OTG SOFTWARE INC, S-1/A, 2000-03-06

OTG SOFTWARE INC
S-1/A, 2000-03-06
PREPACKAGED SOFTWARE

Previous: ILIVE INC/NV, 8-K, 2000-03-06

Next: OTG SOFTWARE INC, 8-A12G, 2000-03-06

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 2000

REGISTRATION NO. 333-93581
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 4

FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------

OTG SOFTWARE, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

<TABLE>
<S> <C> <C>
DELAWARE 7372 52-1769077
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

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

6701 DEMOCRACY BOULEVARD, SUITE 800
BETHESDA, MD 20817
(301) 897-1400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

RICHARD A. KAY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OTG SOFTWARE, INC.
6701 DEMOCRACY BOULEVARD, SUITE 800
BETHESDA, MD 20817
(301) 897-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------

Copies to:

<TABLE>
<S> <C>
DAVID SYLVESTER, ESQ. EDWIN M. MARTIN, JR., ESQ.
BRENT B. SILER, ESQ. JANE K. P. TAM, ESQ.
SCOTT E. PUESCHEL, ESQ. PIPER MARBURY RUDNICK & WOLFE LLP
HALE AND DORR LLP 1200 19TH STREET, N.W.
1455 PENNSYLVANIA AVENUE, N.W. WASHINGTON, D.C. 20036
WASHINGTON, D.C. 20004 TELEPHONE: (202) 861-3900
TELEPHONE: (202) 942-8400 TELECOPY: (202) 223-2085
TELECOPY: (202) 942-8484
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date hereof.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
- ---------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
- ---------

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
- ---------

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

SUBJECT TO COMPLETION, DATED MARCH 6, 2000

4,000,000 Shares

[OTG SOFTWARE LOGO]

Common Stock

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

Prior to this offering, there has been no public market for our common
stock. We are selling 4,000,000 shares of our common stock. We expect the
initial public offering price to be between $12.00 and $14.00 per share. We have
applied to list the common stock on The Nasdaq Stock Market's National Market
under the symbol "OTGS."

The underwriters have an option to purchase a maximum of 600,000 additional
shares of common stock from Richard A. Kay, our chairman, president and chief
executive officer, to cover over-allotments.

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
5.

<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS
PRICE TO AND PROCEEDS TO
PUBLIC COMMISSIONS OTG
----------- ------------- -------------
<S> <C> <C> <C>
Per Share............................................ $ $ $
Total................................................ $ $ $
</TABLE>

Delivery of the shares of common stock will be made on or about ,
2000.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANC ALEX. BROWN
SG COWEN
FRIEDMAN BILLINGS RAMSEY

The date of this prospectus is , 2000.
<PAGE> 3
Graphics on inside front cover.

Title "Online Data Storage and Data Access Software." The graphic depicts three
computer screens illustrating OTG's product suite, one for DiskXtender, one for
ApplicationXtender and one for WebXtender, with arrows surrounding each
computer screen. The center computer screen for DiskXtender also contains
arrows illustrating inputs and outputs from CD/DVD optical storage, tape
libraries and local storage, each with a corresponding icon. The text in the
bottom left corner of the inside front cover beneath OTG's logo states "Online
data storage, tracking and retrieval; secure Web access; access to data through
applications; enhanced efficiency of traditional back-up systems and
accommodates systems ranging from single storage devices to enterprise
storage systems."
<PAGE> 4

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY.................... 1
RISK FACTORS.......................... 5
SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS.................. 14
TERMINATION OF S CORPORATION STATUS
AND RELATED DISTRIBUTION............ 15
USE OF PROCEEDS....................... 16
DIVIDEND POLICY....................... 16
CAPITALIZATION........................ 17
DILUTION.............................. 18
SELECTED CONSOLIDATED FINANCIAL
DATA................................ 20
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS....................... 22
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
BUSINESS.............................. 31
MANAGEMENT............................ 42
RELATED PARTY TRANSACTIONS............ 50
PRINCIPAL STOCKHOLDERS................ 53
DESCRIPTION OF CAPITAL STOCK.......... 55
SHARES ELIGIBLE FOR FUTURE SALE....... 58
UNDERWRITING.......................... 60
NOTICE TO CANADIAN RESIDENTS.......... 62
LEGAL MATTERS......................... 64
EXPERTS............................... 64
CHANGE OF AUDITORS.................... 64
WHERE YOU CAN FIND MORE INFORMATION... 64
INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS.......................... F-1
</TABLE>

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL
THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY NOT BE ACCURATE AFTER THE
DATE OF THIS DOCUMENT. WE WILL FILE AN AMENDMENT TO THIS REGISTRATION STATEMENT
IF MATERIAL CHANGES OCCUR TO OUR BUSINESS OR THIS OFFERING.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL , 2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
<PAGE> 5

PROSPECTUS SUMMARY

You should read this summary together with the more detailed information,
including our consolidated financial statements and the related notes, appearing
elsewhere in this prospectus.

OTG SOFTWARE, INC.

We are a provider of online data storage management and data access
software. Our software enables enterprises to move, store, manage and access
data quickly and efficiently over a variety of network architectures, including
the Web and storage area networks. Our software supports many different types of
storage devices, is easy to install and use, and can manage storage systems
ranging in size from a single storage device to an enterprise-wide network
storage system.

Traditionally, enterprises have focused on protecting data by backing it up
on secondary storage devices. This process restricts direct access to data by
users and software applications and results in repetitively backing up the same
data. One response to these limitations has been the emergence of storage area
networks. A storage area network is a network of servers and data storage
devices that are interconnected at high speeds, allowing network resources to be
located at remote and diverse locations. IDC estimates that the overall storage
area network market will grow from $3.4 billion in 1999 to more than $13.8
billion in 2003. Storage area networks are designed to store more data more
quickly but not to make the data storage and access process more efficient.

Our software enhances the performance of both traditional storage and
back-up methods and storage area networks by:

- automatically applying policies that determine whether, or for how long,
data should be stored;

- providing efficient transfer of data to and from storage devices
throughout networks, including storage area networks;

- providing a detailed index of stored data;

- enabling rapid and easy retrieval of stored data selected by users and
software applications;

- maximizing the effective capacity of existing storage devices; and

- providing secure Web access to stored data.

We market our products primarily through more than 15 original equipment
manufacturers and more than 235 domestic and international value-added resellers
and distributors, as well as through our direct sales force. We have original
equipment manufacturer relationships with Advanced Financial Solutions, Agilent
Technologies, which is a subsidiary of Hewlett-Packard, Cerner, Data General,
which is a division of EMC, FileNet, Imation, Legato Systems and StorageTek,
among others. We also recently entered into an original equipment manufacturing
relationship with Tivoli Systems, Inc., an IBM company, providing for Tivoli to
integrate our DiskXtender product into Tivoli's storage management strategies
and offerings.

We have licensed our products to more than 6,000 corporations, government
agencies and other organizations across a broad spectrum of industries. Our
customers include American Airlines, Citicorp, Dow Chemical, Mayo Clinic,
Nabisco, the National Association of Securities Dealers, Nortel Networks,
PSINet, the University of Miami and the U.S. Department of Defense.
1
<PAGE> 6

We have a history of losses and a significant accumulated deficit. For the
year ended December 31, 1999, we had a pro forma net loss of $1.5 million. As of
December 31, 1999, we had an accumulated deficit of $22.4 million. We operate in
a highly competitive market characterized by rapid technological change. We are
controlled by Mr. Kay, our chairman, president and chief executive officer, who
beneficially owns 61.5% of our common stock outstanding prior to this offering
and will beneficially own 51.5% of our outstanding common stock after this
offering.

THE OFFERING

Common stock offered by us.............. 4,000,000 shares

Common stock to be outstanding after
this offering........................... 24,476,188 shares

Use of proceeds......................... For repayment of debt, payment of S
corporation tax distributions, and
general corporate purposes, including
working capital and capital
expenditures. See "Use of Proceeds."

Proposed Nasdaq National Market
symbol.................................. OTGS

The number of shares to be outstanding after this offering is based on
shares outstanding at February 15, 2000 and excludes:

- 4,003,506 shares subject to outstanding options at a weighted average
exercise price of $4.01 per share;

- 30,000 shares subject to an outstanding warrant at an exercise price of
$1.84 per share; and

- 1,649,716 additional shares reserved for issuance under our stock plans.
------------------------

Except as otherwise indicated, information in this prospectus gives effect
to:

- a 2-for-1 stock split of all outstanding shares of our common stock
declared in January 2000; and

- the automatic conversion of all outstanding convertible notes issued by
us into 4,161,506 shares of our common stock upon the closing of this
offering.
------------------------------

Our principal executive offices are located at 6701 Democracy Boulevard,
Suite 800, Bethesda, Maryland 20817 and our telephone number is (301) 897-1400.
We were initially incorporated as a Maryland corporation in March 1992. We
reincorporated in Delaware in June 1998. When we refer to ourselves or OTG
Software, Inc., these references include the predecessor Maryland corporation.
Our Web address is www.otg.com.

2
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table is a summary of the financial data for our business.
You should read this information together with the consolidated financial
statements and the related notes appearing at the end of this prospectus and the
information under "Management's Discussion and Analysis of Financial Condition
and Results of Operations." The pro forma statement of operations data reflects
federal and state income taxes based on applicable tax rates as if we had not
elected S corporation status for the periods indicated. See note 1 to our
consolidated financial statements appearing elsewhere in this prospectus for
information regarding shares used in computing pro forma net income (loss) per
share -- basic and diluted. The pro forma balance sheet data gives effect to the
automatic conversion of all outstanding convertible notes issued by us on the
closing of this offering and the distribution at the closing of $1.6 million,
reflecting estimated S corporation tax liabilities of the existing stockholders.
The pro forma as adjusted balance sheet data also reflects the sale of the
common stock offered by us, after deducting estimated underwriting discounts and
estimated offering expenses payable by us, and our use of a portion of the
proceeds to repay debt.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1996 1997 1998 1999
------ ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Software licenses...................................... $6,075 $ 8,543 $12,089 $18,208
Services............................................... 1,321 3,361 5,230 7,232
------ ------- ------- -------
Total revenues...................................... 7,396 11,904 17,319 25,440
Cost of revenues:
Software licenses...................................... 848 579 532 1,062
Services............................................... 442 1,219 1,639 3,017
------ ------- ------- -------
Total cost of revenues.............................. 1,290 1,798 2,171 4,079
------ ------- ------- -------
Gross profit............................................. 6,106 10,106 15,148 21,361
Operating expenses:
Research and development............................... 2,012 2,455 3,958 5,137
Sales and marketing.................................... 2,979 5,313 8,986 11,487
General and administrative............................. 1,940 1,709 2,150 4,139
------ ------- ------- -------
Total operating expenses............................ 6,931 9,477 15,094 20,763
------ ------- ------- -------
Income (loss) from operations............................ (825) 629 54 598
Interest expense, net.................................... (143) (162) (1,261) (2,053)
------ ------- ------- -------
Net income (loss)........................................ $ (968) $ 467 $(1,207) $(1,455)
====== ======= ======= =======
Pro forma statement of operations data:
Net income (loss) before income taxes as reported...... $ (968) $ 467 $(1,207) $(1,455)
Pro forma income tax provision (benefit)............... -- -- -- --
------ ------- ------- -------
Pro forma net income (loss)............................ $ (968) $ 467 $(1,207) $(1,455)
====== ======= ======= =======
Pro forma net income (loss) per share -- basic and
diluted............................................. $ (.07)
=======
Pro forma weighted average shares outstanding -- basic
and diluted......................................... 20,599
=======
</TABLE>

3
<PAGE> 8

<TABLE>
<CAPTION>
DECEMBER 31, 1999
------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 2,494 $ 894 $30,654
Working capital (deficit)................................... (19,983) (12,718) 33,642
Total assets................................................ 12,589 10,989 40,749
Debt:
Note payable to bank...................................... 5,000 5,000 --
Current portion of long-term debt......................... 13,803 6,167 42
Subordinated notes payable -- stockholders................ 1,969 1,969 --
Long-term debt -- net of current portion.................. 3,529 3,529 123
-------- --------- -------
Total debt........................................ 24,301 16,665 165
Total stockholders' equity (deficit)........................ (21,706) (14,441) 32,169
</TABLE>

4
<PAGE> 9

RISK FACTORS

You should carefully consider the following risk factors and all other
information contained in this prospectus before investing in our common stock.
Investing in our common stock involves a high degree of risk. Any of the
following factors could harm our business and materially adversely affect our
future operating results and could result in a partial or complete loss of your
investment.

RISKS RELATED TO OUR BUSINESS

WE MAY NOT BE ABLE TO SUSTAIN OUR CURRENT REVENUE GROWTH RATES, WHICH COULD
CAUSE OUR STOCK PRICE TO DECLINE

Although our revenues have grown rapidly in recent years, we may not be
able to maintain this rate of revenue growth because of the difficulty of
maintaining high percentage increases as our base of revenue increases. In
addition, growing competition, lower-than-expected market acceptance of Windows
NT and the expected next version of Windows NT, known as Windows 2000, or the
failure of the market for storage area networks to develop, could also affect
our revenue growth. Our inability to maintain our rate of revenue growth could
cause our stock price to decline.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND MAY CAUSE OUR STOCK PRICE
TO DECLINE

Fluctuations in our operating results are likely to affect our stock price
in a manner that may be unrelated to our long-term operating performance.

Our revenues in any quarter will depend substantially on orders we receive
and ship in that quarter. In addition, we typically receive a significant
portion of orders during the last month of each quarter, and we cannot predict
whether those orders will be placed, fulfilled and shipped in that period. If we
have lower revenues than we expect, we probably will not be able to reduce our
operating expenses in time to compensate for any revenue shortfall. Therefore,
any significant shortfall in revenues or delay of customer orders could have an
immediate adverse effect on our operating results in that quarter.

Our operating results have fluctuated in the past, and they are likely to
fluctuate significantly in the future. Quarterly comparisons of our financial
results are not necessarily meaningful and you should not rely on them as an
indication of our future performance. Factors that could affect our operating
results include:

- the unpredictability of the timing and level of sales through our
indirect sales channels;

- the timing and magnitude of large orders;

- changes in the mix of our sales, including the mix between higher margin
software licenses and lower margin services;

- the timing and amount of our marketing, sales and product development
expenses;

- the cost and time required to develop new software products;

- the introduction, timing and market acceptance of new products introduced
by us or our competitors;

- changes in data storage and networking technology or the introduction of
new operating system upgrades, which could require us to modify our
products or develop new products;

- the growth rate of Windows NT;

- the rate of adoption of Windows 2000;

- the rate of adoption of storage area networks;

5
<PAGE> 10

- pricing policies and distribution terms; and

- the timing and size of acquisitions.

In addition, our efforts to expand our software product suite, sales and
marketing activities, direct and indirect distribution channels and maintenance
and technical support functions and to pursue strategic relationships or
acquisitions may not succeed or may prove more expensive than we anticipate. As
a result, we cannot predict our future operating results with any degree of
certainty and our operating results may vary significantly from quarter to
quarter.

OUR BUSINESS DEPENDS ON THE ACCEPTANCE OF WINDOWS NT AND WINDOWS 2000 TO RUN
COMPUTER NETWORKS, AND A DECREASE IN THEIR RATES OF ACCEPTANCE COULD CAUSE OUR
REVENUES TO DECLINE

For the foreseeable future, we expect a substantial majority of our
revenues to continue to come from sales of our Windows NT-based data storage
software products. As a result, we depend on the growing use of Windows NT for
computer networks. If the deployment of Windows NT does not increase as we
anticipate, or if it decreases, our revenues could decline. In addition, if
users do not accept Windows 2000, or if there is a wide acceptance of other
existing or new operating systems, our business would suffer.

Windows 2000 may not gain market acceptance if its expected commercial
release date is delayed. In addition, users of previous versions of Windows NT
may decide to migrate to another operating system due to these delays or
improved functionality of another operating system. We have expended significant
resources on the development of Windows 2000-compatible versions of our product
suite and our future success depends upon sales of this product suite. If users
of Windows 2000 networks do not widely adopt and purchase our products, our
revenue and business will suffer. Furthermore, if we fail to introduce Windows
2000-compatible versions of our product suite within a short time after the
commercial release of Windows 2000, the delay may cause customers to forego
purchases of our products and instead purchase those of our competitors.

OUR SUCCESS DEPENDS UPON THE DEVELOPMENT OF THE EMERGING MARKET FOR STORAGE AREA
NETWORKS, AND IF THIS MARKET FAILS TO DEVELOP, OR DEVELOPS MORE SLOWLY THAN WE
ANTICIPATE, OR IF OUR PRODUCTS ARE NOT WIDELY ACCEPTED IN THIS MARKET, OUR
BUSINESS WILL SUFFER

Our future growth and profitability will depend upon the widespread
acceptance of storage area networks as an enterprise-wide data storage method
and the acceptance of our products for use in such networks. Accordingly,
widespread adoption of storage area networks is critical to our future success.
The market for storage area networks has only recently begun to develop and
evolve. Because this market is new, it is difficult to predict its potential
size or growth rate. Potential customers that have invested substantial
resources in their existing data storage management systems may be reluctant or
slow to adopt a new approach like storage area networks. Our success in
generating revenues in this emerging market will depend, among other things, on
our ability to educate potential original equipment manufacturers and system
integrators, as well as potential end-users, about the benefits of storage area
networks and our data storage management solutions when deployed in the storage
area network environment. Furthermore, although we are attempting to position
our products as a standard for data storage management on storage area networks,
if we are unsuccessful in doing so, competing standards may emerge that will be
preferred by original equipment manufacturers, systems integrators or end-users.

WE HAVE EXPERIENCED SIGNIFICANT GROWTH IN OUR BUSINESS AND OUR FAILURE TO MANAGE
THIS GROWTH OR ANY FUTURE GROWTH COULD HARM OUR BUSINESS

We continue to increase the scope of our operations and have grown our
headcount substantially. As of June 30, 1998, we had a total of 104 employees,
as of December 31, 1998 we had a total of 144 employees and as of December 31,
1999 we had a total of 172 employees. Our productivity and the quality of our
products may be adversely affected if we do not integrate and train our new
employees

6
<PAGE> 11

quickly and effectively. We also cannot be sure that our revenues will continue
to grow at a rate sufficient to absorb the costs associated with a larger
overall headcount.

Our future success and our ability to sustain our revenue growth also
depend upon the continued service of our executive officers and other key sales
and research and development personnel. The loss of any of our executive
officers or key employees, especially Richard A. Kay, F. William Caple and
Ronald W. Kaiser, could adversely affect our business and slow our product
development processes. Although we have employment agreements with these
executives, these agreements do not obligate them to remain employed by us. We
do not have key person life insurance policies covering any of our employees.
Furthermore, we must continue to hire large numbers of highly qualified
individuals. Competition for these individuals is intense, and we may not be
able to attract, assimilate or retain additional highly qualified personnel in
the future.

To achieve our business objectives, we may recruit and employ skilled
technical professionals from other countries to work in the United States.
Limitations imposed by federal immigration laws and the availability of visas
could compromise our ability to attract necessary qualified personnel. This may
have a negative effect on our business and future operating results.

OUR REVENUES PRIMARILY DEPEND ON SALES OF LICENSES FOR ONE PRODUCT LINE, OUR
XTENDERSOLUTIONS PRODUCT SUITE, AND A DECLINE IN SALES OF LICENSES FOR THIS
PRODUCT SUITE COULD CAUSE OUR REVENUES TO FALL

We have derived the substantial majority of our revenue from the sale of
our XtenderSolutions product suite. During 1997, 1998 and 1999, sales of our
XtenderSolutions products accounted for approximately 72%, 70% and 72% of our
total revenues, respectively. We expect that these products will continue to
account for a large portion of our revenues for the foreseeable future.
Accordingly, our business and future operating results depend on the continued
market acceptance of our XtenderSolutions products and future enhancements to
these products. Any factors adversely affecting the pricing of, demand for or
market acceptance of our XtenderSolutions products, including competition or
technological change, could cause our revenues to decline and our business and
future operating results to suffer.

OUR MULTIPLE DISTRIBUTION CHANNELS ARE SUBJECT TO MANY RISKS THAT COULD
ADVERSELY AFFECT OUR SALES

Direct sales. We have a growing direct sales force to sell our products,
especially to large customers. Direct sales involve a number of risks,
including:

- longer sales cycles, typically three to six months;

- our need to hire, train, retain and motivate our sales force; and

- the length of time it takes our new sales representatives to begin
generating sales.

Indirect sales. We expect that a significant portion of our revenues will
continue to come from indirect sales. These include sales to original equipment
manufacturers that incorporate our data storage management software into systems
they sell. We also expect future revenues from distributors and value-added
resellers that sell our software, often bundled with their own software or
services. We have no control over the shipping dates or volumes of systems our
original equipment manufacturers, value-added resellers or distributors ship,
and they have no obligation to ship systems incorporating our software. They
generally have no minimum sales requirements and can terminate their
relationship with us on short notice. We develop customized versions of our
products for some of our original equipment manufacturers to be included in
their systems software and other products. Developing products for these
original equipment manufacturers causes us to divert resources from other
activities which are also important to our business. If these versions do not
result in substantial revenues, our business and financial results could be
adversely affected.

7
<PAGE> 12

OUR ORIGINAL EQUIPMENT MANUFACTURERS COULD CHOOSE TO COMPETE WITH US OR WITH
EACH OTHER, WHICH COULD HARM OUR BUSINESS

Our original equipment manufacturers, value-added resellers and
distributors could choose to develop their own data storage management products
and incorporate those products into their systems or product offerings in lieu
of our products. In addition, the original equipment manufacturers that we do
business with may compete with one another. To the extent that one of our
original equipment manufacturer customers views the products we have developed
for another original equipment manufacturer as competitive, it may decide to
stop doing business with us, which could harm our business.

OVERLAPPING SALES EFFORTS MAY LEAD TO INEFFICIENCIES AND MAY ADVERSELY AFFECT
OUR RELATIONSHIPS WITH THOSE WHO SELL OUR PRODUCTS

Our original equipment manufacturers, value-added resellers, distributors
and direct sales force might target the same sales opportunities, which could
lead to an inefficient allocation of sales resources. This would result in us
marketing similar products to the same end-users. These overlapping sales
efforts could also adversely affect our relationships with our original
equipment manufacturers, value-added resellers, distributors and other sales
channels and result in them being less willing to market our products
aggressively.

THE MARKET FOR OUTSOURCED DATA STORAGE SOFTWARE OVER THE WEB IS NEW AND
EVOLVING, AND IF THIS MARKET FAILS TO DEVELOP, OUR BUSINESS COULD SUFFER

Part of our strategy is to offer outsourced data storage software to
customers over the Web. In this business model, customers who wish to reduce
their in-house hardware and maintenance costs would pay us or a third party
using our products to provide metered or leased data storage capacity and
management. If this business model does not gain acceptance among potential
customers, we will not be able to implement this strategy successfully. The
market for electronic outsourced data storage software has only recently begun
to emerge and we cannot be sure that it will develop or grow. Among other
things, the development of this market could be limited by:

- concerns over the reliability and security of the Web, especially as a
means of moving data that is critical to the customer's business; and

- customer reluctance to cede control over the hardware and network
infrastructure used to store important data and to rely on systems
provided by a third party.

We do not currently provide outsourced data storage services and do not have any
significant experience in the market for these services. We are expending
significant resources to develop products for this market, and if this market
fails to develop, or if we are unable to enter it successfully, we will not
realize any return on this investment, and our business may suffer.

IF WE ENCOUNTER SYSTEM FAILURES OR OTHER DIFFICULTIES IN PROVIDING OUTSOURCED
DATA STORAGE SERVICES, WE COULD BE EXPOSED TO LIABILITY AND OUR REPUTATION COULD
SUFFER

We will depend upon a hardware and networking infrastructure to deliver
outsourced data storage capacity to our customers. If this infrastructure fails,
or customers otherwise experience difficulties or delays in retrieving data, we
could face liability claims from them and our reputation could be damaged. We
currently expect that we will not develop the hardware and networking
infrastructure ourselves, but rather will contract with third parties, such as
Internet service providers and application service providers, to supply these
components on our behalf. For this reason, we will be dependent on the
performance of the systems deployed and maintained by these parties, whom we
will not control. In some cases, we might contract directly with the customer to
provide the outsourced services; in other cases, we might act as a reseller for
application service providers, Internet service providers or others. In either
case, we would

8
<PAGE> 13

expect to include contractual provisions limiting our liability to the customer
for system failures and delays, but we cannot be sure that these limits will be
enforceable or will be sufficient to shield us from liability. We also expect
that we would carry liability insurance to cover problems of this nature, but we
cannot guarantee that insurance will be available or that the amounts of our
coverage will be sufficient to cover all potential claims.

OTHER COMPANIES HAVE DEVELOPED OR MAY CHOOSE TO DEVELOP COMPETING PRODUCTS AND
POTENTIAL CUSTOMERS FOR OUR PRODUCTS MAY CHOOSE TO DEVELOP INTERNAL DATA STORAGE
MANAGEMENT CAPABILITIES OR SATISFY THEIR NEEDS WITH A TRADITIONAL DATA BACK-UP
SOLUTION, ANY OF WHICH COULD CAUSE OUR REVENUES AND OUR BUSINESS TO SUFFER

We face a variety of competitors that offer products with some of our
products' features. Some potential customers may elect to internally develop
capabilities similar to those provided by our products rather than buying them
from us or another outside vendor. Although our products generally enhance
traditional data back-up capabilities offered by companies such as Veritas,
Legato Systems, Computer Associates and IBM, our products may compete against
traditional back-up solutions when a potential customer seeks to address its
storage needs with only a data back-up solution. Furthermore, Veritas has
recently begun to offer a Windows NT-based product that competes with
DiskXtender. If potential customers choose to develop their own capabilities,
choose a traditional data back-up solution or purchase a competing product, our
revenues and business will suffer.

In addition, Microsoft could develop competing products. Windows 2000 will
include basic data storage management capabilities. Microsoft could compete with
us by enhancing and expanding these capabilities to offer an integrated storage
management capability within their basic operating system. This would reduce or
eliminate the need to purchase our products, which would cause our revenues and
business to suffer.

OUR PRODUCTS MUST REMAIN COMPATIBLE WITH OPERATING SYSTEM SOFTWARE, NETWORK
HARDWARE AND SOFTWARE CONFIGURATIONS, WHICH ARE CURRENTLY UNDERGOING, AND WILL
LIKELY CONTINUE TO UNDERGO, SIGNIFICANT CHANGE THAT COULD RENDER OUR PRODUCTS
OBSOLETE

The market for our data storage management software is characterized by
rapid technological change, frequent new product introductions and enhancements,
uncertain product life cycles, changes in customer demands and evolving industry
standards. Our products could be rendered obsolete if products based on new
technologies are introduced or new industry standards emerge. We have expended
significant resources to allow our products to take advantage of the release of
Windows 2000 and to prepare our products for the emergence of storage area
networks, and we expect to continue to do so. If Windows 2000 and storage area
networks are not widely adopted, our business and future operating results will
suffer.

As the emergence of storage area networks demonstrates, the computing
environments in which our products must operate are complex and change rapidly.
As a result, we cannot accurately estimate the life cycles of our software
products. New products and product enhancements can require long development and
testing periods, and depend significantly on our ability to hire and retain
increasingly scarce technically competent personnel. Significant delays in new
product releases or significant problems in installing or implementing new
product releases could result in lost revenues and significant additional
expense.

Our future success also depends, in part, on the compatibility of our
products with other vendors' software and hardware products, particularly those
provided by Microsoft. Developers of these products may change their products so
that they will no longer be compatible with our products. These other vendors
may also decide to bundle their products with other competing products for
promotional purposes. If that were to happen, our business and future operating
results might suffer as we might be priced out of the market or no longer be
able to offer commercially viable products.

9
<PAGE> 14

WE HAVE EXPERIENCED ERRORS IN OUR PRODUCTS IN THE PAST, AND ANY SUCH ERRORS IN
THE FUTURE COULD HARM OUR REPUTATION AND COULD CAUSE CUSTOMERS TO DEMAND REFUNDS
FROM US OR ASSERT CLAIMS FOR DAMAGES AGAINST US, WHICH COULD HARM OUR BUSINESS
AND FUTURE OPERATING RESULTS

Because our software products are complex, they have in the past, and could
in the future, contain errors or bugs. Bugs can be detected at any point in a
product's life cycle. In the past, we have devoted significant resources to the
detection and correction of errors and we expect to do so in the future. While
we continually test our products for errors and work with customers through our
customer support services and engineering personnel to identify and correct bugs
in our software, we expect that errors in our products, especially new releases
of our current products and new product offerings, will continue to be found in
the future. Any of these errors could be significant and could harm our business
and future operating results. Detection of any significant errors may result in:

- the loss of or delay in market acceptance and sales of our products;

- diversion of development resources;

- injury to our reputation; or

- increased maintenance and warranty costs.

Because customers use our products to store and retrieve critical
information, we may be subject to significant liability claims if our products
do not work properly. Our agreements with customers typically contain provisions
intended to limit our exposure to liability claims. However, these limitations
may not preclude all potential claims. Liability claims could require us to
spend significant time and money in litigation or pay significant damages.
Claims of this nature, whether or not successful, could seriously damage our
reputation and our business.

OUR SOFTWARE PRODUCTS RELY ON OUR INTELLECTUAL PROPERTY, AND ANY FAILURE BY US
TO PROTECT, OR ANY MISAPPROPRIATION OF, OUR INTELLECTUAL PROPERTY COULD ENABLE
OUR COMPETITORS TO MARKET PRODUCTS WITH SIMILAR FEATURES THAT MAY REDUCE DEMAND
FOR OUR PRODUCTS

Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy or otherwise obtain and use our products or technology.
Policing unauthorized use of our products is difficult, and we cannot be certain
that the steps we have taken will prevent misappropriation of our technology,
particularly in foreign countries where we are seeking to expand our operations
and where the laws may not protect our proprietary rights as fully as those in
the United States. Our success and ability to compete depend substantially upon
our internally developed technology, which is incorporated in the source code
for our products. We protect our intellectual property through a combination of
copyright, trade secret and trademark law. We have registered, or are in the
process of registering, all of our trademarks under applicable law. We generally
enter into confidentiality or license agreements with our employees, consultants
and corporate partners, and control access to our source code and other
intellectual property and the distribution of our software, documentation and
other proprietary information. These measures afford only limited protection and
may be inadequate, especially because employees such as ours are highly sought
after and may leave our employ with significant knowledge of our proprietary
information. Others may develop technologies that are similar or superior to our
technology or design around the copyrights and trade secrets we own.

OUR PRODUCTS EMPLOY TECHNOLOGY THAT MAY INFRINGE THE PROPRIETARY RIGHTS OF
OTHERS, AND WE MAY BE LIABLE FOR SIGNIFICANT DAMAGES AS A RESULT

We expect that our software products may be increasingly subject to
third-party infringement claims as the number of competitors in our industry
segment grows and the functionality of products in different industry segments
overlaps. We do not conduct comprehensive patent searches to determine whether
technologies used in our products infringe upon patents or patent applications
held by others. In addition,

10
<PAGE> 15

we hire employees who may be privy to the proprietary information of their prior
employers. Although we believe that our products do not employ technology that
infringes any proprietary rights of third parties, third parties nevertheless
may claim that we infringe their intellectual property rights. Regardless of
whether these claims have any merit, they could:

- be time-consuming to defend;

- result in costly litigation;

- divert our management's attention and resources;

- cause product shipment delays; or

- require us to enter into royalty or licensing agreements, which may not
be available on terms acceptable to us, if at all.

A successful claim of product infringement against us or our failure or
inability to license the infringed or similar technology could damage our
business because we would not be able to sell our products without redeveloping
them or incurring significant additional expenses.

THE EXPANSION OF OUR INTERNATIONAL OPERATIONS SUBJECTS OUR BUSINESS TO
ADDITIONAL ECONOMIC RISKS WHICH COULD HAVE AN ADVERSE IMPACT ON OUR REVENUE AND
BUSINESS

In both 1998 and 1999, products we sold to customers outside North America
accounted for 6% of our total revenues. We plan to increase our international
sales activities, but these activities are subject to a number of risks,
including:

- greater difficulty in accounts receivable collection and longer
collection periods;

- political and economic instability;

- greater difficulty in attracting distributors that market and support our
products effectively;

- the need to comply with varying employment policies and regulations which
could make it more difficult and expensive to manage our headcount if we
need to establish more direct sales staff outside the United States;

- weaker operating results from our international operations in our
quarters ending each September 30 due to the summer slowdown in Europe;
and

- the effects of currency fluctuations.

As we seek to expand our international operations, if any of these risks
materialize, our revenues and our business could be adversely affected.

ANY YEAR 2000 PROBLEMS WITH OUR PRODUCTS OR OUR INTERNAL SYSTEMS AND SOFTWARE
COULD RESULT IN THIRD-PARTY CLAIMS

Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. As a result, software
that records only the last two digits of the calendar year may not be able to
determine whether "00" means 1900 or 2000. This may result in software failures
or the creation of erroneous results even though the transition between 1999 and
2000 has passed.

Our software products operate in complex system environments and directly
and indirectly interact with a number of other hardware and software systems.
Despite investigation and testing by us, our software products and the
underlying systems and protocols running our products may contain errors or
defects associated with Year 2000 date functions. Our vendors may also
experience Year 2000 problems that could affect our business. We are unable to
predict to what extent our business may be affected if our software or the
systems that operate in conjunction with our software experience a material Year
2000

11
<PAGE> 16

failure or if our vendors experience Year 2000 problems. Known or unknown errors
or defects that affect the operation of our software could result in:

- delay or loss of revenues, cancellation of customer contracts;

- diversion of development resources;

- damage to our reputation;

- increased maintenance and warranty costs; and

- litigation costs.

Any of these negative effects could adversely affect our business and future
results of operations. Furthermore, if our vendors experience Year 2000
problems, we could experience disruption in the provision of products and
services to our customers, which could have many of the negative effects
described above. In addition, if our customers experience their own Year 2000
problems, they may delay or forego purchases of our products until they have
addressed such problems, which could have an adverse effect on our business and
future operating results.

Despite investigation and testing by us, our internal systems and/or
software may contain errors or defects associated with Year 2000 date functions
that we have not detected and corrected. We are unable to predict to what extent
our core business functions may be affected if our internal systems or software
experience a material Year 2000 failure. The section of this prospectus headed
"Management's Discussion and Analysis of Financial Condition and Results of
Operation -- Year 2000 Readiness" contains a description of our Year 2000
readiness efforts.

RISKS RELATED TO THIS OFFERING

OUR STOCK MAY BE SUBJECT TO SUBSTANTIAL PRICE AND VOLUME FLUCTUATIONS DUE TO A
NUMBER OF FACTORS, INCLUDING THE FACT THAT WE ARE A TECHNOLOGY COMPANY, THAT MAY
PREVENT OUR STOCKHOLDERS FROM RESELLING OUR COMMON STOCK AT A PROFIT

The securities markets have experienced significant price and volume
fluctuations, and the market prices of the securities of software and other
technology companies such as ours have been especially volatile. This market
volatility, as well as general economic, market or political conditions, could
reduce our stock price in spite of our operating performance. In addition, our
operating results could be below the expectations of public market analysts and
investors, and in response our stock price could decrease significantly.
Investors may be unable to resell their shares of our common stock at or above
the offering price. In the past, companies that have experienced volatility in
their stock price have faced securities class action litigation. If we become
the object of securities class action litigation, it could result in substantial
costs and a diversion of management's attention and resources.

OUR OFFICERS, DIRECTORS AND PERSONS AFFILIATED WITH THEM CONTROL OUR BUSINESS
AND HOLD A MAJORITY OF OUR STOCK AND COULD REJECT MERGERS OR OTHER BUSINESS
COMBINATIONS THAT A STOCKHOLDER MAY BELIEVE ARE DESIRABLE

We anticipate that our directors, officers and individuals or entities
affiliated with our directors as a group will beneficially own approximately
76.9% of our outstanding common stock after this offering closes. As a result,
these stockholders acting together would be able to determine the outcome of all
matters that our stockholders vote upon, including the election of directors and
mergers or other business combinations.

12
<PAGE> 17

THE PROVISIONS OF OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY INHIBIT POTENTIAL
ACQUISITION BIDS THAT STOCKHOLDERS MAY BELIEVE ARE DESIRABLE, AND THE MARKET
PRICE OF OUR COMMON STOCK MAY BE LOWER AS A RESULT

Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock. The board of directors can fix the price, rights, preferences,
privileges and restrictions of the preferred stock without any further vote or
action by our stockholders. The issuance of shares of preferred stock may delay
or prevent a change in control transaction. As a result, our stock price and the
voting and other rights of our stockholders may be adversely affected. The
issuance of preferred stock may result in the loss of voting control to other
stockholders. We have no current plans to issue any shares of preferred stock.

Our charter documents contain anti-takeover devices including:

- only one of the three classes of directors is elected each year;

- stockholders have limited ability to remove directors without cause;

- stockholders cannot act by written consent;

- stockholders cannot call a special meeting of stockholders; and

- stockholders must give advance notice to nominate directors or submit
proposals for consideration at stockholder meetings.

