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


                           STOCK PURCHASE AGREEMENT

                                    between

                             LEASETEC CORPORATION

                                      and

                        STORAGE TECHNOLOGY CORPORATION


                          dated as of March 29, 1996






                       STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ('Agreement) is made as of March 29,
1996, by LEASETEC CORPORATION, a Delaware corporation (Buyer),
and STORAGE TECHNOLOGY CORPORATION, a Delaware corporation
(Seller).

                               RECITALS

Seller desires to sell, and Buyer desires to purchase, all of the issued and
outstanding shares of capital stock of STORAGETEK FINANCIAL
SERVICES CORPORATION, a Delaware corporation (the Acquired
Company), for the consideration and on the terms set forth in this
Agreement.

                               AGREEMENT

The parties, intending to be legally bound, agree as follows:


ARTICLE 1 -       DEFINITIONS

For purposes of this Agreement, capitalized terms used herein have the
meanings specified or referred to in the Glossary attached hereto as
Exhibit A ('Glossary').


ARTICLE 2 -       SALE AND TRANSFER OF SHARES; PURCHASE PRICE; CLOSING

        2.1  Shares.  Subject to the terms and conditions of this
             Agreement, at the Closing, Seller will sell, transfer, assign
             and deliver to Buyer, and Buyer will purchase from Seller
             185,810 shares of common stock, $.10 par value per share,
             of the Acquired Company (the 'Shares').

        2.2  Purchase Price.  The purchase price (the 'Purchase
             Price') for the Shares will be equal to $200,700,000.00,
             subject to the provisions of Section 2.5 below.

        2.3  Closing.  The consummation of the purchase and sale of
             the Shares (the 'Closing') will take place at the offices of
             Storage Technology Corporation at 2270 S. 88th Street,
             Louisville, Colorado 80028, at 9:00 a.m. (Denver time), on
             March 29, 1996 or at such time and place as the parties
             may agree.  

        2.4  Closing Obligations.  At the Closing:

             (A)  Seller will deliver to Buyer:

                  (1)   certificates representing the Shares,
                        accompanied by duly executed stock powers, for
                        transfer to Buyer;

                  (2)   releases obtained by Seller with respect to any
                        cancelled or extinguished debt;

                  (3)   the certificate of the Secretary or an assistant
                        secretary of Seller dated the Closing Date, in
                        form and substance reasonably satisfactory to
                        Buyer; as to (i) the resolutions of the Board of
                        Directors (or a duly authorized committee
                        thereof) of Seller 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 Seller
                        executing this Agreement and any ancillary
                        agreements;

                  (4)   opinion of W. Russell Wayman substantially in
                        the form of Exhibit B;

                  (5)   certificates of good standing of Seller issued as
                        of a recent date by the Secretary of State of
                        Delaware and Colorado; 

                  (6)   resignations signed by each Director of the
                        Acquired Company, and certain officers,
                        including David E. Lacey, W. Russell Wayman
                        and Lizbeth J. Stenmark; and

                  (7)   documentation evidencing the termination,
                        effective as of March 20, 1996, of each of the
                        Operating and Support Agreements dated April
                        2, 1994, between Seller and the Acquired
                        Company.

             (B)  Buyer will deliver to Seller:

                  (1)   the Purchase Price by wire transfer of
                        immediately available funds to  Seller, in
                        accordance with the instructions set forth in
                        Schedule 2.4(B);

                  (2)   The Guaranty of Leasetec;

                  (3)   the Certificate of the Secretary or an assistant
                        Secretary of Buyer, dated the Closing Date, in
                        form and substance reasonably satisfactory to
                        Seller; as to (i) the resolutions of the Board of
                        Directors (or a duly authorized committee
                        thereof) of Buyer 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 Buyer
                        executing this Agreement and any ancillary
                        agreements;

                  (4)   opinion of William H. Nikkel, substantially in
                        the form of Exhibit C; and

                  (5)   certificates of good standing of Buyer issued as
                        of a recent date issued by the Secretary of
                        State of Delaware and Colorado.

        2.5  Post-Closing Purchase Price Adjustments.

             (A)  Purchase Price Adjustment.  The Purchase Price will
                  be adjusted for sales, terminations, and other
                  dispositions occurring during the period of March 1
                  through March 29, 1996, and renewals, upgrades and
                  extensions occurring between the period of January 1,
                  1996 through March 29, 1996, in the manner described
                  in subsections (B) and (C) below.  The net adjustment,
                  as mutually agreed to by Seller and Buyer as soon as
                  practicable following the Closing, will be paid to the
                  other party within 72 hours of reaching such
                  agreement.

             (B)  Sales, Terminations and Other Dispositions.  The
                  Purchase Price will be reduced by (i) the aggregate
                  price as identified on the diskette provided by Leasetec
                  on February 8, 1996 (the 'Leasetec Disk') for all
                  Equipment and Lease sales, terminations and other
                  dispositions that occur during the period of March 1
                  through March 29, 1996; plus (ii) interest on the
                  amount in (i) at a rate of 6.25% through March 29,
                  1996; minus (iii) the rents due on such Equipment
                  from January 1, 1996 through March 29, 1996.

             (C)  Renewals, Upgrades, and Extensions.  The Purchase
                  Price will be increased for Equipment and Lease
                  renewals, upgrades, and extensions that occur during
                  the period of January 1 through March 29, 1996.  The
                  values shall be based on the underlying economics for
                  the specific products detailed in the Leasetec Disk,
                  adjusted for a valuation as of March 29, 1996.


ARTICLE 3 -       REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

        3.1  Organization and Good Standing.

             (A)  Section 3.1(A) of the Disclosure Letter attached hereto
                  as Exhibit D contains a complete and accurate list for
                  the Acquired Company of its name, its jurisdiction of
                  incorporation, other jurisdictions in which it is
                  qualified to do business, and its capitalization
                  (including the identity of each stockholder and the
                  number of shares held by each). The Acquired
                  Company is a corporation duly organized, validly
                  existing, and in good standing under the laws of its
                  jurisdiction of incorporation, with full corporate power
                  and authority to conduct its business as it is now
                  being conducted, to own or use the properties and
                  assets that it purports to own or use, and to perform
                  all its obligations under Applicable Contracts. The
                  Acquired Company is duly qualified to do business as
                  a foreign corporation in such jurisdictions in the
                  United States and is in good standing under the laws
                  of each state or other jurisdiction in the United States
                  in which either the ownership or use of the properties
                  owned or used by it, or the nature of the activities
                  presently conducted by it, requires such qualification,
                  except where the failure to do so would not have a
                  material adverse effect.

             (B)  Seller has delivered to Buyer copies of the charter and
                  bylaws of the Acquired Company, as currently in
                  effect.

        3.2  Authority; No Conflict.

             (A)  Upon execution and delivery by Seller, this Agreement
                  will constitute the legal, valid, and binding obligation
                  of Seller, enforceable against Seller in accordance with
                  its terms. Seller has full power and authority to
                  execute and deliver this Agreement and to perform its
                  obligations under this Agreement.

             (B)  Except as set forth in Section 3.2(B) of the Disclosure
                  Letter, neither the execution and delivery of this
                  Agreement nor the consummation or performance of
                  any of the transactions contemplated by this
                  Agreement will, directly or indirectly (with or without
                  notice or lapse of time):

                  (1)   contravene, conflict with, or result in a
                        violation of (A) any provision of the charter or
                        bylaws of the Acquired Company; or (B) any
                        resolution adopted by the board of directors or
                        the stockholders of the Acquired Company;

                  (2)   contravene, conflict with, or result in a
                        violation of any Order or any material Legal
                        Requirement to which the Acquired Company
                        or Seller, or any of the assets currently owned
                        or used by the Acquired Company, may be
                        subject;

                  (3)   contravene, conflict with, or result in a
                        violation of any of the terms or requirements
                        of, or give any Governmental Body the right to
                        revoke, withdraw, suspend, cancel, terminate,
                        or modify, any Governmental Authorization
                        that is held by the  Acquired Company or that
                        otherwise relates to the current business of, or
                        any of the assets owned or used by, the
                        Acquired Company;
                  
                  (4)   contravene, conflict with, or result in a
                        violation or breach of any provision of, or give
                        any Person the right to declare a default or
                        exercise any remedy under, or to accelerate the
                        maturity or performance of, or to cancel,
                        terminate, or modify, any material Contract; or

                  (5)   result in the imposition or creation of any
                        Encumbrance upon or with respect to any of
                        the assets owned or used by the Acquired
                        Company other than any Encumbrance in favor
                        of Buyer or any Affiliate of Buyer.

