<Page>


                                                                    Exhibit 10.6


                                                CONFIDENTIAL TREATMENT REQUESTED


                       VR(2) TECHNOLOGY LICENSE AGREEMENT


THIS VR(2) TECHNOLOGY LICENSE AGREEMENT (this "AGREEMENT") is made and entered
into as of this 4th day of September, 2001 (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 Quantum
Corporation, a Delaware corporation, having a place of business at 501 Sycamore
Drive, Milpitas, CA 95035 ("QUANTUM").

                                    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.       Quantum has requested a *** license grant, except as to
particulars noted in Section 2.1.3(c), 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 Quantum under
the terms and conditions in this Agreement.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
other terms and conditions contained in this Agreement 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 will have the meanings so defined unless the context
clearly indicates otherwise, and a term defined in the singular will include the
plural and vice versa when the context so indicates:

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

1.2      CHANNEL. The term "CHANNEL" means 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 (in each
         such case only by or for Quantum); (ii) incorporate such VR(2)
         Compliant Products solely into tape drives manufactured by or for
         Quantum; (iii) promote, market, offer to sell, sell, and distribute
         such VR(2) Compliant Products as a part of tape drives manufactured by
         or for Quantum; (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 Quantum
         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 Quantum, to


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.

                                       1
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


         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 to 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) data sheet 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.

1.8      OVERLAND MARK. The term "OVERLAND MARK" means the VR(2) trademark used
         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-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, field programmable gate array (FPGA) and/or ASIC
         developed by Quantum containing an Implementation Compliant Core and
         additional Quantum or customer circuitry providing significant
         functionality.

1.11     VR(2) CORE. The term "VR(2) CORE" means the single Channel core
         Overland proprietary technology using Very High Speed Integrated
         Circuit (VHSIC) Hardware Description Language 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 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, abridgment,
         modification, revision, derivative works or other form in which an
         existing work protected by copyright may be recast, transformed or
         adapted; (b) any translation, abridgment, 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,
         but not including "VR(2) Compliant Products" (except for the
         Implementation Compliant Cores contained therein).


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.


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.

                                       2
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


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
         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 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.
         "VR(2) Technology" also includes any related Documentation, Functional
         Test Vectors and Implementation Compliant Cores, and any VR(2)
         Intellectual Property, VR(2) Intellectual Property Derivatives, VR(2)
         Inventions, VR(2) Core, or VR(2) Technical Information but not any
         Quantum Technology.

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

1.18     QUANTUM TECHNOLOGY. The term "QUANTUM TECHNOLOGY" means all technology
         in or relating to Quantum products, including, without limitation, tape
         drives but not VR(2) Technology.

                                   ARTICLE II.

                                    LICENSES

2.1      TITLE.

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

         2.1.2    Each party will retain the sole ownership of any Intellectual
                  Property that it develops or acquires independently during the
                  Term of this Agreement; provided, however, 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 will be owned as follows:

                  ***

2.2      INTELLECTUAL PROPERTY. *** Quantum will at no time acquire or retain,
         or appropriate for its own use, any right, title or interest in or to
         any VR(2) Technology, regardless of inventorship or authorship.

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

         2.3.1    Quantum will at all times use commercially reasonable 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    ***


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.

                                       3
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


       2.3.3    Quantum will display the Overland Mark on: all Quantum
                advertising, marketing, promotional materials, and packaging
                relating thereto when the foregoing disclose technical
                specifications relating to the VR(2) Compliant Products. In
                addition, Quantum will use *** to use or display the Overland
                Mark in order to facilitate and promote sales of the VR(2)
                Compliant Products and to identify the VR(2) Technology as
                "patented technology."

2.4      USE OF TRADE NAMES AND MARKS. Quantum will not challenge the ownership
         or validity of the Overland Mark. Quantum will not use or register in
         any country any trademarks diluting or confusingly similar to the
         Overland Mark. Except as provided by this Agreement, Quantum 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 the Overland Mark.