In addition, we are subject to the anti-takeover provisions of Section 203 of
the Delaware corporate statute, which regulates corporate acquisitions. These
provisions could discourage potential acquisition proposals and could delay or
prevent a change in control transaction. They could also have the effect of
discouraging others from making tender offers for our common stock. As a result,
these provisions may prevent our stock price from increasing substantially in
response to actual or rumored takeover attempts. These provisions may also
prevent changes in our management.

THE SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK THAT WILL BE ELIGIBLE FOR
SALE IN THE NEAR FUTURE COULD CAUSE OUR STOCK PRICE TO FALL

Our current stockholders hold a substantial number of shares of our common
stock, which they will be able to sell in the public market in the near future.
Sales of a substantial number of shares of our common stock could cause our
stock price to fall. In addition, the sale of these shares could impair our
ability to raise capital through the sale of additional stock. The section
headed "Shares Eligible for Future Sale" appearing later in this prospectus
contains more information regarding the number of shares that may be sold in the
future by our existing stockholders and option holders.

13
<PAGE> 18

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will" and "would" or similar words. You
should read statements that contain these words carefully because they discuss
our future expectations, contain projections of our future results of operations
or of our financial position or state other forward-looking information. We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
predict or control accurately. The factors listed above in the section headed
"Risk Factors," as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. Before you invest in our common stock, you should be aware that the
occurrence of the events described in these risk factors and elsewhere in this
prospectus could have a material adverse effect on our business, results of
operations and financial position.

14
<PAGE> 19

TERMINATION OF S CORPORATION STATUS
AND RELATED DISTRIBUTION

Since inception, we have elected to operate under subchapter S of the
Internal Revenue Code and comparable provisions of some state income tax laws.
An S corporation generally is not subject to income tax at the corporate level,
with some exceptions under state income tax laws. Instead, an S corporation's
income generally passes through to its stockholders and is taxed on their
personal income tax returns. As a result, our earnings have been taxed for
federal and state income tax purposes, with some exceptions, directly to our
existing stockholders.

On or prior to the closing of this offering, we will terminate our S
corporation status. Following the closing of this offering, we will make a
distribution to our existing stockholders of their aggregate federal and state
income tax liabilities attributable to our S corporation pass-through income for
the years 1998, 1999 and the portion of 2000 prior to the termination of our S
corporation status of up to $1.6 million. This distribution will be made using a
portion of the net proceeds of this offering. The actual amount of this
distribution will be reduced to the extent distributions of accumulated earnings
are made by us to the existing stockholders prior to the date of this offering
with other corporate funds.

The existing stockholders have agreed to indemnify us should our S
corporation status during any portion of the period for which we claimed such
status in federal or state income tax filings ever be successfully challenged,
up to an aggregate of $1.6 million. We cannot assure you that the amount of any
indemnity we recover from our existing stockholders would be sufficient to cover
the amount of any tax liability if our S corporation status is successfully
challenged.

In connection with the termination of our S corporation status, we may be
obligated to record a deferred tax asset or liability, which will be recognized
in the quarter during which this offering occurs.

15
<PAGE> 20

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the 4,000,000 shares of
common stock we are offering will be approximately $46.6 million, assuming an
initial public offering price of $13.00 per share and after deducting estimated
underwriting discounts and commissions and estimated offering expenses payable
by us. We will not receive any of the proceeds from the sale of shares by the
selling stockholder.

We will use a portion of the net proceeds of this offering to make the
following payments:

- approximately $4.4 million to pay our outstanding senior subordinated
notes, including notes held by a party which is an affiliate of a
director and two parties which will be significant stockholders following
this offering. The senior subordinated notes accrued interest at the rate
of 8% per annum through June 9, 1999 and accrue interest at a rate of 10%
after June 9, 1999. These notes become due upon the closing of this
offering. As of January 31, 2000, the outstanding balance of principal
and interest on the senior subordinated notes was $4.4 million;

- approximately $2.0 million to repay loans from Richard A. Kay, our
chairman, president and chief executive officer. These loans were made to
provide working capital and bear interest at the rate of 8% per year. As
of January 31, 2000, the outstanding balance of principal and interest on
these loans was $2.0 million;

- approximately $5.0 million to repay all outstanding balances under our
commercial credit facility, which bears interest at the bank's prime rate
plus 0.5% and becomes due on July 21, 2000. As of January 31, 2000, the
outstanding balances of principal and interest on this credit facility
was $5.0 million;

- approximately $5.2 million to repay a note issued to a former stockholder
in connection with the repurchase of his shares. This note bears interest
at the rate of 10% per annum and becomes due 60 days after the closing of
this offering. As of January 31, 2000, the outstanding balance of
principal and interest under this note was $5.2 million;

- approximately $250,000 to a former employee in respect of a deferred
bonus due to him upon the closing of this offering; and

- an amount, not to exceed $1.6 million, to our existing stockholders as a
distribution to cover their aggregate federal and state income tax
liabilities for 1998, 1999 and the portion of 2000 prior to termination
of our S corporation status.

We intend to use the remaining net proceeds of this offering for working
capital and general corporate purposes. Although we may use a portion of the net
proceeds to acquire businesses, products or technologies that are complementary
to our business, we have no specific acquisitions planned. Pending these uses,
we plan to invest the net proceeds in investment grade, interest-bearing
securities.

DIVIDEND POLICY

We made distributions to our stockholders of approximately $60,000,
$600,000, $5.5 million and $34,000 during the years ended December 31, 1996,
1997, 1998 and 1999, respectively. Other than the estimated distribution of up
to $1.6 million to cover S corporation tax liabilities of our existing
stockholders following the closing of this offering, we do not anticipate paying
cash dividends in the foreseeable future. We currently intend to retain all
future earnings, if any, for use in the operation of our business. Our
commercial credit facility currently prohibits the payment of dividends other
than S corporation distributions.

16
<PAGE> 21

CAPITALIZATION

The following table sets forth our capitalization and other financial
information as of December 31, 1999:

- on an actual basis;

- on a pro forma basis to reflect the automatic conversion of all
outstanding convertible notes into common stock on the closing of this
offering and the distribution at the closing of $1.6 million reflecting
estimated S corporation tax liabilities of our existing stockholders; and

- on a pro forma as adjusted basis to reflect the sale of the shares of
common stock offered by us in this offering, our receipt and application
of the estimated net proceeds, after deducting the estimated underwriting
discounts and commissions and the estimated offering expenses that we
expect to pay in connection with this offering, and our use of a portion
of the net proceeds to repay debt.

This table also gives effect to an amendment to our charter filed after December
31, 1999 that increased the number of shares of common stock and preferred stock
authorized for issuance. You should read this table along with "Management's
Discussion and Analysis of Financial Condition and Results of Operations," our
financial statements and the related notes and the other financial information
in this prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1999
----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
-------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents................................... $ 2,494 $ 894 $ 30,654
======== ======== ========
Short-term debt:
Note payable to bank...................................... 5,000 5,000 --
Current portion of long-term debt......................... 13,803 6,167 42
Subordinated notes payable -- stockholders................ 1,969 1,969 --
-------- -------- --------
Total short-term debt................................ $ 20,772 $ 13,136 $ 42
======== ======== ========
Long-term debt -- net of current portion.................... $ 3,529 $ 3,529 $ 123
Stockholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares
authorized; no shares issued and outstanding, actual,
pro forma and pro forma as adjusted.................... -- -- --
Common stock, $.01 par value; 65,000,000 shares
authorized; 16,314,682 shares issued and outstanding,
actual; 20,476,188 shares issued and outstanding, pro
forma; 24,476,188 shares issued and outstanding, pro
forma as adjusted...................................... 163 205 245
Additional paid-in capital................................ 4,081 11,304 57,874
Deferred compensation..................................... (2,557) (2,557) (2,557)
Accumulated deficit....................................... (22,416) (22,416) (22,416)
Less stock subscriptions receivable.................... (977) (977) (977)
-------- -------- --------
Total stockholders' equity (deficit)................. (21,706) (14,441) 32,169
-------- -------- --------
Total capitalization.............................. $(18,177) $(10,912) $ 32,292
======== ======== ========
</TABLE>

The outstanding share information excludes:

- 3,489,106 shares of common stock issuable on exercise of outstanding
options and a warrant as of December 31, 1999, at a weighted average
exercise price of $2.65 per share; and

- 594,116 shares of common stock reserved at that date for future issuance
under our stock plan.

After December 31, 1999, we issued options exercisable to purchase up to
544,400 shares of common stock at a weighted average exercise price of $12.64
per share. In addition, after December 31, 1999, we reserved an additional
1,600,000 shares for issuance under new stock plans.

17
<PAGE> 22

DILUTION

Our pro forma net tangible deficit value as of December 31, 1999 was $14.4
million, or $(.71) per share of common stock. We have calculated this amount by:

- subtracting our pro forma total liabilities from our pro forma total
tangible assets, after giving effect to the automatic conversion of the
convertible notes into common stock upon the closing of this offering and
the distribution at the closing of $1.6 million, reflecting estimated S
corporation tax liabilities of the existing stockholders; and

- then dividing the difference by the total pro forma number of shares of
common stock outstanding, including the number of shares of common stock
that will be issued upon the conversion of the convertible notes issued
by us when we complete this offering.

If we give effect to our sale of 4,000,000 shares of common stock in this
offering at an assumed initial public offering price of $13.00 per share, after
deducting the estimated underwriting discounts and commissions and the estimated
offering expenses payable by us, our adjusted pro forma net tangible book value
as of December 31, 1999 would have been $32.2 million, or $1.31 per share. This
amount represents an immediate dilution of $11.69 per share to new investors.
The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $13.00
Pro forma net tangible book value per share before this
offering............................................... $(.71)
Increase in pro forma net tangible book value per share
attributable to new investors.......................... 2.02
-----
Pro forma net tangible book value per share after this
offering.................................................. 1.31
------
Dilution per share to new investors......................... $11.69
======
</TABLE>

The following table summarizes, as of December 31, 1999, after giving
effect to the conversion of the convertible notes into common stock, the
difference between the number of shares of common stock purchased from us, the
total consideration paid to us, and the average price per share paid by existing
stockholders and by new investors, at an assumed initial public offering price
of $13.00 per share before deducting estimated underwriting discounts and
commissions and estimated offering expenses payable by us:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ------------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders................... 20,476,188 83.7% $ 9,568,239 15.8% $ 0.47
New investors........................... 4,000,000 16.3 52,000,000 84.2 $13.00
---------- ----- ----------- -----
Total......................... 24,476,188 100.0% $61,568,239 100.0%
========== ===== =========== =====
</TABLE>

If the underwriters exercise their over-allotment option in full, the
number of shares held by new investors will increase to 4,600,000 shares, or
18.8% of the total shares of common stock outstanding after this offering, and
the number of shares held by existing stockholders will be reduced to 19,876,188
shares, or 81.2% of the total shares of common stock outstanding after this
offering.

18
<PAGE> 23

The table above assumes no exercise of stock options and a warrant
outstanding at December 31, 1999. As of December 31, 1999, there were options
and a warrant outstanding to purchase 3,489,106 shares of common stock at a
weighted average exercise price of $2.65 per share and 594,116 shares reserved
for future grant or award under our stock plan. To the extent any of these
options or warrants are exercised, there will be further dilution to new
investors. To the extent all of these outstanding options or the warrant had
been exercised as of December 31, 1999, net tangible book value per share after
this offering would have been $1.13 and total dilution per share to new
investors would have been $11.87.

19
<PAGE> 24

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with our financial statements and the related notes, and with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," included elsewhere in this prospectus. The statement of operations
data for the years ended December 31, 1997, 1998 and 1999 and the balance sheet
data at December 31, 1998 and 1999 are derived from, and are qualified by
reference to, audited consolidated financial statements included in this
prospectus. The statement of operations data for the years ended December 31,
1995 and 1996, and the balance sheet data at December 31, 1995, 1996 and 1997,
are derived from our consolidated financial statements that are not included in
this prospectus. Historical results are not necessarily indicative of results
that may be expected for any future period. The pro forma statement of
operations data reflects federal and state income taxes based on applicable tax
rates as if we had not elected S corporation status for the periods indicated.
See note 1 to our consolidated financial statements appearing elsewhere in this
prospectus for information regarding shares used in computing pro forma net
income (loss) per share -- basic and diluted.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------
1995 1996 1997 1998 1999
------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Software licenses...................................... $ 4,079 $ 6,075 $ 8,543 $12,089 $18,208
Services............................................... 908 1,321 3,361 5,230 7,232
------- ------- ------- ------- -------
Total revenues....................................... 4,987 7,396 11,904 17,319 25,440
Cost of revenues:
Software licenses...................................... 633 848 579 532 1,062
Services............................................... 581 442 1,219 1,639 3,017
------- ------- ------- ------- -------
Total cost of revenues............................... 1,214 1,290 1,798 2,171 4,079
------- ------- ------- ------- -------
Gross profit............................................. 3,773 6,106 10,106 15,148 21,361
Operating expenses:
Research and development............................... 983 2,012 2,455 3,958 5,137
Sales and marketing.................................... 1,916 2,979 5,313 8,986 11,487
General and administrative............................. 604 1,940 1,709 2,150 4,139
------- ------- ------- ------- -------
Total operating expenses............................. 3,503 6,931 9,477 15,094 20,763
------- ------- ------- ------- -------
Income (loss) from operations............................ 270 (825) 629 54 598
Interest expense, net.................................... (140) (143) (162) (1,261) (2,053)
------- ------- ------- ------- -------
Net income (loss)........................................ $ 130 $ (968) $ 467 $(1,207) $(1,455)
======= ======= ======= ======= =======
Pro forma statement of operations data:
Net income (loss) before income taxes, as reported..... $ 130 $ (968) $ 467 $(1,207) $(1,455)
Pro forma income tax provision (benefit)............... -- -- -- -- --
------- ------- ------- ------- -------
Pro forma net income (loss)............................ $ 130 $ (968) $ 467 $(1,207) $(1,455)
======= ======= ======= ======= =======
Pro forma net income (loss) per share -- basic and
diluted.............................................. $ (.07)
=======
Pro forma weighted average shares outstanding -- basic
and diluted.......................................... 20,599
=======
</TABLE>

20
<PAGE> 25

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------
1995 1996 1997 1998 1999
------- ------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................. $ 4 $ 287 $ 1,098 $ 437 $ 2,494
Working capital (deficit)............................. (1,330) (1,946) (3,227) (6,120) (19,983)
Total assets.......................................... 1,086 2,079 5,143 7,284 12,589
Debt:
Note payable to bank................................ -- -- 2,300 2,300 5,000
Current portion of long-term debt................... -- -- 250 1,437 13,803
Subordinated notes payable -- stockholders.......... 1,346 254 1,024 1,969 1,969
Long-term debt -- net of current portion............ -- -- 200 16,341 3,529
------- ------- -------- -------- --------
Total debt................................... 1,346 254 3,774 22,047 24,301
Total stockholders' equity (deficit).................. (1,139) (2,166) (2,699) (20,876) (21,706)
</TABLE>

21
<PAGE> 26

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with
our consolidated financial statements and the related notes included elsewhere
in this prospectus.

OVERVIEW

We were founded in March 1992. Since our inception, we have incurred
significant losses. For 1999, our net loss was $1.5 million. As of December 31,
1999, we had an accumulated deficit of $22.4 million. We expect to incur
significant research and development, sales and marketing and general and
administrative expenses, and, as a result, we will need to generate significant
revenues to achieve and maintain profitability. Although our revenues have
grown, we may not be able to sustain these growth rates, and we may not realize
sufficient revenues to achieve profitability.

We generate revenues principally from licensing our software products and
providing related professional services including maintenance and technical
support, consulting and training.

We derive software license revenues from licenses of our software programs
to customers primarily through indirect sales channels, including original
equipment manufacturers, value-added resellers and distributors. We also sell
through our direct sales force. Original equipment manufacturers either bundle
our products with the products they offer or resell our products under their own
label. We receive software license revenues each time an original equipment
manufacturer licenses a copy of its products that incorporates one or more of
our products. Our license agreements with original equipment manufacturers
generally contain no minimum sales requirements and we cannot assure you that
any original equipment manufacturer will either commence or continue shipping
our products in the future. Moreover, following the execution of new license
agreements, a significant period of time may elapse before any revenues are
generated due to the development work which we often undertake under these
agreements and the time needed for the sales and marketing groups within these
original equipment manufacturers, customers and resellers to become familiar
with our products.

Our services revenues consist of fees derived from annual maintenance
agreements, consulting and training and other services. The maintenance
agreements covering our products provide for technical support and minor
unspecified product upgrades for fees based on the number of software licenses
purchased and the level of service chosen by the customer. Maintenance fees are
recognized ratably over the term of the maintenance contract. We provide
consulting services, for which we charge a fee based upon the amount of time
worked and the cost of the materials used in providing the services. We provide
classroom and on-site training to our customers on a daily fee basis.

Our international sales are primarily generated through indirect sales
channels. Revenues derived from customers located outside the United States and
Canada, most of which are denominated in U.S. currency, accounted for
approximately 6% of our total revenues in each of 1998 and 1999. Our
international revenues increased 32% from $1.1 million for 1998 to $1.5 million
for 1999.

We currently have sales and services offices in the United States and
provide sales and services support in Europe through employees located in
Germany and the Netherlands. We plan to expand our international operations by
establishing additional foreign offices, hiring additional personnel and
recruiting additional international resellers.

22
<PAGE> 27

RESULTS OF OPERATIONS

The following table sets forth items from our statements of operations
expressed as a percentage of total revenues for the periods indicated:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues:
Software licenses...................................... 82% 82% 72% 70% 72%
Services............................................... 18 18 28 30 28
--- --- --- --- ---
Total revenues...................................... 100 100 100 100 100
--- --- --- --- ---
Cost of revenues:
Software licenses...................................... 13 11 5 3 4
Services............................................... 12 6 10 10 12
--- --- --- --- ---
Total cost of revenues.............................. 25 17 15 13 16
--- --- --- --- ---
Gross profit............................................. 75 83 85 87 84
Operating expenses:
Research and development............................... 20 27 21 23 20
Sales and marketing.................................... 38 40 45 52 45
General and administrative............................. 12 26 14 12 16
--- --- --- --- ---
Total operating expenses............................ 70 93 80 87 81
--- --- --- --- ---
Income (loss) from operations............................ 5 (10) 5 0 3
Interest expense, net.................................... (3) (2) (1) (7) (8)
--- --- --- --- ---
Net income (loss)........................................ 2% (12)% 4% (7)% (5)%
</TABLE>

The following table sets forth, for each component of revenues, the cost of
these revenues as a percentage of the related revenues for the periods
indicated:

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
------------------------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Cost of software license revenues....................... 16% 14% 7% 4% 6%
Cost of services revenues............................... 64 33 36 31 42
</TABLE>

COMPARISON OF YEARS ENDED DECEMBER 31, 1998 AND 1999

Revenues

Total revenues increased 47% from $17.3 million for 1998 to $25.4 million
for 1999. We believe that the percentage increase in total revenues achieved in
this period is not necessarily indicative of future results. Our revenues
consist of software license revenues and services revenues. Software license
revenues are derived primarily from licenses of our software products. Services
revenues are derived primarily from contracts for software maintenance and
technical support and, to a lesser extent, consulting, training and other
services. We also experienced an increase in demand for consulting and training
services directly associated with the sale of new software licenses. Software
license revenues were 70% of total revenues for 1998, and 72% of total revenues
for 1999.

Software License Revenues. Software license revenues increased 51% from
$12.1 million for 1998 to $18.2 million for 1999. The increase was primarily due
to an increase in overall demand for data storage management products,
increasing market acceptance of our products, introduction of new products and
increasing revenues generated through our indirect sales channels.

Services Revenues. Services revenues increased 38% from $5.2 million for
1998 to $7.2 million for 1999. The increase was primarily due to increased sales
of services and support contracts on new license

23
<PAGE> 28

sales, increased renewals of these contracts by our installed base of licensees
and, to a lesser extent, increased demand for consulting and training services.

Cost of Revenues

Cost of software license revenues consists primarily of royalties, media,
manuals and distribution costs. Cost of services revenues consists primarily of
personnel-related costs in providing maintenance and technical support,
consulting and training to customers. Gross margin on software license revenues
is substantially higher than gross margin on services revenues, reflecting the
low materials, packaging and other costs of software products compared with the
relatively high personnel costs associated with providing maintenance and
technical support, consulting and training services. Cost of services revenues
varies based upon the mix of maintenance and technical support, consulting and
training services.

Cost of Software License Revenues. Cost of software license revenues
increased 100% from $532 for 1998 to $1,062 for 1999. Gross margin on software
license revenues decreased from 96% for 1998 to 94% for 1999, primarily because
of higher product packaging and distribution costs in 1999. The gross margin on
software license revenues may vary from period to period based on the software
license revenues mix and certain products having higher royalty rates than other
products. We do not expect significant improvements in gross margin on software
license revenues.

Cost of Services Revenues. Cost of services revenues increased 84% from
$1.6 million for 1998 to $3.0 million for 1999. Gross margin on services
revenues decreased from 69% for 1998 to 58% for 1999. The increased cost and the
reduced margin was primarily due to personnel additions in our customer support
and training and consulting organizations, in anticipation of increased demand
for these services. The gross margin on services revenues may vary from period
to period based upon the mix of maintenance and technical support, consulting
and training services.

Operating Expenses

Research and Development. Research and development expenses consist
primarily of salaries, related benefits and other engineering-related costs.
Research and development expenses increased 30% from $4.0 million for 1998 to
$5.1 million for 1999. The increase was due primarily to increased staffing
levels. As a percentage of total revenues, research and development expenses
decreased from 23% for 1998 to 20% for 1999. We believe that a significant level
of research and development investment is required to remain competitive, and
expect that the dollar amount of these expenses will continue to increase in
future periods.

Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, related benefits, commissions, consultant fees, tradeshow, advertising
and other costs associated with our sales and marketing efforts. Sales and
marketing expenses increased 28% from $9.0 million for 1998 to $11.5 million for
1999, which includes $36,000 in non-cash compensation expense. The increase in
sales and marketing expenses is attributable to an increase in the number of
sales and marketing employees and increases in marketing programs. Sales and
marketing expenses as a percentage of total revenues decreased from 52% for 1998
to 45% for 1999. The decrease as a percentage of total revenues was primarily
due to the increase in total revenues. We intend to continue to expand our
global sales and marketing infrastructure and, accordingly, we expect our sales
and marketing expenses to increase in the future.

General and Administrative. General and administrative expenses consist
primarily of salaries, related benefits and fees for professional services, such
as legal and accounting services. General and administrative expenses increased
93% from $2.2 million for 1998 to $4.1 million for 1999, which includes $623,000
in non-cash compensation expense. General and administrative expenses as a
percentage of total revenues increased from 12% for 1998 to 16% for 1999. The
increase was primarily due to additional personnel costs and other expenses
associated with enhancing our infrastructure to support expansion of our

24
<PAGE> 29

operations. We expect that the dollar amount of general and administrative
expenses will increase as we expand our operations.

Interest Expense, Net. We incur interest expense on debt from a revolving
credit agreement, which bears interest at a rate of 0.5% over the bank's prime
lending rate, on notes payable to certain current and previous stockholders,
which bear interest at various rates from 8% to 10%, and on senior debt and
convertible debt from our investors. Our senior debt and convertible debt was
established in the amounts of approximately $4.4 million and $7.6 million,
respectively, in the second quarter of 1998 and bear interest at various rates
from 8% to 12%. Interest expense increased 63% from $1.3 million for 1998 to
$2.1 million for 1999.

Pro Forma Income Tax Provision (Benefit). Because we incurred net
operating losses in 1998 and in 1999, our pro forma effective tax rate in each
year was zero.

COMPARISON OF YEARS ENDED DECEMBER 31, 1997 AND 1998

Revenues

Total revenues increased 45% from $11.9 million in 1997 to $17.3 million in
1998. We believe that the percentage increase in total revenues achieved in this
period is not necessarily indicative of future results.

Software License Revenues. Software license revenues increased 42% from
$8.5 million in 1997 to $12.1 million in 1998. The increase was primarily the
result of continued growth in market acceptance of our software products, a
greater volume of large end-user transactions, increased revenues from original
equipment manufacturer resales of bundled and unbundled products and the
introduction of new products. Software license revenues growth also resulted
from increases in direct sales and indirect sales other than through original
equipment manufacturers.

Services Revenues. Services revenues increased 56% from $3.4 million in
1997 to $5.2 million in 1998. The increase was primarily due to increased sales
of services and support contracts on new licenses, renewal of services and
support contracts on existing licenses and the growth in services provided by
our professional services staff.

Cost of Revenues

Cost of Software License Revenues. Cost of software license revenues
decreased 8% from $579,000 in 1997 to $532,000 in 1998. The decrease was
primarily the result of lower product packaging and distribution costs. Gross
margin on software license revenues was 93% and 96%, respectively, in 1997 and
1998.

Cost of Services Revenues. Cost of services revenues increased 34% from
$1.2 million in 1997 to $1.6 million in 1998. Gross margin on services revenues
was 64% and 69% in 1997 and 1998, respectively. The change in gross margin was
primarily due to personnel additions in our customer support and training and
consulting organizations, in anticipation of increased demand for these
services, as well as to a change in the mix of contracts for services with
varying margins.

Operating Expenses

Research and Development. Research and development expenses increased 61%
from $2.5 million in 1997 to $4.0 million in 1998. The increase in both periods
was due primarily to increased staffing levels. As a percentage of total
revenues, research and development expenses were 21% and 23% in 1997 and 1998,
respectively.

Sales and Marketing. Sales and marketing expenses increased 69% from $5.3
million in 1997 to $9.0 million in 1998. Sales and marketing expenses as a
percentage of total revenues were 45% and 52% in 1997 and 1998, respectively.
The dollar increase was primarily attributable to increased sales and marketing
staffing and, to a lesser extent, increased costs associated with new marketing
programs.

25
<PAGE> 30

General and Administrative. General and administrative expenses increased
26% from $1.7 million in 1997 to $2.2 million in 1998. General and
administrative expenses as a percentage of total revenues were 14% and 12% in
1997 and 1998, respectively. The dollar increase in 1998 was primarily due to
additional personnel costs and other expenses associated with enhancing our
infrastructure to support expansion of our operations.

Interest Expense, Net. Interest expense, net was $162,000 for 1997 and
$1.3 million for 1998.

Pro Forma Income Tax Provision (Benefit). As a result of net loss
carryforwards in 1997 and as a result of our net operating losses in 1998, our
pro forma effective tax rate in each year was zero.

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth items from our statements of operations for
the last eight quarters, as well as that data expressed as a percentage of our
total revenues. This data has been derived from unaudited combined financial
statements that, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of this information. We believe that period-to-period comparisons
of our financial results are not necessarily meaningful and should not be relied
upon as an indication of future performance.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEP. 30, DEC. 31, MAR. 31, JUNE 30, SEP. 30, DEC. 31,
1998 1998 1998 1998 1999 1999 1999 1999
-------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Software licenses............ $2,656 $2,795 $2,859 $3,779 $3,842 $3,648 $5,115 $5,603
Services..................... 1,119 1,115 1,431 1,565 1,592 1,913 1,506 2,221
------ ------ ------ ------ ------ ------ ------ ------
Total revenues............. 3,775 3,910 4,290 5,344 5,434 5,561 6,621 7,824
Cost of revenues:
Software licenses............ 73 98 91 270 249 230 191 392
Services..................... 290 350 556 443 729 678 781 829
------ ------ ------ ------ ------ ------ ------ ------
Total cost of revenues..... 363 448 647 713 978 908 972 1,221
------ ------ ------ ------ ------ ------ ------ ------
Gross profit................... 3,412 3,462 3,643 4,631 4,456 4,653 5,649 6,603
Operating expenses:
Research and development..... 698 1,031 992 1,237 1,306 1,177 1,242 1,412
Sales and marketing.......... 1,678 2,540 2,142 2,626 2,189 2,979 2,791 3,528
General and administrative... 371 572 526 681 855 919 906 1,459
------ ------ ------ ------ ------ ------ ------ ------
Total operating expenses... 2,747 4,143 3,660 4,544 4,350 5,075 4,939 6,399
Income (loss) from
operations................... 665 (681) (17) 87 106 (422) 710 204
Interest expense, net.......... (46) (154) (514) (547) (480) (512) (527) (534)
------ ------ ------ ------ ------ ------ ------ ------
Net income (loss).............. $ 619 $ (835) $ (531) $ (460) $ (374) $ (934) $ 183 $ (330)
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

26
<PAGE> 31

<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEP. 30, DEC. 31, MAR. 31, JUNE 30, SEP. 30, DEC. 31,
1998 1998 1998 1998 1999 1999 1999 1999
-------- -------- -------- -------- -------- -------- -------- --------
(AS A PERCENTAGE OF TOTAL REVENUES)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Software licenses............ 70% 71% 67% 71% 71% 66% 77% 72%
Services..................... 30 29 33 29 29 34 23 28
------ ------ ------ ------ ------ ------ ------ ------
Total revenues............. 100 100 100 100 100 100 100 100
------ ------ ------ ------ ------ ------ ------ ------
Cost of revenues:
Software licenses............ 2 3 2 5 5 4 3 5
Services..................... 8 8 13 8 13 12 12 11
------ ------ ------ ------ ------ ------ ------ ------
Total cost of revenues..... 10 11 15 13 18 16 15 16
------ ------ ------ ------ ------ ------ ------ ------
Gross profit................... 90 89 85 87 82 84 85 84
Operating expenses:
Research and development..... 18 26 23 23 24 21 19 18
Sales and marketing.......... 44 65 50 49 40 54 42 45
General and administrative... 11 15 12 13 16 17 14 19
------ ------ ------ ------ ------ ------ ------ ------
Total operating expenses... 73 106 85 85 80 92 75 82
Income (loss) from
operations................... 17 (17) (0) 2 2 (8) 10 2
Interest expense, net.......... (1) (4) (12) (10) (9) (9) (8) (7)
------ ------ ------ ------ ------ ------ ------ ------
Net income (loss).............. 16% (21)% (12)% (8)% (7)% (17)% 2% (5)%
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

The trends discussed in the period-to-period comparisons above generally
apply to the results of operations for our seven most recent quarters, except
for certain differences discussed below.

Services revenues increased every quarter since March 31, 1998, except for
the quarter ended September 30, 1999. This exception was because we performed an
unusually large amount of consulting services during the prior quarter ended
June 30, 1999.

Cost of software license revenues have remained relatively constant quarter
to quarter as a percentage of software license revenues. Cost of software
license revenues increased substantially in absolute terms in the quarter ended
December 31, 1998 due to a substantial investment in our shipping and packaging
infrastructure. Cost of services revenues as a percentage of services revenues
has fluctuated as the mix of services performed for our customers has varied
among higher and lower margin services.

Total operating expenses have fluctuated primarily as a result of
variations in our sales and marketing expenses. In each of the quarters ended
June 30, 1998, December 31, 1998, June 30, 1999 and December 31, 1999, we
incurred additional sales and marketing expenses associated with trade shows and
significant marketing programs. To a lesser extent, our operating expenses have
fluctuated as a result of costs associated with recruiting and hiring research
and development personnel.

We expect to experience significant fluctuations in future quarterly
operating results that may be caused by many factors including, among other
things, the release of software products by us or our competitors, market
acceptance of our products, the mix of our products and services sold, demand
for our products or the timing of customer acceptance of our products, renewal
of service agreements, software quality, changes in the level of operating
expenses and general economic conditions. Due to these and other factors, our
quarterly revenues and operating expenses are difficult to forecast accurately.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents totaled $2.5 million at December 31, 1999,
and represented 20% of total assets. Cash equivalents are highly liquid
instruments with original maturities of 90 days or less. At

27
<PAGE> 32

December 31, 1999, we had $17.3 million of long-term obligations, and
stockholders' deficit was approximately $21.7 million.

For 1999, cash provided by operating activities of $765,000 resulted
primarily from an increase in accounts payable, non-cash expenses, accrued
expenses and deferred revenues. This was partially offset by a net loss and an
increase in prepaid expenses. For 1998, net cash used in operating activities of
$1.3 million resulted primarily from net losses and increases in accounts
receivable and prepaid expenses. This was partially offset by increases in
accounts payable, accrued expenses and deferred revenues. For 1998, cash used in
operating activities resulted primarily from net losses and an increase in
accounts receivable, prepaid assets and other assets. This was partially offset
by increases in accrued expenses and deferred revenues. Net cash provided by
operating activities was $896,000 in 1997. Increases in cash provided by
operating activities in 1997 resulted from increases in accounts payable,
accrued expenses, deferred revenues and net income.

Our investing activities used cash of $928,000, $667,000 and $654,000 in
1999, 1998 and 1997, respectively, primarily for capital expenditures.

Financing activities provided cash of $2.2 million in 1999, primarily from
increased net borrowings from the bank of $2.7 million, and provided cash of
$1.3 million in 1998 primarily from the net proceeds of $12.1 million under the
Company's senior subordinated notes and convertible subordinated debt, which
were issued on June 9, 1998. Borrowings from the bank bear interest at the
bank's prime rate plus 1% and become due on July 21, 2000. The senior
subordinated notes and convertible subordinated debt bore interest at 8% through
June 1999, bear interest at 10% from June 9, 1999 through June 9, 2000 and bear
interest at 12% from June 9, 2000 through maturity, and are due and payable on
December 9, 2000, with interest payments due quarterly after inception. In
specified events, such as the closing of this offering, the notes are
accelerated and become due in full. In specified events, such as the closing of
this offering, the convertible subordinated debt is converted into shares of
common stock at a rate of $3.67 per share, and interest, which has been accrued
cumulatively since the inception of the convertible subordinated debt, is
forgiven. Financing activities provided cash of $570,000 in 1997, primarily from
borrowings under notes payable to the bank and borrowings under long term debt,
offset by distributions to stockholders and redemptions of common stock.

In March 1992, we entered into a loan agreement and related promissory note
with Mr. Kay in order to secure working capital for our operations. As amended,
the loan agreement and promissory note provide for a maximum principal amount of
indebtedness of $1,000,000 and make the promissory note payable upon demand.
Amounts that we borrow under the loan agreement bear simple interest at a rate
of 8% per year. As of January 31, 2000, we owed Mr. Kay $469,000 as a result of
borrowings and accrued interest under this arrangement.

We believe that our current cash, cash equivalents, cash flow from
operations, and loans from our principal stockholder, will be sufficient to meet
our expected working capital and capital expenditure requirements for at least
the next twelve months. After that, we may require additional funds to support
our working capital requirements or for other purposes and may seek to raise
such additional funds through public or private equity financing or from other
sources. We cannot assure you that additional financing will be available at all
or that, if available, we will be able to obtain it on terms favorable to us.

28
<PAGE> 33

YEAR 2000 READINESS

Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. As a result, software
that records only the last two digits of the calendar year may not be able to
determine whether "00" means 1900 or 2000. This may result in software failures
or the creation of erroneous results. Although the transition from 1999 to 2000
has passed and we are not aware of any Year 2000 problems with our products, our
internal systems or our vendors, it is possible that Year 2000 problems could be
discovered in the future.

Our software products operate in complex system environments and directly
and indirectly interact with a number of other hardware and software systems. We
have tested the current versions of our products and the versions of our
products under development, as well as our internal systems, and believe that
they are Year 2000 compliant. In addition, we have inquired of our vendors who
provide us with goods and services as to their state of Year 2000 readiness.
Despite testing and investigation by us, our software products and the
underlying systems and protocols running our products may contain errors or
defects associated with Year 2000 date functions. Our vendors may also
experience Year 2000 problems that could affect our business. We are unable to
predict to what extent our business may be affected if our software or the
systems that operate in conjunction with our software experience a material Year
2000 failure or if our vendors experience Year 2000 problems. Known or unknown
errors or defects that affect the operation of our software could result in:

- delay or loss of revenues, cancellation of customer contracts;

- diversion of development resources;

- damage to our reputation;

- increased maintenance and warranty costs; and

- litigation costs.

Any of these negative effects could adversely affect our business and future
results of operations. Furthermore, if our vendors experience Year 2000
problems, we could experience disruption in the provision of products and
services to our customers which could have many of the negative effects
described above. In addition, if our customers experience their own Year 2000
problems, they may delay or forego purchases of our products until they have
addressed such problems, which could have an adverse effect on our business and
future operating results.

The total cost of our Year 2000 compliance activities was not material to
our business, results of operations and financial conditions. We estimate
specific Year 2000 expenses did not exceed $300,000. While we believe that we
have completed our Year 2000 readiness process, we cannot assure you that we
have identified and remedied all significant Year 2000 problems, that we will
not incur significant additional time and expense or that such problems will not
harm our business.

QUALITATIVE AND QUANTITATIVE DISCLOSURE OF MARKET RISK

We do not currently have any derivative financial instruments and do not
intend to invest in derivatives. We invest our cash in short-term highly liquid
cash equivalents. All of our indebtedness will be automatically converted into
equity or repaid upon completion of this offering. As a result, we believe that
our exposure to interest rate risk is not material to our results of operations.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 133 establishes methods of accounting for
derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. We will be required to
implement SFAS No. 133 for

29
<PAGE> 34

the year ending December 31, 2001. We have not entered into any foreign currency
exchange rate hedging activities to date and we do not believe that the impact
of SFAS No. 133 will be material to our financial position, results of
operations or cash flows.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 requires that
entities capitalize certain costs related to internal-use software once certain
criteria have been met. We adopted SOP 98-1 as of January 1, 1999. The impact of
adopting SOP 98-1 was not material, and we do not expect SOP 98-1 to have a
material impact on our financial position, results of operations and cash flows.

