&T
            TECHNICAL SUPPORT under this Agreement.

      1.13. SOFTWARE AGREEMENT - An Agreement between LICENSEE and AT&T
            authorizing LICENSEE to use a SOFTWARE PRODUCT.

      1.14. SOFTWARE PRODUCT - Materials such as COMPUTER PROGRAMS, information
            used or interpreted by computer programs and documentation relating
            to the use of computer programs. Materials available from AT&T for a
            specific SOFTWARE PRODUCT are listed in the Supplement for such
            SOFTWARE PRODUCT.

      1.15. STANDARD OBJECTIVE RESPONSE TIME - For Basic Service, the Standard
            Objective Response Time is defined as the elapsed time from the time
            AT&T TECHNICAL SUPPORT receives notification until it acknowledges
            receipt of said PROBLEMS and the result of AT&T's efforts to
            reproduce the problem.

      1.16. WORKAROUND - A procedure by which a user can, by a limited number of
            user changes that do not require delivery of software to avoid a
            reported PROBLEM.

      1.17. VERSION RELEASE of a product means a release designated by the
            licensor of the product as a change in the digit to the left of the
            decimal [(x).yz] in the product version number.

2.    ELIGIBILITY FOR SERVICES

      To be eligible for Services for a SOFTWARE PRODUCT, LICENSEE must meet the
      following requirements:

      2.1.  LICENSEE has a valid SOFTWARE AGREEMENT for the SOFTWARE PRODUCT;

      2.2.  LICENSEE has a single contact knowledgeable in the SOFTWARE PRODUCT;

      2.3.  LICENSEE's PROBLEMS must be demonstrable on unmodified source code
            on a system configuration supported by the AT&T reference system.

      2.4.  LICENSEE agrees that the obligation of AT&T to continue to provide
            Services with respect to a SOFTWARE PRODUCT shall terminate if, at
            any time during the Term of the applicable Supplement, any
            additional eligibility requirements specified in such Supplement
            relating to


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July 10, 1997                                          AGREEMENT NO.: SSA_____
                                                                   Page 4 of 9

            Services for such SOFTWARE PRODUCT are not met. Nothing in this
            Agreement shall be construed to obligate AT&T to make available to
            LICENSEE support for a SOFTWARE PRODUCT during the entire term of
            the applicable SOFTWARE AGREEMENT for such SOFTWARE PRODUCT.

3.    BASIC SOFTWARE SUPPORT DESCRIPTION

      Basic Software Support Service ("Basic Service") - Provides REMEDIAL
      ASSISTANCE, MAINTENANCE UPDATES and/or OTHER ASSISTANCE during the HOURS
      OF COVERAGE.

4.    REQUESTS FOR BASIC SUPPORT

      Requests by LICENSEE for Services pursuant to this Agreement shall be made
      by contacting AT&T TECHNICAL SUPPORT at the email address or facsimile
      number designated in Appendix A. LICENSEE may change its authorized
      designated Customer Site Contact upon ten (10) days prior written notice
      to AT&T. Only the designated LICENSEE Customer Site Contact(s) may
      initiate contact with AT&T Technical Support.

5.    RESPONSE TIME FOR BASIC SUPPORT

       5.1. For Basic Service, the STANDARD OBJECTIVE RESPONSE TIME will be:

             5.1.1.   Level 1: Within 24 hours.
             5.1.2.   Level 2: Within 48 hours.
             5.1.3.   Level 3: Within 5 days.
             5.1.4.   Level 4: Within 10 days.

       5.2.  For Basic Service AT&T will work to provide FIXES and WORKAROUNDS
             according to the following criteria:

             5.2.1.  LEVEL 1 & 2: AT&T will use its best efforts to provide a
                     FIX or WORKAROUND and that AT&T will work continuously to
                     provide a FIX or WORKAROUND.

             5.2.2.  LEVEL 3 & 4: AT&T will provide a FIX or WORKAROUND at its
                     discretion.

6.     PREMIER SUPPORT:

             6.1 AT&T will provide the following additional support to the
       LICENSEE in consideration for the fee supplement outlined in the SOFTWARE
       SUPPORT AGREEMENT AND SCHEDULE.

             6.1.2 AT&T agrees to provide to LICENSEE four days of training at
       the customer site. This will consist of two days of training for
       LICENSEE's developers and two days of training for LICENSEE's test
       personnel. LICENSEE agrees to pay all travel and living expenses for
       AT&T's training representatives.

