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                                  EXHIBIT 10.3


                            FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE ("FIRST AMENDMENT") is made and entered
into as of the 18th day of January, 2001, by and between LBA OVERLAND, LLC, a
California limited liability company ("LANDLORD") and OVERLAND DATA, INC., a
California corporation ("TENANT").

                                R E C I T A L S:
                                - - - - - - - -


     A. LBA-VIF ONE, LLC, a California limited liability company ("LBA-VIF
ONE") and Tenant entered into that certain Build-To-Suit Single-Tenant Lease
(Triple Net) dated as of October 12, 2000 ("LEASE"), whereby LBA-VIF One
leased to Tenant and Tenant leased from LBA-VIF One those certain Premises
located in the City of San Diego, County of San Diego, all as more
particularly described in the Lease. As provided below, Landlord is the
successor-in-interest in the Lease to LBA, Inc., a California corporation
("LBA, INC."), the legal entity that, as provided below, the parties hereto
intended to be the "Landlord" under the Lease.

     B. By this First Amendment, Landlord and Tenant desire to amend the
Lease to (i) correct the name of the "Landlord" entity described therein, and
(ii) otherwise modify the Lease as provided herein.

     C. Unless otherwise defined herein, capitalized terms as used herein
shall have the same meanings as given thereto in the Lease.

     NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:

                               A G R E E M E N T:
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     1. DESIGNATION OF LANDLORD AND LANDLORD'S ASSIGNMENT OF LEASE.

          1.1. DESIGNATION OF LANDLORD. Landlord and Tenant acknowledge and
agree that it has been the intent of the parties hereto that LBA, Inc. be the
original "Landlord" under the Lease. As such, the Lease is hereby amended so
that the name of "Landlord" under the Lease is LBA, Inc.

          1.2. LANDLORD'S ASSIGNMENT OF LEASE. LBA, Inc. has heretofore
assigned all of its right, title and interest in and to the Lease to LBA
Overland, LLC, a California limited liability company. Based on the foregoing
(and notwithstanding Section 1.1 above to the contrary), the parties hereto
acknowledge and agree that (i) effective as of October 12, 2000, LBA, Inc. is
released of all obligations under the Lease and (ii) the Lease is hereby
further amended so that the name of "Landlord" under the Lease is LBA
Overland, LLC and the execution of this First Amendment shall confirm that
LBA Overland, LLC, as Landlord under the Lease, is bound by all of the terms
and provisions of the Lease as of the date of the Lease, October 12, 2000.

     2. THE PREMISES. Subject to further remeasurement pursuant to Section
1.2 of the Lease, Landlord and Tenant acknowledge and agree that the
Buildings to be located on the real property comprising the Premises shall
consist of 158,585 rentable square feet as follows: (i) 60,335 rentable
square feet in the Office Building, and (ii) 98,250 rentable square feet in
the R&D Building, which R&D Building includes 18,250 rentable square feet of
mezzanine area (the "MEZZANINE AREA") to be constructed by Landlord in
accordance with the Work Letter attached to the Lease. Landlord and Tenant
acknowledge and agree that, subject to Section 1.2 of the Lease, all
references in the Lease to rentable square feet of the Buildings and/or
rentable square feet of the Office Building and/or rentable square feet of
the R&D Building shall mean the square footage amounts set forth above and
all terms in the Lease which are based on the

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rentable square feet in the Buildings and/or the Office Building and/or the
R&D Building shall be modified based on such square foot numbers, subject,
however, to the remeasurement provisions set forth in Section 1.2 of the
Lease, except with respect to the Development Fee (as defined in Section
1.6(d) of the Summary to the Lease) which shall not be charged by Landlord
with respect to the rentable square footage of the Mezzanine Area. Except for
the Development Fee (which shall not apply to the rentable square footage
comprising the Mezzanine Area), the Improvements pertaining to the Mezzanine
Area shall be constructed by Landlord in accordance with, and subject to, all
of the terms and conditions of the Work Letter.

     3. BROKERS. Each party represents and warrants to the other that no
broker, agent or finder negotiated or was instrumental in negotiating or
consummating this First Amendment. Each party further agrees to defend,
indemnify and hold harmless the other party from and against any claim for
commission or finder's fee by any entity who claims or alleges that they were
retained or engaged by the first party or at the request of such party in
connection with this First Amendment.