2.5      SUBCONTRACTORS. Quantum may exercise its right to have manufactured
         VR(2) Compliant Products; provided, however, that: (i) Quantum notifies
         Overland of the identity of Quantum's subcontract manufacturer
         ("MANUFACTURER") not less than 30 days prior to the first prototype
         production by such Manufacturer. Overland will treat the identity of
         Quantum's subcontract manufacturer as confidential information; and
         (ii) Quantum 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 Quantum for incorporation into tape drives manufactured by or for
         Quantum. If any Manufacturer or sublicensee breaches any provision of
         this SECTION 2.5 or applicable sublicense agreement, Quantum will (x)
         provide prompt written notice to Overland of such breach if Quantum is
         aware of the breach and (y) use all commercially reasonable efforts to
         cure any such breach. If Quantum is unable to cure such breach within
         30 days of such notice, then, within 90 days of such notice, Quantum
         will (i) terminate the right of the original Manufacturer or
         sublicensee to produce VR(2) Compliant Products. Quantum further will
         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 of this
         Section 2.5(a) and (b) by such Manufacturer or sublicensee.

2.6      EXCLUSIONS. No right or license is granted to Quantum to: (i)
         sublicense any of the rights granted to Quantum pursuant to the Core
         License to sell any VR(2) Compliant Products which are not incorporated
         within a tape drive; (ii) offer to sell or sell any VR(2) Compliant
         Products which are not incorporated within a tape drive manufactured by
         or for Quantum; 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.

2.7      ***

2.8      ***

                                  ARTICLE III.

                  VERIFICATION OF IMPLEMENTATION COMPLIANT CORE

3.1      VERIFICATION. Quantum, at its sole cost and expense, may design, have
         designed, 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, Quantum will test and deliver to Overland, free of charge, five
         sample tape drives embodying 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 Quantum or (b) acceptable
         test results for such Test Chip generated by Overland. Overland will
         notify Quantum, in writing, as soon as practical based on available
         resources and time schedules, but in any event within 30 days of
         delivery by Quantum 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


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.

                                       4
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


         Compliant Core of any Test Chip fails the verification process,
         Overland will provide to Quantum 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) Quantum 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.

3.2      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 3.1 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 3.1), Quantum may sell such VR(2) Compliant Products
         manufactured by or for Quantum solely as part of a tape drive
         manufactured by or for Quantum without further verification.

                                   ARTICLE IV.

                               FEES AND ROYALTIES

4.1      CONTRACT ENGINEERING SERVICES. From the Effective Date until ***,
         Overland will provide to Quantum contract engineering services covering
         (a) system design of a future SDLT channel, (b) modification of VR(2)
         for a future SDLT system design and backward compatibility; (c) primary
         technical support to integrate and verify the VR(2) Core in a mixed
         signal design with a vendor of Quantum's choosing (d) assistance with
         verification of the system design and channel performance and (e) such
         other engineering services as the parties may mutually agree. As
         consideration for such contract engineering services, *** Quantum will
         pay in advance to Overland non-refundable fees of $250,000, plus, as
         mutually agreed to by the parties in advance in writing, any *** in
         connection with such contract engineering services. Quantum will
         deliver payment for such fees and *** expenses to Overland on each such
         respective date. ***

         ***

4.2      ROYALTY. In consideration for the Core License, Quantum will pay to
         Overland a royalty amount in accordance with the terms and conditions
         set forth in EXHIBIT B. Quantum will 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.

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

4.4      RECORDS AND REPORTS. Quantum 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 drives
         containing VR(2) Compliant Products sold by Quantum in each Quarter (or
         portion thereof) during the Term of this Agreement and the gross and
         net revenues associated therewith. Quantum will make a non-binding
         preliminary written royalty report detailing the royalty 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. Quantum 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 Quantum, and Overland will not disclose to


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.