             Except as set forth in Section 3.2(B) of the Disclosure
             Letter, neither Seller nor the Acquired Company is or will
             be required to give any notice to or obtain any consent from
             any Person in connection with the execution and delivery
             of this Agreement or the consummation or performance of
             any of the transactions contemplated in this Agreement,
             which has not already been obtained.

        3.3  Capitalization.  The authorized equity securities of the
             Acquired Company consist of 200,000 shares of common
             stock, $0.10 par value per share, of which 185,810 shares
             are issued and outstanding as of the date hereof and
             constitute the Shares. Seller is and will be on the Closing
             Date the record and beneficial owner and holder of the
             Shares, free and clear of all Encumbrances.  No legend or
             other reference to any purported Encumbrance appears
             upon any certificate representing equity securities of the
             Acquired Company.  All of the outstanding equity securities
             of the Acquired Company have been duly authorized and
             validly issued and are fully paid and nonassessable.  There
             are no Contracts relating to the issuance, sale, or transfer
             of any equity securities or other securities of the Acquired
             Company.  None of the outstanding equity securities or
             other securities of the Acquired Company was issued in
             violation of the Securities Act of 1933 or any other Legal
             Requirement.  The Acquired Company does not own, nor is
             it a party to any Contract to acquire, any equity securities
             or other securities of any Person or any direct or indirect
             equity or ownership interest in any other business or
             relating to the issuance of any of its securities.

        3.4  Assets of the Acquired Company.  The assets of the
             Acquired Company consist of Leases, Equipment, certain
             non-Lease Contracts and Intellectual Property (the Leases,
             Equipment, non-Lease Contracts and Intellectual Property
             collectively referred to herein as the 'Assets').  Seller
             herewith is delivering to Buyer a list of all of the Acquired
             Company's Leases and Equipment as of the Closing Date,
             attached hereto as Schedule 3.4. The Acquired Company's
             non-Lease Contracts are identified in Section 3.12(A) of the
             Disclosure Letter and the Intellectual Property is described
             in Section 3.17(A) of this Agreement.

        3.5  Books and Records.  The books of account, minute books,
             stock record books, and other records of the Acquired
             Company, all of which have been made available to Buyer,
             are complete and correct and have been maintained in
             accordance with reasonable and customary business
             practices, including the maintenance of an adequate system
             of internal controls. The minute books of the Acquired
             Company contain accurate and complete records of all
             meetings held of, and corporate action taken by, the
             stockholders, the Board of Directors, and committees, if any
             of the Board of Directors of the Acquired Company, and no
             meeting of any such stockholders, Board of Directors, or
             committee has been held for which minutes have not been
             prepared and are not contained in such minute books. At
             the Closing, all of those books and records will be in the
             possession of the Acquired Company.

        3.6  Title to Properties; Encumbrances.  The Acquired
             Company owns  (with good and marketable title) all the
             Assets.  All Assets are free and clear of all Encumbrances,
             except as disclosed in Section 3.6 of the Disclosure Letter,
             and liens for current taxes not yet due.

        3.7  No Undisclosed Liabilities.  Except as set forth in
             Section 3.7 of the Disclosure Letter and obligations under
             Leases, the Acquired Company has no liabilities or
             obligations of any nature which are material to the
             Acquired Company taken as a whole.  The Acquired
             Company will pay the liabilities associated with the Third
             Party Agreements identified in Section 3.7 of the Disclosure
             Letter.  Seller agrees to reimburse the Acquired Company
             promptly following receipt of an invoice, an amount equal
             to the amount paid by the Acquired Company thereunder.

        3.8  Taxes.

             (A)  Except as disclosed in Section 3.8 of the Disclosure
                  Letter, the Acquired Company has filed or caused to
                  be filed (on a timely basis since the date of its
                  incorporation) all Tax Returns that are or were
                  required to be filed by or with respect to it, pursuant
                  to applicable Legal Requirements, except with respect
                  to 1995 income tax returns which as of the date of this
                  Agreement have not been filed. Seller has made
                  available to Buyer copies of all such Tax Returns
                  relating to income or franchise taxes filed since the
                  date of incorporation of the Acquired Company. The
                  Acquired Company has paid, or made provision for the
                  payment of, all Taxes that have or may have become
                  due pursuant to those Tax Returns or otherwise, or
                  pursuant to any assessment received by Seller or the
                  Acquired Company.

             (B)  The United States federal and state income Tax
                  Returns of the Acquired Company subject to such
                  Taxes have not been audited by the IRS or relevant
                  state tax authorities and the applicable statute of
                  limitations for the taxable years remain open; Seller
                  believes that it is reasonably likely that the applicable
                  statute of limitations will be extended for the
                  consolidated federal income tax returns and combined
                  state income tax filings which the Acquired Company
                  has been included.

             (C)  There exists no proposed tax assessment against the
                  Acquired Company.  All Taxes that the Acquired
                  Company is or was required by Legal Requirements to
                  withhold or collect have been duly withheld or
                  collected and, to the extent required, have been paid to
                  the proper Governmental Body or other Person.

             (D)  All Tax Returns filed by the Acquired Company are
                  true, correct, and complete in all material respects.
                  There is no tax sharing agreement that will require
                  any payment by the Acquired Company after the date
                  of this Agreement.

             (E)  The Acquired Company is not and, since its formation,
                  has not been an 'S' corporation.

        3.9  Employee Benefits.

             (A)  Set forth in Section 3.9(A)(i) of the Disclosure Letter is
                  an accurate and complete list of all 'employee benefit
                  plans' (as defined in Section 3(3) of the Employee
                  Retirement Income Security Act of 1974, as amended
                  ('ERISA')) maintained, sponsored or contributed to by
                  Seller, the employees of which are treated as employed
                  by a single employer, for any purposes, along with
                  employees of the Acquired Company, in accordance
                  with Sections 414(b),(c),(m) or (o) of the IRC ('ERISA
                  Affiliate') and which are maintained for the benefit of
                  employees, former employees or retirees of Seller and
                  the Acquired Company ('Company Plans').  There are
                  no 'employee benefit plans' (as defined in Section 3(3)
                  of ERISA) maintained, sponsored or contributed to or
                  to which there is, or during the preceding five (5)
                  years, was an obligation to contribute to by Seller or
                  any ERISA Affiliate which is subject to Title IV of
                  ERISA.

             (B)  Each Company Plan has been maintained in material
                  compliance with applicable law, including the IRC and
                  ERISA.

        3.10      Compliance with Legal Requirements;
                  Governmental Authorizations.

             (A)  Except as set forth in Section 3.10 of the Disclosure
                  Letter:

                  (1)   the Acquired Company is, and at all times
                        since its organization has complied in all
                        material respects with each Legal Requirement
                        that is or was applicable to it or to the conduct
                        or operation of its business or the ownership or
                        use of any of its assets;

                  (2)   no event has occurred or circumstance exists
                        that (with or without notice or lapse of time)
                        would constitute or result in a violation by the
                        Acquired Company of, or a failure on the part
                        of the Acquired Company to comply in all
                        material respects with, any Legal Requirement;
                        and

                  (3)   the Acquired Company is not subject to any
                        pending action, suit or proceeding by any
                        Governmental Body or any other Person
                        regarding (a) any alleged violation of, or failure
                        to comply with, any Legal Requirement, or (b)
                        any alleged obligation on the part of the
                        Acquired Company to undertake, or to bear all
                        or any portion of the cost of, any remedial
                        action of any nature imposed by any
                        Governmental Body.

             (B)  The Acquired Company has all Governmental
                  Authorizations which are material to its business as
                  currently conducted.  Except as set forth in Section
                  3.10(B) of the Disclosure Letter, the Acquired
                  Company is, and at all times since its organization has
                  complied in all material respects with all of the terms
                  and requirements of each Governmental Authorization
                  identified in Section 3.10(B) of the Disclosure Letter no
                  event has occurred or circumstance exists that may
                  (with or without notice or lapse of time) result directly
                  or indirectly in the revocation, withdrawal, suspension,
                  cancellation, or termination of, or any modification to,
                  any such Governmental Authorization; and
 
        3.11      Legal Proceedings; Orders.

             (A)  Except as set forth in Section 3.11(A) of the Disclosure
                  Letter, there is no pending Proceeding:

                  (1)   that has been commenced by or against the
                        Acquired Company or that otherwise relates to
                        or may affect the business of, or any of the
                        assets owned or used by, the Acquired
                        Company; or

                  (2)   that challenges, or that may have the effect of
                        preventing, delaying, making illegal, or
                        otherwise interfering with, any of the
                        transactions contemplated in this Agreement.

