Portfolio Purchase Agreement - Storage Technology Corp. and Leasetec Corp.


                  PORTFOLIO PURCHASE AGREEMENT

          between STORAGE TECHNOLOGY CORPORATION and
                     
                     LEASETEC CORPORATION
                     
                     Dated March 20, 1996



                       TABLE OF CONTENTS
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . .-1-
TERMS OF AGREEMENT . . . . . . . . . . . . . . . . . . . .-1-
1.   PURCHASE AND SALE . . . . . . . . . . . . . . . . . .-1-
     1.1. Purchased Assets . . . . . . . . . . . . . . . .-1-
     1.2. Assumed Liabilities. . . . . . . . . . . . . . .-2-
     1.3. Non-Assignable Leases. . . . . . . . . . . . . .-2-
2.   PURCHASE PRICE AND NET PURCHASE PRICE . . . . . . . .-3-
     2.1. Purchase Price . . . . . . . . . . . . . . . . .-3-
     2.2. Net Purchase Price . . . . . . . . . . . . . . .-3-
     2.3. Effective Date Calculations. . . . . . . . . . .-3-
     2.4. Taxes. . . . . . . . . . . . . . . . . . . . . .-3-
     
3.   CLOSING . . . . . . . . . . . . . . . . . . . . . . .-3-
     3.1. Closing Date . . . . . . . . . . . . . . . . . .-3-
     3.2. Payment on the Closing Date. . . . . . . . . . .-3-
     3.3. Leasetec's Deliveries. . . . . . . . . . . . . .-4-
     3.4. StorageTek's Deliveries. . . . . . . . . . . . .-4-
     
4.   INCORPORATED TERMS/DEFINITIONS. . . . . . . . . . . .-5-

5.   REPRESENTATIONS AND WARRANTIES BY STORAGETEK. . . . .-5-

6.   REPRESENTATIONS AND WARRANTIES BY LEASETEC/CLAIMS
     BY LEASETEC.       .  . . . . . . . . . . . . . . . .-7-

7.   ADOPTION BY SUBSIDIARIES/AFFILIATES . . . . . . . . .-7-

8.   ARBITRATION . . . . . . . . . . . . . . . . . . . . .-8-
     8.1. Arbitration Generally. . . . . . . . . . . . . .-8-
     8.2. Actual Damages . . . . . . . . . . . . . . . . .-8-
     8.3. Equitable Relief . . . . . . . . . . . . . . . .-8-
     8.4. No Disclosure. . . . . . . . . . . . . . . . . .-8-
     8.5. Prior Notice . . . . . . . . . . . . . . . . . .-8-
     
9.   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . -8-
     9.1.   Further Actions. . . . . . . . . . . . . . . . -8-
     9.2.   Modification . . . . . . . . . . . . . . . . . -8-
     9.3.   Limitation of Liability. . . . . . . . . . . . -9-
     9.4.   Notices. . . . . . . . . . . . . . . . . . . . -9-
     9.5.   Nature of Relationship . . . . . . . . . . . . -9-
     9.6.   Interest on Overdue Payments . . . . . . . . . -9-
     9.7.   Severability . . . . . . . . . . . . . . . . . -9-
     9.8.   Governing Law. . . . . . . . . . . . . . . . . -9-
     9.9.   Entire Agreement . . . . . . . . . . . . . . .-10-
     9.10.  Counterparts. . . . . . . . . . . . . . . . . -10-
     9.11.  Headings. . . . . . . . . . . . . . . . . . . -10-
     9.12.  Expenses. . . . . . . . . . . . . . . . . . . -10-
     9.13.  Effect. . . . . . . . . . . . . . . . . . . . -10-

EXHIBIT A -    COUNTRY PORTFOLIO APPENDIX. . . . . . . . .A-1

EXHIBIT B -    BILL OF SALE AND ASSIGNMENT . . . . . . . .B-1



                   PORTFOLIO PURCHASE AGREEMENT THIS AGREEMENT is entered
into and effective as of March 20, 1996 by and between STORAGE
TECHNOLOGY CORPORATION ('StorageTek'), and LEASETEC CORPORATION
('Leasetec').  It is intended that this Agreement will be adopted by the
respective subsidiaries of StorageTek and Leasetec with respect to the
Designated Territories with such modifications as may be agreed by the
respective subsidiaries.

