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                                                                   EXHIBIT 10.34
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                               MASTER VALUE ADDED

                              DISTRIBUTOR AGREEMENT

                                 EFFECTIVE DATE

                                   21 MAY 1997

                                       BY

                                       AND

                                     BETWEEN

                              AUSPEX SYSTEMS, INC.

                                       AND

                              FUJI XEROX CO., LTD.


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                                TABLE OF CONTENTS

<TABLE>
<S>         <C>                                                                        <C>
        1.  DEFINITIONS..................................................................7
               a. "Products".............................................................7
               b. "Territory"............................................................7
               c. "System"...............................................................7
               d. "Sales Plan"...........................................................7
               e. "Sales Period".........................................................7
               f. "Fuji Xerox Reseller"..................................................7

        2.  APPOINTMENT AND AUTHORITY OF FUJI XEROX......................................8
               a. Appointment............................................................8
               b. Products...............................................................8
               c. Relationship of the Parties............................................8
               d. Prior Agreements.......................................................9

        3.  TERMS OF PURCHASE OF PRODUCTS BY FUJI XEROX..................................9
               a. Terms and Conditions...................................................9
               b. Prices.................................................................9
               c. Price Protection.......................................................9
               d. Taxes..................................................................10
               e. Order and Acceptance...................................................10
               f. Terms of Purchase Orders...............................................10
               g. Change Orders..........................................................10
               h. Payment................................................................10
               i. Shipping...............................................................11
               j. Rejection of Products..................................................11
               k. Stock Rotation.........................................................12
               l. Software Supplier Requirements.........................................12
               m. Life Endangering & Life Support Applications...........................12
</TABLE>

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<PAGE>   3
<TABLE>
<S>         <C>                                                                        <C>
        4.  WARRANTY TO FUJI XEROX.......................................................13
               a. Limited Warranty.......................................................13
               b. Support Services - AUSPEX Obligations..................................13
               c. Support Services - FUJI XEROX Warranty and Post-Warranty
                  Responsibilities and Obligations.......................................14
               d. Pricing................................................................15
               e. Payment................................................................16
               f. No Other Warranty......................................................16

        5.  INSTALLATION AND SERVICE.....................................................16

        6.  ADDITIONAL OBLIGATIONS OF FUJI XEROX.........................................17
               a. Sales Plan and Forecasts...............................................17
               b. Product Promotion......................................................17
               c. Demonstration Equipment................................................17
               d. Customer Satisfaction..................................................17
               e. Representations........................................................17
               f. Import and Export Requirements.........................................17
               g. Indemnification Regarding Subsidiaries and Affiliates..................18
               h. Inventory Report.......................................................18
               i. Market Development.....................................................18
               j. Sales Promotion........................................................18
               k. Product Quality........................................................18

        7.  ADDITIONAL OBLIGATIONS OF AUSPEX.............................................18
               a. Materials..............................................................18
               b. Testing................................................................18
               c. Training and Support...................................................18
               d. Marketing Fund.........................................................18
               e. Coop Fund..............................................................19
</TABLE>

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<PAGE>   4
<TABLE>
<S>         <C>                                                                        <C>
        8.  TERM AND TERMINATION.........................................................19
               a. Term...................................................................19
               b. Termination for Cause..................................................19
               c. Termination for Insolvency.............................................19
               d. AUSPEX Actions on Termination..........................................19
               e. Fulfillment of Orders upon Termination.................................20
               f. Return of Materials....................................................20
               g. Audit Rights...........................................................20
               h. Limitation on Liability................................................20
               i. Survival of Certain Terms..............................................20

        9.  PRODUCT LIABILITY SECTION
               a. General Limitation.....................................................20
               b. Third Party Indemnification required by Japanese Law...................21

        10. PROPERTY RIGHTS AND CONFIDENTIALITY..........................................21
               a. Property Rights........................................................21
               b. Sale Conveys No Right to Manufacture or Copy...........................21
               c. No Reverse Engineering.................................................21

        11. CONFIDENTIAL INFORMATION.....................................................21
               a. Confidential Information...............................................21
               b. Restrictions...........................................................22
               c. Limitations............................................................22
               d. Remedy.................................................................22

        12. INFRINGEMENT INDEMNITY.......................................................22
               a. Indemnification........................................................22
               b. Limitation.............................................................23

        13. TRADEMARKS AND TRADE NAMES...................................................23
               a. Use....................................................................23
               b. No Title...............................................................23
               c. Approval of Representations............................................23
</TABLE>

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<TABLE>
<S>         <C>                                                                        <C>
        14. GOVERNMENT APPROVALS.........................................................23

        15. EXPORT CONTROLS..............................................................24
               a. Compliance.............................................................24
               b. No Re-export...........................................................24

        16. FORCE MAJEURE................................................................24

        17. NOTICES......................................................................25

        18. ARBITRATION..................................................................25
               a. Arbitration of Disputes................................................25
               b. Exceptions.............................................................26

        19. GOVERNING LAW................................................................26

        20. PARTIAL INVALIDITY...........................................................26

        21. COUNTERPARTS.................................................................26

        22. COMMERCIAL POLICY............................................................26
               a. No Unauthorized Payments...............................................26
               b. Government Official....................................................27
               c. Notification...........................................................27
</TABLE>

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<PAGE>   6
<TABLE>
<S>         <C>                                                                        <C>
        23. GENERAL......................................................................27
               a. U.S. Dollars...........................................................27
               b. Visas..................................................................27
               c. Amendments.............................................................27
               d. Waiver.................................................................27
               e. Conflicts..............................................................27
               f. Assignment.............................................................27
               g. Approvals..............................................................28
               h. Authority..............................................................28
               i. English Language.......................................................28

        24. ENTIRE AGREEMENT.............................................................28
</TABLE>

        EXHIBITS

        EXHIBIT A - U.S. Domestic Price List

        EXHIBIT B - AUSPEX Systems, Inc. Operating System Software License
                    Agreement

        EXHIBIT C - AUSPEX Systems, Inc. Right-To Use Software License Agreement

        EXHIBIT D - Spare Parts Price List

        EXHIBIT E - Sales Plan

        EXHIBIT F - Resource Plan

        EXHIBIT G - Post-Warranty Support Pricing

        ATTACHMENT I - Pricing Discount(s) For Period

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<PAGE>   7
                    MASTER VALUE ADDED DISTRIBUTOR AGREEMENT

This Master Value Added Distributor Agreement ("Agreement") is effective as of
21 May 1997 between AUSPEX Systems, Inc. ("AUSPEX"), a Delaware corporation,
located at 5200 Great America Parkway, Santa Clara, California 95054, U.S.A.,
and FUJI XEROX Co., Ltd. ("FUJI XEROX") a Japanese corporation located at 1-20
Akasaka 6-Chome, Minato-ku Tokyo, 107 Japan. In consideration of the mutual
promises contained herein, the parties agree as follows:

WHEREAS, the intent of this Agreement is to expand AUSPEX business in Japan in
collaboration with FUJI XEROX Network Product Business Unit, who is acting on
behalf of FUJI XEROX Co., Ltd. and therefore is herein referred to as FUJI
XEROX. And,

WHEREAS, the OEM Agreement between AUSPEX and FUJI XEROX shall be terminated,
except for those surviving terms, and replaced by this Master Value Added
Distributor Agreement,

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

1.      DEFINITIONS

        The following terms shall have the following meanings in this Agreement:

        "Products" shall mean those products offered in the AUSPEX U.S. price
        list as amended from time to time. An example price list is included in
        Exhibit A. Products may be distinguished by categories, and the term
        "Products" shall include spare parts and tools sold by AUSPEX to the
        public. The term "Products" may also include AUSPEX products with
        "Argoss" Brand which are in FUJI XEROX's inventory as of May 21, 1997,
        and of which FUJI XEROX has sold with "Argoss" brand by May 21, 1997.

        "Territory" shall mean Japan.

        "System" shall mean a single AUSPEX NetServer and associated
        configurables, options, and peripherals.

        "Sales Plan" shall mean the Product sales plan attached hereto as
        Exhibit E.

        "Sales Period" shall mean the calendar quarter.

        "Fuji Xerox Resellers" shall mean those companies approved by Auspex for
        sale of Auspex Products thru FUJI XEROX. Such approved Reseller will
        lose accreditation if there are commercially reasonable reasons mutually
        agreed by both FUJI XEROX and AUSPEX.



