CROSS-LICENSE AND OEM AGREEMENT



       This Cross-License and OEM Agreement (the "Agreement") is entered into

as of the Effective Date by and between Seagate Software Information and

Management Group, Inc., a British Columbia corporation, with offices at 1095

West Pender Street, 4/th/ Floor, Vancouver, British Columbia, Canada VGE 2M6

(together with its Affiliates, "IMG") and VERITAS Holding Corporation, a

Delaware corporation, with offices at 1600 Plymouth Street, Mountain View,

California 94043 and VERITAS Software Corporation, a Delaware corporation, with

offices at 1600 Plymouth Street, Mountain View, California 94043.



       WHEREAS, VERITAS and IMG's parent company, Seagate Technology, Inc.

("Seagate"), have entered into an Agreement and Plan of Reorganization (the

"Merger Agreement") pursuant to which VERITAS is acquiring IMG's subsidiary

Network and Storage Management Group, Inc. ("NSMG"), with Seagate retaining the

IMG Group, and pursuant to that Merger Agreement, all ownership rights in and to

certain software products and technology of NSMG ("Transferred Products") will

be transferred to VERITAS.



       WHEREAS, each of NSMG and IMG currently distribute certain of the

other's products, or portions thereof, either bundled with or embedded into the

other group's products, and the parties desire that they will continue to have

such rights after VERITAS' acquisition of NSMG; and



       WHEREAS, the parties further desire that IMG have access to the

Transferred Products, as well as access to VERITAS' other current and future

products, and the technology therein, on the terms and conditions set forth

herein;



       NOW, THEREFORE, the parties agree:



1.     Definitions and Related Matters.

       ------------------------------- 



       1.1       "VERITAS" shall mean VERITAS Holding Corporation and/or VERITAS

Software Corporation.



       1.2       "Ashwin" shall mean the current version of Ashwin software

acquired by VERITAS pursuant to the Merger Agreement, and all prior versions, in

each case in source code, object code, and any other form, and the associated

user documentation.



       1.3       "Crystal Info" shall mean all prior, current, and future

versions and releases of the Crystal Info software product, and all versions of

any successor products.



       1.4       "Client Exec" shall mean the Client Exec software acquired by

Venus pursuant to the Merger Agreement, in object code or executable form only,

and the associated user documentation, and all Updates thereto provided by

VERITAS.



       1.5       "Licensed Client Exec" shall mean those portions of Client Exec

incorporated in Crystal Info.

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       1.6       "Manage Exec" shall mean the Manage Exec software acquired by

Venus pursuant to the Merger Agreement, in object code or executable form only,

and the associated user documentation, and all Updates thereto provided by

VERITAS.



       1.7       "Licensed Manage Exec" shall mean the restricted version of

Manage Exec incorporated into Crystal Info.



       1.8       "Licensed Crystal Reports" shall mean a restricted (as set

forth herein below) version of the Crystal Reports software product, in object

code or executable form only, and the associated user documentation, and all

Updates thereto provided by IMG. The functionality of this restricted version is

limited to operation with the product with which it is distributed, i.e., the

data access and report functionality is limited to accessing data from the

product with which it is distributed, and is limited to generating reports using

these data.



       1.9       "IMG Product" means each software product distributed by IMG.



       1.10      "Software Products" shall mean the software products described

in Exhibit A attached hereto, in source code, object code, executable, or any

other form, and shall include (i) all Updates, and (ii) all IMG Developments.

Each Software Product shall be either a Base Software Product, an OEM Software

Product or an Application Software Product. It is the parties' intent and

agreement that all VERITAS software products be included in Exhibit A.

Accordingly, if any such product is inadvertently omitted, Exhibit A shall be

deemed amended to include such product. "Software Products" shall include all

software products of each company acquired by VERITAS.



       1.11      "Base Software Products" shall mean those Software Products

which provide foundation storage management capabilities. The Base Software

Products as of the Effective Date are so specified in Exhibit A, Section A.



       1.12      "OEM Software Products" shall mean those Software Products (or

portions thereof) which are functional supersets of Base Software Products. The

OEM Software Products as of the Effective Date are so specified in Exhibit A,

Section B.



       1.13      "Application Software Products" shall mean all Software

Products other than Base Software Products and OEM Software Products.

"Application Software Products" ordinarily are application products which

function in conjunction with a Base Software Product or OEM Software Product.

The Application Software Products as of the Effective Date are so specified in

Exhibit A, Section C.



       1.14      "Documentation" shall mean the related materials customarily

supplied or made available by VERITAS to End Users of the Software Products, or

used for marketing the Software Products, including without limitation all

printed and on-line documentation, on-line help, training materials, and

collateral marketing materials.



       1.15      "Software Copy" means a copy of a Software Product and the

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