<PAGE>

                                               CONFIDENTIAL TREATMENT REQUESTED



                                  SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT is effective this 5th day of November 1999 (the "EFFECTIVE
DATE"), between Overland Data, Inc., a California corporation, having a place of
business at 8975 Balboa Avenue, San Diego, CA 92123 ("SELLER") and Seagate
Technology, Inc., a Delaware corporation, having a place of business at 1650
Sunflower Ave., Costa Mesa, California ("BUYER").

In consideration of the mutual promises and covenants 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:

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

1.2    CORE TECHNOLOGY.  The term "Core Technology" means the patent rights as
       described and claimed in United States Patent Nos. 5712863, 5815514 and
       5931968.

1.3    DOCUMENTATION.  The term "Documentation" means all present and future
       manuals, notebooks, quick reference guides, comments and publications of
       every nature, and all corrections, modifications and revisions thereto,
       relating to Products.

1.4    IMPROVEMENTS AND MODIFICATIONS.  The term "Improvements and
       Modifications" means any and all changes in the design or Specifications
       of any of the Products or the Core Technology, including the addition of
       new features or capacities.

1.5    CORE TECHNOLOGY IMPROVEMENTS.  The term "Core Technology Improvements"
       means the improvements and modifications to the Core Technology where
       implementation of such improvements and modifications would infringe upon
       the patent claims of the Core Technology.

1.6    INTELLECTUAL PROPERTY.  The term "Intellectual Property" means copyright
       rights (including, without limitation the right to use, reproduce,
       modify, distribute, publicly display and publicly perform the copyrighted
       work), trademark rights (including, without limitation, trade names,
       trade marks, service marks and trade dress) patent rights (including,
       without limitation, the exclusive right to make, use or sell), trade
       secrets, moral rights, rights of publicity, goodwill and all other
       intellectual property rights as may exist now and/or hereafter come into
       existence and all renewals and extensions thereof,

                                       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

regardless of whether such rights arise under the laws of the United States or
any other country or jurisdiction.

1.7    INVENTION.  The term "Invention" means any idea, design, concept,
       technique, invention, discovery, algorithm or improvement relating to the
       Products, whether or not patentable.

1.8    NEXT GENERATION TRAVAN CARTRIDGE.  The term "Next Generation Travan
       Cartridge" means the next and future generations of Travan Cartridges,
       including (1) Travan NS Cartridge after the Travan NS 20 Cartridge, and
       (2) Travan Cartridge after the Travan 20 GB Cartridge, and (3) off-path
       Travan technology based Cartridges, all of which are presently expected
       to have a capacity of greater than 20 GB (compressed).

1.9    NEXT GENERATION TRAVAN DRIVE.  The term "Next Generation Travan Drive"
       means a non-read-while-write drive which reads and writes data onto a
       Next Generation Travan Cartridge.

1.10   PRODUCTS.  The term "Products" means any present or future Travan VR(2)
       ASIC.

1.11   SPECIFICATIONS.  The term "Specifications" means the specification for
       the Product as described in EXHIBIT B attached hereto.

1.12   TRAVAN VR(2) ASIC.  The term "Travan VR(2) ASIC" means an ASIC embodying
       the VR(2) technology, which is a modification of existing ASIC designs
       of Seller specifically adapted for incorporation into Next Generation
       Travan Drives which utilize non-read-while-write technology, such ASIC
       specification for which is attached as EXHIBIT B.



                                    ARTICLE II.

                           SALE AND PURCHASE OF PRODUCTS

2.1    SALE AND PURCHASE. Seller agrees to sell and Buyer agrees to buy Products
       and such other items as may be mutually agreed upon subject to the terms
       of this Agreement. Buyer will purchase Products pursuant to this
       Agreement by issuing purchase orders from time to time.

2.2    RESTRICTIONS.  Throughout the term of this Agreement and for five years
       thereafter, Buyer will not (i) market, offer to sell, or sell any
       Products purchased from Seller, except as part of Next Generation Travan
       Drives, to third parties.

2.3    TERM OF AGREEMENT.  This Agreement will commence on the Effective Date
       and, except as otherwise provided in this Agreement, will terminate one
       year from the Effective Date. The term of this Agreement will
       automatically renew for an additional one-year term on

                                       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.

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                                               CONFIDENTIAL TREATMENT REQUESTED

       each anniversary of the Effective Date unless either party provides
       the other party with written notice of such party's intention not to
       renew at least 90 days prior to such anniversary.