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<PAGE>   8

2.      APPOINTMENT AND AUTHORITY OF FUJI XEROX

a.      Appointment.

    i.   Subject to the terms and conditions set forth herein, AUSPEX hereby
         appoints FUJI XEROX as a Master Value Added AUSPEX-label Distributor,
         for the purpose of non-exclusive distribution of Products to resellers
         and double label OEMs in the Territory of Japan for the Products under
         AUSPEX's Trademarks (as defined in Section 13), and FUJI XEROX hereby
         accepts such appointment. All Products supplied to FUJI XEROX by AUSPEX
         will be resold only in accordance with the terms and conditions of this
         Agreement.

    ii.  Notwithstanding the above, FUJI XEROX may sell Products to FUJI
         XEROX's Direct sales force for resale to end users.

    iii. FUJI XEROX shall not advertise, market, or otherwise seek customers for
         the Products outside the Territory or establish a Product branch or a
         repair or maintenance facility outside the Territory without the
         written consent of AUSPEX. During the term of this Agreement, FUJI
         XEROX shall actively promote the selling of AUSPEX products in
         applications where AUSPEX performance specifications meet the
         requirements.

    iv.  Nothing in this Agreement shall restrict AUSPEX from selling Products
         to any customers headquartered outside of the Territory for delivery in
         the Territory. Nothing in this Agreement shall prevent AUSPEX from
         selling Products, including AUSPEX-label products, to any OEMs, or
         other resellers, except FUJI XEROX's Resellers, including without
         limitation such resellers which are located within the Territory and/or
         which resell in the Territory. It is understood that AUSPEX shall fully
         support FUJI XEROX as a Master Value Added Distributor for its market
         expansion, and that, subject to AUSPEX's sole discretion, AUSPEX may
         appoint FUJI XEROX as an exclusive distributor in the Territory at a
         future time.

    v.   In the event that Products that are standard AUSPEX-label products are
         purchased directly from AUSPEX and shipped within the Territory, and
         FUJI XEROX can demonstrate a substantial contribution has been made by
         FUJI XEROX with respect to the sale, the parties shall review the
         circumstances, on a case by case basis, and may agree that a commission
         should be paid to FUJI XEROX with respect to that sale. Nothing in this
         Agreement, however, shall obligate AUSPEX to pay to FUJI XEROX a
         commission with respect to any particular Product sale.

b.       Products. Products may be discontinued by AUSPEX provided that AUSPEX
         gives ninety (90) days prior written notice to FUJI XEROX, or some
         other period as defined by AUSPEX's standard end of life policies. Upon
         receipt of such written notice, where possible, FUJI XEROX shall be
         allowed to place end-of-life orders for terminated Product(s) for up to
         60 days from receipt of written notice, and provided that such orders
         will have a requested delivery date of less than 120 days from date of
         order placement. AUSPEX shall have no obligation to continue the
         production of any Product.

         AUSPEX will provide FUJI XEROX with written notice sixty (60) days in
         advance of the effective date of any Product deletion where the deleted
         Product is being replaced by a successor or substitute Product.

c.       Relationship of the Parties. Each party shall conduct the work to be
         performed under this Agreement as an independent contractor and not as
         a joint venturer or an agent or employee of the other party. All
         financial obligations associated with FUJI XEROX's business are the
         sole responsibility of FUJI XEROX. All sales and other agreements
         between FUJI XEROX and its customers are FUJI XEROX's



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        exclusive responsibility and shall have no effect on AUSPEX's
        obligations under this Agreement. FUJI XEROX shall have no authority to
        act for or obligate AUSPEX in any manner.

d.      Prior Agreements. It is expressly agreed that except for the surviving
        provisions of the OEM Agreement of March 9,1993 and the Post Warranty
        Support Agreement dated January 14, 1993 between AUSPEX and FUJI XEROX,
        and except for all end user licenses granted in accordance with that
        same Agreement, which shall survive in accordance with their terms of
        license Agreement with end-users, all other Agreements and rights and
        obligations of the parties, relative to any prior agreement(s) or
        revisions thereto, shall cease and shall be terminated on the effective
        date of this Agreement.



3.      TERMS OF PURCHASE OF PRODUCTS BY FUJI XEROX

a.      Terms and Conditions. All purchases of Products by FUJI XEROX from
        AUSPEX during the terms of this Agreement shall be subject to the terms
        and conditions of this Agreement.

b.      Prices. All prices are F.O.B. AUSPEX's plant currently located at the
        address listed for AUSPEX at the beginning of this Agreement. The
        purchase price to FUJI XEROX for each of the Products, including spare
        parts ("Purchase Price"), shall be in accordance with the then current
        U.S. list price, as discounted in Attachment I. The discounts are
        applicable to AUSPEX's current prodUcts, which will be reviewed and
        agreed on an annual basis; [ *** ]

        In the event that FUJI XEROX has any difficulty in doing its business
        due to an unexpected situation, such as exchange fluctuation, both
        parties will discuss in good faith to share the cost for improvement, in
        order that FUJI XEROX can continue its normal business.

        [ *** ]

        [ *** ]

        [ *** ]

c.      [ *** ]

c.      Taxes. The Purchase Price does not include any taxes or duties that may
        be applicable to the Products. When AUSPEX has the legal obligation to
        collect such taxes or duties, the appropriate amount shall be added to
        FUJI XEROX's invoice and paid by FUJI XEROX unless FUJI XEROX
        provides AUSPEX with a valid exemption certificate authorized by the
        appropriate authority.

[ *** ] - Material omitted here, and filed separately with the Securities and
Exchange Commission, pursuant to a confidential treatment request.



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        e. Order and Acceptance. All orders for Products submitted by FUJI XEROX
        shall be initiated by written purchase orders sent to AUSPEX and
        requesting a delivery date during the term of this Agreement. Such order
        shall be accompanied by all other documentation reasonably requested by
        AUSPEX in connection with such purchase. An order may initially be
        placed orally if a confirmational written or facsimile purchase order is
        received by AUSPEX within five (5) days after the oral order is placed,
        provided shipment is not expected prior to receipt of the confirming
        written order. Facsimile orders are acceptable provided they are legible
        and complete. To facilitate AUSPEX's production scheduling, FUJI XEROX
        shall submit purchase orders to AUSPEX at least ninety (90) days prior
        to the requested date of delivery. No order shall be binding upon AUSPEX
        until accepted by AUSPEX in writing. AUSPEX shall notify FUJI XEROX of
        the acceptance or rejection of an order and of the assigned delivery
        date for accepted orders within ten (10) days after receipt of the
        purchase order. In case AUSPEX considers it difficult to deliver the
        Products on the delivery date specified in an accepted purchase order,
        AUSPEX shall advise FUJI XEROX thereof within the ten (10) day period
        and the parties shall discuss and determine a mutually acceptable
        alternative delivery date.

f.      Terms of Purchase Orders. FUJI XEROX's purchase orders submitted to
        AUSPEX from time to time with respect to Products to be purchased
        hereunder shall be governed by the terms of this Agreement, and nothing
        contained in any such purchase order shall in any way modify such terms
        of purchase or add any additional terms or conditions, unless AUSPEX and
        FUJI XEROX specifically state in a writing other than such purchase
        order that the terms of such purchase order are intended to modify the
        terms of this Agreement.

g.      Change Orders

    i.  FUJI XEROX may use written change orders without penalty for orders that
        have not yet been accepted by AUSPEX.

    ii. FUJI XEROX shall use its reasonable efforts not to request cancellation
        or rescheduling of any accepted orders that have been accepted by
        AUSPEX. However, FUJI XEROX may cancel or reschedule any such order,
        without penalty, by delivering written notice to AUSPEX at least fifteen
        (15) days prior to the ship date specified in AUSPEX's
        corresponding order acknowledgment. When FUJI XEROX requests
        rescheduling of any orders, AUSPEX shall use its reasonable efforts to
        reschedule the delivery date as requested by FUJI XEROX.

h.      [ *** ]

i.      Shipping. Unless otherwise expressly requested by FUJI XEROX, all
        Products delivered pursuant to the terms of this Agreement shall be
        suitably packed for air freight shipment in AUSPEX's standard shipping
        cartons, marked for shipment at FUJI XEROX's address set forth above,
        and delivered to FUJI XEROX or FUJI XEROX's carrier agent F.O.B.
        AUSPEX's factory at which time title to such Products (except licensed
        software) and risk of loss shall pass to FUJI XEROX. FUJI XEROX shall
        select the carrier. All freight, insurance, and other shipping expenses,
        as well as any special packing or handling expense, shall be reimbursed
        by FUJI XEROX. For any returned products received by FUJI XEROX a result
        of an error by AUSPEX in shipment may be returned at AUSPEX's expense
        for credit issued via wire transfer.



[ *** ] - Material omitted here, and filed separately with the Securities and
Exchange Commission, pursuant to a confidential treatment request.



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j.      Rejection of Products. All Products shipped for replacement under this
        provision will be new unless otherwise agreed. FUJI XEROX shall inspect
        all Products promptly upon receipt thereof and may reject any Product
        that fails in any material way to meet the specifications set forth in
        AUSPEX's current brochure for that Product. AUSPEX will provide new
        replacement Products with no charge to FUJI XEROX, if FUJI XEROX finds
        the Products defective within thirty (30) days from the date of shipment
        to the end-users ( "Rejection Period") Any Product not properly rejected
        within the "Rejection Period" shall be deemed accepted on the earlier of
        the end of the Rejection Period or acceptance of the Product by FUJI
        XEROX's customer. If any unit of a Product is shipped by FUJI XEROX to
        its customer prior to expiration of the Rejection Period, then that unit
        shall be deemed accepted upon receipt by FUJI XEROX unless or until a
        separate procedure is established between AUSPEX and FUJI XEROX to
        reject a separate Product. In any case, FUJI XEROX shall, within the
        Rejection Period, notify AUSPEX in writing or by telecopy of its
        rejection and request a Return Material Authorization number ("RMA
        number"). AUSPEX shall provide the RMA number in writing (which may be
        by email or telecopy) to FUJI XEROX within four (4) working days after
        receipt of the request. Within 21 days after receipt of the RMA, FUJI
        XEROX shall return to AUSPEX the rejected Product, freight prepaid, in
        its original shipping carton with the RMA number displayed on the
        outside of the carton.

