<PAGE>   1
                                                                    EXHIBIT 10.9

                                                               Agreement No. 550

                        CONFIDENTIAL TREATMENT REQUESTED.
                       CONFIDENTIAL PORTION HAS BEEN FILED
                         SEPARATELY WITH THE SECURITIES
                            AND EXCHANGE COMMISSION.

QUANTUM(R)

                                TAPE LIBRARY OEM

                               PURCHASE AGREEMENT

This Tape Library OEM Purchase Agreement ("Agreement") is entered into in
Milpitas, California, as of August 28, 1996, between QUANTUM CORPORATION, a
Delaware corporation with principal offices at 500 McCarthy Blvd., Milpitas, CA
95035 U.S.A. ("Quantum"), and ATL PRODUCTS, INC., a California corporation with
offices at 1515 South Manchester Avenue, Anaheim, CA 92802 ("Buyer" or "ATL").

WHEREAS, Quantum develops and manufactures tape drive Products as described in
Exhibit A, (hereinafter known as "Products"); and

WHEREAS, Quantum desires to offer said Products for sale to Buyer on a non
exclusive basis; and

WHEREAS, Buyer has recognized capabilities in the Automated Tape Library market
and desires to have the right to purchase such Products for incorporation into
Buyer's product.

THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO ALL PURCHASES BY BUYER FROM
QUANTUM.

1.       TAPE LIBRARY OEM PRODUCT

         During the term of this Agreement, Quantum agrees to sell and Buyer
         agrees to buy the types of Products listed in the Tape Library OEM
         Product Exhibit A ("Exhibit A") attached hereto (the "Product" or
         "Products"). Quantum will notify Buyer of any updates to the list of
         Products in Exhibit A with thirty (30) days prior written notice and
         new products may be added from time to time by mutual agreement of the
         parties in writing.

2.       PURCHASE ORDERS

         (a)      Buyer will initiate purchases under this Agreement by
                  submitting written purchase orders (the "Order[s]") to Quantum
                  any time from the effective date of this Agreement until
                  ninety (90) days before the termination date of the Agreement.
                  All Orders submitted by Buyer will state the requested
                  delivery dates which will be at least ninety (90) days after
                  submittal of the Order. No Order will be binding on Quantum
                  until accepted (in whole or in part) by Quantum. The scheduled
                  delivery date of a given Order will be as specified by Quantum
                  in writing within five (5) business days.

         (b)      The Order shall contain the following minimum information
                  relative to purchases made under this Agreement: description
                  of materials purchased, Quantum part number,
     

                                                                          PAGE 1
                                                            COMPANY CONFIDENTIAL
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                                                               Agreement No. 550

                  quantity purchased, shipping instructions, delivery schedule,
                  destination, and confirmation of price. Each Order will make
                  specific reference to this Agreement and thereby incorporate
                  the terms of this Agreement. No terms or conditions in any
                  Order will in any way supersede, modify or supplement this
                  Agreement.

3.        RESCHEDULING AND CANCELLATION

          (a)      The following schedule shall apply for rescheduling and
                   cancellation:

<TABLE>
<CAPTION>
          ========================================================          
               # OF DAYS                             MAXIMUM
                NOTICE            MAXIMUM          CANCELLATION
               PRIOR TO          RESCHEDULE    CHARGE AT QUANTUM'S
          SCHEDULED DELIVERY  DECREASE AMOUNT       DISCRETION
          --------------------------------------------------------
<S>                           <C>              <C> 
                 0 - 60               0%                100%
                61 - 90              50%                 50%
                91 + days           100%                  0%
          ========================================================
</TABLE>


          Standard configurations may use the following flexibility table:

<TABLE>
<CAPTION>
          ========================================================
               # OF DAYS                             MAXIMUM
                NOTICE            MAXIMUM          CANCELLATION
               PRIOR TO          RESCHEDULE    CHARGE AT QUANTUM'S
          SCHEDULED DELIVERY  DECREASE AMOUNT       DISCRETION
          --------------------------------------------------------
<S>                           <C>              <C> 
                0 - 30               0%                100%
               31 - 45              50%                 50%
               46 + days            100%                 0%
          ========================================================
</TABLE>


          (b)      Purchase Forecasts. On a monthly basis, Buyer shall issue a
                   revolving twelve (12) month non-binding forecast in a 
                   mutually agreed format so that Quantum will have an 
                   understanding of BUYER's anticipated monthly requirements. 
                   Every three (3) months Buyer and Quantum shall review all 
                   shipments made by Quantum against the total anticipated 
                   purchase commitment.