                            RECITALS


  A. Leasetec Corporation, as parent, and Storage Technology Corporation, as
     parent, have entered into a Stock Purchase Agreement, under which
     Leasetec Corporation will purchase all of the issued and outstanding
     shares of StorageTek Financial Services Corporation ('SFSC'), which is
     the subsidiary of Storage Technology Corporation which currently does
     all of the leasing activity with third parties for equipment
     manufactured or sold by Storage Technology Corporation in the United
     States.  Completion of the transaction contemplated by the Stock
     Purchase Agreement will transfer to Leasetec Corporation all of Storage
     Technology Corporation's U.S. leasing activity.
     
  B. Leasetec Corporation and Storage Technology Corporation also desire
     that their subsidiaries agree to transfer to Leasetec Corporation all
     of Storage Technology Corporation's subsidiaries' leasing activity for
     the countries in the Designated Territories, including the current
     leases and/or lease receivables for StorageTek's equipment and title to
     such equipment.  Because leasing activity in the Designated Territories
     is conducted by Storage Technology Corporation's operating subsidiary
     in each country, the assets associated with such activity must be
     transferred in each country by the subsidiary in that country.
     
  C. This Agreement constitutes the basic agreement under which the
     lease assets will be transferred in each country, by Storage Technology
     Corporation's subsidiary to Leasetec Corporation's subsidiary.  No
     assets or liabilities of Storage Technology Corporation are being
     transferred hereunder.  It is intended that this Agreement will be
     adopted by the subsidiaries in each of the Designated Territories with
     appropriate modifications as agreed by such subsidiaries.
     
                       TERMS OF AGREEMENT

1.   PURCHASE AND SALE

     1.1. Purchased Assets.  Upon the terms and subject to the conditions of
          this Agreement, on the Closing Date, StorageTek shall sell,
          transfer, assign, convey and deliver to Leasetec, and Leasetec
          shall purchase from StorageTek, all right, title and interest of
          StorageTek in, to and under:
          
          (A)  subject to Section 1.3, all of StorageTek's Leases identified
               in the individual Country Portfolio Appendices;
               
          (B)  all files relating to such Leases;

          (C)  the Equipment sold hereunder or leased pursuant to the Leases
               and identified in the individual Country Portfolio
               Appendices, together with a license to the internal code in
               such Equipment;
               
          (D)  all Proceeds derived or produced from or generated with
               respect to such Equipment and Leases (including without
               limitation sale proceeds, Rental Payments, insurance
               proceeds, Financed Software fees and Financed Service Fees,
               but not including other maintenance or software fees) from
               and after the Effective Date; and
               
          (E)  the Assumed Debt Documents related to the Assumed Debt as of
               the Effective Date for which StorageTek has obtained from the
               applicable lenders, and delivered to Leasetec, consents as
               contemplated by Section 3.4(f).
               
      The assets referred to in this Section are collectively referred to as 
      the 'Purchased Assets.' Notwithstanding the transfer of such Purchased 
      Assets to Leasetec, Leasetec agrees that it shall do nothing to prevent 
      StorageTek from performing its obligations with respect to such Purchased 
      Assets.
               
     1.2. Assumed Liabilities.  On the Closing Date, Leasetec shall deliver
          to StorageTek the assumption agreements pursuant to which Leasetec
          shall assume and agree to pay, perform or otherwise discharge, in
          accordance with their respective terms and subject to the
          respective conditions thereof, all the liabilities and obligations
          of StorageTek to be paid or performed after the Effective Date
          under the Assumed Debt Documents for Assumed Debt identified in
          Schedule C to each Country Portfolio Appendix.
          