In December 1998, the AICPA issued SOP 98-9, "Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions." SOP 98-9
amends SOP 97-2 "Software Revenue Recognition" to require recognition of revenue
using the "residual method" when certain criteria are met. We will be required
to implement these provisions of SOP 98-9 for the year ending December 31, 2000.
Effective in December 1998, SOP 98-9 also amends SOP 98-4, an earlier amendment
to SOP 97-2, to extend the deferral of the application of certain passages of
SOP 97-2 provided by SOP 98-4. We do not believe the impact of SOP 98-9 will be
material to our financial position, results of operations and cash flows.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101-Revenue Recognition in Financial Statements. This
SAB expresses the SEC's views in applying generally accepted accounting
principles to revenue recognition in financial statements. Companies can apply
the accounting and disclosure requirements of this SAB retrospectively, or may
report a change in accounting principle no later than the first fiscal quarter
of the fiscal year beginning after December 15, 1999. We do not expect the
application of this SAB to have a material impact on our financial statements.

30
<PAGE> 35

BUSINESS

OVERVIEW

INDUSTRY BACKGROUND

The growth of data storage

The growth of data-intensive computing functions such as e-commerce,
e-mail, multimedia applications, complex enterprise computer applications and
the conversion from paper to electronic storage has fueled rapid growth in the
amount of data stored within an enterprise. For example, International Data
Corporation, an independent information technology research firm referred to as
IDC, projects that the number of e-mail messages sent per day in the United
States will grow from approximately 3.5 billion in 1999 to 9.2 billion in 2003.
This growth has resulted in an increased demand for more efficient methods to
store and retrieve data. IDC estimates that multi-user disk storage grew from
more than 7,000 terabytes in 1993 to more than 188,000 terabytes in 1999, and
will reach more than 1.9 million terabytes in 2003. A byte is the amount of
computer memory required to store one number, letter or symbol; a terabyte is
equal to one trillion bytes.

This dramatic growth in data storage is driving the demand for many types
of storage technology, such as new storage devices, networking hardware, network
transmission technology and software. Many enterprises are trying to manage
larger amounts of data, creating a demand for software that can automate this
task. Industry analysts predict that demand for data storage software in
particular will grow significantly. IDC estimates that the overall market for
data protection and management software grew from $2.1 billion in 1996 to $3.5
billion in 1998 and will grow to $6.7 billion in 2003.

Traditional data storage and back-up

Users traditionally have stored data on hard disks or other storage devices
connected to their personal computers or computer networks, a configuration
referred to as primary storage. In addition to primary storage, enterprises have
widely adopted back-up processes to insure against the loss of data by creating
and storing duplicates of existing data files. The traditional back-up process
moves data to secondary storage devices not directly accessible by users and
applications. Typically, an enterprise will perform a full back-up of all data
once a week and incremental back-ups on each of the other six days of the week.
An incremental back-up operation copies only those files that have changed since
the last full back-up. There are several significant problems with traditional
data storage and back-up methods:

- Expensive primary storage capacity is consumed rapidly. Hard drives and
other storage devices used for primary storage are more expensive than
remote and back-up storage devices and have a limited capacity. This
capacity is often quickly exhausted, and the user or the enterprise must
then either purchase additional capacity or delete data. An enterprise
incurs additional expense not only for the purchase of additional storage
devices, but also for the administrative time required to install,
allocate and manage this additional primary storage capacity.

- Repetitive back-up consumes network transmission capacity. As the amount
of data increases, repeatedly backing up the same data consumes
increasing amounts of network transmission capacity, or bandwidth.
Computer networks have a limited amount of bandwidth, and most of this
capacity is consumed during business hours by the demands of the
network's users. As a result, networks lack the capacity to transmit data
to storage devices for back-up during business hours. In addition, as
enterprises expand their operations internationally, as the Internet
makes networks more

31
<PAGE> 36

accessible and as the workday becomes longer, the number of hours
available each day for back-up is shrinking. As a result, network
administrators have smaller windows of time in which they can back up
increasing amounts of data without impairing the performance or
accessibility of the network.

- Failure to manage data results in an inefficient back-up process. Most
files on a typical file server are not frequently accessed more than 30
days after they are created. Repeatedly backing up the same unchanged
data consumes more back-up storage capacity unnecessarily, and requires
an enterprise to expand its storage capacity with each subsequent
back-up. In addition, because network administrators cannot determine
which files are important, they either save most files or randomly delete
them.

- Access to stored data is limited. Infrequently accessed data is
typically migrated from primary storage devices to secondary storage
devices, such as tape libraries. Once this process has occurred, the time
and effort necessary to retrieve a migrated file is significant. A user
will need to know information such as the file name, the original storage
location and the date of the back-up. When this information has been
determined, the network administrator will then use this information to
retrieve the file manually. This process is inefficient for the user, who
must wait for the needed file, and for the network administrator, who
must act as an intermediary and retrieve the file. In addition, files
that have been deleted from primary storage and only reside on secondary
storage devices are not readily accessible to software applications that
may need the data contained in the file.

The emergence of storage area networks

In response to the limitations of traditional data storage and back-up
methods, storage area networks have emerged. A storage area network is a network
of servers and data storage devices that are interconnected at high speeds,
typically using Fibre Channel transport technology, which allows network
resources to be located at remote and diverse locations. Enterprises are
increasingly deploying storage area networks in an effort to move data storage
operations off of their local area networks to a separate network dedicated to
data storage. Moving these operations to storage area networks frees up
bandwidth on the local area network for more efficient operation of enterprise
software applications and communications. Storage area networks can be
significantly less expensive to maintain and expand than traditional data
storage systems because they enable shared, high-speed access to stored data.
IDC estimates that the overall storage area network market will grow from $3.4
billion in 1999 to $13.8 billion in 2003.

Despite the greater capacity and speed offered by storage area networks,
storage area networks do not address the need to make management and access of
data more efficient. In particular, storage area networks fail to determine
which data should be stored, do not provide efficient transfer of data to the
storage area network, do not enable immediate access to backed-up data and
cannot provide an effective index of stored data.

The need for data storage management software

In order to address the problems of traditional storage and back-up
methods, and to take advantage of the power of storage area networks, a data
storage solution must:

- automatically apply policies that determine whether, or for how long,
data should be stored;

- provide efficient transfer of data to and from storage devices throughout
networks, including local area networks and storage area networks;

- provide a detailed index of stored data;

- enable rapid and easy retrieval of stored data selected by users and
software applications;

32
<PAGE> 37

- maximize the effective capacity of existing storage devices; and

- provide secure Web access to stored data.

THE OTG SOLUTION

We are a provider of online data storage management and data access
software. Our Windows NT-based software provides customers with the following
benefits:

- Efficient use of storage capacity. We enable automated data migration to
less expensive remote storage devices and networks.

- Fast data access. We provide quick and easy access to data for users and
software applications, including secure Web access.

- Increased efficiency of back-up systems. We reduce the time required for
data back-up, maximize use of back-up storage capacity and increase
available network bandwidth by eliminating the repetitive back-up of
unchanged data.

- Diverse storage options. We support many different types of data storage
devices within the same data storage system to maximize performance and
minimize cost.

- Fast and easy installation and use. We make installation, configuration
and use quick and easy, using an intuitive graphical user interface,
which allows a user to interact with our product through the use of
windows and icons in a point-and-click system.

- Flexibility and scalability. Our software expands quickly and easily to
accommodate changes in the size of a data storage system from a single
storage device to an enterprise-wide network storage system and to
support additional users and applications.

THE OTG STRATEGY

Our objective is to extend our position as a provider of online data
storage management and data access software. To achieve this objective, we
intend to:

Expand our presence in the storage area network market. We intend to
expand the current use of our XtenderSolutions product suite in the storage area
network market by introducing SANXtender. This product will customize our
existing technology to maximize the capabilities of storage area networks.
SANXtender will provide data storage management over the storage area network by
linking storage area network technologies to local area network applications. In
developing SANXtender, we are conducting quality assurance and compatibility
testing of our products with the products of manufacturers of storage area
network technologies, such as ATL Products, Chaparral Network Storage, Advanced
Digital Information Corporation, Emulex Corporation and Hewlett-Packard, to
ensure that SANXtender will be certified as compatible with leading storage area
network hub, switch, router and storage technologies. In addition, we are
pursuing alliances with other leading storage area network companies.

Capitalize on the release of Windows 2000. We plan to introduce a new
version of DiskXtender, called DiskXtender 2000, shortly after the release of
Windows 2000. DiskXtender 2000 will allow our existing technology to operate on
the Windows 2000 platform. We believe our engineering history with the Windows
NT code and our access to pre-release versions of Windows 2000 will enable us to
offer a closely integrated version of DiskXtender 2000 in a timely fashion. Over
time, we will integrate the XtenderSolutions product suite with new features
provided by Windows 2000.

Provide software to address e-mail storage management. To meet
accelerating demand for e-mail storage management software, we are building on
our DiskXtender technology to develop eMailXtender, an e-mail indexing,
archiving and retrieval application, and integrating it with leading e-mail
applications. A preliminary version of this product, currently being implemented
by Merrill Lynch, allows users to conduct

33
<PAGE> 38

full-text searches, archive to secondary or removable storage devices, and
retrieve e-mail messages and e-commerce transaction documents.

Offer our storage software over the Web through Internet service provider
and application service provider relationships. We intend to expand our
capability to enable our customers to outsource data storage management and
capacity over the Web, through relationships with Internet service providers and
application service providers. As Internet access becomes faster and more
secure, we anticipate that increasing numbers of enterprises will turn to leased
or metered online storage solutions as a cost-effective alternative to in-house
capabilities. We intend to offer this capability through Internet service
providers and application service providers under the name OnlineStor.com.
OnlineStor.com will enable individual users and enterprises to store and manage
data over the Web with functionality similar to that of DiskXtender at
substantial hardware and maintenance cost savings over in-house storage systems.

Enable our core technology to run on additional operating systems. We are
currently modifying our DiskXtender technology to operate on the UNIX and Linux
operating systems. These new versions of our products will provide the ability
to manage data on UNIX and Linux file servers in addition to the Windows NT
servers currently supported today.

34
<PAGE> 39

PRODUCTS AND SERVICES

The XtenderSolutions product suite includes a number of application-focused
products to provide customers with the ability to move, store, manage and access
data on the Windows NT platform. The following table summarizes our
XtenderSolutions product suite:

<TABLE>
CURRENT PRODUCTS DESCRIPTION
- ---------------------------------------------------------------------------------------------
<S> <C>
DiskXtender Our core product; enables comprehensive data storage
management throughout an enterprise's network
ApplicationXtender Organizes and stores data used by Windows-based applications
and enables users to display, print, fax, e-mail or annotate
the stored data
WebXtender Provides access to data over an intranet or the Internet
using a standard Web browser
ColdXtender Manages the storage of computer-generated data for use in
preparing forms and reports in standardized formats
- ---------------------------------------------------------------------------------------------
PRODUCTS UNDER DEVELOPMENT DESCRIPTION
- ---------------------------------------------------------------------------------------------
SANXtender Will provide technology to move, store, manage and access
data interactively in a storage area network environment
(expected release during third quarter of 2000)
OnlineStor.com Will provide leased or metered data storage management and
capacity over the Web through Internet service providers and
application service providers (expected release during
second quarter of 2000)
eMailXtender Will provide intelligent e-mail storage, indexing, archiving
and retrieval, integrated with leading e-mail applications
(expected release during second quarter 2000)
</TABLE>

Our product pricing is generally established on a per license basis. An
example of a representative customer's requirements would include the need to
move, store, manage and access approximately 10 terabytes of data by 25 users
accessing the data from the customer's network and 100 users accessing data over
the Web supported by three servers. Under this scenario, a product configuration
would include:

- DiskXtender. The list price of DiskXtender for two Storage Tek
9740-100 tape libraries (representing 10 terabytes of data) is
approximately $50,000. In addition, the customer would need to
purchase four additional DiskXtender agent licenses to support the
remote storage servers required in its network for a total list
price of $56,000.

- ApplicationXtender. To support 25 users accessing the data from the
network, the customer would need to purchase 25 concurrent
ApplicationXtender licenses at a list price of approximately
$25,000.

- WebXtender. To support 100 Web users, the customer would need to
purchase both a Web server component at a list price of
approximately $10,000 and 100 concurrent WebXtender licenses at a
list price of approximately $41,000.

The list price for this XtenderSolutions configuration would be
approximately $132,000, with annual maintenance fees of approximately $25,000.

35
<PAGE> 40

Current products

DiskXtender. The cornerstone of our product suite is DiskXtender.
DiskXtender is a server-based, Windows NT solution that enables management of
data throughout an enterprise's network while tracking and managing stored file
locations. DiskXtender enhances a data storage system by increasing its primary
storage capacity and providing constant accessibility to data while integrating
stored files with other enterprise applications. DiskXtender uses advanced
features such as caching technologies, which temporarily store frequently
accessed or recently accessed data and thereby speed up an application's access
to data. DiskXtender is currently the only Windows NT storage solution that
manages all major types of storage devices, from optical and tape to CD-ROM and
DVD. We provide a DiskXtender application programming interface allowing
end-users and original equipment manufacturers to integrate DiskXtender with
software applications, such as Web browsers, word processing, accounting and
imaging.

DiskXtender has won the following awards, among others:

- 1999 Solutions Integrator Impact Award for Best Storage Product from
International Data Group, the parent of IDC; and

- 1998 and 1999 Product of the Year Awards from Imaging & Document
Solutions magazine.

ApplicationXtender. ApplicationXtender organizes and stores data used by
Windows-based applications and enables users to display, print, fax, e-mail or
annotate the stored data. Because ApplicationXtender integrates the host
applications chosen by the end-user with DiskXtender technology, end-users can
access, retrieve, control and view data through the host applications. As with
DiskXtender, an application programming interface toolkit allows customers and
original equipment manufacturers to integrate ApplicationXtender with existing
applications.

WebXtender. WebXtender provides access to data over an enterprise's
intranet or the Internet using standard Web browser interfaces. WebXtender
offers data display and search functionality in any ApplicationXtender
application, while providing remote access to stored data. Because WebXtender
requires only a standard Web browser to be installed on the user's workstation,
WebXtender minimizes overhead and costs of client software distribution and
configuration.

ColdXtender. ColdXtender manages the storage of computer-generated output
data for use in preparing forms and reports in standardized formats, such as
insurance claims and reports. ColdXtender stores, compresses and catalogues
report data in searchable databases.

Products under development

We plan to introduce several products in the near future to address
emerging storage management requirements. Although we are unable to quantify the
impact, we believe that these products, when introduced, will enable us to add
more customers and generate additional revenues. These products include:

SANXtender. SANXtender will apply our XtenderSolutions technology to
maximize the performance of a storage area network. SANXtender will provide data
storage management over a storage area network by linking storage area network
technologies to local area network applications. This will allow data transfer
and storage without moving data through servers on the local area network,
thereby freeing the resources of the local area network for user applications.
As part of our development efforts, we are conducting quality assurance and
compatibility testing of our products with the products of manufacturers of
storage area network technologies, such as ATL Products, Chaparral Network
Storage, Advanced Digital Information Corporation, Emulex Corporation and
Hewlett-Packard, to ensure that SANXtender will be certified as compatible with
leading storage area network hub, switch, router and back-up technologies. In
addition, we are pursuing alliances with other leading storage area network
companies. SANXtender is primarily based on our existing technologies and
products. Our current efforts are focused on developing DiskXtender storage
management for storage area networks, while connecting storage area

36
<PAGE> 41

networks with the Internet and other applications. We anticipate general
commercial availability of this product during the third quarter of 2000.

OnlineStor.com. We are adapting our products to be offered as an
outsourced data storage and management service under the name OnlineStor.com.
These services will be offered on a metered or leased basis through Internet
service providers and application service providers. OnlineStor.com will enable
enterprises to store and manage data over the Web with functionality similar to
that of the XtenderSolutions product suite. We expect that our customers will
realize substantial hardware and maintenance cost savings over in-house storage
systems by using this service. We currently are engaged in discussions with
various Internet service providers and application service providers regarding
OnlineStor.com. We anticipate general commercial availability of OnlineStor.com
during the second quarter of 2000.

eMailXtender. eMailXtender is an e-mail indexing, archiving and retrieval
application that will be integrated with leading e-mail applications. It will
allow users to satisfy their legal, auditing and archiving requirements without
investing in expensive, fixed storage resources. A preliminary version of this
product, currently being implemented by Merrill Lynch, allows users to conduct
full-text searches, and archive and retrieve e-mail messages and e-commerce
transaction documents. EMailXtender is primarily based on our DiskXtender
technology, with additional development efforts focused on integrating other
technologies. We anticipate general commercial availability of this product
during the second quarter of 2000.

Professional services and support

We maintain a professional services division responsible for providing
customers with maintenance and technical support, consulting and training
services related to our XtenderSolutions products, which consist of:

- analysis of a customer's requirements for data storage and management;

- software design and implementation;

- business process analysis and implementation;

- product installation and upgrading;

- custom documentation; and

- training.

When a customer licenses our products, we provide a 30-day support package
that includes installation, configuration and testing, access to an on-call
technical help desk, a technical support website and software updates. We also
host regularly scheduled training seminars in the Washington D.C. metropolitan
area, on the West Coast and, upon request, at a customer's site. In addition to
our own capabilities, our value-added resellers and system integrators perform
professional services for our customers.

TECHNOLOGY

DiskXtender employs a variety of advanced technology features. DiskXtender
uses software agents that prevent the file server hard disk from running out of
free space by checking space utilization against a watermark, or threshold
setting, that can be established by the customer. Migration, space management
and retention policies are defined by the user and can be customized for any
application requirements, based, for example, on age, size or file name. Based
on these rules, DiskXtender will migrate eligible files to secondary storage. In
addition, based on defined watermarks, DiskXtender will truncate the original
file data to make space for additional data. File truncation removes the
original file data from the file server hard disk, leaving behind a stub file,
or place marker, freeing the space for other use.

37
<PAGE> 42

When the contents of a file server hard disk are viewed by an application,
such as Windows Explorer, DiskXtender displays the contents of the file server
hard disk in a way that makes the application see the original file size instead
of the stub file. When an application attempts to open the original file,
DiskXtender:

- captures the request to open the file;

- refers to the stub file associated with the file;

- determines the library and storage device to which the file was migrated;
and

- retrieves the file from the extended storage system by copying it back to
the original file server hard disk for use by the application that
requested it.

DiskXtender manages all file migration based on incoming file requests and
defined storage policies. Recall of file data from secondary storage devices is
performed automatically.

When the contents of a file server hard disk are accessed by a back-up
application, DiskXtender recognizes the back-up application and intelligently
manages the back-up data. Instead of backing up all data on the extended storage
system, it allows the back-up application to back up only the stub files, which
represent a significantly smaller amount of data. This feature reduces the time
required for back-up and also reduces the amount of data that must be backed up.

GRAPHIC: Title - "DiskXtender." The graphic depicts the DiskXtender technology.
The graphic is a picture of a cylinder, and the text under the icon states "Hard
disk." There is an arrow connecting three icons to the left side of the "Hard
disk" icon. One icon is a picture of a floppy disk, and the text under the icon
states "Tape library." The second icon is a picture of a file cabinet, and the
text under the icon states "Optical juke boxes." The third icon is a picture of
a CD, and the text under the icon states "CD/DVD Optical." There are also three
lines on the right side of the "Hard disk" icon pointing to three separate
portions of the "Hard disk" icon. The text at the end of the first line states
"Free space." The text at the end of the second line states "Pointers (files on
secondary storage)." The text at the end of the third line states "Frequently
used files."

38
<PAGE> 43

CUSTOMERS

We have licensed our products to over 6,000 corporations, government
agencies and other organizations across a broad spectrum of industries. The
following table lists some of our customers, each of which has accounted for
more than $25,000 of our revenues since January 1998.

Automobile Association of America
American Airlines
State of California
Citicorp
Delta Airlines
Dow Chemical
Marathon Oil
Mayo Clinic
McKesson/HBOC
Merrill Lynch
Nabisco
NASD
NationsBank (now Bank of America)
Nortel Networks
Parker Hannifin
PSINet
Raytheon
Unisys
U.S. Department of Defense
U.S. Federal Aviation Administration
U.S. Navy
University of Miami
Veterans Administration Hospitals
Westinghouse (now General Electric)

How two of our customers have used our data storage management solutions

CONVERTING FROM PAPER TO ELECTRONIC STORAGE AT PSINET. PSINet, a provider
of business Internet access, has over 3,000 employees and annual revenue of more
than $560 million. With growing worldwide operations, PSINet experienced an
increasing volume of paper files generated by contracts, legal documents,
financial records and customer provisioning files. As a result of this growth in
paper, PSINet realized the need to increase automation of their data storage and
reduce the space and retrieval time associated with files.

In 1998, PSINet engaged us to provide data storage management software
providing access to critical files, document imaging and Web-based data
retrieval to handle the electronic contract files. We have helped PSINet convert
some areas where paper files were used to optical disk, and have installed an
optical storage management system utilizing DiskXtender, ApplicationXtender and
WebXtender for records generated by its domestic operations. We are currently
working with PSINet to extend these capabilities to many areas within their
international operations.

AUTOMATING DATA STORAGE AT NABISCO. Nabisco, an $8.7 billion marketer of
biscuit, snack and premium food products, makes thousands of deliveries every
day to grocery stores, convenience stores and other food outlets across the
United States and in 85 other countries worldwide. With each delivery, Nabisco
issues a proof of delivery document that lists the products delivered and the
total amount due for those products.

Nabisco had been keeping a copy of the proof of delivery on file and using
a manual system to retrieve, copy and fax proofs of delivery whenever customers
had questions or disputes on delivery. As the volume of proofs of delivery grew,
Nabisco needed to automate the process and provide improved access and
distribution.

In 1997, Nabisco engaged us to replace their existing data storage system
with DiskXtender to effectively manage increasingly large amounts of data,
provide for easy access on the Internet and work with their high volume,
automated tape library. The new system, deployed in Nabisco's Customer Financial
Services Department, makes the proofs of delivery quickly accessible, increasing
customer service, improving access time, and cutting down on delayed payments.
Nabisco processes 120,000 images a day, and it estimates that it has processed
25 to 30 million documents since DiskXtender was installed.

39
<PAGE> 44

Another benefit for Nabisco is that DiskXtender, with its capability to support
multiple applications, links to a second imaging system that replaces all manual
microfilm archiving systems.

SALES AND MARKETING

We sell our products primarily through relationships with original
equipment manufacturers, value-added resellers and distributors. Our
distribution through these channels accounted for 85% of our total revenues in
1998 and 84% of our total revenues in 1999, with no single original equipment
manufacturer, value-added reseller or distributor accounting for more than 10%
of our total revenues in either year. We are also expanding our direct sales
force to provide better coverage for larger clients.

Original Equipment Manufacturer Relationships. We currently have more than
15 original equipment manufacturer relationships. These original equipment
manufacturers buy our products to incorporate into their own product offerings
or resell our products under their own label. We have original equipment
manufacturer relationships with Advanced Financial Solutions, Agilent
Technologies, which is a subsidiary of Hewlett-Packard, Cerner, Data General,
which is a division of EMC, FileNet, Imation, Legato Systems and StorageTek,
among others. We also recently entered into an original equipment manufacturing
relationship with Tivoli Systems, Inc., an IBM company, providing for Tivoli to
integrate our DiskXtender product into Tivoli's storage management strategies
and offerings.

Value-added Reseller and Distributor Relationships. We currently have more
than 235 value-added reseller and distributor agreements, including agreements
with Affiliated Computer Systems, Cranel, Datalink, Electronic Data Systems,
Envision, GE Capital, IKON, Law Cypress, National Computer Systems, Optical
Laser. These resellers service North America, Europe, East Asia and Latin
America. Pursuant to these alliances, our value-added resellers and distributors
typically market the entire XtenderSolutions product suite, receiving a discount
on products sold.

Direct Sales Force. We maintain a direct sales staff with responsibilities
for pursuing and managing larger customers, as well as providing support to our
distributors, value-added resellers and original equipment manufacturers. We
have been hiring additional salespersons and expect to continue to do so.

Marketing. Our marketing department consists of marketing professionals
dedicated to advertising, public relations, marketing communications, events and
channel partner programs. Our marketing efforts focus on building brand
recognition and developing leads for our sales force. To achieve these
objectives, we maintain a strategic marketing program which includes the
following elements:

- a national advertising campaign promoting the XtenderSolutions brand;

- a comprehensive Web marketing program and website;

- programs to enhance communication with our original equipment
manufacturers, value-added resellers and distributors, including our
XpertPartner conference;

- seminars to increase the visibility of our executives and generate leads
for our sales force;

- participation in trade shows; and

- direct marketing to targeted corporate customers.

COMPETITION

40
<PAGE> 45

traditional data back-up capabilities offered by companies such as Veritas,
Legato Systems, Computer Associates and IBM, our products may compete against
such traditional back-up solutions when a potential customer seeks to address
its storage needs with only a data back-up solution. Furthermore, Veritas has
recently begun to offer a Windows NT-based product that competes with
DiskXtender.

Many of our competitors and potential competitors have substantially
greater financial and technical resources than we do. Our competitors may
attempt to increase their presence in the data storage management software
market by acquiring or forming strategic alliances with other competitors or
business partners. This competition may cause us to lose sales and may limit the
growth of our revenues and business.

INTELLECTUAL PROPERTY

Our products are based upon our internally developed intellectual property
and other proprietary rights. We rely on a combination of copyright, trademark
and trade secret laws, confidentiality agreements and contractual provisions to
protect our intellectual property. However, we believe that these laws and
agreements afford us only limited protection. Despite our efforts to protect our
intellectual property, unauthorized parties may infringe upon our proprietary
rights. In addition, the laws of some foreign countries do not provide as much
protection of our proprietary rights as do the laws of the United States.

EMPLOYEES

As of December 31, 1999, we had a total of 172 employees. Of these
employees, 54 were involved in sales and marketing; 29 were involved in product
development; 46 were involved in quality assurance and product support; 25 were
involved in professional services; and 18 were involved in administrative and
corporate functions.

FACILITIES

Our operations are headquartered in one 35,000 square foot facility in
Bethesda, Maryland that is leased under an agreement expiring on September 30,
2002. We also lease field offices in Irvine, California and Longmont, Colorado.
We believe that these facilities are suitable to meet our needs for the
foreseeable future.

LEGAL PROCEEDINGS

We are not party to any material legal proceedings.

41
<PAGE> 46

MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

Our executive officers, directors and some other key employees, and their
ages as of December 31, 1999, are as follows:

<TABLE>
<CAPTION>
NAME AGE TITLE
---- --- -----
<S> <C> <C>
Executive officers and directors:
Richard A. Kay........................... 43 Chairman of the Board, President and Chief
Executive Officer
F. William Caple......................... 41 Executive Vice President, Secretary and
Director
Ronald W. Kaiser......................... 46 Chief Financial Officer and Treasurer
Gabriel A. Battista (2).................. 55 Director
John Burton (2).......................... 48 Director
Joseph R. Chinnici (1)................... 45 Director
Geaton A. DeCesaris, Jr. (1)(2).......... 44 Director
Donald B. Hebb, Jr. (1).................. 57 Director
Key employees:
Amena Ali................................ 36 Senior Vice President of Marketing and
Strategy
Mark L. Hanson........................... 35 Vice President of Development -- Web
Solutions
Gerald Held, Jr.......................... 39 Vice President of Business Development
Scott R. Nickel.......................... 33 Vice President of Technology
Grant M. Wagner.......................... 37 Senior Vice President of Sales
</TABLE>

- ---------------
(1) Member of the Audit Committee

(2) Member of the Compensation Committee

Richard A. Kay, our founder, has served as our chairman, president and
chief executive officer since our inception in 1992. Prior to founding OTG, Mr.
Kay co-founded National Operator Services, Inc., a reseller of telephone
operator services, and NOS Communications, a reseller of AT&T long distance
services.

F. William Caple has served as our executive vice president since May 1996.
Mr. Caple has served as a member of our board of directors since December 1997.
From January 1994 to April 1996, Mr. Caple was a partner of the law firm of
Galland, Kharasch, Morse & Garfinkel.

Ronald W. Kaiser has served as our chief financial officer and treasurer
since June of 1998. From April 1998 to June 1998, Mr. Kaiser was an employee of
Network Associates, Inc., an Internet security company, following the
acquisition of Trusted Information Systems, Inc. by Network Associates, Inc.
From May 1996 to April 1998, Mr. Kaiser served as the chief financial officer of
Trusted Information Systems, Inc., an information security company. From January
1996 to April 1996, Mr. Kaiser served as a consultant to American Communication
Services, Inc., now known as e.spire Communications, Inc. From November 1994 to
January 1996, Mr. Kaiser served as the chief financial officer of ACSI.

Gabriel A. Battista has served as a member of our board of directors since
June 1998. Mr. Battista has served as the chairman of the board of directors,
president and chief executive officer of Talk.com, Inc., an e-commerce and
telecommunications services company, since January 1999. From October 1996 to
December 1998, Mr. Battista served as the chief executive officer of Network
Solutions, Inc., an Internet domain name registration company. From February
1991 to October 1996, Mr. Battista served as the president and chief executive
officer of Cable & Wireless, Inc., a telecommunications company. Mr. Battista
currently serves as a director of AXENT Technologies, Inc. and Systems and
Computer Technology Corporation.

42
<PAGE> 47

John Burton has served as a member of our board of directors since June
1998. Mr. Burton has served as managing director of Updata Capital, Inc., an
investment banking firm, since March 1997. From February 1995 to February 1997,
Mr. Burton served as president of Burton Technology Partners, Ltd. From March
1984 to January 1995, Mr. Burton served as president and chief executive officer
of Legent Corporation, a vendor of software development products. Mr. Burton
currently serves as a director of AXENT Technologies, Inc., Banyan Systems, Inc.
and Map Info Corporation.

Joseph R. Chinnici has served as a member of our board of directors since
June 1998. Since September 1994, Mr. Chinnici has served in a number of
positions at Ciena Corp., and currently serves as Ciena Corp.'s senior vice
president, finance and chief financial officer.

Geaton A. DeCesaris, Jr. has served as a member of our board of directors
since June 1998. Mr. DeCesaris has served as the president, chief executive
officer and a director of Washington Homes, Inc., a national homebuilding
company, since August 1988, and as the chairman of the board of directors of
Washington Homes, Inc. since April 1999.

Donald B. Hebb, Jr. has served on our board of directors since June 1998.
Mr. Hebb has been a managing member of the general partner of ABS Capital
Partners II, L.P. and related entities since March 1993. Prior to that, Mr. Hebb
served as a managing director of Alex. Brown Incorporated. Mr. Hebb currently
serves as a director of T. Rowe Price Associates, Inc. and SBA Communications
Corporation.

Amena Ali has served as our senior vice president of marketing and strategy
since February 2000. From June 1991 to February 2000, Ms. Ali served in various
marketing and finance positions, including most recently, director of business
analysis, at MCI Worldcom, Inc., a telecommunications company.

Mark L. Hanson has served as our vice president of development -- Web
solutions since October 1999. From November 1992 to September 1999, Mr. Hanson
served as one of our senior developers.

Gerald Held, Jr. has served as our vice president of business development
since January 1998. From April 1996 to January 1998, Mr. Held served as a
director of business development at Eastman Software, a document imaging
management company. From January 1984 to April 1996, Mr. Held served as a
manager of product management at Rexon, Inc., a storage hardware company.

Scott R. Nickel has served as our vice president of technology since
October 1999. From November 1992 to September 1999, Mr. Nickel served as one of
our senior developers.

Grant M. Wagner has served as our senior vice president of sales since July
1999. From January 1999 to July 1999, Mr. Wagner served as vice president of
sales for Remedial Technologies Network, an Internet publishing company. From
January 1990 to January 1999, Mr. Wagner served in various sales positions,
including, most recently, vice president of global sales, at Computer Associates
International, Inc., a software company.

Pursuant to the voting agreement dated June 9, 1998, by and among ABS
Capital Partners II, L.P., Greylock IX Limited Partnership and Michael P.
Murray, as purchasers, Richard A. Kay and OTG, the purchasers were given the
right to designate one director and Mr. Kay was given the right to designate six
directors. Mr. Hebb was elected to our board of directors as the designee of the
purchasers and Mr. Kay, Mr. Battista, Mr. Burton, Mr. Caple, Mr. Chinnici and
Mr. DeCesaris were elected to our board of directors as the designees of Mr.
Kay. These rights terminate upon the closing of this offering.

ELECTION OF DIRECTORS

Following this offering, the board of directors will be divided into three
classes, each of whose members will serve for a three-year term. Mr. Hebb and
Mr. Chinnici will serve in the class which term expires in 2001. Mr. Caple and
Mr. Burton will serve in the class which term expires in 2002; and Mr. Kay, Mr.
Battista and Mr. DeCesaris will serve in the class which term expires in 2003.
Upon the

43
<PAGE> 48

expiration of the term of a class of directors, directors in that class will be
elected for three-year terms at the annual meeting of stockholders in the year
in which that term expires.

COMPENSATION OF DIRECTORS

We reimburse directors for reasonable out-of-pocket expenses incurred in
attending meetings of the board of directors. We may, in our discretion, grant
stock options and other equity awards to our non-employee directors from time to
time pursuant to our stock incentive plans. In June 1999, we granted options to
purchase 10,000 shares of our common stock to each of Mr. Battista, Mr. Burton,
Mr. Chinnici, Mr. DeCesaris and Mr. Hebb, our non-employee directors, at an
exercise price of $2.75 per share. These options vested upon grant. We have not
yet determined the amount and timing of any future grants or awards.

BOARD COMMITTEES

The board of directors has established a compensation committee and an
audit committee. The compensation committee, which consists of Mr. Burton, Mr.
Battista and Mr. DeCesaris, reviews executive salaries, administers our bonus,
incentive compensation and stock plans and approves the salaries and other
benefits of our executive officers. In addition, the compensation committee
consults with our management regarding our pension and other benefit plans and
compensation policies and practices.

The audit committee, which consists of Mr. Chinnici, Mr. Hebb and Mr.
DeCesaris, reviews the professional services provided by our independent
accountants, the independence of our accountants from our management, our annual
financial statements and our system of internal accounting controls. The audit
committee also reviews other matters with respect to our accounting, auditing
and financial reporting practices and procedures as it may find appropriate or
may be brought to its attention.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

We did not have a compensation committee until November 1999. Prior to that
time, the entire board of directors performed the function of a compensation
committee. No member of our compensation committee is an officer or employee. No
interlocking relationships exist between our board of directors or compensation
committee and the board of directors or compensation committee of any other
company, nor has any interlocking relationship existed in the past.

INDEMNIFICATION AGREEMENTS

We have entered into indemnification agreements with each of our directors
and officers. Their indemnification agreements will require us to indemnify our
directors and officers to the fullest extent permitted by Delaware law.

EMPLOYMENT AGREEMENTS

Mr. Kay serves as our chairman, president and chief executive officer
pursuant to the terms of an employment agreement dated June 9, 1999. The term of
the agreement continues until December 31, 2003. Pursuant to the terms of the
agreement, Mr. Kay's initial annual compensation consists of a base salary of
$485,000 and a bonus of at least $115,000. After the first year, Mr. Kay's
annual compensation will be determined by the board of directors. Upon
termination without cause, as defined in the agreement, Mr. Kay is entitled to
severance payments equal to (1) the greater of (a) the remaining portion of his
compensation for the remaining term of the agreement, or (b) the amount of his
then current annual salary, to be paid in monthly installments over a 12 month
period and (2) the annual bonus that would otherwise have been paid to Mr. Kay
for the fiscal year in which he was terminated, to be paid in one lump sum
payment within 90 days of the date of termination. Upon termination without
cause, Mr. Kay is entitled to continue to receive the same health, disability
and term life insurance benefits as were provided

44
<PAGE> 49

prior to termination until the earlier of his employment by a third party or
December 31, 2003. Under the agreement, Mr. Kay agreed not to compete with us
during the term of his employment and for two years after his termination. In
addition, Mr. Kay agreed not to solicit our employees or customers during the
same period. However, if we terminate Mr. Kay without cause, or he terminates
his employment because we demoted him, because he is not elected or is removed
as chairman of the board or because we have relocated our principal executive
offices more than 50 miles from Bethesda, Maryland, the non-competition and
non-solicitation provisions of the agreement expire upon the date of termination
his employment.

Mr. Caple serves as our executive vice president pursuant to the terms of
an employment agreement dated January 1, 1998, as amended. The term of the
agreement continues until December 31, 2002. Pursuant to the terms of the
agreement, Mr. Caple's annual compensation consists of a base salary of $175,000
and a bonus of at least 33.3% of his base salary. Mr. Caple's base salary will
automatically increase by 10% on January 1, 2001 and each January 1 thereafter
throughout the term of the agreement. Upon termination without cause, as defined
in the agreement, Mr. Caple is entitled to severance payments equal to the
amount of his then current annual salary, to be paid in two installments, the
first of which must be paid on the date of termination and the second of which
must be paid within 90 days of the date of termination. Mr. Caple agreed not to
compete with us during the term of his employment and for a period after the
termination of his employment equal to the lesser of two years or the length of
his employment period, if less than two years. In addition, Mr. Caple agreed not
to solicit our employees or customers during the same period.