2.4    PURCHASE ORDERS. Buyer will order Products by submitting purchase orders
       to Seller in writing by priority or overnight U.S. mail, facsimile,
       overnight private courier, or other electronic means mutually agreed upon
       between the parties (the "PURCHASE ORDERS").  Each Purchase Order will
       contain the item ordered, description, quantity, date for delivery or
       performance, destination, and total price of the Purchase Order.  Seller
       will have 10 business days after receipt of a Purchase Order to reject
       the Purchase Order. Acceptance by Seller is limited to the provisions of
       this Agreement and Seller's Acknowledgement.  Seller will not ship any
       Products to Buyer without prior receipt of a Purchase Order.

2.5    FORECASTS. Buyer will provide Seller monthly rolling forecasts of Buyer's
       anticipated requirements for the Products for the six-month period
       following the date of the forecast, including the first two months of
       such forecast as a firm purchase order.  Buyer will not be bound by the
       forecast for any period beyond the first two months and will have no
       liability to Seller for any differences between a forecast requirement
       for any period beyond the first two months of such forecast and the
       actual Purchase Orders for such months submitted by Buyer.

2.6    PRECEDENCE.  Each Purchase Order issued under this Agreement will be made
       part of, and be incorporated into, this Agreement.  Unless otherwise
       specifically agreed to in writing between Buyer and Seller, the terms and
       conditions of this Agreement will take precedence and govern any accepted
       Purchase Order, or any additional terms stated on any such Purchase
       Order, notwithstanding any contrary terms and conditions in the printed
       portion of Buyer's Purchase Order form or Seller's Order Acknowledgment.

2.7    CANCELLATION OF PURCHASE ORDERS.  Buyer may cancel the undelivered
       portion of any purchase order upon written notice of cancellation to
       Seller.  Upon receipt of notice of cancellation, Seller shall immediately
       stop work on the undelivered portion of the affected Purchase Order and
       make no further commitments for materials or services to complete such
       affected Purchase Order.

       a.     In the event of such notice of cancellation (unless such
       cancellation is due to the default of Seller), Buyer will pay Seller for
       direct, reasonable and actual out-of-pocket expenses, excluding overhead
       and similar items, and any other expenses for which Seller is obligated
       to reimburse its foundry, which either Seller or its foundry incurred
       directly as a result of preparations to deliver such canceled Products.

       b.     In connection with such cancellation of Purchase Orders, Buyer may
       require Seller to transfer title and deliver to Buyer, in the manner and
       on the terms hereinafter set forth for non-cancelled orders any completed
       Products from such cancelled order.

                                       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.

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                                               CONFIDENTIAL TREATMENT REQUESTED

       c.     In no event shall Buyer's liability to Seller as a result of
       cancellation of a Purchase Order exceed the total price of the cancelled
       portion of such Purchase Order.

2.8    CAPACITY AND ALLOCATION.  Seller will use commercially reasonable efforts
       to satisfy Buyer's Purchase Orders and forecasted requirements.  In the
       event that Seller's capacity to produce the Products is constrained for
       any reason, Seller will allocate such constrained supply among the
       accepted purchase orders of its customers at its sole discretion, and
       Buyer shall be released from Purchase Order obligations for amounts in
       excess of Product allocated to Buyer.

2.9    SHIPPING. Buyer reserves the right to designate means of shipping.
       Shipping methods will be as stated on Buyer's Purchase Order.  No changes
       will be made unless authorized in writing by Buyer.  F.O.B. point will be
       foundry facility as designated in EXHIBIT A.  All shipments will be
       adequately packaged to prevent any damage during normal transportation.

2.10   TITLE AND RISK OF LOSS.  Title to, and risk of loss of, the Products will
       pass to Buyer upon transfer of the Products to the F.O.B. point of
       shipment. Buyer will make any claims against Seller for shortages in
       quantities shipped within 30 days from the date of shipment.

2.11   FORCE MAJEURE.  Neither party will be considered in default or liable for
       any failure to perform its obligations under this Agreement if such
       failure arises out of an act of nature, war, strikes, lockouts, trade
       disputes, fires, quarantine restrictions, Governmental action or any
       other causes beyond the reasonable control of that party.  The affected
       party will immediately notify the other in writing if a force majeure
       event delays performance and will state the revised date for performance.
       Should Seller's inability to perform because of a force majeure event
       continue for a period in excess of 30 days, Buyer will not be obligated
       to purchase, at a later date, that portion of the Products that Seller is
       unable to deliver because of a force majeure event.


                                    ARTICLE III.

                            PRICES AND TERMS OF PAYMENT

3.1    PRICES. All Buyer purchases will be based on the prices in attached
       EXHIBIT C. Upon any automatic renewal pursuant to the provisions of
       SECTION 2.3, the parties will execute and date another revision of
       EXHIBIT C setting forth Product pricing for such renewed term.

3.2    PAYMENT TERMS.  Payment terms are *** after receipt of Seller's invoice.
       Bills of lading and shipping notices will be forwarded with Seller's
       invoice as needed.  Seller's invoice will specify Buyer's Purchase Order
       number.  All sales of Product will be F.O.B. foundry facility.