     1.3. Non-Assignable Leases.  Notwithstanding anything to the contrary
          appearing elsewhere herein, StorageTek does not assign or transfer
          (i) any Lease which is not assignable by the lessor; or (ii) any
          Lease requiring consent of the Obligor for assignment by the
          lessor, unless in either case a written consent of the Obligor is
          now or hereafter delivered to Leasetec (all such Leases prior to
          delivery of an Obligor consent being called the ('Non-Assigned
          Leases').  In lieu of such assignment and transfer, StorageTek
          assigns to Leasetec all Payments when collected under the Non-
          Assigned Leases, and authorizes Leasetec to bill and collect all
          such Payments, and undertakes to deliver to Leasetec any such
          Payments which StorageTek receives.
          
          With respect to Leases which are not assignable or are only
          assignable with Obligor's consent, StorageTek indemnifies SFSC and
          its Transferees under the terms of Section 8.2(b) of the Operating
          Agreement for any claim, loss, cost, damage or expense suffered or
          incurred as a result or arising out of the lack of ownership and
          lack of a security interest in such Leases and the inability to
          enforce the terms of such Leases against the Obligors.
          
2.   PURCHASE PRICE AND NET PURCHASE PRICE.

     2.1. Purchase Price.  The purchase price shall be as identified in each
          Country Portfolio Appendix ('Purchase Price') of the Country
          Portfolio Appendices (the 'Purchase Price').
          
     2.2. Net Purchase Price.  Net Purchase Price shall be the Purchase
          Price less the principal amount of the Assumed Debt as of the
          Effective Date.
          
     2.3. Effective Date Calculations.  The Purchase Price for the Purchased
          Assets is calculated as of the Effective Date.  There are no
          adjustments to be made to the Purchase Price.  Leasetec is
          entitled to all Payments and other Proceeds from the Leases and
          Equipment which are attributed to periods after the Effective
          Date. StorageTek is entitled to all such Payments and other
          Proceeds which are attributed to periods before the Effective
          Date.  All Assumed Debt becomes the responsibility of Leasetec as
          of the day following the Effective Date; and all sales, use and
          other taxes which are assessed on or concerning the Equipment and
          Leases on or after the day following the Effective Date are the
          responsibility of Leasetec, except as otherwise provided herein or
          in the Operating Agreement.
          
     2.4. Taxes.  Leasetec acknowledges that it is liable for and that the
          Purchase Price for Equipment, Financed Software and Financed
          Services purchased hereunder will be exclusive of any applicable
          sales, use, VAT, transfer, property, and/or other taxes howsoever
          designated or levied upon the sale, delivery or use of the related
          products. Leasetec shall be responsible for, and shall indemnify
          and hold harmless StorageTek from and against, reporting and
          payment of any and all such taxes, interest and penalties;
          provided Leasetec is responsible and indemnifies for only those
          property taxes which are assessed on Equipment after its title
          passes to Leasetec.  The parties agree to cooperate to minimize
          the incidence of tax on the Equipment, Financed Software and
          Financed Services, their purchase and financing hereunder, their
          ownership, possession, use, or lease, and this Agreement.
          Leasetec will reimburse StorageTek for any such taxes which
          StorageTek is required to pay a taxing authority.
          

3.   CLOSING.

     3.1. Closing Date.  The closing shall be occur under each Country
          Portfolio Appendix as agreed with respect to time and date by the
          parties, but no later than March 27, 1996.  The time and date on
          which the closing is actually held is sometimes referred to herein
          as the 'Closing Date.'
          
     3.2. Payment on the Closing Date.  On the Closing Date, Leasetec shall
          pay to StorageTek an amount equal to the Net Purchase Price, plus
          interest on the Net Purchase Price, computed at a rate of 7% per
          annum from the Effective Date through the Closing Date, by wire
          transfer of immediately available funds to the account specified
          in the applicable Country Portfolio Appendix.
          