                   BUYER'S NON-BINDING FORECAST IS FOR INFORMATION ONLY AND DOES
                   NOT CREATE ANY LIABILITY BETWEEN THE PARTIES NOR DOES IT
                   GUARANTEE BUYER WILL ISSUE ORDERS AGAINST THE FORECAST.
                   QUANTUM'S ONLY OBLIGATION TO MANUFACTURE AND SHIP PRODUCT 
                   WILL BE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND
                   PURSUANT TO A PURCHASE ORDER ISSUED BY BUYER AND ACCEPTED BY
                   QUANTUM.

          (c)      Upside Support. Quantum agrees to use reasonable efforts to
                   accommodate any request to accelerate delivery of Upside
                   quantities. With respect to any request for
  

                                                                          PAGE 2
                                                            COMPANY CONFIDENTIAL
<PAGE>   3
                                                               Agreement No. 550

                  quantities in excess of Upside, the parties agree to negotiate
                  in good faith the delivery dates and additional costs to
                  Buyer, if any, related thereto.

         (d)      Allocation. If it becomes necessary for Quantum to allocate
                  production capacity, Buyer Forecast and Purchase Orders will
                  be reviewed and reasonable efforts will be undertaken to treat
                  Buyer consistently with similarly situated customers.

4.       PACKING, SHIPPING, AND TITLE

         The method of packaging will be in accordance with Quantum's standard
         practices. Shipments will be to Buyer's address set forth above or, if
         different, to the address specified in the Order. Product will be
         shipped in accordance with Quantum's standard procedures and will be Ex
         Works Quantum's designated facility. Buyer will be responsible for all
         shipping expenses, insurance, duties and similar charges which, if paid
         by Quantum, will appear as additional items on Quantum's invoice to
         Buyer. Title to the Product and risk of loss will pass to Buyer upon
         Quantum's delivery to Buyer's carrier.

5.       INSPECTION AND ACCEPTANCE

         Buyer will have thirty (30) days after delivery to inspect and test
         each Product to assure conformance to Quantum's applicable Product
         Specification(s) attached hereto by reference. If any Products are
         deemed defective by Buyer in any material way, Buyer shall, within such
         thirty (30) day period, notify Quantum, obtain a customer return order
         number from Quantum and return such defective Product to Quantum in the
         same condition as delivered and in the same or equivalent shipping
         container, with a description of said defect. If Quantum confirms the
         defect, Quantum shall, at its option, rework or replace and re-deliver
         the returned Product to Buyer. Shipment of Product to one of Buyer's
         customers or failure to return Product within said thirty (30) day
         period shall constitute acceptance of the Product.

6.       SOURCE INSPECTION

         Upon two (2) business days written request to Quantum, and at Quantum's
         sole discretion, Buyer may conduct an inspection of Quantum's
         facilities during normal business hours. Such inspections shall be to
         inspect and review the work, including the Products being purchased
         pursuant to this Agreement. Should the presence of Buyer delay any
         shipment of Product, Quantum shall not be held liable for a delayed
         ship date. The Parties agree that source inspection shall not
         constitute acceptance of the Product by Buyer and that acceptance by
         Buyer shall be the process outlined in the Section titled Inspection
         and Acceptance.

7.       QUALITY ASSURANCE

         Quantum shall maintain an effective quality/manufacturing control
         system and ensure that the entire process of design, manufacture and
         repair, including packaging and shipping, is maintained under
         continuous control and improvement. The purpose of the quality control
         system will be to verify all requirements of the Product Specifications
         and Test Specifications are satisfied.

         Buyer performs out-of-box quality audits on all Products received. In
         the event any failure occurs in these audits, upon Buyer's specific
         request, Quantum shall analyze the root cause and


                                                                          PAGE 3
                                                            COMPANY CONFIDENTIAL
<PAGE>   4
                                                               Agreement No. 550

         take appropriate corrective actions including providing Buyer with a
         root cause analysis of the failure (within seventy-two (72) hours of
         receipt of the failing part) and implementing corrective actions to
         prevent recurrence of the failure. Such corrective actions shall be
         implemented within thirty (30) days of Quantum's receipt of the failed
         Product.

         Quantum shall generate Failure Analysis Reports of each failure and
         maintain records of the corrective actions and an evaluation of its
         effectiveness. Such records shall be provided to Buyer upon Buyer's
         request.

8.       CHANGES

         Quantum shall give thirty (30) days prior written notice to Buyer of
         any changes to the Products prior to implementation that affect form,
         fit or function or could affect both forward and backward
         compatibility. Buyer shall give written notice to Quantum of its
         approval or disapproval of the change in writing within thirty (30)
         days of the date Buyer receives such written notice. If written notice
         is not received by Quantum from Buyer within thirty (30) days either
         approving or disapproving the change, Quantum shall consider the change
         acceptable.

