<PAGE>


                                                                    EXHIBIT 10.1


                                                CONFIDENTIAL TREATMENT REQUESTED


                       VR(2) TECHNOLOGY LICENSE AGREEMENT



         THIS VR(2) TECHNOLOGY LICENSE AGREEMENT (this "AGREEMENT") is made and
entered into as of this 27th day of April, 2000 (the "EFFECTIVE DATE"), by and
between Overland Data, Inc., a California corporation, having a place of
business at 8975 Balboa Avenue, San Diego, CA 92123 ("OVERLAND"), and Storage
Technology Corp., a Delaware corporation, having a place of business at One
Storage Tek Drive, Louisville, CO 80028 ("STORAGETEK").

                                    RECITALS

A. Overland is the owner of the VR(2) Intellectual Property, VR(2) Intellectual
Property Derivatives and know-how relating to the design, use and manufacture of
the VR(2) Core as defined below.

B. StorageTek has requested a license grant under the VR(2) Intellectual
Property, VR(2) Intellectual Property Derivatives and know-how of the VR(2) Core
to develop, make, use, sell and offer for sale tape drive products incorporating
application specific integrated circuits embodying such VR(2) Intellectual
Property, VR(2) Intellectual Property Derivatives and know-how of the VR(2) Core
as set forth in this Agreement.

C. Overland is willing to grant such license to StorageTek under the terms and
conditions herein.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
other terms and conditions contained herein and for other good and valuable
consideration, the receipt of which is acknowledged by both parties, the parties
agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         For purposes of this Agreement, the following terms and all other terms
defined in this Agreement shall have the meanings so defined unless the context
clearly indicates otherwise, and a term defined in the singular shall include
the plural and vice versa when the context so indicates:

1.1 ASIC. The term "ASIC" means an application specific integrated circuit.


                                       1

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

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                                                CONFIDENTIAL TREATMENT REQUESTED


1.2    CHANNEL. The term "CHANNEL" shall mean a set of electronics, including
       any embedded firmware, that processes a single data stream, reads the
       data from a single data track on tape with a single reproduce element,
       and detects and decodes the data. The number of Channels in a tape drive
       is the maximum number of Channels simultaneously active at any given
       time.

1.3    CORE LICENSE. The term "CORE LICENSE" means a *** to: (i) use the VR(2)
       Intellectual Property solely for the purpose of designing, manufacturing
       and having manufactured VR(2) Compliant Products; (ii) incorporate such
       VR(2) Compliant Products solely into tape drives manufactured by or for
       StorageTek; (iii) promote, market, offer to sell, sell, and distribute
       such VR(2) Compliant Products as a part of tape drives manufactured by or
       for StorageTek; (iv) excerpt, reproduce and distribute, subject to the
       confidentiality provisions of ARTICLE 5, the Documentation solely for the
       purpose of making such VR(2) Compliant Products; and (v) use the Overland
       Mark in connection with the promotion, marketing, sale, offer for sale,
       or distribution of tape drives manufactured by or for StorageTek which
       contain the VR(2) Compliant Products.

1.4    DOCUMENTATION. The term "DOCUMENTATION" means all present manuals,
       notebooks, VR(2) Technical Information, quick reference guides, comments
       and publications of every nature, and all corrections, modifications,
       updates and revisions thereto, relating to the VR(2) Core provided by
       Overland to StorageTek, to assist in the integration, use and operation
       of Implementation Compliant Cores and/or VR(2) Compliant Products. In
       order to be considered Confidential Information, Documentation must
       conform with the requirements of SECTION 5.1.

1.5    FUNCTIONAL TEST VECTORS. The term "FUNCTIONAL TEST VECTORS" means one (1)
       or more sets of test vectors provided by Overland to verify the
       functionality of the VR(2) Core and/or any Implementation Compliant Core.

1.6    IMPLEMENTATION COMPLIANT CORE. The term "IMPLEMENTATION COMPLIANT CORE"
       means an integrated circuit implementation of the VR(2) Core which (i)
       conforms to the VR(2) datasheet and specification, (ii) passes the
       Functional Test Vectors and (iii) has been verified in accordance with
       the provisions of this Agreement.

1.7    INTELLECTUAL PROPERTY. The term "INTELLECTUAL PROPERTY" means inventions,
       know-how, concepts, routines, ideas, trade secrets, manufacturing
       processes and assembly techniques, whether or not patentable, embodied in
       or utilized in the design, use and/or fabrication of any product,
       including any patent applications, patents, patent rights, trademarks,
       service marks, trade secrets, copyrights, registered designs, topography
       and/or semiconductor mask work registrations and rights and/or any
       applications for any of the foregoing.


                                       2

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


1.8    OVERLAND MARK. The term "OVERLAND MARK" means the VR(2) mark adopted by
       Overland in connection with products incorporating the VR(2) Technology,
       which mark is attached as EXHIBIT C.

1.9    QUARTER. The term "QUARTER" means each three (3) month period ending
       March 31, June 30, September 30, or December 31 during the Term.

1.10   VR(2) COMPLIANT PRODUCT. The term "VR(2) COMPLIANT PRODUCT" means any
       semiconductor chip and/or ASIC developed by StorageTek containing an
       Implementation Compliant Core and additional StorageTek or customer
       circuitry providing significant functionality.

1.11   VR(2) CORE. The term "VR(2) CORE" means the single channel core as
       described and identified in the specification set forth in EXHIBIT A,
       excluding: (i) any analog to digital circuitry or any references thereto;
       and (ii) those items identified in EXHIBIT D hereto that do not
       constitute part of the VR(2) Technology.

1.12   VR(2) INTELLECTUAL PROPERTY. The term "VR(2) INTELLECTUAL PROPERTY" means
       VR(2) Inventions, know-how, concepts, routines, ideas, trade secrets,
       manufacturing processes and assembly techniques, whether or not
       patentable, embodied in or utilized in the design, use and/or fabrication
       of the VR(2) Core and/or ASICs embodying the VR(2) Technology and/or
       VR(2) Technical Information, including any patent applications, patents,
       patent rights, trademarks, service marks, trade secrets, copyrights,
       registered designs, topography and/or semiconductor mask work
       registrations and rights and/or any applications for any of the
       foregoing, unregistered design rights and any VR(2) Intellectual Property
       Derivatives.