                                       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

3.3    TAXES.  Unless otherwise stated in writing by Seller, all prices quoted
       will be exclusive of all national, federal, state, local or any other
       governmental use, sales, excise, occupational, property (ad valorem) and
       similar taxes or duties now in force or enacted in the future. If any
       such tax, fee or charge of any nature whatsoever is imposed on the
       transaction, such tax will be paid by Buyer in addition to the prices
       quoted or invoiced.  If Seller is required to pay any such tax, fee or
       charge at the time of sale or thereafter, Buyer will promptly reimburse
       Seller after Seller provides Buyer with evidence of the amounts paid.

3.4    CREDITS.  Amounts owed to Buyer due to rejections of Products, or
       discrepancies on paid invoices will be, at Seller's option, fully
       credited against future invoices payable by Buyer, or paid by Seller
       within 30 calendar days from Seller's receipt of a debit memo or other
       written request for payment from Buyer.

3.5    NO SET-OFFS.  Buyer will not set off any amount owing at any time from
       Seller or any of Seller's affiliated companies to Buyer or its
       subsidiaries or affiliates against any amount payable at any time by
       Buyer in connection with this Agreement and/or any Purchase Order issued
       pursuant to this Agreement.

3.6    METHOD OF PAYMENT.  All payments under this Agreement for the Products
       purchased by Buyer will be made in United States dollars by (i) check, or
       (ii) wire transfer to the account specified in Seller's Acknowledgement.
       A finance charge of ***% per month will be assessed on any amounts which
       are past due.


                                    ARTICLE IV.

WARRANTIES

4.1    WARRANTY OBLIGATION.  Seller warrants that for a period of one year (the
       "WARRANTY PERIOD") from the date of shipment of the Products that such
       Products will (a) be in compliance with the material terms of the
       Specification attached hereto as EXHIBIT B, and (b) be of good
       workmanship and free from substantial defects.  Seller further warrants
       that Seller has title to the Products.  Seller does not warrant that all
       defects will be corrected.  The foregoing warranty will be subject to
       Buyer or the end-user installing and using the Products in accordance
       with the Specifications.  Further, the foregoing warranty will not extend
       to any Products which have been subject to mishandling, misuse, accident,
       improper installation, application or use, nor does such warranty extend
       to any Products that have been modified, repaired or altered by persons
       other than Seller.  Seller's sole obligation under this warranty is
       limited to either (i) correction or modification of any substantial
       defect(s) to the extent that such defect(s) can be documented, isolated,
       reproduced and corrected, or (ii) product replacement.

                                       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.

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                                               CONFIDENTIAL TREATMENT REQUESTED

4.2    FUNCTIONAL TEST VECTORS.  Seller shall provide Buyer with functional test
       vectors for the Products.  It is the intent of the parties that the
       functional test vectors will be provided as tools to assist Buyer in
       verifying that the Products meet the Specifications.

4.3    REMEDY.  If Seller receives notice, verbal followed by written, from
       Buyer within the Warranty Period of failure of Products to satisfy the
       above warranties, then, one of the following remedies will be selected
       upon mutual agreement of the parties:  (i) Seller will replace the
       Products upon receipt from Buyer of the Products which prove to be
       defective, (ii) Seller will correct at no charge to Buyer any defective
       or non-conforming Products, (iii) Buyer will return such defective or
       non-conforming Products to Seller and recover from Seller the amount paid
       to Seller by Buyer thereof, or (iv) Buyer will correct the defective or
       non-conforming Product itself and charge Seller with the cost of such
       correction upon prior approval of Seller. If, for Products alleged to be
       defective or non-conforming and which are returned to Seller by Buyer,
       Seller determines that the parts returned by Buyer are not defective,
       Seller will return such non-defective parts to Buyer at Buyer's expense
       and Buyer will refund all shipping charges previously paid by Seller.
       THE ABOVE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER FOR A
       BREACH OF THE WARRANTY BY SELLER FOR THE PRODUCTS.

4.4    EXCLUSIONS.  The foregoing warranty will not apply to adjustments,
       modifications, replacements, or repair caused by:  (i) accident,
       transportation, mishandling, neglect, misuse or alterations by persons
       other than Seller; (or (II) the use or operation of the Products in
       violation of the Specification.

4.5    DISCLAIMER.  SELLER DOES NOT WARRANT THAT THE PRODUCTS WILL MEET BUYER'S
       REQUIREMENTS OR THAT THE PRODUCT WILL OPERATE IN THE COMBINATIONS WHICH
       BUYER MAY SELECT FOR USE.  THE PRODUCTS ARE PROVIDED WITHOUT ANY EXPRESS
       OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
       PURPOSE.  FURTHER, SELLER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
       REPRESENTATIONS REGARDING USE, OR THE RESULTS OF USE, OF THE PRODUCTS.
       THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCTS IS
       ASSUMED BY BUYER.