         If it is determined by Buyer or Quantum that a Mandatory Change is
         required to make the Product conform to the Product Specification,
         Quantum shall make the changes at no charge to Buyer in all units that
         are not yet delivered to Buyer. In the event such changes are required
         to make previously delivered Product conform to the Product
         Specification, they shall be supplied in the form of a Mandatory Field
         Change Kit at no charge to Buyer in accordance with the procedure set
         forth in Exhibit D. Quantum shall pay Buyer's expenses to install the
         Mandatory Field Change Kit.

         Time is of the essence for Buyer to incorporate a change. In the event
         that Buyer requests a sample of a change, Quantum will use reasonable
         efforts to provide such sample to Buyer so that Buyer can approve the
         change within the thirty (30) day approval period. Any extension to the
         approval period shall be by written mutual agreement.

         Quantum may from time to time make compatible changes or modifications
         to the Product (i) that do not affect form, fit, or function, and (ii)
         that are compatible and interchangeable with and shall not require the
         retrofit of Product previously delivered. If Quantum makes such
         modification, Quantum shall give prior written notice (ECN) to Buyer
         upon delivering to Buyer any Product containing such modification. Such
         written notice shall describe the changes and update any documentation.

9.       PRICES, DISCOUNTS, AND TAXES

         (a)      The purchase price for each Product sold hereunder shall be
                  the prices set forth on the attached Exhibit A.

         (b)      Product prices are exclusive of all taxes. With the exception
                  of taxes measured by Quantum's income, Buyer shall be
                  responsible for all federal, state or local sales, use,
                  property, export, excise and other similar taxes that may be
                  levied as a result of the sale or delivery of any Product sold
                  under this Agreement. Such taxes will appear as a separate
                  item on Buyer's invoice unless Quantum receives a valid tax
                  exemption certificate from Buyer prior to shipment.


                                                                          PAGE 4
                                                            COMPANY CONFIDENTIAL
<PAGE>   5
                                                               Agreement No. 550


10.      PAYMENT

         Subject to approval of Buyer's credit by Quantum, payment terms are net
         (thirty) 30 days. All payments will be in U.S. dollars. Overdue
         payments will be subject to a service charge of one and one-half
         percent (1 1/2%) per month or the maximum rate permitted by applicable
         law, which ever is lower.

11.      TAPE LIBRARY OEM CERTIFICATION

         Buyer certifies that it is purchasing the Product under this Agreement
         as a Tape Library OEM, that the Product will be incorporated by Buyer
         as a part of another system or subsystem which Buyer assembles together
         with such Product under its own name for sale or lease in the regular
         course of its business. Such system or subsystem shall include hardware
         and/or software other than the Product and shall, by an objective
         examination of such factors as cost, pricing, and Product features,
         represent approximately a thirty percent (30%) enhancement and
         transformation of the Product. Product intended for other purposes
         shall not be purchased under this Agreement. Buyer will sell only to
         resellers and will not sell to end-users of the Product. Buyer will
         furnish to Quantum an Exhibit B - Business Plan ("Exhibit B") which
         defines Buyer's product. Buyer will furnish further evidence of
         compliance with this paragraph and Exhibit B upon Quantum's reasonable
         request. Notwithstanding Section 13 below, failure of Buyer to comply
         with this Section 11, will be cause for immediate termination of this
         Agreement by Quantum.

12.      BUSINESS REVIEWS

         Buyer and Quantum shall conduct quarterly Product reviews to keep Buyer
         informed with regard to the progress of the development of New
         Product(s) and enhancement(s). Buyer and Quantum shall, each at their
         own expense, meet on a quarterly basis to review pricing, review
         performance and business transacted, and to resolve those issues that
         may have arisen since the last business review meeting.

13.      TERM AND TERMINATION

         This Agreement will be effective on the date of its execution by
         Quantum, and will continue for three (3) years unless terminated by
         either party in accordance with the termination provisions herein.
         After the initial term, this Agreement will continue in effect until
         terminated in accordance with this Section 13. The parties may at any
         time after the initial term, negotiate a replacement long-term
         agreement. Either party may terminate this Agreement, for convenience,
         with ninety (90) days prior written notice. Quantum may terminate this
         Agreement upon the insolvency, bankruptcy or voluntary dissolution or
         assignment for the benefit of creditors of or by Buyer. In addition, in
         the case of a default, the non-defaulting party may terminate this
         Agreement upon the failure of a defaulting party to cure a default in
         the performance of any provision hereof within thirty (30) days after
         written notice thereof by the non-defaulting party. The provisions of
         Sections 11, 13, 14, 15, 17, 18, and 19 hereof shall survive the
         termination of this Agreement for any reason.