1.13   VR(2) INTELLECTUAL PROPERTY DERIVATIVES. The term "VR(2) INTELLECTUAL
       PROPERTY DERIVATIVE" means: (a) any translation, abridgement,
       modification, revision, derivative works or other form in which an
       existing work protected by copyright may be recast, transformed or
       adapted; (b) any translation, abridgement, modification, revision or
       other form in which an existing work protected by topography or mask
       rights may be recast, transformed, or adapted; and (c) any changes,
       modifications or improvements in the design, functionality or
       specification of the VR(2) Core, VR(2) Technical Information and/or VR(2)
       Technology, including the addition of new features or capacities.

1.14   VR(2) INVENTION. The term "VR(2) INVENTION" means any idea, design,
       concept, technique, invention, discovery, algorithm or improvement
       relating to the VR(2) Technical Information, VR(2) Technology and/or
       VR(2) Core, whether or not patentable.

1.15   VR(2) TECHNICAL INFORMATION. The term "VR(2) TECHNICAL INFORMATION" means
       information and know-how provided by Overland relating to VR(2)
       Technology and the manufacture, engineering and use of the VR(2) Core,
       including without limitation the following: manufacturing, engineering
       and circuit drawings, parts and test specifications, test set drawings,
       schematics and documents, engineering development documents, systems


                                       3

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


       specifications, quality assurance plans, technical practices, software,
       training and course materials, vendor listings, and systems engineering
       applications.

1.16   VR(2) TECHNOLOGY. The term "VR(2) TECHNOLOGY" means the data encoding and
       decoding channel technology for linear magnetic tape formats developed by
       Overland, as identified in EXHIBIT D hereto as ***, and includes solid
       state circuits embodied in semiconductor chips, associated
       specifications, designs, drawings, data, test qualification, and other
       documented technical and application information related thereto.

1.17   TEST CHIP. The term "TEST CHIP" shall mean a prototype VR(2) Compliant
       Product.


                                   ARTICLE II.

                                    LICENSES

2.1    TITLE.

       2.1.1    Each party shall retain the sole ownership of any Intellectual
                Property or maskworks that it has developed or acquired prior to
                the Effective Date.

       2.1.2    Each party shall retain the sole ownership of any Intellectual
                Property that it develops or acquires independently during the
                Term of this Agreement; PROVIDED that such development or
                acquisition does not result from either or both of the parties'
                efforts in connection with this Agreement.

       2.1.3    All Intellectual Property developed or acquired as a result of
                either or both of the parties' efforts in connection with this
                Agreement shall be assigned as follows:

                ***

2.2    INTELLECTUAL PROPERTY. *** StorageTek will at no time acquire or retain,
       or appropriate for its own use, any right, title or interest in or to any
       of the Documentation, Functional Test Vectors, Implementation Compliant
       Cores, VR(2) Intellectual Property, VR(2) Intellectual Property
       Derivatives, VR(2) Inventions, VR(2) Core, VR(2) Technical Information
       and/or VR(2) Technology, regardless of inventorship or authorship.
       StorageTek will not take any action that might impair in any way any
       right, title or interest of Overland in or to any of the Documentation,
       Functional Test Vectors, Implementation Compliant Cores, VR(2)
       Intellectual Property, VR(2) Intellectual Property Derivatives, VR(2)
       Inventions, VR(2) Core, VR(2) Technical Information and/or VR(2)
       Technology, but will undertake such efforts and execute and deliver such
       documents or instructions as Overland reasonably may request in order for
       Overland to perfect, maintain and/or enforce such Documentation,
       Functional Test Vectors, Implementation Compliant Cores, VR(2)
       Intellectual Property, VR(2) Intellectual


                                       4

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


       Property Derivatives, VR(2) Inventions, VR(2) Core, VR(2) Technical
       Information and/or VR(2) Technology ***.

2.3    LICENSE GRANT. Subject to the terms and conditions of this Agreement,
       Overland hereby grants to StorageTek the Core License.

       2.3.1    StorageTek will at all times use its best efforts to ensure that
                all products in relation to which it uses the Overland Mark
                conform to the quality control guidelines set forth in this
                Agreement or provided from time to time by Overland.

       2.3.2    StorageTek will cooperate with Overland in making or
                facilitating any governmental registrations or submissions that
                are necessary to protect the Overland Mark and Overland's rights
                therein, including, without limitation, registration of
                StorageTek as a registered user of the Overland Mark ***. Upon
                termination of StorageTek's right to use the Overland Mark under
                this Agreement, StorageTek will cooperate with Overland in
                revocation of any such user registration ***.

       2.3.3    StorageTek will comply with all applicable laws and governmental
                regulations pertaining to the proper use and designation of
                trademarks.

       2.3.4    StorageTek admits the validity of the Overland Mark.

       2.3.5    Overland does not warrant or represent that the use of the
                Overland Mark will be free from infringement of third-party
                trademarks. Overland does represent, however, that it presently
                is not aware of any such infringement.

       2.3.6    StorageTek will use reasonable efforts to give Overland notice
                of any known or presumed infringements of the Overland Mark, and
                StorageTek will cooperate fully with Overland in the protection
                of the Overland Mark ***. If Overland decides to enforce the
                Overland Mark against an infringer, all recoveries made shall be
                for the account of Overland.

       2.3.7    StorageTek agrees to display the Overland Mark on: (i) any and
                all tape drives incorporating the VR(2) Compliant Products
                manufactured by or for StorageTek; and (ii) all advertising,
                marketing, distribution, promotional materials, and packaging
                relating thereto when the foregoing disclose technical
                specifications relating to the VR(2) Compliant Products. In
                addition, StorageTek will *** use or display the Overland Mark
                in order to facilitate and promote sales of the VR(2) Compliant
                Products. Upon Overland's request, StorageTek will provide, free
                of charge, samples of the use of the Overland Mark solely for
                the purpose of trademark registration or renewal. StorageTek
                will support Overland *** in the application and maintenance of
                any registration for the Overland Mark.


                                       5

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


2.4    USE OF TRADE NAMES AND MARKS. StorageTek expressly agrees not to
       challenge the ownership or validity of the Overland Mark. StorageTek will
       not use or register in any country any trademarks diluting or confusingly
       similar to the Overland Mark. Except as provided by this Agreement,
       StorageTek will not use any logo, name, trademark, trade name or service
       mark, including, without limitation, any non-English language phonetic
       and/or visual approximation or substitution for any such logo, name or
       mark (collectively, "NAME OR MARK") of Overland, any Name or Mark
       licensed to Overland, or any Name or Mark confusingly similar to any Name
       or Mark owned by, or licensed to, Overland.