     3.3. Leasetec's Deliveries.  On the Closing Date, Leasetec shall
          deliver to StorageTek all the following:

          (A)  Certificate of the Secretary or an assistant secretary of 
               Leasetec, dated the Closing Date, in form and substance 
               reasonably satisfactory to StorageTek, as to (i) the resolutions 
               of the Board of Directors (or a duly authorized committee 
               thereof) of Leasetec authorizing the execution and performance 
               of this Agreement and the transactions contemplated hereby 
               (including a copy thereof); and (ii) incumbency and signature 
               certificates for the officers of Leasetec executing this 
               Agreement, the applicable Country Portfolio Appendix and any 
               ancillary agreements;
          
          (B)  An assumption agreement with respect to Assumed Debt duly
               executed by Leasetec;
               
          (C)  The Transition Agreement and the Operating Agreement, each
               duly executedby SFSC, and appropriate Appendices for the
               relevant Designated Territories; and
               
          (D)  Such other instruments and documents as may be reasonably
               required in the applicable Country Portfolio Appendix.
               
     3.4. StorageTek's Deliveries.  On the Closing Date, StorageTek shall
          deliver to Leasetec all of the following:
          
          (A)  Certificate of the Secretary or an assistant secretary of
               StorageTek, dated the Closing Date, in form and substance
               reasonably satisfactory to Leasetec, as to (i) the
               resolutions of the Board of Directors (or a duly authorized
               committee thereof) of StorageTek authorizing the execution
               and performance of this Agreement and the transactions
               contemplated hereby (including copies thereof); and (ii)
               incumbency and signature certificates for the officers of
               StorageTek executing this Agreement, the applicable Country
               Portfolio Appendix and any ancillary agreements;
               
          (B)  A Bill of Sale and Assignment (unless waived by Leasetec for
               a particular Designated Territory) duly executed by
               StorageTek in the form attached hereto as Exhibit B or as
               otherwise agreed by StorageTek and Leasetec.  If the Bill of
               Sale and Assignment is waived, the provisions set forth in
               Exhibit B shall be deemed included in the Invoice issued by
               StorageTek to Leasetec for the Leases and Equipment;
               
          (C)  A Limited Power of Attorney duly executed by StorageTek in a
               form mutually acceptable to StorageTek and Leasetec;
               
          (D)  The Transition Services Agreement and the Operating
               Agreement, each duly executed by StorageTek, and appropriate
               Appendices for the relevant Designated Territories, together
               with consents to the assignment of any Assumed Debt and the
               related Assumed Debt documents;
               
          (E)  The additional items required for the Closing Package as
               applicable for the Purchased Assets;
               
          (F)  The Assumed Debt Documents; and
               
          (G)  Such other instruments and documents as may be reasonably
               required in the applicable Country Portfolio Appendix.
               
4.   INCORPORATED TERMS/DEFINITIONS.
     
     4.1. Sections  3.3, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 7.1, 7.2, 7.3, 7.4,
          8.2, 8.3, 9.1, 9.2, and 9.3 of the Operating Agreement between
          StorageTek and SFSC apply to the sale and assignment of the
          Purchased Assets hereunder, such terms and conditions of the
          Operating Agreement being incorporated herein by this reference.
          The terms and conditions of the abovereferenced sections of the
          Operating Agreement shall apply to the Equipment purchased and
          Leases assigned hereunder.
          
     4.2. Unless otherwise provided herein, capitalized terms used herein
          shall have the definitions set forth in the Operating Agreement.
          The references to 'SFSC' in the Operating Agreement, including the
          Glossary attached thereto, shall be deemed to mean Leasetec for
          the purposes of this Agreement.
          
     4.3. For purposes of the transactions contemplated by this Agreement,
          the provisions of the Operating Agreement Section 3.3 (Closing
          Package) is amended by the addition of clauses (j) and (k) to read
          as follows:
          
          (j)  Notice Letter in the form of Exhibit C attached hereto for
               each Lease assigned, such letter to be signed by StorageTek
               but undated. (This letter may be delivered by SFSC to the
               Obligor at such time as SFSC undertakes billing and
               collection with respect to the related Lease pursuant to the
               Operating Agreement.)
               
          (k)  Releases of all liens, encumbrances and other security
               interests on the Equipment and Leases, unless the same are
               related to Assumed Debt.
               