                  To Seller's Knowledge; (i) no such Proceeding has been
                  Threatened; and (ii) no event has occurred or
                  circumstance exists that will give rise to or serve as a
                  basis for the commencement of any such Proceeding.
                  Seller has delivered to Buyer copies of all pleadings,
                  correspondence, and other documents relating to each
                  Proceeding listed in Section 3.11(A) of the Disclosure
                  Letter.

             (B)  There is no Order to which the Acquired Company, or
                  any of the assets owned or used by the Acquired
                  Company, is subject, nor is Seller subject to any Order
                  that relates to the business of, or any of the assets
                  owned or used by, the Acquired Company.  To Seller's
                  Knowledge, no officer, director, or employee of the
                  Acquired Company is subject to any Order that
                  prohibits such officer, director, or employee from
                  engaging in or continuing any conduct, activity, or
                  practice relating to the business of the Acquired
                  Company.

        3.12      Contracts and Leases.

             (A)  Section 3.12(A) of the Disclosure Letter contains a
                  complete and accurate list of the Acquired Company's
                  non-Lease Contracts.  Seller has made available for
                  inspection by Buyer the Acquired Company's original
                  or, if approved by Buyer, true and complete copies, of
                  the following: 

                  (1)   all Contracts that constitute financing
                        agreements or that involve performance of
                        services for or delivery of goods or materials to
                        the Acquired Company, which were effective for
                        any period or transaction since its organization;

                  (2)   each licensing agreement or other Contract
                        with respect to patents, trademarks,
                        copyrights, or other intellectual property;

                  (3)   each employment agreement with any
                        employee of the Acquired Company;

                  (4)   all Contracts (however named) involving a
                        sharing of profits, losses, costs, or liabilities by
                        the Acquired Company with any other Person;

                  (5)   all Contracts containing covenants that in any
                        way purport to restrict the business activity of
                        the Acquired Company or limit the freedom of
                        the Acquired Company to engage in any line of
                        business or to compete with any Person;

                  (6)   each Contract providing for payments to or by
                        any Person based on sales, purchases, or
                        profits, other than direct payments for
                        Equipment;

                  (7)   each power of attorney that is currently
                        effective and outstanding, except powers of
                        attorney included in any Leases; 

                  (8)   each Contract that contains or provides for an
                        express undertaking by the Acquired Company
                        to be responsible for consequential damages;

                  (9)   each Contract for capital expenditures in excess
                        of $50,000;

                  (10)  each written warranty, other than warranties
                        directly pertaining to Leases and Equipment,
                        guaranty, and or other similar undertaking
                        with respect to contractual performance
                        extended by the Acquired Company (either by
                        itself or jointly or severally with others); and

                  (11)  each amendment, supplement, and modification
                        (whether oral or written) in respect of any of
                        the foregoing.

             (B)  Except as set forth in Section 3.12(B) of the Disclosure
                  Letter, no officer or employee of the Acquired
                  Company is bound by any Contract that purports to
                  limit the ability of such officer or employee to engage
                  in or continue any conduct, activity, or practice
                  relating to the business of the Acquired Company.

             (C)  Except as set forth in Section 3.12(C) of the Disclosure
                  Letter, each material Contract held by the Acquired
                  Company is in full force and effect and is valid and
                  enforceable in accordance with its terms.

             (D)  Except as set forth in Section 3.12(D) of the Disclosure
                  Letter, with respect to non-Lease Contracts:

                  (1)   the Acquired Company is, and at all times
                        since its organization has been, in full
                        compliance with all applicable terms and
                        requirements of each material Contract under
                        which the Acquired Company has or had any
                        obligation or liability or by which the Acquired
                        Company or any of the assets owned or used by
                        the Acquired Company is or was bound;

                  (2)   to Seller's Knowledge, each other Person that
                        has or had any obligation or liability under any
                        Contract under which the Acquired Company
                        has rights is in full compliance with all
                        applicable terms and requirements of such
                        Contract;

                  (3)   to Seller's Knowledge, no event has occurred or
                        circumstance exists that (with or without notice
                        or lapse of time) may contravene, conflict with,
                        or result in a violation or breach of, or give the
                        Acquired Company or other Person the right to
                        declare a default or exercise any remedy under,
                        or to accelerate the maturity or performance of,
                        or to cancel, terminate, or modify, any material
                        Contract; and

                  (4)   the Acquired Company has not given to or
                        received from any other Person, any notice or
                        other communication (whether oral or written)
                        regarding any actual, alleged, possible, or
                        potential violation or breach of, or default
                        under, any material Contract.

             (E)  With respect to Leases held by the Acquired Company
                  as of the time of Closing:

                  (1)   With regard to the Equipment associated with
                        such Leases, each unit:

                        (i)   was program compatible with Obligor's
                              computer systems;

                        (ii)  conformed with any warranties actually
                              given to the Obligor by Seller or its
                              subsidiaries;

                        (iii) was qualified for Seller's standard
                              maintenance/service contract; 

                        (iv)  to Seller's Knowledge, had not suffered
                              any loss or damage, except for
                              Equipment that had been restored to its
                              original condition, ordinary wear and
                              tear excepted;

                        (v)   all necessary licenses for use of the
                              Software provided by Seller on, for, or
                              with such Equipment had been obtained
                              from the supplier having the right to
                              grant such license;

                        (vi)  the Equipment and Leases were subject
                              to the representations, warranties and
                              indemnities contained in Seller's
                              standard form of purchase agreement
                              ('Purchase Agreement'), attached hereto
                              as Exhibit F;

                        (vii) to the extent the files do not contain a
                              certificate of acceptance from an Obligor
                              (or a certificate is otherwise unavailable),
                              all associated items of Equipment and
                              Software have been delivered to and are
                              in the possession of any such Obligors
                              and have been installed, tested (pursuant
                              to Seller's standard installation
                              procedures and any special test
                              procedures agreed to in writing by Seller)
                              and accepted for use by any such
                              Obligors; and

                        (viii)no agreement has been made by Seller or
                              the Acquired Company with the Obligor
                              concerning the price or terms on which
                              the Equipment can be purchased by the
                              Obligor during or upon the expiration of
                              the Lease term, except for written
                              agreements that have been previously
                              provided to Buyer, nor has any
                              agreement been made with the Obligor
                              with respect to the continued use of the
                              Equipment after the expiration of the
                              stated Lease term.

                  (2)   With respect to Leases held by the Acquired
                        Company as of the time of Closing:

                        (i)   with respect to Leases containing special
                              terms, notwithstanding such special
                              terms, the obligation of each Obligor to
                              make payments required by its Lease
                              throughout the term thereof is
                              unconditional, without any right of setoff
                              by Obligor and without regard to the
                              obsolescence of the underlying
                              Equipment, any claim or defense of such
                              Obligor against Seller or the Acquired
                              Company or any change in circumstance
                              of such Obligor;

                        (ii)  neither the Acquired Company nor Seller
                              have collected, nor are they holding any
                              security deposit or rental payments on
                              any Lease;

                        (iii) Seller has no actual knowledge of any
                              material breach by an Obligor of any of
                              its material obligations under any Lease,
                              except as have been previously disclosed
                              to Buyer in writing;

                        (iv)  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 the Acquired
                              Company or Seller, as the case may be,
                              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; and

                        (v)   all of the executed originals (whether
                              manually signed or carbon originals) of
                              each Lease are in the possession of the
                              Acquired Company (other than those
                              executed originals of the Lease in
                              Obligor's possession).

                  (3)   There are no UCC filings now in effect which
                        evidence, indicate or provide notice of any
                        claims, liens, encumbrances or other security
                        interest on or against any Equipment or any
                        Leases or the proceeds of any of them, except
                        those in favor of the Acquired Company and
                        Buyer, and any UCC releases and termination
                        statements concerning the Leases and
                        Equipment which shall be delivered to Buyer
                        (in form and substance satisfactory to Buyer)
                        within 30 days following the Closing Date.

