OEM Agreement – International Business Machines Corp. And Storage Technology Corp.

April 28, 1998

[**]
Storage Technology Corporation
2270 South 88th Street
Louisville, Colorado 80028-0001


     Re:  Amendment No. 2 
          OEM Agreement dated December 18, 1997 between International Business 
          Machines Corporation and Storage Technology Corporation (the 'OEM 
          Agreement')

Dear [**]:

This letter is being sent to amend certain terms of the OEM Agreement. The
following amendments are made to Section 6, i.e., Deliverables, Schedules and
Adjustments, of Attachment 1 to Exhibit 3, i.e., the Statement of Work:

A.   The [**] Deliverable is replaced with the following.

                                [**] DELIVERABLE
                                 PDP DATE: [**]
                 SPECIFIED FUNCTIONS CONTAINING [**] DELIVERABLE



DELIVERABLE              TYPE       ESP DATE        VOLUME          ADJUSTMENT
-----------              ----       --------        ------          ----------
                                                          
  [**]                   [**]        [**]            [**]              [**]



B.   The volume date for PPRC - Remote Copy in the [**] Deliverable is changed
     from [**] to [**]. The adjustment level is changed from [**] to [**].

All other terms and conditions of the OEM Agreement that are unaffected by this
amendment shall remain in full force and effect. If your company agrees with the
foregoing, please indicate its acceptance by signing both copies of this letter,
and returning them to me for IBM's execution.

Sincerely,

[**]

ACCEPTED AND AGREED TO:
                                                         INTERNATIONAL BUSINESS
STORAGE TECHNOLOGY                                       MACHINES CORPORATION
CORPORATION

[**]                                                     [**]