5.    REPRESENTATIONS AND WARRANTIES BY STORAGETEK.  As an inducement to
Leasetec to enter into this Agreement and to consummate the transactions
contemplated hereby, and without limiting the applicability of the Operating
Agreement as aforesaid, StorageTek represents and warrants to Leasetec as
follows:

     5.1. StorageTek has no actual knowledge of any material breach by an
          Obligor of any of its material obligations under the Lease, except
          as have been previously disclosed to Leasetec in writing.
          
     5.2. StorageTek does not require the approval, consent or waiver of any
          party (including its lenders) to enter into this Agreement and
          sell Equipment hereunder, other than any such consents and
          approvals that have been or will be obtained as of the Closing
          Date.
          
     5.3. StorageTek has the absolute right to assign all of the Leases to
          Leasetec; each Lease is duly authorized and validly executed by
          the Obligor and constitutes a  legally valid, binding and
          effective agreement enforceable against such Obligor in accordance
          with its terms; each Lease constitutes the entire understanding
          between StorageTek and the Obligor with respect to the lease of
          the Equipment and has not been modified in any way, revoked, or
          rescinded and remains in full force and effect.
          
     5.4. All of the executed originals (whether manually signed or carbon
          originals) of each Lease have been delivered to Leasetec (other
          than those executed originals of the Lease in Obligor's
          possession).
          
     5.5. Upon the assignment of the Leases to Leasetec, Leasetec will
          acquire good and marketable title to such Leases, free and clear
          of all liens, security interests and encumbrances, except for the
          interest of the Obligor under the applicable Lease and any
          security interest identified in Exhibit A to the applicable
          Country Portfolio Appendix; and there are no taxes with respect to
          the Equipment which are due and unpaid, other than those arising
          as a result of the sale of the Equipment hereunder, and such title
          shall effectively pass and shall be effectively evidenced by the
          Bill of Sale and Assignment and any other documents reasonably
          required by Leasetec.
          
     5.6. There are no filings, recordings or registrations (including,
          without limitation, UCC and PPSA filings and registrations of
          charges) now in effect which evidence, indicate or provide notice
          of any claims, liens, encumbrances or other security interests on
          or against the Equipment, the Leases, this Agreement or the
          proceeds of any of them, except (i) those security interests for
          which releases (satisfactory in form and substance to Leasetec)
          have been delivered herewith and (ii) those security interests
          identified in Exhibit A to the applicable Country Portfolio
          Appendix.  If any filings, recordings or registrations are found
          to exist in violation of the foregoing warranty, StorageTek will
          exercise best efforts to obtain their release as soon as possible
          after they are discovered; but notwithstanding such efforts and
          any resultant releases, any claim, loss, cost, damage or expense
          incurred by SFSC as a result of such filings, recordings or
          registrations are subject to the indemnity under Section 8.2 of
          the Operating Agreement.
          
6.    REPRESENTATIONS AND WARRANTIES BY LEASETEC/CLAIMS BY LEASETEC.  As an
inducement to StorageTek to enter into this Agreement and to consummate the
transactions contemplated hereby, Leasetec represents and warrants to
StorageTek as follows:

     6.1. It is a corporation duly organized, validly existing and duly
          qualified to conduct its business as it is presently conducted in
          such jurisdictions in the United States where the failure to so
          qualify would have a material adverse impact on the business of
          the corporation or the enforceability of this Agreement, and has
          full corporate power to enter into this Agreement and to carry out
          the transactions contemplated hereby.
          
     6.2. The execution and delivery of this Agreement and the performance
          by it of the transactions contemplated hereby have been duly
          authorized by all necessary corporate action and this Agreement
          constitutes its legal, valid and binding obligation enforceable in
          accordance with its terms, subject to any bankruptcy, insolvency
          or similar laws.
          