             (F)  All Leases have been entered into in the Ordinary
                  Course of Business and have been entered into
                  without the commission of any act alone or in concert
                  with any other Person, or any consideration having
                  been paid or promised, that is or would be in violation
                  of any Legal Requirement.

        3.13      Insurance.

             (A)  Seller has delivered to Buyer:

                  (1)   true and complete copies of all policies of
                        insurance to which the Acquired Company is a
                        party or under which the Acquired Company,
                        or any director of the Acquired Company, or
                        any Assets of the Acquired Company, is or has
                        been covered at any time since its organization;
                        and

                  (2)   any statement by the auditor of the Acquired
                        Company's financial statements with regard to
                        the adequacy of such entity's coverage or of the
                        reserves for claims.

             (B)  Except as set forth on Section 3.13(B) of the Disclosure
                  Letter:

                  (1)   All policies to which the Acquired Company is
                        a party or that provide coverage to the
                        Acquired Company, or any director or officer of
                        the Acquired Company:

                        (i)   are valid, outstanding, and enforceable;

                        (ii)  taken together, provided through the
                              time of the Closing, but not thereafter,
                              adequate insurance coverage for the
                              Assets and the operations of the
                              Acquired Company for all risks normally
                              insured against by a Person carrying on
                              the same business as the Acquired
                              Company; and

                        (iii) are sufficient for compliance with all
                              Legal Requirements and Contracts to
                              which the Acquired Company is a party
                              or by which it is bound.

                  (2) Neither Seller nor the Acquired Company has
                      received (A) any refusal of coverage or any notice
                      that a defense will be afforded with reservation of
                      rights with respect to the Acquired Company; or
                      (B) any notice of cancellation or any other
                      indication that any insurance policy is no longer
                      in full force or effect or will not be renewed or
                      that the issuer of any policy is not willing or able
                      to perform its obligations thereunder with respect
                      to the Acquired Company through the time of the
                      Closing, but not thereafter.   

                  (3) Seller or the Acquired Company has paid all
                      premiums due, and has otherwise performed all
                      of its obligations, under each policy to which the
                      Acquired Company is a party or that provides
                      coverage to the Acquired Company or director
                      thereof.

                  (4) Seller or the Acquired Company has given notice
                      to the insurer of all claims that may be insured
                      thereby.

        3.14      Environmental Matters.  Except as set forth in
                  Section 3.14 of the Disclosure Letter:

             (A)  The Acquired Company is, and at all times has been,
                  in full compliance with, and has not been and is not in
                  violation of or liable under, any Environmental Law,
                  nor is the Acquired Company subject to any pending
                  claim, suit, action or proceeding, relating to any
                  Environmental Law or Hazardous Materials a
                  violation of which could reasonably be expected to
                  have a material adverse effect on the business of the
                  Acquired Company.

             (B)  Seller is not subject to any pending claim, suit, action
                  or proceeding relating to any Environmental Law or
                  Hazardous Materials and, to Seller's Knowledge, no
                  such proceedings have been Threatened with respect
                  to or affecting any properties or facilities in which the
                  Acquired Company has an interest, a violation of
                  which could reasonably be expected to have a material
                  adverse effect on the business of the Acquired
                  Company.

        3.15      Employees.

             (A)  A list containing the following information for each
                  employee of the Acquired Company has previously
                  been supplied to the Buyer: name; job title; current
                  compensation; and accrued vacation.  In addition,
                  Seller has provided Buyer summaries of all employee
                  benefit plans.

             (B)  Each employee of the Acquired Company is a party to,
                  or is otherwise bound by a nondisclosure/proprietary
                  information agreement concerning the confidentiality
                  of certain information and the proprietary rights of
                  Seller substantially in the form attached to the
                  Disclosure Letter as Schedule 3.15(B) (the
                  'Nondisclosure Agreement').  No employee of the
                  Acquired Company is a party to or bound by any non-
                  compete agreement with the Seller.

        3.16      Labor Relations; Compliance.  Since its
                  organization, the Acquired Company has not been and
                  is not now a party to any collective bargaining
                  Agreement.  Since the Acquired Company's
                  organization, there has not been, there is not presently
                  pending or existing, and to Seller's Knowledge there is
                  not Threatened, (a) any strike, slowdown, picketing,
                  work stoppage, or employee grievance process, (b) any
                  Proceeding against or affecting the Acquired Company
                  relating to the alleged violation of any Legal
                  Requirement pertaining to labor relations or
                  employment matters, including any charge or
                  complaint filed by an employee or union with the
                  National Labor Relations Board, the Equal
                  Employment Opportunity Commission, or any
                  comparable Governmental Body, organizational
                  activity, or other labor or employment dispute against
                  or affecting any of the Acquired Company or their
                  premises, or (c) any application for certification of a
                  collective bargaining agent.

        3.17      Intellectual Property.

             (A)  Intellectual Property Assets.  For purposes of this
                  Agreement, 'Intellectual Property Assets' means:

                  (1) the name 'StorageTek Financial Services
                      Corporation', 'SFSC', all fictional business
                      names, trading names, registered and
                      unregistered trademarks, service marks, and
                      applications (collectively, 'Marks'); and

                  (2) all know-how, trade secrets, confidential
                      information, customer lists, software, technical
                      information, data, process technology, plans,
                      drawings, and blue prints (collectively, 'Trade
                      Secrets'), owned, used, or licensed by the
                      Acquired Company as licensee or licensor.

             (B)  Intellectual Property Contracts.  Section 3.17(B) of the
                  Disclosure Letter contains a  summary description of
                  any royalties paid or received by the Acquired
                  Company, of all Contracts relating to the Intellectual
                  Property Assets to which the Acquired Company is a
                  party or by which the Acquired Company is bound,
                  except for any license implied by the sale of
                  Equipment , the Nondisclosure Agreements and
                  perpetual, paid-up licenses for commonly available
                  software programs with a value of less than $5,000
                  under which the Acquired Company is the licensee,
                  and confidential information and customer lists, which
                  have previously been made available to Buyer. There
                  are no outstanding and, to Seller's Knowledge, no
                  Threatened disputes or disagreements with respect to
                  any such agreements.

             (C)  Know-How Necessary for the Business.  The
                  Intellectual Property Assets are all those necessary for
                  the operation of the Acquired Company's business  as
                  it is currently conducted. The Acquired Company is
                  the owner of all right, title, and interest in and to each
                  of the Marks and Trade Secrets, free and clear of all
                  liens, security interests, charges, encumbrances,
                  equities, and other adverse claims, and has the right
                  to use without payment to a third party all of the
                  Intellectual Property Assets; provided, however, the
                  name 'StorageTek' is owned by Seller and will be used
                  by the Acquired Company in the future only in
                  conformance with terms of the license set forth in the
                  Operating Agreement of even date herewith between
                  Seller and the Acquired Company.  The Acquired
                  Company does not hold any marks registered with the
                  U.S. Patent and Trademark Office or any copyrights.

             (D)  Trade Secrets.

                  (1) The Acquired Company has taken reasonable
                      precautions to protect the secrecy and
                      confidentiality of its Trade Secrets; 

                  (2) The Acquired Company has the right to use the
                      Trade Secrets. The Trade Secrets are not part of
                      the public knowledge or literature, and, to Seller's
                      Knowledge, have not been used, divulged, or
                      appropriated either for the benefit of any Person
                      other than Seller or the Acquired Company, or to
                      the detriment of the Acquired Company.

        3.18      Certain Payments.  To Seller's Knowledge, neither
                  the Acquired Company nor any director, officer, agent,
                  or employee of the Acquired Company, nor any other
                  Person acting for the Acquired Company, has directly
                  or indirectly (1) made any contribution, gift, bribe,
                  rebate, payoff, influence payment, kickback, or other
                  payment to any Person, private or public, regardless of
                  form, whether in money, property, or services (i) to
                  obtain favorable treatment in securing business; (ii) to
                  pay for favorable treatment for business secured; (iii)
                  to obtain special concessions or for special concessions
                  already obtained, for or in respect of the Acquired
                  Company or, (2) established or maintained any fund or
                  asset that has not been recorded in the books and
                  records of the Acquired Company.