2.5    SUBCONTRACTORS. StorageTek may exercise its right to have manufactured
       VR(2) Compliant Products; PROVIDED that: (i) StorageTek notifies Overland
       of the identity of StorageTek's subcontract manufacturer ("MANUFACTURER")
       not less than thirty (30) days prior to the first prototype production by
       such Manufacturer; and (ii) StorageTek ensures that such Manufacturer
       agrees (a) to be bound by obligations of confidentiality no less
       restrictive than those contained in this Agreement and (b) to supply the
       VR(2) Compliant Products solely to StorageTek for incorporation into tape
       drives manufactured by or for StorageTek. If any Manufacturer breaches
       any provision of this SECTION 2.5, StorageTek will (x) provide prompt
       written notice to Overland of such breach and (y) use all commercially
       reasonable efforts to cure any such breach. If StorageTek is unable to
       cure such breach within thirty (30) days of such notice, then, within
       ninety (90) days of such notice, StorageTek agrees to (i) qualify a new
       Manufacturer and (ii) terminate the right of the original Manufacturer to
       produce VR(2) Compliant Products. StorageTek further agrees to indemnify
       and hold harmless Overland against any and all loss, liability, costs,
       damages, reasonable expenses (including reasonable attorneys' and other
       professional fees), suffered, incurred or sustained in connection with or
       as a result of such breach.

2.6    EXCLUSIONS. No right or license is granted to StorageTek to: (i)
       sublicense any of the rights granted to StorageTek pursuant to the Core
       License; (ii) offer to sell or sell any VR(2) Compliant Products which
       are not incorporated within a tape drive manufactured by or for
       StorageTek; or (iii) sell any tape drive containing VR(2) Compliant
       Products prior to verification by Overland of such VR(2) Compliant
       Products in accordance with ARTICLE 3 and payment of all fees in
       accordance with ARTICLE 4.

                                  ARTICLE III.

                 VERIFICATION OF IMPLEMENTATION COMPLIANT CORES

3.1    TEST PLATFORMS. On the Effective Date, Overland has delivered to
       StorageTek *** test platforms for the VR(2) Core. StorageTek acknowledges
       receipt of such test platforms and further acknowledges and agrees that
       such test platforms are fully functional and available for their intended
       use on the Effective Date.


                                       6

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


3.2    VERIFICATION. StorageTek, at its sole cost and expense, will design,
       manufacture (or have manufactured) and characterize a Test Chip for each
       VR(2) Compliant Product that it intends to incorporate into its next
       generation proprietary tape drive products. For each Test Chip,
       StorageTek will test and deliver to Overland, free of charge, five (5)
       samples of such Test Chip ("SAMPLES") and a copy of the log generated by
       testing such Samples ("TEST RESULTS"). The Implementation Compliant Core
       will be verified upon (a) Overland's acceptance of the Test Results
       provided by StorageTek or (b) acceptable test results for such Test Chip
       generated by Overland. Overland will notify StorageTek, in writing, as
       soon as practical based on available resources and time schedules, but in
       any event within thirty (30) days of delivery by StorageTek of the
       Samples and the Test Results to Overland ("VERIFICATION PERIOD"), whether
       the Implementation Compliant Core of the Test Chip has been verified or
       has failed the verification process. If the Implementation Compliant Core
       of any Test Chip fails the verification process, Overland will provide to
       StorageTek details of the errors that caused the failure. The parties
       will repeat the above process until either (x) the Test Chip is verified
       or (y) StorageTek withdraws the Test Chip from the verification process
       or (z) the parties agree that the Test Chip is verified. If Overland
       fails to confirm the result of the verification process within the
       Verification Period, the Test Chip subject to verification will be deemed
       verified.

3.3    SALE OF VR(2) COMPLIANT PRODUCTS. If (i) the Test Chip for an
       Implementation Compliant Core has been verified in accordance with the
       provisions of SECTION 3.2 and (ii) the VR(2) Compliant Products
       containing such verified Implementation Compliant Core in such Test Chip
       runs the Functional Test Vectors without detection of any errors (or
       where Overland waives in writing such detected errors pursuant to SECTION
       3.2), StorageTek may sell such VR(2) Compliant Products manufactured by
       or for StorageTek solely as part of a tape drive manufactured by or for
       StorageTek without further verification.

3.4    SAMPLES OF VR(2) COMPLIANT PRODUCTS. Within ninety (90) days of
       verification in accordance with SECTION 3.2, StorageTek will provide to
       Overland, free of charge, five (5) samples of each VR(2) Compliant
       Product manufactured by or for StorageTek on each process used for such
       manufacture.


                                   ARTICLE IV.

                               FEES AND ROYALTIES

4.1    CORE LICENSE FEE. In consideration for the Core License and Overland's
       delivery of the test platforms to StorageTek pursuant to SECTION 3.1,
       StorageTek will pay to Overland an up-front, non-refundable fee of $***,
       which fee shall be due and payable immediately on the Effective Date.


                                       7

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED

4.2    CONTRACT ENGINEERING SERVICES. During the development of StorageTek's
       next generation proprietary tape drive product through ***, Overland will
       provide to StorageTek contract engineering services. As consideration for
       such contract engineering services, on each of *** and ***, StorageTek
       will pay in arrears to Overland non-refundable fees of $***, plus, as
       mutually agreed to by the parties in advance, Overland's *** expenses ***
       in connection with such contract engineering services. StorageTek shall
       deliver payment for such fees and *** expenses to Overland on each such
       respective date.

4.3    ROYALTY. In consideration for the Core License, for each VR(2) Compliant
       Product sold by StorageTek as part of a tape drive, StorageTek shall pay
       to Overland a royalty amount for each Channel contained within such VR(2)
       Compliant Product in accordance with the terms and conditions set forth
       in EXHIBIT B. StorageTek shall deliver such royalty payments to Overland
       not later than *** days after the end of each Quarter (or portion
       thereof) during the Term of this Agreement.

4.4    ADDITIONAL CONTRACT ENGINEERING SERVICES. Subsequent to the development
       of StorageTek's next generation proprietary tape drive product employing
       the VR(2) Technology, upon written request of StorageTek, Overland may
       elect to provide to StorageTek additional contract engineering services.
       Consideration for such additional services will be determined on the
       basis of the type and scope of work requested.