         In the event Quantum terminates this Agreement for convenience, ATL may
         continue to place Orders for Product for ninety (90) days after the
         termination date. All such Orders will ship according to Quantum's
         then-current standard terms and conditions.


                                                                          PAGE 5
                                                            COMPANY CONFIDENTIAL
<PAGE>   6
                                                               Agreement No. 550



14.      TRAINING

         Quantum, at its option, may provide Product training for a limited
         number of Buyer's employees. The training curriculum, Iogistics, fees,
         and schedule will be defined by Quantum and may include participants
         other than Buyer's personnel. Buyer will bear associated expenses of
         its employees, including, without limitation, travel, food and lodging.

15.      LIMITED WARRANTY

         (a)      For the period specified in Exhibit A from the date of 
                  original shipment of Product from Quantum to Buyer, Quantum
                  will make available its standard limited warranty. This
                  warranty is extended only to the original Buyer (a Buyer that
                  purchases Product directly from Quantum) and is not
                  transferable. The liability of Quantum hereunder is limited,
                  at Quantum's option, to replacing or repairing any defective
                  Product in accordance with Quantum's standard procedures or
                  refunding the Purchase Price of such Product. Quantum will
                  retain title to any unrepairable defective parts. In-Warranty
                  Product returned to Quantum for repair during the warranty
                  period which is confirmed not to be defective is defined as No
                  Trouble Found ("NTF") and a fee covering the handling and
                  testing will apply.

         (b)      Quantum will issue a Return Materials Authorization ("RMA")
                  within three (3) days of any request for same by Buyer when
                  required in connection with any return under this Agreement.
                  Repair warranty is ninety (90) days or remainder of original
                  Product Warranty, whichever is longer.

         (c)      Out of warranty repairs will be at Quantum's then standard 
                  rates and procedures.

         (d)      The above warranties are contingent upon proper use in the 
                  application for which the Product was intended and does not
                  cover Product which: (1) has been modified without Quantum's
                  approval, (2) has been subjected to unusual physical or
                  electrical stress, including damage caused by handling or
                  shipping in unapproved containers, (3) has had its integrity
                  disturbed in any way (examples of such disturbance include
                  without limitation, the removal or cracking of any protective
                  cover or seal), or (4) has had the serial number label removed
                  or damaged to the extent that warranty status of such Product
                  cannot be determined. Quantum shall make the final
                  determination as to the existence and cause of any alleged
                  defect.

         (e)      Freight is prepaid each direction for both in-warranty and
                  out-of-warranty returns. Use of unqualified, unapproved
                  shipping boxes may result in shipping damage for which Quantum
                  assumes no liability and it may void the Product warranty.

         (f)      THE FOREGOING WARRANTIES ARE EXCLUSIVE, AND NO OTHER 
                  WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED OR
                  STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
                  FOR A PARTICULAR PURPOSE SHALL APPLY.


                                                                          PAGE 6
                                                            COMPANY CONFIDENTIAL
<PAGE>   7
                                                               Agreement No. 550

16.      PRODUCT SUPPORT/END OF LIFE

         If, during the Purchase Period or Extended Purchase Period, if any,
         Quantum discontinues producing Products, Quantum shall provide Buyer
         with six (6) months prior written notice of such discontinuance.

         Upon expiration or termination of this Agreement, Quantum or its
         authorized agents shall repair Products for two (2) years after the
         date of the last Product manufactured.

17.      LIMITATIONS OF LIABILITY

         (a)      QUANTUM'S LIABILITY FOR ANY CLAIM, HOWEVER CAUSED AND ON ANY
                  THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT, SHALL IN NO
                  EVENT EXCEED THE PRICE OF THE PRODUCT FURNISHED HEREUNDER
                  GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING THE FOREGOING,
                  QUANTUM'S LIABILITY ARISING FROM ENGINEERING CHANGES MADE TO
                  THE PRODUCT IS LIMITED TO QUANTUM'S COST OF MODIFICATION AT
                  THE QUANTUM DESIGNATED SERVICE CENTER AND FREIGHT CHARGES.

         (b)      IN NO EVENT SHALL QUANTUM BE LIABLE TO BUYER, BUYER'S
                  CUSTOMERS OR ANY OTHER PERSON OR ENTITY FOR LOSS OF PROFITS,
                  LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
                  SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,
                  INDIRECT OR PUNITIVE DAMAGES OF ANY NATURE, HOWEVER CAUSED AND
                  ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT, AND
                  NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
                  LIMITED REMEDY.