Mr. Kaiser serves as our chief financial officer pursuant to the terms of
an employment agreement dated May 28, 1998, as amended. The term of the
agreement continues until May 31, 2001. Pursuant to the terms of the agreement,
Mr. Kaiser's annual compensation consists of a base salary of $187,000 and a
bonus of at least 30% of his base salary. Upon termination without cause, as
defined in the agreement, Mr. Kaiser is entitled to severance payments equal to
12 months of his then current annual salary, to be paid in monthly installments
over a 12 month period, and health insurance benefits for the same period. In
addition, the agreement provides Mr. Kaiser's options will continue to vest for
a period of 12 months after termination without cause. Pursuant to the
agreement, Mr. Kaiser received an option to purchase 329,412 shares of our
common stock at a price of $1.84 per share vesting over four years, and the
right to future option grants in specified circumstances to prevent dilution of
Mr. Kaiser's shareholdings. This right terminates upon an initial public
offering. Mr. Kaiser agreed not to compete with us during the term of his
employment and for a period after the termination of his employment equal to the
lesser of two years or the length of his employment period, if less than two
years. In addition, Mr. Kaiser agreed not to solicit our employees or customers
during the same period.

45
<PAGE> 50

EXECUTIVE COMPENSATION

The following table sets forth, for the years ended December 31, 1998 and
1999, the cash compensation earned and shares underlying options granted to (1)
our chairman, president and chief executive officer and (2) each of the other
two most highly compensated executive officers who received annual compensation
in excess of $100,000 in 1999, collectively referred to as the named executive
officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SHARES
NAME AND -------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION (1)
------------------ ---- -------- -------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Richard A. Kay............................... 1998 $485,000 $115,000 -- $ --
Chairman, President and Chief 1999 485,000 115,000 -- 6,030
Executive Officer
F. William Caple............................. 1998 125,000 50,200 -- --
Executive Vice President and 1999 155,503 49,950 200,000 6,030
Secretary
Ronald W. Kaiser............................. 1998 81,231 -- -- --
Chief Financial Officer and 1999 192,524 41,076 100,000 6,030
Treasurer
</TABLE>

- ---------------
(1) These amounts represent health insurance premiums.

STOCK OPTIONS

The table below contains information concerning the grant of options to
purchase shares of our common stock to each of the named executive officers
during the year ended December 31, 1999. The percentage of total options granted
to employees set forth below is based on an aggregate of 1,024,900 shares
subject to options granted to our employees in 1999. All options were granted at
or above fair market value as determined by the board of directors on the date
of grant.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OF OPTION TERM (1)
OPTIONS IN FISCAL BASE PRICE EXPIRATION -----------------------
NAME GRANTED YEAR ($/SHARE) DATE 5% 10%
---- ---------- ---------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Kay.......................... -- --% $ -- -- $ -- $ --
F. William Caple........................ 200,000 19.5 1.84 1/1/09 231,433 586,497
Ronald W. Kaiser........................ 100,000 9.8 2.75 9/15/09 172,946 438,279
</TABLE>

- ---------------
(1) The potential realizable value is calculated based on the term of the option
at the time of grant. Stock price appreciation of 5% and 10% is assumed
pursuant to rules promulgated by the SEC and does not represent our
prediction of our stock price performance. The potential realizable values
at 5% and 10% appreciation are calculated by assuming that the exercise
price on the date of grant appreciates annually at the indicated rate for
the entire term of the option and that the option is exercised at the
exercise price and sold on the last day of its term at the appreciated
price.

46
<PAGE> 51

FISCAL YEAR-END OPTION VALUES

The following table sets forth information for each of the named executive
officers with respect to the value of options outstanding as of December 31,
1999. None of the named executive officers exercised any options to purchase
shares of common stock during the year ended December 31, 1999.

FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END
--------------------------------- ---------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Richard A. Kay.......................... -- -- $ -- $ --
F. William Caple........................ 49,998 150,002 539,978 1,620,021
Ronald W. Kaiser........................ 154,921 274,491 1,665,561 2,881,089
</TABLE>

There was no public trading market for our common stock as of December 31,
1999. Accordingly, as permitted by the rules of the SEC, we have calculated the
value of unexercised in-the-money options at fiscal year-end on the basis of the
fair market value of our common stock as of December 31, 1999 of $12.64 per
share, as determined by the board of directors, less the aggregate exercise
price.

BENEFIT PLANS

1998 Stock Incentive Plan and 2000 Stock Incentive Plan. Our 1998 Stock
Incentive Plan was adopted by our Board of Directors and received stockholder
approval in August 1998. Our 2000 Stock Incentive Plan was adopted by our Board
of Directors and received stockholder approval in January 2000. Up to 4,529,412
shares and 1,000,000 shares of our common stock, subject to adjustment in the
event of stock splits and other similar events, were reserved for issuance under
the 1998 plan and 2000 plan, respectively. The board of directors has provided,
however, that no additional awards will be made under the 1998 plan after this
offering. The number of shares of our common stock available for issuance under
the 2000 Stock Incentive Plan will automatically increase on the first trading
day of each calendar year, beginning with 2001 through the term of the plan, by
an amount equal to 3% of the shares of our common stock outstanding on the last
trading day of the preceding calendar year, but the annual increase will not in
any event exceed 1,000,000 shares.

The plans provide for the grant of incentive stock options intended to
qualify under Section 422 of the Internal Revenue Code, nonstatutory stock
options, restricted stock awards and other stock-based awards.

Our officers, employees, directors, consultants and advisors and those of
our subsidiaries are eligible to receive awards under the plans. Under present
law, however, incentive stock options may only be granted to employees. Under
the 1998 plan, no participant may receive any award for more than 500,000
shares, subject to adjustment in the event of stock splits and other similar
events, in any calendar year.

Optionees receive the right to purchase a specified number of shares of our
common stock at a specified option price, subject to the terms and conditions of
the option grant. We may grant options at an exercise price less than, equal to
or greater than the fair market value of our common stock on the date of grant.
Under present law, incentive stock options and options intended to qualify as
performance-based compensation under Section 162(m) of the Internal Revenue Code
may not be granted at an exercise price less than the fair market value of the
common stock on the date of grant, or less than 110% of the fair market value in
the case of incentive stock options granted to optionees holding more than 10%
of our voting power. The plans permit our board of directors to determine how
optionees may pay the exercise price of their options, including by cash, check
or in connection with a "cashless exercise" through a

47
<PAGE> 52

broker, by surrender to us of shares of common stock, by delivery to us of a
promissory note, or by any combination of the permitted forms of payment.

Our board of directors administers the plans. Our board of directors has
the authority to adopt, amend and repeal the administrative rules, guidelines
and practices relating to the plans and to interpret their provisions. It may
delegate authority under the plans to one or more committees of the board of
directors and, in limited circumstances, to one or more of our executive
officers. Our board of directors has authorized the compensation committee to
administer the plans, including the granting of options to our executive
officers. Subject to any applicable limitations contained in the plans, our
board of directors, our compensation committee or any other committee or
executive officer to whom our board of directors delegates authority, as the
case may be, selects the recipients of awards and determines the:

- number of shares of common stock covered by options and the dates upon
which such options become exercisable;

- exercise price of options;

- duration of options; and

- number of shares of common stock subject to any restricted stock or other
stock-based awards and the terms and conditions of such awards, including
the conditions for repurchase, issue price and repurchase price.

In the event of a merger, liquidation or other acquisition event, our board
of directors must provide that all outstanding options or other stock-based
awards under the plans be assumed or substituted for by the acquiror. If any of
these events constitutes a change in control, the assumed or substituted options
will be immediately exercisable in full upon the occurrence of the acquisition
event if the holders such options has been employed by us for more than one year
prior to the change in control.

No award may be granted under the 1998 plan after August 2008 or under the
2000 plan after January 2010, but the vesting and effectiveness of awards
granted before those dates may extend beyond those dates. Our board of directors
may at any time amend, suspend or terminate the 1998 plan or the 2000 plan,
except that, under the 1998 plan, no award granted after an amendment of the
plan and designated as subject to Section 162(m) of the Internal Revenue Code by
our board of directors shall become exercisable, realizable or vested, to the
extent such amendment was required to grant such award, unless and until such
amendment is approved by our stockholders.

2000 Employee Stock Purchase Plan. Our 2000 Employee Stock Purchase Plan
was adopted by our board of directors and received stockholder approval in
January 2000. The purchase plan authorizes the issuance of up to a total of
600,000 shares of our common stock to participating employees.

All of our employees, including our directors who are employees, and all
employees of any participating subsidiaries, whose customary employment is more
than 20 hours per week and for more than five months in any calendar year, are
eligible to participate in the purchase plan. Employees who would immediately
after the grant own 5% or more of the total combined voting power or value of
our stock or that of any subsidiary are not eligible to participate.

On the first day of a designated payroll deduction period, or offering
period, we will grant to each eligible employee who has elected to participate
in the purchase plan an option to purchase shares of our common stock as
follows: the employee may authorize up to 10% of his or her base pay to be
deducted by us from his or her base pay during the offering period. On the last
day of this offering period, the employee is deemed to have exercised the
option, at the option exercise price, to the extent of accumulated payroll
deductions. Under the terms of the purchase plan, the option price is an amount
equal to 85% of the average market price, as defined in the purchase plan, per
share of our common stock on either the first day or the last day of the
offering period, whichever is lower. The first offering period under the
purchase plan will commence on the first date that we have filed with the U.S.
Securities and Exchange

48
<PAGE> 53

Commission an effective registration statement on form S-8 for purposes of
registering under the Securities Act of 1933, as amended, all shares of our
common stock issuable under the purchase plan, and shall end on June 30 or
December 31 first occurring thereafter. In no event may an employee purchase in
any one-year period a number of shares that exceeds the number of shares
determined by dividing $25,000 by the average market price of a share of our
common stock on the commencement date of the offering period. Our compensation
committee may, in its discretion, choose an offering period of 12 months or less
for each offering and choose a different offering period for each offering.

An employee who is not a participant on the last day of the offering period
is not entitled to exercise any option, and the employee's accumulated payroll
deductions will be refunded. An employee's rights under the purchase plan
terminate upon voluntary withdrawal from the purchase plan at any time, or when
the employee ceases employment for any reason, except that upon termination of
employment because of death, the employee's beneficiary has a right to elect to
exercise the option to purchase the shares which the accumulated payroll
deductions in the participant's account would purchase at the date of death.

Because participation in the purchase plan is voluntary, we cannot now
determine the number of shares of our common stock to be purchased by any of our
current executive officers, by all of our current executive officers as a group
or by our non-executive employees as a group.

401(k) Plan. In May 1996, we adopted an employee savings and retirement
plan qualified under Section 401 of the Internal Revenue Code and covering all
of our employees. Pursuant to the 401(k) plan, employees may elect to reduce
their current compensation by up to the statutorily prescribed annual limit and
have the amount of such reduction contributed to the 401(k) plan. We may make
matching or additional contributions to the 401(k) plan in amounts to be
determined annually by our board of directors.

49
<PAGE> 54

RELATED PARTY TRANSACTIONS

June 1998 Issuance of Convertible Notes and Senior Subordinated Notes. In
June 1998, we entered into a note purchase agreement with ABS Capital Partners
II, L.P., Greylock IX Limited Partnership and Michael P. Murray, as purchasers.
Under the terms of the note purchase agreement, we issued an aggregate principal
amount of $7,636,364 in subordinated convertible notes and an aggregate
principal amount of $4,363,636 in senior subordinated notes to the purchasers.
The subordinated convertible notes issued by us will convert automatically into
4,161,506 shares of common stock upon the closing of this offering. The senior
subordinated notes provide for accrued interest of 8% per annum through June 9,
1999, 10% until June 9, 2000 and 12% thereafter until maturity. By their terms,
these notes will become immediately due and payable upon the closing of this
offering. As of January 31, 2000, the outstanding balance of principal and
interest on all of the senior subordinated notes was $4.4 million.

Pursuant to the voting agreement, dated June 9, 1998, by and among the
purchasers, Richard A. Kay, F. William Caple, Alexandra Kay, Mr. Kay's daughter,
and us, the purchasers were given the right to designate one member of our board
of directors. The purchasers designated Donald B. Hebb, Jr., to serve on our
board of directors. Mr. Hebb is the managing member of ABS Capital Partners II,
LLC, the general partner of ABS Capital Partners II, L.P. Mr. Murray is a
principal of Deutsche Banc Alex. Brown, one of our managing underwriters.

The following table sets forth

- the principal amount of subordinated convertible notes, the number of
shares of common stock into which such notes will convert, and

- the amount of principal and interest due as of January 31, 2000 pursuant
to the senior subordinated notes issued to each purchaser by us.

<TABLE>
<CAPTION>
SUBORDINATED SHARES OF COMMON
CONVERTIBLE STOCK ISSUABLE SENIOR
NAME NOTES UPON CONVERSION SUBORDINATED NOTES
---- ------------ ---------------- ------------------
<S> <C> <C> <C>
ABS Capital Partners II, L.P......................... $5,717,728 3,115,928 $3,267,274
Greylock IX Limited Partnership...................... 1,909,090 1,040,376 1,090,908
Michael P. Murray.................................... 9,546 5,202 5,454
---------- --------- ----------
Total................................................ $7,636,364 4,161,506 $4,363,636
========== ========= ==========
</TABLE>

Repurchase of shares from former stockholder. In March 1998, we entered
into a stock purchase agreement with Eugene S. Sandler, a former stockholder of
ours who then held 39.6% of our common stock. Under this agreement, we purchased
all of Mr. Sandler's shares of our common stock for a purchase price of
$6,000,000 in cash and a promissory note in the principal amount of $5,500,000
bearing interest at a rate of 10% per year. Under the terms of the promissory
note, we are obligated to pay Mr. Sandler all outstanding principal and interest
within 60 days of the closing of this offering. As of January 31, 2000, we have
paid Mr. Sandler $2,080,000 and owe $4,269,659 in principal and $23,218 in
interest.

Contribution to capital by OTG Sales, Inc. stockholders. Mr. Kay, Mr.
Caple and Alexandra Kay were all the stockholders of OTG Sales, Inc., an
affiliate of ours. In December 1999, they contributed all their shares of
capital stock of OTG Sales, Inc. to us as a contribution to capital, making OTG
Sales, Inc. our wholly owned subsidiary. We did not pay any consideration for
the contributed shares.

Loans from principal stockholder. In March 1992, we entered into a loan
agreement and related promissory note with Mr. Kay in order to secure working
capital for our operations. The loan agreement and the promissory note
originally provided for Mr. Kay to make unsecured loans to us up to a maximum
principal amount of $650,000. On December 1, 1993, the promissory note was
amended to increase the maximum principal amount of the promissory note to
$700,000. On December 1, 1994, the promissory

50
<PAGE> 55

note was amended again to increase the maximum principal amount of the
promissory note to $1,000,000 and to make the promissory note payable upon
demand. Amounts that we borrow under the loan agreement bear simple interest at
a rate of 8% per year. Mr. Kay may require us to provide security for
outstanding and future loans at any time. As of January 31, 2000, we owed Mr.
Kay $472,536 as a result of borrowings and accrued interest under this
arrangement.

In addition, on June 16, 1998, we borrowed an aggregate principal amount of
$1,500,000 from Mr. Kay in order to secure working capital for our operations
pursuant to two promissory notes. These notes earn 8% interest which is payable
quarterly. The principal amount of these notes is due and payable upon the
earlier of December 16, 2000 or 60 days after the closing of this offering, a
qualified merger or a sale of substantially all of our assets. These notes are
subordinated to our senior subordinated notes, our subordinated convertible
notes and our credit facility with PNC Bank, collectively our senior
indebtedness. We can not make any payments of principal or interest on these
notes if we are in default under our senior indebtedness. As of January 31,
2000, we owed Mr. Kay $1,510,000 under these notes.

Guarantee of our obligation by principal stockholder. As a condition to
entering into a loan agreement with us, PNC Bank required Mr. Kay to enter into
an escrow agreement, dated July 22, 1999, with us, PNC Bank and Bankers Trust,
as escrow agent. Pursuant to this escrow agreement, Mr. Kay deposited marketable
securities held by him with the escrow agent as security for payments to be made
by us under the promissory note we issued to Mr. Sandler, as described above. If
we fail to make payments under this promissory note when due, or if we become
obligated to make a balloon payment under the terms of the promissory note, the
escrow agreement provides that PNC Bank may direct the escrow agent to sell Mr.
Kay's shares and apply the proceeds of the sale to the required payment. The
escrow agreement terminates when we have paid in full all of our obligations to
PNC Bank under the loan agreement.

Stock Sales by Principal Stockholder. During the period beginning June
1998 through January 2000, Mr. Kay sold an aggregate of 795,826 shares of our
common stock to four members of our board of directors at a per share price
ranging from $1.84 to $5.50. During the same period, Mr. Kay issued convertible
promissory notes to ABS Capital Partners II, L.P. and Michael Murray, which will
convert at the closing of this offering into an aggregate of 1,962,190 and 1,000
shares of our common stock, respectively. The conversion price of these
convertible notes ranges from $2.75 to $5.50 per share of common stock.
Additionally, in October 1999, Mr. Kay sold 40,000 shares of our common stock at
a per share price of $2.75 to Mr. Kaiser, our chief financial officer.

Option grants to non-employee directors and executive officers. In June
1999, we granted options to purchase 10,000 shares of common stock at an
exercise price of $2.75 per share under our 1998 stock incentive plan to each of
Mr. Battista, Mr. Burton, Mr. Chinnici, Mr. DeCesaris and Mr. Hebb, our non-
employee directors. These options vested upon grant. In October 1998, we granted
Mr. Kaiser, our chief financial officer, an option to purchase 329,412 shares of
common stock at an exercise price of $1.84 per share under our 1998 stock
incentive plan. This option vests over a four year period. In September 1999, we
granted Mr. Kaiser, an option to purchase 100,000 shares of common stock at an
exercise price of $2.75 per share under our 1998 stock incentive plan. This
option vests quarterly over a three year period. In January 1999, we granted Mr.
Caple, our executive vice president, an option to purchase 200,000 shares of
common stock at an exercise price of $1.84 per share under our 1998 stock
incentive plan. This option vests quarterly over a three year period.

Sale of stock to our executive vice president. In January 1997, we sold
269,254 shares of common stock to F. William Caple, our executive vice
president, secretary and director, for an aggregate purchase price of $102,698.
Mr. Caple paid for these shares with a promissory note bearing 8% interest per
annum that becomes due January 1, 2002. As of January 31, 2000, the outstanding
balance of Mr. Caple's note to us was $122,315.

51
<PAGE> 56

Indemnification agreements. We have entered into indemnification
agreements with each of our directors and officers. Such indemnification
agreements will require us to indemnify our directors and officers to the
fullest extent permitted by Delaware law.

Our board of directors has adopted the policy that all future transactions,
including loans between us and our officers, directors, principal stockholders
and their affiliates, will be approved by a majority of the board of directors,
including a majority of the independent and disinterested outside directors on
the board of directors, and will be on terms no less favorable to us than could
be obtained from unaffiliated third parties.

52
<PAGE> 57

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of our common stock as of January 31, 2000, assuming the conversion of
all our outstanding convertible notes, by (1) each person who beneficially owns
more than 5% of the outstanding shares of our common stock, (2) each of our
directors and the named executive officers, and (3) all of our directors and
executive officers as a group.

One of our stockholders, Mr. Kay, has granted to the underwriters an option
to purchase up to 600,000 shares of common stock to cover over-allotments.
Footnote 1 to this table provides information concerning the stock holdings of
Mr. Kay after the offering if the over-allotment option is exercised in full.

The number of shares of common stock deemed outstanding prior to this
offering includes 20,476,188 shares of common stock outstanding as of January
31, 2000. This table gives effect to the conversion of all outstanding
convertible notes issued by Mr. Kay to other parties into shares of our common
stock held by Mr. Kay, which will occur automatically upon the closing of this
offering. The number of shares of common stock deemed outstanding after this
offering includes the shares that are being offered for sale by us in this
offering. Beneficial ownership is determined in accordance with the rules of the
SEC, and includes voting and investment power with respect to shares. The number
of shares beneficially owned by a person includes shares of common stock subject
to options held by that person that are currently exercisable or exercisable
within 60 days of January 31, 2000. The shares issuable under those options are
treated as if they were outstanding for computing the percentage ownership of
the person holding those options but are not treated as if they were outstanding
for the purposes of computing the percentage ownership of any other person.
Unless otherwise indicated below, to our knowledge, all persons named in the
table have sole voting and investment power with respect to their shares of
common stock, except to the extent authority is shared by spouses under
applicable law. Unless otherwise indicated, the address of each person owning
more than 5% of the outstanding shares of common stock is c/o OTG Software,
Inc., 6701 Democracy Boulevard, Suite 800, Bethesda, Maryland 20817.

<TABLE>
<CAPTION>
PERCENTAGE OF
COMMON STOCK
OUTSTANDING
-------------------
NUMBER OF SHARES BEFORE AFTER
BENEFICIAL OWNER BENEFICIALLY OWNED OFFERING OFFERING
---------------- ------------------ -------- --------
<S> <C> <C> <C>
ABS Capital Partners II, L.P................................ 5,078,118 24.8% 20.7%
1 South Street
Baltimore, Maryland 21202
Greylock IX Limited Partnership............................. 1,040,376 5.1 4.3
One Federal Street
Boston, Massachusetts 02110-2065
Richard A. Kay (1).......................................... 12,596,222 61.5 51.5
F. William Caple (2)........................................ 335,921 1.6 1.4
Ronald W. Kaiser (3)........................................ 221,646 * *
Gabriel A. Battista (4)..................................... 144,030 * *
John Burton (5)............................................. 325,000 1.6 1.3
Joseph R. Chinnici (6)...................................... 45,796 * *
Geaton A. DeCesaris, Jr. (7)................................ 321,000 1.6 1.3
Donald B. Hebb, Jr. (8)..................................... 5,088,118 24.8 20.8
All executive officers and directors as a group (8 persons)
(9)....................................................... 19,057,733 91.7 76.9
</TABLE>

(footnotes
on next page)

53
<PAGE> 58

- ---------------
* Less than 1% of the outstanding common stock.

(1) Includes 20,000 shares owned by Rebecca Kay, Mr. Kay's wife, 467,078 shares
owned by Alexandra Kay, Mr. Kay's minor daughter, and 1,590,000 shares held
by grantor retained annuity trusts organized for the benefit of Brandon Kay,
Bradley Evan Kay and Amanda Jean Kay, minor children of Mr. Kay. If the
underwriters exercise their over-allotment option in full, Mr. Kay will sell
600,000 shares of common stock in this offering and would beneficially own
11,996,222 shares, representing 49.0% of the total shares outstanding.

(2) Includes 66,667 shares issuable upon exercise of options.

(3) Includes 181,646 shares issuable upon exercise of options.

(4) Includes 10,000 shares issuable upon exercise of options.

(5) Includes 10,000 shares issuable upon exercise of options.

(6) Includes 10,000 shares issuable upon exercise of options.

(7) Includes 10,000 shares issuable upon exercise of options and 15,000 shares
owned by Mr. DeCesaris' minor children.

(8) Consists of 10,000 shares issuable upon exercise of options and 5,078,118
shares owned by ABS Capital Partners II, L.P. Mr. Hebb is a managing member
of ABS Partners II, LLC, which is the general partner of ABS Capital
Partners II, L.P. Mr. Hebb disclaims beneficial ownership of the 5,078,118
shares owned by ABS Capital Partners II, L.P.

(9) Includes 298,313 shares issuable upon exercise of options.

54
<PAGE> 59

DESCRIPTION OF CAPITAL STOCK

On the closing of this offering, our authorized capital stock will consist
of 65,000,000 shares of common stock, $.01 par value per share, and 5,000,000
shares of preferred stock, $.01 par value per share. The following is a summary
of the material features of our capital stock. For more detail, please see our
amended and restated certificate of incorporation and our amended and restated
by-laws to be effective after the closing of this offering, filed as exhibits to
the registration statement of which this prospectus is a part.

COMMON STOCK

As of February 7, 2000, after giving effect to the conversion of the
outstanding convertible notes issued by us, there were 20,476,188 shares of
common stock outstanding held by 19 stockholders of record. Based upon the
number of shares outstanding as of that date and after giving effect to the
issuance of the shares of common stock offered by us in this offering, there
will be 24,476,188 shares of common stock outstanding upon the closing of this
offering.

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Directors are elected by a plurality of the votes of the shares present
in person or by proxy at the meeting and entitled to vote in such election.
Subject to preferences that may be applicable to any outstanding preferred
stock, holders of common stock are entitled to receive ratably such dividends,
if any, as may be declared by the board of directors out of funds legally
available to pay dividends. Upon our liquidation, dissolution or winding up, the
holders of common stock are entitled to receive ratably all assets after the
payment of our liabilities, subject to the prior rights of any outstanding
preferred stock. Holders of the common stock have no preemptive, subscription,
redemption or conversion rights. They are not entitled to the benefit of any
sinking fund. The outstanding shares of common stock are, and the shares offered
by us in this offering will be, when issued and paid for, validly issued, fully
paid and nonassessable. The rights, powers, preferences and privileges of
holders of common stock are subject to the rights of the holders of shares of
any series of preferred stock which we may designate and issue in the future.

PREFERRED STOCK

The board of directors is authorized, subject to any limitations prescribed
by law, without further stockholder approval, to issue up to an aggregate of
5,000,000 shares of preferred stock. The preferred stock may be issued in one or
more series and on one or more occasions. Each series of preferred stock shall
have such number of shares, designations, preferences, voting powers,
qualifications and special or relative rights or privileges as the board of
directors may determine. These rights and privileges may include, among others,
dividend rights, voting rights, redemption provisions, liquidation preferences,
conversion rights and preemptive rights. Our stockholders have granted the board
of directors authority to issue the preferred stock in order to eliminate delays
associated with a stockholder vote on specific issuances. The issuance of
preferred stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could adversely affect the
voting power or other rights of the holders of common stock. In addition, the
issuance of preferred stock could make it more difficult for a third party to
acquire us, or discourage a third party from attempting to acquire us.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS; ANTI-TAKEOVER EFFECTS

We are subject to the provisions of Section 203 of the General Corporation
Law of Delaware. Section 203 prohibits a publicly held Delaware corporation from
engaging in a "business combination"
55
<PAGE> 60

with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, consolidations, asset sales and other
transactions involving OTG and an interested stockholder. In general, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.

Our amended and restated certificate of incorporation and amended and
restated by-laws to be effective on the closing of this offering provide that:

- the board of directors be divided into three classes, as nearly equal in
size as possible, with staggered three-year terms;

- directors may be removed only for cause by the affirmative vote of the
holders of at least 75% of the shares of our capital stock entitled to
vote;

- any vacancy on the board of directors, however occurring, including a
vacancy resulting from an enlargement of the board, may only be filled by
vote of a majority of the directors then in office.

The classification of the board of directors and the limitations on the
removal of directors and filling of vacancies could have the effect of making it
more difficult for a third party to acquire us, which could have the effect of
discouraging a third party from attempting to do so.

Our amended and restated certificate of incorporation and amended and
restated by-laws also provide that, after the closing of this offering:

- any action required or permitted to be taken by the stockholders at an
annual meeting or special meeting of stockholders may only be taken if it
is properly brought before such meeting and may not be taken by written
action in lieu of a meeting.

- special meetings of the stockholders may only be called by the chairman
of the board of directors, the president, or by the board of directors.
Our amended and restated by-laws provide that, in order for any matter to
be considered "properly brought" before a meeting, a stockholder must
comply with requirements regarding advance notice to us. These provisions
could delay until the next stockholders' meeting stockholder actions
which are favored by the holders of a majority of our outstanding voting
securities. These provisions may also discourage another person or entity
from making a tender offer for our common stock, because such person or
entity, even if it acquired a majority of our outstanding voting
securities, would be able to take action as a stockholder (such as
electing new directors or approving a merger) only at a duly called
stockholders meeting, and not by written consent.

Delaware's corporation law provides generally that the affirmative vote of
a majority of the shares entitled to vote on any matter is required to amend a
corporation's certificate of incorporation or by-laws, unless a corporation's
certificate of incorporation or by-laws, as the case may be, requires a greater
percentage. Our amended and restated certificate of incorporation requires the
affirmative vote of the holders of at least 75% of the shares of our capital
stock entitled to vote to amend or repeal any of the foregoing provisions of our
amended and restated certificate of incorporation. Generally, our amended and
restated by-laws may be amended or repealed by a majority vote of the board of
directors or the holders of a majority of the shares of our capital stock issued
and outstanding and entitled to vote. To amend our amended and restated by-laws
regarding special meetings of stockholders, written actions of stockholders in
lieu of a meeting, and the election, removal and classification of members of
the board of directors requires the affirmative vote of the holders of at least
75% of the shares of our capital stock entitled to vote. The

56
<PAGE> 61

stockholder vote would be in addition to any separate class vote that might in
the future be required pursuant to the terms of any series preferred stock that
might be outstanding at the time any such amendments are submitted to
stockholders.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Our amended and restated certificate of incorporation provides that our
directors and officers shall be indemnified by us to the fullest extent
authorized by Delaware law. This indemnification would cover all expenses and
liabilities reasonably incurred in connection with their services for or on
behalf of us. In addition, our amended and restated certificate of incorporation
provides that our directors will not be personally liable for monetary damages
to us for breaches of their fiduciary duty as directors, unless they violated
their duty of loyalty to us or our stockholders, acted in bad faith, knowingly
or intentionally violated the law, authorized illegal dividends or redemptions
or derived an improper personal benefit from their action as directors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is BankBoston, N.A.

57
<PAGE> 62

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have 24,476,188 shares of common
stock outstanding assuming no exercise of outstanding options. Of these shares,
the 4,000,000 shares to be sold in this offering will be freely tradeable
without restriction or further registration under the Securities Act of 1933, as
amended, except that any shares purchased by our affiliates, as that term is
defined in Rule 144 under the Securities Act, may generally only be sold in
compliance with the limitations of Rule 144 described below.

SALES OF RESTRICTED SHARES

<TABLE>
<CAPTION>
DAYS AFTER DATE OF APPROXIMATE SHARES
THIS PROSPECTUS ELIGIBLE FOR FUTURE SALE COMMENT
------------------ ------------------------ -------
<S> <C> <C>
On effectiveness...................... 4,000,000 Freely tradeable sold in offering
90 days............................... 0 Shares saleable under Rule 144
180 days.............................. 17,330,976 Lockup released; shares salable under
Rule 144, 144(k) or 701
Thereafter............................ 3,151,212 Restricted securities held for one
year or less
</TABLE>

In general, under Rule 144, a person, including an affiliate, who has
beneficially owned shares for at least one year is entitled to sell, within any
three-month period, a number of such shares that does not exceed the greater of
(1) one percent of the then outstanding shares of common stock, or approximately
244,761 shares immediately after this offering, or (2) the average weekly
trading volume in the common stock in the over-the-counter market during the
four calendar weeks preceding the date on which notice of such sale is filed,
provided specified requirements concerning availability of public information,
manner of sale and notice of sale have been satisfied. In addition, our
affiliates must comply with the restrictions and requirements of Rule 144, other
than the one-year holding period requirement, in order to sell shares of common
stock which are not restricted securities.

Under Rule 144(k), a person who is not an affiliate and has not been an
affiliate for at least three months prior to the sale and who has beneficially
owned shares for at least two years may resell these shares without compliance
with the foregoing requirements. In meeting the one- and two-year holding
periods described above, a holder of shares can include the holding periods of a
prior owner who was not an affiliate. The one- and two-year holding periods
described above do not begin to run until the full purchase price or other
consideration is paid by the person acquiring the shares from the issuer or an
affiliate. Rule 701 provides that currently outstanding shares of common stock
acquired under our employee compensation plans may be resold beginning 90 days
after the date of this prospectus (1) by persons, other than affiliates, subject
only to the manner of sale provisions of Rule 144, and (2) by affiliates under
Rule 144 without compliance with its one-year minimum holding period, subject to
certain limitations.

STOCK OPTIONS

At January 31, 2000, 632,410 shares of common stock were issuable pursuant
to vested options or pursuant to other rights granted under our 1998 Stock
Incentive Plan, all of which are subject to lock-up agreements with the
underwriters.

We intend to file a registration statement on Form S-8 under the Securities
Act following the date of this prospectus, to register up to 6,129,412 shares of
common stock issuable under our stock plans, including the 3,923,606 shares of
common stock subject to outstanding options as of January 31, 2000. This
registration statement is expected to become effective upon filing.

58
<PAGE> 63

LOCK-UP AGREEMENTS

Subject to limited exceptions, we and our executive officers and directors
have agreed that, without the prior written consent of Credit Suisse First
Boston Corporation, none of us will, during the period ending 180 days after the
date of this prospectus, (1) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose
of, directly or indirectly, any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock (regardless of
whether such shares or any such securities are then owned by such person or are
thereafter acquired), or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the common stock, regardless of whether any such transactions
described in clauses (1) or (2) are to be settled by delivery of such common
stock or such other securities, in cash or otherwise. In addition, for a period
of 180 days from the date of this prospectus, except as required by law, we have
agreed that our board of directors will not consent to any offer for sale, sale
or other disposition, or any transaction which is designed or could be expected,
to result in, the disposition by any person, directly or indirectly, of any
shares of common stock without the prior written consent of Credit Suisse First
Boston Corporation. See "Underwriters."

REGISTRATION RIGHTS

After this offering, the holders of approximately 17,123,649 shares of
common stock and rights to acquire common stock will be entitled to certain
rights with respect to the registration of such shares under the Securities Act.
Under the terms of the agreement between us and the holders of such registrable
securities, if we propose to register any of our securities under the Securities
Act, either for our own account or for the account of other security holders
exercising registration rights, such holders are entitled to notice of such
registration and are entitled to include shares of such common stock therein.
Additionally, such holders are also entitled to certain demand registration
rights pursuant to which they may require us on up to two occasions to file a
registration statement under the Securities Act at our expense with respect to
our shares of common stock, and we are required to use our best efforts to
effect such registration. Further, holders may require us to file an unlimited
number of additional registration statements on Form S-3 at our expense. All of
these registration rights are subject to certain conditions and limitations,
among them the right of the underwriters of an offering to limit the number of
shares included in such registration and our right not to effect a requested
registration within six months following an offering of our securities pursuant
to a Form S-1, including the offering made hereby.

59
<PAGE> 64

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement dated , 2000, we have agreed to sell to the underwriters
named below, for whom Credit Suisse First Boston Corporation, Deutsche Bank
Securities Inc., SG Cowen Securities Corporation and Friedman, Billings, Ramsey
& Co., Inc. are acting as representatives, the following respective numbers of
shares of common stock:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
Credit Suisse First Boston Corporation......................
Deutsche Bank Securities Inc................................
SG Cowen Securities Corporation.............................
Friedman, Billings, Ramsey & Co., Inc.......................
---------
Total............................................. 4,000,000
=========
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults the
purchase commitments of non-defaulting underwriters may be increased or the
offering of common stock may be terminated.

One of our stockholders, Richard A. Kay, has granted to the underwriters a
30-day option to purchase on a pro rata basis up to 600,000 additional shares
from the selling stockholder at the initial public offering price less the
underwriting discounts and commissions. The option may be exercised only to
cover any over-allotments of common stock. Underwriters' discounts and
commissions represent the public offering price of the common stock less the
amount the underwriters pay us for the common stock.

It is currently anticipated that the maximum underwriting compensation will
not exceed 7%. The underwriters propose to offer the shares of common stock
initially at the public offering price on the cover page of this prospectus and
to selling group members at that price less a concession of $ per share. The
underwriters and selling group members may allow a discount of $ per share
on sales to other broker/dealers. After the initial public offering, the public
offering price and concession and discount to broker/dealers may be changed by
the underwriters. A broker is any person engaged in the business of effecting
transactions in securities for the accounts of others, but does not include a
bank. A dealer is any person engaged in the business of buying and selling
securities for his own account, through a broker or otherwise, but does not
include a bank. A selling group member is a member of the selling syndicate.

The following table summarizes the compensation and estimated expenses we
will pay and includes all compensation items and amounts considered to be
underwriting compensation by the National Association of Securities Dealers Inc.
for purposes of its Rules of Fair Practice.

<TABLE>
<CAPTION>
PER SHARE TOTAL
------------------------------- -------------------------------
WITHOUT WITH WITHOUT WITH
OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting discounts and commissions
paid by us.......................... $ $ $ $
Expenses payable by us................ $ $ $ $
</TABLE>

In June 1998, we sold an aggregate principal amount of $9,546 in
subordinated convertible notes and an aggregate amount of $2,727 in senior
subordinated notes to Michael Murray. Mr. Murray is a principal of Deutsche Banc
Alex. Brown, Inc., one of the managing underwriters in this offering.

60
<PAGE> 65

Friedman, Billings, Ramsey & Co., Inc., one of the managing underwriters in
this offering, has agreed to provide us, in its ordinary course of business,
financial advisory services over the next 12 months for a fee of $160,000.