4.5    RECORDS AND REPORTS. StorageTek will keep accurate and sufficient records
       to determine any and all amounts owed to Overland under this Agreement,
       including, without limitation, the aggregate number of Channels contained
       in all VR(2) Compliant Products sold by StorageTek as part of tape drives
       in each Quarter (or portion thereof) during the Term of this Agreement.
       StorageTek will make a preliminary written report detailing the basis for
       any computations and deliver such report to Overland within *** days
       after the end of each Quarter (or portion thereof) during the Term of
       this Agreement. If no royalty is due, the report will so state.
       StorageTek will provide the corresponding final written report to
       Overland not later than *** days after the end of each Quarter. Overland
       acknowledges that the preliminary written report may contain material,
       non-public information of StorageTek and Overland will not disclose to
       any third party any material, non-public information contained in such
       preliminary written report. Records necessary for the computation of
       amounts payable by StorageTek under this Agreement will be maintained by
       StorageTek for a period of *** years following each accounting report
       due, including the last accounting report due upon termination of this
       Agreement for any reason. Upon *** days advance prior notice to inspect,
       StorageTek will make such records open to inspection by an independent
       auditor selected by Overland and approved by StorageTek, which approval
       will not be withheld unreasonably, not more than *** each calendar year
       during regular business hours of StorageTek. Such independent auditor
       only will use such records to determine the accuracy of royalties paid
       and reports submitted to Overland. StorageTek will (i) reimburse Overland
       for the expenses of such audits *** and (ii) immediately pay to Overland
       the amount of any such underpayment. Any overpayment


                                       8

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

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                                                CONFIDENTIAL TREATMENT REQUESTED


       will be offset against the next payment under this Agreement to be paid
       by StorageTek to Overland.

4.6    PAYMENTS AND TAXES. All payments made pursuant to this Agreement will be
       made in United States dollars. Notwithstanding any other provision of
       this Agreement, any amounts payable under this Agreement will be paid
       without notice, demand, counterclaim, deduction, set off, offset or
       defense and without abatement, suspension, deferment, diminution, or
       reduction. StorageTek will pay all national, federal, state, local, or
       any other governmental use, sales, excise, occupational, property (ad
       valorem), consumer and similar taxes or duties now in force or enacted in
       the future relating to any license fees, service fees, royalties or other
       payments due to Overland pursuant to this Agreement, except for income
       taxes due and owing by Overland based on amounts received by Overland
       under this Agreement. If Overland is required to pay any such tax, fee or
       charge otherwise payable by StorageTek hereunder, StorageTek will
       promptly reimburse Overland after Overland provides StorageTek with
       evidence of the amounts paid, so that payments to Overland will be in
       full and free of all liability for such taxes, fees or charges or other
       deductions.

                                   ARTICLE V.

                            CONFIDENTIAL INFORMATION

5.1    CONFIDENTIAL INFORMATION. Each party agrees that any information
       identified as confidential ("CONFIDENTIAL INFORMATION"), including,
       without limitation, the Documentation, Functional Test Vectors, VR(2)
       Intellectual Property Derivatives, VR(2) Core, VR(2) Technical
       Information, VR(2) Inventions and VR(2) Technology provided to StorageTek
       by Overland, which is made available to the other party in accordance
       with this Agreement shall be kept confidential. The disclosing party
       hereunder shall mark or identify its Confidential Information as
       "confidential." *** Each party will use the other party's Confidential
       Information only for the purposes contemplated and permitted by this
       Agreement. Neither party will disclose the other party's Confidential
       Information to any third party except as may be required (i) by court
       order (PROVIDED that the party subject to such court order gives prompt
       written notice thereof to the party whose Confidential Information will
       be disclosed and cooperates in any motion or action to prevent or limit
       the required disclosure), and (ii) pursuant to any discovery obligation
       in litigation, PROVIDED that a mutually agreeable protective order has
       been entered by the court. Each party further agrees to protect the other
       party's Confidential Information from unauthorized use or disclosure in
       the same manner as it protects its own similar Confidential Information
       (but in no event with less than reasonable care), and to limit access to
       the other party's Confidential Information to those of its employees and
       agents who need such access for purposes contemplated and permitted by
       this Agreement. This obligation of confidentiality shall last until the
       later of: (x) *** from the date when the confidential information is
       disclosed to the recipient; or (y) the termination date of this
       Agreement.


                                       9

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

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                                                CONFIDENTIAL TREATMENT REQUESTED


5.2    EXCLUSIONS. The obligations in this ARTICLE 5 will not apply to any
       information that is: (i) presently publicly available, except as
       disclosed in violation of this Agreement; (ii) lawfully received by any
       party from a third party who is or who was not bound in a confidential
       relationship to the other party; (iii) already properly and lawfully in
       possession of any party prior to the Effective Date or the date of its
       disclosure, or information which such party demonstrates with appropriate
       documentation was known prior hereto; (iv) required by law or
       governmental regulation or necessary for the purpose of enforcement of
       this Agreement; or (v) independently developed by one party without use
       of any Confidential Information of the other party by employees who have
       had no access to such Confidential Information.

5.3    PRESS RELEASES. Neither party shall issue a press release relating to
       this Agreement without the prior written consent of the other party
       (which consent shall not be withheld unreasonably); PROVIDED, HOWEVER,
       that such consent shall not apply to the parties disclosure requirements
       under the federal securities laws or other applicable governmental laws,
       regulations or agencies.

                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

6.1    LICENSOR.

       6.1.1    Overland warrants that it has full power and authority to enter
                into this Agreement. Overland warrants that it owns and has the
                necessary authority to grant the Core License.

       6.1.2    Overland is not a party to, subject to, or bound by any
                agreement or any judgment, award, order, writ, injunction or
                decree of any court, governmental body or arbitrator, which
                could prevent the carrying out of this Agreement; and there is
                (i) no action, suit, dispute or governmental, administrative,
                arbitration or regulatory proceeding pending or, to Overland's
                knowledge, threatened nor (ii) to Overland's knowledge, any
                investigation pending or, to Overland's knowledge, threatened
                against or relating to Overland, which, in either case, could
                prevent Overland from carrying out its obligations under this
                Agreement.