18.      INDEMNIFICATION

         (a)      Quantum will defend or settle any patent infringement cases at
                  its expense for any action brought against Buyer or its
                  customers based upon the claim that the Product constitutes
                  direct infringement of any duly issued United States patent,
                  copyright, or trademark. Quantum agrees to pay all damages and
                  costs finally awarded against Buyer or its customers
                  attributable to such claim provided Quantum has sole control
                  of any such action or settlement negotiations and provided
                  Buyer notifies Quantum promptly in writing of such claim, and
                  gives Quantum authority, information and such assistance as
                  necessary to settle or defend such claim.

         (b)      If the Product becomes, or in the opinion of Quantum may
                  become, subject to claim of infringement of any United States
                  patent, Quantum may, at its option: (i) procure for Buyer and
                  its customers the right to use the Product under any such
                  patent; (ii) suitably replace or modify the Product, or part
                  thereof; or (iii) remove the Product, or part thereof, and
                  refund the aggregate payments paid therefore by Buyer, less a
                  reasonable sum for use and damage. Quantum shall not be liable
                  for any costs or expenses incurred without its prior written
                  authorization.


                                                                          PAGE 7
                                                            COMPANY CONFIDENTIAL
<PAGE>   8
                                                               Agreement No. 550

         (c)      Quantum assumes no liability hereunder for any (i)
                  infringement of patent claims covering completed systems,
                  assembly, circuit, combination, configuration, method or
                  process in which any of the Product(s) may be used; (ii)
                  compliance with Buyer's specifications; (iii) modification of
                  the Product, or any part thereof, after delivery by Quantum;
                  or (iv) use of the Product in a manner for which it is not
                  designed.

         (d)      THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF
                  QUANTUM FOR ANY INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK
                  OR OTHER INTELLECTUAL PROPERTY RIGHT.

19.      CONFIDENTIAL INFORMATION

         All proprietary information which is specifically designated as such,
         which is disclosed by either party to the other, in any form in
         connection with this Agreement, shall be kept confidential by the
         recipient. Any such proprietary information shall be protected by the
         recipient from disclosure to others with at least the same degree of
         care as that which is accorded to its own proprietary information but
         in no event with less than reasonable care. Without limiting the
         foregoing, Buyer expressly agrees that any know-how, designs,
         engineering details and other data pertaining to any Product or portion
         thereof, shall, without further need for designation, be deemed
         proprietary and confidential information of Quantum under this Section
         19. The foregoing shall not apply to information which is generally
         known and available in the public domain through no fault of the
         recipient.

20.      TRADEMARKS AND TRADE NAMES

         (a)      Usage of Quantum Marks.  Any and all uses by Buyer of the 
                  Marks must be in accordance with Quantum's policies and
                  guidelines for use of its Marks as set forth in Exhibit A.
                  Quantum may alter or replace its Marks or may revise its
                  policies and guidelines related thereto by sending Buyer
                  amendments to Exhibit A. Such policies and guidelines shall
                  become effective, and shall be adhered to by Buyer within (90)
                  days of Buyer's receipt thereof. Buyer may continue to utilize
                  and distribute product and marketing material in inventory
                  and/or in process at the time of the receipt of an amendment
                  to Exhibit A that renders such product or marketing material
                  nonconforming with the amended Exhibit A, provided that Buyer
                  remains in compliance with the other terms of this Agreement
                  and provided that Buyer shall use best commercially reasonable
                  efforts to conform any such product or marketing material to
                  the Quantum trademark policies and guidelines then in effect.

         (b)      Trademark License. Seller hereby grants Buyer, during the term
                  of this Agreement, a non exclusive, worldwide license to use
                  the Quantum Marks (hereinafter, the "Marks") set forth more
                  particularly in Exhibit A on products sold by Buyer that
                  include Product and on packaging and marketing materials for
                  such products in the manner set forth herein.


                                                                          PAGE 8
                                                            COMPANY CONFIDENTIAL
<PAGE>   9
                                                               Agreement No. 550

         (c)      Quality Control. From time to time, as reasonably requested by
                  Quantum, Buyer shall provide Quantum with samples, or access
                  to samples, as appropriate, of the products of Buyer, and any
                  associated packaging and marketing materials, bearing the
                  Marks. Buyer shall not use the Marks in a manner or on
                  products of quality that detracts from the goodwill associated
                  with the Marks and shall conform to Quantum's reasonable
                  directions regarding the use of the Marks.

         (d)      No contest. Buyer hereby recognizes Quantum's exclusive
                  worldwide ownership of the Marks and the renown of such Marks.
                  Buyer will not take any action inconsistent with such
                  ownership and further acknowledges that any goodwill
                  established by its use of the Marks shall inure to the sole
                  benefit of Quantum. Upon Quantum's request, and at Quantum's
                  expense, Buyer shall provide Quantum with reasonable support
                  in policing the use of the Marks and Protecting such Marks.