             6.1.3 AT&T agrees to provide to LICENSEE one hour per week of
       telephone consultation during LICENSEE's program development phase and
       only to representatives that are par of the LICENSEE's program
       development group. This will terminate once the LICENSEE releases a
       commercially available product offering based on the SOFTWARE PRODUCT.

            6.1.4 AT&T will provide to LICENSEE's product support engineers up
       to 8 hours of telephone consultation each month. Such time cannot be
       accumulated to exceed the 8 hour per



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July 10, 1997                                          AGREEMENT NO.: SSA_____
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      month maximum. Telephone support will not exceed 72 hours during the
      twelve month period this agreement is in effect.

7     SOFTWARE SUPPORT EXCLUSIONS

      Notwithstanding anything in this Agreement to the contrary and unless
      expressly agreed to by AT&T, Services to be provided under this Agreement
      do not include and charges quoted by AT&T do not include:

       7.1   Support of a SOFTWARE PRODUCT which has been modified by other than
             AT&T on the LICENSEE's operating system environment and hardware
             platform.;

       7.2   Making specification changes or performing services connected with
             relocation of a SOFTWARE PRODUCT;

       7.3   Modification or replacement of a SOFTWARE PRODUCT, repair of damage
             or increase in service time caused by failure to continually
             provide a suitable operational environment with all facilities
             prescribed by the applicable manual including, but not limited to,
             the failure to provide, or the failure, of adequate electrical
             power, temperature control or humidity control;

       7.4   Modification or replacement of a SOFTWARE PRODUCT, repair of damage
             or increase in service time caused by the use of a SOFTWARE PRODUCT
             for other than the purposes for which it is licensed, or not in
             accordance with AT&T operating guidelines;

       7.5   Modification or replacement of a SOFTWARE PRODUCT, repair of damage
             or increase in service time caused by accident; disaster, which
             shall include, but not be limited to fire, flood, water, wind and
             lightening; transportation; neglect or misuse; modifications,
             maintenance or repairs performed by other than AT&T;

       7.6   Support of any SOFTWARE PRODUCT not listed in a Supplement hereto
             or support of interfaces to any such SOFTWARE PRODUCT;

       7.7   Modification or replacement of a SOFTWARE PRODUCT or increase in
             service time caused by the use of a SOFTWARE PRODUCT in combination
             with other software or materials not furnished by AT&T, or in
             combination with other software or materials furnished, but not
             combined by AT&T;

       7.8   Work external to a SOFTWARE PRODUCT, whether or not on such
             SOFTWARE PRODUCT's DESIGNATED CPU as defined in the SOFTWARE
             AGREEMENT.

8.    SUPPORT OF RELOCATED SOFTWARE

      If authorized under the terms of a Software Agreement, LICENSEE may
      relocate a SOFTWARE PRODUCT to a different CPU of a configuration on
      which the SOFTWARE PRODUCT can be supported by AT&T. Support will
      continue to be provided on relocated SOFTWARE PRODUCT as long as LICENSEE
      notifies AT&T, in writing and within ten (10) business days of the
      SOFTWARE PRODUCT'S relocation.

9.    OBLIGATIONS OF LICENSEE

       9.1   LICENSEE must provide AT&T with information sufficient for AT&T to
             duplicate the circumstances under which a PROBLEM in a SOFTWARE
             PRODUCT became apparent.



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      9.2 All communication by LICENSEE to AT&T must be in the English
           Language.

10.   MAINTENANCE UPDATES AND FIXES

      LICENSEE agrees that all MAINTENANCE UPDATES and FIXES furnished to
      LICENSEE with respect to a SOFTWARE PRODUCT shall be deemed to be part of
      such SOFTWARE PRODUCT subject to the terms and conditions of the SOFTWARE
      AGREEMENT for the SOFTWARE PRODUCT.

11.   TERM

      Each Supplement to this Agreement:

      11.1  Shall have an initial term of one (1) year commencing on the date
            indicated on each such Supplement ("Initial Term") and

      11.2  Shall be automatically renewed for successive one (1) year terms at
            AT&T's then current rates for the selected Services, unless and
            until terminated by either party by written notice to the other at
            least sixty (60) days prior to the expiration of the Initial Term
            or any then current renewal thereof. If AT&T's rates for any
            selected Services shall be increased for any renewal term, LICENSEE
            may, no later than thirty (30) days from receipt of notice of such
            increase, elect to terminate such Services by written notice to
            AT&T. As used herein, "Term" shall mean the Initial Term and any
            renewals thereof.