        As promptly as practicable but no later than twenty (20) working days
        after receipt by AUSPEX of properly rejected Products, AUSPEX shall, at
        its option and expense, take reasonable steps to either repair or
        replace the Products. In case AUSPEX considers it difficult to repair
        the returned Product within the twenty (20) working day period, AUSPEX
        shall, within seven (7) working days after receipt of the returned
        Product, notify FUJI XEROX thereof with reason for the delay and
        estimated date of completion of the repair and obtain FUJI XEROX's
        approval of such delay, which approval shall not be unreasonably
        withheld. In such case, AUSPEX shall provide FUJI XEROX with replacement
        Product at no charge. If, after the exercise of reasonable efforts,
        AUSPEX is unable to repair or replace the Product, FUJI XEROX shall be
        relieved of its payment obligation for such defective Product and AUSPEX
        shall refund any payments made by FUJI XEROX for it, and AUSPEX shall
        have no further liability to FUJI XEROX in connection with such Product.
        For any properly rejected Products, AUSPEX shall pay all charges for
        importation into the United States, if any, and shall also pay the
        shipping (including costs for insurance) back to FUJI XEROX, and FUJI
        XEROX shall pay all charges accompanied with re-importation of such
        Products into the Territory.

k.      [ *** ]

l.      Software Requirements

        FUJI XEROX agrees to comply with any standard AUSPEX sub-licensing
        restrictions imposed by AUSPEX with respect to any software constituting
        or incorporated into any Product. FUJI XEROX also agrees in all respects
        to comply with and abide by all restrictions imposed by each third party
        licensor or supplier of software or other items constituting or
        incorporated into any Product. Without limiting the foregoing, FUJI
        XEROX agrees to comply with and abide by each restriction and
        requirement which AUSPEX is obligated to impose upon FUJI XEROX as a
        distributor of AT&T Information Systems, Inc. and Sun Microsystems, Inc.
        software licensed to AUSPEX, as set forth in the applicable provisions
        of the portions of AUSPEX's agreements with these companies attached
        hereto as Exhibits B and C, respectively.

[ *** ] - Material omitted here, and filed separately with the Securities
        and Exchange Commission, pursuant to a confidential treatment request.


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<PAGE>   12

        Except as specifically granted in the attached license agreements marked
        Exhibits B & C, and notwithstanding anything else to the contrary in
        this agreement, this agreement grants no license, right or interest in
        AUSPEX intellectual property, in any form whatever, whether for products
        or software, complete or in design, whether stored electronically or in
        written form on drawings or sketches, or whether patented copyrighted,
        trademarked, or not.

m.      Life Endangering and Life Support Applications

        A. Products are not fault tolerant and are not designed, manufactured or
           intended for use or resale as on-line control equipment in
           environments requiring fail-safe performance where the failure,
           malfunction, or lapse in the Product's reliability, whether or
           not significant, carries a risk of death, bodily injury or severe
           physical or environmental damage. These purposes or activities are
           defined as "Prohibited Purposes" or "High Risk
           Activities" which include, but are not limited to, nuclear
           facilities, aircraft navigation or communication, air traffic
           control, life support, or other environments where fault tolerant
           performance is critical to the safety of the activity and any less
           capability represents a recognizable hazard.

        B. FUJI XEROX represents and warrants that it shall not knowingly use or
           resell the products for such Prohibited Purposes. FUJI XEROX further
           warrants that it shall ensure that any other end users of Products
           are provided with a notice substantively similar to that set forth
           above.

        C. FUJI XEROX shall indemnify and hold AUSPEX, its officers, directors,
           shareholders, employees, agents, insurers, attorneys, successors and
           assigns harmless from and against any and all liability, losses,
           claims, expenses (not including attorney's fees), demands or damages
           of any kind arising out of or in any way connected with a breach of
           the above representations or warranties or use; provided that AUSPEX
           (i) promptly notifies FUJI XEROX in writing of such action, (ii)
           provides FUJI XEROX with all reasonable assistance for the defense or
           settlement of such action, and (iii) grants to FUJI XEROX sole
           authority and control over the defense or settlement of such action
           of any Product sold to FUJI XEROX.

4.    WARRANTY TO FUJI XEROX

a.      Limited Warranty. AUSPEX warrants that for the applicable Warranty
        Period (as hereafter defined), the Products (i) shall be free from
        defects in material and workmanship, and (ii) when

        (A)     operated in a suitable environment as specified in the
                appropriate product description and

        (B)     properly maintained and operated, will perform substantially in
                accordance with AUSPEX's applicable published specifications. If
                a Product does not meet this standard, AUSPEX's exclusive
                liability and obligations arising out of this warranty shall be
                to exercise its reasonable efforts to provide the support
                services described in this section (the "Support Services"). In
                addition, AUSPEX's obligation under this warranty with respect
                to software shall be limited to using its reasonable efforts to
                correct such defects (or if the software is licensed to AUSPEX
                by a third party, using its reasonable efforts to cause the
                third party to correct such defect subject to AUSPEX's existing
                agreements with such third parties) and supply FUJI XEROX with a
                corrected version of such software as soon as practicable after
                such defects have been reported to AUSPEX by FUJI XEROX. AUSPEX
                does not warrant that operation of any software shall be
                uninterrupted or error free. AUSPEX's warranty obligations shall
                be void if any Product, or portion thereof, is modified without
                the written consent of AUSPEX or is subjected to misuse, abuse,
                accident, or any



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<PAGE>   13
                 use other than the normal and intended use of the Product as
                 set forth in the applicable documentation for the Product. For
                 purposes of this Agreement, the Warranty Period shall be for a
                 period of 180 days for software and 180 days for hardware
                 commencing on the date of installation at the end-user
                 customer.* For hardware Products replaced by AUSPEX under this
                 warranty, this warranty will continue to apply for the
                 unexpired period of the original 180 day warranty term, or for
                 ninety (90) days following installation of the replacement
                 Product to end user, whichever is longer. FUJI XEROX will
                 report such installation date to AUSPEX. The warranty period
                 shall apply regardless of any extended warranty period which
                 FUJI XEROX or its resellers may choose to provide to end-users.
                 In case that Products are ordered by an end user as a System,
                 and that each Product for the System is installed separately to
                 the end user due to the different lead time of each Product or
                 FUJI XEROX's inventory status, beginning of Warranty Period
                 shall be the installation date of main cabinet of the System.
                 AUSPEX will sell to FUJI XEROX any materials required by FUJI
                 XEROX to implement any Product revision changes that may be
                 required to bring the Product to AUSPEX current shipping
                 revisions for that Product - both Operating System, Hardware
                 and Firmware. Such materials will be provided at no charge if
                 it is within 180 days from the date of Product shipment by
                 AUSPEX. Introduction to the Product, by FUJI XEROX or FUJI
                 XEROX Resellers, of any hardware products not supplied to FUJI
                 XEROX by AUSPEX will void the terms of both the warranty and
                 the post warranty support.

         * Example of practice pertaining to calculation of Warranty Period: For
         units installed on 10 May, 1 June is beginning of warranty period.

b.       Support Services - AUSPEX Obligations. The post-warranty period for
         Systems covered by this Agreement begins, provided a Support Agreement
         is in place, at the end of the Warranty Period. During both the
         warranty and post-warranty periods AUSPEX shall exercise reasonable
         efforts to:

    i.   Provide third level technical support via facsimile, electronic mail,
         or telephone calls 24 hours per day, 7 days per week, 365 days a year.
         Such technical support shall include assistance in hardware and/or
         software problem determination, software problem resolution, technical
         and management escalation, remote diagnosis availability, and
         distribution of technical tips and bulletins. When requested by FUJI
         XEROX, AUSPEX will provide technical and sales support to FUJI XEROX's
         direct sales force and FUJI XEROX Resellers by collaborating with FUJI
         XEROX.

    ii.  Provide maintenance software updates as they are released by AUSPEX for
         international distribution. These will consist initially of one copy of
         media and documentation for each System covered by this Agreement for
         which the warranty is in effect or which is covered by Warranty or a
         Post-Warranty Support Agreement.

    iii. Provide technical training of FUJI XEROX's support people as set forth
         in this Agreement. AUSPEX will notify FUJI XEROX of class schedules as
         they are developed, and confirm training availability to FUJI XEROX,
         based upon FUJI XEROX's forecast of training requirements. AUSPEX will
         also notify FUJI XEROX of any changes to class content.

    iv.  Provide notification to FUJI XEROX of Field Change Orders ("FCOs")
         affecting any System purchased by FUJI XEROX. AUSPEX will plan
         implementation of those FCOs with FUJI XEROX. FCOs will be implemented
         by swapping affected Field Replaceable Units ("FRUs") on a one-for-one
         basis, or by any other methodology in effect by AUSPEX for other
         distributors of the Product.

    v.   Log service calls for both hardware failures and non-hardware problems
         escalated by FUJI XEROX to AUSPEX. AUSPEX will maintain FUJI XEROX
         system configurations in a database to aid in problem determination and
         FCO management subject to subsection 4.c.viii.



                                       13
<PAGE>   14

    vi. Provide defective part replacements to FUJI XEROX when notified by FUJI
        XEROX of a FRU failure requiring part replacement. AUSPEX will provide
        FUJI XEROX a Return Material Authorization ("RMA") number and ship
        replacement parts, freight pre-paid, to FUJI XEROX within 24 hours of
        notification. Replacement parts will be provided on a one-for-one
        exchange basis, and defective parts are returned to AUSPEX after
        replacement parts are received by FUJI XEROX.

   vii. Provide on-site technical support if requested by FUJI XEROX. AUSPEX
        will use reasonable efforts to provide this emergency support within
        three (3) working days of such request.

  viii. Offer spare parts under RMA process to FUJI XEROX, for a period of five
        (5) years calculated from the date of FUJI XEROX's final order accepted
        by AUSPEX for each of the Products, functionally equivalent maintenance,
        replacement and repair parts for those products.

    ix. Clarify the cause of Product failure, and provide trouble report to FUJI
        XEROX when required by FUJI XEROX, at AUSPEX's own cost and
        responsibilities. In case of delayed return of defective parts to AUSPEX
        by FUJI XEROX, no priority shall be given to such failure analysis.

    x.  Make its best effort to maintain and improve Product quality in
        cooperation with FUJI XEROX.

    xi. Provide free support for one support system, and any other number as
        mutually agreed, which FUJI XEROX may purchase from AUSPEX for the
        Second Phase support.

   xii. AUSPEX will provide FUJI XEROX with one free copy of a software license
        for each Product and each system, which FUJI XEROX needs for the second
        level support.

c.      Support Services - FUJI XEROX Warranty and Post-Warranty
        Responsibilities and Obligations. During both the warranty and
        post-warranty periods, as a condition precedent to AUSPEX's obligations
        in this section, FUJI XEROX shall:

    i.  As its own responsibility provide second level technical and sales
        support to FUJI XEROX's direct sales force and FUJI XEROX's
        resellers to ensure that its sales force and its resellers can provide
        appropriate primary pre and post sales support. AUSPEX will provide free
        technical training for up to four (4) individuals per year. AUSPEX will
        review the Resellers' ability to provide post-sales support on an
        annual basis; this review will be conducted by representatives of
        AUSPEX's Customer Satisfaction Organization.

    ii. Notify AUSPEX, by providing a Point of Sale (POS) Report by the last
        calendar day of each month, of the systems that FUJI XEROX has installed
        for that prior fiscal month ending the 20th of each month. The
        information listed below, may be provided by either facsimile or
        electronic mail:

                  System type
                  System serial number
                  Installation date
                  Customer name and location (when available)
                  Part number, serial number and revision level of all board
                  power supplies and drives in the system via the output of the
                  AUSPEX system command 'ax_config -d Warranty expiration
                  date

   iii. Purchase and maintain spare parts in sufficient quantities (as
        recommended by AUSPEX) to support FUJI XEROX's customers' systems.

    iv. Send people to technical training at AUSPEX facilities in the U.S.
        pursuant to Subsection 7.c.