       6.1.3    StorageTek acknowledges and agrees that Overland makes no
                representations or warranties as to the commercial utility of
                the Documentation, VR(2) Intellectual Property, VR(2)
                Intellectual Property Derivatives, VR(2) Core, VR(2) Technical
                Information, VR(2) Technology, or any other items provided by
                Overland ("OVERLAND ITEMS") pursuant to this Agreement. OVERLAND
                DOES NOT WARRANT THAT THE OVERLAND ITEMS WILL MEET STORAGETEK'S
                REQUIREMENTS


                                       10

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


                OR THAT THE OVERLAND ITEMS WILL OPERATE IN THE COMBINATIONS
                WHICH STORAGETEK MAY SELECT FOR USE. THE OVERLAND ITEMS ARE
                PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF
                MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
                NONINFRINGEMENT. FURTHER, OVERLAND DOES NOT WARRANT, GUARANTEE,
                OR MAKE ANY REPRESENTATIONS REGARDING USE, OR THE RESULTS OF
                USE, OF THE OVERLAND ITEMS. THE ENTIRE RISK AS TO THE RESULTS
                AND PERFORMANCE OF THE OVERLAND ITEMS IS ASSUMED BY STORAGETEK.

       6.1.4    StorageTek acknowledges and agrees that it is solely and
                exclusively responsible for any and all of its activities
                carried out under the license granted or otherwise under
                this Agreement. StorageTek acknowledges and agrees that
                Overland makes no representations, extends no warranties of
                any kind, either express or implied, and assumes no risk,
                liability or responsibilities whatsoever with respect to
                the practice or use by StorageTek, its agents, assigns,
                employees, customers, subcontractors or other third parties
                of any of the Overland Items. StorageTek acknowledges and
                agrees that Overland makes no representations or warranties
                as to (i) the validity of any of the VR(2) Intellectual
                Property and/or VR(2) Intellectual Property Derivatives, or
                (ii) except as provided in SECTION 7.2, the absence of or
                freedom from alleged infringement of third-party patents or
                absence of or freedom from third-party infringers.

       6.1.5    THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
                WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND
                GUARANTEES WITH RESPECT TO THE OVERLAND ITEMS, WHETHER EXPRESS
                OR IMPLIED, ARISING BY LAW, CUSTOM OR ORAL OR WRITTEN STATEMENTS
                BY OVERLAND, ITS AGENTS, OR REPRESENTATIVES OR OTHERWISE.
                OVERLAND MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO
                THE OVERLAND ITEMS.

6.2    LICENSEE.

       6.2.1    StorageTek warrants that it has full power and authority to
                enter into this Agreement.

       6.2.2    StorageTek is not a party to, subject to, or bound by any
                agreement or any judgment, award, order, writ, injunction or
                decree of any court, governmental body or arbitrator, which
                could prevent the carrying out of this Agreement; and there is
                (i) no action, suit, dispute or governmental, administrative,
                arbitration or regulatory proceeding pending or, to StorageTek's
                knowledge, threatened nor (ii) to


                                       11

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


                StorageTek's knowledge, any investigation pending or, to
                StorageTek's knowledge, threatened against or relating to
                StorageTek, which, in either case, could prevent StorageTek from
                carrying out its obligations under this Agreement.

       6.2.3    StorageTek represents and warrants that it has the knowledge,
                expertise and capability necessary to use the Overland Items in
                a safe and effective manner. StorageTek acknowledges and agrees
                that (i) Overland has no control over, or responsibility for,
                the manner in which StorageTek uses the Overland Items and (ii)
                StorageTek uses the Overland Items solely and exclusively at its
                own risk.

6.3    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
       AGREEMENT, OVERLAND WILL NOT BE RESPONSIBLE OR LIABLE UNDER ANY PROVISION
       OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, PRODUCT LIABILITY,
       STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR NON-RECURRING
       ENGINEERING COSTS, MANUFACTURING STARTUP COSTS, LOSS OF GOODWILL, LOSS OR
       INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
       TECHNOLOGY, OR OTHER ECONOMIC LOSS OR ANY INDIRECT, INCIDENTAL OR
       CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES AND
       LOSS OF PROFITS, REGARDLESS OF WHETHER OVERLAND HAS BEEN ADVISED OF THE
       EXPECTATION OR EXISTENCE OF SUCH DAMAGES. THE LIABILITY OF OVERLAND UNDER
       ANY THEORY WHATSOEVER, EXCEPT FOR THIRD-PARTY INTELLECTUAL PROPERTY
       INFRINGEMENT PURSUANT TO SECTION 7.2 BELOW, WILL BE LIMITED TO PAYMENT OF
       AN AMOUNT NOT GREATER THAN AMOUNTS ACTUALLY RECEIVED BY OVERLAND PURSUANT
       TO THIS AGREEMENT.


                                  ARTICLE VII.

                                    INDEMNITY

7.1    INDEMNITY BY STORAGETEK. StorageTek will indemnify and hold harmless
       Overland and its directors, officers, employees, agents, successors and
       assigns from and against any and all liability, damages, losses, claims,
       demands, actions, judgments, costs, attorneys' fees, disbursements and
       expenses incurred in connection with any action, claim or demand against
       Overland by reason of losses, injury to or death of any person or damage
       to or destruction of property or the environment arising out of or
       resulting from (a) any material breach of this Agreement by StorageTek,
       (b) any breach of any representations or warranties made by StorageTek in
       this Agreement, (c) the practice or use of any of the Overland Items by
       StorageTek, (d) any and all activities carried out by StorageTek pursuant
       to this Agreement, (e) any use or defects of any kind relating to a VR(2)
       Compliant Product manufactured by or for StorageTek, (f) infringement
       based on the making, using,


                                       12

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


       selling or offering for sale of any VR(2) Compliant Product manufactured
       by or for StorageTek, *** (g) *** the making, using, selling or offering
       for sale of any devices incorporating VR(2) Compliant Products, or (h)
       the negligent, reckless or willful acts or omissions of StorageTek, its
       employees, subcontractors or agents in any and all activities carried out
       under this Agreement. StorageTek will not be responsible for any such
       losses, damages, liabilities, claims, actions, judgments, costs, demands,
       attorneys' fees, disbursements and expenses to the extent caused by the
       negligence or willful misconduct of Overland, its directors, officers or
       employees. If an action, claim or demand is filed against Overland for
       which StorageTek is to be responsible under this provision, Overland will
       promptly notify StorageTek in writing of such action, claim or demand.
       Upon receipt of such notice from Overland, if StorageTek acknowledges in
       writing to Overland that StorageTek is obligated to indemnify Overland
       under the terms of this SECTION 7.1 in connection with such action, claim
       or demand, then StorageTek will be entitled, if it so elects, to take
       control of the defense and investigation of such action, claim or demand
       and to employ and engage attorneys of its own choice to handle and defend
       the same at StorageTek's sole cost, risk and expense and Overland will
       thereafter cooperate in all reasonable respects with StorageTek and its
       attorneys in the investigation, trial and defense of such action, claim
       or demand and any appeal arising therefrom. Overland may also, through
       independent counsel and at its own cost, participate in such
       investigation, trial and defense of such action, claim or demand and any
       appeal arising therefrom. StorageTek may effect no settlement without the
       prior written approval of Overland, which approval will not be
       unreasonably withheld.