     6.3. Neither the execution or delivery of this Agreement nor the
          consummation of the transactions contemplated hereby will conflict
          with or result in a breach of any other agreement or instrument to
          which it is a party or by which it is bound or be in violation or
          default of any applicable statute, rule, regulation or decree of
          any court, administrative agency or governmental body to which it
          may be subject; except for conflicts, breaches, violations or
          defaults which would not (i) have a material, adverse affect on
          the business of Leasetec; or (ii) restrict Leasetec's ability to
          perform this Agreement.
          
     6.4. Leasetec may not make any claim for damages due to the breach of
          any warranty by StorageTek hereunder except to the extent Leasetec
          has been either unable after reasonable efforts to collect monies
          due under a lease, or secure rights to Equipment and such
          inability is due to StorageTek's breach.  Leasetec will not make
          any such claims until the aggregate amount of such claims
          (domestically and internationally) reaches $100,000.00.  Each time
          such claims aggregate to that amount, Leasetec ma;y invoice
          StorageTek or its appropriate subsidiaries for the amounts of such
          claims and thereafter pursue its legal rights with respect to such
          claims.
          

7.    ADOPTION BY SUBSIDIARIES/AFFILIATES.  Each party agrees to arrange for
the adoption of the terms and conditions of this Agreement  for their lease
financing programs, Equipment sales and operations in the  Designated
Territories.  The subsidiaries and affiliates of the parties in the
Designated Territories will adopt this Agreement by execution of a Country
Appendix in the form of Exhibit A hereto, with such additions and changes as
local law necessitates.

8.    ARBITRATION.

     8.1. Arbitration Generally.  Subject to Sections 8.2  through 8.5, any
          controversy or claim arising out of or relating to this Agreement
          or the breach thereof will be settled by arbitration before three
          arbitrators in accordance with the Rules or the American
          Arbitration Association ('AAA') then in effect, and judgment upon
          the award rendered by the arbitrators may be entered in any court
          having jurisdiction.  Any such arbitration will be conducted in
          the city nearest Leasetec's main U.S. office having an AAA
          regional office.  The arbitrators will be selected from a panel of
          persons having experience with and knowledge of electronic
          computers and the computer leasing business, and at least one of
          the arbitrators selected will be an attorney.
          
     8.2. Actual Damages.  The arbitrators will have no authority to award
          punitive damages nor any other damages not measured by the
          prevailing party's actual damages, and may not, in any event, make
          any ruling, finding or award that does not conform to the terms
          and conditions of this Agreement.  Where a specific exclusive
          remedy (such as repurchase of Equipment) is provided herein, that
          remedy shall be awarded, regardless of any determination of actual
          damages.
          
     8.3. Equitable Relief.  Either party, before or during any arbitration,
          may apply to a court having jurisdiction for a temporary
          restraining order or preliminary injunction where such relief is
          necessary to protect its interests pending completion of the
          arbitration proceedings.  Arbitration will not be required for
          actions for recovery of specific property such as replevin.
          
     8.4. No Disclosure.  Except as required by law, neither party nor the
          arbitrators may disclose the existence or results of any
          arbitration hereunder without the prior written consent of both
          parties.
          
     8.5. Prior Notice.  Prior to initiation of arbitration or any other
          form of legal or equitable proceedings, the aggrieved party will
          give the other party written notice by certified mail, return
          receipt requested, to the address set forth in Section 9.4,
          describing the claim and amount as to which it intends to initiate
          action.
          
9.   MISCELLANEOUS.

     9.1. Further Actions.  Each party will take such actions and execute,
          acknowledge and deliver all further instruments and assurances
          reasonably requested by the other party in order to give effect to
          or to more fully perfect the purchase of Equipment hereunder and
          provisions hereof.
          
     9.2. Modification.  The terms of this Agreement may not be altered,
          except by written agreement of Leasetec and StorageTek.
          
     9.3. Limitation of Liability.  IN NO EVENT SHALL STORAGETEK OR LEASETEC
          BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, INDIRECT,
          SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY
          BREACH OF THIS AGREEMENT OR OBLIGATIONS UNDER THIS AGREEMENT UNDER
          ANY LEGAL THEORY, WHETHER OR NOT THE PARTY CHARGED WAS MADE AWARE
          OF THE POSSIBILITY OF THEIR OCCURRENCE. NO ACTION ARISING OUT OF
          ANY CLAIMED BREACH OF THIS AGREEMENT OR TRANSACTIONS UNDER THIS
          AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN THREE (3) YEARS
          AFTER THE CAUSE OF ACTION HAS OCCURRED.
          