                                       14
<PAGE>   15

    v.   Respond to FUJI XEROX's customers' calls and use reasonable efforts to
         resolve the customers' problems prior to escalating such calls to
         AUSPEX.

    vi.  Log requests for AUSPEX support including replacement parts with AUSPEX
         via telephone or facsimile as soon as possible after determining a need
         for such support, using processes and procedures agreed between AUSPEX
         and FUJI XEROX.

    vii. Return immediately both defective parts and parts requiring FCOs to
         AUSPEX, freight pre-paid (responsibility of FUJI XEROX), to arrive at
         an AUSPEX facility in the U.S. within 21 days of receipt of the
         replacement part by FUJI XEROX. FUJI XEROX shall not 'batch' or
         otherwise unnecessarily delay the return of such materials to AUSPEX.
         If for any reason the defective or FCO parts are not received by AUSPEX
         within the time specified above, then AUSPEX reserves the right to
         review and revise the method of parts replacement.

  viii.  Plan with AUSPEX for the implementation of FCOs as they are released.

    ix.  Provide AUSPEX with system configuration updates periodically to assist
         in the maintenance of AUSPEX system configuration database.

d.       Pricing.

    i.   [ *** ]

    ii.  During any period other than the Warranty Period, FUJI XEROX will pay
         AUSPEX in advance, a fixed fee per calendar quarter per System, per
         Exhibit G attached hereto. Exhibit G maybe amended from time to time to
         reflect new Products and prices. The number of Systems will be
         determined at the end of each calendar month, and will be invoiced at
         the end of each quarter, pro-rated from the first day of the month
         following installation date, for the next quarter. Training and on-site
         support, if requested, will be charged as follows:

         (A)     Training: Training in addition to that described in Subsection
                 7.c will be charged for per Exhibit G.

         (B)     On-Site Support: Emergency on-site support will be charged for
                 per Exhibit G.

         (C)     [ *** ]

d.       Payment. FUJI XEROX will issue a purchase order to AUSPEX by the 1st
         day of each quarter for the chargeable services contained herein.
         AUSPEX will issue an invoice to FUJI XEROX by the 15th day of the first
         month of each calendar quarter (January, April, July, October). FUJI
         XEROX will pay AUSPEX within 30 days of receipt of such invoice. Ref.
         Exhibit G.



[ *** ] - Material omitted here, and filed separately with the Securities and
Exchange Commission, pursuant to a confidential treatment request.



                                       15
<PAGE>   16

f.      NO OTHER WARRANTY. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE,
        AUSPEX HEREBY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, BY
        STATUTE OR OTHERWISE, REGARDING THE PRODUCTS INCLUDING, WITHOUT
        LIMITATION, ANY WARRANTIES FOR FITNESS FOR ANY PURPOSE, QUALITY,
        MERCHANTABILITY, NON-INFRINGEMENT, OR OTHERWISE, OR WARRANTIES ARISING
        OUT OF A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE. AUSPEX MAKES
        NO WARRANTY OR REPRESENTATION CONCERNING THE SUITABILITY OF ANY PRODUCT
        FOR USE IN ANY COMPUTER NETWORK OR OTHER INSTALLATION, AND FUJI XEROX
        ASSUMES FULL RESPONSIBILITY FOR SELECTION OF THE PRODUCTS. AUSPEX'S
        OBLIGATIONS ARE TO FUJI XEROX ONLY AND ARE NOT TRANSFERABLE, AUSPEX
        SHALL HAVE NO OBLIGATION OR LIABILITY TO ANY CUSTOMER OF FUJI XEROX, AND
        FUJI XEROX SHALL BE EXCLUSIVELY RESPONSIBLE FOR WARRANTY SUPPORT OF ITS
        CUSTOMERS.

5.      INSTALLATION AND SERVICE

        FUJI XEROX shall have the responsibility to install the Products, test
        the installed Products, service and repair the Products, and train its
        customers with respect to the use of Products sold. These services shall
        be performed only by specially and properly trained personnel of FUJI
        XEROX or a third party contracted by FUJI XEROX, so long as such third
        party has received technical product training by AUSPEX, or equivalent
        from FUJI XEROX, and shall be prompt and of the highest quality. FUJI
        XEROX shall maintain a properly equipped service department as required
        and shall keep on hand, at all times, accessories and equipment
        sufficient to meet the needs of the Territory, as well as a complete and
        adequate supply of spare parts, as recommended by AUSPEX from time to
        time, to properly service Products used in the Territory. FUJI XEROX
        shall pattern its services after AUSPEX's own domestic program. FUJI
        XEROX is free to determine the pricing of its support program provided
        to its customers. FUJI XEROX shall defend, indemnify, and hold AUSPEX
        harmless for any failure by FUJI XEROX to perform any of FUJI XEROX's
        obligations to any individual or entity.

6.      ADDITIONAL OBLIGATIONS OF FUJI XEROX

a.      Sales Plan and Forecasts. By the end of every FUJI XEROX fiscal quarter,
        FUJI XEROX will submit to AUSPEX a best estimate, but non-binding,
        six-month rolling forecast of FUJI XEROX's projected purchase quantities
        showing prospective orders by customer and Product type, including spare
        parts, training requirements, and intended delivery dates. Fuji Xerox
        will endeavor to report known or potentially significant deviations from
        the forecast on an as required or monthly basis. Significant deviations
        are defined as those are changes that equate to 20% or more of the total
        in a product type or overall product volume, and may include other
        criteria that Fuji Xerox is made aware of by Auspex on a real time
        basis.

b.      Product Promotion. FUJI XEROX shall, at its own expense and consistent
        with the sales policies of AUSPEX, vigorously promote the sale of the
        Products within the Territory and use its best efforts to achieve or
        exceed the Sales Plan. Such promotion shall include but not be limited
        to:

    i.  placing the Products in FUJI XEROX's catalogues as soon as possible,
        advertising the Products in trade publications, and featuring the
        Products in appropriate trade shows;



                                       16
<PAGE>   17

    ii. providing adequate contact with existing and potential customers within
        the Territory on a regular basis, consistent with good business
        practice;

   iii. assisting AUSPEX in assessing customer requirements for the Products,
        including modifications and improvements thereto, in terms of quality,
        design, functional capability, and other features; and

    iv. submitting market research information, as reasonably requested by
        AUSPEX, regarding its customers, prospects, competition and changes in
        the market within the Territory.

c.      Demonstration Equipment. FUJI XEROX shall maintain three suitably
        configured, operational demonstration System at FUJI XEROX's facility at
        all times, which FUJI XEROX may purchase at special price or no charge.
        The demonstration System shall be the most current model of AUSPEX's
        primary Product line. AUSPEX will provide post warranty support for
        demonstration equipment free of charge.

d.      Customer Satisfaction. FUJI XEROX agrees to use AUSPEX's methods,
        including but not limited to the Post Installation and Annual survey
        processes, for measuring customer satisfaction, and will use its best
        efforts to ensure that AUSPEX's customer satisfaction standards are
        being achieved. AUSPEX and FUJI XEROX will formally review customer
        satisfaction and the quality of FUJI XEROX's service and support program
        no less frequently than once during each calendar quarter. AUSPEX will
        be given full and free access to appropriate FUJI XEROX records to audit
        FUJI XEROX's performance in this respect.

e.      Representations. FUJI XEROX shall not make any false or misleading
        representations to customers or others regarding AUSPEX or the Products.
        FUJI XEROX shall not make any representations, warranties or guarantees
        with respect to the specifications, features or capabilities of the
        Products that are not consistent with AUSPEX's documentation
        accompanying the Products or AUSPEX's literature describing the
        Products.

f.      Import and Export Requirements. FUJI XEROX shall, at its own expense,
        pay all import and export licenses and permits, pay customs charges and
        duty fees, and take all other actions required to accomplish the export
        and import of the Products purchased by FUJI XEROX.

g.      Indemnification Regarding Subsidiaries and Affiliates. AUSPEX desires
        that it not be exposed to any liability as a result of the manner in
        which FUJI XEROX organizes its operations in the Territory. Accordingly,
        FUJI XEROX shall defend, indemnify, and hold harmless AUSPEX from any
        costs, claims, or liabilities, incurred by FUJI XEROX for any matter
        arising out of FUJI XEROX's activities with its subsidiaries or
        affiliates arising out of this Agreement or any termination thereof.

h.      Inventory Report. By the last calendar day of each month, FUJI XEROX
        will submit an inventory report to AUSPEX, covering FUJI XEROX's prior
        fiscal month ending 20th of each month. The inventory report includes
        product name, product number, part number, serial number, and number of
        inventory units.

i.      Market Development. FUJI XEROX will make its commercially reasonable
        efforts to develop its resellers in the Territory. FUJI XEROX will
        obtain prior approval of AUSPEX before signing of reseller.

j.      Sales Promotion. FUJI XEROX will make commercially reasonable efforts to
        maximize sales of Products. AUSPEX will use its best efforts to support
        such FUJI XEROX sales activities.