        3.19      Disclosure.  None of the representations or
                  warranties of Seller in this Article 3 and none of the
                  statements in the Disclosure Letter intentionally omits
                  to state a material fact necessary to make the
                  statements herein or therein, in light of the
                  circumstances in which they were made, misleading in
                  any material respect.

        3.20      Brokers or Finders.  Seller and its agents have
                  incurred no obligation or liability, contingent or
                  otherwise, for brokerage or finders' fees or agents'
                  commissions or other similar payment in connection
                  with this Agreement.



ARTICLE 4 -       REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

        4.1  Organization and Good Standing.  Buyer is a corporation
             duly organized, validly existing, and in good standing under
             the laws of its jurisdiction of incorporation, with full
             corporate power and authority to conduct its business as it
             is now being conducted, to own or use the properties and
             assets that it purports to own or use, and to perform all its
             obligations under its Contracts.  Buyer is duly qualified to
             do business as a foreign corporation in such jurisdictions in
             the United States and is in good standing under the laws
             of each state or other jurisdiction in the United States in
             which either the ownership or use of the properties owned
             or used by it, or the nature of the activities presently
             conducted by it, requires such qualification, except where
             the failure to do so would not have a material adverse
             effect.

        4.2  Authority; No Conflict.

             (A)  Upon execution and delivery by Buyer, this Agreement
                  will constitute the legal, valid, and binding obligation
                  of Buyer, enforceable against Buyer in accordance with
                  its terms subject to bankruptcy, insolvency,
                  reorganization, moratorium and similar laws relating
                  to creditors rights and to general principals of equity.
                  Buyer has full power and authority to execute and
                  deliver this Agreement and to perform its obligations
                  under this Agreement.

             (B)  Neither the execution and delivery of this Agreement
                  by Buyer nor the consummation or performance of any
                  of the transactions contemplated by this Agreement
                  will, directly or indirectly (with or without notice or
                  lapse of time):

                  (1) contravene, conflict with, or result in a violation
                      of (A) any provision of the charter or bylaws of
                      Buyer; or (B) any resolution adopted by the board
                      of directors or the stockholders of Buyer;

                  (2) contravene, conflict with, or result in a violation
                      of any Order or any material Legal Requirement
                      to which the Buyer, or any assets currently
                      owned or used by Buyer may be subject;

                  (3) contravene, conflict with, or result in a violation
                      of any of the terms or requirements of, or give
                      any Governmental Body the right to revoke,
                      withdraw, suspend, cancel, terminate, or modify,
                      any Governmental Authorization that is held by
                      Buyer or that otherwise relates to the business of,
                      or any of the assets owned or used by Buyer;

                  (4) contravene, conflict with, or result in a violation
                      or breach of any provision of, or give any Person
                      the right to declare a default or exercise any
                      remedy under, or to accelerate the maturity or
                      performance of, or to cancel, terminate, or modify,
                      any material Applicable Contract; or

                  (5) result in the imposition or creation of any
                      Encumbrance upon or with respect to any of the
                      assets owned or used by Buyer other than any
                      Encumbrance in favor of Buyer.

             Buyer is not and will not be required to obtain any Consent
             from any Person in connection with the execution and
             delivery of this Agreement or the consummation or
             performance of any of the transactions contemplated by
             this Agreement, which has not already been obtained.

        4.3  Investment Intent.  Buyer is acquiring the Shares for its
             own account and not with a view to their distribution
             within the meaning of Section 2(11) of the Securities Act of
             1933.

        4.4  Certain Proceedings.  There is no pending Proceeding
             that has been commenced against Buyer that challenges, or
             may have the effect of preventing, delaying, making illegal,
             or otherwise interfering with, any of the transactions
             contemplated in this Agreement, and to Buyer's Knowledge,
             no such Proceeding has been Threatened.

        4.5  Brokers or Finders.  Buyer and its officers and agents
             have incurred no obligation or liability, contingent or
             otherwise, for brokerage or finders' fees or agents'
             commissions or other similar payment in connection with
             this Agreement.


ARTICLE 5 -       ADDITIONAL AGREEMENTS

        5.1  Certain Service Obligations.  Seller and Buyer agree
             that certain Contracts listed on Schedule 5.1 hereto,
             contain certain obligations which Seller will not reasonably
             be in a position to perform after the Closing Date and agree
             that the performance of these certain obligations will be
             provided in accordance with a separate agreement between
             Seller and the Acquired Company.

        5.2  Tax Matters.

             (A)  Section 338(h)(10) Election.  Seller will join with the
                  Buyer in making an election under Section 338(h)(10)
                  of the IRC (and any corresponding elections under
                  state or local tax law) (collectively a 'Section
                  338(h)(10) Election') with respect to the purchase and
                  sale of the Shares of the Acquired Company
                  hereunder.  Seller will pay any income tax attributable
                  to the making of the Section 338(h)(10) Election and
                  will indemnify Buyer and the Acquired Company
                  against any adverse consequences arising out of any
                  failure to pay such tax.

             (B)  Allocation of Purchase Price.  The parties agree that
                  the Purchase Price and the liabilities of the Acquired
                  Company (plus other relevant items) will be allocated
                  to the Assets of the Acquired Company for all purposes
                  (including Tax and financial accounting purposes) in
                  accordance with Section 338(h)(10)(c) of the IRC. 
                  Buyer, the Acquired Company and Seller will file all
                  Tax Returns (including amended returns and claims
                  for refund) and information reports in a manner
                  consistent with such allocation.  As soon as practicable
                  after the Closing, but no later than one hundred eighty
                  (180) days following the Closing Date, Buyer shall
                  deliver to Seller a schedule (the 'Proposed Allocation
                  Schedule') in accordance with the above allocation at
                  the serial number level.  Subject to agreement between
                  Buyer and Seller regarding the Proposed Allocation
                  Schedule, Buyer shall prepare, and Buyer and Seller
                  agree to file Internal Revenue Service Form 8023-A
                  and required attachments by the 15th day of the ninth
                  month following the month that includes the Closing
                  Date, and all federal, state, local and other Tax
                  Returns, in accordance with the Allocation Schedule. 
                  Buyer and Seller each agree to provide the other party
                  with any other information required to complete Form
                  8023-A.

             (C)  Tax Returns.  Seller will include the income of the
                  Acquired Company on the Seller's and the Acquired
                  Company's federal and state income Tax Returns for
                  all periods through the Closing Date and pay any Tax
                  attributable to such income.  The Acquired Company
                  will furnish all required Tax information to Seller for
                  inclusion in Seller's and the Acquired Company's
                  federal and state income Tax Returns for the period
                  which includes the Closing Date.  The Acquired
                  Company will arrange for an officer of the Acquired
                  Company to sign any Tax Returns, extensions,
                  settlement agreements, court filings or any other
                  documents requested by Seller with respect to tax
                  audits or Taxes for which Seller is liable.  The income
                  and income tax liabilities of the Acquired Company
                  will be calculated for the period up to and including
                  the Closing Date and the period after the Closing Date
                  by closing the books of the Acquired Company as of
                  the end of the Closing Date.  The Acquired Company
                  is responsible for remitting taxes and filing separate
                  state income Tax Returns for years beginning
                  subsequent to December 30, 1995 for those states that
                  do not recognize the Section 338(h)(10) Election or do
                  not terminate the taxable year of the Acquired
                  Company at the Closing Date.

             (D)  Personal Property Taxes.  Seller shall be liable for and
                  shall pay all personal property taxes applicable to the
                  Acquired Company's fixed Assets, excluding all leased
                  Equipment, for which the lien date (i.e., the date on
                  which the relevant Governmental Body assesses such
                  Tax) is on or prior to the Closing Date (whether or not
                  billed on or prior to the Closing Date), and Buyer shall
                  file renditions, be liable for and shall pay all other
                  personal property taxes applicable to the Acquired
                  Company's Assets payable after the Closing Date.

             (E)  Sales; Use; Transfer; Stamp Taxes.  Any sales tax, use
                  tax, real property transfer or gains tax, documentary
                  stamp tax or similar tax directly attributable to the
                  sale, deemed sale (including Section 338(h)(10)
                  Election) or transfer of the Acquired Company or its
                  Assets or the assumed debt shall be paid by Buyer. 
                  Buyer and Seller agree to timely sign and deliver such
                  certificates or forms as Buyer or Seller may request
                  and as may be necessary and appropriate to establish
                  an exemption from (or otherwise reduce), or make a
                  report with respect to, such Taxes.  If, as a result of
                  the imposition of such Taxes, Seller is entitled to claim
                  a refund or credit of any Tax (or is entitled to pass
                  through to Buyer a refund or credit of any Tax), Seller
                  shall promptly pay to Buyer the amount of such
                  refund or credit upon receipt thereof by Seller (or shall
                  pass through to Buyer such refund or credit).