12.   PRICE, PAYMENT AND INVOICES

      12.1   The price for Basic Service is calculated on an annual basis and is
             based on the SOFTWARE PRODUCT. Prices are shown in the Supplement
             to this Agreement for each covered SOFTWARE PRODUCT and are payable
             within thirty (30) days from the date of each invoice which will be
             submitted by AT&T during the Term hereof, whether or not LICENSEE
             requests Service hereunder, unless otherwise specified.

      12.2   Payments provided for in this Agreement shall, when overdue, be
             subject to a late payment charge calculated at a rate of three
             percent (3%) per month until paid; provided, however, that if the
             amount of such late payment charge exceeds the maximum permitted by
             law for such charge, such charge shall be reduced to such amount.

13.   TERMINATION AND DEFAULT

      13.1   If LICENSEE fails to pay any invoice in full within a period of
             thirty (30) days after the same is due and such failure continues
             for a period of ten (10) days after AT&T gives notice to LICENSEE
             thereof, then, in addition to all other rights and remedies at law
             or otherwise, AT&T shall have the right to terminate this Agreement
             upon thirty (30) days notice to LICENSEE without any liability to
             AT&T whatsoever.

      13.2   Except for LICENSEE's failure to make payments, as herein above set
             forth, either party may terminate this Agreement on notice if the
             other party has defaulted in the performance of its obligations
             under this Agreement, has breached any material provision of this
             Agreement, or becomes insolvent, invokes as a debtor any laws
             relating to the relief of debtors' or creditors' rights, or has
             such laws invoked against it as a debtor. Such termination shall be
             effective thirty (30) days after notice, unless such default or
             breach has been cured or the terminating party is satisfied with
             the other party's solvency within that time.

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July 10, 1997                                          AGREEMENT NO.: SSA_____
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14.   WARRANTY

      AT&T warrants to LICENSEE that Services hereunder will be performed in a
      professional manner and in accordance with good usage and accepted
      practices as established in the community in which such Services are
      performed. If such Services prove to be not so performed, and if LICENSEE
      notifies AT&T within a ninety (90) day period commencing on the date of
      completion of the Service, AT&T will, at its option, either correct any
      defects and deficiencies for which it is responsible or render prorated
      refund or credit based on the original charge for the Services.

      THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS
      AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
      MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE'S SOLE AND
      EXCLUSIVE REMEDY RELATIVE TO WARRANTY SHALL BE AT&T'S OBLIGATION TO MAKE
      CORRECTIONS OR GIVE CREDIT OR REFUND AS SET FORTH ABOVE IN THIS WARRANTY.

15.   LIMITATION OF LIABILITY

      AT&T SHALL IN NO EVENT BE LIABLE TO LICENSEE, OR ANY PERSON OR ENTITY
      USING ANY SERVICE SUPPLIED UNDER THIS AGREEMENT, FOR LOSS OF TIME,
      INCONVENIENCE, LOSS OF USE OF ANY SOFTWARE PRODUCT OR EQUIPMENT OR
      PROPERTY DAMAGE CAUSED BY ANY SOFTWARE PRODUCT OR EQUIPMENT OR THEIR
      FAILURE TO WORK, OR FOR ANY OTHER INDIRECT, SPECIAL, RELIANCE, INCIDENTAL
      OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY
      OBLIGATION RESULTING THEREFROM, OR THE USE OR PERFORMANCE OF ANY SOFTWARE
      OR PRODUCTS WHETHER IN AN ACTION FOR OR ARISING OUT OF ALLEGED BREACH OF
      WARRANTY, ALLEGED BREACH OF CONTRACT, DELAY, NEGLIGENCE (ACTIVE OR
      PASSIVE), STRICT TORT LIABILITY OF OTHERWISE. AT&T'S ENTIRE LIABILITY FOR
      ANY CLAIM OR LOSS, DAMAGE, OR EXPENSE FROM ANY CAUSE WHATSOEVER SHALL IN
      NO EVENT EXCEED THE PERFORMANCE, REPAIR OR REPLACEMENT COST, OR PURCHASE
      PRICE AT AT&T'S OPTION, OF THE SERVICE OR ITEM WHICH DIRECTLY GIVES RISE
      TO THE CLAIM. NO ACTION OR PROCEEDING AGAINST AT&T MAY BE COMMENCED MORE
      THAN TWO (2) YEARS AFTER THE SERVICES ARE COMPLETED. THIS PARAGRAPH SHALL
      SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

16.   NONWAIVER

      No course of dealing, course of performance, or failure of either party
      strictly to enforce any term, right or condition of this Agreement shall
      be construed as a waiver of any term, right, or condition. No waiver of
      breach of any provision of this Agreement shall be construed to be a
      waiver of any subsequent breach of the same or any other provision.