                                       17
<PAGE>   18


k.      Product Quality Improvement. FUJI XEROX will spend its own resources for
        Product quality improvement and customer satisfaction, including
        incoming inspection, customer technical support, and others.

7.      ADDITIONAL OBLIGATIONS OF AUSPEX

a.      Materials. AUSPEX may provide FUJI XEROX, at AUSPEX's cost, with
        marketing and technical information concerning the Products as well as
        reasonable quantities of brochures, instructional material, advertising
        literature, and other Product data, as well as artwork, photographs, and
        such available sales aids as press releases, videotapes, and
        demonstration programs.

b.      Testing. AUSPEX shall test all Products before shipment to FUJI XEROX.
        Each Product shall be accompanied by the test report specifying the
        types of tests conducted and the results. AUSPEX shall conduct the tests
        for Japanese standard such as VCCI, JATE, etc.

c.      Training and Support. The sales training shall be tuition free, but FUJI
        XEROX shall be responsible for all travel and living expenses of its
        employees who take the sales training or other training identified in
        Section 4.c. In addition, FUJI XEROX shall be entitled to have two (2)
        FUJI XEROX employee representatives attend each AUSPEX annual sales
        meeting and each AUSPEX new Product introduction.

d.      [ *** ]

e.      [ *** ]

8.      TERM AND TERMINATION

a.      Term. This Agreement shall continue in force until 20 May 1999 unless
        terminated earlier under the provisions of this Section 8 or as
        otherwise set forth herein. After the end of this initial term, or any
        renewal period, for administrative convenience, this Agreement shall
        renew automatically unless a written notice of termination is delivered
        by either party to the other party at least six (6) months prior to the
        end of the period. Any such automatic renewal shall be effective for the
        immediately following one (1) year period.

b.      Termination for Cause. If either party materially defaults in the
        performance of any provision of this Agreement, then the non-defaulting
        party may give written notice to the defaulting party describing the
        default and stating that if the default is not cured within sixty (60)
        days from the date such notice is deemed to be served this Agreement
        will be terminated. If the default is not cured by the end of the sixty
        (60) day period, this Agreement shall automatically terminate. In
        addition, AUSPEX shall be entitled to terminate this Agreement, without
        opportunity of FUJI XEROX to cure, (i) upon delivery of written notice
        to FUJI XEROX in the event of a breach by FUJI XEROX of its obligations
        pursuant to either Section 10 or Section 11 below, (ii) upon delivery of
        written notice to FUJI XEROX if FUJI XEROX fails to meet its minimum
        purchase obligations, if previously established, or (iii) five business
        days after delivery by AUSPEX to FUJI XEROX of notice demanding payment
        of any amounts owed by FUJI XEROX to AUSPEX hereunder if no such payment
        has been received by AUSPEX within such five (5) day period. The parties
        agree that these notice, cure and termination periods are commercially
        reasonable.

[ *** ] - Material omitted here, and filed separately with the Securities and
Exchange Commission, pursuant to a confidential treatment request.

                                       18
<PAGE>   19

c.      Termination for Insolvency. Either party shall be entitled to terminate
        this Agreement, on written notice to the other party, (i) if the other
        party files a voluntary petition commencing bankruptcy proceedings or
        other proceedings for the general settlement of its debts, or an
        involuntary bankruptcy proceeding is commenced against the other party
        and is not resolved in such party's favor within sixty (60) days, (ii)
        if a receiver has been appointed over the whole or any substantial part
        of the assets of the other party, (iii) if the other party makes a
        general assignment for the benefit of creditors, or (iv) if the other
        party dissolves, liquidates, or ceases the conduct of business in the
        normal course, or takes any corporate action in furtherance thereof.

d.      AUSPEX Actions on Termination. Upon any termination of this Agreement:

        At FUJI XEROX's option communicated to AUSPEX in writing at least thirty
        (30) days prior to the effective date of the termination, AUSPEX will
        determine, on a case by case basis, the terms, if any, under which
        AUSPEX will offer any warranty to any of FUJI XEROX's then current
        customers. FUJI XEROX shall provide to AUSPEX all reasonable cooperation
        to enable AUSPEX to perform any obligations it desires to provide for
        such customers. To the extent FUJI XEROX has prepaid amounts to AUSPEX
        for Product support, AUSPEX will provide an appropriate refund to FUJI
        XEROX, if AUSPEX does not intend to provide such support.

e.      Fulfillment of Orders Upon Termination. Upon termination of this
        Agreement other than for FUJI XEROX's cause, breach or insolvency
        or by AUSPEX pursuant to Section 8c, AUSPEX shall continue to fulfill,
        subject to the terms of Section 3 above, all orders accepted by AUSPEX
        prior to the date of termination.

f.      Return of materials. All Confidential Information, trademarks, trade
        names, patents, copyrights, designs, drawings, formulas or other data,
        photographs, samples, literature, and sales aids of every kind shall
        remain the property of AUSPEX. Within thirty (30) days after the
        termination of this Agreement, FUJI XEROX shall prepare all such
        tangible items in its possession for shipment, as AUSPEX may direct, at
        AUSPEX's expense. FUJI XEROX shall not make, use, dispose of or retain
        any copies of any confidential items, software, or information which may
        have been entrusted to it. Effective upon the termination of this
        Agreement, FUJI XEROX shall cease to use all intellectual property of
        AUSPEX. Notwithstanding the foregoing, upon termination of this
        Agreement other than for cause, insolvency or breach, FUJI XEROX shall
        have the right to continue maintenance and support services for users of
        the Products where FUJI XEROX deems necessary until AUSPEX or its
        designee shall be prepared to take over such services and, in such case,
        FUJI XEROX shall have the right to retain such materials necessary to
        conduct the services and AUSPEX shall continue to supply spare parts and
        other support is required and under the terms of this Agreement, subject
        to payment terms satisfactory to AUSPEX.

g.      Audit Rights. At any time, with reasonable notice, during the term of
        this Agreement, and during the six (6) months after any termination of
        this Agreement, AUSPEX shall be entitled, at its expense, to audit, or
        have audited, FUJI XEROX's records which pertain to FUJI XEROX's
        performance and compliance with its obligations, warranties, and
        representations in this Agreement.

h       Limitation on Liability. In the event of termination by either party in
        accordance with any of the provisions of this Agreement, neither party
        shall be liable to the other, because of such termination, for
        compensation, reimbursement or damages on account of the loss of
        prospective profits or anticipated sales or on account of expenditures,
        inventory, investments, leases or Commitments in connection with the
        business or goodwill of AUSPEX or FUJI XEROX.

        Termination shall not, however, relieve either party of obligations
        incurred prior to the termination.


                                       19
<PAGE>   20




i       Survival of Certain Terms and Conditions. The provisions of Sections 3
        (as to Products shipped after termination, but excluding 3.g & 3.k),
        4.a, 4.e, 4.f, 6.g, 6.h, 8, 9, 10, 11, 12, and 14 through 23 shall
        survive the termination of this Agreement for any reason and all
        end-user licenses granted in accordance with this Agreement shall
        survive in accordance with their terms of license Agreement with
        end-users. All other rights and obligations of the parties shall cease
        upon termination of this Agreement.

9.      PRODUCT LIABILITY: GENERAL LIMITATION & THIRD PARTY INDEMNIFICATION

a.      AUSPEX'S LIABILITY ARISING OUT OF THE SALE OF THE AUSPEX PRODUCTS SHALL
        BE LIMITED TO THE AMOUNT PAID BY FUJI XEROX FOR THE AUSPEX PRODUCTS. IN
        NO EVENT SHALL AUSPEX BE LIABLE FOR COSTS OF PROCUREMENT OR SUBSTITUTE
        GOODS. IN NO EVENT SHALL AUSPEX BE LIABLE FOR ANY SPECIAL,
        CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON
        ANY THEORY OF LIABILITY, ARISING OUT OF SUCH SALES. THESE LIMITATIONS
        SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY
        REMEDY, Provided THAT THE LIMITATION OF LIABILITY AS PROVIDED IN THIS
        SECTION SHALL NOT, TO THE EXTENT REQUIRED BY THE JAPANESE PRODUCT
        LIABILITY LAW, BE APPLIED TO THE PROVISIONS OF SECTION 9b.

b.      AUSPEX agrees to indemnify FUJI XEROX against any claim directly arising
        out of or resulting from the Agreement or a defect (kekkan) in the
        Products (which is defined in Article 2 of the Japanese Product
        Liability Law, Law No. 85 of 1994), provided that any such claim (i) is
        attributable to bodily injury, death or injury to or destruction of
        physical property (other than the Products), (ii) that FUJI XEROX
        actually pays out damages on such claim to a third party claimant, and
        (iii) with respect to claims which arise out of a defect of the
        Products, that FUJI XEROX is able to provide to AUSPEX reasonable
        evidence of such claim, which establishes based on a pursuing third
        partyAfs claim that FUJI XEROX is liable to such third party under the
        aforementioned Japanese Product Liability Law. This obligation on the
        part of AUSPEX is subject to FUJI XEROXAfs obligation to (a) give AUSPEX
        prompt written notice of any such claim, (b) grant AUSPEX control of the
        defense and settlement of such claim, and (c) assist fully in the
        defense provided that AUSPEX reimburses FUJI XEROXAfs out-of pocket
        costs. AUSPEX has no liability for any settlement or compromise made
        without its prior written consent.