             (F)  Unpaid Taxes.  There are no Taxes assessed or due
                  and unpaid on the Acquired Company, its Assets or
                  operations, except as disclosed in Section 3.8 of the
                  Disclosure Letter.  Any sales/use taxes on purchase,
                  lease or rental of the Acquired Company's Assets
                  which have been billed by Seller prior to the Closing
                  Date and collected by Seller will be reported and paid
                  by Seller, with copies of such records and reports being
                  made available to Buyer on request after the Closing
                  Date.  The terms of certain Leases negotiated by Seller
                  or the Acquired Company prior to the Closing Date
                  ('Lease Tax Provisions') do not provide for payment by
                  the Obligor of property taxes on the Equipment.  Such
                  Leases have been reviewed by both Buyer and Seller
                  and are listed by serial number on Schedule 5.2(F). 
                  Seller agrees to reimburse Buyer for property taxes
                  paid on such serial numbers for the assessment
                  periods designated in that Schedule.  Buyer will
                  invoice Seller annually for such property taxes which
                  are paid by Buyer and are not collectible, except that
                  Seller's obligation to reimburse such property taxes
                  with respect to a Lease shall not be increased by any
                  modification of such Lease occurring after the Closing
                  Date. 

             (G)  Tax Reimbursements.  Each party hereto shall provide
                  reimbursement for any Tax which is the responsibility
                  of such party in accordance with the terms of this
                  Section 5.2 and which is paid by any other party
                  hereto.  Within a reasonable time prior to the payment
                  of any such Tax, the party or parties paying such Tax
                  shall give notice to the other party or parties of the
                  Tax payable and the portion which is the liability of
                  each party, although failure to do so will not relieve
                  the other party from its liability hereunder.

        5.3  Employee Benefit Matters.

             (A)  Buyer agrees to provide, or cause the Acquired
                  Company to provide, those persons employed by the
                  Acquired Company immediately prior to the Closing,
                  including any employees on vacation, leave of absence,
                  disability or sick leave (the 'Acquired Company
                  Employees'), with employment benefits that in the
                  aggregate are substantially equivalent to, and no less
                  favorable than, those provided by Buyer to its
                  employees at the time of the Closing.

             (B)  Buyer agrees to provide each Acquired Company
                  Employee with the following:

                  (1) the amount of accrued but unused vacation hours
                      (the 'Unused Vacation') reflected in Section 3.7 of
                      the Disclosure Letter, excluding any amounts
                      reflected on the records as accrued but unused
                      paid-time-off; and

                  (2) credit for service with Seller, the Acquired
                      Company or any Affiliate of Seller prior to the
                      Closing Date for purposes of determining
                      eligibility, vesting or benefit accrual under any
                      and all benefit plans offered by Buyer or the
                      Acquired Company following the Closing, and
                      Buyer agrees to waive any waiting periods with
                      respect to participation in any benefit plans or
                      programs other than with respect to participation
                      in Buyer's 401(k) plan, except to the extent
                      provided in Section 5.3(D) below.

             (C)  Buyer shall offer certain employees of the Acquired
                  Company temporary employment commencing on the
                  date following the Closing Date through June 30,
                  1996, and has previously identified these employees to
                  Seller ('Temporary Employees') and, with respect to
                  Temporary Employees, Buyer shall be responsible for
                  any and all severance liabilities and obligations
                  including employer payroll taxes ('Severance
                  Payments').  Buyer agrees to compute Severance
                  Payments, if any, in accordance with Seller's severance
                  policy as in effect on the Closing Date.  Buyer further
                  agrees that no Severance Payments will be made to
                  any Temporary Employee terminated for cause or in
                  connection with a voluntary termination.  Seller agrees
                  to reimburse Buyer within thirty (30) days following
                  receipt of an invoice, an amount equal to the amount
                  of the Severance Payments.

             (D)  With respect to each Acquired Company Employee,
                  Buyer agrees to accept all loan balances outstanding
                  under Seller's 401(k) benefit plans within thirty (30)
                  days following the Closing Date, as described on
                  Schedule 5.3 attached hereto, and all direct rollovers
                  from Seller's 401(k) plan at any time following the
                  Closing Date.  

             (E)  Buyer agrees to pay to certain Acquired Company
                  Employees retention bonuses, as contemplated by the
                  Short-Term Retention Letters which have previously
                  been provided to Buyer.  Seller agrees to reimburse
                  Buyer within thirty (30) days following receipt of an
                  invoice, an amount equal to the sum of all retention
                  bonuses paid to such Acquired Company Employees.

        5.4  Remittances After Closing.  Buyer agrees to promptly
             remit, by wire transfer to Seller, amounts equal to all
             payments received by Buyer or the Acquired Company, on
             account of amounts attributable to any period prior to
             March 29, 1996, under any Leases or maintenance or
             service agreements.  Buyer agrees to apply any Lease
             payments as follows:

             (A)  In the event that the payment received is accompanied
                  by an invoice, or Obligor's remittance advice specifies
                  the invoice number or payment period to which the
                  payment is to be applied, the payment shall be applied
                  as stated in such remittance advice or invoice; or

             (B)  In the event that the payment received is not
                  accompanied by an invoice, or Obligor's remittance
                  advice does not specify the invoice number or payment
                  to which the payment is to be applied, Buyer or the
                  Acquired Company shall contact the customer by
                  telephone to obtain customer instructions on the
                  application of the payment.


ARTICLE 6 -       THIRD PERSON CLAIMS

        6.1  Patent Claims.  Seller will indemnify and agree to defend
             the Acquired Company and Buyer for patent and
             proprietary right infringements arising out of Equipment
             held by the Acquired Company at the time of Closing in
             accordance with such terms of Seller's proprietary rights
             indemnity as are set forth in the standard Seller Purchase
             Agreement, attached hereto as Exhibit F.

        6.2  Other Claims.  Seller agrees that it will, at its own
             expense, indemnify and hold harmless the Acquired
             Company and Leasetec from other claims arising from the
             Equipment or Software held by the Acquired Company at
             the time of Closing in accordance with the provisions of
             Section 8.2(b) of the Operating Agreement.

        6.3  Employment Related Claims.  Buyer agrees that it will
             indemnify and hold harmless Seller from and against any
             and all losses, liabilities, claims, damages and expenses
             incurred by Seller in connection with or arising from any
             action taken by or failure to act on the part of Buyer or the
             Acquired Company following the Closing Date, in respect
             of any Acquired Company Employee.


ARTICLE 7 -       GENERAL PROVISIONS

        7.1  Expenses. Each party to this Agreement will bear its
             respective expenses incurred in connection with the
             preparation, execution, and performance of this Agreement
             and the transactions contemplated herein, including all fees
             and expenses of agents, representatives, counsel, and
             accountants.

        7.2  Public Announcements.  Any public announcement or
             similar publicity with respect to this Agreement or the
             transactions contemplated herein, will be issued, if at all,
             at such time and in such manner as the parties determine.

        7.3  Confidentiality.  Each party agrees that it will treat in
             confidence all documents, materials and other information
             which it shall have obtained regarding the other party
             during the course of the negotiations leading to the
             consummation of the transactions contemplated hereby and
             which such other party considers and treats as confidential
             (whether obtained before or after the date of this
             Agreement), the investigation provided for herein and the
             preparation of this Agreement and other related
             documents.  Such documents, materials and information
             shall not be communicated to any third Person (other than,
             in the case of Buyer, to its counsel, accountants, financial
             advisors or lenders, and in the case of Seller, to its counsel,
             accountants or advisors).  The obligation of each party to
             treat such documents, materials and other information in
             confidence shall not apply to any information which (a) is
             or becomes available to such party from a source other than
             such party, (b) is or becomes available to the public other
             than as a result of disclosure by such party or its agents,
             (c) is required to be disclosed under applicable law or
             judicial process, but only to the extent it must be disclosed,
             or (d) such party reasonably deems necessary to disclose to
             obtain any of the consents or approvals contemplated
             hereby.