7.2    INDEMNITY BY OVERLAND. Overland will indemnify and hold harmless
       StorageTek and its directors, officers, employees, agents, successors and
       assigns from and against any and all liability, damages, losses, claims,
       demands, actions, judgments, costs, attorneys' fees, disbursements and
       expenses incurred in connection with any action, claim or demand against
       StorageTek by reason of injury to or death of any person or damage to or
       destruction of property or the environment arising out of or resulting
       from (a) any material breach of this Agreement by Overland, (b) any
       breach of any representations or warranties made by Overland in this
       Agreement, (c) any and all activities carried out by Overland pursuant to
       this Agreement, (d) the negligent, reckless or willful acts or omissions
       of Overland, its employees, subcontractors or agents in any and all
       activities carried out under this Agreement, or (e) infringement based on
       the making, using, selling or offering for sale of any VR(2) Compliant
       Product manufactured by or for StorageTek, to the extent that such
       infringement relates specifically to the VR(2) Core. Overland will not be
       responsible for any such losses, damages, liabilities, claims, actions,
       judgments, costs, demands, attorneys' fees, disbursements and expenses to
       the extent caused by the negligence or willful misconduct of StorageTek,
       its directors, officers or employees. If an action, claim or demand is
       filed against StorageTek for which Overland is to be responsible under
       this provision, StorageTek will promptly notify Overland in writing of
       such action, claim or demand. Upon receipt of such notice from
       StorageTek, if Overland acknowledges in writing to StorageTek that
       Overland is obligated to indemnify StorageTek under the terms


                                       13

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED



       of this SECTION 7.2 in connection with such action, claim or demand,
       then Overland will be entitled, if it so elects, to take control of the
       defense and investigation of such action, claim or demand and to employ
       and engage attorneys of its own choice to handle and defend the same at
       Overland's sole cost, risk and expense and StorageTek will thereafter
       cooperate in all reasonable respects with Overland and its attorneys in
       the investigation, trial and defense of such action, claim or demand and
       any appeal arising therefrom. StorageTek may also, through independent
       counsel and at its own cost, participate in such investigation, trial
       and defense of such action, claim or demand and any appeal arising
       therefrom. Overland may effect no settlement without the prior written
       approval of StorageTek, which approval will not be unreasonably
       withheld.

7.3    LIABILITY FOR INJURIES TO PERSONNEL. Each party will be solely
       responsible for, and will indemnify the other party against, all claims,
       losses, litigation, damages and expenses resulting from injuries to or
       the death of any of its personnel occurring while any such person is
       traveling to or from any of the other party's facilities, or is otherwise
       engaged in activities incident to this Agreement.


                                  ARTICLE VIII.

                              TERM AND TERMINATION

8.1    TERM. This Agreement will commence on the Effective Date and shall
       terminate upon *** (the "TERM").

8.2     ***

8.3    TERMINATION. Either party may terminate this Agreement and all licenses
       granted pursuant to this Agreement immediately: (i) in the event of a
       material breach, including any failure by StorageTek to make payments of
       any amounts to Overland when due, of any term of this Agreement by the
       other party which continues uncured for a period of *** after the
       non-breaching party provides written notice to the breaching party; (ii)
       upon any breach of the provisions of ARTICLE 5; or (iii) upon a breach by
       either party of any provision of ARTICLE 9. Either party may terminate
       this Agreement or suspend performance, if at any time during the Term of
       this Agreement, the other party: becomes insolvent or becomes unable to
       meet its obligations as they become due; makes a general assignment for
       the benefit of creditors; petitions, applies for, suffers or permits with
       or without its consent the appointment of a custodian, receiver, trustee
       in bankruptcy or similar officer for all or any substantial part of its
       business or assets; or avails itself or becomes subject to any proceeding
       under the Federal Bankruptcy Code or any similar state, federal or
       foreign statute relating to bankruptcy, insolvency, reorganization,
       receivership, arrangement, adjustment of debts, dissolution or
       liquidation, which proceeding is not dismissed within *** days of
       commencement thereof. ***


                                       14

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


8.4    ACCRUED OBLIGATIONS. Termination of this Agreement will not relieve
       either party of any then-accrued payment obligations under this
       Agreement. Any and all payments by either party to the other party
       accrued pursuant to this Agreement as of the date of termination will
       remain due and payable in accordance with the terms hereof.

8.5    CONSEQUENCES OF TERMINATION. Upon any termination or expiration of this
       Agreement for any reason whatsoever, StorageTek will immediately deliver
       to Overland all Overland Items, including any and all Confidential
       Information and other materials related to, embodying, or associated
       with, any of the Documentation, Functional Test Vectors, VR(2)
       Intellectual Property, VR(2) Intellectual Property Derivatives, VR(2)
       Core, VR(2) Technical Information, and/or VR(2) Technology, made
       available to, or produced by, StorageTek pursuant to the terms of this
       Agreement. Any termination of this Agreement will not eliminate any
       liability arising out of the conduct prior to the actual date of
       termination, and either party may, following such termination, pursue
       such remedies as may be available with respect to such liabilities. In
       addition, the obligations of *** will survive any termination of this
       Agreement. Within *** days after termination of this Agreement for any
       reason whatsoever, StorageTek will: (i) certify in writing to Overland
       that StorageTek has satisfied all of its obligations under this
       SECTION 8.5; (ii) fill all outstanding purchase orders for any product or
       device integrating the VR(2) Compliant Product; and (iii) pay all accrued
       and unpaid royalties pursuant to SECTION 4.3. Immediately upon
       termination of this Agreement, StorageTek will not accept further
       purchase order of any VR(2) Compliant Product and/or any product or
       device integrating any VR(2) Compliant Product. In the event of a
       material breach of this Agreement by Overland, *** In the event of
       Overland's bankruptcy, insolvency, inability to meet its obligations as
       they become due, general assignment for the benefit of creditors,
       petition, application for (with or without its consent) the appointment
       of a custodian, receiver, trustee in bankruptcy or similar officer for
       all or any substantial part of its business or assets, or if Overland
       avails itself or becomes subject to any proceeding under the Federal
       Bankruptcy Code or any similar state, federal or foreign statute relating
       to bankruptcy, insolvency, reorganization, receivership, arrangement,
       adjustment of debts, dissolution or liquidation, which proceeding is not
       dismissed within sixty (60) days of commencement thereof, ***.