A prospectus in electronic format will be made available on the web sites
maintained by one or more of the underwriters participating in this offering.
The underwriters may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the representatives of the underwriters to underwriters that may
make Internet distributions on the same basis as other allocations.

The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered by us and the
selling stockholder.

We, the directors, officers and other stockholders have agreed that we will
not offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, or file with the SEC a registration statement under the Securities
Act relating to, any additional shares of our common stock or securities
convertible into or exchangeable or exercisable for any of our common stock, or
publicly disclose the intention to make any such offer, sale, pledge,
disposition or filing, without the prior written consent of Credit Suisse First
Boston Corporation for a period of 180 days after the date of this prospectus,
except in our case grants of stock options or issuances of stock pursuant to our
employee stock plans described in this prospectus or issuances pursuant to the
exercise of stock options or warrants outstanding on the date hereof.

The underwriters have reserved for sale, at the initial public offering
price, up to 400,000 shares of the common stock for employees, directors and
certain other persons associated with us who have expressed an interest in
purchasing common stock in the offering. The number of shares available for sale
to the general public in the offering will be reduced to the extent such persons
purchase such reserved shares. Any reserved shares not so purchased will be
offered by the underwriters to the general public on the same terms as the other
shares.

We and the selling stockholder have agreed to indemnify the underwriters
against liabilities under the Securities Act, or contribute to payments which
the underwriters may be required to make in that respect.

We have made application to list the shares of common stock on The Nasdaq
Stock Market's National Market.

Prior to this offering, there has been no public market for our common
stock. The initial public offering price and the underwriters' compensation will
be determined by negotiation between us and the underwriters. The principal
factors to be considered in determining the public offering price will include:
the information set forth in this prospectus and otherwise available to the
underwriters; the history and the prospects for the industry in which we
compete; the ability of our management; the prospects for our future earnings;
the present state of our development and our current financial condition; the
general condition of the securities markets at the time of this offering; and
the recent market prices of, and the demand for, publicly traded common stock of
generally comparable companies. Underwriters' compensation will be determined
based upon what is customary for offerings of securities by companies in our
industry.

The representatives, may engage in over-allotment, stabilizing
transactions, syndicate covering transactions, penalty bids and "passive" market
making in accordance with Regulation M under the Securities Exchange Act of
1934.

- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
Syndicate covering transactions involve purchases of the

61
<PAGE> 66

common stock in the open market after the distribution has been completed
in order to cover syndicate short positions.

- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by such
syndicate member is purchased in a stabilizing transaction or a syndicate
covering transaction to cover syndicate short positions.

- In "passive" market making, market makers in the common stock who are
underwriters or prospective underwriters may, subject to certain
limitations, make bids for or purchases of the common stock until the
time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the common stock to be higher than it would otherwise be
in the absence of these transactions. These transactions may be effected on The
Nasdaq National Market or otherwise and, if commenced, may be discontinued at
any time.

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we and the selling
shareholder prepare and file a prospectus with the securities regulatory
authorities in each province where trades of common stock are effected.
Accordingly, any resale of the common stock in Canada must be made in accordance
with applicable securities laws which will vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with
available statutory exemptions or pursuant to a discretionary exemption granted
by the applicable Canadian securities regulatory authority. Purchasers are
advised to seek legal advice prior to any resale of the common stock.

REPRESENTATIONS OF PURCHASERS

Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling shareholders and the
dealer from whom such purchase confirmation is received that

- such purchaser is entitled under applicable provincial securities laws to
purchase such common stock without the benefit of a prospectus qualified
under such securities laws,

- where required by law, that such purchaser is purchasing as principal and
not as agent, and

- such purchaser has reviewed the text above under "Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuer's directors and officers as well as the experts named
herein and the selling shareholder may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it

62
<PAGE> 67

may not be possible to satisfy a judgment against the issuer or such persons in
Canada or to enforce a judgment obtained in Canadian courts against such issuer
or persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of common stock acquired on the same date and under the
same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with respect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
legislation.

63
<PAGE> 68

LEGAL MATTERS

The validity of the shares of common stock we are offering will be passed
upon for us by Hale and Dorr LLP, Washington, D.C. Certain legal matters in
connection with this offering will be passed upon for the underwriters by Piper
Marbury Rudnick & Wolfe LLP, Washington, D.C.

EXPERTS

The consolidated financial statements and schedule of OTG Software, Inc.
and subsidiary as of December 31, 1998 and 1999, and for each of the years in
the three-year period ended December 31, 1999 have been included in this
prospectus and elsewhere in the registration statement in reliance upon the
reports of KPMG LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.

CHANGE OF AUDITORS

In July 1999, we dismissed our independent auditors, Grant Thornton, LLP,
and retained KPMG LLP to act as our independent public accountants. Grant
Thornton, LLP had been our independent accountants since March 1997. In
connection with Grant Thornton, LLP's audit of the combined financial statements
for the years ended December 31, 1996 and 1997, and in connection with the
subsequent period up to July 1999, there were no disagreements with Grant
Thornton, LLP on any matters of accounting principles or practices, financial
statements disclosure or auditing scope or procedures, nor any reportable
events. Grant Thornton, LLP's report on our combined financial statements for
the years ended December 31, 1996 and 1997 contained no adverse opinion or
disclaimer of opinion and was not modified or qualified as to uncertainty, audit
scope or accounting principles. The decision to change auditors was approved by
our board of directors. We have provided Grant Thornton, LLP with a copy of the
disclosure contained in this section of the prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the
Securities Act with respect to the common stock we propose to sell in this
offering. This prospectus, which constitutes part of the registration statement,
does not contain all of the information set forth in the registration statement.
For further information about us and the common stock we propose to sell in this
offering, we refer you to the registration statement and the exhibits and
schedules filed as a part of the registration statement. Statements contained in
this prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement are not necessarily complete. If a
contract or document has been filed as an exhibit to the registration statement,
we refer you to the copy of the contract or document that has been filed. The
registration statement may be inspected without charge at the principal office
of the SEC in Washington, D.C. and copies of all or any part of which may be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549, and
at the SEC's regional offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can also be obtained at
prescribed rates by mail from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. The SEC's toll-free telephone number
is 1-800-SEC-0330. In addition, the SEC maintains a website (http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC.

64
<PAGE> 69

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets as of December 31, 1998 and
1999...................................................... F-3
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999.......................... F-4
Consolidated Statements of Stockholders' Deficit for the
years ended December 31, 1997, 1998 and 1999.............. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999.......................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>

F-1
<PAGE> 70

INDEPENDENT AUDITORS' REPORT

Board of Directors
OTG Software, Inc.:

We have audited the accompanying consolidated balance sheets of OTG
Software, Inc. and subsidiary (the "Company") as of December 31, 1998 and 1999,
and the related consolidated statements of operations, stockholders' deficit,
and cash flows for each of the years in the three-year period ended December 31,
1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of OTG
Software, Inc. and subsidiary as of December 31, 1998 and 1999, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1999, in conformity with generally accepted accounting
principles.

KPMG LLP

McLean, Virginia
February 4, 2000

F-2
<PAGE> 71

OTG SOFTWARE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1999 PRO FORMA
-------- -------- ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 437 $ 2,494
Accounts receivable, net of allowances for doubtful
accounts and returns of $664 and $803, at December 31,
1998 and 1999, respectively............................ 4,862 7,596
Prepaid royalties and other current assets................ 400 693
-------- --------
Total current assets................................. 5,699 10,783
Property and equipment, net................................. 1,010 1,444
Other assets, net........................................... 575 362
-------- --------
Total assets...................................... $ 7,284 $ 12,589
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 1,092 $ 1,509 $ 1,509
Accrued bonuses, compensation and benefits................ 1,466 2,533 2,533
Accrued interest.......................................... 527 1,327 98
Accrued liabilities....................................... 454 1,175 1,175
Note payable to bank...................................... 2,300 5,000 5,000
Current portion of long-term debt......................... 1,437 13,803 6,167
Subordinated notes payable -- stockholders................ 1,969 1,969 1,969
Deferred revenues -- other................................ 574 400 400
Deferred revenues -- maintenance and licenses............. 2,000 3,050 3,050
Distributions payable..................................... -- -- 1,600
-------- -------- --------
Total current liabilities............................ 11,819 30,766 23,501
Long-term debt -- net of current portion.................... 16,341 3,529 3,529
-------- -------- --------
Total liabilities................................. 28,160 34,295 27,030
-------- -------- --------

Commitments and contingencies
Stockholders' deficit:
Common stock, $.01 par value; 20,000,000 shares
authorized; 16,314,682 shares issued and outstanding at
December 31, 1998 and 1999, and 20,476,188 shares
issued and outstanding, pro forma...................... 163 163 205
Additional paid-in capital................................ 899 4,081 11,304
Deferred compensation..................................... -- (2,557) (2,557)
Accumulated deficit....................................... (20,961) (22,416) (22,416)
-------- -------- --------
Total stockholders' deficit before stock subscriptions
receivable........................................... (19,899) (20,729) (13,464)
Less: stock subscriptions receivable.............. (977) (977) (977)
-------- -------- --------
Total stockholders' deficit..................... (20,876) (21,706) (14,441)
-------- -------- --------
Total liabilities and stockholders'
deficit.................................... $ 7,284 $ 12,589 $ 12,589
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-3
<PAGE> 72

OTG SOFTWARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1997 1998 1999
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Software licenses......................................... $ 8,543 $ 12,089 $ 18,208
Services.................................................. 3,361 5,230 7,232
----------- ----------- -----------
Total revenues.......................................... 11,904 17,319 25,440
Cost of revenues:
Software licenses......................................... 579 532 1,062
Services.................................................. 1,219 1,639 3,017
----------- ----------- -----------
Total cost of revenues.................................. 1,798 2,171 4,079
----------- ----------- -----------
Gross profit................................................ 10,106 15,148 21,361
Operating expenses:
Research and development.................................. 2,455 3,958 5,137
Sales and marketing....................................... 5,313 8,986 11,487
General and administrative................................ 1,709 2,150 4,139
----------- ----------- -----------
Total operating expenses................................ 9,477 15,094 20,763
----------- ----------- -----------
Income from operations...................................... 629 54 598
Interest expense, net....................................... (162) (1,261) (2,053)
----------- ----------- -----------
Net income (loss)........................................... $ 467 $ (1,207) $ (1,455)
=========== =========== ===========
Pro forma statement of operations data (unaudited):
Net income (loss) before income taxes, as reported...... $ 467 $ (1,207) $ (1,455)
Pro forma income tax provision (benefit)................ -- -- --
----------- ----------- -----------
Pro forma net income (loss)............................. $ 467 $ (1,207) $ (1,455)
=========== =========== ===========
Pro forma net income (loss) per share -- basic and
diluted.............................................. $ (.07)
===========
Pro forma weighted average shares outstanding -- basic
and diluted.......................................... 20,599,265
===========
</TABLE>

See accompanying notes to consolidated financial statements.
F-4
<PAGE> 73

OTG SOFTWARE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL STOCK
-------------------- PAID-IN- DEFERRED ACCUMULATED SUBSCRIPTIONS
SHARES AMOUNT CAPITAL COMPENSATION DEFICIT RECEIVABLE TOTAL
----------- ------ ---------- ------------ ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996............ 25,938,352 $ 259 $ -- $ -- $ (2,825) $ -- $ (2,566)
Distribution to stockholders...... -- -- -- -- (600) -- (600)
Issuance of common stock.......... 269,254 3 100 -- -- (103) --
Net income........................ -- -- -- -- 467 -- 467
----------- ----- ------ ------- -------- ----- --------
Balance, December 31, 1997............ 26,207,606 262 100 -- (2,958) (103) (2,699)
Distribution to stockholders...... -- -- (100) -- (5,400) -- (5,500)
Redemption of shares.............. (10,369,114) (104) -- -- (11,396) -- (11,500)
Issuance of common stock.......... 476,190 5 869 -- -- (874) --
Issuance of warrants.............. -- -- 30 -- -- -- 30
Net loss.......................... -- -- -- -- (1,207) -- (1,207)
----------- ----- ------ ------- -------- ----- --------
Balance, December 31, 1998............ 16,314,682 163 899 -- (20,961) (977) (20,876)
Deferred compensation for stock
options granted................. -- -- 2,886 (2,557) -- -- 329
Distribution to stockholders...... -- -- (34) -- -- -- (34)
Compensation expense on related
party stock transaction......... -- -- 330 -- -- -- 330
Net loss.......................... -- -- -- -- (1,455) -- (1,455)
----------- ----- ------ ------- -------- ----- --------
Balance, December 31, 1999............ 16,314,682 $ 163 $4,081 $(2,557) $(22,416) $(977) $(21,706)
=========== ===== ====== ======= ======== ===== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-5
<PAGE> 74

OTG SOFTWARE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) for the period.......................... $ 467 $ (1,207) $ (1,455)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization........................ 109 389 611
Stock compensation expense........................... -- 30 659
Provision for bad debts and returns.................. 327 367 264
Change in assets and liabilities:
Accounts receivable............................... (1,943) (2,015) (2,998)
Prepaid royalties and other assets................ (92) (877) (197)
Accounts payable and accrued expenses............. 1,051 1,001 3,005
Deferred revenues................................. 977 1,044 876
-------- -------- --------
Net cash provided by (used in) operating
activities.................................. 896 (1,268) 765
-------- -------- --------
Cash flows from investing activities:
Acquisition of property and equipment..................... (654) (667) (928)
-------- -------- --------
Cash flows from financing activities:
Borrowings under note payable to bank..................... 1,000 -- 5,000
Repayments on note payable to bank........................ -- -- (2,300)
Borrowings under long-term debt........................... -- 12,136 --
Repayments on long-term debt.............................. (200) (307) (446)
Proceeds from stockholders' notes......................... 770 1,500 --
Repayments of stockholders' notes......................... -- (555) --
Distributions to stockholders............................. (600) (5,500) (34)
Redemption of common stock................................ (400) (6,000) --
-------- -------- --------
Net cash provided by financing activities....... 570 1,274 2,220
-------- -------- --------
Net increase (decrease) in cash and cash equivalents........ 812 (661) 2,057
Cash and cash equivalents at beginning of period............ 286 1,098 437
-------- -------- --------
Cash and cash equivalents at end of period.................. $ 1,098 $ 437 $ 2,494
======== ======== ========
Supplemental disclosure of cash flow information:
Interest paid............................................. $ 168 $ 738 $ 1,118
Non-cash investing and financing activities:
Common stock issued for notes receivable.................. $ 103 $ 874 $ --
Common stock redeemed for notes payable................... $ -- $ 5,500 $ --
</TABLE>

See accompanying notes to consolidated financial statements.
F-6
<PAGE> 75

OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

(a) NATURE OF BUSINESS

The Company (as defined below) is engaged in the development, production,
sale, maintenance and licensing of data storage and document management software
products designed for managing information and enhancing enterprise
productivity. The Company is headquartered in Bethesda, Maryland and sells its
products primarily through distributors and resellers in the domestic and
international markets. The Company operates in a highly competitive environment
subject to rapid technological change and the emergence of new technology. Rapid
changes in technology could have an adverse financial impact on the Company. The
Company has historically been dependent on its principal stockholder for working
capital funding.

(b) PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
OTG Software, Inc. ("OTG Software") and OTG Sales, Inc. ("OTG Sales"). OTG
Software and OTG Sales are collectively referred to as the "Company." OTG
Software develops, produces, maintains and licenses the software. OTG Sales,
provides sales, marketing support and services. Prior to December 30, 1999, OTG
Sales was under common control and majority stock ownership with OTG Software.
On December 30, 1999, in connection with the Company's planned initial public
offering ("IPO"), the stock of OTG Sales was contributed to OTG Software for no
consideration. The combination has been accounted for at historical cost. The
accompanying financial statements have been retroactively restated to give
effect to the consolidation as if it had occurred prior to January 1, 1997.

All significant intercompany balances and transactions have been eliminated
in consolidation.

Revenues are generated from licensing software and providing services,
including maintenance and technical support, training and consulting.

In October 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") No. 97-2, Software Revenue
Recognition. Subsequently, in March 1998 and December 1998, the AICPA issued SOP
98-4 and SOP 98-9, respectively, which defer until the Company's fiscal year
beginning January 1, 2000, the application of several paragraphs and examples in
SOP 97-2 that limit the definition of vendor specific objective evidence
("VSOE") for determining fair value of various elements in a multiple element
arrangement. The provisions of SOP 97-2 have been applied to transactions
entered into beginning January 1, 1998. Prior to 1998, the Company's revenue
recognition policy was in accordance with the preceding authoritative guidance
provided by SOP No. 91-1, Software Revenue Recognition. The adoption of SOP 97-2
did not have a material impact on the Company's financial statements. Further,
management of the Company does not believe that the adoption of the remaining
portions of SOP 97-2, which were deferred by SOP 98-4 and SOP 98-9, will have a
material impact on the Company's financial statements.

Software license revenues consist of fees for licenses of the Company's
software products. The Company sells its software products primarily through
distributors and resellers. In some cases, the Company provides extended payment
terms to certain distributors and resellers. For arrangements in which payment
terms are within six months, the Company recognizes the revenue when the
agreement is signed, the arrangement fee is fixed and determinable, delivery of
the software has

F-7
<PAGE> 76
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

occurred, and collectibility of the fee is considered probable. For arrangements
in which payment terms extend beyond six months, the Company recognizes revenue
when payment by the customer is made or becomes due, if all other revenue
recognition criteria have been met.

Services revenues consist of maintenance and technical support, training
and consulting. Revenues from maintenance and technical support, which consists
of unspecified when-and-if-available product updates and customer telephone
support services, are recognized ratably over the term of the service period.
Other services revenues are recognized as the related services are being
provided.

(d) COST OF REVENUES

The cost of software license revenues consists primarily of royalties,
media, manuals and distribution costs. The cost of services revenues consists
primarily of personnel-related costs.

(e) SOFTWARE DEVELOPMENT COSTS

Software development costs are accounted for in accordance with Statement
of Financial Accounting Standards No. 86, Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed. Under the standard,
capitalization of software development costs begins upon the establishment of
technological feasibility, subject to net realizable value considerations. To
date, the period between achieving technological feasibility and the general
availability of such software has been short; therefore, software development
costs qualifying for capitalization have been immaterial. Accordingly, the
Company has not capitalized any software development costs and has charged all
such costs to research and development expense. Research and development costs
are expensed as incurred.

(f) PROPERTY AND EQUIPMENT

Depreciation is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives, on a
straight-line basis. The estimated service lives used in determining
depreciation are three years for computer hardware and software, and seven years
for furniture and equipment. Leasehold improvements are amortized over the
shorter of the useful life of the asset, generally four years, or the lease
term.

Maintenance and repairs are charged to expense as incurred; additions and
betterments are capitalized. Upon retirement or sale, the cost and related
accumulated depreciation of the disposed assets are removed and any resulting
gain or loss is credited or charged to operations.

(g) RECOVERY OF LONG-LIVED ASSETS

The Company's policy is to review its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. The Company recognizes an impairment loss when the sum
of the expected future cash flows is less than the carrying amount of the asset.
The measurement of the impairment losses to be recognized is based upon the
difference between the fair value and the carrying amount of the assets.

(h) INCOME TAXES

OTG Software and OTG Sales each have elected to be treated as an S
corporation under the provisions of the Internal Revenue Code. Under those
provisions, the Company does not pay federal

F-8
<PAGE> 77
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

or state corporate income taxes on its taxable income. Instead, the stockholders
are liable for federal and state income taxes on the Company's taxable income.

(i) CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
original maturity of 90 days or less to be cash equivalents. The carrying values
of cash equivalents approximate fair values. Cash equivalents include overnight
repurchase agreements.

(j) ADVERTISING COSTS

Advertising costs are expensed as incurred. Total advertising expense was
$584,000, $378,000 and $522,000, respectively, for the years ended December 31,
1997, 1998, and 1999.

(k) CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to credit risk
include accounts receivable and cash balances with financial institutions. The
Company extends credit to its customers on an unsecured basis in the normal
course of business and maintains an allowance for potential losses when
identified. Included in accounts receivable at December 31, 1999 is
approximately $1,626,000 due from two customers under arrangements with extended
payment terms. The amounts under these arrangements are all due within six
months from December 31, 1999. There were no significant amounts with extended
payment terms due at December 31, 1998.

Cash balances in financial institutions are insured by the Federal Deposit
Insurance Corporation up to $100,000. Uninsured balances at December 31, 1998
and 1999 were $337,000 and $2,294,000, respectively. The Company has not
experienced any losses in such accounts and believes it is not exposed to any
significant credit risk on cash.

(l) ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

(m) PRO FORMA STATEMENT OF OPERATIONS AND BALANCE SHEET DATA, AND NET INCOME
(LOSS) PER SHARE (UNAUDITED)

In connection with the Company's planned initial public offering of common
stock, the Company intends to convert to a Subchapter C corporation under the
Internal Revenue Code. Accordingly, the accompanying pro forma statement of
operations data has been prepared as if the Company were treated as a Subchapter
C corporation for federal and state income tax purposes from January 1, 1997.
The accompanying pro forma balance sheet data has been prepared giving effect to
the conversion of all outstanding convertible debt and related accrued interest
(note 6) into common stock immediately prior to the closing of the initial
public offering and the accrual of $1,600,000 for the distributions to be paid
at the closing of the initial public offering, reflecting estimated S
corporation tax liabilities of existing stockholders.

F-9
<PAGE> 78
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company computes net income (loss) per share in accordance with SFAS
No. 128, "Earnings Per Share," and SEC Staff Accounting Bulletin ("SAB") No. 98.
Under the provisions of SFAS No. 128 and SAB No. 98, pro forma basic net income
(loss) per share is computed by dividing the pro forma net income (loss)
available to common stockholders for the period by the weighted average number
of common shares outstanding during the period. Pro forma diluted net income
(loss) per share is computed by dividing the pro forma net income (loss) for the
period by the weighted average number of common and dilutive common stock
equivalent shares outstanding during the period. The pro forma weighted average
shares outstanding includes 123,077 shares, at the assumed offering price of
$13.00 per share, representing the number of shares whose proceeds would be
necessary to cover the $1,600,000 distribution as well as 4,161,506 shares
issuable upon the conversion of convertible debt upon the closing of the initial
public offering.

Certain stock options and warrants outstanding were not included in the pro
forma diluted net income (loss) per share as such amounts would be
anti-dilutive.

(n) STOCK SPLIT

On January 18, 2000, the Board of Directors of the Company approved a
2-for-1 stock split of the Company's common stock. All share, per share and
conversion amounts relating to common stock, stock options and stock purchase
warrants included in the accompanying consolidated financial statements have
been retroactively adjusted to reflect the stock split.

(o) STOCK-BASED COMPENSATION

The Company accounts for equity-based compensation arrangements in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations,
and complies with the disclosure provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation." Under APB Opinion No. 25, compensation expense is
based upon the difference, if any, on the date of grant, between the fair value
of the Company's stock and the exercise price. All equity-based awards to
non-employees are accounted for at their fair value in accordance with SFAS No.
123.

(p) FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, accounts receivable,
accounts payable, and short-term debt approximates the fair values due to the
short-term nature of these instruments. The carrying value of the convertible
subordinated debt and the senior subordinated debt approximate fair value based
on borrowing rates currently available for financial instruments with similar
characteristics and maturities. These estimates are subjective in nature and
involve uncertainties and matters of significant judgment and, therefore, cannot
be determined with precision. Changes in assumptions could significantly affect
the estimates.

(q) RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." The new standard establishes
accounting and reporting standards for derivative instruments embedded in other
contracts and for hedging activities. This statement, as amended, is effective
for all fiscal quarters beginning after June 15, 2000. The Company does not
expect SFAS No. 133 to have a material affect on its financial position or
results of operations.

F-10
<PAGE> 79
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In December 1999, the Securities and Exchange Commission ("SEC") issued SAB
No. 101-Revenue Recognition in Financial Statements. This SAB expresses the
SEC's views in applying generally accepted accounting principles to revenue
recognition in financial statements. Registrants can apply the accounting and
disclosure requirements of this SAB retrospectively, or may report a change in
accounting principle no later than the first fiscal quarter of the fiscal year
beginning after December 15, 1999. The Company does not expect the application
of this SAB to have a material impact on the Company's financial statements.

(r) SEGMENT INFORMATION

The Company operates under one business segment providing data storage
management and data access solutions products and services. The Company's
revenues from foreign countries represent approximately 6% of total revenues for
the years ended December 31, 1997, 1998 and 1999.

NOTE 2 -- COMMON STOCK

The Company is incorporated in the State of Delaware and has the authority
to issue 20,000,000 shares of common stock with a par value of $.01.

In December 1998, the Company issued a warrant to purchase 30,000 shares of
the Company's common stock at $1.84 per share to the estate of a former
employee. The warrant is exercisable for a period of five years. In accordance
with SFAS No. 123, the Company has recorded compensation expense during 1998 of
$30,000 for the estimated fair value of the warrant.

NOTE 3 -- PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1999
------ -------
<S> <C> <C>
Computer software........................................... $ 199 $ 336
Computer hardware........................................... 885 1,406
Furniture, fixtures and office equipment.................... 426 625
Leasehold improvements...................................... 105 176
------ -------
1,615 2,543
Less accumulated depreciation and amortization.............. (605) (1,099)
------ -------
Property and equipment, net................................. $1,010 $ 1,444
====== =======
</TABLE>

NOTE 4 -- NOTES RECEIVABLE

Other assets at December 31, 1998 and 1999 include a $49,142 demand note
receivable from a former employee. The note bears interest at 10%.

The Company had stock subscription notes receivable at December 31, 1998
and 1999 in the amount of approximately $977,000 from certain employees of the
Company with interest rates ranging from 5% to 8%. The notes were issued in
connection with the issuance of 745,444 shares of the Company's common stock.
Approximately 476,190 of the shares were issued in connection with a restricted
stock purchase under the Company's 1998 Stock Incentive Plan (the "Stock Plan").
Approximately $103,000 of the notes are due in January 2002, and approximately
$874,000 are due in October 2004. The Company has full recourse against the
employees to collect these notes. These

F-11
<PAGE> 80
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

notes receivable are recorded as an offset to equity in the accompanying
consolidated balance sheets. The Company has not accrued interest on the notes.

NOTE 5 -- DEMAND NOTE PAYABLE -- BANK

At December 31, 1998, the Company had a bank demand note payable of
$2,300,000. The note required only interest payments at the bank's prime rate
plus 0.5% (9% at December 31, 1998) through March 31, 1999. The loan was
collateralized by a security interest in all of the Company's assets and was
further collateralized by the pledge of certain assets of the Company's
principal stockholders. The note required the Company to comply with certain
financial covenants, including limits on debt and maintaining tangible net
worth, as defined. The Company was in violation of certain covenants at December
31, 1998 and had received waivers from the bank for such violations. Subsequent
to December 31, 1998, this agreement was replaced with a new financing
agreement.

In July 1999, the Company entered into a revolving line of credit agreement
which replaced the bank demand note payable at December 31, 1998. The new
agreement provides for borrowings up to $5,000,000 based on eligible accounts
receivable, as defined in the agreement, and expires in July 2000. Interest only
payments are due monthly at the bank's prime rate plus 0.5% (9% at December 31,
1999). This line is collateralized by substantially all of the Company's assets,
and requires the Company to comply with certain financial covenants as defined
by the agreement. The Company was in violation of certain covenants at December
31, 1999, and has received waivers from the bank for such violations.

As a condition to entering into the revolving line of credit agreement, the
lender required the principal stockholder of the Company to enter into an escrow
agreement as security for payments to be made by the Company under a note issued
to a former stockholder.

NOTE 6 -- LONG-TERM DEBT

At December 31, 1998, the Company was obligated under a severance agreement
with a former employee in the amount of $250,000. This obligation was paid in
January 1999.

On June 9, 1998, the Company purchased from a former stockholder all of his
shares for $11,500,000. The Company paid $6,000,000 in cash and issued a note to
the former stockholder with a face value of $5,500,000 and a 10% rate of
interest. The Company recorded the note at its face value which approximated the
fair value at the date of issuance. The note calls for monthly payments of
principal and interest of $60,000 through December 15, 1999, a principal payment
of $1,000,000 on January 15, 2000, and monthly payments of principal and
interest of $100,000 thereafter, until the balance is paid. The note is due in
full 60 days after an IPO of the Company's common stock. The Company recorded
this transaction as the re-purchase and retirement of treasury stock.

On June 9, 1998, the Company borrowed $12,000,000 by issuing notes to fund
payments required under the stock re-purchase as described above, fund
distributions to other stockholders, and to provide working capital to the
Company. The notes are made up of convertible subordinated notes amounting to
$7,636,364 and senior subordinated notes amounting to $4,363,636, as described
below. The notes and the payment of the principal and interest thereon are
subordinate to and subject to prior payment of any bank indebtedness and the
indebtedness to the former stockholder.

The convertible subordinated notes, which are held by three noteholders,
and accrued interest thereon are due December 9, 2000. The notes bear interest
at 8% to June 9, 1999, 10% from June 9, 1999 to June 9, 2000 and 12% from June
9, 2000 to maturity. Principal and interest not paid in full

F-12
<PAGE> 81
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

at maturity shall accrue interest at 14% increasing two percentage points each
June 9 thereafter, until paid in full or converted into common stock. At any
time on or before June 9, 1999, upon the occurrence of certain events as defined
in the agreement, including the sale of the Company or breach of certain
covenants, and upon the request of the holders of at least 51% of the notes, the
principal amount of the notes shall be converted into common stock of the
Company. At any time after June 9, 1999, upon request of the holders of at least
51% of the notes, the principal amount of the notes shall be converted into
common stock of the Company. Further, the principal amount of the notes shall be
automatically converted into common stock of the Company in the event of an
offer and sale by the Company of common stock to the public at a price not less
than the price per share that results from a valuation of the Company of
$100,000,000 and which results in aggregate net proceeds to the Company of not
less than $20,000,000. The notes are convertible into common stock of the
Company at $1.835 per share, subject to anti-dilution provisions. Upon the
conversion of the principal amount of the notes, the Company shall not be
required to pay any accrued but unpaid interest on the amount converted. The
notes cannot be prepaid, in whole or in part, without prior written consent of
the noteholders.

The senior subordinated notes, which are also held by three noteholders,
and accrued interest thereon are due on December 9, 2000. Interest is paid
quarterly on these notes which bear interest at 8% to June 9, 1999, 10% from
June 9, 1999 to June 9, 2000 and 12% from June 9, 2000 to maturity. Principal
and interest not paid in full at maturity shall accrue interest at 14%
increasing two percentage points each June 9 thereafter, until paid in full.
These notes may be prepaid at any time without penalty.

The convertible subordinated and senior subordinated notes are secured by a
pledge of shares of common stock of the Company owned by the principal
stockholder of the Company. The convertible subordinated and senior subordinated
note agreements contain restrictive covenants, which may accelerate the due date
of the notes. The Company was not in compliance with certain of these covenants
at December 31, 1998 and 1999. However, in connection with the revolving line of
credit agreement entered into by the Company in July 1999 (see Note 5), the
holders of the convertible subordinated and senior subordinated notes entered
into "standstill agreements", which prohibit the holders from commencing any
action against the Company to enforce collection of the notes until 180 calender
days after the bank accelerates the bank indebtedness. As a result, at December
31, 1998, the Company has classified the amounts as long-term obligations in the
accompanying consolidated balance sheet.

In accordance with EITF 86-15, "Increasing Rate Debt", the Company is
recognizing the interest related to the convertible subordinated and senior
subordinated notes using the effective interest method over the period it is
estimated that the notes will be outstanding. It is reasonably possible that
this estimate could change.

F-13
<PAGE> 82
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Annual maturities of long-term debt as of December 31, 1999 are as follows
(in thousands):

<TABLE>
<CAPTION>
YEAR AMOUNT
---- -------
<S> <C>
2000............................................... $13,803
2001............................................... 938
2002............................................... 1,007
2003............................................... 1,091
2004............................................... 493
Thereafter......................................... --
-------
$17,332
=======
</TABLE>

NOTE 7 -- SUBORDINATED NOTES PAYABLE -- STOCKHOLDERS

The Company is party to revolving unsecured demand loan agreements with its
principal stockholder. Interest is due monthly at a rate of 8% per annum. In
connection with the Company's issuance of convertible subordinated and senior
subordinated notes (see Note 6), the stockholder has agreed that payment of
these notes is restricted until payment or conversion of the convertible
subordinated and senior subordinated notes.

NOTE 8 -- EMPLOYEE BENEFIT PLANS

RETIREMENT PLANS

The Company has a 401(k) Retirement Plan (the "Plan") covering
substantially all its employees. Participants in the Plan may elect to defer up
to 15% of their compensation. The Company may make a discretionary matching
contribution; the Company elected not to make a contribution in 1997. In 1998,
the Company began to match 25% of employee contributions up to 6% of
compensation. The amount recorded as expense for the years ended December 31,
1998 and 1999 was $60,000 and $114,000, respectively.

The Company has a 419 Benefit Plan covering senior executives,
contributions to which are discretionary. The Company made no contributions to
the plan in 1997, 1998, or 1999.

STOCK OPTION PLAN

During 1998, the Board of Directors adopted the Stock Plan. The Company has
reserved up to 4,529,412 shares for issuance under the Stock Plan. All of the
Company's employees, officers, directors, consultants and advisors are eligible
to be granted options under the Stock Plan. Awards granted to any employee are
limited to 500,000 shares per calendar year. The exercise price and duration of
the option are determined by the Board at the date of grant. The options
generally vest ratably over a period of 4 years, and generally expire in 10
years. During 1998 and 1999, all options were granted to employees and directors
of the Company.

F-14
<PAGE> 83
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes option activity for the year ended December
31, 1998 and 1999:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
--------- --------
<S> <C> <C>
Options outstanding at January 1, 1998...................... -- $ --
Options granted............................................. 2,970,520 1.84
Options exercised........................................... -- --
Options forfeited/expired................................... (94,000) 1.84
---------
Options outstanding at December 31, 1998.................... 2,876,520 1.84
Options granted............................................. 1,024,900 3.14
Options exercised........................................... -- --
Options forfeited/expired................................... (442,314) 1.91
---------
Options outstanding at December 31, 1999.................... 3,459,106 2.65
=========
</TABLE>

Under the Stock Plan, an additional 476,190 shares of restricted stock were
issued in December 1998 at a per share price of $1.84.

At December 31, 1998, all options granted had an exercise price of $1.84.
At December 31, 1999, the range of exercise prices was $1.84 to $12.64. At
December 31, 1998 and 1999, the weighted average remaining contractual life of
the outstanding options was 9.8 and 9 years, respectively, and the number of
options exercisable was 10,000 and 549,092, respectively. There were 176,702 and
594,116 options available for grant at December 31, 1998 and 1999, respectively.

The per share weighted average fair value of the options granted during
1998 and 1999 were $0.29, and $7.06, respectively. The fair value of each option
grant is estimated on the date of grant, using the Black-Scholes options-pricing
model with the following weighted average assumptions:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------
1998 1999
----- -----
<S> <C> <C>
Average dividend yield...................................... -- --
Expected life in years...................................... 4 4
Risk free interest rate..................................... 4.25% 5.38%
Expected volatility......................................... -- --
</TABLE>

The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock options. As a result, no compensation expense was
recorded for the options granted during 1998. The Company recorded deferred
compensation expense of approximately $2,886,000 relating to options to purchase
1,024,900 shares granted in 1999 equal to the difference between the fair market
value of the Company's common stock on the grant date and the exercise price of
the options. The expense will be recognized ratably over the vesting period of
the options, which is generally four years. The Company recorded a $329,000
expense associated with the options granted during 1999 which is included as
compensation expense in the accompanying consolidated statements of operations.

SFAS No. 123 requires pro forma net income (loss) disclosures as if the
Company had accounted for its stock options granted under the fair value method
prescribed by that statement. Had the Company used the fair value methodology
for determining compensation expense, the following

F-15
<PAGE> 84
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

table presents the pro forma net income (loss) that would have been recorded by
the Company for the options granted during 1998 and 1999:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-----------------
1998 1999
------- -------
(IN THOUSANDS)
<S> <C> <C>
Net income:
As reported............................................... $(1,207) $(1,455)
Pro forma................................................. $(1,256) $(1,989)
Net income per share -- basic and diluted:
As reported............................................... $ (.06) $ (.09)
Pro forma................................................. $ (.06) $ (.12)
</TABLE>

The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts.

NOTE 9 -- OPERATING LEASES

The Company leases its facilities and certain office equipment under
non-cancelable operating leases. Future minimum lease payments under
non-cancelable operating leases approximate the following:

<TABLE>
<CAPTION>
YEAR AMOUNT
---- --------------
(IN THOUSANDS)
<S> <C>
2000........................................... $844
2001........................................... 852
2002........................................... 660
2003........................................... 34
</TABLE>

Rent expense of approximately $335,000, $540,000 and $743,000 was charged
to operations for 1997, 1998 and 1999, respectively.

NOTE 10 -- RELATED PARTY TRANSACTIONS

Interest expense on the notes payable to the principal stockholder
approximated $25,000, $88,000 and $158,000 for the years ended December 31,
1997, 1998 and 1999, respectively.