                                     ARTICLE V

                              LIMITATION OF LIABILITY

5.1    LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
       THIS AGREEMENT, SELLER 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 LOSS
       OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES
       OR TECHNOLOGY, OR

                                       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.

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                                               CONFIDENTIAL TREATMENT REQUESTED

       ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT
       LIMITATION, LOSS OF REVENUES AND LOSS OF PROFITS REGARDLESS OF WHETHER
       SELLER HAS BEEN ADVISED OF THE EXPECTATION OR EXISTENCE OF SUCH
       DAMAGES.  ANY LIABILITY OF SELLER UNDER ANY THEORY WHATSOEVER WILL BE
       LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR, IF UNENFORCEABLE, TO
       PAYMENT OF AN AMOUNT NOT GREATER THAN AMOUNTS ACTUALLY RECEIVED BY
       SELLER PURSUANT TO THIS AGREEMENT OR $***, WHICHEVER IS GREATER.

                                     ARTICLE VI

                         CONFIDENTIAL DATA AND DISCLOSURES

6.1    CONFIDENTIAL INFORMATION.  Each party agrees that any information
       identified, and marked as confidential ("CONFIDENTIAL INFORMATION"),
       including this Agreement and any schedules and exhibits thereto and the
       VR(2) Technical Information, which is made available to the other party
       in accordance with this Agreement shall be kept 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), (ii) pursuant to any discovery obligation in litigation
       provided that a mutually agreeable protective order has been entered by
       the court, and (iii) pursuant to any applicable Securities and Exchange
       Commission ("SEC") filing rules, regulations and/or requirements ("SEC
       DISCLOSURE"), provided, however, that if a party desires to so disclose
       the Confidential Information of the other party, the filing party (a)
       will provide 30 days written notice to the other party of its intent to
       file such other party's Confidential Information so as to enable the
       other party to indicate which portions of its Confidential Information
       to excerpt (the "EXCERPTED PORTIONS") and the general reasons therefor,
       and (b) will make application to the SEC for confidential treatment of
       the Excerpted Portions unless the filing party provides a written
       opinion of counsel addressed to the other party that disclosure of
       certain of the Excerpted Portions is mandatory under applicable SEC
       rules and regulations and that filing of such a request for confidential
       treatment would be improper.  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 for four (4)  years from the date the
       Confidential Information is disclosed to the recipient, regardless of
       the termination date of this Agreement.

                                       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.

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                                               CONFIDENTIAL TREATMENT REQUESTED

6.2    EXCLUSIONS.  The obligations in this Article VI will not apply to any
       information which is (i) publicly available, except as disclosed in
       violation of this Agreement; or (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; or (iii) already properly and lawfully in possession
       of any party prior to the date of this Agreement or the date of its
       disclosure, or information which such party demonstrates with appropriate
       documentation was known prior hereto; or (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; or (vi) not marked as
       "Confidential" or other similar legends indicating the confidential
       nature of the information.

6.3    THIRD PARTY MANUFACTURERS.  Notwithstanding the above, Buyer may share
       such Confidential Information with a third party, but only to the extent
       necessary for that third party to integrate Product into Buyer's product.
       Prior to such disclosure Buyer will insure that the third party signs a
       confidentiality agreement incorporating restrictions on disclosure of
       Confidential Information substantially similar to restrictions in this
       Section 6.3.


                                    ARTICLE VII

                           INTELLECTUAL PROPERTY RIGHTS

7.1    INTELLECTUAL PROPERTY RIGHTS TO THE PRODUCTS AND CORE TECHNOLOGY.  All
       right, title and interest in or to the Intellectual Property of the
       Products, including the Core Technology and including any and all
       Inventions, Improvements and Modifications to the Products and Core
       Technology developed by or for Seller, shall be solely owned by Seller.

7.2    IMPROVEMENTS AND MODIFICATIONS TO THE CORE TECHNOLOGY DEVELOPED BY BUYER.
       If Buyer desires to develop or develops any Core Technology Improvements,
       the parties must mutually agree upon the ownership or licensing to Seller
       of such Core Technology Improvements prior to the implementation of such
       Core Technology Improvements in the Product by either party.

7.3    IMPROVEMENTS AND MODIFICATIONS TO THE PRODUCT (EXCLUDING THE CORE
       TECHNOLOGY) DEVELOPED BY BUYER.  All right, title and interest in or to
       the Intellectual Property of the Product, excluding the Core Technology
       and including any and all Inventions, Improvements and Modifications to
       the Products (excluding Core Technology) developed by or for Buyer, shall
       be solely owned by Buyer.

