Collateral Account Agreement

COLLATERAL ACCOUNT AGREEMENT


July 5, 1999


TO: Wells Fargo Business Credit, Inc.
1740 Broadway
Denver, Colorado 80274-8625


Re: Account No. 182-8109832 opened under the name "Wells Fargo Business Credit,
Inc. -- Collateral Account for Chaparral Network Storage, Inc." maintained
by Norwest Bank Colorado, National Association (the "Bank")


Ladies and Gentlemen:


Chaparral Network Storage, Inc., a Delaware corporation, formerly known as Chaparral Technologies, Inc., (the "Borrower"), and the Bank are writing to confirm that they have agreed as follows:


1. The Borrower will deposit in the referenced Account (the "Collateral Account") all collections of receivables and other cash proceeds of the collateral security granted to Wells Fargo Business Credit, Inc., a Minnesota corporation (the "Lender").


2. The Collateral Account will be operated and maintained exclusively for the Lender's benefit. Amounts deposited in the Collateral Account shall not bear interest and shall not be subject to withdrawal by the Borrower, except after full payment and discharge of all the Borrower's obligations to the Lender and termination of all related credit facilities. The Borrower shall have no right to make or countermand withdrawals from the Collateral Account.


3. The Borrower hereby pledges to and grants the Lender a security interest in all funds on deposit in the Collateral Account from time to time and all proceeds thereof, to secure payment of all of the Borrower's obligations to the Lender whether now existing or hereafter arising.


4. After allowing two days for collection of items deposited in the Collateral Account, the Bank ...