During October 1999, the principal stockholder of the Company sold 40,000
shares of the Company's common stock to an employee of the Company for $2.75 per
share. The Company has recorded compensation expense of approximately $330,000
in the accompanying 1999 statement of operations, reflecting the difference
between the purchase price and the estimated fair value of the common stock at
the time of the purchase.

NOTE 11 -- COMMITMENTS AND CONTINGENCIES

The Company has employment contracts with certain officers, directors, and
employees. The Company also has bonus agreements with certain employees based
upon net income, as defined in the agreements.

If the Company consummates an IPO (as defined), the Company is obligated to
pay a former employee bonus compensation of $300,000, less any amounts then due
and outstanding to the Company.

F-16
<PAGE> 85
OTG SOFTWARE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company is obligated to make payments in the amount of $80,000 per year
for the years 2000 through 2003 to the estate of a former employee. The payments
are contingent upon the Company meeting certain financial targets and other
criteria as defined in the agreement.

NOTE 12 -- SUBSEQUENT EVENTS

On January 18, 2000, the board of directors of the Company authorized the
adoption of the 2000 Stock Incentive Plan (the "2000 stock plan") and the 2000
Employee Stock Purchase Plan (the "purchase plan"). Under the 2000 stock plan,
1,000,000 shares of common stock were reserved for issuance. The 2000 stock plan
provides for the grant of incentive stock options, nonstatutory stock options,
restricted stock awards, and other stock-based awards. Subsequent to January 18,
2000, no additional stock options will be granted under the Stock Plan. The
purchase plan authorizes the issuance of up to 600,000 shares of common stock to
participating employees. Eligible employees are authorized to purchase common
stock using up to 10% of the employee's base pay at a purchase price equal to
85% of the average market price, as defined in the purchase plan.

Additionally, on January 18, 2000 the board of directors approved an
increase in the authorized number of common stock to 65,000,000, and authorized
5,000,000 shares of preferred stock with a par value of $.01.

F-17
<PAGE> 86

Graphics on inside back cover.

[Title "Future Products for Emerging Storage Management Requirements." The
graphic depicts OTG's logo surrounded by a circle of connecting arrows. There
are three smaller circles contained within the connecting arrows for three of
OTG's other products, SanXtender, emailXtender and OnlineStor.com. The
SanXtender icon contains three lines indicating input from a tape library,
CD/DVD optical juke boxes and hard drives. The text next to the SanXtender icon
states "Linking storage area networks with online applications; connecting
storage area networks with the Web." The text next to the emailXtender icon
states "E-mail indexing, archiving and retrieving; full-text e-mail search
capacity." The text next to the OnlineStor.com icon states "Outsourced data
storage and management service; offered through Internet service providers and
application service providers."]

<PAGE> 87

[OTG SOFTWARE LOGO]
<PAGE> 88

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee.

<TABLE>
<S> <C>
SEC registration fee........................................ $ 18,216
NASD filing fee............................................. 7,400
Nasdaq National Market listing fee.......................... 95,000
Printing and engraving expenses............................. 310,000
Legal fees and expenses..................................... 350,000
Accounting fees and expenses................................ 220,000
Blue Sky fees and expenses (including legal fees)........... 15,000
Transfer agent and registrar fees and expenses.............. 5,000
Miscellaneous............................................... 729,384
----------
Total............................................. $1,750,000
==========
</TABLE>

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

The Company will bear all expenses shown above.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Amended and Restated Certificate of Incorporation (the
"Restated Certificate") provides that, except to the extent prohibited by the
Delaware General Corporation Law (the "DGCL"), the Registrant's directors shall
not be personally liable to the Registrant or its stockholders for monetary
damages for any breach of fiduciary duty as directors of the Registrant. Under
the DGCL, the directors have a fiduciary duty to the Registrant which is not
eliminated by this provision of the Restated Certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under the DGCL for breach of the director's
duty of loyalty to the Registrant, for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by the DGCL. This provision
also does not affect the directors' responsibilities under any other laws, such
as the federal securities laws or state or federal environmental laws. The
Registrant has obtained liability insurance for its officers and directors.

Section 145 of the DGCL empowers a corporation to indemnify its directors
and officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers, provided that this provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the DGCL including
for an unlawful payment of dividend or unlawful stock purchase or redemption, or
(iv) for any transaction from which the director derived an improper personal
benefit. The DGCL provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any

II-1
<PAGE> 89

other rights to which the directors and officers may be entitled under the
corporation's by-laws, any agreement, a vote of stockholders or otherwise. The
Restated Certificate eliminates the personal liability of directors to the
fullest extent permitted by the DGCL and, together with the Registrant's Amended
and Restated By-Laws (the "Restated By-Laws") and Indemnification Agreements to
be entered into with each executive officer and director, provides that the
Registrant shall fully indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative) by
reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a director
or officer of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding. Reference is
made to the Registrant's Form of Amended and Restated Certificate of
Incorporation, Form of Amended and Restated By-Laws and Form of Indemnification
Agreement filed as Exhibits 3.2, 3.4, and 10.6 hereto, respectively.

The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify directors, officers and controlling
persons of the Company against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Securities Act"). Reference is made
to the form of Underwriting Agreement to be filed as Exhibit 1.1 hereto.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Restated Certificate. The Registrant is not
aware of any threatened litigation or proceeding that may result in a claim for
such indemnification.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following information regarding the issuance of the Registrant's
securities gives effect to the two-for-one stock split of the Registrant's
common stock effected on January 18, 2000. Since December 1996, the Registrant
has issued the following securities that were not registered under the
Securities Act as summarized below.

(a) Issuances of Capital Stock, Convertible Notes and Warrants.

1. On January 1, 1997, the Registrant's predecessor Maryland
corporation issued 8.647 shares of common stock to F. William Caple, one of
its executive officers, for an aggregate purchase price of $102,698. The
purchaser issued the Registrant's predecessor Maryland corporation a
promissory note for the aggregate purchase price. The promissory note earns
8% interest per year and principal and interest become due and payable on
January 1, 2002. In connection with the Registrant's reincorporation into
Delaware, the Registrant issued 269,254 shares of common stock in exchange
for the 8.647 shares of the common stock of the Registrant's predecessor
corporation. This transaction was exempt from registration under Section
4(2) of the Securities Act.

2. On June 8, 1998, in connection with the Registrant's
reincorporation into Delaware, the Registrant issued an aggregate of
26,207,606 shares of common stock to Richard A. Kay, F. William Caple,
Eugene Sandler and Alexandra Kay, the four stockholders of the Registrant's
predecessor Maryland corporation in exchange for all the outstanding common
stock of the Registrant's predecessor Maryland corporation. This
transaction was exempt from registration under Section 4(2) of the
Securities Act.

3. On June 9, 1998, the Registrant issued convertible subordinated
notes in the aggregate principal amount of $7,636,364 to ABS Capital
Partners II, L.P., Greylock IX Limited Partnership and Michael P. Murray.
The convertible subordinated notes earn 8% interest per year from the date
of issuance to June 9, 1999, 10% interest from June 9, 1999 to June 9, 2000
and 12% interest from

II-2
<PAGE> 90

June 9, 2000 to maturity on December 9, 2000. Upon the closing of this
offering, the principal balance of the convertible subordinated notes
converts automatically into 4,161,506 shares of the Registrant's common
stock and the interest thereon is forgiven. This transaction was exempt
from registration under Section 4(2) of the Securities Act.

4. On December 1, 1998, the Registrant's predecessor corporation
issued a warrant to purchase 30,000 shares of common stock to Galina Schiff
in exchange for an executed release agreement. The Registrant's predecessor
corporation did not obtain a valuation for the release agreement and the
Registrant cannot estimate the value of the release agreement. This
transaction was exempt from registration under Section 4(2) of the
Securities Act.

5. On December 22, 1998, the Registrant issued an aggregate of 476,190
shares of common stock to five employees, Scott R. Nickel, Mark L. Hanson,
Stewart Nickel, Paul Matsko and Robert Alan Depelteau, for an aggregate
purchase price of $873,809 pursuant to restricted stock agreements under
the Registrant's 1998 Stock Incentive Plan. The employees each issued
promissory notes to the Registrant for their respective shares. This
transaction was exempt from registration under Rule 701 of the Securities
Act.

(b) Certain Grants and Exercises of Stock Options. The Registrant's 1998
Stock Incentive Plan was adopted by the Board of Directors and approved by the
stockholders of the Registrant in August 1998. As of February 15, 2000, no
options to purchase shares of common stock had been exercised, options to
purchase 4,003,506 shares of common stock were outstanding and 476,190 shares of
restricted stock had been granted under the 1998 Stock Incentive Plan.

No underwriters were involved in the foregoing sales of securities. All of
the foregoing securities are deemed restricted securities for the purposes of
the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
1.1 Form of Underwriting Agreement
3.1+ Amended and Restated Certificate of Incorporation of the
Registrant
3.3+ By-Laws of the Registrant
3.4+ Form of Amended and Restated By-Laws of the Registrant, to
be effective upon the closing of this offering
4.1 Specimen common stock certificate
4.2+ See Exhibits 3.1 and 3.4 for provisions of the Certificate
of Incorporation and By-Laws of the Registrant defining the
rights of holders of common stock of the Registrant
5.1 Opinion of Hale and Dorr LLP
10.1+ 1998 Stock Incentive Plan, as amended
10.2 2000 Stock Incentive Plan
10.3 2000 Employee Stock Purchase Plan
10.5+ Lease for 6701 Democracy Boulevard, Suite 805, Bethesda,
Maryland 20817, as amended
10.6+ Form of Indemnification Agreement to be executed with
directors and executive officers
10.7+ Employment Agreement with Richard A. Kay, as amended
10.8+ Employment Agreement with F. William Caple, as amended
10.9+ Employment Agreement with Ronald W. Kaiser, as amended
10.10 Form of Subchapter S Tax Indemnification Agreement to be
executed with all existing stockholders
</TABLE>

II-3
<PAGE> 91

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.11+ Registration Rights Agreement dated as of June 9, 1998
16.1+ Letter from Grant Thornton LLP
21.1+ Subsidiaries of the Registrant
23.1 Consent of KPMG LLP
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1+ Powers of Attorney
27.1+ Financial Data Schedule
</TABLE>

- -------------------------
* To be filed by amendment.
+ Previously filed.

(b) Financial Statements:

Schedule II -- Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the Delaware General Corporation Law, the Restated
Certificate of the registrant, the Underwriting Agreement, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the registrant will,
unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purpose of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

II-4
<PAGE> 92

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Bethesda, Maryland, on
this 6th day of March, 2000.

OTG SOFTWARE, INC.

By: /s/ RICHARD A. KAY
------------------------------------
Richard A. Kay
President, Chief Executive Officer
and
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ RICHARD A. KAY President, Chief Executive Officer March 6, 2000
- --------------------------------------------- and Chairman of the Board of
Richard A. Kay Directors (Principal Executive
Officer)

* Executive Vice President, Secretary March 6, 2000
- --------------------------------------------- and Director
F. William Caple

* Chief Financial Officer and Treasurer March 6, 2000
- --------------------------------------------- (Principal Financial and Accounting
Ronald W. Kaiser Officer)

* Director March 6, 2000
- ---------------------------------------------
Gabriel A. Battista

* Director March 6, 2000
- ---------------------------------------------
John Burton

* Director March 6, 2000
- ---------------------------------------------
Joseph R. Chinnici

* Director March 6, 2000
- ---------------------------------------------
Geaton A. DeCesaris, Jr.

* Director March 6, 2000
- ---------------------------------------------
Donald B. Hebb, Jr.

*By: /s/ RICHARD A. KAY
----------------------------------------
Richard A. Kay
Attorney-in-fact
</TABLE>

II-5

<PAGE> 1
EXHIBIT 1.1

4,000,000 SHARES
OTG SOFTWARE, INC.
COMMON STOCK
UNDERWRITING AGREEMENT

_________, 2000

CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
SG COWEN SECURITIES CORPORATION
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629

Dear Sirs:

1. Introductory. OTG Software, Inc., a Delaware corporation ("COMPANY"),
proposes to issue and sell 4,000,000 shares of its common stock, $.01 par value
per share ("SECURITIES") outstanding shares of the Securities (such 4,000,000
shares of Securities being hereinafter referred to as the "FIRM SECURITIES").
Richard A. Kay (the "SELLING STOCKHOLDER") proposes to sell to the
Underwriters, at the option of the Underwriters, an aggregate of not more than
600,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set
forth below. The Firm Securities and the Optional Securities are herein
collectively called the "OFFERED SECURITIES". As part of the offering
contemplated by this Agreement, Credit Suisse First Boston Corporation (the
"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities
purchased by it under this Agreement, up to 400,000 shares, for sale to the
Company's directors, officers, employees and other parties associated with the
Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as
defined herein) under the heading "Underwriting" (the "DIRECTED SHARE
PROGRAM"). The Firm Securities to be sold by the Designated Underwriter
pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by
the Designated Underwriter pursuant to this Agreement at the public offering
price. Any Directed Shares not orally confirmed for purchase by a Participant
by the end of the business day on which this Agreement is executed will be
offered to the public by the Underwriters as set forth in the Prospectus. The
Company and the Selling Stockholder hereby agree with the several Underwriters
named in Schedule A hereto ("UNDERWRITERS") as follows:

2. Representations and Warranties of the Company and the Selling
Stockholder. (a) The Company represents and warrants to, and agrees with, the
several Underwriters that:

(i) A registration statement (No. 333-93581) relating to the Offered
Securities, including a form of prospectus, has been filed with the Securities
and Exchange Commission ("COMMISSION") and either (i) has been declared
effective under the Securities Act of 1933 ("ACT") and is not proposed to be
amended or (ii) is proposed to be amended by amendment or post-effective
amendment. If such registration statement ("INITIAL REGISTRATION STATEMENT")
has been declared effective, either (i) an additional registration statement
("ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may
have been filed with the Commission pursuant to Rule 462(b) ("RULE 462(b)")
under the Act and, if so filed, has become effective upon filing pursuant to
such Rule and the Offered Securities all have been duly registered under the
Act pursuant to the initial registration statement and, if applicable, the
additional registration statement

<PAGE> 2

or (ii) such an additional registration statement is proposed to be filed with
the Commission pursuant to Rule 462(b) and will become effective upon filing
pursuant to such Rule and upon such filing the Offered Securities will all have
been duly registered under the Act pursuant to the initial registration
statement and such additional registration statement. If the Company does not
propose to amend the initial registration statement or if an additional
registration statement has been filed and the Company does not propose to amend
it, and if any post-effective amendment to either such registration statement
has been filed with the Commission prior to the execution and delivery of this
Agreement, the most recent amendment (if any) to each such registration
statement has been declared effective by the Commission or has become effective
upon filing pursuant to Rule 462(c) ("RULE 462(c)") under the Act or, in the
case of the additional registration statement, Rule 462(b). For purposes of
this Agreement, "EFFECTIVE TIME" with respect to the initial registration
statement or, if filed prior to the execution and delivery of this Agreement,
the additional registration statement means (i) if the Company has advised the
Representatives that it does not propose to amend such registration statement,
the date and time as of which such registration statement, or the most recent
post-effective amendment thereto (if any) filed prior to the execution and
delivery of this Agreement, was declared effective by the Commission or has
become effective upon filing pursuant to Rule 462(c), or (ii) if the Company
has advised the Representatives that it proposes to file an amendment or
post-effective amendment to such registration statement, the date and time as
of which such registration statement, as amended by such amendment or
post-effective amendment, as the case may be, is declared effective by the
Commission. If an additional registration statement has not been filed prior to
the execution and delivery of this Agreement but the Company has advised the
Representatives that it proposes to file one, "EFFECTIVE TIME" with respect to
such additional registration statement means the date and time as of which such
registration statement is filed and becomes effective pursuant to Rule 462(b).
"EFFECTIVE DATE" with respect to the initial registration statement or the
additional registration statement (if any) means the date of the Effective Time
thereof. The initial registration statement, as amended at its Effective Time,
including all information contained in the additional registration statement
(if any) and deemed to be a part of the initial registration statement as of
the Effective Time of the additional registration statement pursuant to the
General Instructions of the Form on which it is filed and including all
information (if any) deemed to be a part of the initial registration statement
as of its Effective Time pursuant to Rule 430A(b) ("RULE 430A(b)") under the
Act, is hereinafter referred to as the "INITIAL REGISTRATION STATEMENT". The
additional registration statement, as amended at its Effective Time, including
the contents of the initial registration statement incorporated by reference
therein and including all information (if any) deemed to be a part of the
additional registration statement as of its Effective Time pursuant to Rule
430A(b), is hereinafter referred to as the "ADDITIONAL REGISTRATION STATEMENT".
The Initial Registration Statement and the Additional Registration Statement
are hereinafter referred to collectively as the "REGISTRATION STATEMENTS" and
individually as a "REGISTRATION STATEMENT". The form of prospectus relating to
the Offered Securities, as first filed with the Commission pursuant to and in
accordance with Rule 424(b) ("RULE 424(b)") under the Act or (if no such filing
is required) as included in a Registration Statement, is hereinafter referred
to as the "PROSPECTUS". No document has been or will be prepared or distributed
in reliance on Rule 434 under the Act.

(ii) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement: (i) on the Effective
Date of the Initial Registration Statement, the Initial Registration Statement
conformed in all material respects to the requirements of the Act and the rules
and regulations of the Commission ("RULES AND REGULATIONS") and did not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, (ii) on the Effective Date of the Additional Registration Statement
(if any), each Registration Statement conformed, or will conform, in all
material respects to the requirements of the Act and the Rules and Regulations
and did not include, or will not include, any untrue statement of a material
fact and did not omit, or will not omit, to state any material fact required to
be stated therein or necessary to make the statements therein not misleading
and (iii) on the date of this Agreement, the Initial Registration Statement
and, if the Effective Time of the Additional Registration Statement is prior to
the execution and delivery of this Agreement, the Additional Registration
Statement each conforms, and at the time of filing of the Prospectus pursuant
to Rule 424(b) or (if no such filing is required) at the Effective Date of the
Additional Registration Statement in which the Prospectus is included, each
Registration

-2-

<PAGE> 3

Statement and the Prospectus will conform, in all material respects to the
requirements of the Act and the Rules and Regulations, and neither of such
documents includes, or will include, any untrue statement of a material fact or
omits, or will omit, to state any material fact required to be stated therein
or necessary to make the statements therein not misleading. If the Effective
Time of the Initial Registration Statement is subsequent to the execution and
delivery of this Agreement: on the Effective Date of the Initial Registration
Statement, the Initial Registration Statement and the Prospectus will conform
in all material respects to the requirements of the Act and the Rules and
Regulations, neither of such documents will include any untrue statement of a
material fact or will omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and no
Additional Registration Statement has been or will be filed. The two preceding
sentences do not apply to statements in or omissions from a Registration
Statement or the Prospectus based upon written information furnished to the
Company by any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information is that
described as such in Section 7(c) hereof.

(iii) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus; and the Company is duly qualified to
do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification (except where the failure to be so
qualified would not have a material adverse effect on the condition (financial
or other), business, properties or results of operations of the Company and its
subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT").

(iv) Each subsidiary of the Company has been duly incorporated and is
an existing corporation in good standing under the laws of the jurisdiction of
its incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus; and each
subsidiary of the Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not have a
Material Adverse Effect; all of the issued and outstanding capital stock of
each subsidiary of the Company has been duly authorized and validly issued and
is fully paid and nonassessable; and the capital stock of each subsidiary owned
by the Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects.

(v) The Offered Securities and all other outstanding shares of capital
stock of the Company have been duly authorized; all outstanding shares of
capital stock of the Company are, and, when the Offered Securities have been
delivered and paid for in accordance with this Agreement on each Closing Date
(as defined below), such Offered Securities will have been, validly issued,
fully paid and nonassessable and will conform to the description thereof
contained in the Prospectus; and the stockholders of the Company have no
preemptive rights with respect to the Offered Securities.

(vi) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Company and any person that would give
rise to a valid claim against the Company or any Underwriter for a brokerage
commission, finder's fee or other like payment in connection with this
offering.

(vii) Except as described in the Prospectus, and except for rights
with respect to this offering which have been validly waived, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company owned or
to be owned by such person or to require the Company to include such securities
in the securities registered pursuant to a Registration Statement or in any
securities being registered pursuant to any other registration statement filed
by the Company under the Act.

-3-

<PAGE> 4

(viii) The Offered Securities have been approved for listing on Nasdaq
Stock Market's National Market, subject to notice of issuance.

(ix) No consent, approval, authorization, or order of, or filing with,
any governmental agency or body or any court is required for the consummation
of the transactions contemplated by this Agreement in connection with the
issuance and sale of the Offered Securities by the Company, except such as have
been obtained and made under the Act and such as may be required under state
securities laws.

(x) The execution, delivery and performance of this Agreement, and the
issuance and sale of the Offered Securities, will not result in a breach or
violation of any of the terms and provisions of, or constitute a default under,
any statute, any rule, regulation or order of any governmental agency or body
or any court, domestic or foreign, having jurisdiction over the Company or any
subsidiary of the Company or any of their properties, or any material agreement
or instrument to which the Company or any such subsidiary is a party or by
which the Company or any such subsidiary is bound or to which any of the
properties of the Company or any such subsidiary is subject, or the charter or
by-laws of the Company or any such subsidiary, and the Company has full power
and authority to authorize, issue and sell the Offered Securities as
contemplated by this Agreement.

(xi) This Agreement has been duly authorized, executed and delivered
by the Company.

(xii) Except as disclosed in the Prospectus, the Company and its
subsidiaries have good and marketable title to all real properties and all
other properties and assets owned by them, in each case free from liens,
encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or to be made thereof by them; and
except as disclosed in the Prospectus, the Company and its subsidiaries hold
any leased real or personal property under valid and enforceable leases with no
exceptions that would materially interfere with the use made or to be made
thereof by them.

(xiii) The Company and its subsidiaries possess adequate certificates,
authorities or permits issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them and have not received
any notice of proceedings relating to the revocation or modification of any
such certificate, authority or permit that, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate have
a Material Adverse Effect.

(xiv) No labor dispute with the employees of the Company or any
subsidiary exists or, to the knowledge of the Company, is imminent that might
have a Material Adverse Effect.

(xv) The Company and its subsidiaries own, possess, have licenses to
or rights to use or can acquire or acquire licenses or rights to use on
reasonable terms, adequate trademarks, trade names and other rights to
inventions, know-how, patents, copyrights, confidential information and other
intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS ") necessary
to conduct the business now operated by them, or presently employed by them,
and have not received any notice of infringement of or conflict with asserted
rights of others with respect to any intellectual property rights that, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a Material Adverse Effect.

(xvi) Except as disclosed in the Prospectus, there are no pending
actions, suits or proceedings against or affecting the Company, any of its
subsidiaries or any of their respective properties that, if determined
adversely to the Company or any of its subsidiaries, would individually or in
the aggregate have a Material Adverse Effect, or would materially and adversely
affect the ability of the Company to perform its obligations under this
Agreement, or which are otherwise material in the context of the sale of the
Offered Securities; and no such actions, suits or proceedings are threatened
or, to the Company's knowledge, threatened or contemplated.

(xvii) The financial statements included in each Registration
Statement and the Prospectus present fairly in all material respects the
financial position of the Company and its consolidated

-4-

<PAGE> 5

subsidiaries as of the dates shown and their results of operations and cash
flows for the periods shown, and, except as otherwise disclosed in the
Prospectus, such financial statements have been prepared in conformity with the
generally accepted accounting principles in the United States; and the
schedules included in each Registration Statement present fairly in all
material respects the information required to be stated therein.

(xviii) Except as disclosed in the Prospectus, since the date of the
latest audited financial statements included in the Prospectus there has been
no material adverse change, nor any development or event involving a
prospective material adverse change, in the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as a whole, and, except as disclosed in or contemplated by
the Prospectus, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital stock.

(xix) The Company is not and, after giving effect to the offering and
sale of the Offered Securities and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as defined in
the Investment Company Act of 1940.

(xx) Furthermore, the Company represents and warrants to the
Underwriters that (i) the Registration Statement, the Prospectus and any
preliminary prospectus comply, and any further amendments or supplements
thereto will comply, in all material respects with any applicable laws or
regulations of foreign jurisdictions in which the Prospectus or any preliminary
prospectus, as amended or supplemented, if applicable, are distributed in
connection with the Directed Share Program, and that (ii) no authorization,
approval, consent, license, order, registration or qualification of or with any
government, governmental instrumentality or court, other than such as have been
obtained, is necessary under the securities law and regulations of foreign
jurisdictions in which the Directed Shares are offered outside the United
States.

(xxi) The Company has not offered, or caused the Underwriters to
offer, any offered Securities to any person pursuant to the Directed Share
Program with the specific intent to unlawfully influence (i) a customer or
supplier of the Company to alter the customer's or supplier's level or type of
business with the Company or (ii) a trade journalist or publication to write or
publish favorable information about the Company or its products.

(b) The Selling Stockholder represents and warrants to, and agrees with,
the several Underwriters that:

(i) The Selling Stockholder has and on each Optional Closing Date
hereinafter mentioned will have valid and unencumbered title to the Offered
Securities to be delivered by the Selling Stockholder on such Optional Closing
Date and full right, power and authority to enter into this Agreement and to
sell, assign, transfer and deliver the Offered Securities to be delivered by
the Selling Stockholder on such Optional Closing Date hereunder; and upon the
delivery of and payment for the Offered Securities on each Optional Closing
Date hereunder the several Underwriters will acquire valid and unencumbered
title to the Offered Securities to be delivered by the Selling Stockholder on
such Optional Closing Date.

(ii) If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement: (A) on the Effective
Date of the Initial Registration Statement, the Initial Registration Statement
conformed in all material respects to the requirements of the Act and the Rules
and Regulations and did not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, (B) on the Effective Date of the
Additional Registration Statement (if any), each Registration Statement
conformed, or will conform, in all material respects to the requirements of the
Act and the Rules and Regulations did not include, or will not include, any
untrue statement of a material fact and did not omit, or will not omit, to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and (C) on the date of this Agreement, the
Initial Registration Statement and, if the Effective Time of the Additional
Registration Statement is prior to the execution and delivery of this
Agreement, the Additional Registration Statement each conforms, and at the time
of filing of the Prospectus pursuant to

-5-

<PAGE> 6

Rule 424(b) or (if no such filing is required) at the Effective Date of the
Additional Registration Statement in which the Prospectus is included, each
Registration Statement and the Prospectus will conform, in all material
respects to the requirements of the Act and the Rules and Regulations, and
neither of such documents includes, or will include, any untrue statement of a
material fact or omits, or will omit, to state any material fact required to be
stated therein or necessary to make the statements therein not misleading. If
the Effective Time of the Initial Registration Statement is subsequent to the
execution and delivery of this Agreement: on the Effective Date of the Initial
Registration Statement, the Initial Registration Statement and the Prospectus
will conform in all material respects to the requirements of the Act and the
Rules and Regulations, neither of such documents will include any untrue
statement of a material fact or will omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading. The two preceding sentences do not apply to statements in or
omissions from a Registration Statement or the Prospectus based upon written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information is that described as such in Section 7(c).

(iii) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Selling Stockholder and any person
that would give rise to a valid claim against the Selling Stockholder or any
Underwriter for a brokerage commission, finder's fee or other like payment in
connection with this offering.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $ per share, the number of
Firm Securities set forth opposite the name of such Underwriter in Schedule A
hereto.

The Company will deliver the Firm Securities to the Representatives for
the accounts of the Underwriters, against payment of the purchase price in
Federal (same day) funds by official bank check or checks or wire transfer to
an account at a bank acceptable to CSFBC drawn to the order of the Company in
the case of 4,000,000 shares of Firm Securities, at the office of Hale and Dorr
LLP, 1455 Pennsylvania Avenue, NW, Washington, D.C. 20004, at A.M., New York
time, on , or at such other time not later than seven full business days
thereafter as CSFBC and the Company determine, such time being herein referred
to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the
Securities Exchange Act of 1934, the First Closing Date (if later than the
otherwise applicable settlement date) shall be the settlement date for payment
of funds and delivery of securities for all the Offered Securities sold
pursuant to the offering. The certificates for the Firm Securities so to be
delivered will be in definitive form, in such denominations and registered in
such names as CSFBC requests and will be made available for checking and
packaging at such location as CSFB shall reasonably request at least 24 hours
prior to the First Closing Date.

In addition, upon written notice from CSFBC given to the Company and the
Selling Stockholder from time to time not more than 30 days subsequent to the
date of the Prospectus, the Underwriters may purchase all or less than all of
the Optional Securities at the purchase price per share to be paid for the Firm
Securities. The Selling Stockholder agrees to sell to the Underwriters the
number of shares of Optional Securities specified in such notice and the
Underwriters agree, severally and not jointly, to purchase such Optional
Securities. Such Optional Securities shall be purchased for the account of each
Underwriter in the same proportion as the number of shares of Firm Securities
set forth opposite such Underwriter's name bears to the total number of shares
of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and
may be purchased by the Underwriters only for the purpose of covering
over-allotments made in connection with the sale of the Firm Securities. No
Optional Securities shall be sold or delivered unless the Firm Securities
previously have been, or simultaneously are, sold and delivered. The right to
purchase the Optional Securities or any portion thereof may be exercised from
time to time and to the extent not

-6-

<PAGE> 7

previously exercised may be surrendered and terminated at any time upon notice
by CSFBC to the Company and the Selling Stockholder.

Certificates in negotiable form of Optional Securities to be sold by the
Selling Stockholder hereunder have been placed in custody, for delivery under
this Agreement, under custody agreement ("CUSTODY AGREEMENT") made with the
Company, as custodian ("CUSTODIAN"). The Selling Stockholder agrees that the
shares represented by the certificates held in custody for the Selling
Stockholder under such Custody Agreement are subject to the interests of the
Underwriters hereunder, that the arrangements made by the Selling Stockholder
hereunder for such custody are to that extent irrevocable, and that the
obligations of the Selling Stockholder hereunder shall not be terminated by
operation of law, whether by the death of the Selling Stockholder or the
occurrence of any other event, or in the case of a trust, by the death of any
trustee or trustees or the termination of such trust. If the Selling
Stockholder or any such trustee or trustees should die, or if any other such
event should occur, or if any such trusts should terminate, before the delivery
of the Optional Securities hereunder, certificates of such Optional Securities
shall be delivered by the Custodian in accordance with the terms and conditions
of this Agreement as if such death or other event or termination had not
occurred, regardless of whether or not the Custodian shall have received notice
of such death or other event or termination.

Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Custodian will deliver
the Optional Securities being purchased on each Optional Closing Date to the
Representatives for the accounts of the several Underwriters, against payment
of the purchase price therefor in Federal (same day) funds by official bank
check or checks or wire transfer to an account at a bank acceptable to CSFBC
drawn to the order of the Selling Stockholder, at the above office of Hale and
Dorr LLP. The certificates for the Optional Securities being purchased on each
Optional Closing Date will be in definitive form, in such denominations and
registered in such names as CSFBC requests upon reasonable notice prior to such
Optional Closing Date and will be made available for checking and packaging at
such location as CSFB shall reasonably request at a reasonable time in advance
of such Optional Closing Date.

4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

5. Certain Agreements of the Company and the Selling Stockholder. The
Company agrees with the several Underwriters and the Selling Stockholder that:

(a) If the Effective Time of the Initial Registration Statement is prior
to the execution and delivery of this Agreement, the Company will file the
Prospectus with the Commission pursuant to and in accordance with subparagraph
(1) (or, if applicable and if consented to by CSFBC, subparagraph (4)) of Rule
424(b) not later than the earlier of (A) the second business day following the
execution and delivery of this Agreement or (B) the fifteenth business day
after the Effective Date of the Initial Registration Statement.

The Company will advise CSFBC promptly of any such filing pursuant to Rule
424(b). If the Effective Time of the Initial Registration Statement is prior to
the execution and delivery of this Agreement and an additional registration
statement is necessary to register a portion of the Offered Securities under
the Act but the Effective Time thereof has not occurred as of such execution
and delivery, the Company will file the additional registration statement or,
if filed, will file a post-effective amendment thereto with the Commission
pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New
York time, on

-7-

<PAGE> 8

the date of this Agreement or, if earlier, on or prior to the time the
Prospectus is printed and distributed to any Underwriter, or will make such
filing at such later date as shall have been consented to by CSFBC.

(b) The Company will advise CSFBC promptly of any proposal to amend or
supplement the initial or any additional registration statement as filed or the
related prospectus or the Initial Registration Statement, the Additional
Registration Statement (if any) or the Prospectus and will not effect such
amendment or supplementation without CSFBC's consent; and the Company will also
advise CSFBC promptly of the effectiveness of each Registration Statement (if
its Effective Time is subsequent to the execution and delivery of this
Agreement) and of any amendment or supplementation of a Registration Statement
or the Prospectus and of the institution by the Commission of any stop order
proceedings in respect of a Registration Statement and will use its best
efforts to prevent the issuance of any such stop order and to obtain as soon as
possible its lifting, if issued.

(c) If, at any time when a prospectus relating to the Offered Securities
is required to be delivered under the Act in connection with sales by any
Underwriter or dealer, any event occurs as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the Prospectus to comply
with the Act, the Company will promptly notify CSFBC of such event and will
promptly prepare and file with the Commission, at its own expense, an amendment
or supplement which will correct such statement or omission or an amendment
which will effect such compliance. Neither CSFBC's consent to, nor the
Underwriters' delivery of, any such amendment or supplement shall constitute a
waiver of any of the conditions set forth in Section 6.

(d) As soon as practicable, but not later than the Availability Date (as
defined below), the Company will make generally available to its
securityholders an earnings statement covering a period of at least 12 months
beginning after the Effective Date of the Initial Registration Statement (or,
if later, the Effective Date of the Additional Registration Statement) which
will satisfy the provisions of Section 11(a) of the Act. For the purpose of the
preceding sentence, "AVAILABILITY DATE" means the 45th day after the end of the
fourth fiscal quarter following the fiscal quarter that includes such Effective
Date, except that, if such fourth fiscal quarter is the last quarter of the
Company's fiscal year, "AVAILABILITY DATE" means the 90th day after the end of
such fourth fiscal quarter.

(e) The Company will furnish to the Representatives copies of each
Registration Statement (five of which will be signed and will include all
exhibits), each related preliminary prospectus, and, so long as a prospectus
relating to the Offered Securities is required to be delivered under the Act in
connection with sales by any Underwriter or dealer, the Prospectus and all
amendments and supplements to such documents, in each case in such quantities
as CSFBC requests. The Prospectus shall be so furnished on or prior to 3:00
P.M., New York time, on the business day following the later of the execution
and delivery of this Agreement or the Effective Time of the Initial
Registration Statement. All other documents shall be so furnished as soon as
available. The Company and the Selling Stockholder will pay the expenses of
printing and distributing to the Underwriters all such documents.

(f) The Company will arrange for the qualification of the Offered
Securities for sale under the laws of such jurisdictions as CSFBC designates
and will continue such qualifications in effect so long as required for the
distribution.

(g) During the period of five years hereafter, the Company will furnish to
the Representatives and, upon request, to each of the other Underwriters, as
soon as practicable after the end of each fiscal year, a copy of its annual
report to stockholders for such year; and the Company will furnish to the
Representatives (i) as soon as available, a copy of each report and any
definitive proxy statement of the Company filed with the Commission under the
Securities Exchange Act of 1934 or mailed to stockholders, and (ii) from time
to time, such other information concerning the Company as CSFBC may reasonably
request.

-8-

<PAGE> 9

(h) The Company and the Selling Stockholder agree with the several
Underwriters that the Company and the Selling Stockholder will pay all expenses
incident to the performance of the obligations of the Company and the Selling
Stockholder, as the case may be, under this Agreement, for any filing fees and
other expenses (including fees and disbursements of counsel) incurred in
connection with qualification of the Offered Securities for sale under the laws
of such jurisdictions as CSFBC designates and the printing of memoranda
relating thereto, for the filing fee incident to, and the reasonable fees and
disbursements of counsel to the Underwriters in connection with, the review by
the National Association of Securities Dealers, Inc. of the Offered Securities,
for any travel expenses of the Company's officers and employees and any other
expenses of the Company in connection with attending or hosting meetings with
prospective purchasers of the Offered Securities, for any transfer taxes on the
sale by the Selling Stockholder of the Offered Securities to the Underwriters
and for expenses incurred in distributing preliminary prospectuses and the
Prospectus (including any amendments and supplements thereto) to the
Underwriters.

(i) The Selling Stockholder agrees to deliver to CSFBC, attention:
Transactions Advisory Group on or prior to the date of this Agreement a
properly completed and executed United States Treasury Department Form W-9 (or
other applicable form or statement specified by Treasury Department regulations
in lieu thereof).

(j) For a period of 180 days after the date of the initial public offering
of the Offered Securities, the Company will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, or file with the
Commission a registration statement under the Act relating to, any additional
shares of its Securities or securities convertible into or exchangeable or
exercisable for any shares of its Securities, or publicly disclose the
intention to make any such offer, sale, pledge, disposition or filing, without
the prior written consent of CSFBC, except that the Company may (i) issue
Securities pursuant to the conversion or exchange of convertible or
exchangeable securities or in exchange for the surrender or conversion of
promissory notes outstanding on the date hereof, (ii) make grants of employee
stock options pursuant to the terms of a plan in effect on the date hereof, and
issue Securities pursuant to the exercise of such options or the exercise of
any other stock options or warrants outstanding on the date hereof, (iii) issue
Securities to participants in any employee stock purchase plan in effect on the
date hereof, and (iv) file registration statements on Form S-8 with the
Commission registering the shares of Common Stock issuable under its stock
option and employee stock purchase plans in effect on the date hereof.