                  LICENSED MARKS:

                  DLT(TM)
                  DLTtape(TM)

                  USE OF MARKS:

                  Specify:  Form, appearance, placement, etc. of marks on 
                  Products and use in advertising materials.

21.      EXPORT

         Buyer will not export, directly or indirectly, any Product or related
         information without first obtaining all required licenses and approvals
         from the appropriate government agencies.

22.      GENERAL

         (a)      This Agreement shall be governed by and interpreted under the
                  laws of the State of California without reference to conflict
                  of laws principle. All disputes arising out of this Agreement
                  shall be subject to the exclusive jurisdiction of the federal
                  and state courts within Santa Clara County, California and the
                  parties agree and submit to the personal and exclusive
                  jurisdiction and venue of those courts. Quantum shall not be
                  liable for any loss, damage or penalty resulting from delays
                  or failures in performance resulting from acts of God,
                  supplier delay or other causes beyond Quantum's reasonable
                  control. Buyer shall not assign or sublicense this Agreement
                  nor any right or license hereunder without the prior written
                  consent of Quantum, and in any event any assignment permitted
                  hereunder shall be subject to the written consent of the
                  assignee to all the terms and provisions of this Agreement. No
                  modification to this Agreement, nor any waiver of any rights,
                  shall be effective unless assented to in writing by the party
                  to be charged. The waiver of any breach or default shall not
                  constitute a waiver of any other right hereunder or any
                  subsequent breach or default. The prevailing party in any
                  legal action hereunder shall be entitled to reimbursement of
                  its expenses including, without limitation, reasonable
                  attorney's fees. Any required notices hereunder shall be given
                  in writing at the address of each party set forth herein, or
                  to such other address as either party may substitute by
                  written notice to the other in the manner contemplated herein,


                                                                          PAGE 9
                                                            COMPANY CONFIDENTIAL
<PAGE>   10
                                                               Agreement No. 550

                  and shall be deemed served when delivered, or if delivery is
                  not accomplished by reason or some fault of the addressee,
                  when tendered. This Agreement constitutes the entire and
                  exclusive Agreement between the parties hereto with respect to
                  the subject matter hereof.

         (b)      Rights and Remedies. All rights and remedies conferred by this
                  Agreement, or by law, are cumulative and may be exercised
                  singly or concurrently. If any provision of this Agreement is
                  held invalid by any law or regulation of any government or by
                  any court, such invalidity shall not affect the enforceability
                  of any other provisions hereof.

         (c)      Independent Contractors.  The relationship of Quantum and
                  Buyer established by this Agreement is that of independent
                  contractors, and nothing contained in this Agreement shall be
                  construed to (i) give either party the power to direct and
                  control the day-to-day activities of the other, (ii)
                  constitute the parties as partners, joint venturers, co-owners
                  or otherwise as participants in a joint or common undertaking,
                  or (iii) allow Buyer to create or assume any obligation on
                  behalf of Quantum for any purpose whatsoever. All financial
                  obligations associated with Buyer's business are the sole
                  responsibility of the Buyer. All sales and other agreements
                  between Buyer and its customer are Buyer's exclusive
                  responsibility and shall have no effect on Buyer's obligations
                  under this Agreement. Buyer shall be solely responsible, and
                  shall indemnify and hold Quantum free and harmless from, any
                  and all claims, damages or lawsuits (including Quantum's
                  attorneys fees) arising out of the acts of Buyer, its
                  employees or its agents.

         (d)      Sale Conveys No Right to Manufacture or Copy. The Products are
                  offered for sale and are sold by Quantum subject in every case
                  to the condition that such sale does not convey any license,
                  expressly or by implication, to manufacture, duplicate or
                  otherwise copy or reproduce any of the Products. Buyer shall
                  take appropriate steps with its customers, as Quantum may
                  request, to inform them of and assure compliance with the
                  restrictions contained in this subsection.

         (e)      Notices. All Notices should be addressed to:

                  ATL Products, Inc.                    Quantum Corporation
                  1515 South Manchester Avenue          500 McCarthy Blvd
                  Anaheim, CA 92802                     Milpitas, CA 95035
                  Attn: Richard Speyer                  Attn: Manager, Corporate
                        (714) 780-7706 Telephone        Contracts
                        (714) 780-7799 Facsimile        (408) 324-7459
                                                        (408) 232-6581
                                                        

                                                                         PAGE 10
                                                            COMPANY CONFIDENTIAL
<PAGE>   11
                                                               Agreement No. 550

By signing below, Buyer and Quantum mutually acknowledge that it has read,
understands, and agrees to be bound by the terms and conditions of this
Agreement and that the person signing is duly authorized to do so.


QUANTUM CORPORATION                          ATL PRODUCTS, INC.