                                   ARTICLE IX.

                              COMPLIANCE WITH LAWS

9.1      CERTAIN LAWS. Without limiting the generality of this SECTION 9.1, each
         party hereby acknowledges and agrees that certain laws of the United
         States, including the Foreign Corrupt Practices Act, 15 U.S.C. sections
         78dd-1, ET SEQ., prohibit any person subject to the jurisdiction of the
         United States from making any payment of money or anything of value,
         directly or indirectly, to any foreign political party or candidate for
         foreign political


                                       15

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


         office for the purpose of obtaining or retaining business. Each party
         hereby represents and warrants that, in the performance of its duties
         pursuant to this Agreement, it has not made, and will not make, any
         such proscribed payment. Each party will indemnify and hold harmless
         the other party from and against any and all claims, losses and
         liabilities attributable to any breach by such party of its obligations
         under this SECTION 9.1.

9.2      UNITED STATES EXPORT CONTROLS. Without limiting the generality of
         SECTION 9.1, each party specifically acknowledges that certain of the
         Overland Items ("TECHNICAL DATA") may be subject to United States
         export controls, pursuant to the Export Administration Regulations, 15
         C.F.R. Parts 768-799. Each party will comply strictly with any
         applicable requirements of the Export Administration Regulations with
         respect to all such Technical Data. Without limiting the generality of
         the foregoing obligation, each party hereby expressly agrees that,
         without the prior written authorization of Overland (in the case of
         StorageTek) and the United States Commerce Department, such party will
         not, and will cause its representatives to not (a) export, reexport,
         divert or transfer any such Technical Data, or any direct product
         thereof, to any destination, company, or person prohibited by the
         Export Administration Regulations, or (b) disclose any such Technical
         Data to any national of any country when such disclosure is prohibited
         by the Export Administration Regulations. StorageTek will make its
         records available to Overland at Overland's reasonable request, in
         order to permit Overland to confirm StorageTek's compliance with its
         obligations as set forth in this SECTION 9.2.


                                   ARTICLE X.

                                   ARBITRATION

10.1   GOVERNING LAW. This Agreement will be governed in all respects solely and
       exclusively by the laws of the State of California, U.S.A. without regard
       to conflict of law principles. The United Nations Convention on the
       International Sale of Goods will not apply to this Agreement.

10.2   MANDATORY ARBITRATION. All disputes, controversies, or claims arising out
       of, relating to, or in connection with this Agreement, including without
       limitation the determination of the scope of the agreement to arbitrate,
       will be finally settled by arbitration in accordance with the Expedited
       Procedures of the Commercial Arbitration Rules ("RULES") of the American
       Arbitration Association ("AAA"), applicable at the time of submission of
       the dispute to arbitration. The arbitration will take place in San Diego,
       California at the offices of the AAA. The dispute will be resolved by a
       single arbitrator appointed by the AAA in accordance with the list
       procedure described in Paragraph 13 of the Rules, except that the AAA
       will transmit the list within ten (10) days of the filing of the Demand
       for Arbitration, and the Parties will have five (5) days to return the
       list to the AAA with their objections


                                       16

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REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


       and preferences. The place of arbitration will be San Diego,
       California, and the exclusive language to be used for the arbitration
       proceedings will be English.

10.3   ANCILLARY RELIEF. Nothing herein will prevent a party, prior to
       appointment of the arbitrator, from making application to any court of
       competent jurisdiction, for any provisional remedy available at law or in
       equity. Such application for relief will not constitute a waiver of this
       agreement to arbitrate. Upon appointment, the arbitrator will have
       exclusive authority to order provisional or interim relief, except that
       any relief ordered by the arbitrator may be immediately and specifically
       enforced by a court otherwise having jurisdiction. The parties waive
       objection to venue and consent to the personal jurisdiction of the
       federal courts of San Diego, California, U.S.A. in any action to enforce
       this agreement to arbitrate or any order or award of the arbitrator, or
       for the provisional or interim remedies provided for in this Agreement.

10.4   EXPENSES. In any arbitration proceeding pursuant to this Agreement, each
       party will bear the expenses of its witnesses. All other costs of
       arbitration, including, without limitation, the fees and expenses of the
       arbitrators, the cost of the record or transcripts thereof, if any,
       administrative fees, the reasonable attorneys' fees of the parties, and
       all other fees and costs will be allocated to the parties to the
       arbitration as determined by the arbitrator, except that the prevailing
       party in such arbitration will be entitled to recover its reasonable
       attorneys' fees and expenses.

10.5   DISCOVERY. Discovery will be limited to written requests for the
       production of documents, and Overland and StorageTek may each conduct
       depositions totaling not more than twenty (20) hours in the aggregate;
       PROVIDED, HOWEVER, that the arbitrators may approve requests for
       additional depositions upon good cause shown. The period for requesting
       documents will be sixty (60) days commencing upon the day that the answer
       is due under the Rules. The responding party will have thirty (30) days
       to produce the requested documents by sending copies to the requesting
       party or its representative via a recognized international courier
       service. The parties will also voluntarily produce all documents that
       they intend to use at the arbitration hearing and a list of intended
       witnesses ten (10) days before the close of discovery subject to
       supplementation for purposes of rebuttal or good cause shown. The parties
       waive any right to seek any discovery not provided for in this Agreement
       irrespective of whether the laws of any country provide for different or
       additional discovery in international arbitration. The arbitrator will
       hold a pre-hearing conference within three (3) days of the close of
       discovery and will schedule and conclude the final hearing within sixty
       (60) days of the close of discovery. EACH PARTY HERETO HEREBY AGREES THAT
       THE ARBITRATION PROCEDURE PROVIDED IN THIS AGREEMENT WILL BE THE SOLE AND
       EXCLUSIVE METHOD OF RESOLVING ANY DISPUTES, CONTROVERSIES OR CLAIMS
       ARISING IN CONNECTION WITH, OR OUT OF THIS AGREEMENT, OR OTHERWISE
       BETWEEN THE PARTIES TO THIS AGREEMENT.