(k) During the 180-day period following the date of this offering (the
"LOCK-UP PERIOD"), the Company will (i) enforce the terms of each agreement
entered into by the Company and CSFBC and holders of Securities, including the
Selling Stockholder, that restrict the holders thereof from offering, selling,
contracting to sell, pledging or otherwise disposing of, directly or
indirectly, any such Securities (collectively, "LOCK-UP AGREEMENTS"), and (ii)
to the extent it has not already done so, issue stop-transfer instructions to
the transfer agent for the Securities with respect to any transaction or
contemplated transaction that would constitute a breach of or default under the
applicable Lock-up Agreement. In addition, except with the prior written
consent of CSFBC, the Company agrees during the Lock-up Period (i) not to amend
or terminate, or waive any right under, any Lock-up Agreement, or take any
other action that would directly or indirectly have the same effect as an
amendment or termination, or waiver of any right under any Lock-up Agreement,
that would permit any holder of Securities, or any securities convertible into,
or exercisable or exchangeable for Securities, to make any short sale of, grant
any option for the purpose of, or otherwise transfer or dispose of, any such
Securities or other securities, prior to the expiration of the Lock-up Period
and (ii) not to consent to any sale, short sale, grant of an option for the
purchase of, or other disposition or transfer of shares of Securities or
securities convertible into or exercisable or exchangeable for Securities,
subject to a Lock-up Agreement.

(l) In connection with the Directed Share Program, the Company will ensure
that the Directed Shares will be restricted to the extent required by the
National Association of Securities Dealers, Inc. (the "NASD") or the NASD rules
from sale, transfer, assignment, pledge or hypothecation for a period of three
months following the date of the effectiveness of the Registration Statement.
The Designated Underwriter will notify the Company as to which Participants
will need to be so restricted. The Company will direct the

-9-

<PAGE> 10

transfer agent to place stop transfer restrictions upon the securities held by
such Participants for such period of time.

(m) The Company will pay all fees and disbursements of counsel incurred by
the Underwriters in connection with the Directed Shares Program and stamp
duties, similar taxes or duties or other taxes, if any, incurred by the
underwriters in connection with the Directed Share Program.

Furthermore, the Company covenants with the Underwriters that the Company
will comply in all material respects with all applicable securities and other
applicable laws, rules and regulations in each foreign jurisdiction in which
the Directed Shares are offered in connection with the Directed Share Program.

6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholder herein, to
the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company and the Selling
Stockholder of their obligations hereunder and to the following additional
conditions precedent:

(a) The Representatives shall have received a letter, dated the date of
delivery thereof (which, if the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, shall be on
or prior to the date of this Agreement or, if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or post-effective
amendment to the registration statement to be filed shortly prior to such
Effective Time), of KMPG LLP confirming that they are independent public
accountants within the meaning of the Act and the applicable published Rules
and Regulations thereunder and stating to the effect that:

(i) in their opinion the financial statements and schedules examined
by them and included in the Registration Statements comply as to form in all
material respects with the applicable accounting requirements of the Act and
the related published Rules and Regulations;

(ii) on the basis of a reading of the latest available interim
financial statements of the Company, inquiries of officials of the Company who
have responsibility for financial and accounting matters and other specified
procedures, nothing came to their attention that caused them to believe that:

(A) at the date of the latest available balance sheet read by
such accountants, or at a subsequent specified date not more than three
business days prior to the date of such letter, there was any change in the
capital stock or any increase in short-term indebtedness or long-term debt of
the Company and its consolidated subsidiaries or, at the date of the latest
available balance sheet read by such accountants, there was any decrease in
consolidated net current assets or net assets, as compared with amounts shown
on the latest balance sheet included in the Prospectus; or

(B) for the period from the closing date of the latest income
statement included in the Prospectus to the closing date of the latest
available income statement read by such accountants there were any decreases,
as compared with the corresponding period of the previous year and with the
period of corresponding length ended the date of the latest income statement
included in the Prospectus, in consolidated revenue or in the total or per
share amounts of consolidated net income,

except in all cases set forth in clauses (A) and (B) above for
changes, increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and

-10-

<PAGE> 11

(iii) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information contained in
the Registration Statements (in each case to the extent that such dollar
amounts, percentages and other financial information are derived from the
general accounting records of the Company and its subsidiaries subject to the
internal controls of the Company's accounting system or are derived directly
from such records by analysis or computation) with the results obtained from
inquiries, a reading of such general accounting records and other procedures
specified in such letter and have found such dollar amounts, percentages and
other financial information to be in agreement with such results, except as
otherwise specified in such letter.

For purposes of this subsection, (i) if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, "REGISTRATION STATEMENTS" shall mean the initial registration
statement as proposed to be amended by the amendment or post-effective
amendment to be filed shortly prior to its Effective Time, (ii) if the
Effective Time of the Initial Registration Statement is prior to the execution
and delivery of this Agreement but the Effective Time of the Additional
Registration is subsequent to such execution and delivery, "REGISTRATION
STATEMENTS" shall mean the Initial Registration Statement and the additional
registration statement as proposed to be filed or as proposed to be amended by
the post-effective amendment to be filed shortly prior to its Effective Time,
and (iii) "PROSPECTUS" shall mean the prospectus included in the Registration
Statements.

(b) If the Effective Time of the Initial Registration Statement is not
prior to the execution and delivery of this Agreement, such Effective Time
shall have occurred not later than 10:00 P.M., New York time, on the date of
this Agreement or such later date as shall have been consented to by CSFBC. If
the Effective Time of the Additional Registration Statement (if any) is not
prior to the execution and delivery of this Agreement, such Effective Time
shall have occurred not later than 10:00 P.M., New York time, on the date of
this Agreement or, if earlier, the time the Prospectus is printed and
distributed to any Underwriter, or shall have occurred at such later date as
shall have been consented to by CSFBC. If the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this
Agreement, the Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 5(a) of this Agreement.
Prior to such Closing Date, no stop order suspending the effectiveness of a
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Selling
Stockholder, the Company or the Representatives, shall be contemplated by the
Commission.

(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development or event involving a
prospective change, in the condition (financial or other), business, properties
or results of operations of the Company and its subsidiaries taken as a whole
which, in the judgment of a majority in interest of the Underwriters including
the Representatives, is material and adverse and makes it impractical or
inadvisable to proceed with completion of the public offering or the sale of
and payment for the Offered Securities; (ii) any material suspension or
material limitation of trading in securities generally on The New York Stock
Exchange, or any setting of minimum prices for trading on such exchange, or any
suspension of trading of any securities of the Company on any exchange or in
the over-the-counter market; (iii) any banking moratorium declared by U.S.
Federal or New York authorities; or (iv) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
Congress or any other substantial national or international calamity or
emergency if, in the judgment of a majority in interest of the Underwriters
including the Representatives, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the public offering or the sale of and payment for
the Offered Securities.

(d) The Representatives shall have received an opinion, dated such Closing
Date, of Hale and Dorr LLP, counsel for the Company, to the effect that:

(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties

-11-

<PAGE> 12

and conduct its business as described in the Prospectus; and the Company is
duly qualified to do business as a foreign corporation in good standing in
Maryland and California;

(ii) OTG Sales, Inc. has been duly incorporated and is an existing
corporation in good standing under the laws of the jurisdiction of its
incorporation, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus; and is duly qualified to
do business as a foreign corporation in good standing in Maryland; all of the
issued and outstanding capital stock of OTG Sales, Inc. has been duly
authorized and validly issued and is fully paid and nonassessable, and the
capital stock of each subsidiary owned by the Company, directly or through
subsidiaries, is owned of record by the Company;

(iii) The Offered Securities delivered on such Closing Date and all
other outstanding shares of the Common Stock of the Company have been duly
authorized, (or, in the case of the Offered Securities offered by the Company,
when paid for in accordance with the terms of this Agreement, will be) validly
issued, fully paid and nonassessable and conform to the description thereof
contained in the Prospectus; and the stockholders of the Company have no
preemptive rights with respect to the Offered Securities under the Delaware
General Corporation Law statute, the Company's Certificate of Incorporation or
By-laws or, to such counsel's knowledge, any agreement to which the Company is
a party;

(iv) Except as described in the Prospectus, and except for rights with
respect to this offering which have been duly waived, there are no contracts,
agreements or understandings known to such counsel between the Company and any
person granting such person the right to require the Company to file a
registration statement under the Act with respect to any securities of the
Company owned or to be owned by such person or to require the Company to
include such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Company under the Act;

(v) The Company is not and, after giving effect to the offering and
sale of the Offered Securities and the application of the proceeds thereof as
described in the Prospectus, will not be an "investment company" as defined in
the Investment Company Act of 1940.

(vi) No consent, approval, authorization or order of, or filing with,
any governmental agency or body or any court is required to be obtained or made
by the Company or, to the knowledge of such counsel, the Selling Stockholder,
for the consummation of the transactions contemplated by this Agreement or the
Custody Agreement in connection with the sale of the Offered Securities, except
such as have been obtained and made under the Act and such as may be required
under state securities laws;

(vii) The execution, delivery and performance of this Agreement and
the issuance and sale of the Offered Securities by the Company (other than the
Company's performance of its indemnification, contribution or reimbursement
obligations) will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, (A) any statute, any rule, or
regulation of any governmental agency or body, (B) to the knowledge of such
counsel, any order of any governmental agency or body or any court having
jurisdiction over the Company or any subsidiary of the Company or any of their
properties specifically naming the Company, or (C) any agreement or instrument
to which the Company or any such subsidiary is a party or by which the Company
or any such subsidiary is bound or to which any of the properties of the
Company or any such subsidiary is subject and which is filed as an exhibit to
the Registration Statement, or (D) the Certificate of Incorporation or By-laws
of the Company or OTG Sales, Inc., and the Company has full power and authority
to authorize, issue and sell the Offered Securities as contemplated by this
Agreement;

(viii) The Initial Registration Statement was declared effective under
the Act as of the date and time specified in such opinion, the Additional
Registration Statement (if any) was filed and became effective under the Act as
of the date and time (if determinable) specified in such opinion, the
Prospectus either was filed with the Commission pursuant to the subparagraph of
Rule 424(b) specified in such opinion

-12-

<PAGE> 13

on the date specified therein or was included in the Initial Registration
Statement or the Additional Registration Statement (as the case may be), and,
to the knowledge of such counsel, no stop order suspending the effectiveness of
a Registration Statement or any part thereof has been issued and no proceedings
for that purpose have been instituted or are pending or threatened under the
Act, and each Registration Statement and the Prospectus, and each amendment or
supplement thereto, as of their respective effective or issue dates (and in
each case except as to the financial statements, including the notes and
schedules thereto, or any other financial or accounting information, or
information relating to the Underwriters or the method of distribution of the
Offered Securities by the Underwriters included therein, complied as to form in
all material respects with the requirements of the Act and the Rules and
Regulations; and such counsel do not know of any legal or governmental
proceedings to which the Company is a party or to which the property of the
Company is subject that would be required to be described in a Registration
Statement or the Prospectus which are not described as required or of any
contracts or documents of a character required to be described in a
Registration Statement or the Prospectus or to be filed as exhibits to a
Registration Statement which are not described and filed as required;

(ix) This Agreement has been duly authorized, executed and delivered
by the Company;

(x) The statements set forth under the heading "Description of Capital
Stock" in the Prospectus, insofar as such statements purport to summarize
documents referred to therein or matters of law, are accurate summaries and
fairly present in all material respects the information called for with respect
to such statements;

(xi) Insofar as factual matters with respect to the Optional
Securities to be sold by the Selling Stockholder are concerned, based solely
upon certificates of such Selling Stockholder and the representations and
warranties of the Selling Stockholder in the Custody Agreement and this
Agreement, which such counsel has no reason to believe are inaccurate, no
consent, approval, authorization or order of any court or governmental agency
or body is required for the consummation of the transactions contemplated by
this Agreement, except such as have been obtained under the Act and such as may
be required under state securities or blue sky laws in connection with the
purchase and distribution of the Optional Securities by the Underwriters;

(xii) Insofar as factual matters with respect to the Optional
Securities to be sold by the Selling Stockholder are concerned, based solely
upon certificates of the Selling Stockholder and the representations and
warranties of the Selling Stockholder in the Custody Agreement and this
Agreement, which such counsel have no reason to believe are inaccurate, the
execution, delivery and performance of the Custody Agreement and this Agreement
and the consummation of the transactions therein and herein contemplated will
not result in a breach or violation of any terms and provisions of, or
constitute a default under, (A) any statute, any rule, or any regulation of any
governmental agency or body, (B) to the knowledge of such counsel, any order of
any governmental agency or body or any court having jurisdiction over such
Selling Stockholder or any of his properties and specifically naming the
Selling Stockholder, or (C) any agreement or instruments to which such Selling
Stockholder is a party or by which such Selling Stockholder is bound or by
which any of the properties of such Selling Stockholder is subject and of which
such counsel has knowledge;

(xiii) Insofar as factual matters with respect to the Optional
Securities to be sold by the Selling Stockholder are concerned, based solely
upon stock certificates of the Selling Stockholder, which such counsel has no
reason to believe are inaccurate, each of this Agreement, the Custody Agreement
and the power of attorney entered into by the Selling Stockholder in connection
with the sale of shares hereunder ("POWER OF ATTORNEY") has been duly executed
and delivered by or on behalf of the Selling Stockholder and that the Custody
Agreement and the Power of Attorney constitute valid and legally binding
obligations of the Selling Stockholder enforceable in accordance with their
terms, except for any obligations relating to indemnification and contribution,
and subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

-13-

<PAGE> 14

(xiv) Insofar as factual matters with respect to the Offered
Securities to be sold by the Selling Stockholder are concerned, based solely
upon stock certificates of the Selling Stockholder, the Selling Stockholder has
full right, power and authority to sell the Optional Securities delivered by
such Selling Stockholder on any Optional Closing Date; and

(xv) Upon the Underwriters obtaining control of the Offered Securities
to be sold by the Selling Stockholder, and assuming the Underwriters purchased
such Offered Securities for value and without notice of any adverse claim to
such Offered Securities within the meaning of Section 8-102 of the Uniform
Commercial Code, the Underwriters will have acquired all rights of the Selling
Stockholder in such Offered Securities free of any adverse claim.

In addition, such counsel shall state that, in connection with the
preparation of the Registration Statement and the Prospectus, they have
participated in conferences with officers and representatives of the Company,
counsel for the Underwriters and the independent accountants of the Company, at
which conferences they made inquiries of such persons and others and discussed
the contents of the Registration Statement and the Prospectus; that while the
limitations inherent in the independent verification of factual matters and the
character of determinations involved in the registration process are such that
they are not passing upon and do not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, subject to the foregoing and based on
such participation, inquiries and discussions, no facts have come to their
attention which have caused them to believe that the Registration Statement, as
of the Effective Date (but after giving effect to changes incorporated pursuant
to Rule 430A under the Act), contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading, that the
Prospectus, as of the date it was filed with the Commission pursuant to Rule
424(b)(4) under the Act, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading (except that they express no such view with respect to the financial
statements, including the notes and schedules thereto, or any other financial
or accounting information, or that the Registration Statement or the
Prospectus, as of the date of such opinion, contained any untrue statement of a
material fact or omitted to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading (except that they express no such view with respect to the
financial statements, including the notes and schedules thereto, or any other
financial information.

Furthermore, on each Optional Closing Date, the Representatives shall have
received an opinion, dated such Optional Closing Date, of Hale and Dorr LLP,
counsel for the Selling Stockholder, representations set forth in this Section
7(d)(xi) through (xv).

(e) The Representatives shall have received from Piper Marbury Rudnick &
Wolfe LLP, counsel for the Underwriters, such opinion or opinions, dated such
Closing Date, with respect to the incorporation of the Company, the validity of
the Offered Securities delivered on such Closing Date, the Registration
Statements, the Prospectus and other related matters as the Representatives may
require, and the Selling Stockholder and the Company shall have furnished to
such counsel such documents as they request for the purpose of enabling them to
pass upon such matters.

(f) The Representatives shall have received a certificate, dated such
Closing Date, of the President or any Vice President and a principal financial
or accounting officer of the Company in which such officers, to the best of
their knowledge after reasonable investigation, shall state on behalf of the
Company that: the representations and warranties of the Company in this
Agreement are true and correct; the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to such Closing Date; no stop order suspending the effectiveness of
any Registration Statement has been issued and, to their knowledge, no
proceedings for that purpose have been instituted or are threatened by the
Commission; the Additional Registration Statement (if any) satisfying the
requirements of

-14-

<PAGE> 15

subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b),
including payment of the applicable filing fee in accordance with Rule 111(a)
or (b) under the Act, prior to the time the Prospectus was printed and
distributed to any Underwriter; and, subsequent to the date of the most recent
financial statements in the Prospectus, there has been no material adverse
change, nor any development or event involving a prospective material adverse
change, in the condition (financial or other), business, properties or results
of operations of the Company and its subsidiaries taken as a whole except as
set forth in or contemplated by the Prospectus or as described in such
certificate.

(g) The Representatives shall have received a letter, dated such Closing
Date, of KPMG LLP which meets the requirements of subsection (a) of this
Section, except that the specified date referred to in such subsection will be
a date not more than three days prior to such Closing Date for the purposes of
this subsection.

The Selling Stockholder and the Company will furnish the Representatives
with such conformed copies of such opinions, certificates, letters and
documents as the Representatives reasonably request. CSFBC may in its sole
discretion waive on behalf of the Underwriters compliance with any conditions
to the obligations of the Underwriters hereunder, whether in respect of an
Optional Closing Date or otherwise.

7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, directors and officers and each
person, if any, who controls such Underwriter within the meaning of Section 15
of the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (c) below; and provided, further,
that with respect to any untrue statement or alleged untrue statement in or
omission or alleged omission from any preliminary prospectus the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of
any Underwriter from whom the person asserting any such losses, claims, damages
or liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
such Underwriter under the Act in connection with such purchase and any such
loss, claim, damage or liability of such Underwriter results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities to such person, a copy of
the Prospectus if the Company had previously furnished copies thereof to such
Underwriter.

The Company agrees to indemnify and hold harmless the Designated
Underwriter and each person, if any, who controls the Designated Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act (the "DESIGNATED ENTITIES"), from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (i) caused by any untrue statement or
alleged untrue statement of a material fact contained in any material (A)
prepared by the Company or (B) prepared with the consent of the Company and
which material, as prepared by such party other than the Company, was approved
by the Company, for distribution to Participants in connection with the
Directed Share Program or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; (ii) caused by the

-15-

<PAGE> 16

failure of any Participant to pay for and accept delivery of Directed Shares
that the Participant agreed to purchase; or (iii) related to, arising out of,
or in connection with the Directed Share Program, other than losses, claims,
damages or liabilities (or expenses relating thereto) that are finally
judicially determined to have resulted from the bad faith or gross negligence
of the Designated Entities.

(b) The Selling Stockholder will indemnify and hold harmless each
Underwriter, its partners, directors and officers and each person who controls
such Underwriter within the meaning of Section 15 of the Act, against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the Selling
Stockholder will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with written
information furnished to the Company by an Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (c) below relating to any
information regarding the Selling Stockholder; and provided, further, that with
respect to any untrue statement or alleged untrue statement in or omission or
alleged omission from any preliminary prospectus the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or
liabilities purchased the Offered Securities concerned, to the extent that a
prospectus relating to such Offered Securities was required to be delivered by
such Underwriter under the Act in connection with such purchase and any such
loss, claim, damage or liability of such Underwriter results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Offered Securities to such person, a copy of
the Prospectus if the Company had previously furnished copies thereof to such
Underwriter; and provided, further, that the liability of the Selling
Stockholder under this subsection shall be limited to an amount equal to the
aggregate net proceeds received by the Selling Stockholder from the sale of the
Optional Securities sold by the Selling Stockholder hereunder.

(c) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the Act, and the
Selling Stockholder against any losses, claims, damages or liabilities to which
the Company or the Selling Stockholder may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Underwriter through the Representatives specifically for use therein, and
will reimburse any legal or other expenses reasonably incurred by the Company
and the Selling Stockholder in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred, it
being understood and agreed that the only such information furnished by any
Underwriter consists of (i) the following information in the Prospectus
furnished on behalf of each Underwriter: the concession and reallowance figures
appearing in the fourth paragraph under the caption "Underwriting" and (ii) the
information contained in the second sentence of the sixth paragraph, and the
seventh, eighth and fourteenth paragraphs under the caption "Underwriting."

-16-

<PAGE> 17

(d) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a), (b) or (c) above, except to the extent the
indemnifying party is prejudiced as a result of such omission. In case any such
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. Notwithstanding anything contained herein to the
contrary, if indemnity may be sought pursuant to the last paragraph in Section
7 (a) hereof in respect of such action or proceeding, then in addition to such
separate firm for the indemnified parties, the indemnifying party shall be
liable for the reasonable fees and expenses of not more than one separate firm
(in addition to any local counsel) for the Designated Underwriter for the
defense of any losses, claims, damages and liabilities arising out of the
Directed Share Program, and all persons, if any, who control the Designated
Underwriter within the meaning of either Section 15 of the Act of Section 20 of
the Exchange Act. No indemnifying or indemnified party shall, without the prior
written consent of the other party, effect any settlement of any pending or
threatened action in respect of which any other party is or could have been at
the time of such settlement a party and indemnity could have been sought
hereunder by such other party, unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of such other party.

(e) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a), (b) or
(c) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a), (b) or (c) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Stockholder on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Stockholder on
the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Selling Stockholder on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company and the Selling Stockholder bear to the total
underwriting discounts and commissions received by the Underwriters (it being
understood that, with respect to the Selling Stockholder, only the net proceeds
received by the Selling Stockholder in connection with his sale of Optional
Securities hereunder shall be included for purposes of determining the relative
benefit to the Selling Stockholder). The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, the Selling
Stockholder or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission and the Selling Stockholder shall not be required to
contribute any amount in excess of the amount by which the net proceeds to him
of the Optional Securities sold by him hereunder exceeds the amount of any
damages which he has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (e) shall be deemed to
include any legal or other expenses reasonably incurred by such

-17-

<PAGE> 18

indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (e). Notwithstanding the
provisions of this subsection (e), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (e) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

(f) The obligations of the Company and the Selling Stockholder under this
Section shall be in addition to any liability which the Company and the Selling
Stockholder may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company, to each officer of the Company who has signed a
Registration Statement and to each person, if any, who controls the Company
within the meaning of the Act.

8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed
to purchase does not exceed 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing
Date, CSFBC may make arrangements satisfactory to the Company and the Selling
Stockholder for the purchase of such Offered Securities by other persons,
including any of the Underwriters, but if no such arrangements are made by such
Closing Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Underwriters agreed but failed to purchase on
such Closing Date. If any Underwriter or Underwriters so default and the
aggregate number of shares of Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to CSFBC and the Company and the Selling
Stockholder for the purchase of such Offered Securities by other persons are
not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter or the Company
or the Selling Stockholder, except as provided in Section 9 (provided that if
such default occurs with respect to Optional Securities after the First Closing
Date, this Agreement will not terminate as to the Firm Securities or any
Optional Securities purchased prior to such termination). As used in this
Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
the Selling Stockholder, of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, the Selling
Stockholder, the Company or any of their respective representatives, officers
or directors or any controlling person, and will survive delivery of and
payment for the Offered Securities. If this Agreement is terminated pursuant to
Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company and the Selling Stockholder shall
remain responsible for the expenses to be paid or reimbursed by them pursuant
to Section 5 and the respective obligations of the Company, the Selling
Stockholder, and the Underwriters pursuant to Section 7 shall remain in effect,
and if any Offered Securities have been purchased hereunder the representations
and warranties in Section 2 and all obligations under Section 5 shall also
remain in effect. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event
specified in clause (ii),

-18-

<PAGE> 19

(iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholder
will, jointly and severally, reimburse the Underwriters for all out-of-pocket
expenses (including fees and disbursements of counsel) reasonably incurred by
them in connection with the offering of the Offered Securities.

10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking
Department--Transactions Advisory Group, or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 6701 Democracy
Boulevard, Suite 800, Bethesda, Maryland 20817, Attention: Richard A. Kay, or,
if sent to the Selling Stockholder, will be mailed, delivered or telegraphed
and confirmed to him at the same address as that for the Company; provided,
however, that any notice to an Underwriter pursuant to Section 7 will be
mailed, delivered or telegraphed and confirmed to such Underwriter.

11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto, their personal representatives and respective
successors and the officers and directors and controlling persons referred to
in Section 7, and no other person will have any right or obligation hereunder.

12. Representation of Underwriters. The Representatives will act for the
several Underwriters in connection with the transactions contemplated by this
Agreement, and any action under this Agreement taken by the Representatives,
jointly or by CSFBC, will be binding upon all the Underwriters.

13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

-19-

<PAGE> 20

If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Selling
Stockholder, the Company and the several Underwriters in accordance with its
terms.

Very truly yours,

................................................
------------------------------------------------
Richard A. Kay

OTG SOFTWARE, INC.

By........................................
----------------------------------------
Name:
Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
SG COWEN SECURITIES CORPORATION
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

Acting on behalf of themselves and as the Representatives of the
several Underwriters

By CREDIT SUISSE FIRST BOSTON CORPORATION

By...........................
---------------------------
Name:
Title:

-20-

<PAGE> 21

SCHEDULE A

<TABLE>
<CAPTION>
TOTAL
NUMBER OF
FIRM
SECURITIES
TO BE
UNDERWRITER PURCHASED
----------- ----------
<S> <C>
Credit Suisse First Boston Corporation...........
Deutsche Bank Securities Inc. ...................
SG Cowen Securities Corporation..................
Friedman, Billings, Ramsey & Co., Inc. ..........

Total............................ ==========
</TABLE>

-21-

<PAGE> 1
EXHIBIT 4.1

OTG [OTG LOGO]

<TABLE>
<S> <C> <C>
OTG SOFTWARE, INC.
COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 671059 10 3
$.01 PAR VALUE PER SHARE SEE REVERSE FOR CERTAIN DEFINITIONS
</TABLE>

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
OTG SOFTWARE, INC.

(the "Corporation"), transferable on the books of the Corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.
This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed in facsimile by its duly authorized officers and its Corporate Seal to be
hereunto affixed.

Dated:

[SIGNATURE] [OTG CORPORATE SEAL] /s/ Richard Kay
SECRETARY PRESIDENT

Countersigned and Registered:
EQUISERVE TRUST COMPANY, N.A.
Transfer Agent
By: and Registrar

Authorized Signature
<PAGE> 2

The corporation has more than one class or series of stock authorized to be
issued. The corporation will furnish without charge to each stockholder upon
written request a copy of the full text of the preferences, voting powers,
qualifications and special and relative rights of the shares of each class or
series of stock authorized to be issued by the corporation as set forth in the
Certificate of Incorporation of the corporation and amendments thereto filed
with the Secretary of State of Delaware.

The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<S> <C>

TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian
------------ --------------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right of Act
survivorship and not as tenants ----------------------------------
in common (State)

UNIF TRANS MIN ACT- Custodian
------------ --------------
(Cust) (Minor)
under Uniform Transfers to Minors
Act
--------------------------------
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto
-----------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
INDENTIFYING NUMBER OF ASSIGNEE

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

- --------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee

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

- --------------------------------------------------------------------------Shares

of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
----------------------------------------------

- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

Dated,
---------------------------

--------------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written upon
the face of the Certificate, in every
particular, without alteration or
enlargement, or any change whatever.

Signature(s) Guaranteed:

----------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

<PAGE> 1

EXHIBIT 5.1

[Hale and Dorr Letterhead]

March ___, 2000

OTG Software, Inc.
6701 Democracy Boulevard, Suite 800
Bethesda, MD 20817

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (File No. 333-93581) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of an aggregate of 4,600,000 shares of Common Stock, $.01 par value per share
(the "Shares"), of OTG Software, Inc., a Delaware corporation (the "Company"),
of which (i) 4,000,000 Shares will be issued and sold by the Company and (ii)
the remaining 600,000 Shares may be sold by a stockholder of the Company (the
"Selling Stockholder") upon exercise of an over-allotment option granted by the
Selling Stockholder.

The Shares are to be sold by the Company and the Selling Stockholder
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into by and among the Company, the Selling Stockholder and Credit Suisse
First Boston Corporation, Deutsche Bank Securities Inc., SG Cowen Securities
Corporation and Friedman, Billings, Ramsey & Co., Inc., as representatives of
the several underwriters named in the Underwriting Agreement, the form of which
has been filed as Exhibit 1 to the Registration Statement.

We are acting as counsel for the Company in connection with the sale
by the Company and the Selling Stockholder of the Shares. We have examined
signed copies of the Registration Statement as filed with the Commission. We
have also examined and relied upon the Underwriting Agreement, minutes of
meetings of the stockholders and the Board of Directors of the Company as
provided to us by the Company, stock record books of the Company as provided to
us by the Company, the Certificate of Incorporation and By-Laws of the Company,
each as restated and/or amended to date, and such other documents as we have
deemed necessary for purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

Our opinion in clause (ii) below, insofar as it relates to the
Selling Stockholders' shares being fully paid, is based solely on a certificate
of the Chief Financial Officer of the Company

<PAGE> 2
OTG Software, Inc.
March ___, 2000
Page 2

confirming the Company's receipt of the consideration called for by the
applicable resolutions authorizing the issuance of such shares.

We assume that the appropriate action will be taken, prior to the
offer and sale of the Shares in accordance with the Underwriting Agreement, to
register and qualify the Shares for sale under all applicable state securities
or "blue sky" laws.

We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the Commonwealth of Massachusetts, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.

Based upon and subject to the foregoing, we are of the opinion that
(i) the Shares to be issued and sold by the Company have been duly authorized
for issuance and, when such Shares are issued and paid for in accordance with
the terms and conditions of the Underwriting Agreement, such Shares will be
validly issued, fully paid and nonassessable and (ii) the Shares to be sold by
the Selling Stockholder have been duly authorized and are validly issued, fully
paid and nonassessable.

It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.

Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of
our name therein and in the related Prospectus under the caption "Legal
Matters". In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.

Very truly yours,

HALE AND DORR LLP

<PAGE> 1
EXHIBIT 10.2

OTG SOFTWARE, INC.

2000 STOCK INCENTIVE PLAN

1. Purpose

The purpose of this 2000 Stock Incentive Plan (the "Plan") of OTG Software,
Inc., a Delaware corporation (the "Company"), is to advance the interests of the
Company's stockholders by enhancing the Company's ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to
the Company by providing such persons with equity ownership opportunities and
performance-based incentives and thereby better aligning the interests of such
persons with those of the Company's stockholders. Except where the context
otherwise requires, the term "Company" shall include any of the Company's
present or future subsidiary corporations as defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the "Code").

2. Eligibility

All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

3. Administration, Delegation

(a) Administration by Board of Directors. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

(b) Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

<PAGE> 2

(c) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.

4. Stock Available for Awards

(a) Number of Shares. Subject to adjustment under Section 8, Awards may be
made under the Plan for up to 1,000,000 shares of common stock, par value $0.01
per share, of the Company (the "Common Stock").

(b) The number of shares of Common Stock available for issuance under the
Plan shall automatically increase on the first trading day of each calendar
year, beginning with the 2001 calendar year and continuing through the term of
this Plan, by an amount equal to three percent (3%) of the shares of Common
Stock outstanding on the last trading day of the preceding calendar year;
provided, however, that in no event shall any such annual increase exceed
1,000,000 shares.

(c) If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

5. Stock Options

(a) General. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

(b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

(c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price of all Incentive Stock Options shall
not be less than 100% of the fair market value

2
<PAGE> 3

of the Common Stock, as determined by the Board, at the time the Incentive Stock
Option is granted.

(d) Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.

(e) Exercise of Option. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

(3) when the Common Stock is registered under the Exchange Act, by
delivery of shares of Common Stock owned by the Participant valued at their fair
market value as determined by (or in a manner approved by) the Board in good
faith ("Fair Market Value"), provided (i) such method of payment is then
permitted under applicable law and (ii) such Common Stock was owned by the
Participant at least six months prior to such delivery;

(4) payment of such other lawful consideration as the Board may
determine; or

(5) by any combination of the above permitted forms of payment.

6. Restricted Stock

(a) Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

(b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the

3
<PAGE> 4

issue price, if any. Any stock certificates issued in respect of a Restricted
Stock Award shall be registered in the name of the Participant and, unless
otherwise determined by the Board, deposited by the Participant, together with a
stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

7. Other Stock-Based Awards

The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.

8. Adjustments for Changes in Common Stock and Certain Other Events

(a) Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock, other than a normal
cash dividend and other than the stock split declared by the Board on January
18, 2000, (i) the number and class of securities available under this Plan, (ii)
the number and class of securities and exercise price per share subject to each
outstanding Option, (iii) the repurchase price per share subject to each
outstanding Restricted Stock Award, and (iv) the terms of each other outstanding
Award shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c)
shall be applicable to such event, and this Section 8(a) shall not be
applicable.

(b) Liquidation or Dissolution. In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

(1) Definitions

(a) An "Acquisition Event" shall mean:

4
<PAGE> 5

(i) any merger or consolidation of the Company with or into
another entity as a result of which the Common Stock is
converted into or exchanged for the right to receive
cash, securities or other property; or

(ii) any exchange of shares of the Company for cash,
securities or other property pursuant to a statutory
share exchange transaction.

(b) A "Change in Control Event" shall mean:

(i) the acquisition by an individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
of any capital stock of the Company if, after such
acquisition, such Person beneficially owns (within the
meaning of Rule 13d-3 promulgated under the Exchange
Act) more than 50% of either (x) the then-outstanding
shares of common stock of the Company (the "Outstanding
Company Common Stock") or (y) the combined voting power
of the then-outstanding securities of the Company
entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a
Change in Control Event: (A) any acquisition directly
from the Company (excluding an acquisition pursuant to
the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for
common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging
such security acquired such security directly from the
Company or an underwriter or agent of the Company), (B)
any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, (C) any
acquisition by any corporation pursuant to a Business
Combination (as defined below) which complies with
clauses (x) and (y) of subsection (iii) of this
definition, or (D) any acquisition by Richard Kay (the
"Exempt Person") of any shares of Common Stock; or

(ii) such time as the Continuing Directors (as defined
below) do not constitute a majority of the Board (or,
if applicable, the Board of Directors of a successor
corporation to the

5
<PAGE> 6

Company), where the term "Continuing Director"
means at any date a member of the Board (x) who
was a member of the Board on the date of the
initial adoption of this Plan by the Board or (y)
who was nominated or elected subsequent to such
date by at least a majority of the directors who
were Continuing Directors at the time of such
nomination or election or whose election to the
Board was recommended or endorsed by at least a
majority of the directors who were Continuing
Directors at the time of such nomination or
election; provided, however, that there shall be
excluded from this clause (y) any individual whose
initial assumption of office occurred as a result
of an actual or threatened election contest with
respect to the election or removal of directors or
other actual or threatened solicitation of proxies
or consents, by or on behalf of a person other
than the Board; or

(iii) the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share
exchange involving the Company or a sale or other
disposition of all or substantially all of the assets
of the Company (a "Business Combination"), unless,
immediately following such Business Combination, each
of the following two conditions is satisfied: (x) all
or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business
Combination beneficially own, directly or indirectly,
more than 50% of the then-outstanding shares of common
stock and the combined voting power of the
then-outstanding securities entitled to vote generally
in the election of directors, respectively, of the
resulting or acquiring corporation in such Business
Combination (which shall include, without limitation, a
corporation which as a result of such transaction owns
the Company or substantially all of the Company's
assets either directly or through one or more
subsidiaries) (such resulting or acquiring corporation
is referred to herein as the "Acquiring Corporation")
in substantially the same proportions as their
ownership of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, respectively,
immediately prior to such Business Combination and (y)
no Person (excluding the Acquiring Corporation or any
employee benefit plan (or related trust) maintained or
sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly,
20% or more of the then-outstanding shares of common
stock of the Acquiring Corporation, or of the combined
voting power of the then-outstanding securities of such
corporation

6
<PAGE> 7

entitled to vote generally in the election of directors
(except to the extent that such ownership existed prior
to the Business Combination).

