Diebold Forms Strategic Alliance with ODS for Intelligent LAN Hub
Technology

Diebold to provide superior networking solutions to the banking, healthcare
and education industries

Canton, OH ---May 1, 1995--Diebold, Incorporated (NYSE:DBD) and Optical
Data Systems, Inc. (ODS). (NASDAQ-NMS:ODSI) have formed a strategic
alliance. Under the agreement, Diebold will provide networking solutions
through its North American Sales and Service business unit, while ODS will
provide neh~orking, hardware, software and support. Targeted n1arkets
include financial, healthcare and education industries.

"This business venture allows Diebold the opportunity to provide a total
networking solution encompassing~ the analysis, design, installation and
support of new and existing Local Area Neh~orks (LANs) and Wide Area Netv-
orks (WANs) in our targeted markets," said Harry Bosch, Diebold's manager
of new business developmellt. Diebold recognizes that networking has
become a vital part of today's business fabric, and that its customers
require highly integrated networking solutions frorm their vendors to
allow more concentration on immediate customer service needs.

According to Data Commlmications, a trade publication for the
telecommunications industry. 'the number of LAN-attached workstations
worldwide is growing at the rate of 5 to 10 million almually.'' The U.S.
intelligent LAN hub market has also shown significant growth in recent
years. ' Rev-mles in 1993 for the U.S. market were at a level of $837
million, up 19 percent from 1992. Revenues for 1994 increased another 21
percent, reaching more than $1 billion," noted Data Communications.

"This growth in the number of LAN-attached workstations will be a driving
force for conti1nled expansiol1 in the U.S. intelligent hub market," said
Bosch.

"This growth will be further enanced by the projected number of wireless
LAN terminal units in operation in the United States." U S Industrial
Outlook 1994 forecasts the number of wireless LAN terminal units operating
in this country will reach 11.9 million by 1998.

"ODS is very happy about our shrategic alliance with Diebold," said Ward
Paxton, president and CEO of ODS. "Diebold represents a very shong partner
who will provide networking solutions using ODS equipment in the targeted
industries."

The agreement will help Diebold strengthen its Professional Services
business. Through its Professional Services team, the company provides
customers in the finance, education, healthcare, comn1ercial and
industrial segments with systems consulting and program1ning, project
management, data communications consulting, education and training, as
well as architectural ,-ngineering services.

The Professional Services team is supported by more than 400 service
locations in the United States, and staffed by approximately 2,300 service
and support professionals representing more 50,000 customers.

Diebold, Incorporated (N~-SE:DBD), headquartered in Canton, Ohio, is a
world leader in financial self service transaction systems, security
products and customer service. Founded in 185~ as a security equipment
company, Diebold today develops, manufactures, sells and services
automated te]ler machines (ATMs), electronic and physical security
systems, facility products and software for global financial and
commercial markets.

Optical Data Systems, Inc. (NASDAQ-NMS:ODSI), headquartered in Richardson,
Texas, provides inte] ligent hubs and related computer networking and
internetworking products. ODS' products support the four industry
standards currently in use today: Ethernet, Token Ring, Fiber Dishributed
Data Interface (FDDI) and Asynchronous Transfer Mode (ATM). ODS'
products-intelligent hulbs--integrate user modules, network management
modules, multi-product bridges and routers and other accessory products
into complex LANs, Metropolitan Area Networks (MANs) and WANs enabling
customers to create an integrated? highly reliable networking
infrastructure to support their heterogeneous computing environment.

Optical Data Systems Inc
1101 E. Arapaho Rd
Richardson, TX 75081
214-301-3811,  fax 214-301-3893
-----------------------------------------------------------------
                    ODS/DIEBOLD ALLIANCE

1) A brief history of ODS

Since its founding in 1983, ODS has evolved from a manufachlrer of modems,
multiplexers and fiber optic data links into a designer and manufacturer
of broad lines of computer net~orking and intemetworking products that
support multiple types of transmission media and incorporate increasingly
sophisticated network management and control softvvare.

2) What products and/or services does ODS provide?

An integral part of the company's approach to LAN architecture is the
application of an intelligent hub that integrates Ethernet, Token Ring,
Fiber Dishibuted Data Interface (FDDI) and Asynchlonous Transfer Mode
(ATM) net~vorks within the same hub. The ODS intelligent hub is
complemented by the company's network management software products,
including several sophisticated products that monitor and control an
entire enterprise-wide network. The company believes that its broad
product lines and its ability to provide filll ser~ice enable ODS to offer
its customers complete neh~orking solu1ions.

3) What does ODS have to offer in this agreement?

ODS will provide Diebold with networking hardware and software as well as
technical assistance in network analysis, design, installation and
service.

4) What does Diebold bring to this agreement?'

Diebold brings its pre-eminent position in the financial industry to the
alliance. In addition, the company's rapidly developing position in the
healthcare and education marl~ets positions it to leverage its strengths
for networking into these markets.

5) Why did Diebold form this alliance with ODS?