                                    ARTICLE VIII

                                       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.

<PAGE>

                                               CONFIDENTIAL TREATMENT REQUESTED

                                   LICENSE GRANT

8.1    LICENSE GRANT.  Subject to the terms and conditions of this Agreement,
       Seller hereby grants to Buyer ***.

8.2    TRADEMARK USAGE.  Buyer will comply with all applicable laws and
       governmental regulations pertaining to the proper use and designation of
       Seller's lawful trademarks.


                                     ARTICLE IX

                                     INDEMNITY

9.1    INDEMNITY BY SELLER. Seller will indemnify and hold harmless Buyer 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 Buyer by
       reason of injury to or death of any person or damage to or destruction of
       property arising out of or resulting from the negligent, reckless or
       willful acts or omissions of Seller, its employees, subcontractors or
       agents in supplying the Products to Buyer pursuant to this Agreement.
       Seller will not be responsible for any such losses, damages, liabilities,
       claims, actions, judgments, costs, demands, attorneys' fees,
       disbursements and expenses caused by the sole negligence or willful
       misconduct of Buyer, its directors, officers or employees.  If an action,
       claim or demand is filed against Buyer for which Seller is to be
       responsible under this provision, Buyer will promptly notify Seller in
       writing of such action, claim or demand.  Upon receipt of such notice
       from Buyer, if Seller acknowledges in writing to Buyer that Seller is
       obligated to indemnify Buyer under the terms of this SECTION 9.1 in
       connection with such action, claim or demand, then Seller 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 Seller's
       sole cost, risk and expense and Buyer will thereafter cooperate in all
       reasonable respects with Seller and its attorneys in the investigation,
       trial and defense of such action, claim or demand and any appeal arising
       therefrom.  Buyer 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.  Seller may
       effect no settlement without the prior written approval of Buyer, which
       approval will not be unreasonably withheld.  Seller also agrees to carry
       fire and extended coverage insurance, and to be responsible for any of
       Buyer's property while in Seller's possession, to maintain such property
       in good condition, and not to dispose of such property except in
       accordance with Buyer's instructions and the terms hereunder.

9.2    INDEMNITY BY BUYER. Buyer will indemnify and hold harmless Seller 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,

                                       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.

<PAGE>

                                               CONFIDENTIAL TREATMENT REQUESTED

       disbursements and expenses incurred in connection with any action, claim
       or demand against Seller by reason of losses, injury to or death of any
       person or damage to or destruction of property arising out of or
       resulting from any sales or use of devices incorporating the Products,
       or the negligent, reckless or willful acts or omissions of Buyer, its
       employees, subcontractors or agents in the use or sale of the Products.
       Buyer will not be responsible for any such losses, damages, liabilities,
       claims, actions, judgments, costs, demands, attorneys' fees,
       disbursements and expenses caused by the sole negligence or willful
       misconduct of Seller, its directors, officers or employees. If an
       action, claim or demand is filed against Seller for which Buyer is to be
       responsible under this provision, Seller will promptly notify Buyer in
       writing of such action, claim or demand.  Upon receipt of such notice
       from Seller, if Buyer acknowledges in writing to Seller that Buyer is
       obligated to indemnify Seller under the terms of this SECTION 9.2 in
       connection with such action, claim or demand, then Buyer 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 Buyer's
       sole cost, risk and expense and Seller will thereafter cooperate in all
       reasonable respects with Buyer and its attorneys in the investigation,
       trial and defense of such action, claim or demand and any appeal arising
       therefrom.  Seller 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.  Buyer may
       effect no settlement without the prior written approval of Seller, which
       approval will not be unreasonably withheld.  Buyer also agrees to carry
       fire and extended coverage insurance, and to be responsible for any of
       Seller's property while in Buyer's possession, to maintain such property
       in good condition.

9.3    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 X.

                         INTELLECTUAL PROPERTY INFRINGEMENT

10.1   REPRESENTATIONS.  Seller represents and warrants that it knows of no
       trade secret misappropriation that has occurred and has no reason to
       believe that a misappropriation will occur with regard to any Product or
       Documentation delivered to Buyer, and it knows of no patent, trademark,
       copyright or other proprietary rights infringement by the Products on the
       Effective Date of this Agreement.

10.2   DEFENSES.  Seller will indemnify, defend any suit or proceeding brought
       against, Buyer or its customers based on a claim that the Products, or
       any part thereof, as supplied by Seller and used within the scope of this
       Agreement constitutes an infringement of any U.S.