                                       5
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


         any third party any material, non-public information contained in such
         preliminary written report. Records necessary for the computation of
         amounts payable by Quantum under this Agreement will be maintained by
         Quantum 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, Quantum will make such records open to inspection by an
         independent auditor selected by Overland and approved by Quantum, which
         approval will not be withheld unreasonably, not more than ***, in all
         such cases during regular business hours of Quantum. Such independent
         auditor only will use such records to determine the accuracy of
         royalties paid and reports submitted to Overland and shall not provide
         or display in any way a copy of the records to Overland. Quantum will
         (i) reimburse Overland for the expenses of such audits *** and (ii)
         promptly pay to Overland the amount of any such underpayment. Any
         overpayment will be offset against the next payment under this
         Agreement to be paid by Quantum to Overland or if no such payments are
         due, the overpayment shall be paid immediately to Quantum.

4.5      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. Quantum 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 Quantum pursuant to this
         Agreement, Quantum will promptly reimburse Overland after Overland
         provides Quantum 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 will keep confidential any
         information identified as confidential ("CONFIDENTIAL INFORMATION"),
         including, without limitation, the Documentation, Functional Test
         Vectors, VR(2) Intellectual Property Derivatives, VR(2) VHDL Model,
         VR(2) Technical Information, VR(2) Inventions and VR(2) Technology
         provided to Quantum by Overland, which is made available to the other
         party in accordance with this Agreement or test results, Quantum
         technology, Quantum inventions, test chips, and the terms and
         conditions of this Agreement. The disclosing party will mark or
         identify its Confidential Information as "confidential." *** The
         disclosing party will mark such written summary as its Confidential
         Information. 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 reasonable notice of such obligation has
         been provided to the other party and a mutually agreeable protective
         order has been sought by the party obligated to disclose such
         Information or (iii) for the purpose of delivering the VHDL Model or
         equivalent code to third party ASICs fabricators or third parties
         providing FPGA related software services who in each such case have
         entered into written confidentiality agreements covering such
         Confidential Information and with Overland's approval. Each party
         further will 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 will 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.


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.

                                       6
<Page>


                                                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) without obligation of
         confidentiality, 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 to this Agreement; (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 .

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

                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

6.1      REPRESENTATIONS BY OVERLAND.

         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 and rights to grant the licenses
                  granted by Overland herein.

         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 the best
                  of Overland's knowledge, threatened nor (ii) to the best of
                  Overland's knowledge, any investigation pending or, to the
                  best of 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    Overland makes no representations or warranties as to the
                  commercial utility of the 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 QUANTUM'S REQUIREMENTS OR THAT THE OVERLAND ITEMS
                  WILL OPERATE IN THE COMBINATIONS WHICH QUANTUM 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.

         6.1.4    The parties are solely and exclusively responsible for any and
                  all of their respective activities carried out under the
                  license granted or otherwise under this Agreement.

         6.1.5    THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
                  WARRANTIES, CONDITIONS, REPRESENTATIONS, 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. EXCEPT
                  AS PROVIDED EXPRESSLY HEREIN,


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.

                                       7
<Page>

                                                CONFIDENTIAL TREATMENT REQUESTED


                  OVERLAND MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH
                  RESPECT TO THE OVERLAND ITEMS.

6.2      REPRESENTATIONS BY QUANTUM.

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

         6.2.2    Quantum 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 the best
                  of Quantum's knowledge, threatened nor (ii) to Quantum's
                  knowledge, any investigation pending or, to the best of
                  Quantum's knowledge, threatened against or relating to
                  Quantum, which, in either case, could prevent Quantum from
                  carrying out its obligations under this Agreement.

         6.2.3    Quantum represents and warrants that it has the knowledge,
                  expertise and capability necessary to use the Overland Items
                  in a safe and effective manner. Quantum acknowledges and
                  agrees that (i) Overland has no control over, or
                  responsibility for, the manner in which Quantum uses the
                  Overland Items. EXCEPT AS EXPRESSLY PROVIDED HEREIN, QUANTUM
                  MAKES NO WARRANTIES OR REPRESENTATIONS.