                                       17

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


                                   ARTICLE XI.

                                  MISCELLANEOUS

11.1   INDEPENDENT CONTRACTORS. StorageTek and Overland hereby declare and agree
       that: (i) each is engaged in an independent business and will perform its
       obligations under this Agreement as an independent contractor and not as
       the agent or employee of the other; (ii) the persons performing work for
       each party hereunder are not agents or employees of the other; (iii)
       StorageTek and Overland each has and hereby retains the right to exercise
       full control of and supervision over the performance of its obligations
       hereunder and full control over the employment, direction, compensation
       and discharge of all employees assisting in the performance of such
       obligations; (iv) StorageTek and Overland will each be solely responsible
       for all matters relating to payment of its respective employees,
       including compliance with worker's compensation, unemployment, disability
       insurance, social security, withholding and all other federal, state and
       local laws, rules and regulations governing such mattes; and (v)
       StorageTek and Overland each will be responsible for its own acts and
       those of its agents, employees and contractors during the performance of
       its obligations under this Agreement. Neither party nor any of its
       employees, agents or representatives will be deemed to be an agent or
       representative of the other party for any purpose. Neither party will
       have the right or authority to assign or create any obligation of any
       kind, express or implied, on behalf of the other party, or to act for or
       on behalf of the other party, to make commitments of any kind or bind it
       in any way, to accept any service of process upon, or to receive any
       notices of any nature whatsoever in its behalf.

11.2   ASSIGNMENT. Neither party may assign its rights or delegate its duties
       under this Agreement without the prior written consent of the other
       party; PROVIDED, HOWEVER, that any party may assign its rights and
       delegate its duties, either in whole or in part, under this Agreement to
       any wholly owned or controlled affiliate, PROVIDED that such assignment
       includes an express assumption of the assignor's obligations hereunder;
       and, FURTHER PROVIDED, that the assignor will continue to be responsible,
       jointly and severally with the assignee, for its obligations,
       responsibilities and duties hereunder. The assigning party will give to
       the other party written notification of any such assignment. Any
       attempted assignment or delegation in contravention of this SECTION 11.2
       will be void and of no effect. Notwithstanding the foregoing, either
       party will have the right to assign this Agreement as a part of the sale
       or transfer of all or substantially all of the party's business to which
       this Agreement relates.

11.3   NOTICE. Except as otherwise provided in this Agreement, all notices will
       be deemed to have been duly given when made in writing and delivered in
       person, sent by electronic facsimile transmission, deposited in the
       United States Mail, postage prepaid, certified mail, return receipt
       requested or sent by a express courier service which provides documented
       delivery, and addressed as follows: (i) if to Overland, send to Overland
       Data, Inc., 8975


                                       18

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REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


       Balboa Avenue, San Diego, CA 92123, Attention: Chief Financial Officer;
       and if to StorageTek, send to Storage Technology Corp., One Storage Tek
       Drive, Louisville, CO 80028, Attention: General Counsel. The address to
       which notices or communications may be given by any party may be changed
       by written notice given by such party to the other pursuant to this
       SECTION 11.3.

11.4   NO THIRD-PARTY BENEFICIARIES. The provisions of this Agreement are for
       the benefit solely of the parties and not for any other person.

11.5   WAIVERS. Waiver by either party of any breach by the other party will not
       be deemed a waiver by the non-breaching party of any other default. The
       failure or delay of either party to assert any of its rights under this
       Agreement will not be deemed to constitute a waiver of that party's right
       thereafter to enforce each and every provision of this Agreement in
       accordance with its terms.

11.6   AMENDMENTS. No provision of this Agreement will be deemed waived, amended
       or modified by either party, unless such waiver, amendment or
       modification is in writing and signed by the authorized representative of
       the party against whom it is sought to enforce such waiver, amendment or
       modification.

11.7   HEADINGS. The section and paragraph headings contained in this Agreement
       are for reference purposes only and will not affect in any way the
       meaning or interpretation of this Agreement.

11.8   SEVERABILITY. If any provision of this Agreement or the application of
       any such provision to any person or circumstance, is declared judicially
       to be invalid, unenforceable or void, such decision will not have the
       effect of invalidating or voiding the remainder of this Agreement, it
       being the intent and agreement of the parties that this Agreement will be
       deemed to have been amended by modifying such provision to the extent
       necessary to render it valid, legal and enforceable while preserving its
       intent or, if such modification is not possible, by substituting therefor
       another provision that is legal and enforceable and that achieves the
       same objective.

11.9   COUNTERPARTS. This Agreement may be executed in several duplicate
       originals in the English language, each of which will be deemed an
       original but all of which together will constitute one and the same
       instrument. All reports, data, information, notices, schedules, plans,
       records and other information required to be provided pursuant to this
       Agreement by either party will be in the English language. If a
       translation is made of this Agreement, it will be made for the
       convenience of StorageTek and the English version of this Agreement,
       rather than the translated version, will be deemed to be controlling.

11.10  ENTIRE AGREEMENT. This Agreement embodies the entire agreement of
       StorageTek and Overland and supersedes all prior agreements,
       understandings and communications,


                                       19

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


       whether written or oral, between the parties or by either of them with
       respect to its subject matter.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the Effective Date.


<TABLE>

<S>                                          <C>
OVERLAND DATA, INC.:                         STORAGE TECHNOLOGY CORP.:


By:   /s/ Vernon A. LoForti                  By:   /s/ Roger D. Archibald
   -------------------------------------        -------------------------------------
      Vernon A. LoForti                            Roger D. Archibald
      Vice President and Chief Financial           VP & GM of the Enterprise Business
      Officer                                      Group

</TABLE>


                                       20

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>



                                    EXHIBIT A

                               VR(2) SPECIFICATION

                                       ***







THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


                                    EXHIBIT B

                                    ROYALTIES

                                       ***










                                        2


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.


<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


                                    EXHIBIT C

                                  OVERLAND MARK


StorageTek will use the following artwork for the Overland Mark to comply with
the obligations and requirements set forth in SECTION 2.3.7:


                                     [LOGO]


***













                                        3

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>


                                                CONFIDENTIAL TREATMENT REQUESTED


                                    EXHIBIT D

                            VR(2) TECHNOLOGY DIAGRAM

                                       ***











                                        4

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.