(2) Effect on Options

(a) Acquisition Event. Upon the occurrence of an Acquisition
Event (regardless of whether such event also constitutes a
Change in Control Event), or the execution by the Company of
any agreement with respect to an Acquisition Event
(regardless of whether such event will result in a Change in
Control Event), the Board shall provide that all outstanding
Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or
an affiliate thereof); provided that if such Acquisition
Event also constitutes a Change in Control Event, except to
the extent specifically provided to the contrary in the
instrument evidencing any Option or any other agreement
between a Participant and the Company (A) one-half of the
number of shares subject to the Option which were not
already vested shall be exercisable upon the occurrence of
such Acquisition Event and, the remaining one-half of such
number of shares shall continue to become vested in
accordance with the original vesting schedule set forth in
such option, with one-half of the number of shares that
would otherwise have first become vested becoming so vested
on each subsequent vesting date in accordance with the
original schedule. For purposes hereof, an Option shall be
considered to be assumed if, following consummation of the
Acquisition Event, the Option confers the right to purchase,
for each share of Common Stock subject to the Option
immediately prior to the consummation of the Acquisition
Event, the consideration (whether cash, securities or other
property) received as a result of the Acquisition Event by
holders of Common Stock for each share of Common Stock held
immediately prior to the consummation of the Acquisition
Event (and if holders were offered a choice of
consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common
Stock); provided, however, that if the consideration
received as a result of the Acquisition Event is not solely
common stock of the acquiring or succeeding corporation (or
an affiliate thereof), the Company may, with the consent of
the acquiring or succeeding corporation, provide for the
consideration to be received upon the exercise of Options to
consist solely of common stock of the acquiring or
succeeding corporation (or an affiliate thereof) equivalent
in fair market value to the per share consideration received
by holders of

7
<PAGE> 8

outstanding shares of Common Stock as a result of the
Acquisition Event.

Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an affiliate thereof) does not
agree to assume, or substitute for, such Options, then the
Board shall, upon written notice to the Participants,
provide that all then unexercised Options will become
exercisable in full as of a specified time prior to the
Acquisition Event and will terminate immediately prior to
the consummation of such Acquisition Event, except to the
extent exercised by the Participants before the consummation
of such Acquisition Event; provided, however, that in the
event of an Acquisition Event under the terms of which
holders of Common Stock will receive upon consummation
thereof a cash payment for each share of Common Stock
surrendered pursuant to such Acquisition Event (the
"Acquisition Price"), then the Board may instead provide
that all outstanding Options shall terminate upon
consummation of such Acquisition Event and that each
Participant shall receive, in exchange therefor, a cash
payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of
Common Stock subject to such outstanding Options (whether or
not then exercisable), exceeds (B) the aggregate exercise
price of such Options.

(b) Change in Control Event that is not an Acquisition Event.
Upon the occurrence of a Change in Control Event that does
not also constitute an Acquisition Event, except to the
extent specifically provided to the contrary in the
instrument evidencing any Option or any other agreement
between a Participant and the Company, the vesting schedule
of such Option shall be accelerated in part so that one-half
of the number of shares that would otherwise have first
become vested on any date after the date of the Change in
Control Event shall immediately become exercisable. The
remaining one-half of such number of shares shall continue
to become vested in accordance with the original vesting
schedule set forth in such Option, with one-half of the
number of shares that would otherwise have first become
vested becoming so vested on each subsequent vesting date in
accordance with the original schedule.

(3) Effect on Restricted Stock Awards

(a) Acquisition Event that is not a Change in Control Event.
Upon the occurrence of an Acquisition Event that is not a
Change in Control Event, the repurchase and other rights of
the Company under each

8
<PAGE> 9

outstanding Restricted Stock Award shall inure to the
benefit of the Company's successor and shall apply to the
cash, securities or other property which the Common Stock
was converted into or exchanged for pursuant to such
Acquisition Event in the same manner and to the same extent
as they applied to the Common Stock subject to such
Restricted Stock Award.

(b) Change in Control Event. Upon the occurrence of a Change in
Control Event (regardless of whether such event also
constitutes an Acquisition Event), except to the extent
specifically provided to the contrary in the instrument
evidencing any Restricted Stock Award or any other agreement
between a Participant and the Company, the vesting schedule
of all Restricted Stock Awards shall be accelerated in part
so that one-half of the number of shares that would
otherwise have first become free from conditions or
restrictions on any date after the date of the Change in
Control Event shall immediately become free from conditions
or restrictions. Subject to the following sentence, the
remaining one-half of such number of shares shall continue
to become free from conditions or restrictions in accordance
with the original schedule set forth in such Restricted
Stock Award, with one-half of the number of shares that
would otherwise have first become free from conditions or
restrictions becoming free from conditions or restrictions
on each subsequent vesting date in accordance with the
original schedule.

(4) Effect on Other Awards

(a) Acquisition Event that is not a Change in Control Event. The
Board shall specify the effect of an Acquisition Event that
is not a Change in Control Event on any other Award granted
under the Plan at the time of the grant of such Award.

(b) Change in Control Event. Upon the occurrence of a Change in
Control Event (regardless of whether such event also
constitutes an Acquisition Event), except to the extent
specifically provided to the contrary in the instrument
evidencing any Award or any other agreement between a
Participant and the Company, the vesting schedule of all
other Awards shall be accelerated in part so that one-half
of the number of shares that would otherwise have first
become exercisable, realizable, vested or free from
conditions or restrictions on any date after the date of the
Change in Control Event shall immediately become
exercisable, realizable, vested or free from conditions or
restrictions. Subject to the following sentence, the
remaining one-half of such number of shares shall

9
<PAGE> 10

continue to become exercisable, realizable, vested or free
from conditions or restrictions in accordance with the
original schedule set forth in such Award, with one-half of
the number of shares that would otherwise have first become
exercisable, realizable, vested or free from conditions or
restrictions becoming so exercisable, realizable, vested or
free from conditions or restrictions on each subsequent
vesting date in accordance with the original schedule.

(5) Limitations. Notwithstanding the foregoing provisions of this
Section 8(c), if the Change in Control Event is intended to be accounted for as
a "pooling of interests" for financial accounting purposes, and if the
acceleration to be effected by the foregoing provisions of this Section 8(c)
would preclude accounting for the Change in Control Event as a "pooling of
interests" for financial accounting purposes, then no such acceleration shall
occur upon the Change in Control Event.

9. General Provisions Applicable to Awards

(a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

(b) Documentation. Each Award shall be evidenced by a written instrument
in such form as the Board shall determine. Each Award may contain terms and
conditions in addition to those set forth in the Plan.

(c) Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

(d) Termination of Status. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

(e) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including

10
<PAGE> 11

shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

(f) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

(g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

(h) Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

10. Miscellaneous

(a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

(b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired

11
<PAGE> 12

upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

(c) Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Board. No Awards shall be granted under
the Plan after the completion of ten years from the earlier of (i) the date on
which the Plan was adopted by the Board or (ii) the date the Plan was approved
by the Company's stockholders, but Awards previously granted may extend beyond
that date.

(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

(e) Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

Adopted by the Board of Directors of the
Company on January 18, 2000.

Approved by the stockholders of the
Company on February 17, 2000.

<PAGE> 1
EXHIBIT 10.3

OTG SOFTWARE, INC.

2000 EMPLOYEE STOCK PURCHASE PLAN

The purpose of this Plan is to provide eligible employees of OTG Software,
Inc. (the "Company") and certain of its subsidiaries with opportunities to
purchase shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"). Six hundred thousand (600,000) shares of Common Stock in the
aggregate have been approved for this purpose. This Plan is intended to qualify
as an "employee stock purchase plan" as defined in Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated
thereunder, and shall be interpreted consistent therewith.

1. Administration. The Plan will be administered by the Company's Board
of Directors (the "Board") or by a Committee appointed by the Board (the
"Committee"). The Board or the Committee has authority to make rules and
regulations for the administration of the Plan and its interpretation and
decisions with regard thereto shall be final and conclusive.

2. Eligibility. All employees of the Company, including Directors who are
employees, and all employees of any subsidiary of the Company (as defined in
Section 424(f) of the Code) designated by the Board or the Committee from time
to time (a "Designated Subsidiary"), are eligible to participate in any one or
more of the offerings of Options (as defined in Section 9) to purchase Common
Stock under the Plan provided that:

(a) they are customarily employed by the Company or a Designated
Subsidiary for more than 20 hours a week and for more than six months in a
calendar year; and

(b) they have been employed by the Company or a Designated Subsidiary
for at least six months prior to enrolling in the Plan; and

(c) they are employees of the Company or a Designated Subsidiary on
the first day of the applicable Plan Period (as defined below).

No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all
stock which the employee has a contractual right to purchase shall be treated as
stock owned by the employee.

3. Offerings. The Company will make one or more offerings ("Offerings")
to employees to purchase stock under this Plan. Offerings will begin each
January 1 and December

<PAGE> 2

1, or the first business day thereafter (the "Offering Commencement Dates").
Each Offering Commencement Date will begin a six-month period (a "Plan Period")
during which payroll deductions will be made and held for the purchase of Common
Stock at the end of the Plan Period. The Board or the Committee may, at its
discretion, choose a different Plan Period of twelve (12) months or less for
subsequent Offerings. Notwithstanding anything to the contrary, the first Plan
Period shall begin on the first date that the Company has filed with the United
States Securities and Exchange Commission an effective Registration Statement on
Form S-8 for purposes of registering under the Securities Act of 1933, as
amended, all shares of Common Stock issuable under this Plan, and shall end on
the June 30 or December 31 first thereafter occurring.

4. Participation. An employee eligible on the Offering Commencement Date
of any Offering may participate in such Offering by completing and forwarding a
payroll deduction authorization form to the employee's appropriate payroll
office at least 15 days prior to the applicable Offering Commencement Date. The
form will authorize a regular payroll deduction from the Compensation received
by the employee during the Plan Period. Unless an employee files a new form or
withdraws from the Plan, his deductions and purchases will continue at the same
rate for future Offerings under the Plan as long as the Plan remains in effect.
The term "Compensation" means the amount of money reportable on the employee's
Federal Income Tax Withholding Statement, excluding overtime, shift premium,
incentive or bonus awards, allowances and reimbursements for expenses such as
relocation allowances for travel expenses, income or gains on the exercise of
Company stock options or stock appreciation rights, and similar items, whether
or not shown on the employee's Federal Income Tax Withholding Statement, but
including, in the case of salespersons, sales commissions to the extent
determined by the Board or the Committee.

5. Deductions. The Company will maintain payroll deduction accounts for
all participating employees. With respect to any Offering made under this Plan,
an employee may authorize a payroll deduction in any dollar amount up to a
maximum of 10% of the Compensation he or she receives during the Plan Period or
such shorter period during which deductions from payroll are made. Payroll
deductions may be at any percentage (up to 10%) of Compensation, with any change
in Compensation during the Plan Period to result in an automatic corresponding
change in the dollar amount withheld. The minimum payroll deduction is such
percentage of Compensation as may be established from time to time by the Board
or the Committee.

No employee may be granted an Option (as defined in Section 9) which
permits his rights to purchase Common Stock under this Plan and any other
employee stock purchase plan (as defined in Section 423(b) of the Code) of the
Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the
fair market value of such Common Stock (determined at the Offering Commencement
Date of the Plan Period) for each calendar year in which the Option is
outstanding at any time.

6. Deduction Changes. An employee may decrease or discontinue his payroll
deduction once during any Plan Period, by filing a new payroll deduction
authorization form.

<PAGE> 3

However, an employee may not increase his payroll deduction during a Plan
Period. If an employee elects to discontinue his payroll deductions during a
Plan Period, but does not elect to withdraw his funds pursuant to Section 8
hereof, funds deducted prior to his election to discontinue will be applied to
the purchase of Common Stock on the Exercise Date (as defined below).

7. Interest. Interest will not be paid on any employee accounts, except
to the extent that the Board or the Committee, in its sole discretion, elects to
credit employee accounts with interest at such per annum rate as it may from
time to time determine.

8. Withdrawal of Funds. An employee may at any time prior to the close of
business on the last business day in a Plan Period and for any reason
permanently draw out the balance accumulated in the employee's account and
thereby withdraw from participation in an Offering. Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Plan Period. The employee may participate in any subsequent Offering in
accordance with terms and conditions established by the Board or the Committee.

9. Purchase of Shares. On the Offering Commencement Date of each Plan
Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option ("Option") to purchase on the last business
day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter
provided for, the largest number of whole shares of Common Stock of the Company
as does not exceed the number of shares determined by multiplying $2,083 by the
number of full months in the Offering Period and dividing the result by the
closing price (as defined below) on the Offering Commencement Date of such Plan
Period.

The purchase price for each share purchased will be 85% of the closing
price of the Common Stock on (i) the first business day of such Plan Period or
(ii) the Exercise Date, whichever closing price is less. Such closing price
shall be (a) the closing price on any national securities exchange on which the
Common Stock is listed, (b) the closing price of the Common Stock on the Nasdaq
National Market or (c) the average of the closing bid and asked prices in the
over-the-counter-market, whichever is applicable, as published in The Wall
Street Journal. If no sales of Common Stock were made on such a day, the price
of the Common Stock for purposes of clauses (a) and (b) above shall be the
reported price for the next preceding day on which sales were made.
Notwithstanding anything to the contrary contained herein, if the first business
day of the first plan period is the day immediately after the pricing of the
Company's initial public offering, then the purchase price for shares purchased
during that initial period will be 85% of the lower of (i) the price at which
the Common Stock is sold to the public in that offering and (ii) the closing
price of the Common Stock on the Exercise Date.

Each employee who continues to be a participant in the Plan on the Exercise
Date shall be deemed to have exercised his Option at the Option Price on such
date and shall be deemed to have purchased from the Company the number of full
shares of Common Stock reserved for the purpose of the Plan that his accumulated
payroll deductions on such date will pay for, but not in excess of the maximum
number determined in the manner set forth above.

<PAGE> 4

Any balance remaining in an employee's payroll deduction account at the end
of a Plan Period will be automatically refunded to the employee, except that any
balance which is less than the purchase price of one share of Common Stock will
be carried forward into the employee's payroll deduction account for the
following Offering, unless the employee elects not to participate in the
following Offering under the Plan, in which case the balance in the employee's
account shall be refunded.

10. Issuance of Certificates. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or (in the Company's sole discretion) in the name
of a brokerage firm, bank or other nominee holder designated by the employee.
The Company may, in its sole discretion and in compliance with applicable laws,
authorize the use of book entry registration of shares in lieu of issuing stock
certificates.

11. Rights on Retirement, Death or Termination of Employment. In the event
of a participating employee's termination of employment prior to the last
business day of a Plan Period, no payroll deduction shall be taken from any pay
due and owing to an employee and the balance in the employee's account shall be
paid to the employee or, in the event of the employee's death, (a) to a
beneficiary previously designated in a revocable notice signed by the employee
(with any spousal consent required under state law) or (b) in the absence of
such a designated beneficiary, to the executor or administrator of the
employee's estate or (c) if no such executor or administrator has been appointed
to the knowledge of the Company, to such other person(s) as the Company may, in
its discretion, designate. If, prior to the last business day of the Plan
Period, the Designated Subsidiary by which an employee is employed shall cease
to be a subsidiary of the Company, or if the employee is transferred to a
subsidiary of the Company that is not a Designated Subsidiary, the employee
shall be deemed to have terminated employment for the purposes of this Plan.

12. Optionees Not Stockholders. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him.

13. Rights Not Transferable. Rights under this Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.

14. Application of Funds. All funds received or held by the Company under
this Plan may be combined with other corporate funds and may be used for any
corporate purpose.

15. Adjustment in Case of Changes Affecting Common Stock. In the event of
a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, other than the two-for-one stock split declared by the
Board on January 18, 2000, the number of shares approved for this Plan, and the
share limitation set forth in Section 9, shall be

<PAGE> 5

increased proportionately, and such other adjustment shall be made as may be
deemed equitable by the Board or the Committee. In the event of any other change
affecting the Common Stock, such adjustment shall be made as may be deemed
equitable by the Board or the Committee to give proper effect to such event.

16. Merger. If the Company shall at any time merge or consolidate with
another corporation and the holders of the capital stock of the Company
immediately prior to such merger or consolidation continue to hold at least 80%
by voting power of the capital stock of the surviving corporation ("Continuity
of Control"), the holder of each Option then outstanding will thereafter be
entitled to receive at the next Exercise Date upon the exercise of such Option
for each share as to which such Option shall be exercised the securities or
property which a holder of one share of the Common Stock was entitled to upon
and at the time of such merger or consolidation, and the Board or the Committee
shall take such steps in connection with such merger or consolidation as the
Board or the Committee shall deem necessary to assure that the provisions of
Section 15 shall thereafter be applicable, as nearly as reasonably may be, in
relation to the said securities or property as to which such holder of such
Option might thereafter be entitled to receive thereunder.

In the event of a merger or consolidation of the Company with or into
another corporation which does not involve Continuity of Control, or of a sale
of all or substantially all of the assets of the Company while unexercised
Options remain outstanding under the Plan, (a) subject to the provisions of
clauses (b) and (c), after the effective date of such transaction, each holder
of an outstanding Option shall be entitled, upon exercise of such Option, to
receive in lieu of shares of Common Stock, shares of such stock or other
securities as the holders of shares of Common Stock received pursuant to the
terms of such transaction; or (b) all outstanding Options may be cancelled by
the Board or the Committee as of a date prior to the effective date of any such
transaction and all payroll deductions shall be paid out to the participating
employees; or (c) all outstanding Options may be cancelled by the Board or the
Committee as of the effective date of any such transaction, provided that notice
of such cancellation shall be given to each holder of an Option, and each holder
of an Option shall have the right to exercise such Option in full based on
payroll deductions then credited to his account as of a date determined by the
Board or the Committee, which date shall not be less than ten (10) days
preceding the effective date of such transaction.

17. Amendment of the Plan. The Board may at any time, and from time to
time, amend this Plan in any respect, except that (a) if the approval of any
such amendment by the shareholders of the Company is required by Section 423 of
the Code, such amendment shall not be effected without such approval, and (b) in
no event may any amendment be made which would cause the Plan to fail to comply
with Section 423 of the Code.

18. Insufficient Shares. In the event that the total number of shares of
Common Stock specified in elections to be purchased under any Offering plus the
number of shares purchased under previous Offerings under this Plan exceeds the
maximum number of shares issuable under this Plan, the Board or the Committee
will allot the shares then available on a pro rata basis.

<PAGE> 6

19. Termination of the Plan. This Plan may be terminated at any time by
the Board. Upon termination of this Plan all amounts in the accounts of
participating employees shall be promptly refunded.

20. Governmental Regulations. The Company's obligation to sell and deliver
Common Stock under this Plan is subject to listing on a national stock exchange
or quotation on the Nasdaq National Market (to the extent the Common Stock is
then so listed or quoted) and the approval of all governmental authorities
required in connection with the authorization, issuance or sale of such stock.

21. Governing Law. The Plan shall be governed by Delaware law except to
the extent that such law is preempted by federal law.

22. Issuance of Shares. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

23. Notification upon Sale of Shares. Each employee agrees, by entering
the Plan, to promptly give the Company notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased.

24. Effective Date and Approval of Shareholders. The Plan shall take
effect on January 18, 2000 subject to approval by the shareholders of the
Company as required by Section 423 of the Code, which approval must occur within
twelve months of the adoption of the Plan by the Board.

Adopted by the Board of Directors of
the Company on January 18, 2000.

Approved by the stockholders of the
Company on February 17, 2000.

<PAGE> 1
EXHIBIT 10.10

TAX INDEMNIFICATION AND S CORPORATION DISTRIBUTION AGREEMENT

This TAX INDEMNIFICATION AND S CORPORATION DISTRIBUTION AGREEMENT
(the "Agreement") is entered into as of March___, 2000 between OTG SOFTWARE,
INC., a Delaware corporation (the "Company"), and the persons listed on Schedule
A attached hereto (individually a "Stockholder" and collectively the
"Stockholders"). Capitalized terms not otherwise defined have the meanings
ascribed to them in Section 1.1.

WHEREAS, the Company and the Stockholders have entered into this
Agreement as a condition to the Public Offering;

WHEREAS, the Company has been an "S corporation" (as defined in
Section 1361(a)(1) of the Code) for federal tax purposes since March 4, 1992;

WHEREAS, the Company and the Stockholders understand that the
Company's S corporation status will terminate upon the date of the Public
Offering (the "Termination Date"), and, as a result, the Company will be a "C
corporation" (as defined in Section 1361(a)(2) of the Code) beginning on the
Termination Date;

WHEREAS, the Company will declare the Tax Dividend which will be
payable as soon as possible on or after the Closing Date;

WHEREAS, the Company and the Stockholders wish to terminate this
Agreement such that it has no effect should the Public Offering not occur;

NOW, THEREFORE, the parties agree as follows:

DEFINITIONS

1.1. Definitions. The following terms, as used herein, have the
following meanings:

(a) "AA Account" means the Company's "accumulated adjustments
account," as defined in Section 1368(e)(1) of the Code, as of the close of
business on the day before the Termination Date.

(b) "AAA Settlement Date" means the last day of the
"post-termination transition period," as defined in Section 1377(b) of the Code,
of the Company, except shall not include any extension of the post-termination
transition period pursuant to Section 1377(b)(l)(C) as the result of a
determination that the Company's election under Section 1362(a) had terminated
earlier than the Closing Date.

(c) "Applicable Marginal Tax Rate" means the highest combined
marginal rate of federal, state and local income tax applicable to individuals
subject to taxation in the state in which the Company has its primary place of
business for the year of computation.

(d) "Closing Date" means the date on which the Public Offering
closes.
<PAGE> 2

(e) "Code" means the Internal Revenue Code of 1986, as amended.

(f) "C Short Year" means that portion of the S Termination Year of
the Company beginning on the Termination Date and ending on the last day of the
S Termination Year.

(g) "C Taxable Year" means any taxable year (or portion thereof) of
the Company, including the C Short Year, during which it is subject to taxation
as a C corporation as defined in Section 1361(a)(2) of the Code.

(h) "Estimated Tax Dividend" means the estimated Tax Dividend
computed based upon a good faith determination of the Company as soon as
possible after the Closing Date.

(i) "Final Determination" means the first to occur of

(i) the expiration of 30 days after IRS acceptance of a Waiver
of Restrictions on Assessment and Collection of Deficiency of Tax
and Acceptance of Overassessment on IRS Form 870 or 870-AD (or any
successor comparable form or the expiration of a comparable period
with respect to any comparable agreement or form under the laws of
other jurisdictions);

(ii) a decision, judgment, decree, or other order by a court of
competent jurisdiction that is not subject to further judicial
review and has become final;

(iii) the execution of a closing agreement under Section 7121 of
the Code or the acceptance by the IRS of an offer in compromise
under Section 7122 of the Code, or comparable agreements under the
laws of other jurisdictions;

(iv) the expiration of the time for filing a claim for refund or
for instituting suit in respect for a claim for refund disallowed
in whole or in part by the IRS or other relevant tax authority;

(v) any other final disposition of the tax liability for such
period by reason of the expiration of the applicable statute of
limitations; or

(vi) any other event that the parties agree is final and
irrevocable determination of the liability at issue.

(j) "Public Offering" means the public offering of the Company's
Common Stock pursuant to the Registration Statement on Form S-1 originally filed
by the Company with the Securities and Exchange Commission on December 23, 1999.

(k) "Record Date" means the day prior to the date upon which the
Company's Registration Statement on Form S-1, as amended, which was initially
filed with the Securities and Exchange Commission on December 23, 1999, is
declared effective by the Securities and Exchange Commission.

-2-
<PAGE> 3

(l) "S Short Year" means that portion of the S Termination Year
beginning on the first day of such taxable year and ending on the day
immediately preceding the Termination Date.

(m) "S Taxable Year" means any taxable year (or portion thereof) of
the Company, including the S Short Year, during which it is subject to taxation
as an S corporation as defined in Section 1361(a)(1) of the Code.

(n) "S Termination Year" shall mean the fiscal year of the Company
that includes the Termination Date.

(o) "Tax Dividend" means the dividend to be declared by the Company
in an amount equal to the aggregate federal, state, and local income tax payable
by the Stockholders on the income of the Company for the calendar years 1998 and
1999 and the S Short Year that passes through to the Stockholders pursuant to
Section 1366 of the Code, using the Applicable Marginal Tax Rate; provided
however that such amount shall not exceed the lesser of $1.6 million or the AA
Account.

(p) "Taxing Authority" means the United States Internal Revenue
Service and any comparable state or foreign taxing authority.

(q) "Termination Date" means the date on which the S corporation
status of the Company will terminate pursuant to Section 1362(d) of the Code,
which is expected to be the Closing Date.

ARTICLE 2

TERMINATION OF S CORPORATION STATUS, ALLOCATION OF INCOME,
DECLARATION OF TAX DIVIDEND AND ADJUSTMENT OF ESTIMATED TAX
DIVIDEND

2.1 Termination of S Corporation Status. The Company and the
Stockholders understand that the Company's S corporation status will terminate
upon the consummation of the Public Offering.

2.2 Pro Rata Allocation of Tax Items. The Company shall be required
to allocate the tax items described in Section 1362(e)(2)(A) of the Code between
the S Short Year and the C Short Year pursuant to the pro rata allocation rules
set forth in Section 1362(e)(2)(B) of the Code.

2.3 Declaration of Tax Dividend. Prior to the Closing Date, the
Company shall declare the Tax Dividend, subject to the closing of the Public
Offering, to the stockholders of record on the Record Date payable as soon as
possible on or after the Closing Date in the amount of the Estimated Tax
Dividend.

-3-
<PAGE> 4

2.4 Adjustment to Estimated Tax Dividend.

(a) Determination of Estimated Tax Dividend. The parties acknowledge
that the amount of the Estimated Tax Dividend will be based on good faith
determinations by the Company as of the Termination Date.

(b) Adjustment of Estimated Tax Dividend. The parties agree that if
the Company determines after the Termination Date and on or before the AAA
Settlement Date that the Estimated Tax Dividend does not equal the amount of the
Tax Dividend, then:

(i) if the amount of the Estimated Tax Dividend exceeds the
amount of Tax Dividend, the Stockholders who received the Estimated
Tax Dividend shall thereafter remit to the Company their pro-rata
share of such excess no later than thirty (30) days after receiving
notice from the Company that such amount is payable; and

(ii) if the amount of the Tax Dividend exceeds the amount of the
Estimated Tax Dividend, the Company shall thereafter distribute to
the Stockholders their pro-rata shares of such excess within thirty
(30) days following the date the Company determines an amount is
payable pursuant to this Section 2.4(b)(ii).

(c) Interest on Adjustment. Any payment due under this section shall
be increased by interest on the amount of such payment computed from the date of
the payment of the Estimated Tax Dividend until the date of payment pursuant to
this section. The interest rate shall be the Prime Rate of Fleet Bank (or its
successors) as adjusted from time to time.

ARTICLE 3

TAX PAYMENTS AND INDEMNIFICATION OBLIGATIONS

3.1 Liability for Taxes Incurred During S Short Year. Each
Stockholder covenants and agrees that: (i) the Stockholder will duly include, in
his own federal and state income tax returns, all items of income, gain, loss,
deduction, or credit attributable to the S Short Year in a manner consistent
with the Form 1120S and the schedules thereto (and the corresponding state
income tax forms and schedules) to be filed by the Company with respect to such
period; (ii) such returns shall be filed no later than the due date (including
extensions, if any) for filing such returns; and (iii) each Stockholder shall
pay any and all taxes required to be paid for its taxable year that includes the
S Short Year.

3.2 Liability for Taxes Incurred During S Short Year and C Short
Year. The Company covenants and agrees that: (i) the Company shall be
responsible for and shall effect the filing of all federal and state income tax
returns for the Company with respect to the S Short year and the C Short Year;
(ii) such Company returns shall be accurately prepared and timely filed; and
(iii) the Company shall pay any and all taxes required to be paid by the Company
for the periods covered by such returns as required by applicable law.

-4-
<PAGE> 5

3.3 Stockholders Indemnification of Company for Tax Liabilities.

(a) Adjustments Attributable to Company's S Status. If, based on a
Final Determination, the Company is deemed to have been a C corporation for
federal, state or local income tax purposes during any period in which it
reported (or intends to report) its taxable income as an S corporation, each
Stockholder agrees to contribute to the capital of the Company, subject to the
limitations contained in the last sentence of this Section 3.3(a) and in Section
3.3(b), an amount necessary to hold the Company harmless from any taxes (net of
any refunds) and interest arising from such Final Determination. Each
Stockholder's obligation under this Section 3.3(a) shall be several and not
joint and shall be limited to that percentage of the tax (net of any refunds)
and interest due and payable by the Company equal to the fraction, expressed as
a percentage, the numerator of which is the total distributions to such
Stockholder made by the Company from March 4, 1992 through and including the
Termination Date, plus the Tax Dividend and any adjustment thereto pursuant to
this Agreement, and the denominator of which is the total distributions made by
the Company to all Stockholders from March 4, 1992 through and including the
Termination Date, plus the Tax Dividend and any adjustment thereto pursuant to
this Agreement.

(b) Limit on Indemnification Amount. Any payment by a Stockholder to
the Company pursuant to this Section 3.3 shall not exceed the amount of the
total distributions made to such Stockholder by the Company after January 1,
2000, plus the Tax Dividend and any adjustment thereto pursuant to this
Agreement, reduced by any taxes paid or payable by the Stockholders on the
distributions and increased by any refund of taxes and interest received by the
Stockholders with respect to the Company's S corporation earnings.

(c) Time of Indemnification Payment. The Stockholders shall
contribute to the capital of the Company amounts set forth in this Section 3.3
within thirty (30) days after notice from the Company that a payment is due by
the Company to the appropriate Taxing Authority.

3.4 Contests/Cooperation.

(a) Contests. Each of the Company and the Stockholders agree that
(i) in the event that any of them receives notice, whether orally or in writing,
of any federal, state, local or foreign tax examinations, claims, settlements,
proposed adjustments or related matters that may affect in any way the liability
of any of such persons whether under this Agreement or otherwise, it shall
within ten days notify the other parties in writing thereof (provided that any
failure to give such notice shall not reduce a party's right to indemnification
under this Agreement except to the extent of actual damage incurred by the other
parties as a result of such failure), and (ii) the Company shall be entitled at
its reasonable discretion and sole expense to handle, control and compromise or
settle the defense of any matter of the Company or any Stockholder which may
give rise to a liability under this Agreement or a limitation of liability under
this Agreement, provided that the Stockholders may participate in all
conferences, meetings or proceedings with respect to the issue.

(b) Cooperation. The parties will make available to one another, as
reasonably requested, and to any Taxing Authority, all information, records or
documents relating to the

-5-
<PAGE> 6

liability for taxes covered by this Agreement and will preserve such
information, records or documents until the expiration of any applicable statute
of limitations or extensions thereof. The party requesting such information
shall reimburse the other party for all reasonable out-of-pocket costs incurred
in producing such information.

(c) Claims for Refund. Each party hereto agrees to file a properly
completed claim with the appropriate Taxing Authority for a refund or an
abatement of taxes paid with respect to any matter which may give rise to a
liability under Section 3.4 of this Agreement.

3.5 Costs. Except to the extent otherwise provided herein, each
party shall bear its own costs in administering this Agreement.

3.6 Correction of a Final Determination. In the event a party makes
a payment pursuant to this Agreement based on the expected outcome of a Final
Determination which subsequently is determined to have been incorrect, the
parties shall adjust the payments hereunder in order to reflect the subsequent
determination as if it was the Final Determination upon which the original
payment was based.

ARTICLE 4

MISCELLANEOUS

4.1 Disputes. If the parties are, after negotiation in good faith,
unable to agree upon the appropriate application of this Agreement, the
controversy shall be settled by the accounting firm remaining on the list of
firms set forth on Schedule B hereto after the Company and the representative of
the Stockholders, commencing with the Company, shall have objected seriatim to
the other firms of the list (the "Accounting Firm"). The decision of the
Accounting Firm shall be final, and each of the Company and the Stockholders
agree immediately to pay to the other any amount due under this Agreement
pursuant to such decision. The expenses of the Accounting firm shall be borne
one-half by the Company and one-half by the Stockholders, in the same proportion
that the Stockholders share liability under Section 3.3 hereof, unless the
Accounting Firm specifies otherwise.

4.2 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
counterparts collectively shall constitute an instrument representing the
Agreement between the parties hereto.

4.3 Construction of Terms. Nothing herein expressed or implied is
intended, or shall be construed, to confer upon or give any person, firm or
corporation, other than the parties hereto or their respective successors and
assigns, any rights or remedies under or by reason of this Agreement.

4.4 Governing Law. This Agreement and the legal relations between
the parties hereto shall be governed by and construed in accordance with the
substantive laws of the Commonwealth of Delaware without regard to Delaware
choice of law rules.

-6-
<PAGE> 7

4.5 Amendment and Modification. This Agreement may be amended,
modified or supplemented only by a written agreement executed by the parties.

4.6 Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto without the prior written consent of the other parties, nor
is this Agreement intended to confer upon any other person except the parties
any rights or remedies hereunder.

4.7 Interpretation. The title, article and section headings
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not in any way affect the meaning
or interpretation of this Agreement.

4.8 Severability. In the event that any one or more of the
provisions of this Agreement shall be held to be illegal, invalid or
unenforceable in any respect, the same shall not in any respect affect the
validity, legality or enforceability of the remainder of this Agreement, and the
parties shall use their best efforts to replace such illegal, invalid or
unenforceable provisions with an enforceable provision approximating, to the
extent possible, the original intent of the parties.

4.9 Entire Agreement. This Agreement embodies the entire agreement
and understanding of the parties hereto in respect to the subject matter
contained herein. There are no representations, promises, warranties, covenants,
or undertakings, other than those expressly set forth or referred to herein.
This Agreement supersedes all prior agreements and the understandings between
the parties with respect to such subject matter.

4.10 Interest on Overdue Payments. Any payment pursuant to this
Agreement not made when due under this Agreement shall bear interest at the rate
of the Prime Rate of BankBoston (or its successors), as published from time to
time.

4.11 Setoff. All payments to be made by any party under this
Agreement shall be made without setoff, counterclaim or withholding, all of
which are expressly waived.

4.12 Notices. All notices provided for in this Agreement shall be
validly given if in writing and delivered personally or sent by registered mail,
postage prepaid

if to the Company, to:

Chief Financial Officer
OTG Software, Inc.
6701 Democracy Boulevard, Suite 800
Bethesda, MD 20817

-7-
<PAGE> 8

copy to:

Brent B. Siler, Esq.
Hale and Dorr LLP
11951 Freedom Drive, Suite 1400
Reston, VA 20190

if to any Stockholder, to:

Name of Stockholder
c/o Richard A. Kay
President and Chief Executive Officer
OTG Software, Inc.
6701 Democracy Boulevard, Suite 800
Bethesda, MD 20817

4.14 Termination of Agreement. This Agreement shall terminate and
be void, as if it never had been executed, if the Closing Date shall occur after
April 30, 1999.

-8-
<PAGE> 9

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

OTG SOFTWARE, INC.

By:
--------------------------
Ronald W. Kaiser
Chief Financial Officer

STOCKHOLDERS:

------------------------------
Richard A. Kay

------------------------------
Alexandra Kay

------------------------------
The Amanda Jean Kay November 1999 Grantor
Retained Annuity Trust
dated November 10, 1999

-------------------------------
The Bradley Evan Kay November 1999 Grantor
Retained Annuity Trust
dated November 10, 1999

-------------------------------
The Brandon Kay June 1999 Grantor
Retained Annuity Trust
dated June 15, 1999

-------------------------------
The Brandon Kay June 1999 Grantor
Retained Annuity Trust
dated November 10, 1999

-9-
<PAGE> 10

-------------------------------
F. William Caple

-------------------------------
Ronald W. Kaiser

-------------------------------
Gabriel A. Battista

-------------------------------
John Burton

-------------------------------
Joseph R. Chinnici

-------------------------------
Geaton A. DeCesaris, Jr.

-------------------------------
Scott Nickel

-------------------------------
Stewart Nickel

-------------------------------
Paul Matsko

-------------------------------
Robert Alan Depelteau

-------------------------------
Mark Hanson

-10-
<PAGE> 11

-------------------------------
Angela Duffy

-------------------------------
JoAnn DeCesaris

-------------------------------
Elizabeth DeCesaris

-------------------------------
Kristin DeCesaris

-------------------------------
Maria DeCesaris

-11-
<PAGE> 12

SCHEDULE A

LIST OF STOCKHOLDERS

Richard A. Kay

Alexandra Kay

The Amanda Jean Kay November 1999
Grantor Retained Annuity Trust
dated November 10, 1999

The Bradley Evan Kay November 1999
Grantor Retained Annuity Trust
dated November 10, 1999

The Brandon Kay June 1999 Grantor
Retained Annuity Trust dated June 15, 1999

The Brandon Kay June 1999 Grantor
Retained Annuity Trust dated November 10, 1999

F. William Caple

Ronald W. Kaiser

Gabriel A. Battista

John Burton

Joseph R. Chinnici

Geaton A. DeCesaris, Jr.

Scott Nickel

Stewart Nickel

Paul Matsko

Robert Alan Depelteau

Mark Hanson

Angela Duffy

JoAnn DeCesaris

Elizabeth DeCesaris

<PAGE> 13

Kristin DeCesaris

Maria DeCesaris

-13-
<PAGE> 14

SCHEDULE B

LIST OF ACCOUNTING FIRMS

PricewaterhouseCoopers LLP

KPMG Peat Marwick LLP

Arthur Andersen LLP

Deloitte & Touche LLP

Ernst & Young LLP

-14-

<PAGE> 1
CONSENT OF KPMG LLP

EXHIBIT 23.1
ACCOUNTANT'S CONSENT

The Board of Directors
OTG Software, Inc.

We consent to the use of our reports included herein and the reference to our
firm under the heading "Experts" in the prospectus.

KPMG LLP

McLean, Virginia
March 3, 2000