        7.4  Limitation of Liability/Claim Amounts.  

             (A)  IN NO EVENT SHALL SELLER OR BUYER 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 ACCRUED.

             (B)  In no event shall Buyer assert any claim against
                  Seller's or the Acquired Company's officers, employees,
                  advisors or members of the Board of Directors for
                  actions taken prior to the Closing Date.

             (C)  Buyer may not make any claim for damages due to the
                  breach of any representation or warranty by Seller
                  hereunder except to the extent Buyer has been either
                  unable after reasonable efforts to collect monies due
                  under a Lease, or to secure rights to Equipment and
                  such inability is due to Seller's breach.  Buyer will not
                  make any such claims until the aggregate amount of
                  such claims, together with any claims made pursuant
                  to the Portfolio Purchase Agreement, reaches
                  $100,000.00.  Each time such claims aggregate to that
                  amount, Buyer may invoice Seller for the amounts of
                  such claims and thereafter pursue its legal rights with
                  respect to such claims.

        7.5  Notices.  All notices, consents, waivers, and other
             communications under this Agreement must be in writing
             and will be deemed to have been duly given when (a)
             delivered by hand (with written confirmation of receipt), (b)
             sent by telecopier (with written confirmation of receipt),
             provided that a copy is mailed by registered mail, return
             receipt requested, or (c) when received by the addressee, if
             sent by a nationally recognized overnight delivery service
             (receipt requested), in each case to the appropriate
             addresses and telecopier numbers set forth below (or to
             such other addresses and telecopier numbers as a party
             may designate by notice to the other parties):

             SELLER:

             Storage Technology Corporation
             2270 South 88th Street
             Louisville, Colorado  80028-4309
             Attention: General Counsel
             Facsimile No.: 303/673-4151

             WITH A COPY TO:

             Storage Technology Corporation
             2270 South 88th Street
             Louisville, Colorado  80028-4311
             Attention: Director, Corporate Development
             Facsimile No.: 303/673-6196

             BUYER:

             Leasetec Corporation
             1401 Pearl Street
             Boulder, Colorado 80302
             Attention: President
             Facsimile No.: 303/473-0290

             WITH A COPY TO:

             Leasetec Corporation
             1401 Pearl Street
             Boulder Colorado 80302
             Attention:  General Counsel
             Facsimile No.: 303/443-1298

        7.6  Further Assurances.  The parties agree (a) to furnish
             upon request to each other such further information, (b) to
             execute and deliver to each other such other documents,
             and (c) to do such other acts and things, all as the other
             party may reasonably request for the purpose of carrying
             out the intent of this Agreement and the documents
             referred to in this Agreement.

        7.7  Waiver.  The rights and remedies of the parties to this
             Agreement are cumulative and not alternative. Neither the
             failure nor any delay by any party in exercising any right,
             power, or privilege under this Agreement or the documents
             referred to in this Agreement will operate as a waiver of
             such right, power, or privilege, and no single or partial
             exercise of any such right, power, or privilege will preclude
             any other or further exercise of such right, power, or
             privilege or the exercise of any other right, power, or
             privilege. To the maximum extent permitted by applicable
             law, (a) no claim or right arising out of this Agreement or
             the documents referred to in this Agreement can be
             discharged by one party, in whole or in part, by a waiver or
             renunciation of  the claim or right unless in writing signed
             by the other party; (b) no waiver that may be given by a
             party will be applicable except in the specific instance for
             which it is given; and (c) no notice to or demand on one
             party will be deemed to be a waiver of any obligation of
             such party or of the right of the party giving such notice or
             demand to take further action without notice or demand as
             provided in this Agreement or the documents referred to in
             this Agreement.

        7.8  Entire Agreement and Modification.  This Agreement,
             together with the Schedules and Exhibits hereto,
             supersedes all prior agreements between the parties with
             respect to its subject matter and constitutes the entire and
             exclusive statement of the terms of the agreement between
             the parties with respect to its subject matter. This
             Agreement may not be amended except by a written
             agreement executed by the party to be charged with the
             amendment.

        7.9  Disclosure Letter.

             (A)  The disclosures in the Disclosure Letter, and those in
                  any supplement thereto, are incorporated herein by
                  reference.  Such disclosures shall relate only to the
                  provisions of the Section of the Agreement which are
                  expressly referenced and not to any other provisions of
                  this Agreement.

             (B)  In the event of any inconsistency between any
                  provision in this Agreement and disclosures in the
                  Disclosure Letter, other than an exception expressly
                  set forth as such in the Disclosure Letter with respect
                  to a specifically identified provision, the provisions in
                  this Agreement will control.

        7.10      Assignments and Transfers.

             (A)  Assignment.  This Agreement shall be binding upon
                  and inure to the benefit of the successors and
                  permitted assigns of the parties hereto.  No
                  assignment of this Agreement is valid unless
                  consented to in writing by the nonassigning party,
                  except as provided in Section 7.10(B).

             (B)  Transfers.  Buyer may sell, assign or grant a security
                  interest (collectively, a 'Transfer') of any or all of its
                  rights, title or interest in all, or any part of the,
                  Leases, the related Equipment, or its rights (but none
                  of its obligations) under this Agreement to one or more
                  Persons (each, a 'Transferee').  Notwithstanding any
                  such Transfer, this Agreement shall remain in full
                  force and effect, and Buyer shall remain liable for the
                  performances of all of its obligations hereunder, and
                  agrees to indemnify and hold Seller harmless from and
                  against loss, cost, damage or expense (including
                  reasonable attorney fees) suffered by Seller and
                  arising from (i) Buyer's failure to perform its
                  obligations hereunder after such Transfer; or (ii)
                  claims by such Transferee that exceed Seller's
                  obligations hereunder to Buyer; or (iii) any such
                  Transfer, other than the liabilities and obligations
                  specifically undertaken by Seller in this Agreement. 
                  Upon any Transfer, Seller shall be required to honor
                  notices from and report only to Buyer with respect to
                  Seller's rights, duties and obligations under this
                  Agreement, the Transition Agreement or the
                  Operating Agreement, unless otherwise directed in
                  writing by Buyer and its Transferee jointly.  To the
                  extent of a Transfer, the Transferee shall have all of
                  the rights, privileges and benefits of Buyer hereunder;
                  but a Transferee shall have none of the duties or
                  obligations of Buyer and shall not have any liability
                  for Buyer's failure to perform such duties or
                  obligations.

        7.11      Submission to Jurisdiction.  SELLER AND BUYER
                  (AND BUYER IN ITS CAPACITY AS GUARANTOR)
                  EACH HEREBY IRREVOCABLY SUBMIT TO THE
                  JURISDICTION OF ANY COLORADO STATE OR
                  FEDERAL COURT SITTING IN DENVER,
                  COLORADO OVER ANY ACTION OR PROCEEDING
                  ARISING OUT OF OR RELATING TO THIS
                  AGREEMENT AND THE GUARANTY, AND
                  HEREBY (a) IRREVOCABLY AGREE THAT ALL
                  CLAIMS IN RESPECT OF SUCH ACTION OR
                  PROCEEDING MAY BE HEARD AND
                  DETERMINED IN SUCH COLORADO STATE OR
                  FEDERAL COURT; AND (b) IRREVOCABLY
                  WAIVES, TO THE FULLEST EXTENT IT MAY
                  EFFECTIVELY DO SO, THE DEFENSE OF AN
                  INCONVENIENT FORUM TO THE MAINTENANCE
                  OF SUCH ACTION OR PROCEEDING.

        7.12      Severability.  If any provision of this Agreement is
                  held invalid or unenforceable by any court of
                  competent jurisdiction, the other provisions of this
                  Agreement will remain in full force and effect. Any
                  provision of this Agreement held invalid or
                  unenforceable only in part or degree will remain in full
                  force and effect to the extent not held invalid or
                  unenforceable.

        7.13      Section Headings, Construction.  The headings of
                  Sections in this Agreement are provided for
                  convenience only and will not affect its construction or
                  interpretation. All references to 'Section' or 'Sections'
                  refer to the corresponding Section or Sections of this
                  Agreement. All words used in this Agreement will be
                  construed to be of such gender or number as the
                  circumstances require. Unless otherwise expressly
                  provided, the word 'including' does not limit the
                  preceding words or terms.

        7.14      Time of Essence.  With regard to all dates and time
                  periods set forth or referred to in this Agreement, time
                  is of the essence.