                                       10

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                                               CONFIDENTIAL TREATMENT REQUESTED

       patent, copyright, trademark, trade secret or any other proprietary right
       of any third party or embodied in the Products as supplied by Seller,
       provided that (i) Buyer notifies Seller in writing within 30 days of the
       claim, (ii) Seller has sole control of the defense and all related
       settlement negotiations, and (iii) Buyer provides Seller with the
       assistance, information and authority necessary to perform the above.
       Seller will have no liability or obligation to defend any such claim of
       infringement based on:  (a) use of a superseded or altered version of
       the Product if such infringement would have been avoided by the use of a
       current unaltered version of the Product supplied by Seller; (b) any
       customized Products, to the extent such customization was at the request
       of Buyer; or (c) the combination, operation, or use of the Products
       supplied by Seller pursuant to this Agreement with other devices and
       components not supplied by Seller if such infringement would have been
       avoided by the use of the Products solely without such devices or
       components.

10.3   REMEDIES.  If the Product is held or is believed by Seller to infringe,
       Seller will have the option, at its expense, to (i) modify the Product
       to be non-infringing; (ii) obtain for Buyer and its customers a license
       to continue using the Product; or (iii) replace the Product with
       non-infringing alternatives which conform to the Product specification.
       THIS SECTION STATES SELLER'S ENTIRE LIABILITY FOR INFRINGEMENT.


                                     ARTICLE XI

                                  PRODUCT TRAINING

11.1   DEVELOPER KIT. Upon receipt of $*** from Buyer, Seller will provide to
       Buyer a Developer Kit, including the items set forth in EXHIBIT D.  The
       Developer Kit will include a rudimentary training session ("VR(2)
       UNIVERSITY") on the use of the Products at the scheduled times set forth
       in EXHIBIT D.  Telephonic support from Seller for a period of fifteen
       (15) working days immediately following the completion of VR(2)
       University is included as part of the Develop Kit.  Buyer will pay any
       travel, lodging, and other out-of-pocket expenses for its respective
       employees to attend VR(2) University.

11.2   ENGINEERING SUPPORT.  Upon Buyer's request, Seller will provide
       telephonic engineering support to Buyer at a rate of $*** per hour.
       Seller will invoice Buyer on a monthly basis for such engineering
       support.  Buyer will pay a minimum charge of $*** in any such month Buyer
       uses such telephonic support.  Seller will accumulate and calculate the
       charges for such telephonic support on the basis of 0.10 hour time
       increments, each such time increment corresponding to six minutes of
       time.


                                    ARTICLE XII.

                                    TERMINATION

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                                               CONFIDENTIAL TREATMENT REQUESTED

12.1   TERMINATION.  Either party may terminate this Agreement immediately (i)
       in the event of a material breach, including any failure by Buyer to make
       payments of any amounts to Seller 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 VI (Confidential Data and
       Disclosures); or (iii) upon a breach by a party of any provision of
       Article XII (Compliance with Laws).

12.2   INSOLVENCY.  Either party may terminate this Agreement or suspend
       performance, if at any time during the term of this Agreement the other
       party will becomes insolvent or is 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; 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.

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

12.4   CONSEQUENCES OF TERMINATION. Upon termination of this Agreement for any
       reason whatsoever, each party will immediately deliver to the other all
       Confidential Information and other materials related to, embodying, or
       associated with, any of the Documentation, the VR(2) Technical
       Information, and the Intellectual Property made available to, or
       produced by, Buyer 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 ARTICLE IV and SECTIONS 5.1, 6.1, 6.2, 7.1, , 9.1, 12 and
       13, will survive any termination of this Agreement. Within 30 calendar
       days after termination of this Agreement for any reason whatsoever, each
       party will certify in writing to the other that it has satisfied all of
       its obligations under this Section.

                                   ARTICLE XIII.

                                COMPLIANCE WITH LAWS

13.1   CERTAIN LAWS. Parties hereby acknowledge and agree 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

                                       12

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                                               CONFIDENTIAL TREATMENT REQUESTED

       party or candidate for foreign political office for the purpose of
       obtaining or retaining business.  Parties hereby represent and warrant
       that, in the performance of their duties pursuant to this Agreement,
       each has not made, and will not make, any such proscribed payment.  Each
       party will indemnify and hold harmless the other from and against any
       and all claims, losses and liabilities attributable to any breach by
       that party of its obligations under this SECTION 13.1.

                                       13

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REQUEST.  REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY
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                                               CONFIDENTIAL TREATMENT REQUESTED

13.2   UNITED STATES EXPORT CONTROLS.  Without limiting the generality of
       SECTION 13.1, each party specifically acknowledges that certain of the
       Confidential Information ("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.

                                    ARTICLE XIV.

                                    ARBITRATION

14.1   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 laws principles.  The United Nations Convention on the
       International Sale of Goods will not apply to this Agreement.