6.3      LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
         THIS AGREEMENT, NEITHER PARTY WILL BE RESPONSIBLE OR LIABLE TO THE
         OTHER UNDER ANY PROVISION OF THIS AGREEMENT OR UNDER ANY CONTRACT,
         NEGLIGENCE, PRODUCT LIABILITY, STRICTLIABILITY OR OTHER LEGAL OR
         EQUITABLE THEORY FOR LOSS OF GOODWILL, LOSS OR INACCURACY OF DATA, OR
         ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT
         LIMITATION, LOSS OF REVENUES AND LOSS OF PROFITS, REGARDLESS OF WHETHER
         SUCH PARTY HAS BEEN ADVISED OF THE EXPECTATION OR EXISTENCE OF SUCH
         DAMAGES. THE LIABILITY OF EACH PARTY TO THE OTHER UNDER ANY THEORY
         WHATSOEVER, EXCEPT FOR THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT
         PURSUANT TO SECTION 7.2, 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 QUANTUM. Quantum 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
         Quantum, (b) any breach of any representations or warranties made by
         Quantum in this Agreement, (c) any and all activities carried out by
         Quantum pursuant to this Agreement, (d) any use or defects of any kind
         relating to a VR(2) Compliant Product or any other product manufactured
         by or for Quantum, ***, (e) infringement based on the making, using,
         selling or offering for sale of any VR(2) Compliant Product or any
         other product manufactured by or for Quantum, ***, (f) ***, the making,
         using, selling or offering for sale of any devices incorporating VR(2)
         Compliant Products Product or any other product manufactured by or for
         Quantum, or (g) the negligent, reckless or willful acts or omissions of
         Quantum, its employees, subcontractors or agents in any and all
         activities carried out under this Agreement. Quantum will not be
         responsible for any such losses, damages, liabilities, claims, actions,
         judgments, costs, demands,

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.

                                       8
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


         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 Quantum is to be responsible under this provision, Overland
         will promptly notify Quantum in writing of such action, claim or
         demand. Upon receipt of such notice from Overland, if Quantum
         acknowledges in writing to Overland that Quantum is obligated to
         indemnify Overland under the terms of this SECTION 7.1 in connection
         with such action, claim or demand, then Quantum 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 Quantum's sole cost, risk and
         expense and Overland will thereafter cooperate in all reasonable
         respects with Quantum 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. Quantum 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
         Quantum 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 Quantum 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 Quantum, 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
         Quantum, its directors, officers or employees. If an action, claim or
         demand is filed against Quantum for which Overland is to be responsible
         under this provision, Quantum will promptly notify Overland in writing
         of such action, claim or demand. Upon receipt of such notice from
         Quantum, if Overland acknowledges in writing to Quantum that Overland
         is obligated to indemnify Quantum under the terms 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 Quantum 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. Quantum 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 Quantum, 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 for the
         purpose of performing under this Agreement or is otherwise engaged in
         activities provided for under this Agreement, unless such claims,
         losses, litigation, damages and expenses are caused by the act or
         omission of the party seeking indemnification.

                                  ARTICLE VIII.

                              TERM AND TERMINATION

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


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.

                                       9
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


8.2      ***

8.3      TERMINATION. (a) Either party may terminate this Agreement and all
         licenses granted pursuant to this Agreement immediately: (i) upon any
         failure of a party to pay any amounts due that is not cured within ***
         days after the date of written notice sent by the non-breaching
         relating to such non-payment, (ii) in the event of a material breach of
         any term of this Agreement (not related to payment) by the other party
         which continues uncured for a period of *** days after the
         non-breaching party provides written notice to the breaching party; or
         (iii) upon any material breach of the provisions of Article 5 which by
         its nature is not capable of being cured (b) 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. ***

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 of this Agreement.