     9.4. Notices.  Any notices or other communication with respect to the
          matters set forth in this Agreement shall be in writing and shall
          be delivered to the parties at the following addresses, or such
          other address or addresses as may be specified in a notice served
          in accordance herewith:
          
     
     

          To Leasetec:        Leasetec Corporation
                              1401 Pearl Street
                              Boulder, Colorado  80302
                              Attention:  President


          To StorageTek:      Storage Technology Corporation 
                              2270 S. 88th Avenue
                              Louisville, Colorado  80028
                              Attention:  General Counsel


          Except as required in Section 8.5, all notices may be hand-
          delivered to the addressee, sent by U.S. mail (postage prepaid),
          or sent by a nationally recognized overnight courier service.
          
     9.5. Nature of Relationship.  The parties acknowledge that each party
          hereto shall perform its obligations hereunder as an independent
          contractor, and that at no time will this Agreement be deemed to
          create a partnership, joint venture or employment contract.  There
          shall be no restriction on StorageTek's or Leasetec's independent
          business judgment, including, but not limited to, decisions
          regarding selection of Obligors, pricing, market or credit
          decisions.
          
     9.6. Interest on Overdue Payments.  Any non-payment of any amount due
          hereunder shall result in the obligation on the part of the party
          obligated to make such payment promptly to pay interest at a rate
          equal to the lesser of the Prime Rate or the highest rate as may
          be legally enforceable on the overdue obligations for the period
          of time during which they are overdue.
          
     9.7. Severability.  Any provision of  this Agreement which is
          prohibited or unenforceable in any jurisdiction shall be, as to
          such jurisdiction, ineffective to the extent of such prohibition
          or unenforceability without invalidating the remaining provisions
          hereof, and any such prohibition or unenforceability in any
          jurisdiction shall not invalidate or render unenforceable such
          provision in any other jurisdiction.
          
     9.8. Governing Law.  This Agreement shall be governed by and construed
          in accordance with the law of the applicable Country Portfolio
          Appendix.
          
     9.9. Entire Agreement.  This Agreement and the Exhibits hereto reflect
          the complete agreement of the parties hereto with respect to the
          subject matter hereof and supersede all prior written and oral
          agreements with respect to the subject matter hereof.
          
     9.10.Counterparts.  This Agreement may be executed in any number
          of counterparts and by the parties hereto on separate
          counterparts, but all of such counterparts shall constitute a
          single instrument.
          
     9.11.Headings.  The headings of Articles and Sections contained in
          this Agreement are provided for convenience only.  They form no
          part of this Agreement and shall not affect its construction or
          interpretation.  All references to Sections refer to the
          corresponding Sections of this Agreement unless otherwise
          specified.
          
     9.12.Expenses.  Each party hereto shall bear its own legal and
          professional fees and expenses incurred in the negotiation,
          preparation, review and approval of this Agreement and related
          documentation.
          
     9.13.Effect. This Agreement shall take effect as of the date first
          above written and shall govern the sale of the Purchased Assets as
          set forth herein.
          
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized officers as of the date first above written.


STORAGE TECHNOLOGY CORPORATION                   STORAGETEK FINANCIAL 
                                                      SERVICES CORPORATION

By:  /s/ DAVID E. LACEY                           By:  /s/ DAVID E. LACEY
     --------------------                           -----------------------
     David E. Lacey                                    David E. Lacey
     Corporate Vice President                          Corporate Vice President


Accepted and Agreed:

LEASETEC CORPORATION

By:  /s/ GEORGE M. MERRIMAN, JR.
     ------------------------------
     George M. Merriman, Jr.
     President

                   

                   

                   

                   

                   