Diebold will have the opportunity to enhance its systems integration
capabilities by providing its customers with superior networking
solutions. Since many Diebold products incorporate network connectivity,
this strategic alliance will allow Diebold to otfer a more highly
integrated total solution to its customers.

This strategic agreement will also enable Diebold to strengthen its
Professional Services busint ss. Through its Professional Services team,
Diebold provides clients in the finance, education, healthcare, commercial
and industrial segments with systems consulting and programmil1g, project
management, data communications consulting, education and training as well
as engineering services. The Professional Services team is supported by
more than 400 service locations in the United States, and staffed by
approximately 2,300 service and support professionals representing more
than 50,000 customers.

6) What markets are targeted?

The financial, healthcare and education industries.

7) Are these markets, different from Diebold's original markets?

No. However, as Diebold broadens it role in systems integration, this
product provides the company w,ith additional opportunities to mar~et its
products and services into these pre-existing markets.

8) Are these markets different from ODS' original markets

No. ODS' distribution strategy focuses on the LAN needs of large end users
with complete net~hork designs that require a sales force possessing
advanced technical knowledge and expertise. Diebold, through its strength
in the financial, health care and education industries w,ill be able to
provide ODS with greater visibilitv in these industries.

9) What is the size/profit potential estimated for this market?

According to Mentis Corporation, a highly recognized research firm, 1994
bank infom[1ation and communications technology expenditures were
estimated at more than $20 billion.

The number of LAN attached workstations worldwide is growing at the rate of
5-10 milli~n year. Specifically, the U.S. intelligent LAN hub market shown
significant growth in recent years. By way of example, 1993 revenues w,ere
at a level of $837 million, up 19 percent from 1992 figures. Revenues for
lgg4 increased another 21 percent, reaching more than $1 billion

This continuing growhth in the number of LAN-attached workstations will be
a driving force for continuing growth in the intelligent hub market in the
U.S. This growth will be further enhanced by the projected number of
wireless IAN tenninal units in operation in the U.S. According to U.S.
Industrial Outlook: 1994, this segment of the market is projected to grow
from 400,000 units in 1993 to 11.9 million units in 1998.

Based on figures for U.S. banks in the over $250 million category, it is
conservatively estimated the intelligent hub market for medium-to-large
banks will grow from more than $200 million in 1995 to $374 million in
1999.

10) How will this better position Diebold in these markets

It will broaden Diebold's total systems integration efforts with the
company's current products, since many of these products, such as
self-service-terminals, POS systems and electronic securih~i systems
utilize LAN connectivihy. In addition, it will provide Diebold with
additional opportunities to sell networking products? sofhvare and
professional services to current customers. Diebold will also provide
service and tec}mical support for ODS products in its markets.

11) Who are the main competitors

ODS' competition in the market for nehvork interconnection products is
primarily derived from two categories of competitors. large computer
manufacturing companies and vendors and manufacturers of LAN devices. The
large computer mamlfact lring companies include Bay Networks, Digital,
Hewlett Packard and IBM. Vendors and manufacturers whose LAN products
support the Token Ring standard include IBM, Proteon, Inc. and Cabletron
Systems, Inc. Among independent LAN vendors and manufacturers whose LAN
products support the Ethemet standard, the company's competitors include
Bay Networks, 3Com Corporation, Cabletron, ChipCom Corp., Digital, Hewlett
Packard and Ungerman-Bass, Inc., a subsidiary of Tandem Computers, Inc.

12) How are ODS' products different from the competitors' products?

The company works closely with selected end users to identify market needs
and define product specifications early in the development process. This
approach results in a thorough understanding of end user requirements
prior to commencement of the design process, and often positions the
company to develop and deliver new products more rapidly than many of its
competitors. The company believes that the flexibility of its intelligent
hub designs and its rapid product design cycle, combined with its
participation in setting standards for the LAN industry should enable it
to be among the first-to-market with competitive offerings of new
generations of products.

13) Why did ODS select Diebold?

ODS selected Diebold as a strategic partner because of their s strength,
reputation and abilitS to provide ODS with a strong partner in the
financial, health care and education industries.

11) Where will the networking hardware be manufactured?

Networking hardware will be manufactured in ODS' world headquarters in
Richardson, Texas near Dallas.

15) Where will the networking software be manufactured?

Networking software will be manufactured in ODS' world headquarters in
Richardson, Texas near Dallas.

16) What will be the price range of the products?

$2,000 to $100,000

(17) Who currently uses the products?

The company's end-user customers include industrial, manufacturing,
aerospace, telecommunications, computer/software and energy companies;
federal, state and local goverllment agencies; financial institutions; and
academic institutions.

Diebold has agreed to join with ODS based on the reputation ODS as an
advanced solutions provider, which complements Diebold's role in providing
total systems integration.

18) Current customers available as references:

Diebold, Target stores, Bank of Montreal, Swedish Hospital, Dun &
Bradstreet, EDS, GTE, Bell South, Bell Atlantic, INVESCO, U.S. Army.

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