17.   FORCE MAJEURE

      Except with respect to LICENSEE's obligation to make timely payments,
      neither party shall be held responsible for any delay or failure in
      performance to the extent that such delay or failure is caused by fires,
      strikes, embargoes, explosions, earthquakes, floods, wars, water, the
      elements, labor disputes, government requirements, civil or military
      authorities, acts of God or by the public enemy, inability to secure raw
      materials or transportation facilities, acts or omissions of carriers or
      suppliers, or other causes beyond its control whether or not similar to
      the foregoing.

18.   CHOICE OF LAW

      The construction, interpretation, and performance of, and all transactions
      under this Agreement, shall be governed by the substantive, but not the
      conflicts, law of the State of California


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July 10, 1997                                           AGREEMENT NO.: SSA_____
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19.   ENTIRE AGREEMENT

      The terms and conditions contained in this Agreement supersede all prior
      oral or written understandings between the parties, shall constitute the
      entire agreement between the parties with respect to the subject matter of
      this Agreement and shall not be contradicted, explained or supplemented by
      any course of dealing between AT&T or any of its affiliates and LICENSEE
      or any of its affiliates. AT&T employees' statements and AT&T
      advertisements or descriptions other than its published specifications do
      not constitute warranties or other contractual obligations, and shall not
      be relied upon by LICENSEE as such. This Agreement shall not be modified
      or amended except by a writing signed by an authorized representative of
      both parties.

20.   ASSIGNMENT

      This Agreement may not be assigned by LICENSEE without the prior written
      consent of AT&T.

21.   PARTIES BOUND

      This Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective legal representatives, heirs,
      successors and assignees.

22.   NOTICE

       22.1  All notices under this Agreement (except for requests for Service)
             shall be in writing and shall be given by telegram or similar
             communication, or by Certified mail, postage prepaid addressed to
             LICENSEE or to AT&T at the address listed in Section WRITTEN
             NOTICES, or to such other address as either party may designate by
             notice pursuant hereto. Such notice shall be deemed to have been
             given when received.

       22.2  Any statement, notice, request or other communication shall be
             deemed to be sufficiently given to addressee and any delivery
             hereunder deemed made when sent by certified mail addressed to
             LICENSEE at its office specified in the Agreement or to AT&T at the
             appropriate address specified in this section.

       22.3  Each party to this Agreement may change an address relating to it
             by written notice to the other party.

 23.  SEVERABILITY

      If any paragraph, or clause thereof, in this Agreement shall be held to
      be invalid or unenforceable in any jurisdiction in which this Agreement
      is being performed, then the meaning of such paragraph or clause shall be
      severed from this Agreement and the remainder shall remain in full force
      and effect. However, in the event such paragraph or clause is considered
      an essential element of this Agreement, the parties shall promptly
      negotiate a replacement thereof. If the parties are unable to agree upon
      a replacement term within thirty (30) days of the final ruling rendering
      such term invalid or unenforceable, either party may terminate this
      Agreement upon ten (10) days prior written notice.

 24.  TAXES

      Any tax or related charge resulting from this Agreement or any activities
      hereunder, exclusive of any tax based on or measured by net income, which
      AT&T shall be required to pay or collect for any government shall be
      billed to LICENSEE as a separate item and shall be paid by LICENSEE,
      unless a valid exemption certificate is furnished by LICENSEE to AT&T.

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July 10, 1997                                           AGREEMENT NO.: SSA_____
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25.    WRITTEN NOTICES AND PAYMENTS

       Payments to AT&T relating to this Agreement shall be sent to:

               AT&T
               P.O. Box 93483
               Chicago, IL 60673

       Correspondence with AT&T relating to this Agreement shall be sent to:

               AT&T
               OEM Business Manager
               Room 2A361
               1100 E. Warrenville Road
               Naperville, IL 60566

       Correspondence with LICENSEE relating to this Agreement shall be sent to:

               General Counsel,
               Auspex Systems
               5200 Great America Parkway
               Santa Clara, CA 95054