10.     PROPERTY RIGHTS AND CONFIDENTIALITY

a.      Property Rights. FUJI XEROX agrees that this Agreement does not transfer
        to FUJI Xerox any right, title, and interest in the Products or in any
        patents, trademarks, trade names, inventions, copyrights, know-how, and
        trade secrets relating to the design, manufacture, operation or service
        of the Products. The use by FUJI XEROX of any of these rights is
        authorized only for the purposes herein set forth, and, except as
        otherwise expressly set forth herein, such authorization shall cease
        upon termination of this Agreement for any reason.

b.      Sale Conveys No Right to Manufacture or Copy. The Products are offered
        for sale and are sold by AUSPEX subject in every case to the condition
        that such sale does not convey any license, expressly or by implication,
        to manufacture, duplicate or otherwise copy or reproduce any of the
        Products.


                                       20

<PAGE>   21



c.       No Reverse Engineering. FUJI XEROX shall not, and shall not assist
         others to, reverse engineer any of the Products or any portion thereof.
         FUJI XEROX shall notify AUSPEX if FUJI XEROX becomes aware of any
         individual or entity attempting to reverse engineer any Products or any
         portion thereof.

11.      CONFIDENTIAL INFORMATION

a.       Confidential Information. The term "Confidential Information" shall
         mea n (i) any information disclosed by one party to the other pursuant
         to this Agreement which is in written graphic, machine readable or
         other tangible form and is marked "Confidential", "Proprietary" or in
         some other manner to indicate its confidential nature, and (ii) the
         terms of this Agreement. Confidential Information may also include oral
         information disclosed by one party to the other pursuant to this
         Agreement, provided that such information is designated as confidential
         at the time of disclosure and is reduced to writing by the disclosing
         party within a reasonable time (not to exceed thirty (30) days) after
         its oral disclosure, and such writing is marked in a manner to indicate
         its confidential nature and delivered to the receiving party. The
         parties agree that FUJI XEROX can be identified as an authorized value
         added distributor of AUSPEX in the Territory.

b.       Restrictions. Each party shall treat as confidential all Confidential
         Information of the other party, shall not use such Confidential
         Information except as set forth herein, and shall not disclose such
         Confidential Information to any third party except as may be reasonably
         required in connection with the manufacture, use, sale or distribution
         of Products pursuant to this Agreement, and subject to confidentiality
         obligations at least as protective as those set forth herein. Without
         limiting the foregoing, each of the parties shall use at least the same
         degree of care which it uses to prevent the disclosure of its own
         confidential information of like importance to prevent the disclosure
         of Confidential Information disclosed to it by the other party under
         this Agreement. Each party hereby acknowledges as to the other's
         Confidential Information that such Confidential Information is
         commercially and competitively valuable, that, by this Agreement, each
         party is taking reasonable steps to protect its legitimate interest in
         its Confidential Information and that the restrictions contained in
         this Agreement are reasonably necessary in order to protect each
         party's legitimate interest in its Confidential Information.

c.       Limitations. Notwithstanding the above, neither party shall have
         liability to the other with regard to any Confidential Information of
         the other which:

    i.   was in the public domain at the time it was disclosed or becomes in the
         public domain through no fault of the receiver;

    ii.  was known to the receiver, without restriction, at the time of
         disclosure;

    iii. is disclosed with the prior written approval of the discloser;

    iv.  was independently developed by the receiver without any use of the
         Confidential Information;

    v.   becomes known to the receiver, without restriction, from a source other
         than the discloser without breach of this Agreement by the receiver and
         otherwise not in violation of the discloser's rights;

    vi.  is disclosed to third parties by the discloser without restrictions
         similar to those contained in this Agreement; or

                                       21
<PAGE>   22


    vii. is disclosed pursuant to the order or requirement of a court,
         administrative agency, or other governmental body, provided, however,
         that the receiver shall provide prompt notice thereof to enable the
         discloser to seek a protective order or otherwise prevent such
         disclosure.

d.       Remedy. Unauthorized use by either party of Confidential Information
         provided to it by the other party hereunder will diminish the value to
         the other party of such information. Therefore, if either party
         breaches any of its obligations with respect to confidentiality and
         unauthorized use of Confidential Information hereunder, the other party
         shall be entitled to equitable relief, without the necessity of posting
         bond or other security, to protect its interest therein, including but
         not limited to injunctive relief, as well as money damages.

12.      INFRINGEMENT INDEMNITY

    a.   Indemnification. AUSPEX shall have the right to defend or settle, and
         AUSPEX shall defend or settle, any claim, proceeding or suit ("Claim")
         against FUJI XEROX or its customers for infringement of any patent,
         copyright, trademarks, servicemarks or trade names arising from the
         sale or use of any Product, subject to the limitations set forth below.
         AUSPEX shall have sole control of any action or settlement and shall
         pay any final judgment entered against FUJI XEROX or its customers on
         such issue in any Claim defended by AUSPEX. AUSPEX shall have no
         obligation under the foregoing unless FUJI XEROX notifies AUSPEX
         promptly in writing of such Claim and gives AUSPEX authority to proceed
         as described above, and gives AUSPEX full information and assistance to
         defend or settle such Claim. If any Product or any part of any Product
         is or in AUSPEX's opinion may become the subject of any such Claim, or
         if a court determines that a Product or any part of a Product infringes
         any patent or copyright, then AUSPEX may at its option and expense
         either (i) procure for FUJI XEROX and its customers the right under
         such patent or copyright to sell or use the Product or such part or
         (ii) replace the Product or part with other suitable Products or parts
         or (iii) modify the Product or part to end such infringement or (iv)
         remove the Product or part and refund the aggregate payment paid by
         FUJI XEROX less a reasonable sum for use and damage. AUSPEX shall not
         be liable for any cost or expense incurred without its prior written
         authorization.

    B.   LIMITATION. NOTWITHSTANDING SECTION 12.a, AUSPEX SHALL HAVE NO
         LIABILITY FOR (i) INFRINGEMENT CAUSED BY USE OF THE PRODUCTS, OR ANY
         PORTION OF A PRODUCT, IN COMBINATION WITH ANY OTHER EQUIPMENT,
         ASSEMBLY, CIRCUIT, COMBINATION, METHOD, OR PROCESS IF SUCH INFRINGEMENT
         WAS CAUSED BY SUCH COMBINATION; OR (ii) INFRINGEMENT INVOLVING THE
         MODIFICATION OR SERVICING OF THE PRODUCTS BY ANY PERSON OTHER THAN
         AUSPEX. IN ANY EVENT, AUSPEX SHALL HAVE NO LIABILITY OR OBLIGATIONS
         CONCERNING ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS OR OTHER
         INTELLECTUAL PROPERTY RIGHTS BY ANY PRODUCT OR ANY PART THEREOF, OTHER
         THAN AS SET FORTH IN THIS SECTION.


13.      TRADEMARKS AND TRADE NAMES

a.       Use. During the term of this Agreement, and notwithstanding Section 11,
         AUSPEX and FUJI XEROX shall have the right to indicate to the public
         that FUJI XEROX is an authorized Master Value Added Distributor of
         AUSPEX's Products and to advertise (within the Territory) such Products
         under the trademarks, marks, and trade names that AUSPEX may adopt from
         time to time ("AUSPEX's Trademarks"). FUJI XEROX shall not alter or
         remove any AUSPEX Trademark applied to the Products at the factory.


                                       22
<PAGE>   23




b.      No Title. Except as set forth in this section, nothing contained in this
        Agreement shall grant to FUJI XEROX any right, title or interest in
        AUSPEX's Trademarks.

c.      Approval of Representations. All representations of AUSPEX's Trademarks
        that FUJI XEROX intends to use shall first be submitted to AUSPEX for
        approval (which shall not be unreasonably withheld) of design, color,
        and other details or shall be exact copies of those used by AUSPEX. If
        any of AUSPEX's Trademarks are to be used in conjunction with another
        trademark on or in relation to the Products, then AUSPEX's mark shall be
        presented equally legibly, equally prominently, and of greater size than
        the other but nevertheless separated from the other so that each appears
        to be a mark in its own right, distinct from the other mark.



14.     GOVERNMENT APPROVALS

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

15.     EXPORT CONTROLS

a.      Compliance. Any and all obligations of AUSPEX to provide products,
        software, documentation or any media in which any of the foregoing is
        contained, as well as any technical assistance shall be subject in all
        respects to such United States laws and regulations as shall from time
        to time govern the license and delivery of technology and products
        abroad by persons subject to the jurisdiction of the United States (the
        "Export Laws"). FUJI XEROX agrees to cooperate with AUSPEX, including,
        without limitation, providing required documentation and re-export
        assurance letters, to obtain export licenses, or exemptions thereon and
        to otherwise comply with such laws and regulations. FUJI XEROX warrants
        that it will comply with all Export and other United States' laws
        as may be in effect from time to time. AUSPEX shall have the right, upon
        reasonable notice, to audit any books and records of FUJI XEROX
        concerning FUJI XEROX's compliance with this Section 14. FUJI XEROX
        shall indemnify AUSPEX against any cost, claim, or liability arising out
        of any failure by FUJI XEROX to comply with this Section 14.

        b. No Reexport. Without in any way limiting the provisions of this
        Agreement (including Territorial restrictions), FUJI XEROX agrees that
        it will not export, re-export, or transship, directly or indirectly, any
        of the technical data or software disclosed or provided to FUJI XEROX
        (or the direct product of such technical data or software) to any
        country or jurisdiction into which export or re-export is

                                       23
<PAGE>   24






        prohibited by the Export Laws unless prior written authorization is
        obtained from the Bureau of Export Administration explicitly permitting
        such export or re-export.

c.      Disclosure. FUJI XEROX agrees to include on each Purchase Order placed
        with AUSPEX the complete name of the final purchaser of each system, if
        the name is available. If the purchaser is unknown at the time of
        purchase, FUJI XEROX agrees to provide the name prior to shipment of the
        system to the ultimate consignee, if possible. FUJI XEROX further agrees
        to advise its customers that AUSPEX products are controlled commodities
        which may not be re-exported without permission of the Bureau of Export
        Administration.

16.     FORCE MAJEURE

        If the performance of this Agreement or any obligations hereunder,
        except the making of payments, is prevented, restricted or interfered
        with by reason of fire or other casualty or accident, strikes or labor
        disputes, supplier delay if caused by force majeure, war or other
        violence, any law, order, proclamation, regulations, ordinance, demand
        or requirement of any government agency, or any other act or condition
        beyond the reasonable control of the parties hereto, the party so
        affected upon giving prompt notice to the other party shall be excused
        from such performance to the extent of such prevention, restriction or
        interference provided that the party so affected shall use its
        reasonable best efforts to avoid or remove such causes of nonperformance
        and shall continue performance hereunder with the utmost dispatch
        whenever such causes are removed.

17.     NOTICES

        Notice by either party under this Agreement shall be in writing and
        personally delivered or given by registered (if available) airmail, by
        overnight courier, or by telecopy, telegram, or telex confirmed by
        registered (if available) airmail, addressed to the other party at its
        address given in this section (or at such other address as may be
        communicated to the other party in writing in accordance with this
        section) and shall be deemed to have been served upon personal delivery,
        five (5) days after deposit in the mail, or upon confirmation of
        electronic transmission, provided that if delivery is not accomplished
        by reason of some fault of the addressee, it shall be deemed effective
        when tendered. The parties addresses are as follows:

        If to AUSPEX:      AUSPEX Systems, Inc.
                           5200 Great America Parkway
                           Santa Clara, CA 95054
                           USA

                           Attention: General Counsel

        If to FUJI XEROX:  FUJI XEROX Co., Ltd.
                           Network Product Business Unit
                           Kokusai Shin-akasaka Bldg. West 13F


                                       24
<PAGE>   25



                           6-1-20, Akasaka, Minato-ku
                           Tokyo 107  JAPAN
                           Attention: Toshiyuki Hiramatsu, General Manager

18.     ARBITRATION

a.      Arbitration of Disputes. All disputes controversies or differences which
        may arise between the parties, out of or in relation to or in connection
        with this Agreement, or for the breach thereof, shall be finally settled
        by arbitration in Santa Clara, California by and pursuant to the Rules
        of the American Arbitration Association, by which each party shall be
        bound. The arbitrator shall apply California law to the merits of any
        disputes or claim, without reference to rules of conflicts of law. The
        arbitral proceedings and all pleadings and written evidence shall be in
        the English language. Any written evidence originally in a language
        other than English shall be submitted in English translation accompanied
        by the original or a true copy thereof. The arbitration proceedings
        shall be conducted in secrecy. Any judgment rendered against FUJI XEROX
        shall be enforceable in the Territory with no less force and effect than
        if such judgment were rendered by a court of competent jurisdiction in
        the Territory. The award rendered by the arbitrator shall be final and
        binding upon the parties and may be enforced in any court of competent
        jurisdiction.

b.      Exceptions. Notwithstanding the foregoing, before appointment of the
        arbitrator and in exceptional circumstances even thereafter, the parties
        may apply to any court of competent jurisdiction in Santa Clara County,
        California for a temporary restraining order, preliminary injunction, or
        other interim, equitable or conservatory relief, as necessary, without
        breach of this arbitration agreement and Without any abridgment of the
        powers of the arbitrator. The parties consent to the personal and
        exclusive jurisdiction and venue of these courts for this purpose.

19.     GOVERNING LAW

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

20.     PARTIAL INVALIDITY

        If any provision in this Agreement shall be found or be held to be
        invalid or unenforceable in any jurisdiction in which this Agreement is
        being performed, then the meaning of said provision shall be construed,
        to the extent feasible, so as to render the provision enforceable, and
        if no feasible interpretation would save such provision, it shall be
        severed from the remainder of this Agreement which shall remain in full
        force and effect. In such event, the parties shall negotiate, in good
        faith, a substitute, valid and enforceable provision which most nearly
        effects the parties' intent in entering into this Agreement. If the
        parties are unable to negotiate such a substitute provision within
        ninety days from the date the original provision was found or held to be
        invalid, this Agreement will terminate.


                                       25
<PAGE>   26




21.     COUNTERPARTS

        This Agreement may be executed in two (2) or more English language
        counterparts or duplicate originals, all of which shall be regarded as
        one and the same instrument, and which shall be the official and
        governing version in the interpretation of this Agreement.

22.     COMMERCIAL POLICY

a.      No Unauthorized Payments. AUSPEX and FUJI XEROX each agrees that it will
        not, in connection with this Agreement or its performance hereunder,
        directly or indirectly offer, pay, promise to pay or authorize the
        payment of any money or other consideration to any government official
        or to any person, while knowing or having reason to know that all or a
        portion of such money or other consideration will be offered, given or
        promised, directly or indirectly, to a government official for the
        purpose of:

    i.  influencing any act or decision of such government  official,
        including a decision to fail to perform his or her official functions;
        or

    ii. inducing such government official to use his or her influence with any
        government or instrumentality thereof to affect or influence any act or
        decision of such government or instrumentality, to assist AUSPEX or FUJI
        XEROX in obtaining or retaining business or directing business, to any
        other party.

b.      Government Official. As used in this Section 21, the term "government
        official" means any officer or employee of any government or any
        department, agency, instrumentality or wholly owned corporation thereof,
        or any person acting in an official capacity for or on behalf of any
        such government or department, agency, instrumentality or wholly-owned
        corporation thereof, or any candidate for political office.

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

23.     GENERAL

a.      U.S. Dollars.  All dollar amounts in this Agreement are in United
        States dollars.

b.      Visas. Each party shall assist the other in securing any necessary visas
        or permits required for visits by the personnel referred to herein to
        either the Territory or the United States of America, as the case may
        be.

c.      Amendments. No alteration, amendment, waiver, cancellation or any other
        change in any term or condition of this Agreement shall be valid or
        binding on either party unless the same shall have been mutually
        assented to in writing by both parties.

d.      Waiver. The failure of either party to require performance by the other
        party of any provision of this Agreement will not affect the full right
        to require such performance at any time thereafter, nor will waiver by
        either party of a breach of any provision be taken or held to be a
        waiver of the provision itself.

                                       26
<PAGE>   27




e.      Conflicts. In the event of any conflict or inconsistencies between the
        provisions of this Agreement and the provisions of any exhibits attached
        hereto or the provisions of any documents incorporated by reference, the
        provisions of this Agreement shall prevail.

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

g.      Approvals. In each case where approval or consent of either party is
        required hereunder, such approval or consent shall not be unreasonably
        withheld.

h.      Authority. Each party warrants that it has the full power and authority
        to enter into and perform its obligations under this Agreement, and each
        person signing on each party's behalf represents and warrants that he or
        she is duty authorized to execute this Agreement on behalf of such
        party.

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

24.     ENTIRE AGREEMENT

        The terms and conditions herein contained, including Exhibits and
        Attachments, constitute the entire agreement between the parties and
        supersede all previous agreements and understandings, whether oral or
        written, between the parties hereto with respect to the subject matter
        hereof.

IN WITNESS WHEREOF, the parties have caused this agreement to be duly executed.

AUSPEX SYSTEMS, INC.                         FUJI XEROX CO., LTD.

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

Print Name:                                  Print Name:
           ------------------------                     ------------------------

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

                                       27
<PAGE>   28
                      EXHIBIT A - U.S. DOMESTIC PRICE LIST

Current U.S. Published Price List Applies at time of purchase

                                       28
<PAGE>   29

                                   EXHIBIT B -

                              AUSPEX SYSTEMS, INC.

                 OPERATING SYSTEM SOFTWARE RIGHT-TO-USE LICENSE

AUSPEX Operating System Software

Right-to-Use License

Read the terms and conditions of this license carefully before using the
software or the accompanying user documentation. By using them you are accepting
and agreeing to the terms and conditions of this license agreement and of the
Frame Technology License Agreement and the Fore Systems License Agreement, the
texts of which are found in the system documentation and upgrade kits. If you
are not willing to agree to the terms and conditions of these licenses, you
should return the software and accompanying documentation unused within fifteen
(15) days of purchase and you will receive a refund of any money which you paid.

1.      License to use: You are granted a non-exclusive and non-transferable
        license ("License") to use the operating system software, set forth in
        the AUSPEX Product Price List ("Software") which you have licensed, and
        any derivative works thereof, modifications, enhancements, and
        extensions provided by AUSPEX to you, and including, without limitation,
        operating instructions and user manuals, on the machine for which you
        have paid the appropriate fee.

2.      Restrictions: Software is copyrighted and title to all copies is
        retained by AUSPEX and/or its licensors. You shall not make copies of
        Software, other than a single copy of Software for archival purposes
        and, if applicable, you may, for your internal use only, print the
        number of copies of on-line documentation for which the applicable fee
        has been paid, in which event all proprietary rights notices on Software
        shall be reproduced and applied. You shall not modify, decompile,
        disassemble, decrypt, extract, or otherwise reverse engineer Software.

3.      Confidentiality: Software is confidential and proprietary information of
        AUSPEX and/or its licensors. You agree to take adequate steps to protect
        Software from unauthorized disclosure or use.