Signed:   /s/ William Roach                  Signed:  /s/ Kevin C. Daly
       ----------------------------                 ----------------------------

By:      William Roach                       By:      Kevin C. Daly

Title:   Executive Vice President,           Title:   President,
         Worldwide Sales                              ATL Products, Inc.

Date:     August 28, 1996                    Date:   Aug. 1, 1996


                                                                         PAGE 11
                                                            COMPANY CONFIDENTIAL
<PAGE>   12
                                                               Agreement No. 550

                                    EXHIBIT A

                            TAPE LIBRARY OEM PRODUCT

                         * TO BE COMPLETED BY QUANTUM *

<TABLE>
<CAPTION>
   ---------------------------------------------------------------------
      PRODUCT  QUANTUM      PRODUCT     UNIT PRICE  WARRANTY    OUT-OF-
                PART     SPECIFICATION               PERIOD    WARRANTY
               NUMBER                                           PRICING
   ---------------------------------------------------------------------
<S>            <C>       <C>            <C>         <C>       <C>                                                    
*              TH5XA-HG                 [        ]            [        ]
   ---------------------------------------------------------------------
*              TH5XD-HG                 [        ]            [        ]
   ---------------------------------------------------------------------
*              TH3XD-HG                 [        ]            [        ]
   ---------------------------------------------------------------------
*              TH6XA-HG                 [        ]            [        ]
   ---------------------------------------------------------------------
*              TH6XB-HG                 [        ]            [        ]
   ---------------------------------------------------------------------

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</TABLE>

LICENSED MARKS:

DLT(TM)
DLTtape(TM)

USE OF MARKS:

Specify: Form, appearance, placement, etc. of marks on Products and use in
advertising materiaIs.

*        CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION.


                                                                         PAGE 12
                                                            COMPANY CONFIDENTIAL
<PAGE>   13
                                                               Agreement No. 550

                                    EXHIBIT B

                                  BUSINESS PLAN

The objective of the Business Plan is to clearly define and establish the manner
in which Buyer shall remarket Quantum Products. Quantum recognizes the Tape
Library OEM authorization category as the following.

TAPE LIBRARY OEM           Must provide integration of Quantum Product into 
                           proprietary hardware substorage solution.

                           Provides consulting, requirements analysis,
                           configuration support, and all presales activities.

                           Responsible for distributing. customizing, and 
                           support substorage hardware.

                           Must provide all maintenance, updates, training, and
                           post sales support.

                           The charge for the Added Value must be approximately
                           at least 30% above the list price of the Quantum
                           Products.


                                                                         PAGE 13
                                                            COMPANY CONFIDENTIAL
<PAGE>   14
                                                               Agreement No. 550

                                    EXHIBIT B

                                  BUSINESS PLAN

                           * TO BE COMPLETED BY ATL *
I.    PROFILE

1.    Company Name:  ATL Products, Inc.
                   -------------------------------------------------------------

2.    Headquarter Address:  1515 S. Manchester Avenue, Anaheim, CA 92802
                          ------------------------------------------------------
      Phone: (714) 774-6900
            --------------------------------------------------------------------
      FAX:   (714) 780-7799
          ----------------------------------------------------------------------


3.    Key Contacts--
      Primary Contact  Richard Speyer             Phone  (714) 780-7706 
                     -----------------------------     -----------------
      President or CEO  Kevin C. Daly             Phone  (714) 780-7700 
                      ----------------------------     -----------------
      Vice President Sales/Marketing  Chet Baffa  Phone  (714) 780-7702 
                                    --------------     -----------------
      Vice President Engineering  Steve Morihiro  Phone  (714) 780-7711 
                                ------------------     -----------------
      Purchasing  Cheri Clothier                  Phone  (714) 780-7767 
                ----------------------------------     -----------------

      FAX  (714) 780-7799
         ----------------
      FAX  (714) 780-7799
         ----------------
      FAX  (714) 780-7799
         ----------------
      FAX  (714) 780-7799
         ----------------
      FAX  (714) 780-7799
         ----------------

      Years Established -- Years in computer business -- Privately Held Company?
      [ ] Yes [X] No. 1989

4.    If less than 3 years old, write the former company name and address 
      (if applicable):

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

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


      Is Company a division/subsidiary/parent company* [X] Yes [ ] No (If yes,
      please describe the relationship):

        Wholly-Owned Subsidiary of Odetics, Inc.
      --------------------------------------------------------------------------

5.
a.)   Annual Sales Revenue of company's last fiscal year: 
      $ See attached annual report.  Revenue % of Hardware  100%  
      ----------------------------                        ----------------------
      Software  0%                      Service 
              ------------------------         ---------------------------------
      Breakdown% of Sales:  End user  0%         VARs/VADs  100%
                                    -----------           ----------------------
      Distribution
                  --------------------------------------------------------------
      Top Volume Distributors  Do not sell through Distributors.
                             ---------------------------------------------------
      Gross margins expected in selling Confidential Quantum products, by type
                                        ------------
      of customer.