     4. DEFAULTS. Landlord and Tenant hereby represent and warrant to the
other that, as of the date of this First Amendment, Landlord and Tenant, as
applicable, are in full compliance with all terms, covenants and conditions
of the Lease and that there are no breaches or defaults under the Lease by
Landlord or Tenant, and that neither party knows of no events or
circumstances which, given the passage of time, would constitute a default
under the Lease by either Landlord or Tenant.

     5. AUTHORITY. If either Landlord or Tenant executes this First Amendment
as a limited liability company, partnership or corporation, then such party
and the persons and/or entities executing this Lease on behalf of such party
represents and warrants that: (a) it is a duly organized and validly existing
limited liability company, partnership or corporation, as the case may be,
and is qualified to do business in the state in which the Premises are
located; (b) such persons and/or entities executing this First Amendment are
duly authorized to execute and deliver this First Amendment on such party's
behalf in accordance with its operating agreement (if Landlord or Tenant is a
limited liability company), Landlord's or Tenant's partnership agreement (if
Landlord or Tenant is a partnership), or a duly adopted resolution of
Landlord's or Tenant's board of directors and its by-laws (if Landlord or
Tenant is a corporation); and (c) this First Amendment is binding upon
Landlord and Tenant in accordance with its terms.

     6. WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THE LEASE
(AS AMENDED BY THIS FIRST AMENDMENT), FOR DAMAGES FOR ANY BREACH UNDER THE
LEASE (AS AMENDED BY THIS FIRST AMENDMENT), OR OTHERWISE FOR ENFORCEMENT OF
ANY RIGHT OR REMEDY UNDER THE LEASE (AS AMENDED BY THIS FIRST AMENDMENT).

     7. NO FURTHER MODIFICATION. Except as set forth in this First Amendment,
all of the terms and provisions of the Lease shall apply during the Extended
Term and shall remain unmodified and in full force and effect. Effective as
of the date hereof, all references to the "Lease" shall refer to the Lease as
amended by this First Amendment.

         [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

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     IN WITNESS WHEREOF, this First Amendment has been executed as of the day
and year first above written.

"TENANT"                 OVERLAND DATA, INC.,
                         a California corporation

                         *By:     /s/  Vernon A. LoForti
                                  ----------------------------------------------
                                  Name:  Vernon A. LoForti
                                  Title:  Vice President and Chief Financial
                                          Officer

                         By:      /s/  Scott McClendon
                                  ----------------------------------------------
                                  Name:  Scott McClendon
                                  Title:  President and Chief Executive Officer

"LANDLORD"               LBA OVERLAND, LLC,
                         a California limited liability company

                         By:      Spectrum Overland, L.P., a California limited
                                  partnership, its Member-Manager

                                  By:      LBA Fund I, Inc., a California
                                           corporation, its General Partner


                                           By:      /s/  Phil A. Belling
                                                    ----------------------------
                                                    Name:  Phil A. Belling
                                                    Title:  Authorized Signatory

--------------------------
*NOTE:

IF TENANT IS A CALIFORNIA CORPORATION, then one of the following alternative
requirements must be satisfied:

(A)      This Lease must be signed by two (2) officers of such corporation: one
         being the chairman of the board, the president or a vice president, AND
         the other being the secretary, an assistant secretary, the chief
         financial officer or an assistant treasurer. If one (1) individual is
         signing in two (2) of the foregoing capacities, that individual must
         sign twice; once as one officer and again as the other officer.

(B)      If there is only one (1) individual signing in two (2) capacities, or
         if the two (2) signatories do not satisfy the requirements of (A)
         above, then Tenant shall deliver to Landlord a certified copy of a
         corporate resolution in the form reasonably acceptable to Landlord
         authorizing the signatory(ies) to execute this Lease.

IF TENANT IS A CORPORATION INCORPORATED IN A STATE OTHER THAN CALIFORNIA, then
Tenant shall deliver to Landlord a certified copy of a corporate resolution in
the form reasonably acceptable to Landlord authorizing the signatory(ies) to
execute this Lease.

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