               PORTFOLIO PURCHASE AGREEMENT EXHIBIT A

                    COUNTRY PORTFOLIO APPENDIX

Effective as of ___________________ 1996, ______________________ ('Seller')
and _____________________ ('Buyer') hereby agree that Seller will sell and
Buyer will buy the Purchased Assets under the terms and conditions set forth
in the Portfolio Purchase Agreement executed by Storage Technology
Corporation and Leasetec Corporation, dated _______________________, 1996
(the 'Portfolio Agreement'), subject to the following:


1.   The Equipment and Leases being sold and assigned hereunder are
     identified on Schedule  A hereto.

2.   The Closing Date shall be ______________________________.

3.   The term 'StorageTek' as used in the Portfolio Agreement shall mean
     Seller; and the term 'Leasetec' as used therein shall mean Buyer.

4.   References in the Portfolio Agreement to the 'United States' shall
     mean ______________ (name the country or countries to which this Country
     Portfolio Appendix applies), hereinafter referred to as the 'Territory'.

5.   For purposes of this Country Portfolio Appendix, the Portfolio
     Agreement is amended as follows:_____________________________________ (if
     no amendments, so state).

6.   The Purchase Price for such Purchased Assets is ___________________,
     the Assumed Debt is _______________ and the Net Purchase Price is
     _________________.

7.   The Leases and Equipment which are the subject of this Country Portfolio 
     Appendix are subject to certain third party interests, as described on 
     Schedule C.  Buyer acknowledges the interests thus described and agrees to 
     purchase the Leases and Equipment subject to such third party interests 
     or, if so indicated on Schedule C, assumes and agrees to pay the debt and 
     perform the obligations of Seller referenced in the agreements identified 
     therein.

8.   The official language of this Country Portfolio Appendix is English except 
     to the extent otherwise required by law; no amendment, order, waiver, 
     notice, consent or other writing shall be effective unless provided in 
     that language.

9.   All monetary amounts under this Country Portfolio Appendix shall be
     stated and paid in the lawful currency of the Territory, which is
     _____________.

10.  This Country Portfolio Appendix shall be binding and effective on Seller
     and Buyer as of the date first set forth above.
     
     
     
Executed the date first written above.


- ---------------------------                ----------------------------
('Seller')                                 ('Buyer')
By:                                        By:
Title:                                     Title:




                   Schedule A to Country Portfolio Appendix



                     Description of Leases and Equipment 



                   Schedule B to Country Portfolio Appendix 



                          Wire Transfer Instructions



                   Schedule C to Country Portfolio Appendix



     Limitations on Right to Sell Equipment; Liens on Leases and Equipment





                            EXHIBIT B
                   BILL OF SALE AND ASSIGNMENT


This Bill of Sale is given pursuant to the Portfolio Purchase Agreement dated
                          , 19   (the 'Portfolio Agreement') between STORAGE  
TECHNOLOGY  CORPORATION ('StorageTek') and LEASETEC CORPORATION ('Leasetec'), 
and shall be governed by all of its terms and conditions, which are deemed 
incorporated herein by this reference.  All capitalized terms not otherwise 
defined herein shall have the meanings ascribed to them in the Portfolio 
Agreement.

For valuable consideration, the receipt and sufficiency of which is hereby 
acknowledged, StorageTek hereby assigns, sells, transfers title and sets over 
unto Leasetec all of StorageTek's right, title and interest in and to the 
Leases (as described in Schedule A hereto) and all Equipment (as described in 
Schedule B hereto) covered by the Leases and all Software and Service fees 
included in or payable under the Leases (unless excluded in Schedule A) and the 
proceeds (including insurance proceeds) of all of them, free and clear of any 
claims, liens or encumbrances of any kind except the rights of the Obligors 
under the Leases and the security interest of any party providing financing 
arrangements referenced in Schedule C hereto. IN WITNESS WHEREOF, StorageTek 
has caused this Bill of Sale and Assignment to be executed as 
of              , 19    .


                              STORAGE TECHNOLOGY CORPORATION


                              By: __________________________
                              Name:
                              Title: