Employment Agreement - Storage Technology Corp., Network Systems Corp. and Lowell T. Gooch


[Storage Technology Corporation Letterhead Appears Here]


December 1, 1995



Mr. Lowell T. Gooch
7152 Old Post Road
Boulder, CO  80301

Dear Tom:

This will confirm the term of your assignment to Network Systems Corporation
('NSC') on a full time basis.  Your assignment will commence November 20,
1995 and end November 10, 1997.  Your title, compensation, and on-plan bonus
target will remain the same.   In return, you agree to accept the position
as the principal executive in charge of NSC, to work full time out of its
headquarters in Minneapolis, and use your best efforts to cause NSC to meet
or exceed its committed business plans.  You will continue to be covered by
the terms of the provisions of our letter agreement dated February 17, 1995
(the 'February Agreement') with respect to termination of your employment
and other matters covered therein, except to the extent modified hereby.

In addition to your rights under the February Agreement, if your employment
is terminated by the Company prior to January 1, 1998, and termination
payments are due you under the February agreement, Storage Technology would
pay you an additional one year's salary.

If your assignment is not terminated prior to December 1, 1997, on that date
the company will pay you a one-time cash bonus equivalent to one year's
salary, plus your on-plan bonus percentage (both based on your salary and
bonus percentage in effect at that time), provided that you meet the
targeted goals agreed to by you and David Weiss.  These objectives are to be
set by the end of 1Q96.

During the period of your assignment to NSC, the company will pay you, in
lieu of any moving or other transfer expense, a business travel allowance of
$20,000 per year, payable on the first day of each quarter at the rate of
$5,000 per quarter ($4,000 for the balance of the fourth quarter, 1995) for
each of the two years of your assignment, and will pay reasonable housing and 
rental expenses for a dwelling in Minnesota.

At the conclusion of your two-year assignment, our intention would be to
locate a suitable job for you within Storage Technology.  In the event that
we were not able to find a position which was acceptable to both the company
and yourself at that time, and your employment were terminated as a result,
the severance compensation provisions of our February Agreement would be
payable.

You will be included in the company's officer equity retention plan upon and
subject to approval of that plan by the Board of Directors, and your 1996
and 1997 MBOs will, of course, be revised to reflect your new assignment.
If the foregoing is in accordance with your understanding, please sign below
so indicating.

Very truly yours,

 /s/David E. Weiss
- --------------------
David E. Weiss



Accepted and agreed:

 /s/Lowell T. Gooch
- ---------------------
Lowell T. Gooch




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