8.5      CONSEQUENCES OF TERMINATION. Upon any termination or expiration of this
         Agreement for any reason whatsoever, Quantum will deliver to Overland
         all Overland Confidential Information *** and other written materials
         related to, embodying, or associated with, (in any media) any VR(2)
         Technology, made available to, Quantum 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, Quantum will: (i) certify in writing to Overland
         that Quantum has to the best of its knowledge satisfied all of its
         obligations under this SECTION 8.5 to return all Overland's
         Confidential Information; (iii) pay all accrued and unpaid royalties
         pursuant to SECTION 4.2. Immediately upon termination of this
         Agreement, except as allowed under Section 8.6, Quantum will not
         advertise, fill or accept further purchase orders of any VR(2)
         Compliant Product and/or any products or devices 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 60 days of commencement thereof, ***.

8.6      ***

                                   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


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.

                                       10
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


         payment of money or anything of value, directly or indirectly, to any
         foreign political party or candidate for foreign political 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, without the prior written authorization of
         the United States Commerce Department, such party will not, and will
         cause its representatives to not (a) export, re-export, 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.

                                   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 10 days of the
         filing of the Demand for Arbitration, and the Parties will have five
         days to return the list to the AAA with their objections 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 in this Agreement 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.


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.

                                       11
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


10.5     DISCOVERY. Discovery will be limited to written requests for the
         production of documents, and Overland and Quantum may each conduct
         depositions totaling not more than 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 60 days commencing upon the day that the answer is due under
         the Rules. The responding party will have 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 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 days of the close of discovery and
         will schedule and conclude the final hearing within 60 days of the
         close of discovery. EACH PARTY TO THIS AGREEMENT 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 XI.

                                  MISCELLANEOUS

11.1     INDEPENDENT CONTRACTORS. Quantum 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 are not agents or employees of the other; (iii)
         Quantum and Overland each has and hereby retains the right to exercise
         full control of and supervision over the performance of its obligations
         pursuant to this Agreement and full control over the employment,
         direction, compensation and discharge of all employees assisting in the
         performance of such obligations; (iv) Quantum 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) Quantum 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
         pursuant to this Agreement; and, further provided, that the assignor
         will continue to be responsible, jointly and severally with the
         assignee, for its obligations, responsibilities and duties pursuant to
         this Agreement. 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 without the consent of the other party
         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, by electronic facsimile transmission with written
         confirmation of receipt, after deposited in the United States Mail,
         postage prepaid, certified mail, return receipt requested


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.

                                       12
<Page>


                                                CONFIDENTIAL TREATMENT 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 Balboa Avenue, San Diego, CA 92123,
         Attention: Chief Financial Officer; and if to Quantum, send to Quantum
         Corporation, 501 Sycamore Drive, Milpitas, CA 95035, 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.

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 the parties 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
         Quantum and Overland and supersedes all prior agreements,
         understandings and communications, whether written or oral, between the
         parties or by either of them with respect to its subject matter.


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.

                                       13
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


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

OVERLAND DATA, INC.:                                     QUANTUM CORPORATION:


By: /s/ Vernon A. LoForti                 By:  /s/ Curt Kane
   -----------------------------------       -----------------------------------
    Vernon A. LoForti                          Curt Kane
    Vice President and Chief Financial         Vice President, DLTG Supply Chain
    Officer


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.

                                       14
<Page>


                                                CONFIDENTIAL TREATMENT REQUESTED


                                    EXHIBIT A

                                VR(2) SPECIFICATION

                                       ***

THIS EXHIBIT A (CONSISTING OF 34 PAGES) 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

                              VR(2) ROYALTY SCHEDULE

                                       ***

THIS EXHIBIT B (CONSISTING OF ONE PAGE) 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


                                       ***

THIS EXHIBIT C (CONSISTING OF ONE PAGE) 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


                                       ***

THIS EXHIBIT D (CONSISTING OF ONE PAGE) 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.