14.2   DISPUTE RESOLUTION. In any disputes, controversies, or claims arising out
       of, relating to, or in connection with this Agreement or between the
       parties, including the determination of the scope of the agreement to
       arbitrate, the parties agree to first endeavor to settle the dispute in
       an amicable manner by good faith discussions and bargaining between the
       parties.  If the parties are unable to resolve the controversy, upon
       request of one party, the parties agree to submit the dispute to an
       arbitrator for final and binding arbitration at a location to be
       determined by the non-requesting party.  The arbitration will comply with
       and be governed by provisions of the California Arbitration Act before an
       arbitrator experienced in the matter to be decided.

14.3   ARBITRATION EXCEPTION; INJUNCTIVE RELIEF AVAILABILITY.  Notwithstanding
       the foregoing, any claim relating to either of the parties' confidential
       information, trademarks, or other proprietary technology or intellectual
       property may be, at either parties' election, be determined by a court
       located in San Francisco, California, to whose exclusive jurisdiction the
       parties hereby consent.  Each party shall be authorized and entitled to
       obtain preliminary and permanent injunctive relief, which rights and
       remedies shall be cumulative and in addition to any other rights or
       remedies to which a party may be entitled.

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                                               CONFIDENTIAL TREATMENT REQUESTED

14.4   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 Francisco, 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.

14.5   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 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.

14.6   DISCOVERY. In any arbitration proceeding pursuant to this Agreement,
       discovery will be limited to written requests for the production of
       specific documents.  The period for requesting documents will be 30 days
       commencing upon the day that the answer is due under the Rules.  The
       responding party will have 15 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 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 days of the close of discovery and will schedule and hold the final
       hearing within 30 days of the close of discovery. Except as set forth in
       Section 14.2, 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.

                                    ARTICLE XV.

                               EPIDEMIC PRODUCT FAILURE

15.1   EPIDEMIC PRODUCT FAILURE.  For the purposes of this Agreement, "Epidemic
       Product Failure" means ***.  The parties agree, however, that in no event
       shall an Epidemic

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                                               CONFIDENTIAL TREATMENT REQUESTED

       Product Failure be deemed to occur during a Product ramp-up period of ***
       from the first shipment of Products to Buyer. In the case of an Epidemic
       Product Failure, Buyer and Seller shall cooperate to implement the
       following procedure:

       15.1.1 Buyer shall promptly notify Seller upon discovery of the failure.

       15.1.2 Within five (5) working days Seller shall give an initial response
              indicating its preliminary plans for diagnosing the problem.

       15.1.3 Seller and Buyer shall jointly exert all commercially reasonable
              efforts to diagnose the problem and plan a work-around or more
              permanent solution.

       15.1.4 Seller shall prepare and consult with Buyer regarding a recovery
              plan as well as an appropriate work-around, as an interim
              solution, if the parties mutually decide that such an interim
              solution is required.

15.2   MANUFACTURING LICENSE.  Seller hereby grants to Buyer a *** license to
       manufacture or have manufactured the Products (the "Manufacturing
       Rights") which Buyer may exercise at any time upon notice to Seller and
       upon the occurrence of either of the following:

       15.2.2 A Recovery Plan is not mutually agreed to in writing by the
              parties within thirty (30) days from the date of initial
              notification of the problem by Buyer to Seller. For the purposes
              of this Agreement, a "Recovery Plan" means a plan for which each
              party has devoted all commercially reasonable efforts to determine
              the root cause of the problem, and which includes (i)
              identification of the corrective action, and (ii) written
              milestones for the performance of the corrective action.

       15.2.3 Notwithstanding the terms of Section 2.8 hereof, If Seller
              consistently or continuously fails to supply Buyer with Products
              meeting the Specifications in the quantities (i) contained on a
              firm forecast of Buyer, and (ii) included in a firm non-cancelable
              Purchase Order submitted by Buyer and accepted by Seller pursuant
              to the terms of Section 2.4 ("Purchase Orders") hereof. For the
              purposes of this Section 15.2.3, Seller shall be deemed to have
              failed consistently in performing its obligations to supply
              Products if ***.

       15.2.4 If Buyer does exercise its Manufacturing Rights pursuant to this
              Section 15.2, the provisions of Section 15.3 shall additionally
              apply.

15.3   ROYALTIES AND REPORTING PROVISIONS.  In the event that Buyer exercises
       its Manufacturing Rights as provided in Section 15.2, and in the event
       that the parties have not previously executed a VR(2) Core License
       Agreement , the parties shall negotiate in good faith prior to the first
       sale of the Products manufactured by or for Buyer (i) the Product
       royalties to be paid to Seller by Buyer, (ii) the payment procedures and
       (iii) the sales and royalty reporting

                                       16

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                                               CONFIDENTIAL TREATMENT REQUESTED

       obligations of Buyer.  In general, Buyer shall additionally permit
       Seller to conduct an audit, no more than once per each six (6) month
       period and upon prior written notice to Buyer, to examine such books,
       records and accounts of Buyer to verify royalties due to Seller
       hereunder.  The parties currently intend to negotiate and execute a
       VR(2) Core License Agreement for the Products which shall contain such
       additional terms as are described in this Section 15.3.