        7.15      Governing Law.  This Agreement will be governed by
                  the laws of the State of Colorado without regard to
                  conflicts of laws principles.

        7.16      Counterparts.  This Agreement may be executed in
                  one or more counterparts, each of which will be
                  deemed to be an original copy of this Agreement and
                  all of which, when taken together, will be deemed to
                  constitute one and the same agreement.


IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.


LEASETEC CORPORATION               STORAGE TECHNOLOGY
                                    CORPORATION


By:  /s/ George Merriman, Jr.      By:  /s/ David E. Lacey
    __________________________         _______________________________
    George Merriman, Jr.               David E. Lacey
    President                          Corporate Vice President and
                                       Interim Chief Financial Officer

                               EXHIBIT A

                               GLOSSARY

'Acquired Company' --  means StorageTek Financial Services
Corporation, a Delaware corporation.

'Acquired Company Employees' -- as defined in Section 5.3.

'Allocation Schedule' -- as defined in Section 5.2(B).

'Assets' -- as defined in Section 3.4.  

'Buyer' -- as defined in the first paragraph of this Agreement.

'Closing' -- as defined in Section 2.3.

'Closing Date' -- the date and time as of which the Closing actually
takes place.

'Contract' -- any written agreement, contract, obligation, promise, or
undertaking.

'Damages' -- as defined in Section 6.1.

'Disclosure Letter' -- the letter delivered by Seller to Buyer
concurrently with the execution and delivery of this Agreement, in the
form of Exhibit D attached to this Agreement.

'Encumbrance' -- any charge, claim, community property interest,
condition, equitable interest, lien, option, pledge, security interest, right
of first refusal, or restriction of any kind, including any restriction on
use, voting, transfer, receipt of income, or exercise of any other attribute
of ownership.

'Environmental Law' -- any Legal Requirement that requires or
relates to:

(a) advising appropriate authorities, employees, and the public of intzended or 
    actual releases of pollutants or hazardous substances or materials, 
    violations of discharge limits, or other prohibitions and of the 
    commencements of activities, such as resource extraction or construction, 
    that could have significant impact on the Environment;

(b) preventing or reducing to acceptable levels the release of pollutants or 
    hazardous substances or materials into the Environment;

(c) reducing the quantities, preventing the release, or minimizing the 
    hazardous characteristics of wastes that are generated;

(d) assuring that products are designed, formulated, packaged, and used so that 
    they do not present unreasonable risks to human health or the Environment 
    when used or disposed of;

(e) protecting resources, species, or ecological amenities; 

(f) reducing to acceptable levels the risks inherent in the transportation of 
    hazardous substances, pollutants, oil, or other potentially harmful 
    substances;

(g) cleaning up pollutants that have been released, preventing the threat of 
    release, or paying the costs of such clean up or prevention; or

(h) making responsible parties pay private parties, or groups of them, for 
    damages done to their health or the Environment, or permitting self- 
    appointed representatives of the public interest to recover for injuries 
    done to public assets.

'Equipment' -- means the equipment described in any Lease, but
excluding any Software.  
 
'ERISA' -- as defined in Section 3.9.

'Governmental Authorization' -- any approval, consent, license,
permit, waiver, or other authorization issued, granted, given, or
otherwise made available by or under the authority of any Governmental
Body or pursuant to any Legal Requirement.

'Governmental Body' -- any:

(a) nation, state, county, city, town, village, district, or other jurisdiction
of any nature;

(b) federal, state, local, municipal, foreign, or other government;

(c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or
entity and any court or other tribunal);

(d) multi-national organization or body; or

(e) body exercising, or entitled to exercise, any administrative, executive,
judicial, legislative, police, regulatory, or taxing authority or power of
any nature.

'Guaranty of Leasetec' -- means the guaranty of Buyer in the form of
Exhibit E attached to this Agreement.


'Hazardous Materials' -- any waste or other substance that is listed,
defined, designated, or classified as, or otherwise determined to be,
hazardous, radioactive, or toxic or a pollutant or a contaminant under or
pursuant to any Environmental Law, including any admixture or
solution thereof, and specifically including petroleum and all derivatives
thereof or synthetic substitutes therefor and asbestos or asbestos-
containing materials.

'Intellectual Property Assets'  -- as defined in Section 3.17.

'IRC' -- the Internal Revenue Code of 1986 or any successor law, and
regulations issued by the IRS pursuant to the Internal Revenue Code or
any successor law.

'IRS' -- the United States Internal Revenue Service or any successor
agency, and, to the extent relevant, the United States Department of the
Treasury.

'Lease' -- means a Contract for lease or rental of Equipment, including
a master lease agreement and the schedules attached thereto, and
installment and conditional sales agreements.

'Leasetec Disk' -- as defined in Section 2.5(B).

'Legal Requirement' -- any federal, state, local, municipal, foreign,
international, multinational, or other administrative order, constitution,
law, ordinance, regulation or statute.

'Lender' -- a Person acting as a debt financing source for Equipment,
Leases, and/or their proceeds, regardless of whether such Person takes
title to the Equipment, Leases and/or their proceeds. 

'Nondisclosure Agreement' -- as defined in Section 3.15.

'Obligor' -- means the obligor under a Lease.

'Operating Agreement' -- means the Operating Agreement dated as of
March 20, 1996 among Storage Technology Corporation and the Acquired
Company.

'Order' -- any award, decision, injunction, judgment, order, ruling,
subpoena, or verdict entered, issued, made, or rendered by any court,
administrative agency, or other Governmental Body or by any arbitrator.

'Ordinary Course of Business' -- an action taken by a Person will be
deemed to have been taken in the 'Ordinary Course of Business' only if
such action is consistent with the past practices of such Person, or is
taken in the normal day-to-day operations of such Person.

'Person' -- any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company,
joint venture, estate, trust, association, organization, or other entity or
Governmental Body.

'Portfolio Purchase Agreement' -- means the Portfolio Purchase
Agreement dated as of March 20, 1996, between StorageTek Financial
Services Corporation and Seller.

'Proceeding' -- any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative, investigative,
or informal) commenced, brought, conducted, or heard by or before, or
otherwise involving, any Governmental Body or arbitrator.

'Proposed Allocation Schedule' -- as defined in Section 5.2(B).

'Purchase Price' -- as defined in Section 2.2.

'Section 338(h)(10) Election' -- as defined in Section 5.2(A).

'Seller' -- as defined in the first paragraph of this Agreement.

'Seller's Knowledge' -- means the actual knowledge of the board
elected corporate officers of Seller, Benjamin Brussell, Robert Kali, Steve
McGrath, Joseph Rinehart and Lizbeth Stenmark

'Shares' -- as defined in Section 2.1.

'Software' -- means any computer programs, program products, data
bases and documentation relating to, and utilized in the operation of
Equipment.  

'Standard Purchase Agreement' -- means the Seller's standard form
of Purchase Agreement attached to this Agreement as Exhibit F.

'Tax' -- means any federal, state, local or foreign net income, alternative
or add-on minimum, gross income, gross receipts, property, sales, use,
transfer, gains, license, excise, employment, payroll, goods and services,
value-added, document, stamp, withholding or minimum tax, or any
other tax, custom, duty, governmental fee or other like assessment or
charge of any kind whatsoever, together with any interest or any
penalty, addition to tax or additional amount imposed by any
Governmental Body.

'Tax Return' -- any return (including any information return), report,
statement, schedule, notice, form, or other document or information filed
with or submitted to, or required to be filed with or submitted to, any
Governmental Body in connection with the determination, assessment, 
collection, or payment of any Tax or in connection with the
administration, implementation, or enforcement of or compliance with
any Legal Requirement relating to any Tax.

'Third Party Lessor' -- a purchaser of Equipment (with or without
related leases), for the purpose of leasing such Equipment to a customer
of the Acquired Company or the Seller.

'Threatened' -- a claim, Proceeding, dispute, action, or other matter will
be deemed to have been 'Threatened' if any demand or statement has
been made (orally or in writing) or any notice has been given (orally or
in writing), or if any other event has occurred or any other circumstances
exist, that would lead a prudent Person to conclude that such a claim,
Proceeding, dispute, action, or other matter is likely to be asserted,
commenced, taken, or otherwise pursued in the future.

'Transfer' -- as defined in Section 7.10.

'Transferee' -- as defined in Section 7.10.

'Unused Vacation' -- as defined in Section 5.3.