      VARs/VADs             Distribution              End User
               -----------              ------------          ------------------

b.)   Total current number of employees per fimetion:
      Engineering    29       Manufacturing    43              Sales   8
                 -----------               ------------------       ------------
      Sales Support             Marketing     9              Other (Specify)   7
                   -----------           ------------------       --------------

6.    Describe Company's primary business (if necessary, use a separate piece of
        paper): Designs and manufactures Automated Tape Libraries

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

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

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

7.    Please list the product names Company supports on Quantum Products (attach
      a list of your trademarks if applicable):
                                               ---------------------------------

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


                                                                         PAGE 14
                                                            COMPANY CONFIDENTIAL
<PAGE>   15
                                                               Agreement No. 550

                                    EXHIBIT B

                                  BUSINESS PLAN

II.   PRODUCT MARKET


1.    Added Value (include product name if appropriate)

      Describe how Company's added value in this authorization category adds
      value to Quantum Product. (Please use separate sheets if more space is
      needed.)

        ATL manufactures libraries in which all includes Quantum's DLT tape
      drives.
      --------------------------------------------------------------------------

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

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

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


2.    Describe the industry(ies) and specific application use within each 
      industry in which Company intends to market its product(s):

        Across the marketplace for backup.
      --------------------------------------------------------------------------

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

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

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


3.    Describe which system hardware and operating systems are compatible with 
      Company's products:

        Open and proprietary systems.
      --------------------------------------------------------------------------

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

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


4.    Party Products

      Indicate the name, source, and purpose of any third party (non-Quantum)
      hardware and/or software acquired by Company, or which Company has
      acquired rights to remarket.

        None.
      --------------------------------------------------------------------------

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

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



                                                                         PAGE 15
                                                            COMPANY CONFIDENTIAL
<PAGE>   16
                                                               Agreement No. 550

                                    EXHIBIT B

                                  BUSINESS PLAN

III.  SALES COVERAGE

1.    Geographic Scope

      List the geographies in which Company intends to remarket, also include
      Company's planned method of sales and the number of people in the listed
      geographies.

2.    Supply annual forecast information in both orders and product mix broken
      down by quarter. (As new Quantum Products are added, these will be
      appended to the annual agreement).

      Quarter 1          Revenue                 DLT(TM)2000XT
                                -------                       -------
                         Revenue                 DLT(TM)4000         
                                -------                       -------
                         Revenue                 DLT(TM)7000         
                                -------                       -------
                         Revenue                 DLT(TM)7000XP       
                                -------                       -------
                         Revenue                 Media               
                                -------                       -------
                                                                     
      Quarter 2          Revenue                 DLT(TM)2000XT       
                                -------                       -------
                         Revenue                 DLT(TM)4000         
                                -------                       -------
                         Revenue                 DLT(TM)7000         
                                -------                       -------
                         Revenue                 DLT(TM)7000XP       
                                -------                       -------
                         Revenue                 Media               
                                -------                       -------
                                                                     
      Quarter 3          Revenue                 DLT(TM)2000XT       
                                -------                       -------
                         Revenue                 DLT(TM)4000         
                                -------                       -------
                         Revenue                 DLT(TM)7000         
                                -------                       -------
                         Revenue                 DLT(TM)7000XP       
                                -------                       -------
                         Revenue                 Media               
                                -------                       -------
                                                                     
      Quarter 4          Revenue                 DLT(TM)2000XT       
                                -------                       -------
                         Revenue                 DLT(TM)4000         
                                -------                       -------
                         Revenue                 DLT(TM)7000         
                                -------                       -------
                         Revenue                 DLT(TM)7000XP       
                                -------                       -------
                         Revenue                 Media               
                                -------                       -------
                                                              


                                                                         PAGE 16
                                                            COMPANY CONFIDENTIAL
<PAGE>   17
                                                               Agreement No. 550
                                    EXHIBIT B

                                  BUSINESS PLAN

IV.   SUPPORT/SERVICES

1.    Services and support

a.    How does Company plan to provide post sales services? Include how Company
      provides annual service agreements, call/screen handling, the type of
      support and service (maintenance, disaster recovery, documentation,
      consulting, training, installation, updates, warranty) and service data
      base.

        ATL Service.
      --------------------------------------------------------------------------

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

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

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


b.    Please identify company's service contract.

        VARs contract through ATL Service or ATL will provide service.
      --------------------------------------------------------------------------

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

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

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

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

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


                                                                         PAGE 17
                                                            COMPANY CONFIDENTIAL