                                    ARTICLE XVI.

                                   MISCELLANEOUS

16.1   INDEPENDENT CONTRACTORS.  Buyer and Seller hereby declare and agree that
       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; that the persons performing work for
       each party hereunder are not agents or employees of the other. 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.

16.2   ASSIGNMENT.  Except as otherwise expressly proved in this Agreement,
       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. Any attempted
       assignment or delegation in contravention of this SECTION 16.2 will be
       void and of no effect.

16.3   NOTICE. Except as otherwise provided in this Agreement, all notices will
       be deemed to have been given when 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 Seller, Overland Data, Inc., 8975 Balboa
       Avenue, San Diego, CA 92123; and (ii) if to Buyer: Seagate Technology,
       Inc., 1650 Sunflower Avenue, Costa Mesa, CA 92626.  These addresses may
       be changed by written notice given by such party to the other pursuant to
       this SECTION 16.3.

16.4   NO THIRD PARTY BENEFICIARIES.  Except as otherwise provided in this
       Agreement, the provisions of this Agreement are for the benefit solely of
       the parties and not for any other person.

16.5   WAIVERS.  Waiver by either party of any breach by the other party will
       not be deemed a waiver of any other default.  The failure or delay of
       either party to assert any of its rights


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                                               CONFIDENTIAL TREATMENT REQUESTED

       under this Agreement will not be deemed a waiver of that party's right
       thereafter to enforce each and every provision of this Agreement

16.6   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.

16.7   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.

16.8   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.

16.9   COUNTERPARTS. This Agreement may be executed in several duplicate
       originals , each of which will be deemed an original but all of which
       together will constitute one and the same instrument.

16.10  ENTIRE AGREEMENT. This Agreement embodies the entire agreement of Buyer
       and Seller respecting the Products and supersedes all prior agreements,
       understandings and communications, whether written or oral, between the
       parties with respect to its subject matter.

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


SELLER:  OVERLAND DATA, INC.              BUYER:  SEAGATE TECHNOLOGY, INC.


By: /s/ Scott McClendon                   By: /s/ Larry McMannon

Name: Scott McClendon                     Name:  Larry McMannon

Title: President & CEO                    Title: VP & General Manager

Date: 11/5/99                             Date: 11/5/99


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                                               CONFIDENTIAL TREATMENT REQUESTED

                                  EXHIBIT A

                          TRAVAN-TM- VR(2)-TM- ASIC ORDERS

1. Buyer acknowledges that the Products are fabricated in lots having a size
   corresponding to the aggregate number of parts ordered as set forth below.

                     VOLUME ORDERED              LOT SIZE

                     25k - 50k                   2,500 UNITS

                     50k - 100k                  10,000 UNITS

                     100k - 250k                 15,000 UNITS

                     250k+                       25,000 UNITS

2. Buyer will place purchase orders having a minimum order quantity of 2,500
   units of the Products.

3. Buyer acknowledges that the minimum lead-time for fabrication and delivery of
   any Products ordered will be 60 days from the date of receipt of Seller's
   Acknowledgement.

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                                               CONFIDENTIAL TREATMENT REQUESTED

                                     EXHIBIT B

                      SINGLE CHANNEL VR(2) ASIC SPECIFICATION

                                        ***


                                       20

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                                               CONFIDENTIAL TREATMENT REQUESTED

                               OVERLAND CONFIDENTIAL

                                     EXHIBIT C

                      TRAVAN VR(2) ASIC PRICE/VOLUME SCHEDULE


                     ASIC ANNUAL VOLUME   PRICE/ASIC

                     ***


                                       21

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                                               CONFIDENTIAL TREATMENT REQUESTED

                               OVERLAND CONFIDENTIAL

                                     EXHIBIT D

                         TRAVAN VR(2) ASIC DEVELOPER'S KIT

As part of the Travan VR(2) ASIC Developer's Kit, Overland will provide the
following items:

-      A five (5) day training session at Overland's facilities "VR(2)
       University".  This training course will commence on September 13th, 1999
       and be completed on September 16th, 1999.  Overland will provide the
       facility and refreshments during the day.  All other travel related
       expenses are the responsibility of the buyer.

-      Fifteen (15) working days of telephonic engineering support.  This
       support time begins on September 17th, 1999 and concludes at the end of
       the business day on October 7th, 1999.

-      A test PWB (with schematic) including the current single-channel VR(2)
       ASIC.

-      A set of software with documentation for Test PWB communications and
       coefficient calculations.

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