4.      Warranty: AUSPEX warrants that Software shall substantially conform to
        its users' manual, as it exists at the date of delivery, for a period of
        ninety (90) days from the date of delivery. AUSPEX's sole obligation
        under this warranty shall be limited to using its reasonable best
        efforts to correct defects and supply you with a corrected version of
        Software as soon as practicable after you have notified AUSPEX of such
        defects. AUSPEX does not warrant that (l) operation of Software shall be
        uninterrupted or error free, or (2) functions contained in Software
        shall operate in the combinations which may be selected for use by you
        or meet your requirements. AUSPEX's warranty obligations shall be void
        if Software is modified without the written consent of AUSPEX.

5.      Disclaimer of Warranty: EXCEPT AS SPECIFIED IN THIS LICENSE AGREEMENT,
        ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES,
        INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
        PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT, ARE HEREBY
        EXCLUDED.

6.      Limitation of Liability: IN NO EVENT WILL AUSPEX AND/OR ITS LICENSORS OR
        SUPPLIERS BE LIABLE FOR ANY LOST REVENUES OR PROFITS OR DATA OR OTHER
        SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND



                                       29
<PAGE>   30

        REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY
        TO USE SOFTWARE EVEN IF AUSPEX AND/OR ITS LICENSORS OR SUPPLIERS HAVE
        BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall
        AUSPEX's liability to you, whether in contract, tort (including
        negligence) or otherwise, exceed the license fee charged by AUSPEX for
        Software.

7.      Termination: This License is effective until terminated. You may
        terminate this License at any time by destroying all copies of Software
        including any documentation. This License will terminate immediately
        without notice from AUSPEX if you fail to comply with any provision of
        this License. Upon termination, you must destroy all copies of Software
        and documentation.

8.      Export Regulations: Software, including technical data, is subject to
        U.S. export control laws, including the U.S. Export Administration Act
        and its associated regulations, and may be subject to export or import
        regulations in other countries. You agree to comply strictly with all
        such regulations and acknowledge that you have the responsibility to
        obtain licenses to export, re-export or import Software.

9.      U.S. Government Restricted Rights: Use, duplication or disclosure by
        the U. S. Government is subject to restrictions as set forth in
        subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
        Software Clause at DFARS 252.227-7013 (Oct. 1988) and FAR 52.227-19(c)
        (June 1987) and in similar clauses in the FAR and NASA FAR supplement.

10.     Governing Law: This Agreement is made under, shall be governed by and
        construed in accordance with the laws of the State of California,
        U.S.A., excluding its choice of law provisions.

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



                                       30
<PAGE>   31

                                   EXHIBIT C -

                    AUSPEX SYSTEMS, INC. RIGHT-TO-USE LICENSE

AUSPEX Stand-Alone Software

Right-to-Use License

Read the terms and conditions of this license carefully before using the
software or the accompanying user documentation. By using them you are accepting
and agreeing to the terms and conditions of this license agreement. If you are
not willing to agree to the terms and conditions of this license, you should
return the software and accompanying documentation unused within fifteen (15)
days of purchase and you will receive a refund of any money which you paid.

1.      License to use: You are granted a non-exclusive and non-transferable
        license ("License") for the use only of those portions of the
        accompanying software for which you have purchased the right to use and
        for which you have received a "key", together with its accompanying
        documentation ("Software") on the machine for which you have paid the
        appropriate fee.

2.      Restrictions: Software is copyrighted and title to all copies is
        retained by AUSPEX and/or its licensors. You shall not make copies of
        Software, other than a single copy of Software for archival purposes
        and, if applicable, you may, for your internal use only, print the
        number of copies of on-line documentation for which the applicable fee
        has been paid, in which event all proprietary rights notices on Software
        shall be reproduced and applied. You shall not modify, decompile,
        disassemble, decrypt, extract, or otherwise reverse engineer Software.

3.      Confidentiality: Software is confidential and proprietary information of
        AUSPEX and/or its licensors. You agree to take adequate steps to protect
        Software from unauthorized disclosure or use.

4.      Warranty: AUSPEX warrants that Software shall substantially conform to
        its users' manual, as it exists at the date of delivery, for a period of
        ninety (90) days from the date of delivery. AUSPEX's sole obligation
        under this warranty shall be limited to using its reasonable best
        efforts to correct defects and supply you with a corrected version of
        Software as soon as practicable after you have notified AUSPEX of such
        defects. AUSPEX does not warrant that (l) operation of Software shall be
        uninterrupted or error free, or (2) functions contained in Software
        shall operate in the combinations which may be selected for use by you
        or meet your requirements. AUSPEX's warranty obligations shall be void
        if Software is modified without the written consent of AUSPEX.

5.      Disclaimer of Warranty: EXCEPT AS SPECIFIED IN THIS LICENSE AGREEMENT,
        ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES,
        INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
        PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT, ARE HEREBY
        EXCLUDED.

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



                                       31
<PAGE>   32

7.      Termination: This License is effective until terminated. You may
        terminate this License at any time by destroying all copies of Software
        including any documentation. This License will terminate immediately
        without notice from AUSPEX if you fail to comply with any provision of
        this License. Upon termination, you must destroy all copies of Software
        and documentation.

8.      Export Regulations: Software, including technical data, is subject to
        U.S. export control laws, including the U.S. Export Administration Act
        and its associated regulations, and may be subject to export or import
        regulations in other countries. You agree to comply strictly with all
        such regulations and acknowledge that you have the responsibility to
        obtain licenses to export, reexport or import Software.

9.      U.S. Government Restricted Rights: Use, duplication or disclosure by
        the U. S. Government is subject to restrictions as set forth in
        subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
        Software Clause at DFARS 252.227-7013 (Oct. 1988) and FAR 52.227-19(c)
        (June 1987) and in similar clauses in the FAR and NASA FAR supplement.

10.     Governing Law: This Agreement is made under, shall be governed by and
        construed in accordance with the laws of the State of California,
        U.S.A., excluding its choice of law provisions.

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



                                       32
<PAGE>   33

                       EXHIBIT D - SPARE PARTS PRICE LIST

Current U.S. Published Price List Applies at time of purchase



                                       33
<PAGE>   34

                             EXHIBIT E - SALES PLAN

FUJI XEROX will order the following:

                   Example: Eight NS7000/650 or equivalent and

                         Seven NS7000/651 or equivalent

during the period _______________ through __________________

Note:  A minimum of ___ systems during this time frame is acceptable to AUSPEX.



                                       34
<PAGE>   35

                            EXHIBIT F - RESOURCE PLAN

                   NOT APPLICABLE TO THIS FUJI XEROX CONTRACT

Staff from ________________________



                                       35
<PAGE>   36

                    EXHIBIT G - POST-WARRANTY SUPPORT PRICING

For the support defined in Section 4 of the Agreement, FUJI XEROX shall pay
AUSPEX the prices defined in this Exhibit G, which maybe modified from
time-to-time. The prices indicated herein are non-discountable.

                     POST WARRANTY SUPPORT PRICING SCHEDULE.

FIXED QUARTERLY CHARGE:


<TABLE>
<CAPTION>
                    Product Type                 Fixed Charge per Quarter
<S>                                              <C>
               NS3000, 5xxx, or 6xxx                    [ *** ]


               NS7000-50x, 60x, 650, 700                [ *** ]


               NS7000-05x, 06x, 07x Exp. Cab.           [ *** ]


               NS7000-100, 150                          [ *** ]


               NS7000-200, 250                          [ *** ]


               NS7000-010 Exp. Cab.                     [ *** ]


               DLT4000 Tape Drive                       [ *** ]


               DLT4700 Mini Library                     [ *** ]


               ACL 4/52 Tape Auto Library               [ *** ]


               DataGuard, NS7000-200                    [ *** ]
</TABLE>



                                       36
<PAGE>   37

<TABLE>
<S>                                                     <C>
               DataGuard, NS7000-5/600                  [ *** ]


               ServerGuard, NS7000-200                  [ *** ]


               ServerGuard, NS7000-5/600                [ *** ]


               NetBackup, 1xx/2xx Series,               [ *** ]
               with DLT4000


               NetBackup, 1xx/2xx Series,               [ *** ]
               with DLT4700


               NetBackup, 1xx/2xx Series,               [ *** }
               with ACL 4/52


               NetBackup, 5/6/7xx Series,               [ *** ]
               with DLT4000


               NetBackup, 5/6/7xx Series,               [ *** ]
               with DLT4700


               NetBackup, 5/6/7xx Series,               [ *** ]
               with ACL 4/52



               Future products to be added
</TABLE>




[ *** ] - Material omitted here, and filed separately with the Securities and
Exchange Commission, pursuant to a confidential treatment request.

TRAINING CHARGE.

Training in addition to that described in Subsection 7.c(2) of this Agreement
will be charged for at U.S. list price per student per day less 20%. The Field
Engineer hardware class and the Systems Engineer class each runs for three (3)
days, ServerGuard class runs for 2 days.



                                       37
<PAGE>   38

ON-SITE SUPPORT CHARGE.

U.S. [ *** ] from day of departure from AUSPEX facility until day of return to
AUSPEX facility, plus all travel related expenses (transportation,
accommodation, meals, etc.).

TIME AND MATERIALS CHARGES:

For those Systems not covered by either Warranty or Post-Warranty support as
defined in the Agreement, the following per incident support pricing shall
apply:

        For 3rd level support, excluding materials, [ *** ] shall be charged.

        For defective part exchange [ *** ] list price shall be charged. If the
part is not repairable, the full discounted spare part list price shall be
charged.

        For FCO part exchange. [ *** ] exchanged shall be charged.

        For O/S release updates the discounted list price for such O/S releases
shall be charged.

[ *** ] - Material omitted here, and filed separately with the Securities and
Exchange Commission, pursuant to a confidential treatment request.



                                       38